MINUTES OF THE SPECIAL MEETING OF THE BOARD OF DIRECTORS OF COMPANHIA SIDERÚRGICA NACIONAL, HELD ON JULY 8, 2008, DRAWN IN SUMMARY FORM.

NIRE: 33300011595
CNPJ: 33.042.730/0001 -04

1. Date: July 8, 2008.

2. Time: 6 p.m.

3. Place: Av. Brig. Faria Lima, 3400, 20^th floor, São Paulo - SP.

4. Attendees: Benjamin Steinbruch (Chairman), Jacks Rabinovich, Antonio Francisco dos Santos, Mauro Molchansky, Fernando Perrone, Dionísio Dias Carneiro Netto, Darc Antonio da Luz Costa and Yoshiaki Nakano, and Claudia Maria Sarti (Secretary at the Board of Directors’ Meeting).

5. Matters Reviewed: 5.1. Total Return Share Swap Transaction – Considering the decision of the Board of Directors (“Board”), approved on December 11, 2007, with regard to the termination of the previous equity derivatives transactions, Mr. Otávio Lazcano proposed the entering by CSN Madeira Lda. (“CSN Madeira”) into one or more new equity derivative transactions necessary to create a “Total Return Share Swap Transaction” with one or more counterparties, which would reference approximately 29,684,400 shares of the Company (CSNA3), entitles CSN Madeira to receive the price and dividend returns, if positive, generated by the Common Stock or ADRs of the Company, and require CSN Madeira to pay floating interest at the rate of LIBOR plus 0.75% per annum on the price of the Common Stock or ADRs, in each case subject to the terms and conditions of the Swap. The Board, by unanimous vote of the presents, in accordance with the provisions of Article 17, items XXXIV and XXXVI, of Company’s By-laws, (i) approved the proposed Total Return Share Swap Transaction; (ii) authorized the Executive Officers, as per article 25, caput, and Paragraph 1, of the By-laws, to (a) negotiate, execute and deliver one or more guarantees of the Company’s and CSN Madeira's obligations under the Total Return Share Swap Transaction and any related transactions; (b) negotiate, set pricing and financial conditions, interest, fees, tenor and any other terms, execute, deliver, and amend all documentation and certifications of the Company, and agree upon and execute such further documents and perform such further acts, as are deemed necessary, advisable or appropriate to complete the Total Return Share Swap Transaction with one or more counterparties; and (c) amend or terminate previous equity derivatives transactions; and (iii) authorize the Company to procure completion of all of the resolutions outlined above. Having nothing else to be discussed, the meeting was adjourned and these Minutes were drawn up. The Minutes were read, found in compliance and signed by all attending persons.

I hereby attest that the resolutions herein transcribed are identical to the original minutes filed at the Company’s seat.

COMPANHIA SIDERÚRGICA NACIONAL


____________________________
Claudia Maria Sarti
Secretary at the Board of Directors’ Meeting

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.