SecProbe.io

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								July 13, 2005

Mr. Kari Toikka
Executive Vice President and
Chief Financial Officer
UPM-Kymmene Corporation
999 Oakmont Plaza Drive, Suite 200
Westmont, Illinois  60559

	Re:	UPM-Kymmene Corporation
		Form 20-F for the Fiscal Year Ended December 31, 2004
Filed May 26, 2005
		File No. 1-14932

Dear Mr. Toikka:

      We have reviewed your filing and have the following
comments.
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 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 December 31, 2004

Controls and Procedures, page 87

1. We note the exception included in your conclusion on
effectiveness
of your disclosure controls and procedures.  The exception relates
to
information for U.S. GAAP reporting provided from Pohjolan Voima
Oy.
It is not appropriate to conclude that your disclosure controls
and
procedures are effective while noting certain exceptions.  Please
remove the limiting phrase and provide your conclusion that
disclosure
controls and procedures were effective or were not effective.

Financial Statements

Note 1 - Accounting Policies

Revenue Recognition, page F-10

2. We note your disclosures concerning your revenue recognition
policies and are unable to understand whether your policies
strictly
comply with SAB Topic 13 for U.S. GAAP.  Please explain your
policies
to us in further detail, addressing all of the criteria discussed
in
SAB Topic 13.

Research and Development, and Computer Software, page F-11

3. Please explain to us how your policy to capitalize certain
development costs and costs for computer software development
projects
complies with U.S. GAAP, or explain why a reconciling item for
U.S.
GAAP is not provided in Note 40.

Government Grants, page F-12

4. Please explain to us how your policies for accounting for and
presenting government grants on your statements of income comply
with
U.S. GAAP.  Please quantify the relevant amounts in your
explanation
and explain the nature of the grants in greater detail.

In preparing your explanation, please address the guidance
provided in
the AICPA Audit and Accounting Guide for Agricultural Producers
and
Agricultural Cooperatives, paragraphs 6.96 to 6.99, which
indicates
that reimbursements of expenses should be recorded in the period
when
the original expenditure occurred (6.99), but that government
payments
considered to be subsidies are to be "recorded when the amount of
and
right to receive the payment can be reasonably determined" (6.97),
which is consistent with other U.S. GAAP principles.
Additionally, we
would also normally expect government subsidies to be presented as
revenue, rather than reductions to expense.  Please refer to EITF
01-
14 for further guidance.

Closing Comments

      As appropriate, please amend your filing and respond to
these
comments within 10 business days or tell us when you will provide
us
with a response.  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 responses to our comments and
provides
any requested information.  Detailed cover letters greatly
facilitate
our review.  Please understand that we may have additional
comments
after reviewing your amendment and 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 investment 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 the 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.

	You may contact Sandy Eisen at (202) 551-3864 if you have
questions regarding comments on the financial statements and
related
matters.  Please contact me at (202) 551-3684 with any other
questions.

								Sincerely,

								April Sifford
								Branch Chief

cc: 	Sandy Eisen
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Mr. Kari Toikka
UPM-Kymmene Corporation
July 13, 2005
page 1

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
100 F Street, N.E.
WASHINGTON, D.C. 20549

   DIVISION OF
CORPORATION FINANCE
MAIL STOP 7010

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