SecProbe.io

<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>
      Mail Stop 7010

      October 13, 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 reviewed your response letter dated September 7,
2005
and have the following additional 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.

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

Note 14 - Related Party Transactions

1. We note your response to comment 1 from our letter dated August
23, 2005 and have the following additional comments:

* Your response states that under your put/call agreement the
purchaser "is responsible for all environmental remediation
obligations in excess of US $300,000" and that the purchaser may
reduce the principal of "the VTB Note by up to US $0.3 million for
future environmental remediation costs that it incurs."  However,
based on the disclosures in your Form 20-F and a review of the
put/call agreement that you filed as Exhibit 4.2 to your Form 20-
F,
it appears that the purchaser has the right to offset against the
Canadian $500,000 VTB Note both the stated minimum credit of US
$300,000 and any additional amount in excess of US $300,000 that
the
purchaser may spend on environmental remediation of the property.
Refer to Schedules A-1 and D-1 to the put/call agreement.  It
therefore appears that the upper limit for your environmental
remediation liability under the put/call agreement is the total
principal amount of the Note itself.  Please advise.  If true,
please
revise future filings to clarify that the entire principal amount
of
the VTB Note may be offset against future environmental
remediation
costs that the purchaser incurs.

* If applicable, given the above, please revise your response as
to
how you intend to account for this leaseback under US GAAP.

* We note that your lenders have not yet consented to the
conveyance
of this property under the put/call agreement, and management does
not expect that they will approve the conveyance of the property
in
the near term.  In future filings, please expand your disclosures
to
address your potential environmental remediation obligations if
your
lenders do not approve the conveyance of this property.

*	*	*

		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.

      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.
October 13, 2005
Page 1

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

         DIVISION OF
CORPORATION FINANCE

</TEXT>
</DOCUMENT>