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November 17, 2009

VIA FACSIMILE AND EDGAR TRANSMISSION

Mr. Terence O’Brien

Accounting Branch Chief

Division of Corporation Finance

United States Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549-4631

Fax: (703) 813-6968

	RE:

	National Steel Company

	Form 20.F for the Fiscal Year Ended December 31, 2008

	Filed June 30, 2009

	File No. 1-14732

Response to Staff Comment Letter dated November 3, 2009

Dear Mr. O’Brien:

Reference is made to the comment letter from the staff of the United States Securities and Exchange Commission (the “Staff”) received by Companhia Siderúrgica Nacional (the “Company” or
“CSN”) on September 17, 2009, concerning the Company’s annual report on Form 20-F filed with the SEC on June 30, 2009 (the “2008 Form 20-F”). On October 23, 2009 we provided a letter with our responses to the
Staff’s comments. On November 3, 2009, we received a letter from the Staff with additional comments regarding the Company’s 2008 Form 20-F. This letter provides the Company’s responses to the Staff’s additional comments. For your
convenience, we have reproduced below in italics the Staff’s additional comments numbered 1 through 4 and have provided responses immediately below such comments. All page numbers referred to herein are to the 2008 Form 20-F.

SEC Comment No. 1.

10 Investments in affiliated companies and companies under common control, page FS--29

1. To allow us to better understand your accounting for the decline in your ownership interest in Namisa, please provide us with the three agreements comprising the Strategic Partnership Agreement. Please note that if you wish to
have this information treated as confidential, please refer to Freedom of Information Act Rule 200.83. Please refer to Rule 418 of the Securities Act and Rule 12b-4 of the Exchange Act if you plan to seek return of this information. In order to facilitate the return of the Strategic Partnership Agreement, please include a self-addressed, postage paid package.

Alternatively you may request that we shred and dispose of the materials. With regards to the filing of the Strategic Partnership Agreement as an exhibit to your Form 20-F, you must request confidential treatment of information otherwise required
to be disclosed in a Form 20-F. See Rule 24b-2 under the Exchange Act. Submit promptly a confidential treatment request to the Commission’s Office of the Secretary for the portions of the agreements for which you are seeking confidential
treatment. In preparing the confidential treatment request, you may wish to refer to our February 28, 1997 Staff Legal Bulletin 1 and our July 11, 2001 Staff Legal Bulletin 1A that are available on the Commission’s  website at http://www.sec.gov. Concurrently, file by amendment to the Form 20-F the portions of the agreements for which you are not seeking confidential treatment.

    Companhia Siderúrgica Nacional

    1

    Escritório Central

    Av. Brigadeiro Faria Lima, 3400 – 20º andar - Edificio

    Financial Faria Lima Center

    Cep: 04538-132 - São Paulo - SP

Response to Comment No. 1.

Please find enclosed the main agreements that comprise the Strategic Partnership Agreement: (i) the Share Purchase Agreement, (ii) the Shareholders Agreement and five related operational agreements: (iii) High Silica ROM Iron Ore Supply Contract,
(iv) Low Silica ROM Iron Ore Supply Contract, (v) Iron Ore Supply Contract, (vi) Support Agreement, and (vii) Port Operating Services Agreement, all of them dated October 21, 2008, as amended, as the case may be.

We kindly request that these agreements and the information contained therein be treated as confidential under Rule 83 of the Freedom of Information Act and Rule 12b-4 of the Exchange Act and that the agreements and any materials derived thereof be
shred and disposed of upon completion of your review.

In addition, please be informed that we are currently taking the necessary measures to file a Confidential Treatment Request under Rule 24b-2 of the Exchange Act regarding portions of the Strategic Partnership Agreement which we will request to be
omitted when we file an amendment to our 2008 Form 20-F.

SEC Comment No. 2.

2. We note your response to comment 12 in our letter dated September 17, 2009, regarding your assessment that Big Jump has substantive participating rights in Namisa as a result of its acquisition of a 40% interest and the
Shareholders’ Agreement in accordance with EITF 96-16.

•  Please provide us with a more comprehensive discussion of the terms of the “dispute resolution mechanism” in the Shareholders’ Agreement. Your discussion should clearly state your assessment of the sixth factor within the
“Factors to Consider” section of EITF 96-16. For example, please explain the specific instances in which CSN may use the call option and when Big Jump may use the put option. Please provide a detailed explanation of how the Agreement
states the consideration is to be determined. Please explain how you determined that Big Jump’s initial investment to acquire its 40% interest in Namisa results in Big Jump being considered a significant source of financing. In this regard,
please provide us with a detailed understanding of the terms in the Shareholders’ Agreement that addresses subsequent financing of Namisa’s operations (i.e., is CSN and Big Jump required to equally share in providing liquidity to Namisa,
if needed).

•  Please provide us with a more comprehensive understanding as to rights provided to Big Jump in the Shareholders’ Agreement and how you determined that Big Jump’s rights are substantive participating rights rather than protective
or participating rights. For example, we note that 61% of Namisa’s shareholders are required to approve the annual operating budget and management compensation. Please explain to us what happens if the annual operating budget or management
compensation do not receive the required 61% approval. We also note that 61% of shareholders are required to approve the incurrence of debt over US$150 million. Please clarify for us the expectations for Namisa to require the issuance of debt in
excess of US$150 million. Please clarify if the requirement that the declaration of dividends requires 61 % shareholder approval is for customary/expected dividends or for extraordinary dividends. Refer to Exhibit 96-16A for guidance.

    Companhia Siderúrgica Nacional

    2

    Escritório Central

    Av. Brigadeiro Faria Lima, 3400 – 20º andar - Edificio

    Financial Faria Lima Center

    Cep: 04538-132 - São Paulo - SP

Response to Comment No. 2.

(i) Summary of the Dispute Resolution Mechanism / Put and Call for Disagreement:

CSN currently holds 60% of the capital stock of Nacional Minérios S.A. (“Namisa”) and has the right to appoint five members to its board of directors. Big Jump Energy Participações S.A. (“Big
Jump”) currently holds 40% of Namisa’s capital stock and has the right to appoint four members to its board of directors. Big Jump is a consortium comprised of the following groups: Itochu, JFE Steel, Nippon Steel, Sumitomo Metal
Industries, Kobe Steel, Nisshin Steel and Posco.

The Shareholders Agreement of Namisa (entered into by and between CSN and Big Jump) (“SA”) provides for super-majority vote protecting Big Jump, both at shareholders and board of directors’ levels, for instance:

a. Major Decisions at Board of Directors’ Level:

The SA provides that the approval of certain actions listed under its Section 9.1 shall require the affirmative vote of at least six directors of Namisa. Additionally the approval of the actions listed under Section 9.2 of the SA shall require the
prior approval of shareholders holding at least 61% of the shares in Namisa. Actions listed under Section 9.1 together with actions listed under Section 9.2 are defined as “Major Decisions”.

Summarized examples of Major Decisions requiring the affirmative vote of at least six directors include: approval of annual compensation of members of the board of directors, board of officers and fiscal council (“Management”); appointment and/or removal of Management; amendments to, among others, the long-term iron ore supply agreements and the port operating services agreement (“Operational Agreements”); decisions
involving mining rights held by Namisa; approval of guarantees; appointment of external auditors and changes to accounting policies; settlement of material dispute or lawsuits; and approval/changes to pension plans or other employee benefit plans.

b. Major Decisions at Shareholders’ Level:

Summarized examples of Major Decisions requiring prior approval of shareholders holding at least 61% of the shares in Namisa are: approval of annual financial statements, long-term business plan, mid-term business plan and annual operating budget;
approval or changes to transactions/agreements involving expenditure in excess of US$25 million (not included in the budget); incurrence of indebtedness in excess of US$150 million, entry into joint ventures, equity investments, acquisition
of assets or approval of investments in excess of US$20 million (not included in the budget); declaration of dividends, approval of changes to the dividend policy or decision to retain for capital expenditure funds otherwise available for
distribution of dividends; increases in the capital stock and loans to shareholders or subsidiaries; reduction of capital stock; mergers, spin-offs, amalgamation or any act of corporate restructuring or sale of any material assets; winding up,
dissolution, liquidation of Namisa; changes in the number of members of the board of directors; and amendments to the by-laws of Namisa.

c. Disagreements Regarding Major Decisions:

If the board of directors or the shareholders of Namisa are unable to reach a joint decision and to cast the necessary votes to approve a Major Decision (“Major Decision Disagreement”), any shareholder holding more than or equal to
40% of the shares in Namisa may notify the other shareholders and the board of
directors (any such notice, a “Disagreement Notice”), and the shareholders shall cause such unresolved matter to be referred to 2 mediators, appointed by each of CSN and Big Jump (“Mediators”), who shall attempt to
identify possible solutions and to settle the matter within 30 days following the date of the Disagreement Notice.

    Companhia Siderúrgica Nacional

    3

    Escritório Central

    Av. Brigadeiro Faria Lima, 3400 – 20º andar - Edificio

    Financial Faria Lima Center

    Cep: 04538-132 - São Paulo - SP

If the Mediators fail to reach an agreement within such period, or any shareholder fails to select and appoint its Mediator within 5 days from the date of the Disagreement Notice, the shareholders shall cause the Major Disagreement to be referred to
the CEO of CSN and the senior representative appointed by Big Jump for this purposes, who shall attempt to identify possible solutions and settle the matter within 60 days following the date of the Disagreement Notice.

If the Major Decision Disagreement cannot be resolved, then:

Within 60 days following the Disagreement Term (“Exercise Period”) (x) Big Jump may elect to give written notice to CSN designating to sell all, but not less than all, of its shares in Namisa to CSN (“Put Option
– Deadlock”), and/or (y) CSN may elect to give written notice to Big Jump designating to purchase all, but not less than all, of the shares held by Big Jump (“Call Option – Deadlock”), provided that both Put
Option – Deadlock and Call Option – Deadlock shall be exercised at a price per share equal to the Fair Market Value of Namisa (as described in item (iii) below), divided by the total number of the outstanding shares issued by Namisa
(“Exercise Price per Share”).

Alternatively, if there is reasonable evidence that the Major Decision Disagreement was caused by a shareholder of Namisa (“Challenged Shareholder”) that is not acting in good faith or in compliance with the basic principles set
forth in the SA (“Improper Behavior”), the other shareholder (“Challenging Shareholder”) may, within 30 days following the Disagreement Term, refer the matter to an Arbitral Tribunal, which shall determine
whether or not there was Improper Behavior by the Challenged Shareholder. In case the Arbitral Tribunal determines that the Challenged Shareholder acted with Improper Behavior, the Challenging Shareholder shall have the right to individually approve
such Major Decision matter subject to the Major Decision Disagreement. In case the Arbitral Tribunal determines there was no Improper Behavior by the Challenged Shareholder (a) Big Jump may elect to give written notice to CSN, within 30 days from
the issuance of the final Arbitral Tribunal award, exercising its Put Option – Deadlock, and/or (b) CSN may elect to give written notice to Big Jump, within 30 days from the issuance of the final Arbitral Tribunal award, exercising its Call
Option – Deadlock. Both Put Option – Deadlock and Call Option – Deadlock shall be exercised at the Exercise Price per Share.

Section 10.2 of the SA provides a list of Major Decision Disagreements that are not subject to the Put and Call – Disagreement Mechanism. The SA also provides detailed steps that shall be followed by each of the shareholders prior to the
closing of a transfer of shares under the Put and Call mechanism.

(ii) Other instances in which CSN / Big Jump may use the Put and Call:

Upon the occurrence of any breach of any material obligation by any of the parties under the SA and so long as such breach has not been cured within 90 days as of the date of delivery of a written notice by the non-defaulting party
(“Non-Defaulting Party”) to the defaulting party reasonably detailing the nature of such breach, (i) if Big Jump is the Non-Defaulting Party, Big Jump shall have the right, exercisable by delivery of a written notice to CSN within
30 days following the deadline to cure such breach, to sell all, but not less than all, of its shares in Namisa to CSN (“Put Option – Default SA”) or (ii) if CSN is the Non-Defaulting Party, CSN shall have the right, exercisable by
delivery of a written notice to Big Jump within 30 days following the deadline to cure such breach, to purchase all, but not less than all, of the shares in
Namisa held by Big Jump (“Call Option – Default SA”), provided that both Put Option – Default SA and Call Option Default SA shall be exercised at a price per share equal to the Fair Market Value of Namisa (as described in
item (iii) below).

    Companhia Siderúrgica Nacional

    4

    Escritório Central

    Av. Brigadeiro Faria Lima, 3400 – 20º andar - Edificio

    Financial Faria Lima Center

    Cep: 04538-132 - São Paulo - SP

With respect to the Operational Agreements, the parties to the SA agreed that in the case of a material breach by CSN under the (i) High Silica ROM Iron Ore Supply Contract by CSN, (ii) Low Silica ROM Iron Ore Supply Contract, (iii) Iron Ore Supply
Contract, (iv) Support Agreement, or (v) Port Operating Services Agreement occurs, then within 90 days following the delivery of a written notice provided by Big Jump (“Notice – Operational Agreements”), Big Jump may elect to
sell all, but not less than all, of its shares in Namisa to CSN (“Put Option – Operational Agreements”), at the exercise price per share. The Put Option – Operational Agreements shall be enforceable against CSN during all
times while Big Jump remains as a shareholder of Namisa.

(iii) Determination of the consideration for acquisitions under the exercise of the Put and Call (determination of the price per share equal to the Fair Market Value of Namisa):

Within 10 days following the date of any of the Put / Call notices referred to in items (i) and (ii) above, each of CSN and Big Jump shall select one investment bank of international standing, which shall make an independent valuation of the fair
market value