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June 6, 2005

Mr.
Rufus Decker
Accounting Branch Chief
United
States Securities and Exchange Commission

450 Fifth Street, N.W.
Washington, D.C.
20549

Re:

Form 20-F for the fiscal year ended December 31, 2004
File No. 333-09410

Dear Mr. Decker:

Thank
you for your comment letter dated May 20, 2005. Set forth below is the response of
Marsulex Inc. (the “Company”) to your comments relating to Form 20-F for the
fiscal year ended December 31, 2004. For ease of reference each of the comments from your
letter have been included below with our response following.

Selected Financial Data, page 1

               1.

               Expand your discussion of the limitations of EBITDA to address how the
               exclusion of each item  materially limits the usefulness of EBITDA
               as it relates to performance measures. For instance you  might expand
               your disclosures, in part, to address the limitations of EBITDA as a performance
               measure by  providing the following information:

•

The measure does not include interest expense. Because we have borrowed money in order
to finance  our operations, interest expense is a necessary element of our costs
and ability to generate revenue.  Therefore any measure that excludes interest
expense has material limitations;

•

The measure does not include depreciation and amortization expense. Because we use
capital assets,  depreciation and amortization expense is a necessary element of
our costs and ability to generate  revenue. Therefore any measure that excludes
depreciation and amortization expense has material  limitations;

•

The measure does not include taxes. Because the payment of taxes is a necessary element
of our  operations, any measure that excludes tax expense has material limitations.

Company’s Response
In
future filings we will address the limitations of EBITDA by addressing how the exclusion
of each item materially limits the usefulness of EBITDA as it relates to performance
measures. Please read the response to question 5 below for the detail disclosure.

Mr.Rufus
Decker
US Securities and Exchange Commission
June 6, 2005
 Page 2

               2.

               As previously requested, you must rename your acronym, EBITDA, as it
               eliminates items other than  interest, taxes, depreciation and
               amortization. EBITDA is an accepted non-GAAP measure with a commonly
               accepted definition. Your calculation of EBITDA is not consistent with this
               commonly accepted  definition. Refer to the guidance set forth in
               Question 10 of our Frequently Asked Questions Regarding  the Use of
               Non-GAAP Financial Measures.

Company’s Response
In
future filings we will define and calculate EBITDA as per the guidance set forth in
Question 10 of the Frequently Asked Questions Regarding the Use of Non-GAAP Financial
Measures. Specifically, we will not eliminate unusual items from EBITDA, therefore it will
not be necessary to rename the acronym, EBITDA.

3.
Your
disclosures do not adequately convey to readers how management
               compensates for the limitations inherent in their non-GAAP
measure.

Company’s Response

As
requested, in future filings we will disclose how management compensates for the
limitations inherent in the use of EBITDA. Please read the response to question 5 below
for the detail disclosure.

4.
You
do not appear to be appropriately analyzing whether the items you
eliminate are nonrecurring. In this regard, Item 10(e)(ii)(B)
indicates that a registrant must not adjust a non-GAAP performance measure
to eliminate or smooth items identified as nonrecurring, infrequent or
unusual, when the nature of the charge or gain is such that it is
reasonably likely to recur within two years or there was a similar
charge or gain within the prior two years. Please reassess the
appropriateness of the items you have eliminated.

Company’s Response

As
discussed in question 2 above, unusual items will be included in EBITDA so there will not
be a need to reassess the appropriateness of excluding unusual items.

5.
Provide
for us supplementally your proposed disclosures for future filings. Ensure
that such disclosures fully comply with Item 10(e) of Regulation
S-K and encompass the above comments as well as comments issued in
our earlier comment letter.

Company’s Response

As
stated in our response to Question 1 of your earlier comment letter, we will eliminate the
discussion of EBITDA in the Selected Financial Data Section of Form 20-F but will continue
to discuss it in the Supplemental Information Section of our MDA. The following are the
proposed changes we intend to make in our future filings. In order to illustrate the
effect of our proposed changes we have taken excerpts from our 2004 MDA, Selected
Financial Information (page MDA-2) and the Supplemental Financial Information (page MDA-8)
and we have black-lined the proposed changes.

Mr.Rufus
Decker
US Securities and Exchange Commission
June 6, 2005
 Page 3

 SELECTED FINANCIAL INFORMATION (Section of the MDA)

     (in millions of dollars, except per share amounts)
     2004
     2003
     2002

     Revenue
     137.0
     135.0
     138.3

     Gross profit
     48.9
     48.4
     48.3

     Selling, general, administrative, and other costs
     23.3
     19.7
     20.7

     Unusual items, losses
     0.7
     1.4
     7.5

     Foreign exchange gains on monetary items
     0.1
     2.1
     0.6

     Earnings from operations before the undernoted (EBITDA(1) )
     25.6
     30.8
     28.1

     Depreciation, including losses on disposals
     17.0
     15.7
     15.7

     Amortization of deferred charges and intangible assets
     0.7
     0.7
     0.4

     Unusual items, losses
     0.7
     1.4
     7.5

     Net interest expense 2  1
     5.6
     5.3
     9.2

     Net earnings (loss)
     4.9
     6.9
     (7.8)

     Basic earnings (loss) per share 3  2
     0.15
     0.22
     (0.25)

     Cash generated from operations before non-cash changes

       in working capital
     19.7
     24.5
     15.9

     Changes in non-cash operating working capital
     5.5
     5.0
     (5.8)

     Cash provided by operations
     25.2
     29.5
     10.1

     Cash and cash equivalents, including total cash held

       in trust
     44.8
     34.0
     7.9

     Long-term debt, including current portion
     113.1
     119.2
     95.9

1.

EBITDA is earnings (loss) before interest, income taxes, depreciation, and amortization and
unusual items. EBITDA is not a recognized measure of performance under generally
accepted accounting principles in Canada. See a separate discussion on EBITDA in
the Supplemental Financial Information section.

  2.  1.

 Net interest expense is calculated as interest expense net of interest capitalized and interest
     income.

 3. 2.

 The weighted average number of common shares outstanding was 31,696,398 for 2004; 31,572,737 for
         2003 and 31,542,732 for 2002.

 SUPPLEMENTAL FINANCIAL INFORMATION (Section of the MDA)

EBITDA
is a supplemental, non-generally accepted accounting principle financial measure. EBITDA
is  defined as earnings before interest, taxes, depreciation, and
amortization and unusual items, or (“EBITDA”), is used by management
internally to measure the performance of the business as a whole as well as to measure the
performance of the individual segments and also forms the primary basis upon which
employees of the Company receive incentive compensation. It is also used by the company
as a  basis to measure compliance with certain debt covenants. EBITDA is
presented as supplemental information because management, through its discussions with key
stakeholders of the Company including shareholders, analysts and other financial
institutions, believes it is a widely used financial indicator of the Company’s
operating profitability and performance before the

Mr.Rufus
Decker
US Securities and Exchange Commission
June 6, 2005
 Page 4

 effects of capital investment and
financing decisions. Since EBITDA is not a recognized measure under
Canadian generally accepted accounting principles (GAAP), it and should not
be considered in isolation of, or as a  substitute for an alternative
to net earnings, consolidated cash flow from operations or any other measure of
performance required by GAAP or as an indicator of the Company’s operating
performance. The Company’s method of calculating EBITDA may differ from other
companies and accordingly, the Company’s EBITDA may not be comparable to measures
used by other companies. In addition, this measure does not  necessarily
represent funds available for discretionary use, and is not necessarily a measure of the
 Company’s ability to fund its cash requirements. The Company’s non-GAAP
performance measure, EBITDA,  has certain material limitations as follows:

•

It does not include interest expense. Because the Company has borrowed money to finance
some of its  operations, interest is a necessary part of the Company’s costs
and ability to generate revenue.  Therefore, any measure that excludes interest has
material limitations;

•

It does not include depreciation and amortization expense. Because the Company must
utilize capital  assets in order to generate revenues, depreciation and
amortization expense is a necessary and  ongoing part of the Company’s costs.
Therefore, any measure that excludes depreciation and  amortization expense has
material limitations;

•

It does not include taxes. Because the payment of taxes is a necessary and ongoing part
of the  Company’s operations, any measure that excludes taxes has material
limitations.

Management
compensates for these limitations by considering the economic effect of the excluded
expense  items independently as well as in connection with its analysis of net
earnings. Because we use EBITDA  to evaluate our financial performance, we
reconcile it to net earnings which is the most comparable  financial measure
calculated and presented in accordance to GAAP. The following is a reconciliation of
how the Company calculates EBITDA to net earnings:

Mr.Rufus
Decker
US Securities and Exchange Commission
June 6, 2005
 Page 5

Supplemental selected information:

     (in thousand of dollars)

2004
       Refinery

  Services
       Western

Markets
     Power

 Generation
      Corporate

Support
       Total

     Earnings (loss) before the

     (15,487)
     25,586

       undernoted (EBITDA)
     20,425
     20,125
     523
     (16,144)
     24,929

     Depreciation, including loss

       on disposal
     13,517
     2,294
     892
     261
     16,964

     Unusual items, loss
     --
     --
     --
     657
     657

     Amortization of deferred

       charges and intangible

       assets
     --
     --
     --
     708
     708

     Interest expense
     --
     --
     --
     10,569
     10,569

     Interest capitalized
     --
     --
     --
     (4,252)
     (4,252)

     Interest income
     --
     --
     --
     (756)
     (756)

     Earnings (loss) before income

       taxes
     6,908
     17,831
     (369)
     (22,674)
     1,696

     Income taxes recovery
     --
     --
     --
     (3,204)
     (3,204)

     Net earnings (loss)
     6,908
     17,831
     (369)
     (19,470)
     4,900

     (in thousand of dollars)

2003
     Refinery

Services
     Western

Markets
     Power

Generation
     Corporate

Support
      Total

     Earnings (loss) before the

     (8,401)
     30,830

       undernoted (EBITDA)
     24,392
     16,936
     (2,097)
     (9,823)
     29,408

     Depreciation
     12,976
     1,558
     1,001
     192
     15,727

     Unusual items, loss
     --
     --
     --
     1,422
     1,422

     Amortization of deferred

       charges and intangible

       assets
     --
     --
     --
     726
     726

     Interest expense
     --
     --
     --
     9,755
     9,755

     Interest capitalized
     --
     --
     --
     (3,738)
     (3,738)

     Interest income
     --
     --
     --
     (730)
     (730)

     Earnings (loss) before

       income taxes
     11,416
     15,378
     (3,098)
     (16,028)
     7,668

     Income taxes
     --
     --
     --
     810
     810

     Net earnings (loss)
     11,416
     15,378
     (3,098)
     (16,838)
     6,858

Mr.Rufus
Decker
US Securities and Exchange Commission
June 6, 2005
 Page 6

     (in thousand of dollars)

2002
     Refinery

Services
       Western

Markets
     Power

Generation
      Corporate

Support
       Total

     Earnings (loss) before the

     (9,747)
     28,085

       undernoted (EBITDA)
     21,569
     18,263
     (2,000)
     (17,234)
     20,598

     Depreciation, including loss

       on disposal
     13,004
     1,300
     1,149
     227
     15,680

     Unusual items, loss
     --
     --
     --
     7,487
     7,487

     Amortization of deferred

       charges
     --
     --
     --
     387
     387

     Interest expense
     --
     --
     --
     13,684
     13,684

     Interest capitalized
     --
     --
     --
     (2,572)
     (2,572)

     Interest income
     --
     --
     --
     (1,942)
     (1,942)

     Earnings (loss) before

  income taxes and
  minority interest

     8,565
     16,963
     (3,149)
     (27,018)
     (4,639)

     Income taxes
     --
     --
     --
     1,544
     1,544

     Minority Interest
     --
     --
     --
     1,595
     1,595

     Net earnings (loss)
     8,565
     16,963
     (3,149)
     (30,157)
     (7,778)

EBITDA
in 2004 was $25.6 24.9 million compared to $30.8 29.4 million for 2003, a
decrease of 16.9 15.3% or $5.2 4.5 million largely due to the cost of the
change in senior management of $4.3 million. EBITDA as a percent of revenue was
18.7 18.2% compared to 20.3 21.8% in 2003. The contribution from the Prince
George acquisition in Western Markets and the improvement in Power Generation were offset
by the return to historical prilled sulphur margins, the impact of foreign exchange on the
translation of U.S. earnings of Refinery Services, and foreign exchange on the translation
of net U.S. denominated net monetary liabilities included in Corporate Support.

In
2003, EBITDA was $30.8 29.4 million compared to $28.1 20.6 million in 2002,
an increase of 9.6 42.7% or $2.7 8.8 million. The majority of this
increase is due to unusual items of $1.4 million in 2003  compared to $7.5 million
in 2002. EBITDA as a percent of revenue improved from 20.3 14.9% in 2002 to
22.8 21.8% in 2003, reflecting improved operating margins despite the decrease in
revenue, and the reduced cost of SGA. The impact of the decline in the U.S. dollar on
EBITDA was neutral. See the discussion of Gross Profit for a further explanation of each
of the businesses’ operating performance.

Corporate
Support costs were $15.5 16.1 million in 2004, $8.4 9.8 million in 2003 and
$9.7 17.2 million in 2002. Before the impact of foreign exchange gains and losses
on monetary items and unusual items,  Corporate costs of $15.5 million in 2004
reflect the $4.3 million impact of the change in senior management as well as the cost of
the long-term incentive plan. When the impact of the change in senior

Mr.Rufus
Decker
US Securities and Exchange Commission
June 6, 2005
 Page 7

management, the cost
of the long-term incentive plan and the unusual items are ignored, 2004 Corporate
costs declined approximately $0.7 million from 2003 reflecting cost savings initiated in
2002.

      (in thousand of dollars)
     2004
     2003
     2002

     Corporate costs
     15,548
     10,458
     10,316

     Unusual Items, loss
     657
     1,422
     7,487

     Foreign exchange gains on monetary
    items
     (61)
     (2,057)
     (569)

     15,487
     8,401
     9,747

     Corporate Support costs
     16,144
     9,823
     17,234

With these changes w