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Scott
A. Ziegler, Esq.
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Ziegler,
Ziegler & Associates LLP
570
Lexington Avenue, 44th
Floor
New
York, New York 10022
(212)
319-7600
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Title
of each class of
Securities
to be registered
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Amount
to
be registered
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Proposed
maximum aggregate price per unit (1)
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Proposed
maximum
aggregate
offering price (2)
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Amount
of
registration
fee
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American
Depositary Shares evidenced by American Depositary Receipts, each American
Depositary Share representing one common share of Companhia Siderúrgica
Nacional
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200,000,000
American
Depositary Shares
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$0.05
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$10,000,000
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$713
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(1)
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Each
unit represents one American Depositary
Share.
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(2)
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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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Item Number and Caption
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Location
in Form of American Depositary
Receipt Filed Herewith as
Prospectus
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| (1) | Name and address of Depositary |
Introductory
paragraph and bottom of face of American Depositary
Receipt
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| (2) | Title of American Depositary Receipts and identity of deposited securities |
Face
of American Depositary Receipt, top center
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| Terms of Deposit: | ||||
| (i) |
Amount
of deposited securities represented by one unit of American Depositary
Shares
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Face
of American Depositary Receipt, upper right corner
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| (ii) |
Procedure
for voting, if any, the deposited securities
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Paragraph
(12)
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| (iii) |
Collection
and distribution of dividends
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Paragraphs
(4), (5), (7) and (10)
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| (iv) |
Transmission
of notices, reports and proxy soliciting material
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Paragraphs
(3), (8) and (12)
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| (v) |
Sale
or exercise of rights
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Paragraphs
(4), (5) and (10)
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| (vi) |
Deposit
or sale of securities resulting from dividends, splits or plans of
reorganization
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Paragraphs
(4), (5), (10) and (13)
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| (vii) |
Amendment,
extension or termination of the Deposit Agreement
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Paragraphs
(16) and (17)
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| (viii) |
Rights
of holders of ADRs to inspect the transfer books of the Depositary and the
list of Holders of ADRs
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Paragraph
(3)
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| (ix) |
Restrictions
upon the right to deposit or withdraw the underlying
securities
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Paragraphs
(1), (2), (4), and (5)
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| (x) |
Limitation
upon the liability of the Depositary
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Paragraph
(14)
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| (3) | Fees and Charges |
Paragraph
(7)
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Item Number and Caption
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Location
in Form of American Depositary
Receipt Filed Herewith as Prospectus |
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| (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
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Paragraph
(8)
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(a)(1)
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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.
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(a)(2)
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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.
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(a)(3)
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Form of American Depositary Receipt. Filed herewith as Exhibit (a)(3). |
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(b)
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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.
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(c)
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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.
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(d)
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Opinion of Ziegler, Ziegler
& Associates LLP, counsel to the Depositary, as to the legality of the
securities being registered. Filed herewith as Exhibit
(d).
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(e)
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Certification under Rule
466. Filed herewith as Exhibit
(e).
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(a)
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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.
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(b)
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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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Legal
entity created by the form of Deposit Agreement for the issuance of ADRs
evidencing American Depositary Shares
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| By: |
JPMORGAN
CHASE BANK, N.A., as Depositary
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| By: | /s/ Joseph M. Leinhauser | ||
| Name: |
Joseph
M. Leinhauser
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| Title: |
Vice
President
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Companhia
Siderúrgica Nacional
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| By: | /s/ Benjamin Steinbruch | ||
| Name: |
Benjamin
Steinbruch
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| Title: |
Chief
Executive Officer
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Name
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Title:
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/s/ Benjamin
Steinbruch
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Chairman
of the Board of Directors
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| Benjamin Steinbruch | Chief Executive Officer and Director | |
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Vice
Chairman of the Board of Directors
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| Jacks Rabinovich |
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/s/ Paulo Penido Pinto
Marques
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Chief Financial
Officer
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| Paulo Penido Pinto Marques | ||
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/s/ Antonio Francisco dos
Santos
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Director
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| Antonio Francisco dos Santos | ||
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/s/ Dionisio Dias Carneiro
Netto
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Director
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| Dionisio Dias Carneiro Netto | ||
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Director
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| Fernando Perrone | ||
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Director
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| Gilberto Sayão da Silva | ||
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/s/ Yoshiaki
Nakano
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Director
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| Yoshiaki Nakano | ||
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/s/ George E.
Boychuk
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Authorized Representative in
the United States
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| George E. Boychuk | ||
| Depositary Management Corporation |
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Exhibit
Number
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(a)(3)
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Form
of American Depositary Receipt
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(d)
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Opinion
of Ziegler, Ziegler & Associates LLP, counsel to the Depositary, as to
the legality of the securities to be registered.
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(e)
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Rule
466 Certification
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