SecProbe.io

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      Mail Stop 7010

      August 23, 2005

Mr. Henry Schnurbach
Polyair Inter Pack Inc.
330 Humberline Drive
Toronto, Ontario M9W 1R5

      Re:	Polyair Inter Pack Inc.
		Form 20-F for the year ended October 31, 2004
      Filed May 2, 2005
      File No. 0-29528

Dear Mr. Schnurbach:

      We have limited our review of your filing to those issues we
have addressed in our comments.  Where indicated, we think you
should
revise your document in response to these comments.  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.  In some of our comments, we may
ask
you to provide us with information so we may better understand
your
disclosure.  After reviewing this information, we may 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 comments or on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.

FORM 20-F FOR THE YEAR ENDED OCTOBER 31, 2004

Financial Statements for the Fiscal Year Ended October 31, 2004

Note 14 - Related Party Transactions

1. We note your disclosures about the put/call agreement that you
have with a related party concerning the contaminated land that
you
acquired from Jacuzzi in 2003.  We have the following comments:

* We read that the purchase price will be paid in cash on closing
subject to a five year, non-interest bearing vendor take-back
mortgage.  Please explain these sales terms to us in more detail.
Clarify for us if the property will be purchased by the related
party
with cash, a note, or a combination of the two, and clarify the
amounts to be paid through each of these.

* Please update us on whether your lenders have granted approval
for
the conveyance of this property.  If applicable, please tell us
your
expectations for whether such approval will be granted in the
future.

* We read that upon execution of the sale of this land, you have
committed to enter into a leaseback transaction with the related
party purchaser for a period of 10 years, subject to a five year
extension.  Please tell us how you intend to account for this
leaseback under US GAAP.  Tell us whether you believe your
commitment
to reimburse the purchaser for future environmental remediation
costs
that he incurs related to this land represents "continuing
involvement" as contemplated by paragraphs 10-12 of SFAS 98.

* Please revise future filings to address each of the above
concerns.

Note 22 - Generally Accepted Accounting Principles in Canada and
the
United States

2. We note your disclosures about environmental liabilities in
Item
4D of Form 20-F and in Note 14 to your financial statements.
Please
tell us, and revise future filings to include, the following
information related to environmental liabilities.

* Your accounting policy for recording environmental liabilities
under both US and Canadian GAAP.  Refer to SFAS 5 and SOP 96-1 for
US
GAAP purposes.

* The amount accrued on your balance sheet for environmental
liabilities at year end.

* If the amount accrued at October 31, 2004 was less than US $0.3
million, please tell us how you determined a lesser amount was
appropriate in light of your put/call agreement on the
contaminated
land that provides for a minimum credit to the purchaser of US
$0.3
million as payment for the assumption of all environmental
remediation obligations for this property.  This agreement appears
to
indicate that you believe US $0.3 million of environmental
remediation costs for this property are probable.

* The range for reasonably possible remediation obligations in
excess
of the amount accrued.  In this regard, it appears from your
disclosures about the put/call agreement that you have set a
maximum
limit for your additional reimbursements to the purchaser for his
future remediation costs, i.e. the full amount of the vendor take-
back mortgage.  We assume that this maximum reimbursement
represents
the upper range of your estimate for reasonably possible
additional
obligations.

*	*	*

		Please respond to these comments within 10 business
days,
or tell us when you will provide us with a response.  Please
provide
us with a response letter that keys your responses to our comments
and provides any requested information.  Detailed letters greatly
facilitate our review.  Please understand that we may have
additional
comments after reviewing your responses to our comments.

      We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing to be certain that the
filing includes all information required under the Securities
Exchange Act of 1934 and 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.

	In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that:

* the company is responsible for the adequacy and accuracy of the
disclosure in their 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.

		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 our review of your filing
or
in response to our comments on your filing.

      If you have any questions regarding these comments, please
direct them to Jennifer Thompson, Staff Accountant, at (202) 551-
3737
or, in her absence, to Jeanne Baker, Assistant Chief Accountant,
at
(202) 551-3691 or the undersigned at (202) 551-3768.

      Sincerely,

      John Cash
      Accounting Branch Chief
Mr. Henry Schnurbach
Polyair Inter Pack Inc.
August 23, 2005
Page 1

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-7010

         DIVISION OF
CORPORATION FINANCE

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