SecProbe.io

CORRESP
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September 26,
2008

Mr. John Reynolds

Assistant Director

United States Securities
and Exchange Commission

450 Fifth Street

Washington, D.C.  20549-0405

  Re:

  Response
  of Schweitzer-Mauduit International, Inc.

  to
  Comment Letter from the Securities and Exchange

  Commission
  dated September 11, 2008

  Commenting
  on Form 10-K for the year ended December 31, 2007 filed

  March 7,
  2008

  File
  No. 001-13948

  Definitive
  Proxy Statement on Schedule 14A

  Filed
  March 7, 2008

  File
  No. 001-13948

Dear Mr. Reynolds:

Attached
is the response of Schweitzer-Mauduit International, Inc. (the “Company”
or “registrant” or “SWM”) to the Securities and Exchange Commission’s (the “Commission”
or “Staff”) comments dated September 11, 2008 to the Company’s response
dated August 21, 2008 to the original comment letter from the Commission
dated July 1, 2008 on the above identified disclosure documents filed by
the Company. We have attempted to fully respond and to provide information that
would assist in more fully understanding our disclosures.

The
Company’s responses to the Commission’s comments follow in the same order set
forth in your September 11, 2008 letter.

Form 10-K for Fiscal Year Ended December 31,
2007

Item 11. Executive Compensation, page 97

1.             We
note your response to comment five in our letter dated July 1, 2008, and
we reissue that comment.  We note your statement
that your disclosure under “Comprehensive Compensation Discussion and Analysis”
in your definitive proxy statement is not incorporated by reference from your
definitive proxy statement. We also note that your disclosure under “Comprehensive
Compensation Discussion and Analysis” appears to furnish the information
required by Item 402(b) of Regulation S-K and that the Compensation
Committee Report on page 25 of your definitive proxy statement states: “the
Compensation Committee recommended to the Board of Directors that the
Comprehensive Compensation Discussion & Analysis be included in the
Company’s Proxy Statement and incorporated by reference in the Company’s Annual
Report in its Form 10-K.” Please amend your filing so that it complies
with Item 11 of Form 10-K.

Response:  We
ask the Commission to reconsider its position on requiring the Company to amend
the Form 10-K for the year-ended December 31, 2007 on the grounds
that investors have been fully informed of the Company’s executive compensation
practices by virtue of the fact that the Company’s 2008 Proxy Statement,
including the Comprehensive Compensation Discussion and Analysis, is on file
with the Commission and was physically provided to all shareholders together
with our Form 10-K.   The material quantitative information relevant
to either a shareholder’s decision on how to vote shares or to an investor’s
decision on whether or not to buy or sell the Company’s common stock was
disclosed in the elements of the 2008 Proxy Statement that were incorporated by
reference into the Form 10-K or were clearly available and provided to
shareholders in our 2008 Proxy Statement.
Consequently, we believe an amendment of the Form 10-K serves no
effective purpose at this time other than to cure a technical oversight in our Form 10-K
filing.

Further, we note that certain comments of the SEC
Advisory Committee on Improvements to Financial Reporting put forth that there
has been an overabundance of amended filings and restatements for a number of
reasons.  We submit that filing an
amended Form 10-K at this time regarding this technical correction only
serves to underscore the advisory committee’s observation, especially in this
circumstance when the shareholders and prospective shareholders will obtain no
new information from such an amended filing and may only serve to confuse them
or cause them concern over a matter for which they should  have no concern.

If the Commission is concerned that our Comprehensive
Compensation Discussion and Analysis is not subject to the provisions of the  Exchange Act of 1934, since it was not
incorporated by reference into any filing governed by that act,  we believe that any such deficiency could be
addressed by the Company  incorporating  the

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Comprehensive Compensation Discussion and Analysis by
reference  into our filing on Form 10-Q
for the third quarter. We are prepared to do this if the Commission would
accept this as an alternative to amending our filing on Form 10-K.  Going forward, we would also incorporate the
Comprehensive Compensation Discussion and Analysis in our future filings on Form 10-K
as indicated in our letter dated August 21, 2008.

Restricted Stock
Plan-Performance Shares: Year 2007 of 2007-2008 Award  Opportunity,
page 18

Performance Objectives, page 19

2.             We note your response
to comment seven in our letter dated July 1, 2008. To the extent that it
is appropriate to omit specific targets, please provide the disclosure pursuant
to Instruction 4 to Item 402(b). General statements regarding the level of
difficulty, or ease, associated with achieving performance goals either
corporately or individually are not sufficient. In discussing how likely it
will be for the company to achieve the target levels or other factors, provide
as much detail as necessary without providing information that poses a
reasonable risk of competitive harm.

Response:
 The Company agrees that to the extent it
omits specific performance targets in its future incentive compensation
disclosures, it will undertake to make the appropriate disclosure required by
Instruction 4 to Item 402(b).

We
are hopeful that this letter resolves the Staff’s concerns with regard to these
comments.  If it does not, we would appreciate the
opportunity to discuss the comments with you.
Please call me at (770) 569-4278 to arrange for a mutually convenient
time to discuss the Company’s responses and any additional questions that the
Commission may have.

  Sincerely,

  /s/ JOHN W. RUMELY, JR.

  John W.
  Rumely, Jr.

  General Counsel

CC:  David Link, Division of Corporation Finance

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