August 3, 2018

Kosei Shindo
President
NIPPON STEEL & SUMITOMO METAL CORP
6-1, Marunouchi 2-chome,
Chiyoda-ku, Tokyo, 100-8071, Japan

       Re: NIPPON STEEL & SUMITOMO METAL CORP
           Draft Registration Statement on Form F-4
           Submitted July 9, 2018
           CIK No. 1140471

Dear Mr. Shindo:

       We have reviewed your draft registration statement 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 this letter by providing the requested information and
either submitting
an amended draft registration statement or publicly filing your registration
statement on
EDGAR. If you do not believe our comments apply to your facts and circumstances
or do not
believe an amendment is appropriate, please tell us why in your response.

      After reviewing the information you provide in response to these comments
and your
amended draft registration statement or filed registration statement, we may
have additional
comments.

Draft Registration Statement on Form F-4 Submitted July 9, 2018

Prospectus Cover Page, page i

1.     Please revise to state that Nippon Steel & Sumitomo Metal Corporation
currently holds
       51% of the outstanding stock of Nisshin Steel. Please also discuss how
Nippon Steel &
       Sumitomo Metal Corporation's ownership of 51% of the outstanding stock
of Nisshin
       Steel impacts the shareholder approval process. In this regard, we note
that Nippon Steel
       & Sumitomo Metal Corporation appears to hold the shareholder votes
necessary to
       approve the transaction.
 Kosei Shindo
FirstName LastNameKosei ShindoMETAL CORP
NIPPON STEEL & SUMITOMO
Comapany2018
August 3, NameNIPPON STEEL & SUMITOMO METAL CORP
August 3, 2018 Page 2
Page 2
FirstName LastName
Background to the Share Exchange, page 28

2.       We note your disclosure on page 29, "Subsequently, our management team
and the
         management team of Nisshin Steel had extensive discussions to
negotiate matters
         concerning the Share Exchange, including the share exchange ratio, the
structure of the
         Share Exchange, the schedule of the Share Exchange, as well as Nisshin
Steel's post-
         transaction business strategy." Please expand your disclosure to
discuss the material
         negotiations that took place regarding the share exchange ratio and
the structure of the
         Share Exchange.
The Share Exchange
Valuation report of Nisshin Steel's Financial Advisor, page 32

3.       We note the limitation on reliance ". . . it is not intended that any
shareholders of [Nisshin
         Steel] . . . rely on this Document in any way," appearing in the
Valuation Report and the
         descriptions thereof in the prospectus. Please revise to remove any
implication that the
         shareholders are not entitled to rely on the Valuation Report or
advise us of the basis for
         including the language.
Our Business
Legal Proceedings, page 52

4.       Please expand the disclosure for your litigation and legal proceedings
to include an
         assessment of materiality to your liquidity in addition to your
results of operations and
         financial condition. To the extent that your litigation and legal
proceedings are expected
         to have a material impact to your liquidity, individually or in the
aggregate, and the
         possibility of any outflow in settlement is other than remote, please
provide the
         disclosures required by IAS 37.86 in your audited footnotes. As part
of your response,
         please confirm to us that you have concluded that any material outflow
in settlement for
         your environmental liabilities is remote.
Experts, page 99

5.       Please remove the reference to a schedule, as it appears no schedule
has been provided per
         page II-2 and is not referenced in KPMG AZSA LLC's report on page F-2.
Index to Financial Statements
17. Bonds, Borrowings and Lease Liabilities, page F-36

6.       Please provide a description of the material terms of your long-term
borrowings. To the
         extent that you have entered into arrangements that provide you with
liquidity such as a
         line of credit with material borrowing availability, please disclose
the material terms of
         those arrangements. Please refer to Note 31(4)(c) on page F-60.
 Kosei Shindo
NIPPON STEEL & SUMITOMO METAL CORP
August 3, 2018
Page 3

        You may contact Tracy Houser (Staff Accountant) at 202-551-3736 or
Terence O'Brien
(Accounting Branch Chief) at 202-551-3355 if you have questions regarding
comments on the
financial statements and related matters. Please contact Frank Pigott (Staff
Attorney) at 202-
551-3570 or Jay Ingram (Legal Branch Chief) at 202-551-3397 with any other
questions.


FirstName LastNameKosei Shindo
                                          Division of Corporation Finance
Comapany NameNIPPON STEEL & SUMITOMO METAL CORP
                                          Office of Manufacturing and
August 3, 2018 Page 3                     Construction
FirstName LastName