6-K

FORM 6-K

U.S. SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE

SECURITIES EXCHANGE ACT OF 1934

Dated March 3, 2011

Commission File Number 1-14878

GERDAU S.A.

(Exact Name as Specified in its Charter)

N/A

(Translation of Registrant’s Name)

Av. Farrapos 1811

Porto Alegre, Rio Grande do Sul - Brazil CEP 90220-005

(Address of principal executive offices)

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  o

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): o

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): o

Indicate by check mark whether by furnishing the information contained in this Form, the registrant is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.

Yes  o No  x

If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b):  Not applicable.

SIGNATURES

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

Date:  March 3, 2011

GERDAU S.A.
By:	/s/ Osvaldo Burgos Schirmer
Name:	Osvaldo Burgos Schirmer
Title:	Chief Financial Officer

2

EXHIBIT INDEX

Exhibit	Description of Exhibit
99.1	Notice to Shareholders Payment of Dividends, March 3, 2011

3

EX-99.1

Exhibit 99.1

NOTICE TO SHAREHOLDERS

PAYMENT OF DIVIDENDS

We would like to inform our Shareholders that the Boards of the companies listed below, in meetings held on March 3rd, 2011, deliberated about the proposals presented by management with regards to the payment of dividends for the fourth quarter of the fiscal year ended on December 31st, 2010. The amounts will be paid on March 24th, 2011 to stockholders of record on March 14th, 2011. The payments constitute an anticipation of the annual minimum dividend, as stated in the by-laws, as follows:

Company	Amount per shareCommon and Preferred Shares
METALÚRGICA GERDAU S.A.	R$	0.09
GERDAU S.A.	R$	0.06

Please note that shares acquired on March 15th, 2011, and thereafter, will be traded EX- DIVIDENDS.

Additional information can be obtained at our Investor Relations Department, located at

Av. Farrapos, 1811 - Porto Alegre - RS - 90220-005 - Brazil

Phone: +55 (51) 3323.2211 - Fax: +55 (51) 3323.2281

E-mail: acionistas@gerdau.com.br

Porto Alegre, March 3rd, 2011.

Osvaldo Burgos Schirmer

Executive Vice President

Investor Relations Director