If a separate registration statement has been filed to register the deposited shares, check the following box. o

CALCULATION OF REGISTRATION FEE

Title of each class of Securities to be registered	Amount to be registered	Proposed maximum aggregate price per unit (1)	Proposed maximum aggregate offering price (2)	Amount of registration fee
American Depositary Shares evidenced by American Depositary Receipts, each American Depositary Share representing one common share of Companhia Siderúrgica Nacional	100,000,000 American Depositary Shares	$0.05	$5,000,000	$279

(1)	Each unit represents one American Depositary Share.

(2)	Estimated solely for the purpose of calculating the registration fee.  Pursuant to Rule 457(k), such estimate is computed on the basis of the maximum aggregate fees or charges to be imposed in connection with the issuance of American Depositary Receipts evidencing American Depositary Shares.

 

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PART I

INFORMATION REQUIRED IN PROSPECTUS

 

The Prospectus consists of the form of American Depositary Receipt ("ADR" or "American Depositary Receipt") filed as Exhibit (a)(3) hereof, which is incorporated herein by reference.

 

CROSS REFERENCE SHEET

 

Item 1.  DESCRIPTION OF SECURITIES TO BE REGISTERED

 

Item Number and Caption				Location in Form of American Depositary Receipt Filed Herewith as Prospectus
(1)	Name and address of Depositary			Introductory paragraph and bottom of face of American Depositary Receipt
(2)	Title of American Depositary Receipts and identity of deposited securities			Face of American Depositary Receipt, top center
	Terms of Deposit:
	(i)	Amount of deposited securities represented by one unit of American Depositary Shares		Face of American Depositary Receipt, upper right corner
	(ii)	Procedure for voting, if any, the deposited securities		Paragraph (12)
	(iii)	Collection and distribution of dividends		Paragraphs (4), (5), (7) and (10)
	(iv)	Transmission of notices, reports and proxy soliciting material		Paragraphs (3), (8) and (12)
	(v)	Sale or exercise of rights		Paragraphs (4), (5) and (10)
	(vi)	Deposit or sale of securities resulting from dividends, splits or plans of reorganization		Paragraphs (4), (5), (10) and (13)
	(vii)	Amendment, extension or termination of the Deposit Agreement		Paragraphs (16) and (17)
	(viii)	Rights of holders of ADRs to inspect the transfer books of the Depositary and the list of Holders of ADRs		Paragraph (3)
	(ix)	Restrictions upon the right to deposit or withdraw the underlying securities		Paragraphs (1), (2), (4), and (5)
	(x)	Limitation upon the liability of the Depositary		Paragraph (14)
(3)	Fees and Charges			Paragraph (7)

 

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Item 2.  AVAILABLE INFORMATION

Item Number and Caption				Location in Form of American Depositary Receipt Filed Herewith as Prospectus
	(a)	Statement that Companhia Siderúrgica Nacional is subject to the periodic reporting requirements of the Securities Exchange Act of 1934, as amended, and, accordingly, files certain reports with the Securities and Exchange Commission		Paragraph (8)

 

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PART II

 

INFORMATION NOT REQUIRED IN PROSPECTUS

 

Item 3.  EXHIBITS

 

(a)(1)

Form of Amended and Restated Deposit Agreement dated as of November 1, 1997 as amended and restated as of November 13, 1997 among Companhia Siderúrgica Nacional, Morgan Guaranty Trust Company of New York, as successor depositary (the "Depositary"), and all holders from time to time of American Depositary Receipts issued thereunder (the "Deposit Agreement").Previously filed as Exhibit (a) to Registration Statement on Form F-6 (333-7818) filed with the Securities and Exchange Commission, which is incorporated herein by reference.

 

(a)(2)

Form of Amendment No. 1 to Deposit Agreement.  Previously filed as Exhibit (a)(2) to Registration Statement on Form F-6EF (333-115078) filed with the Securities and Exchange Commission, which is incorporated herein by reference.

 

(a)(3)

Form of American Depositary Receipt.  Filed herewith as Exhibit (a)(3).

 

(b)

Any other agreement to which the Depositary is a party relating to the issuance of the American Depositary Shares registered hereunder or the custody of the deposited securities represented thereby.  Not Applicable.

 

(c)

Every material contract relating to the deposited securities between the Depositary and the issuer of the deposited securities in effect at any time within the last three years.  Not Applicable.

 

(d)

Opinion of Ziegler, Ziegler & Associates LLP, counsel to the Depositary, as to the legality of the securities being registered.  Filed herewith as Exhibit (d).

 

(e)

Certification under Rule 466.  Filed herewith as Exhibit (e).

 

Item 4.  UNDERTAKINGS

 

(a)

The Depositary hereby undertakes to make available at the principal office of the Depositary in the United States, for inspection by holders of the American Depositary Receipts, any reports and communications received from the issuer of the deposited securities which are both (1) received by the Depositary as the holder of the deposited securities, and (2) made generally available to the holders of the underlying securities by the issuer.

 

(b)

If the amounts of fees charged are not disclosed in the prospectus, the Depositary undertakes to prepare a separate document stating the amount of any fee charged and describing the service for which it is charged and to deliver promptly a copy of such fee schedule without charge to anyone upon request.  The Depositary undertakes to notify each registered holder of an American Depositary Receipt thirty days before any change in the fee schedule.

 

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SIGNATURE

 

Pursuant to the requirements of the Securities Act of 1933, as amended, JPMorgan Chase Bank, N.A. on behalf of the legal entity created by the Deposit Agreement, certifies that it has reasonable grounds to believe that all the requirements for filing on Form F-6 are met and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in The City of New York, State of New York, on November 9, 2009.

 

	Legal entity created by the form of Deposit Agreement for the issuance of ADRs evidencing American Depositary Shares
	By:	JPMORGAN CHASE BANK, N.A., as Depositary
	By:	/s/ Joseph M. Leinhauser
	Name:	Joseph M. Leinhauser
	Title:	Vice President

 

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SIGNATURES

 

Pursuant to the requirements of the Securities Act of 1933, Companhia Siderúrgica Nacional certifies that it has reasonable grounds to believe that all the requirements for filing on Form F-6 are met and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized on  November 9, 2009.

 

	Companhia Siderúrgica Nacional
	By:	/s/ Benjamin Steinbruch
	Name:	Benjamin Steinbruch
	Title:	Chief Executive Officer

 

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Benjamin Steinbruch  his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including pre-effective and post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitute or substitutes, may lawfully do or cause to be done by virtue thereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities indicated as of November 9, 2009.

 

Name			Title:
/s/ Benjamin Steinbruch			Chairman of the Board of Directors
Benjamin Steinbruch
/s/ Jacks Rabinovich			Vice Chairman of the Board of Directors
Jacks Rabinovich

 

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/s/ Benjamin Steinbruch			Chief Executive Officer and Director
Benjamin Steinbruch
/s/ Paulo Penido Pinto Marques			Chief Financial Officer
Paulo Penido Pinto Marques
/s/ Antonio Francisco dos Santos			Director
Antonio Francisco dos Santos
			Director
Dionisio Dias Carneiro Netto
			Director
Fernando Perrone
			Director
Gilberto Sayão da Silva
/s/ Yoshiaki Nakano			Director
Yoshiaki Nakano
/s/ George Boychuk			Authorized Representative in the United States
George Boychuk

 

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INDEX TO EXHIBITS

Exhibit Number
(a)(3)	Form of American Depositary Receipt.
(d)	Opinion of Ziegler, Ziegler & Associates LLP, counsel to the Depositary, as to the legality of the securities to be registered
(e)	Rule 466 Certification