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<SEC-DOCUMENT>0000909518-06-001000.txt : 20061107
<SEC-HEADER>0000909518-06-001000.hdr.sgml : 20061107
<ACCEPTANCE-DATETIME>20061107170137
ACCESSION NUMBER:		0000909518-06-001000
CONFORMED SUBMISSION TYPE:	6-K
PUBLIC DOCUMENT COUNT:		2
CONFORMED PERIOD OF REPORT:	20061107
FILED AS OF DATE:		20061107
DATE AS OF CHANGE:		20061107

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			NATIONAL STEEL CO
		CENTRAL INDEX KEY:			0001049659
		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:	001-14732
		FILM NUMBER:		061194606

	BUSINESS ADDRESS:	
		STREET 1:		RUA LAURO MULLER
		STREET 2:		116 36 ANDAR
		CITY:			RIO DE JANEIRO RJ BR
		STATE:			D5
		ZIP:			00000
</SEC-HEADER>
<DOCUMENT>
<TYPE>6-K
<SEQUENCE>1
<FILENAME>mm11-0706_6k.txt
<DESCRIPTION>NOVEMBER 2006
<TEXT>

================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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


                                    FORM 6-K

                        Report of Foreign Private Issuer
                    Pursuant to Rule 13a-16 or 15d-16 of the
                         Securities Exchange Act of 1934

                         FOR THE MONTH OF NOVEMBER, 2006
                         COMMISSION FILE NUMBER 1-14732


                         COMPANHIA SIDERURGICA NACIONAL
             (Exact name of registrant as specified in its charter)

                             NATIONAL STEEL COMPANY
                 (Translation of Registrant's name into English)

                    AV. BRIGADEIRO FARIA LIMA 3400, 20 ANDAR
                              SAO PAULO, SP, BRAZIL
                                    04538-132
                     (Address of principal executive office)

 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 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.

                             Yes _______ No ___X____


================================================================================


<PAGE>



         On November 6, 2006, Companhia Siderurgica Nacional ("CSN") and
Wheeling-Pittsburgh Corporation ("WPC") issued a joint press release relating to
the enhancement of CSN's existing proposal for the strategic alliance between
CSN and WPC. Attached hereto as Exhibit A is a translation of CSN's news release
in Brazil relating to this enhancement of the existing proposal. The news
release in Exhibit A contains forward-looking statements as discussed more fully
below.

================================================================================

FORWARD-LOOKING STATEMENTS CAUTIONARY LANGUAGE
- ----------------------------------------------


The information contained in this news release and announcement, other than
historical information, consists of forward-looking statements within the
meaning of Section 27A of the Securities Act and Section 21E of the Securities
Exchange Act. In particular, statements containing estimates or projections of
future operating or financial performance are not historical facts, and only
represent a belief based on various assumptions, all of which are inherently
uncertain. Forward-looking statements reflect the current views of management
and are subject to a number of risks and uncertainties that could cause actual
results to differ materially from those described in such statements. These
risks and uncertainties include, among others, factors relating to (1) the risk
that the businesses of CSN Holdings and Wheeling-Pittsburgh will not be
integrated successfully or such integration may be more difficult,
time-consuming or costly than expected; (2) the ability of CSN, CSN Holdings and
Wheeling-Pittsburgh to realize the expected benefits from the proposed strategic
alliance, including expected operating efficiencies, synergies, cost savings and
increased productivity, and the timing of realization of any such expected
benefits; (3) lower than expected operating results for Wheeling-Pittsburgh for
the remainder of 2006 or for the strategic alliance; (4) the risk of unexpected
consequences resulting from the strategic alliance; (5) the risk of labor
disputes, including as a result of the proposed strategic alliance or the
failure to reach a satisfactory collective bargaining with the production
employees; (6) the ability of the strategic alliance to operate successfully
within a highly cyclical industry; (7) the extent and timing of the entry of
additional competition in the markets in which the strategic alliance will
operate; (8) the risk of decreasing prices for the strategic alliance's
products; (9) the risk of significant supply shortages and increases in the cost
of raw materials, especially carbon slab supply, and the impact of rising
natural gas prices; (10) rising worldwide transportation costs due to
historically high and volatile oil prices; (11) the ability of the strategic
alliance to complete, and the cost and timing of, capital improvement projects,
including upgrade and expansion of Wheeling-Pittsburgh's hot strip mill and
construction of an additional galvanizing line; (12) increased competition from
substitute materials, such as aluminum; (13) changes in environmental and other
laws and regulations to which the strategic alliance are subject; (14) adverse
changes in interest rates and other financial market conditions; (15) failure of
the convertible financing proposed to be provided by CSN to be converted to
equity; (16) changes in United States trade policy and governmental actions with
respect to imports, particularly with respect to restrictions or tariffs on the
importation of carbons slabs; and (17) political, legal and economic conditions
and developments in the United States and in foreign countries in which the
strategic alliance will operate. There is no guarantee that the expected events,
trends or results will actually occur. The statements are based on many
assumptions and factors, and any changes in such assumptions or factors could
cause actual results to differ materially from current expectations. CSN, CSN
Holdings and Wheeling-Pittsburgh assume no duty to update forward-looking
statements. Reference is made to a more complete discussion of forward-looking
statements and applicable risks contained in CSN's and Wheeling-Pittsburgh's
filings with the SEC.

================================================================================



                                    SIGNATURE

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

      Date: November 6, 2006

                                          COMPANHIA SIDERURGICA NACIONAL

                                          By: /s/  Benjamin Steinbruch
                                              ----------------------------------
                                                  Benjamin Steinbruch
                                                  Chief Executive Office and
                                                  Acting Chief Financial Officer




                                       2
<PAGE>




                           FORWARD-LOOKING STATEMENTS

         This press release may contain forward-looking statements. These
statements are statements that are not historical facts, and are based on
management's current view and estimates of future economic circumstances,
industry conditions, company performance and financial results. The words
"anticipates", "believes", "estimates", "expects", "plans" and similar
expressions, as they relate to the company, are intended to identify
forward-looking statements. Statements regarding the declaration or payment of
dividends, the implementation of principal operating and financing strategies
and capital expenditure plans, the direction of future operations and the
factors or trends affecting financial condition, liquidity or results of
operations are examples of forward-looking statements. Such statements reflect
the current views of management and are subject to a number of risks and
uncertainties. There is no guarantee that the expected events, trends or results
will actually occur. The statements are based on many assumptions and factors,
including general economic and market conditions, industry conditions, and
operating factors. Any changes in such assumptions or factors could cause actual
results to differ materially from current expectations.

================================================================================
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99
<SEQUENCE>2
<FILENAME>mm11-0706_6ke99.txt
<DESCRIPTION>EXHIBIT A - PRESS RELEASE
<TEXT>
                                                                       EXHIBIT A
                                                                       ---------

                                                           FOR IMMEDIATE RELEASE

                                               Rio de Janeiro, November 06, 2006
================================================================================
                               [GRAPHIC OMITTED]
================================================================================

- --------------------------------------     -------------------------------------
| CSN is a leading global steel       |   | CSN's process is based on the      |
| producer with operations in Latin   |   | integrated steelworks concept that |
| America, North America, and Europe. |   | uses the Company's own sources of  |
| The Company is a fully integrated   |   | iron ore, limestone and dolomite.  |
| steel producer, the largest coated  |   | Besides its captive mines, CSN     |
| steel producer in Brazil, with      |   | controls logistics assets -- ports |
| current capacity of 5.6 million tons|   | and railways -- which enable an    |
| of crude steel, 5.1 million tons of |   | extremely cost efficient operation.|
| rolled products and 2.9 million tons|   | This concept allows CSN to         |
| of coated steel capacity. Over 50%  |   | continueously capture important    |
| of CSN's steel products are high    |   | levels of sinergies, thus assuring |
| value added ones. CSN is also the   |   | its position as one of the most    |
| sole tin-plate producer in Brazil   |   | cost competitive steel producers   |
| and the fifth largest producer of   |   | in the world.                      |
| tin plate in the world.             |   |                                    |
- --------------------------------------     -------------------------------------



       CSN ENHANCES EXISTING PROPOSAL TO WHEELING-PITTSBURGH SHAREHOLDERS;
   WHEELING-PITTSBURGH BOARD ENDORSES ENHANCEMENT AS BEST CURRENT ALTERNATIVE

SAO PAOLO, BRAZIL/WHEELING, WV (USA), November 6, 2006 -Companhia Siderurgica
Nacional (CSN) (NYSE: SID) and Wheeling-Pittsburgh Corporation (NASDAQ: WPSC)
today announced that CSN has offered Wheeling-Pittsburgh an enhancement to its
existing agreement with Wheeling-Pittsburgh. The board of Wheeling Pittsburgh
Corporation has received and endorsed the new proposal as the best alternative
currently available to the Company and its shareholders.
Under the Agreement and Plan of Merger previously announced on October 24, 2006,
the parties agreed to a merger of Wheeling-Pittsburgh with a subsidiary of CSN,
as a result of which the Wheeling-Pittsburgh shareholders would receive 50.5% of
the combined entity and CSN would own the remaining 49.5%. The combined entity
would be known as Wheeling-Pittsburgh Corporation. CSN also agreed to contribute
$225 million in cash through the issuance by the combined company of a
convertible debt security.

Under the enhanced proposal, for each share of Wheeling-Pittsburgh Corporation,
shareholders will have the choice of electing to receive either i) a share of
common stock in the new combined company ("A Share"); ii) a Depositary Share
that requires CSN to pay $30 per share in cash four years after the merger ("B
Share"); or iii) a combination of A and B Shares. Each B share will represent
the same class of common stock as the A Share that is deposited with a
depositary and will be subject to a mandatory purchase by CSN for $30 per share
on the 4th anniversary of the merger. The total number of B Shares will be
limited to 50% of the total of A and B Shares issued in the merger. The B shares
will be listed for trading on a North American Stock Exchange. CSN and the
Company are in discussions to finalize the enhancement, subject to an amendment
of the existing definitive agreements.

Under the terms of the agreement already announced, CSN will contribute its
modern steel processing facility in Terre Haute, Indiana with current annual
pickled and oiled, cold rolled and galvanized products of 1 million tons,
provide Wheeling-Pittsburgh exclusive U.S. and Canadian distribution rights for
CSN's flat-rolled steel products and commit to a ten-year slab supply agreement,
which will provide a long-term, guaranteed supply of high-quality slabs on
favorable payment terms.

CSN will also contribute $225 million in cash through the issuance by the
combined company of a convertible debt security that, with the consent of the
United Steelworkers, can be converted into equity in three years. Of the $225
million, approximately $150 million will be used for transformative capital
improvements - $75 million to build a new energy-efficient furnace that would
increase Wheeling-Pittsburgh's hot strip mill capacity to 4 million tons, and
the balance to add a second galvanizing line at Terre Haute. The remaining $75
million will be used to enhance the combined company's liquidity position. CSN
and WPC expect to file a preliminary joint proxy statement and prospectus
regarding the CSN transaction with the SEC as soon as possible.

WPC's Annual Meeting of Shareholders to elect its Board of Directors is
scheduled for November 17, 2006 at the White Palace in Wheeling, WV. In
addition, the Company expects to hold a Special Meeting of Stockholders in
January 2007 to vote on the proposed transaction with CSN.



<PAGE>

================================================================================
                               [GRAPHIC OMITTED]
================================================================================



ABOUT WHEELING-PITTSBURGH
- -------------------------

Wheeling-Pittsburgh was organized as a Delaware corporation on June 27, 1920
under the name Wheeling Steel Corporation. Its headquarters is located in
Wheeling, WV, with major production facilities in the Upper Ohio and Monongahela
valleys. Wheeling-Pittsburgh is a holding company that, together with its
several subsidiaries and joint ventures, produces steel and steel products using
both integrated and electric arc furnace technology. The Company has slab making
production capacity of 2.8 million short tons and hot rolling capacity of 3.4
million short tons. Approximately 65 percent of its sales are comprised of high
value-added products.

ABOUT COMPANHIA SIDERURGICA NACIONAL
- ------------------------------------

CSN is a leading global steel producer with operations in Latin America, North
America, and Europe. CSN is a fully integrated steel producer, the largest
coated steel producer in Brazil, with current capacity of 21.5 million tons of
iron ore, 5.6 million tons of crude steel, 5.1 million tons of rolled products
and 2.9 million tons of coated steel capacity.

CSN's process is based on the integrated steelworks concept that uses the
Company's own sources of iron ore. Besides the iron ore mine, CSN controls
logistics assets -- ports and railways -- that enable an extremely cost
efficient and reliable loading and unloading of slabs and ore for deep sea
vessels. This integrated steelworks concept allows CSN to be one of the most
cost competitive steel producers in the world. CSN has has operations in the
United States since 2001 through its wholly owned subsidiary Companhia
Siderurgica Nacional, LLC (formerly known as Heartland Steel) located at Terre
Haute, Indiana. Companhia Siderurgica Nacional LLC has an annual production
capacity of 1 million tons of pickled and oiled, cold rolled and galvanized
products. CSN shares are traded on the Sao Paolo (BOVESPA) and New York (NYSE)
stock exchanges.


CONTACTS:

For CSN:
Jose Marcos Treiger (Investors)
+55-11-3049-7511

For Wheeling-Pittsburgh Corporation
Dennis Halpin (Investors)
304-234-2421

                                     # # #

FORWARD LOOKING STATEMENTS CAUTIONARY LANGUAGE

The information contained in this news release and the investor presentation,
other than historical information, consists of forward-looking statements within
the meaning of Section 27A of the Securities Act and Section 21E of the
Securities Exchange Act. In particular, statements containing estimates or
projections of future operating or financial performance are not historical
facts, and only represent a belief based on various assumptions, all of which
are inherently uncertain. Forward-looking statements reflect the current views
of management and are subject to a number of risks and uncertainties that could
cause actual results to differ materially from those described in such
statements. These risks and uncertainties include, among others, factors
relating to (1) the risk that the businesses of CSN Holdings Corp. and
Wheeling-Pittsburgh will not be integrated successfully or such integration may
be more difficult, time-consuming or costly than expected; (2) the ability of
CSN, CSN Holdings Corp. and Wheeling-Pittsburgh to realize the expected benefits
from the proposed strategic alliance, including expected operating efficiencies,
synergies, cost savings and increased productivity, and the timing of
realization of any such expected benefits; (3) lower than expected operating
results for Wheeling-Pittsburgh for the remainder of 2006 or for the strategic
alliance; (4) the risk of unexpected consequences resulting from the strategic
alliance; (5) the risk of labor disputes, including as a result of the proposed
strategic alliance or the failure to reach a satisfactory collective bargaining
with the production employees; (6) the ability of the strategic alliance to
operate successfully within a highly cyclical industry; (7) the extent and
timing of the entry of additional competition in the markets in which the
strategic alliance will operate; (8) the risk of decreasing prices for the
strategic alliance's products; (9) the risk of significant supply shortages and
increases in the cost of raw materials, especially carbon slab supply, and the
impact of rising natural gas prices; (10) rising worldwide transportation costs
due to historically high and volatile oil prices; (11) the ability of the
strategic alliance to complete, and the cost and timing of, capital improvement
projects, including upgrade and expansion of Wheeling-Pittsburgh's hot strip
mill and construction of an additional galvanizing line; (12) increased
competition from substitute materials, such as aluminum; (13) changes in
environmental and other laws and regulations to which the strategic alliance are
subject; (14) adverse changes in interest rates and other financial market
conditions; (15) failure of the convertible financing proposed to be provided by
CSN to be converted to equity; (16) changes in United States trade policy and
governmental actions with respect to imports, particularly with respect to
restrictions or tariffs on the importation of carbons slabs; and (17) political,
legal and economic conditions and developments in the United States and in
foreign countries in which the strategic alliance will operate. There is no
guarantee that the expected events, trends or results will actually occur. The
statements are based on many assumptions and factors, and any changes in such
assumptions or factors could cause actual results to differ materially from
current expectations. CSN, CSN Holdings Corp. and Wheeling-Pittsburgh assume no
duty to update forward-looking statements. Reference is made to a more complete
discussion of forward-looking statements and applicable risks contained in CSN's
and Wheeling-Pittsburgh's filings with the SEC.



================================================================================
                               [GRAPHIC OMITTED]
================================================================================
</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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