SecProbe.io

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October 29, 2004

Mail Stop 0510

via U.S. Mail and facsimile

Brian E. Ainsworth
Chairman and Chief Executive Officer
Ainsworth Lumber Co. Ltd.
1055 Dunsmuir Street
Vancouver, British Columbia
Canada V7X 1L3

Re: 	Ainsworth Lumber Co. Ltd.
	Form F-4
		File No. 333-119812

Dear Mr. Ainsworth:

We have reviewed only those portions of your registration statement
that relate to undertakings of the registrant and have the following
comment.  No further review of the registration statement has been or
will be made.  Where indicated, we think you should revise your
document in response to this comment.  If you disagree, we will
consider your explanation as to why our comment is inapplicable or a
revision is unnecessary.  Please be as detailed as necessary in your
explanation.  After reviewing this information, we may or may not
raise additional comments.

Please understand that the purpose of our review process is to assist
you in your compliance with the applicable disclosure requirements and
to enhance the overall disclosure in your filing.  We look forward to
working with you in these respects.  We welcome any questions you may
have about our comment or on any other aspect of our review.  Feel
free to call us at the telephone numbers listed at the end of this
letter.

Undertakings; page II-4

1. We note your statement on page 81 that you intend to complete the
exchange offer within forty-five days of the effective date of your
registration statement, and that on page 83 you reserve the option to
extend the expiration date for an indeterminate period.  Please revise
your Item 22 undertakings to include the information Item 512(a) of
Regulation S-K requires for a Rule 415 offering.  See Rule
415(a)(1)(ix).
As appropriate, please amend your registration statement in response
to this comment.  You may wish to provide us with marked copies of the
amendment to expedite our review.  Please furnish a cover letter with
your amendment that keys your response to our comment and provides any
requested supplemental information.  Detailed cover letters greatly
facilitate our review.  Please understand that we may have additional
comments after reviewing your amendment and responses to our comment.

We urge all persons who are responsible for the accuracy and adequacy
of the disclosure in the filings reviewed by the staff to be certain
that they have provided all information investors require for an
informed decision.  Since the company and its management are in
possession of all facts relating to a company`s disclosure, they are
responsible for the accuracy and adequacy of the disclosures they have
made.

	Notwithstanding our comment, in the event the company requests
acceleration of the effective date of the pending registration
statement, it should furnish a letter, at the time of such request,
acknowledging that:

?	should the Commission or the staff, acting pursuant to delegated
authority, declare the filing effective, it does not foreclose the
Commission from taking any action with respect to the filing;

?	the action of the Commission or the staff, acting pursuant to
delegated authority, in declaring the filing effective, does not
relieve the company from its full responsibility for the adequacy and
accuracy of the disclosure in the filing; and

?	the company may not assert this action as a defense in any
proceeding initiated by the Commission or any person under the federal
securities laws of the United States.

	In addition, please be advised that the Division of Enforcement
has access to all information you provide to the staff of the Division
of Corporation Finance in connection with our review of your filing or
in response to our comments on your filing.

We will consider a written request for acceleration of the effective
date of the registration statement as a confirmation of the fact that
those requesting acceleration are aware of their respective
responsibilities under the Securities Act of 1933 and the Securities
Exchange Act of 1934 as they relate to the proposed public offering of
the securities specified in the above registration statement.  We will
act on the request and, pursuant to delegated authority, grant
acceleration of the effective date.

We direct your attention to Rules 460 and 461 regarding requesting
acceleration of a registration statement.  Please allow adequate time
after the filing of any amendment for further review before submitting
a request for acceleration.  Please provide this request at least two
business days in advance of the requested effective date.

You may contact Matt Franker at (202) 824-5495 or me at (202) 942-1950
with any questions.

			Sincerely,

			Pamela Ann Long
						Assistant Director

cc:	Christopher W. Morgan, Esq. (via facsimile 416/777-4747)
	Skadden, Arps, Slate, Meagher & Flom LLP
	222 Bay Street
	Suite 1750, P.O. Box 258
	Toronto, Ontario M5K 1J5
Brian E. Ainsworth
Ainsworth Lumber Co. Ltd.
Page 3

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-0404

       DIVISION OF
CORPORATION FINANCE

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