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SEC Company Response from AINSWORTH LUMBER CO LTD (CIK 0001043289) — Feb 16, 2005

AINSWORTH LUMBER CO LTD (CIK 0001043289)
Date: Feb. 16, 2005 · CIK: 0001043289 · Accession: 0000909567-05-000407

AI Filing Summary & Sentiment

File numbers found in text: 333-119812

Date
February 16, 2005
Author
Robert Normandeau
Form
CORRESP
Company
AINSWORTH LUMBER CO LTD (CIK 0001043289)

Letter

VIA EDGAR Securities and Exchange Commission 450 Fifth Street, N.W. Judiciary Plaza Washington, DC 20549 USA Securities and Exchange Commission February 16, 2005 Page 2 February 16, 2005 BY FACSIMILE Securities and Exchange Commission 450 Fifth Street, N.W. Judiciary Plaza Washington, DC 20549 Attention: Pamela A. Long, Assistant Director Re: Ainsworth Lumber Co. Ltd. Registration Statement on Form F-4 (File No. 333-119812)

RE: Ainsworth Lumber Co. Ltd. (the "Registrant") Registration Statement on Form F-4 (File No. 333-119812)

<DOCUMENT>
<TYPE>CORRESP
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>
<PAGE>

SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP

222 BAY STREET
SUITE 1750, P.O. Box 258
TORONTO, ONTARIO
M5K 1J5
--------
(416) 777-4700
Fax: (416) 777-4747
www.skadden.com

February 16, 2005

VIA EDGAR

Securities and Exchange Commission
450 Fifth Street, N.W.
Judiciary Plaza
Washington, DC 20549
USA

RE: Ainsworth Lumber Co. Ltd. (the "Registrant")
Registration Statement on Form F-4
(File No. 333-119812)

Ladies and Gentlemen:

Enclosed please find a letter from the Registrant requesting that the
effectiveness of the above-referenced Registration Statement be accelerated to
5:00 p.m. on Friday, February 18, 2004, or as soon as practicable thereafter,
and that such effective date and time be confirmed in writing.

<PAGE>

Securities and Exchange Commission
February 16, 2005
Page 2

If you have any questions with respect to the enclosed materials,
please contact the undersigned or Christopher Morgan at (416) 777-4700.

Very truly yours,

/s/ Robert Normandeau
---------------------
Robert Normandeau

cc: Matt Franker
(Securities and Exchange Commission)
Catherine Ainsworth
Robert Allen
(Ainsworth Lumber Co. Ltd.)
G. Eric Doherty, Esq.
(Borden Ladner Gervais LLP)
Christopher W. Morgan, Esq.
(Skadden, Arps, Slate, Meagher & Flom LLP)

<PAGE>

[AINSWORTH LETTERHEAD]

February 16, 2005

BY FACSIMILE

Securities and Exchange Commission
450 Fifth Street, N.W.
Judiciary Plaza
Washington, DC 20549
Attention: Pamela A. Long, Assistant Director

Re: Ainsworth Lumber Co. Ltd.
Registration Statement on Form F-4
(File No. 333-119812)

Dear Ms. Long:

Pursuant to Rule 461 under the Securities Act of 1933, as
amended, we hereby request that the effectiveness of the above-referenced
Registration Statement on Form F-4 relating to the exchange of (i) the
outstanding US$275,000,000 principal amount of 7 1/4% Senior Notes of Ainsworth
Lumber Co. Ltd. (the "Registrant") for US$275,000,000 principal amount of its
7 1/4% Senior Exchange Notes and (ii) the outstanding US$175,000,000 principal
amount of Senior Floating Rate Notes of the Registrant for US$175,000,000
principal amount of its Senior Floating Rate Notes, be accelerated to 5:00 p.m.
on Friday, February 18, 2004, or as soon as practicable thereafter, and that
such effective date and time be confirmed in writing.

We hereby acknowledge that:

o 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;

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

o the Registrant 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.

Ainsworth Lumber Co. Ltd.

By: /s/ Robert Allen
-----------------------
Robert Allen
Chief Financial Officer

cc. Matt Franker
(Securities and Exchange Commission)

</TEXT>
</DOCUMENT>

Very truly yours,
/s/ Robert Normandeau
---------------------
Robert Normandeau

Show Raw Text
<DOCUMENT>
<TYPE>CORRESP
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>
<PAGE>

                    SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP

                                 222 BAY STREET
                            SUITE 1750, P.O. Box 258
                                TORONTO, ONTARIO
                                     M5K 1J5
                                    --------
                                 (416) 777-4700
                               Fax: (416) 777-4747
                                 www.skadden.com

                                                     February 16, 2005

VIA EDGAR

Securities and Exchange Commission
450 Fifth Street, N.W.
Judiciary Plaza
Washington, DC  20549
USA

                RE:  Ainsworth Lumber Co. Ltd. (the "Registrant")
                     Registration Statement on Form F-4
                     (File No. 333-119812)

Ladies and Gentlemen:

          Enclosed please find a letter from the Registrant requesting that the
effectiveness of the above-referenced  Registration  Statement be accelerated to
5:00 p.m. on Friday,  February 18, 2004, or as soon as  practicable  thereafter,
and that such effective date and time be confirmed in writing.

<PAGE>

Securities and Exchange Commission
February 16, 2005
Page 2

          If you have any  questions  with  respect to the  enclosed  materials,
please contact the undersigned or Christopher Morgan at (416) 777-4700.

                                           Very truly yours,

                                           /s/ Robert Normandeau
                                           ---------------------
                                               Robert Normandeau

cc:  Matt Franker
       (Securities and Exchange Commission)
     Catherine Ainsworth
     Robert Allen
       (Ainsworth Lumber Co. Ltd.)
     G. Eric Doherty, Esq.
       (Borden Ladner Gervais LLP)
     Christopher W. Morgan, Esq.
       (Skadden, Arps, Slate, Meagher & Flom LLP)

<PAGE>

                             [AINSWORTH LETTERHEAD]

                                                     February 16, 2005

BY FACSIMILE

Securities and Exchange Commission
450 Fifth Street, N.W.
Judiciary Plaza
Washington, DC 20549
Attention: Pamela A. Long, Assistant Director

                  Re:      Ainsworth Lumber Co. Ltd.
                           Registration Statement on Form F-4
                           (File No. 333-119812)

Dear Ms. Long:

                  Pursuant to Rule 461 under the Securities Act of 1933, as
amended, we hereby request that the effectiveness of the above-referenced
Registration Statement on Form F-4 relating to the exchange of (i) the
outstanding US$275,000,000 principal amount of 7 1/4% Senior Notes of Ainsworth
Lumber Co. Ltd. (the "Registrant") for US$275,000,000 principal amount of its
7 1/4% Senior Exchange Notes and (ii) the outstanding US$175,000,000 principal
amount of Senior Floating Rate Notes of the Registrant for US$175,000,000
principal amount of its Senior Floating Rate Notes, be accelerated to 5:00 p.m.
on Friday, February 18, 2004, or as soon as practicable thereafter, and that
such effective date and time be confirmed in writing.

                  We hereby acknowledge that:

     o  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;

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

     o  the Registrant 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.

                                                 Ainsworth Lumber Co. Ltd.

                                                 By:   /s/ Robert Allen
                                                       -----------------------
                                                       Robert Allen
                                                       Chief Financial Officer

cc.      Matt Franker
           (Securities and Exchange Commission)

</TEXT>
</DOCUMENT>