SecProbe.io

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Mail Stop 7010

      August 17, 2005

via International mail and facsimile to +55 (51) 3323.2292

Mr. Jorge Gerdau Johannpeter
Chief Executive Officer
Gerdau S.A.
Av. Farrapos 1811
Porto Alegre, Rio Grande do Sul - Brazil CEP 90220-005

	RE:	Gerdau S.A.
      Form 20-F for the year ended December 31, 2004
		Filed June 30, 2005
      File No. 001-14878

Dear Mr. Johannpeter:

		We have reviewed your filing and have the following
comments.  We think you should revise your future filings to
comply
with our comments.  If you disagree with a comment, we will
consider
your explanation as to why our comment is inapplicable or a
revision
is unnecessary.  Please be as detailed as necessary in your
explanation.  In some of our comments, we may ask you to provide
us
with supplemental information so we may better understand your
disclosure.  After reviewing this information, we may or may not
raise additional comments.

	Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.

F. Disclosure of Contractual Obligations, page 43

1. Include your interest commitments under your interest-bearing
debt
in this table, or provide textual discussion of this obligation
below
the table.  If you provide a textual discussion, the discussion
should quantify the interest payments using the same time frames
stipulated in the table.  Refer to footnote 46 to Release 33-8350
"Interpretation:  Commission Guidance Regarding Management`s
Discussion and Analysis of Financial Condition and Results of
Operations."

Legal Proceedings, page 56

2. We note that you have assessed the materiality of the your
legal
proceedings with reference to the financial position of the
Company.
Expand your assessment of materiality with reference to your
results
of operations and liquidity.

Item 15 - Controls and Procedures, page 82

3. We note that your Chief Executive Officer and Chief Financial
Officer concluded your disclosure controls and procedures "...were
effective in providing reasonable assurance that the information
which the Company was obliged to disclose in the reports that it
filed and submitted under the terms of the Exchange Act would be
recorded, processed, summarized and reported as and when
required."
This is an incomplete definition of disclosure controls and
procedures per Rules 13a-15(e) and 15d-15(e) of the Exchange Act.
Please revise your disclosure to clarify, if true, that your
officers
concluded that your disclosure controls and procedures are
effective
to ensure that information required to be disclosed by you in the
reports that you file or submit under the Exchange Act is
recorded,
processed, summarized and reported, within the time periods
specified
in the Commission`s rules and forms and to ensure that information
required to be disclosed by an issuer in the reports that it files
or
submits under the Exchange Act is accumulated and communicated to
your management, including its principal executive and principal
financial officers, or persons performing similar functions, as
appropriate to allow timely decisions regarding required
disclosure.
Otherwise, please simply conclude that your disclosure controls
and
procedures are effective or ineffective, whichever the case may
be.

Report of Independent Registered Public Accounting Firm, page F-2

4. We note that PricewaterhouseCoopers Auditores Independentes
makes
reference to another auditors` report.  Please furnish us with a
copy
of this report and provide the referenced report in future
filings.

2.2 Currency Remeasurement, page F-10

5. Tell us under what circumstances the U.S. dollar amounts have
been
remeasured from the financial statement expressed in the local
currency of the countries where Gerdau and each subsidiary
operate.
Expand your disclosures accordingly.

3.14 Revenue Recognition, page F-14

6. We assume that title is transferred upon delivery.  Please
revise
to clarify or tell us under what circumstance you have recognized
revenue prior to delivery.  Refer to SAB Topic 13.A.3.a.

16.2 Other Commitments, page F-45

7. Disclose the significant terms of your long-term supply
agreements.

23 Segment Information, page F-55

8. Disclose the revenues from external customers for each product
and
service or each group of similar products and services.  Refer to
paragraph 37 of SFAS No. 131.  In this regard, we note your
discussion of product categories under your Business Overview
section.

9. Disclose the basis used to attribute revenues from external
customers to individually material countries.  Refer to paragraph
38(a) of SFAS 131.

10. You indicate that information for long steel products in
Brazil
and specialty steel products in Brazil is presented under your
reportable segment Long Brazil since the operations of specialty
steel products in Brazil do not meet any of the quantitative
thresholds established by SFAS No. 131 for presenting separate
information about such segment.  Confirm to us that these
operating
segments meet the aggregation criteria of paragraph 17 of SFAS No.
131.  In this regard, we note that paragraph 19 of SFAS No. 131
clarifies that you may combine information about operating
segments
that do not meet the quantitative thresholds with information
about
other operating segments that do not meet the quantitative
thresholds
to produce a reportable segment only if the operating segments
share
a majority of the aggregation criteria listed in paragraph 17 of
SFAS
No. 131.  If you have inappropriately aggregated your operating
segments under SFAS No. 131, address for us how you will revise
your
segment disclosures.

11. You discuss seven business units within your Long Steel
segment
on page 23.  Address for us whether these seven business units are
operating segments as defined by paragraph 10 of SFAS 131.  If so,
tell us how these seven business units meet the aggregation
criteria
of paragraph 17 of SFAS No. 131.  Provide us with sufficient
information for us to understand how these business units are
economically similar.  In this regard, provide us with a 5 year
trend
analysis of sales and gross margins and address any apparent
dissimilarity among the trends these seven business units depict.

*    *    *    *
		Please respond to these comments within 10 business
days,
or tell us when you will provide us with a response.  Please
provide
us with a supplemental response letter that keys your responses to
our comments and provides any requested supplemental information.
Detailed letters greatly facilitate our review.  Please file your
supplemental response on EDGAR as a correspondence file.  Please
understand that we may have additional comments after reviewing
your
responses to our comments.

      We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision.  Since the company and its management are in
possession of all facts relating to a company`s disclosure, they
are
responsible for the accuracy and adequacy of the disclosures they
have made.

	In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that:

* the company is responsible for the adequacy and accuracy of the
disclosure in the filing;

* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filing; and

* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

		In addition, please be advised that the Division of
Enforcement has access to all information you provide to the staff
of
the Division of Corporation Finance in our review of your filing
or
in response to our comments on your filing.

      If you have any questions regarding these comments, please
direct them to Ryan Rohn, Staff Accountant, at (202) 551-3739 or,
in
his absence, to Jeanne Baker, Assistant Chief Accountant at (202)
551-3691, or to the undersigned at (202) 551-3255.

							Sincerely,

							Nili Shah
							Accounting Branch Chief
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Mr. Jorge Gerdau Johannpeter
Gerdau S.A.
August 17, 2005
Page 2

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-7010

         DIVISION OF
CORPORATION FINANCE

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