Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.  

MATERIAL FACT

Publicly Held Company

COMPANHIA SIDERÚRGICA NACIONAL

Rua São José nº 20, Grupo 1602

Rio de Janeiro/RJ

Corporate Taxpayer’s ID (CNPJ): 33.042.730/0001-04

Companhia Siderúrgica Nacional (“CSN”), pursuant to Article 157, paragraph 4, of Law 6404/76 and CVM Instruction 358/02, hereby informs its shareholders and the market in general that, on this date, signed a Memorandum of Understanding (“MOU”) with Grupo Alfonso Gallardo, S.L.U. (“AG Group”), which establishes, among other terms and conditions, a period of exclusivity between the parties for negotiating and possibly acquiring all the shares held by AG Group (“Transaction”) in Cementos Balboa S.A. (“Balboa”), Corrugados Azpeitia, S.L. (“Azpeitia”) and Corrugados Lasao, S.L.U. (“Lasao”).

Balboa is a cement and clinker producer located in the Extremadura region of Spain, with an installed production capacity of 1.4 million tonnes of cement and 1.1 million tonnes of clinker per year. The company owns a limestone and shale mine within a distance of 5 km from the plant.

Azpeitia and Lasao are long steel manufacturers with plants in the Basque Country. Azpeitia is specialized in the production of rebars and has an installed production capacity of 1.1 million tonnes per year, while Lasao produces electro-welded mesh and has an installed production capacity of 200,000 tonnes per year.

The value of the Transaction, which is subject to possible adjustments as a result of due diligence, pursuant to the terms and conditions set forth in the MOU, is estimated at €352 million, to which around €30 million may be added as working capital. CSN and AG Group will also continue their negotiations seeking a convergence of interests in regard to other AG Group’s assets.

The Transaction aims to strengthen CSN’s presence in the cement and long steel sectors, reinforcing its world-class project portfolio composed of high-quality assets and mineral reserves.

The conclusion of the Transaction is subject to due diligence and the normal conditions precedent associated with this type of transaction, including corporate, regulatory and/or antitrust approvals and the negotiation and signing of the definitive agreements under terms that are satisfactory to both parties. The parties expect the negotiations related to the Transaction to be concluded in the first quarter of 2011.

The Company will keep the CVM, the BM&FBOVESPA and the market informed of any further developments related to the issues dealt with in this Material Fact.

Rio de Janeiro, Brazil, December 9, 2010.

Companhia Siderúrgica Nacional

Paulo Penido Pinto Marques

Investor Relations Officer