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United States securities and exchange commission logo





                              June 9, 2022

       Rafael Japur
       Chief Financial Officer
       GERDAU S.A.
       Av. Dra. Ruth Cardoso, 8,501-8th floor
       Sao Paulo, Brazil CEP 05425-070

                                                        Re: GERDAU S.A.
                                                            Form 20-F for the
Year Ended December 31, 2021
                                                            File No. 001-14878

       Dear Mr. Japur:

              We have limited our review of your filing to the financial
statements and related
       disclosures and have the following comments. In some of our comments, we
may ask you to
       provide us with information so we may better understand your disclosure.

              Please respond to these comments within ten business days by
providing the requested
       information or advise us as soon as possible when you will respond. If
you do not believe our
       comments apply to your facts and circumstances, please tell us why in
your response.

                                                        After reviewing your
response to these comments, we may have additional comments.

       Form 20-F for the Year Ended December 31, 2021

       Item 4. Company Information, page 18

   1.                                                   Please tell us if you
have assessed the materiality of your mining operations as required by
                                                        Item 1301 of Regulation
S-K. In your response please explain the qualitative and
                                                        quantitative factors
that you considered in your materiality analysis, as suggested in Item
                                                        1301(c) of Regulation
S-K with respect to determining whether your mining operations
                                                        are material.
       Note 2 - Summary of Significant Accounting Practices
       Note 2.15 - Revenue Recognition, page F-20

   2.                                                   We note your disclosure
that revenues from sales of products are recognized to depict the
                                                        transfer of promised
goods or services to customers in an amount that reflects the
                                                        consideration to which
the entity expects to be entitled in exchange for those goods or
                                                        services. Please revise
your note to disclose when you typically satisfy your performance
                                                        obligations, such as
upon shipment or upon delivery, and the significant judgments made
 Rafael Japur
FirstName  LastNameRafael Japur
GERDAU S.A.
Comapany
June 9, 2022NameGERDAU S.A.
June 9,
Page 2 2022 Page 2
FirstName LastName
         in evaluating when customers obtain control of promised goods or
services. Also disclose
         the nature of any obligations for returns, refunds and any warranties
or related
         obligations. See guidance in paragraphs 119 and 125 of IFRS 15.
Notes to the Financial Statements
Note 19 - Tax, Civil and Labor Claims and Contingent Assets, page F-45

3.       We note that you are currently involved in several matters that have
and may result in the
         recovery or payment of additional taxes. Please tell us and revise
your disclosures to
         clearly describe your accounting policy for these matters. In doing
so, specify the taxes
         that fall within the scope of IAS 12 and those that fall within the
scope of other
         guidance, such as IAS 37, and tell us how you arrived at your
determination. We note
         your disclosure of several different taxes, such as ICMS, PIS, COFINS,
IRPJ, and CSLL.
         Also tell us and disclose how apply IFRIC 23 in recognizing and
measuring the effect of
         tax uncertainties.
IV) Eletrobras Compulsory Loan, page F-51

4.       We note that you recognized gains related to the Eletrobras Compulsory
Loans during
         fiscal years 2020 and 2021. Although the fiscal 2021 gains are
separately presented on
         the statements of income, it is unclear where you have classified the
R$436 million of
         fiscal 2020 gains. Please explain to us and revise to disclose where
the fiscal 2020
         amounts are presented on your statements of income and, in doing so,
explain the reasons
         for the apparent classification difference between periods.
Note 27 - Segment Reporting, page F-64

5.       We note the "eliminations and adjustments" column used to reconcile
the total of the
         segment measures to the consolidated amounts. We also note your
disclosure that this
         column "includes the elimination of sales between segments in the
context of
         the Consolidated Financial Statements." Please tell us and revise to
disclose the nature of
         any other material reconciling items within this column. Ensure that
you tell us and
         disclose the nature of any material adjustments arising from different
accounting policies.
         See paragraph 28 of IFRS 8. Also revise to present revenue from
external customers for
         each of your products or group of similar products in accordance with
paragraph 32 of
         IFRS 8. If the necessary product information is not available and the
cost to develop it
         would be excessive, please revise to disclose this fact.



       In closing, we remind you that the company and its management are
responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review,
comments, action or
absence of action by the staff.
 Rafael Japur
GERDAU S.A.
June 9, 2022
Page 3

      You may contact Claire Erlanger at (202) 551-3301 or Andrew Blume at
(202) 551-
3254 with any questions.



FirstName LastNameRafael Japur                         Sincerely,
Comapany NameGERDAU S.A.
                                                       Division of Corporation
Finance
June 9, 2022 Page 3                                    Office of Manufacturing
FirstName LastName
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