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<SEC-DOCUMENT>0000909518-06-001054.txt : 20061116
<SEC-HEADER>0000909518-06-001054.hdr.sgml : 20061116
<ACCEPTANCE-DATETIME>20061116115052
ACCESSION NUMBER:		0000909518-06-001054
CONFORMED SUBMISSION TYPE:	6-K
PUBLIC DOCUMENT COUNT:		2
CONFORMED PERIOD OF REPORT:	20061114
FILED AS OF DATE:		20061116
DATE AS OF CHANGE:		20061116

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:		061222124

	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>mm11-1406_6k.txt
<DESCRIPTION>11-14-06
<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 14, 2006, Companhia Siderurgica Nacional ("CSN") issued a
press release in Brazil 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. 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 14, 2006

                                             COMPANHIA SIDERURGICA NACIONAL

                                             By: /s/  Benjamin Steinbruch
                                                --------------------------------
                                                  Benjamin Steinbruch
                                                  Chief Executive 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.

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
















                                  3
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99
<SEQUENCE>2
<FILENAME>mm11-1406_6ke99.txt
<DESCRIPTION>PRESS RELEASE
<TEXT>

                                                                       EXHIBIT A
                                                                       ---------

- --------------------------------------------------------------------------------
[CSN LOGO]                                                 FOR IMMEDIATE RELEASE
Companhia Siderurgica Nacional
- --------------------------------------------------------------------------------

                                             Rio de Janeiro, November 14th, 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 PROVIDES SIGNIFICANTLY IMPROVED OFFER TO WHEELING-PITTSBURGH
        ----------------------------------------------------------------
                                  SHAREHOLDERS
                                  ------------

                               NEW OFFER INCLUDES:

                 Increased Contribution by CSN into the Merger,
                        Strengthening the Balance Sheet;

       Ability for Wheeling-Pittsburgh Shareholders to Participate Further
                    in Upside Potential of Combined Company;

                   Higher Cash Value for Depositary "B" Shares

SAO PAOLO, BRAZIL, NOVEMBER 14, 2006 - Companhia Siderurgica Nacional ("CSN")
(NYSE: SID) today sent a letter to the Board of Directors of Wheeling-Pittsburgh
Corporation (NASDAQ: WPSC) containing a substantially enhanced offer to
Wheeling-Pittsburgh shareholders as they consider the pending merger of
Wheeling-Pittsburgh with CSN's North American assets.

Specifically, the letter outlines the following:

o     As consideration for CSN's 49.5% interest in the combined company (the
      "Company"), CSN will contribute an incremental $50 million of cash to
      Wheeling-Pittsburgh, in addition to the contribution of: CSN LLC; the Slab
      Supply Agreement, that provides very favorable working capital terms and
      credit to Wheeling-Pittsburgh; the Exclusivity Agreement, that provides
      Wheeling-Pittsburgh exclusive marketing rights in North America for CSN
      products; and the Technology Sharing Agreement;

o     CSN will increase the value of the depositary "B" share to $32 from $30,
      which CSN will be required to redeem in four years;

o     CSN will reduce the Company's Convertible Debt to $175 million; and

o     CSN would seek to commit the Company to a rights offering one year after
      the closing of the merger so that non-CSN shareholders would have the
      option to purchase up to 4.6 million shares (equal to half of the shares
      underlying the Convertible Debt) at the Convertible Debt strike price.


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

<PAGE>


================================================================================
- --------------------------------------------------------------------------------
[CSN LOGO]                                                 FOR IMMEDIATE RELEASE
Companhia Siderurgica Nacional
- --------------------------------------------------------------------------------
                               [GRAPHIC OMITTED]
================================================================================


      The revised offer follows continued conversations with major
      Wheeling-Pittsburgh shareholders, and is responsive to their diverse aims
      and objectives. This offer:

o     IMPROVES THE ECONOMIC CONSIDERATION TO THE UNDERLYING MERGER, which
      responds to questions regarding the appropriateness of the value of CSN's
      assets being contributed;
o     INCREASES THE "CASH" COMPONENT BY RAISING THE VALUE OF THE DEPOSITARY "B"
      SHARE TO $32, and represents $24.41 in present value assuming a 7%
      yield-to-maturity, which implies a 34% premium to the closing price of
      $18.24 as of November 13, 2006. As an expression of its confidence in the
      benefits of the merger, CSN will take the risk that if it is unable to
      resolve any successorship issues with the USW, it will commit to sell
      shares in order to remain below 50% of ownership while purchasing the B
      shares;
o     STRENGTHENS THE BALANCE SHEET, by increasing the equity contribution by
      $50 million cash and reducing the Convertible Debt by $50 million;
o     RETAINS THE MERGER STRUCTURE THAT PROVIDES SHAREHOLDERS FREEDOM OF CHOICE
      TO TAKE EITHER "B" SHARE CASH OR EQUITY UPSIDE, which is in response to
      significant shareholder interest in continuing its equity participation;
o     IMPROVES SHAREHOLDERS' ABILITY TO PARTICIPATE FURTHER IN FUTURE UPSIDE,
      through a rights offering at the end of the first year following
      completion of the merger; and
o     PROVIDES CURRENT WHEELING-PITTSBURGH SHAREHOLDERS WITH THE ABILITY TO
      MAINTAIN CONTROL EQUAL TO THEIR 50.5% THROUGH THE COMBINED COMPANY'S
      MERGER CONSIDERATION AND RIGHTS OFFERING

Marcos Lutz, managing director for infrastructure and energy for CSN, said "This
is a winning proposition for all Wheeling-Pittsburgh shareholders. We believe we
have addressed each aspect of our offer, and have improved each component
significantly. Wheeling-Pittsburgh shareholders will have more hard value, more
options, more control and a stronger combined company. We continue to strongly
believe that the proposed combination of our North American assets with
Wheeling-Pittsburgh provides significant value creation, and this enhanced offer
provides further benefits to Wheeling-Pittsburgh shareholders.

"With the annual meeting of shareholders at the end of this week, it is now time
for Wheeling-Pittsburgh shareholders to decide. Shareholders can choose to
accept this transaction, if the current directors are re-elected," concluded Mr.
Lutz.

Further, John Hastings, Managing Director of RBC Dain Rauscher, the agent bank
for Wheeling-Pittsburgh's federally guaranteed loan said, "We welcome
improvements to Wheeling-Pittsburgh's balance sheet, and enhancing the credit
worthiness of Wheeling-Pittsburgh will be viewed as a positive by the banking
group. The capital contribution contemplated by this revised proposal appears to
meet those goals."

Under the original Agreement and Plan of Merger previously announced on October
24, 2006, the parties agreed to merge Wheeling-Pittsburgh with a subsidiary of
CSN, as a result of which the Wheeling-Pittsburgh shareholders would receive
50.5% of the combined company and CSN the remaining 49.5%. CSN had also agreed
to contribute $225 million in cash through the issuance by the combined company
of a convertible debt security.

On November 6, 2006, the companies announced an enhanced proposal, under which
for each share of Wheeling-Pittsburgh, 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 percent of the total
of A and B shares issued in the merger. The B shares will be listed for trading
on the NASDAQ. CSN and the Company are in discussions to finalize the
enhancement, subject to an amendment of the existing definitive agreements.

================================================================================
                               [GRAPHIC OMITTED]
================================================================================
                                       2
<PAGE>



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


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]
================================================================================

                                       3
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