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Proc-Type: 2001,MIC-CLEAR
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<SEC-DOCUMENT>0000911420-04-000439.txt : 20041027
<SEC-HEADER>0000911420-04-000439.hdr.sgml : 20041027
<ACCEPTANCE-DATETIME>20041027110725
ACCESSION NUMBER:		0000911420-04-000439
CONFORMED SUBMISSION TYPE:	6-K
PUBLIC DOCUMENT COUNT:		3
CONFORMED PERIOD OF REPORT:	20041027
FILED AS OF DATE:		20041027
DATE AS OF CHANGE:		20041027

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			GERDAU SA
		CENTRAL INDEX KEY:			0001073404
		STANDARD INDUSTRIAL CLASSIFICATION:	STEEL WORKS, BLAST FURNACES & ROLLING & FINISHING MILLS [3310]
		IRS NUMBER:				000000000
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		6-K
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	001-14878
		FILM NUMBER:		041098441

	BUSINESS ADDRESS:	
		STREET 1:		AV FARRAPOS 1811
		STREET 2:		PORTO ALEGRA
		CITY:			RIO GRANDE DO SOL BR
		STATE:			D5

	MAIL ADDRESS:	
		STREET 1:		AVENIDA ARRAPOS, 1811
		STREET 2:		POTE ALGRE, RIO GRANDE DO SUL
		CITY:			BRAZIL
		STATE:			D5
		ZIP:			00000
</SEC-HEADER>
<DOCUMENT>
<TYPE>6-K
<SEQUENCE>1
<FILENAME>d1001085.txt
<DESCRIPTION>REPORT OF FOREIGN PRIVATE ISSUER
<TEXT>
- --------------------------------------------------------------------------------

                                    FORM 6-K
                     U.S. SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


                        REPORT OF FOREIGN PRIVATE ISSUER
                   PURSUANT TO RULE 13A-16 OR 15D-16 UNDER THE
                         SECURITIES EXCHANGE ACT OF 1934


                             dated October 27, 2004


                         Commission File Number 1-14878


                                   GERDAU S.A.
                    (Exact Name as Specified in its Charter)

                                       N/A
                       (Translation of Registrant's Name)

                                Av. Farrapos 1811
             Porto Alegre, Rio Grande do Sul - Brazil CEP 90220-005
                    (Address of principal executive offices)


         Indicate by check mark whether the registrant files or will file annual
reports under cover Form 20-F or Form 40-F.

         Form 20-F    X    Form 40-F_____

         Indicate by check mark if the registrant is submitting the Form 6-K in
paper as permitted by Regulation S-T Rule 101(b)(1): ____

         Indicate by check mark if the registrant is submitting the Form 6-K in
paper as permitted by Regulation S-T Rule 101(b)(7): ____

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

         Yes ___                    No  X

         If "Yes" is marked, indicate below the file number assigned to the
registrant in connection with Rule 12g3-2(b): Not applicable.

- --------------------------------------------------------------------------------


<PAGE>


                                   SIGNATURES

         Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused the Report to be signed on its behalf by the
undersigned, thereunto duly authorized.


Date:  October 27, 2004

                                     GERDAU S.A.


                                     By:/s/Osvaldo Burgos Schirmer
                                        ------------------------------
                                        Name:  Osvaldo Burgos Schirmer
                                        Title: Chief Financial Officer


<PAGE>


                                  EXHIBIT INDEX


Exhibit             Description of Exhibit
- -------             ----------------------

99.1                Press release dated October 15, 2004

99.2                Notice to Shareholders dated October 22, 2004


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.1
<SEQUENCE>2
<FILENAME>e998392.txt
<DESCRIPTION>PRESS RELEASE
<TEXT>
                                                                    Exhibit 99.1



             GERDAU AMERISTEEL PRICES OFFERING OF ITS COMMON SHARES

Toronto, ON, October 15, 2004 - Gerdau Ameristeel Corporation (TSX: GNA.TO)
today announced that its registration statement has become effective under the
U.S. Securities Act of 1933 and that it has obtained a receipt for a final
prospectus from Canadian securities regulatory authorities in connection with
its offering of 70 million common shares, of which Gerdau S.A, its parent, will
purchase 35 million common shares and 35 million common shares will be
distributed to the public through an underwriting syndicate described below. The
common shares are being sold in the United States and Canada at a price of
$4.70, or Cdn. $5.90, per share. The total gross proceeds will be approximately
$329 million, or Cdn. $413 million. If the underwriters exercise their
overallotment option in full (for 5.25 million common shares) and Gerdau S.A.,
as it has agreed, purchases an equivalent number of additional common shares,
total gross proceeds will be approximately $378 million, or Cdn. $475 million.

The proceeds of this offering will be used to finance Gerdau Ameristeel's
previously announced proposed acquisition of certain assets and working capital
of four long steel product mills and four downstream facilities, which are
referred to as North Star Steel, from Cargill, Incorporated, to fund capital
expenditures and working capital and for general corporate purposes.

Merrill Lynch, Pierce, Fenner & Smith Incorporated and BMO Nesbitt Burns Inc.
are acting as joint book-running managers for the public offering in the United
States and Canada. CIBC World Markets Corp., J.P. Morgan Securities Inc. and
Morgan Stanley & Co. Incorporated are acting as underwriters.

The common shares will commence trading on the New York Stock Exchange today
under the symbol GNA. The offering is expected to close on or about October 20,
2004.

For more information on the offering or to obtain a copy of the prospectus
relating to this offering, contact: Merrill Lynch at World Financial Center, 250
Vesey St., New York, NY 10080 or 181 Bay Street, Suite 400, Toronto, Ontario M6G
2S9, or BMO Nesbitt Burns, 1 First Canadian Place, 4th Floor, Toronto, Ontario
M5X 1H3.

This press release shall not constitute an offer to sell or the solicitation of
an offer to buy, nor shall there be any sale of these securities in any
province, state or other jurisdiction in which such offer, solicitation or sale
would be unlawful prior to registration or qualification under the securities
laws of any province, state or other jurisdiction.

ABOUT GERDAU AMERISTEEL

Gerdau Ameristeel is the second largest minimill steel producer in North America
with annual manufacturing capacity of over 6.4 million tons of mill finished
steel products. Through its vertically integrated network of 11 minimills
(including one 50%-owned minimill), 13 scrap recycling facilities and 32
downstream operations, Gerdau Ameristeel primarily serves customers in the
eastern half of North America. The company's products are generally sold to
steel service centers, fabricators, or directly to original equipment
manufacturers for use in a variety of industries, including construction,
automotive, mining and equipment manufacturing. Gerdau Ameristeel's common
shares are traded on the Toronto Stock Exchange under the symbol GNA.TO.


<PAGE>


FORWARD LOOKING INFORMATION

This news release may contain forward-looking information with respect to Gerdau
Ameristeel. Actual results may differ from these forward-looking statements due
to numerous factors, including global competition, steel imports, market supply
and demand for steel, pricing of energy and raw material inputs and other
matters. These and other factors are outlined in Gerdau Ameristeel's regulatory
filings with the Canadian securities regulatory authorities and the United
States Securities and Exchange Commission. Readers are cautioned that the
foregoing list of important factors affecting forward-looking statements is not
exhaustive. Furthermore, the forward-looking statements contained herein are
made as of the date of this document, and Gerdau Ameristeel does not undertake
any obligation to update publicly or to revise any of the included
forward-looking statements, whether as a result of new information, future
events or otherwise. The forward-looking statements contained in this document
are expressly qualified by this cautionary statement.

FOR MORE INFORMATION PLEASE CONTACT:
Tom J. Landa
Vice President and Chief Financial Officer
Gerdau Ameristeel
(813) 207-2300
tlanda@gerdauameristeel.com

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.2
<SEQUENCE>3
<FILENAME>e1000973.txt
<DESCRIPTION>NOTICE TO SHAREHOLDERS
<TEXT>
                                                                   Exhibit 99.2



                             NOTICE TO SHAREHOLDERS

                              PAYMENT OF DIVIDENDS

We would like to inform our Shareholders that the Boards of the companies listed
below (in meetings to be held on November 3, 2004) will deliberate about the
proposals presented by management regarding the complementary payment of
dividends for the third quarter of the current fiscal year. The amounts will be
calculated and paid based on the position held by shareholders on November 3,
2004. The payment date will be November 17, 2004, and constitute an anticipation
of the annual minimum dividend as stated in the by-laws, as follows:

                                AMOUNT PER SHARE
                                ----------------

             COMPANY                         COMMON AND PREFERRED SHARES
             -------                         ---------------------------
      METALURGICA GERDAU S.A.                           R$ 0.91
      GERDAU S.A.                                       R$ 0.53

The total dividend and interest on capital stock stated for the third quarter of
the current fiscal year is:

 - Metalurgica Gerdau S.A. - R$ 141.0 million, equivalent to R$ 1.71 per share;
 - Gerdau S.A. - R$ 292.2 million, equivalent to R$ 0.99 per share.

Please note that shares acquired on November 4, 2004, inclusive, in the Stock
Market will be Ex-Dividend.


                         Porto Alegre, October 22, 2004.

                             Osvaldo Burgos Schirmer
                                 Vice President
                           Investor Relations Director

</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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