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    Unassociated Document

    July 16,
2010

    Via
Edgar

    Mr. John
Reynolds

    Assistant
Director

    United
States Securities and Exchange Commission

    450th Fifth
Street

    Washington,
D.C.  20549-0405

              Re:

              Schweitzer-Mauduit
      International, Inc.

    Comment Letter from the Securities and
Exchange Commission dated May 27, 2010

    Form 10-K for the Fiscal Year ended
December 31, 2009 and

    Definitive Proxy Statement on Schedule
14A filed March 8, 2010

    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 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 terms “we,” “us” and “our” in the responses refer to
the Company.

    The
Company's responses to the Commission's comments follow in the same order set
forth in your May 27, 2010 letter.

    Form 10-K for the Fiscal
Year Ended December 31, 2009

      Item 7, Management’s
Discussion and Analysis of Financial Condition and Results of Operations, page
25

              1.

              We
      note your presentation of ‘net sales at constant currency’, ‘EPS excluding
      restructuring and impairment expenses – diluted,’ ‘EPS adjusted for share
      dilution,’ and ‘EBIT’ in your fourth quarter 2009 earnings conference
      materials. We further note your presentation of ‘free cash flow’ in Ex.
      99.1 to your February 10, 2010 Form 8-K. These appear to be non-GAAP
      measures as defined by Regulation G and Item 10(e) of Regulation S-K as
      they are not required by GAAP, Commission rules or appear to be required
      by a system of regulation that is applicable to the Company. To the extent
      you disclose or release publicly any material information that includes a
      non-GAAP measure, you please label the measures as non-GAAP and provide a
      reconciliation to the most closely comparable GAAP measures. Please
      confirm to us that you will comply with the applicable non-GAAP
      requirements for any non-GAAP measure you provide in the
      future.

    Response:
We confirm that we will comply with the applicable non-GAAP requirements for any
non-GAAP measures we provide in the future.

    Results of Operations, page
30

    Year Ended December 31, 2009
Compared with the Year Ended December 31, 2009, page 30

    Net Sales, page
30

              2.

              We
      note that you exited the Brazil coated papers business (page 31) and
      closed the Lee Mills (page 61) in 2009, and you closed the finished
      tipping mill in Malaucène, France in the fourth quarter of 2009 (page 25).
      We further note your disclosure of the sales decreases resulting from
      these actions on pages 31 and 34. Please tell us if the coated papers
      business or either of the mills represents a component of the entity, as
      defined in ASC 205-20-20 (formerly paragraph 41 of SFAS 144). If so, also
      explain to us how you considered the guidance in ASC 205-20-45-1 (formerly
      paragraph 42 of SFAS 144) and ASC 205-20-50-4, 50-6 and 55-4 through 55-24
      (formerly EITF 03-13) in determining that none of these actions represents
      a disposal that should reported as discontinued
  operations.

    Response:
The Brazil coated papers business, which was exited in 2008, did not represent a
component of an entity as defined in ASC 205-20-20 since its operations and cash
flows could not be clearly distinguished, operationally and for financial
reporting purposes, from the rest of the Brazilian entity. The coated papers
business was a product line within Brazil’s larger cash-flow generating paper
operations, and its cash flows could not be clearly distinguished. As such,
exiting the coated papers business did not represent an action that should be
reported as discontinued operations.

    The
Lee Mills, which closed in 2008, did not represent a component of an entity for
which operations and cash flows could be clearly distinguished, operationally
and for financial reporting purposes, from the rest of the entity. Certain
products made at the Lee Mills were also made at other SWM locations, and the
Company received continuing cash flows made from production of these products at
other locations. Therefore, closure of the Lee Mills did not represent an action
that should be reported as discontinued operations.

    We
have concluded that the finished tipping mill in Malaucène, France does
represent a component of an entity as defined in ASC 205-20-20 since its
operations and cash flows can be clearly distinguished, operationally and for
financial reporting purposes, from the rest of the entity. We considered the
guidance in ASC 205-20-45-1 including the implementation guidance in ASC
205-20-55-3 through 55-24 and concluded that the results of operations of the
Malaucène mill should not be reported as discontinued operations as of December
31, 2009, since the assets had neither been disposed of by abandonment nor met
the criteria under ASC 360-10-45-9 to be classified as “Held for Sale”.
Furthermore, at December 31, 2009 and continuing into fiscal 2010, certain
employees were providing services that we believe are appropriately considered
run-off operations at the Malaucène facility. We cannot predict the completion
of the run-off operations. Since we concluded the criteria for reporting
discontinued operations were not met, the disclosure guidance for continuing
cash flows in ASC-20-50-4 and continuing involvement in 50-6 was not
applicable.

    Outlook, page
42

    Lower Ignition Propensity
Cigarette Papers, page 43

              3.

              We
      note that the Company filed a patent infringement action on February 8,
      2010 against four defendants alleging infringement of the Company’s United
      States Patent Number 6,725,867 and that such adversarial proceedings
      present uncertainties and risks, which could include invalidation of the
      patent in dispute, a change in the scope of the patent claims, or an
      adverse determination on the questions of infringement, among others.
      Please tell us how you considered the MD&A, subsequent events and
      commitments and contingencies disclosure requirements, as applicable, for
      this patent infringement action and the related risks and
      uncertainties.

    Response:
The patent at issue in the infringement action does not directly impact the
Company’s Alginex® papers for lower ignition propensity cigarettes, the product
from which a substantial portion of the Company’s U.S. operation’s revenue is
based. In preparing the Form 10-K, we considered the litigation and concluded
that it was not likely to have a material impact on the Company’s results of
operations or liquidity and therefore excluded its disclosure from MD&A,
subsequent events, and commitments and contingencies.  In contrast, we
concluded that the litigation did warrant disclosure in our safe harbor
disclosure due to differences in the standards for disclosure.  We
will continue to assess the litigation and continue to consider MD&A,
subsequent events, and commitments and contingencies disclosure
requirements.

    Glossary of Terms, page
98

              4.

              We
      note in your definition of “Adjusted EBITDA” that one of the items you
      deduct from net income is loss from equity affiliates. Based on your
      reconciliation to Adjusted EBITDA on page 24, it appears to us that you do
      not adjust for income (loss) from equity affiliates. Please revise your
      definition or advise.

    Response:
The definition and reconciliation of Adjusted EBITDA on page 24 of the Form 10-K
do not include an adjustment of income (loss) from equity affiliates. We will
revise the definition of Adjusted EBITDA in the Glossary of Terms in future
filings.

    Exhibits

              5.

              We
      note the discussion on page three and elsewhere that you are the sole
      supplier of on-line banded cigarette papers for use in LIP cigarettes to
      Philip Morris-USA for its U.S. requirements. It was unclear to us whether
      this agreement had been filed or was included as part of your Fine Papers
      Supply Agreement. If so, please advise. If not, please advise what
      consideration you gave to Item 601(b)(10) of Regulation S-K as it related
      to this agreement.

    Response:
The Company’s Amended and Restated Addendum to Second Amended and Restated
Agreement between Philip Morris Incorporated and Schweitzer-Mauduit
International, Inc. for Fine Paper Supply, effective as of July 1, 2000, was
filed as exhibit 10.3 to Form 10-Q for the quarter ended June 30,
2000.  Portions of this exhibit were redacted pursuant to a
Confidentiality Request under Rule 24(b)-2 of the Securities Exchange Act of
1934.  It is listed as Exhibit 10.12.3 in the exhibit list in the Form
10-K for the year ended December 31, 2009.

    Schedule 14A, filed March 8,
2010

    General

              6.

              We
      note your disclosure in response to Item 402(s) of Regulation S-K. Please
      describe the process you undertook to reach the conclusion that disclosure
      is not necessary.

    Response:
The Compensation Committee of the Board of Directors evaluated the elements of
the Company’s  compensation programs to assess whether or not they
potentially increased the risk, as a result of actions that could reasonably be
expected as a result of the compensation program design, that would adversely
impact:

                a.

                Operational
      performance of any unit

                  b.

                  Financial
      performance of any unit

                c.

                Ability
      to fully recover the cost of goods sold (including fixed and variable
      costs)

                  d.

                  Ability
      to perform any binding obligation of the company, the breach of which
      could result in a material liability;
or

                e.

                Likelihood
      of fraud, accounting irregularities or misrepresentation of the Company’s
      financial and operating
results

    In
performing this assessment, the Committee considered the factors suggested in
the SEC’s July 10, 2009 Proposing Release, Discussion of the Amendments in the
Final Rule in Release Nos. 33-9089 and 34-61175 as well as other factors the
Compensation Committee considered relevant to the Company’s specific
circumstances and operations.

    In
each case, the Committee determined either that the compensation programs did
not present such risks, or that elements of the program that could reasonably be
expected to present such risks were offset or counterbalanced by compensating
controls and other elements of the  overall compensation
program.  The Compensation Committee reported its finding to the
entire Board on February 22, 2010.

The
Compensation Committee also amended its Charter February 9, 2010 to incorporate
as part of its duties and responsibilities an assessment of the risks posed by
the design and implementation of its compensation programs at least annually and
whenever material changes are made in such programs. The amended Compensation
Committee Charter is posted on the Company’s website at
www.schweitzer-mauduit.com

    We
note that the empirical and other analytic frameworks correlating compensation
practices and risk and the identification of risk factors in relevant industries
are still developing.  We will monitor these developments and, as
appropriate, revise our assessment process.  We also note that neither
Item 402 (s) nor the adopting release requires any disclosure of
“process,”  but should we conclude that an explanation of the
underlying analytical process is important to an understanding of our
compensation policy and practices, we will include a discussion of that process
in future filings.

    Comprehensive Compensation
Discussion & Analysis, page 13

              7.

              It
      was unclear to us why your Grants of Plan-based Awards table did not
      contain a column reporting grant date fair value or how this disclosure
      reconciled back to your 2009 Summary Compensation Table. For example, we
      were unable to tell where the $3.5 million stock award to Mr. Villoutreix
      was presented in the table. Please
advise.

    Response:  The table Grants of Plan-based Award
shows grants made during 2009.  Since the $3.5 million stock award
earned in 2009 was not granted during the fiscal year, the column was not
required in the table.  We provide the following background regarding
the specific $3.5 million stock award to Mr. Villoutreix to which your comment
referred.

    That
share-based award was “earned” during 2009 under the Company’s Long-Term
Incentive Plan, which calls for such award to be “banked” until the end of that
multi-year cycle.  The particular multi-year cycle in this instance is
a 2-year cycle: 2009 and 2010.  Upon approval by the Compensation
Committee in February 2010 and filing of the Company’s Form 10-K in early March
2010, the Company issued Mr. Villoutreix restricted shares in March 2010, which
are scheduled to vest following the completion of performance against the
objectives of the 2010 portion of the multi-year cycle (which will similarly be
determined  in March 2011).

    The
numbers of shares of “Estimated Future Payouts Under Equity Incentive Plan
Awards” presented in the table “2010 Grants of Plan-Based Awards” represents the
estimated award opportunities for the 2010 portion of the multi-year cycle of
the Long-Term Incentive Plan, as that is what is subject to being “earned” in
2010.   Thus, since that $3.5 million share-based award was
“earned” during 2009, the value was reported as “Stock Awards” in the table
titled, “2009 Summary Compensation Table,” but based on our understanding of the
rules for the table this share award was not included in the table titled, “2010
Grants of Plan-Based Awards” as it is not subject to being “earned” in
2010.  The $3.5 million share-based award also was not included in the
table titled “2009 Outstanding Equity Awards at Fiscal Year-End” since the
related restricted shares had not yet been issued (restricted shares were issued
subsequent to filing of the Form 10-K and Proxy Statement).  Although
it was subject to being “earned” in 2009, the associated restricted shares were
not issued until March 2010 following filing of the Form 10-K and Proxy
Statement.

    *           *           *           *           *

    In
connection with your comments and our response to your comments, we acknowledge
that:

              ·

              The
      Company is responsible for the adequacy and accuracy of the disclosure in
      the filing;

              ·

              Staff
      comments or changes to disclosure in response to staff comments do not
      foreclose the Commission from taking any action with respect to the
      filing; and

              ·

              The
      Company may not assert staff comments as a defense in any proceeding
      initiated by the Commission or any person under the federal securities
      laws of the United States.

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

    Sincerely,

    /s/ John
W. Rumely, Jr.

    John W.
Rumely, Jr.

    Secretary
and General