January 8, 2024

VIA EDGAR TRANSMISSION

Mr. Ken Schuler

Mr. Craig Arakawa

Ms. Melissa Gilmore

Mr. Kevin Woody

Division of Corporation Finance

Office of Manufacturing
U.S. Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549-4631

Dear Mr. Schuler, Mr. Arakawa, Ms. Gilmore and Mr. Woody:

Reference is made to the comment letter from the staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “SEC”) received by National Steel Company (Companhia Siderúrgica Nacional – CSN) (the “Company” or “CSN”) on December 7, 2023, regarding the Company’s annual report on Form 20-F for the fiscal year ended December 31, 2022, filed on April 27, 2023 (the “2022 Form 20-F”). For your convenience, we have reproduced the Staff’s comments in italics and have provided responses immediately below.

The Company will improve its disclosure in accordance with the additional information provided herein in future filings.

SEC Comment No. 1.

Casa de Pedra Mine, page 32

We note your individual material property disclosure beginning in this section. Please locate each of your material properties within 1 mile, using an easily recognizable coordinate system to comply with Item 1304(b)(1)(i) of Regulation S-K.

Response to Comment No. 1.

The following map sets forth our material properties using a coordinate system. The first map presents an overview of our material properties. The second map illustrates Casa de Pedra mine, Engenho mine and Pires beneficiation plant with local details. The third map illustrates Fernandinho mine with local details.

SEC Comment No. 2.

Our Mining Segment, page 32

We note that you have identified multiple mining properties in your filing without differentiating between material and non-material properties and without providing or distinguishing between the summary and individual property disclosures. Please modify your disclosure, as necessary, to identify each of the mining properties as being either material or not material and include all the information prescribed for summary disclosures in Item 1303(b) of Regulation S-K. Please include an overview, and a summary tabulation of resources and reserves. The summary disclosures should be clearly identified and positioned in advance of the individual property disclosures required by Item 1304(b) of Regulation S-K. In addition, please provide the criteria that you considered in identifying properties as material.

Response to Comment No. 2.

CSN Mineração owns the Casa de Pedra, Engenho and Fernandinho mines, which represent CSN’s mining rights that comprise the material properties of CSN’s mining activity. CSN Mineração also integrates its mining complex with the following non-material properties: Pires Beneficiation Plant and Presidente Vargas Steelworks.

Casa de Pedra mining complex is located in the southwest portion of the Iron Quadrangle, in the Congonhas municipality, State of Minas Gerais. Casa de Pedra mining complex and mining concessions are located in a 4,702 hectares property owned by CSN Mineração. The key tenement is no. 043.306/1956 and occupies 2,516 hectares where the Casa de Pedra mine is mainly located.

Fernandinho mine is located in the municipality of Rio Acima, State of Minas Gerais. Currently, this mining complex is not operating, and future operations will depend on detailed geological studies. Fernandinho mine’s activities were suspended in May 2015. Since then, no work has been carried out to evaluate the mineral resources and mineral reserves.

The followings tables set forth the mineral reserves of each of Casa de Pedra mine and Engenho mine:

SEC Comment No. 3.

Mineral Resources, page 33

We understand that all mineral reserves and mineral resources are presented on a 100% ownership basis, though you only own 78.2% of CSN Mineração. Please modify your filing and report all your resources and reserves that are attributable to your ownership interest as of December 31, 2022. See Item 1303(b)(3)(iii) of Regulation S-K.

Response to Comment No. 3.

CSN’s ownership in its subsidiary CSN Mineração as of December 31, 2022 was 79.75%. The following table sets forth the mineral reserves and mineral resources that are attributable to CSN’s ownership interest as of December 31, 2022:

SEC Comment No. 4.

Mineral Resources, page 33

Please disclose all your mineral resource summaries exclusive of reserves at the end of the most recently completed fiscal year (December 31, 2022), as required by Item 1303(b)(3)(ii) of Regulation S-K.

Response to Comment No. 4.

The following tables set forth CSN’s total mineral resources that are attributable to its ownership interest as of December 31, 2022. For this item there was no distinction between Casa de Pedra mine and Engenho mine.

SEC Comment No. 5.

Mineral Resources, page 33

Please include the commodity price used, metallurgical recovery, and the cutoff grade with all your resource and reserve disclosures as required by Item 1303(b)(3) of Regulation S-K.

Response to Comment No. 5.

The following table sets forth the reasonable prospects for eventual economic extraction (RPEEE) pit optimization parameters:

The following table sets forth the reserves pit optimization parameters:

The economic cutoff grade to decide whether a block should be mined or left in-situ was calculated by the NPVS Software of Datamine. The reserves economic cutoff is calculated at 22.40%.

SEC Comment No. 6.

Mineral Reserves, page 36

Please modify your filing and provide an updated reconciliation with depletion due to mining activities for your resources/reserves as reported this year compared to last year, as required by Item 1304(e) of Regulation S-K.

Response to Comment No. 6.

The following chart sets forth the depletion of our mineral reserves:

The following table sets forth the reconciliation with depletion due to mining activities for CSN Mineração’s resources and reserves:

The following table sets forth the reconciliation with depletion due to mining activities for CSN’s ownership interest in CSN Mineração’s resources and reserves:

SEC Comment No. 7.

Mineral Reserves, page 36

Please state the resources and reserves for both the Engenho and Fernandinho mines.

Response to Comment No. 7.

The following tables set forth the mineral resources and mineral reserves for Engenho mine:

Fernandinho mine’s activities were suspended in May 2015. Since then, no work has been carried out to evaluate the mineral resources and mineral reserves. The following table sets forth the mineral resources and mineral reserves for Fernandinho mine as last measured:

SEC Comment No. 8.

Elizabeth Mines, page 45

Please revise your filing to report each individual property’s production by product such as iron ore or limestone, etc. as required by Item 1303(b)(2)(i) of Regulation S-K.

Response to Comment No. 8.

CSN’s Elizabeth cement property includes an open pit mine of limestone, clay and sand. The mining rights over the mineral reserves area comprises 746.73 hectares, as required by the Brazilian National Mining Agency (Agência Nacional de Mineração – ANM). The mining project is developed in three phases, with four pits. The mining process is performed in the following sequence: (i) cleaning of the area; (ii) removal of mining waste; (iii) disassembling; (iv) crushing; and (v) transport. The deposit is exploited mechanically in an open pit. The rocks are dismantled by explosives, which are delivered on the same day of detonation for immediate use following an established fire plan.

The following tables set forth each individual property’s production by product in the last three fiscal years:

SEC Comment No. 9.

Pitimbu Mine, page 47

We note your resources in this section and elsewhere in your filing, are disclosed as the sum of your measured and indicated resources. Please revise your filing and disclose all your attributable resources into the three separate classes, measured, indicated, and/or inferred for the most recently completed fiscal year (December 31, 2022) as required by Item 1303(b)(3) of Regulation S-K.

Response to Comment No. 9.

The following tables set forth CSN’s mineral resources, mineral reserves and mine life information:

SEC Comment No. 10.

Technical and Economic Use, page 48

Please correct the nomenclature for the Pitimbu mine’s indicated reserve.

Response to Comment No. 10.

The following charts show Pitimbu mine’s indicated reserves:

SEC Comment No. 11.

Mineral Reserves and Mine Life, page 50

Your disclosure of the Barroso and Pedro Leopoldo plants beginning on page 48 indicates the same mines, the Capoeira Grande and Mata do Ribeirao supply both plants but have different resources/reserves. Please review and correct this discrepancy.

Response to Comment No. 11.

The following tables set forth the requested information relating to the Barroso and the Pedro Leopoldo plants:

SEC Comment No. 12.

Exhibit 96.1 Arcos

Local Geology, page 41, page EA-41

Please modify your filing and insure you have provided at least one cross-section of the local geology as required by Item 601(b)(96)(iii)(B)(6)(iii) of Regulation S-K.

Response to Comment No. 12.

The following tables set forth a longitudinal cross-section N–S and cross-sections A–A’ and B–B’:

SEC Comment No. 13.

Exhibit 96.1 Arcos – A

QA/QC, page 54, page EA-54

Please modify your filing and provide the opinion of the qualified person regarding the adequacy of the sample preparation, security, and analytical procedures as required by Item 601(b)(96)(iii)(B)(8)(iv) of Regulation S-K.

Response to Comment No. 13.

It is the qualified person’s opinion that the Quality Assurance and Quality Control required by Item 601(b)(96)(iii)(B)(8)(iv) of Regulation S-K of the sampling process were fulfilled, including compliant sample preparation, security and analytical procedures. Procedures followed sampling standards, with lithologic description of the cores, division of the samples by lithology, crushing, quartering and homogenization. In addition, a twin sample was stored for future analysis, if necessary.

Chemical analyses were conducted in certified external laboratories with the following analytical references: CSA17V, ISE03B, XRF75V, PHYo1E LOI, XRF79C. Density determination was carried out in SGS Geosol Laboratories.

In detail, 5% of stored samples (1 in 20) were taken for chemical analysis of 10 major oxides through X-ray fluorescence, fusion with lithium tetraborate, and analysis of minor chlorine, carbon and sulfur elements. This procedure was carried out in all survey campaigns from 2007 to 2021. The results showed the coherence of the chemical analysis carried out. The same methodology was applied to determine the density of the materials. SGS Geosol laboratories conducted measurements in 2007, 2011, 2017 and 2020 survey campaigns.

SEC Comment No. 14.

Exhibit 96.1 Arcos - A

Data Validation, page 55, page EA-55

Please modify your filing and provide the qualified person’s opinion regarding the adequacy of the data and verification procedures for the purposes of the technical report summary as required the by Item 601(b)(96)(iii)(B)(9)(iii) of Regulation S-K.

Response to Comment No. 14.

The qualified person’s opinion regarding the data validation and verification procedures were given as required by Item 601(b)(96)(iii)(B)(9)(iii) of Regulation S-K, as the geological interpretation conference, block modeling, grade estimation check and update with the topographic survey. The conference comprised the review of the geological interpretation, verifying the parameters and methodology used to estimate the blocks’ volumes and grades, and validating compliance with the “Reasonable Prospects for Economic Extraction” requirement of S-K 1300.

SEC Comment No. 15.

Exhibit 96.1 Arcos - A

Cutoff, page 85, page EA-85

Please modify your filing and disclose the cutoff grade for your reserve estimates along with all the parameters used to prepare this calculation. See Item 601(b)(96)(iii)(B)(12)(iii) of Regulation S-K.

Response to Comment No. 15.

The cement manufacturing process accepts all lithologies as raw materials for determining mineral resources. CSN only takes into account the lime saturation factor and considers the lithology will only be considered waste material if, in the composition of the mixture of raw materials for making the raw mix design, the percentage of a given lithology drastically reduces the saturation factor. As Bocaina is a mine with pure material, CSN must use low calcium carbonate raw materials to make the raw mix design.

The fluxes with calcitic limestone specification is 51% to 53% of CaO, 1.2 to 3.3% of MgO, and up to 1.65 of SiO2, as well as dolomitic limestone with a specification of 35.50% to 38.00 of CaO, 14.5% to 16.5% of MgO and up to 2.3% of SiO2, are fully met by the assessed mineral resources.

SEC Comment No. 16.

Exhibit 96.1 Arcos - A

Market Study, page 114, page EA-114

Please modify your filing to describe your individual salable product specifications and present the 5-year historic prices with your forecast pricing as used in your cash flow analysis. See Item 601(b)(96)(iii)(B)(16)(i) of Regulation S-K.

Response to Comment No. 16.

Bocaina mine and quarry are integrated into the cement manufacturing plant in Arcos. In addition, Bocaina mine and quarry provide essential fluxes to the steelmaking process at Presidente Vargas Steelworks.

Bocaina mine produces calcitic limestone for cement manufacturing, and calcitic limestone and dolomitic limestone fluxes, as set forth in the following table:

The limestone for cement manufacturing is transferred at cost to CSN’s cement plant in the same industrial complex site. CSN does not sell limestone to other players.

The calcitic and dolomitic limestone used at Presidente Vargas Steelworks is sold by Bocaina mine and quarry, with which CSN maintains a contract setting forth volumes, specifications and sales prices. There are no outside sales to other industries or players.

The qualified person understands that volume transfer operations are carried out at cost between industrial units; therefore, the information is restricted and internal to the company. On the other hand, the qualified person ensures that costs, prices and volumes are consistent with the historical costs of similar operations and with sales contracts established between the parties.

For active mining operations, the price and volume profile used to estimate mineral resources and mineral reserves reflects current market conditions for short-term forecasts. There is a tendency for fluctuations in the estimate of long-term costs and volumes based on CSN’s expectations. The products sold are declared in current contracts.

It is the qualified person’s opinion that the economic viability of mineral reserves and the estimated prices, combined with other engineering parameters and modifying factors, were applied only to measured and indicated mineral reserves.

Public quotation is also unavailable for limestone transferred at cost or sold internally at the same group. As mentioned, the qualified person ensures that the costs incurred by Bocaina mine and the prices charged internally guarantee the sustainability and economic viability of the mineral enterprise.

In the cash flow analysis, CSN considered US$4.81 per ton and US$2.81 per ton for Presidente Vargas Steelworks and the cement plant mineral products delivered, respectively. The qualified person ensured that these numbers were reasonable and conservative to project the cash flow analysis, considering each product’s internal mining process, specification and productivity.

SEC Comment No. 17.

Exhibit 96.1 Arcos - A

Mine Closure Plan, page 116, page EA-116

We reviewed the Environmental Studies, Permitting, And Plans, Negotiations, Or Agreements with Local Individuals or Groups section of your technical report summary. Please modify your filing and include the QP’s opinion as to the adequacy of current plans for environmental compliance, permitting, and addressing issues with local individuals or groups required by Item 601(b)(96)(iii)(B)(17)(vi) of Regulation S-K.

Response to Comment No. 17.

It is the qualified person’s opinion that CSN is materially complying with environmental plans, and not only with local individuals and groups. No significant problems deserve to be highlighted. The short and

medium-term focus should be the frequent management of environmental aspects with local communities and compliance with requests from regulatory agencies.

SEC Comment No. 18.

Exhibit 96.1 Arcos - A

Capital Costs, page 117, page EA-117

We note your capital for Mobile Equipment is different from the amount used in your economic analysis. Please review and modify your filing and define the accuracy of your capital and operating costs estimates as required by Item 601(b)(96)(iii)(B)(18)(i) of Regulation S-K.

Response to Comment No. 18.

The correct value of Life of Mine’s total investment in millions of U.S. dollars in mobile equipment is US$83.48. Due to a typing error, the value of U$97.9 represents the sum of the investment in mobile equipment (US$83.48), compensation (US$0.96) and mine closure (US$13.47).

The capital and operational costs were based on budgets and historical costs obtained when the qualified person prepared the report. Also, based on Bocaina mine and quarry information, the qualified person declared that the increase in transportation costs over time will increase with ATD (Average Transport Distance) throughout the useful life of the mine. It is the qualified person’s estimation that the cost has an accuracy of +; - 15%.

SEC Comment No. 19.

Exhibit 96.2 Casa de Pedra

Property location, page 32, page EB-32

Please review and correct the property coordinates for the Casa de Pedra mining complex.

Response to Comment No. 19.

The Casa de Pedra mining complex, which comprises the Casa de Pedra mine and Engenho mine, has the following coordinates: 612,000E and 7,773,600N, based on the Brazil SIRGAS 2000 Datum, and covers an area of 4,701.55 hectares.

SEC Comment No. 20.

Exhibit 96.2 Casa de Pedra

Mineral Resources as of 31 December 2021, page 87, page EB-87

Please provide all the parameters for the pit optimization that demonstrated reasonable prospects of economic extraction and provide an example. See Item 601(b)(96)(iii)(B)(11)(iii) of Regulation S-K.

Response to Comment No. 20.

The following table sets forth the parameters for the pit optimization:

SEC Comment No. 21.

Exhibit 96.2 Casa de Pedra

Metallurgical Recovery, page 96, page EB-96

Please provide the overall metallurgical recoveries for your salable products.

Response to Comment No. 21.

The following tables set forth the overall metallurgical recoveries for our salable products:

For P15 Project, CSN has a recovery that varies between 42% and 43% (using soft and compact lithologies) and reaches 49% when fed with 100% friable lithology, depending on the contents and lithologies fed, according to ECM Projetos Industriais Ltda., the engineering company responsible for P15 Project.

SEC Comment No. 22.

Exhibit 96.2 Casa de Pedra - A

Cost assumptions, page 97, page EB-97

Please explain the significant variance between your cost assumptions and the estimated operating costs found in Section 18 and your economic analysis.

Response to Comment No. 22.

CSN’s economic assessment factors consider financial parameters, revenue assumptions and cost assumptions, as explained below.

Financial parameters: foreign exchange rate of R$5.40 / US$1.00 based on long-term forecasts of CSN Mineração; additionally, a discount rate of 9% was considered.

Revenue assumptions: long-term iron ore prices assumed by CSN Mineração for mine planning purposes correspond to year 2025; the following table sets forth the product pricing forecast:

The following table sets forth applicable taxes:

Cost assumptions: input costs considered for pit optimization are based on a combination of historical data and CSN Mineração’s forecasts; the following table sets forth the mining costs assumed for pit optimization:

The following table sets forth the cost of mineral processing, product handling and transportation, among others:

SEC Comment No. 23.

Exhibit 96.2 Casa de Pedra - A

Cutoff grades, page 98, page EB-98

Please provide all the parameters for your cutoff grade and provide an example. Please clarify whether this is a breakeven or marginal cutoff grade. See Item 601(b)(96)(iii)(B)(12)(iii) of Regulation S-K.

Response to Comment No. 23.

The following table sets forth the parameters for our cutoff grade:

CSN Mineração does not apply a cutoff grade as a parameter for establishing reasonable prospects of economic extraction. The overall economic cutoff grades for mineral resources at $95/t is 18.6% Fe.

SEC Comment No. 24.

Exhibit 96.2 Casa de Pedra - A

Mineral reserve as of 31 December 2021, page 101, page EB-101

Please modify your filing and disclose the cutoff grade and metallurgical recovery for your reserve estimates along with all the parameters used to prepare this calculation. See Item 01(b)(96)(iii)(B)(12)(iii) of Regulation S-K.

Response to Comment No. 24.

The following table sets forth the elements applied to calculate the cutoff grade for mineral resources:

Casa de Pedra mining complex (Includes Engenho Mine) – summary of RPEEE Mineral Resource Pit Optimization Parameters

For resources, the calculated cutoff is 18.6% Fe.

The following table sets forth the elements applied to calculate the cutoff grade for mineral reserves:

Casa de Pedra mining complex (Casa de Pedra and Engenho) – Reserves Pit Optimization parameters, 2022.

For reserves, the calculated cutoff is 22.4% Fe. This is the breakeven cutoff and there is no other calculated cutoff.

The economic cutoff grade to decide whether a block should be mined or left in-situ was calculated by the NPVS software of Datamine. For reserves, the calculated economic cutoff is 22.40%.

SEC Comment No. 25.

Exhibit 96.2 Casa de Pedra - A

Mine Schedule, page 105, page EB-105

Please provide annual numerical values for your life of mine production schedule. This would include annual processed ore with associated grades for the life of mine. See Item 601(b)(96)(iii)(B)(13) of Regulation S-K.

Response to Comment No. 25.

The following table sets forth the annual numerical values for our life of mine production schedule:

SEC Comment No. 26.

Exhibit 96.2 Casa de Pedra - A

Economic Analysis, page 155, page EB-155

We note you provided a cash flow summary for your mining project’s reserves. Please provide an annual cash flow based on your annual production schedule for the life of your project’s reserves and provide appropriate line items, such as revenues, operating costs, capital expenditures, royalties, taxes, and other line items necessary to define your after-tax cash flow. See Item 601(b)(96)(iii)(B)(19)(ii) of Regulation S-K.

Response to Comment No. 26.

Following is revised disclosure:

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If you have any questions or require any additional information with respect to the above, please do not hesitate to contact Tobias Stirnberg, CSN’s counsel, at +55 (11) 3927-7702.

Sincerely,

/s/ Marcelo Cunha Ribeiro

___________________________________
Companhia Siderúrgica Nacional
By: Marcelo Cunha Ribeiro

Title: Chief Financial and Investor Relations Officer

cc: Tobias Stirnberg

Milbank LLP