SecProbe.io

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                            POLYAIR INTER PACK INC.
                              330 Humberline Drive
                            Toronto, Ontario M9W 1R5

                                  VIA FACSIMILE

September 7, 2005

Mr. John Cash
Accounting Branch Chief
United States Securities and Exchange Commission
Division of Corporation Finance
Washington, D.C. 20549-7010

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

Dear Mr. Cash:

Further to your letter of August 23, 2005 we respond as follows:

Form 20-F for the year ended October 31, 2004
Financial statements for the fiscal year ended October 31, 2004

1. 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":

1 (a).  SEC comment:  "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."

<PAGE>

Company  response:  The related  party will  purchase the  property  with a cash
payment on closing of Cdn$2.5  million and a Cdn$0.5  million  five-year  vendor
take-back  non-interest  bearing first mortgage  ("VTB note").  There will be no
principal  payments during the term of the mortgage however the principal amount
owing may be reduced by  remediation  costs  incurred by the  purchaser  up to a
maximum of US$0.3 million.  At a current  exchange rate of US$0.835:  Cdn$1 this
would  result in a  potential  offset of  Cdn$0.36  million  against the Cdn$0.5
million  VTB note.  In future  filings  we will  clarify  this in our  financial
statement disclosure.

1 (b).  SEC  comment:  "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."

Company  response:  The  Company's  lender  amended  certain  of  its  financial
covenants as at April 30, 2005 and the company is discussing  with its lenders a
further  covenant  amendment.  In light of these  discussions  and the Company's
financial  performance  in 2005 the Company's  lenders have not consented to the
conveyance  of this  property  and  management  does not  expect  that they will
approve the conveyance of the property in fiscal 2005.

1 (c). SEC comment:  "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."

Company response:

The put/call  agreement  provides  that 30 days after the exercise of the put or
call the purchaser shall be responsible for all environmental  obligations.  The
purchaser  exercised  the call on the  property on  September  22, 2004 and as a
result it is responsible for all environmental remediation obligations in excess
of US$300,000.  With the exercise of the put,  management  does not believe that
the  purchaser's  ability  to reduce  the VTB Note by up to US$0.3  million  for
future  environmental  remediation costs that it incurs  represents  "continuing
involvement"  as  contemplated  by  paragraphs  10-12 of SFAS  98.  Accordingly,
management  intends to account for the  transaction  in  accordance  with FAS 66
paragraph 25, which requires  reducing the gain by the potential  offset (US$0.3
million) that the purchaser can claim for remediation costs. The gain recognized
will be deferred and  amortized  over the term of the lease in  accordance  with
SFAS 98.

1 (d). SEC Comment:  "Please  revise future filings to address each of the above
concerns."

Company  response:  We will  comply  with your  request  and will  disclose  the
accounting   treatment  outlined  above  in  our  2005  consolidated   financial
statements.

2. 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."

2  (a).  SEC  comment:  "Your  accounting  policy  for  recording  environmental
liabilities under both Canadian and US GAAP. Refer to SFAS 5 and SOP 96-1 for US
GAAP purposes."

Company  response:  SOP  96-1  paragraph  .101  does  not  provide  guidance  on
accounting for environmental remediation actions that are undertaken at the sole
discretion of management and that are not induced by the threat,  by governments
or other  parties,  of litigation  or of assertion of a claim or an  assessment.
Accordingly,   the  Company  is  guided  in  its   accounting   for   contingent
environmental liabilities (the only being with respect to this property) by SFAS
5 in the U.S and CICA 3290 in Canada.  CICA 3290 in Canada requires a contingent
loss to be accrued if both of the following conditions are met:

o    It is  likely  that a future  event  will  confirm  that an asset  had been
     impaired or a liability  incurred at the date of the financial  statements;
     and

o    the amount of the loss can be reasonably estimated.

SFAS 5 is  consistent  with  CICA  3290.  The  Company  believes  it has met the
requirements of SFAS 5 and CICA 3290 in recording the environmental liability.

<PAGE>

We will comply with your request and include a  description  of this  accounting
policy in our 2005 consolidated financial statement as follows:

"The  Company's   operations  are  subject  to  numerous   environmental   laws,
regulations and guidelines  adopted by various  governmental  authorities in the
jurisdictions in which the Company  operates.  On a regular basis, the Company's
policies  are  designed  to assess and  evaluate  environmental  risk and,  when
necessary,  conduct appropriate  corrective  measures.  Liabilities are recorded
when known or considered probable and can be reasonably  estimated.  The Company
provides   for   environmental   liabilities   using  best   estimates.   Actual
environmental liabilities could differ significantly from these estimates."

2 (b) SEC comment:  "The amount accrued on your balance sheet for  environmental
liabilities at year end."

Company  response:  The Company had accrued its best estimate of US$0.3  million
for potential environmental liabilities at October 31, 2004.

2 (c).  SEC  comment:  "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  costs for
this  property are  probable.  " Company  response:  As noted in our response to
2(b),  the company had accrued its best estimate of US$0.3 million as at October
31, 2004.

2 (d). SEC comment: " 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."

Company  response:  The Company has accrued the maximum  possible amount (US$0.3
million)  under the put/call  agreement for its exposure for future  remediation
costs.

<PAGE>

Further to your request, we confirm the following:

o    the company is responsible  for the adequacy and accuracy of the disclosure
     in it's filing;

o    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

o    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 preparing our letter we have endeavored to provide a  comprehensive  response
to your  comments  and  questions.  If you wish to  discuss  any  aspects of our
response or require further clarification you may reach me at the address below.

Yours truly,

/s/VICTOR D'SOUZA
Victor D'Souza, CA
Chief Financial Officer.
Polyair Inter Pack Inc.
Tel: 416-569-7500
Email: victor@polyair.com.
Fax: 416-740-7356
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