Unassociated Document
 
As filed with the U.S. Securities and Exchange Commission on January 5, 2011
Registration No. 333-165772
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________
 
POST EFFECTIVE AMENDMENT NO.  1 TO
FORM F-6
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
For Depositary Shares Evidenced by American Depositary Receipts
___________________
 
COMPANHIA SIDERÚRGICA NACIONAL
(Exact name of issuer of deposited securities as specified in its charter)

National Steel Company
(Translation of issuer's name into English)

Federative Republic of Brazil
(Jurisdiction of incorporation or organization of issuer)

JPMORGAN CHASE BANK, N.A.
(Exact name of depositary as specified in its charter)

1 Chase Manhattan Plaza, 58th Floor
New York, New York 10005
Telephone (800)  990-1135
 (Address, including zip code, and telephone number, including area code, of depositary's principal executive offices)
____________________

Depositary Management Corporation
570 Lexington Avenue, 44th Floor
New York, New York 10022
Telephone: ( 212) 319-4800
(Address, including zip code, and telephone number, including area code, of agent for service)

Copy to:
 
Scott A. Ziegler, Esq.
Ziegler, Ziegler & Associates LLP
570 Lexington Avenue, 44th Floor
New York, New York  10022
(212) 319-7600
 
It is proposed that this filing become effective under Rule 466
 
x 
immediately upon filing
  
 
o
  
 
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
n/a
n/a
n/a
n/a
(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.
 
 
 
 
 
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 to the form of Amendment No. 2 to Deposit Agreement 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)
 
 
I-1
 
 
Item 2.  AVAILABLE INFORMATION

Item Number and Caption
 
Location in Form of American Depositary
Receipt Filed Herewith as Prospectus 
         
  (b) 
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)
 
 
 
I-2
 
 
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 Amendment No. 2 to Deposit Agreement, including the 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.  Previously filed.
 
 
(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.
 
 
II-1
 
 
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 Post-Effective Amendment to Registration Statement on Form F-6 to be signed on its behalf by the undersigned, thereunto duly authorized, in The City of New York, State of New York, on January 5, 2011.
 
 
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/ Gregory A. Levendis  
  Name:
Gregory A. Levendis
 
  Title:
Vice President
  
 
 
II-2
 
 
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 Post-Effective Amendment to Registration Statement on Form F-6 to be signed on its behalf by the undersigned, thereunto duly authorized on January 5, 2011.
 
 
Companhia Siderúrgica Nacional
  
       
       
  By: /s/ Benjamin Steinbruch  
  Name:
Benjamin Steinbruch
  
  Title:
Chief Executive Officer
  
 
Pursuant to the requirements of the Securities Act of 1933, as amended, this Post-Effective Amendment to Registration Statement on Form F-6 has been signed by the following persons in the capacities indicated as of January 5, 2011.
 
 
Name    Title:
   
/s/ Benjamin Steinbruch      Chairman of the Board of Directors
Benjamin Steinbruch       Chief Executive Officer and Director 
   
/s/ Jacks Rabinovich   Vice Chairman of the Board of Directors
Jacks Rabinovich
  
   
/s/ Paulo Penido Pinto Marques   Chief Financial Officer
Paulo Penido Pinto Marques
  
   
/s/ Antonio Francisco dos Santos *  
Director
Antonio Francisco dos Santos
  
     
   
Director
Alexandre Gonçalves Silva
   
 
 
II-3
 
 
 
  
Director
Fernando Perrone
    
     
   
Director
Gilberto Sayão da Silva  
    
     
/s/ Yoshiaki Nakano *  
Director
Yoshiaki Nakano 
    
     
/s/ George E. Boychuk *  
Authorized Representative in the United States
George E. Boychuk
    
Depositary Management Corporation
    
 
     
*By:
/s/ Benjamin Steinbruch  
Name: Benjamin Steinbruch  
Title: Power of Attorney  
 
 
II-4
 

INDEX TO EXHIBITS

Exhibit
Number
    
     
(a)(3)
  
Form of Amendment No. 2 to Deposit Agreement
     
(e)
  
Rule 466 Certification