SecProbe.io

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Mail Stop 7010

October 17, 2005

Via U.S. mail and facsimile

Mr. Enrique Cibie
Chief Executive Officer
Masisa S.A.
900 Circle Seventy-five Parkway, Suite 720
Marietta, GA 30339

Re: 	Masisa S.A.
Amendment No. 1 to Registration Statement on Form F-1
Filed October 13, 2005
File No. 333-128694

Dear Mr. Cibie:

      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.

General

1. Please be advised that we may have additional comments on your
registration statement after you file a pre-effective amendment
containing pricing-related information.  Since this information
affects a number of disclosure items, you should allow a
reasonable
time for our review prior to requesting acceleration.  In the
course
of our review we may raise issues relating to matters we had not
previously commented upon.  In addition, please be advised that
you
may not circulate copies of your prospectus until you have
included
an estimated price range and all other information required by the
federal securities laws, except information you may exclude in
reliance upon Rule 430A of Regulation C.

2. Please provide us with copies of any artwork or other graphics
you
intend to use in your prospectus.  Please be advised that we may
have
comments and you may want to consider waiting for our comments
before
circulating these materials.

Table of Contents, page i

3. Please relocate the five paragraphs located beneath the table
of
contents to more appropriate locations in your prospectus.  In
addition, please relocate the section "Cautionary statement
concerning forward-looking information" and the section
"Presentation
of financial information."  The forepart of your prospectus should
consist of only the cover page and the summary and risk factors
sections.

4. The disclosure in your prospectus regarding the contents of any
document must be materially complete.  Please delete the second
sentence of the last paragraph.

Summary, page 1

Our competitive strengths, page 2

5. Please include a discussion of your weaknesses that is equally
prominent as this section.

Our strategy, page 3

6. Please balance this section by briefly discussing the risks of
implementing your strategy.

The offering, page 6

The preemptive rights offerings, page 6

7. We note that you have filed a registration statement on Form F-
1
(File No. 333-128972) relating to the preemptive rights offering.
Please disclose here, and as appropriate elsewhere in your filing,
that you have filed a registration statement on Form F-1 relating
to
the preemptive rights offering and update the disclosure regarding
the preemptive rights offering throughout your filing accordingly.
In this regard, we note the disclosure in the last two paragraphs
on
page 22.
Lock-up, page 8

8. We note that J.P. Morgan may consent to the release of shares
from
the lock-up.  If there is any current intention to release shares,
please discuss this.  Please also briefly describe the factors
that
J.P. Morgan is likely to consider in determining to release
shares.

Risk factors, page 12

9. Please provide a risk factor pertaining to the difficulty U.S.
stockholders would face in effecting service of process against
you.
This risk factor should address the risk U.S. stockholders face
in:

* effecting service of process within the United States on you or
any
of your non-U.S. resident executive officers or directors;

* enforcing judgments obtained in U.S. courts based on the civil
liability provisions of the U.S. federal securities laws against
you
or any of your non-U.S. resident executive officers or directors;

* enforcing judgments of U.S. courts based on civil liability
provisions of the U.S. federal securities laws in foreign courts
against you or any of your non-U.S. resident executive officers or
directors; and

* bringing an original action in foreign courts to enforce
liabilities based on the U.S. federal securities laws against you
or
any of your non-U.S. resident executive officers or directors.

10. Please provide a risk factor regarding the extent to which you
may be exempt from the corporate governance requirements of the
NYSE.
In this regard, we note that you may be a "controlled company"
under
NYSE rules.

Our dependence on a small number of key third party
distributors...,
page 12

11. Please disclose the percentage of your sales made through each
of
Masonite and your other key distributors and customers.

A significant percentage of our employees are unionized..., page
12

12. Please quantify the effect the Venezuelan work stoppage had on
your company.

13. Please explain why the statement in the third sentence makes
this
offering risky or speculative.
Our dependence, to a large extent, on maritime transport..., page
13

14. Please explain why space on maritime shipping vessels is
limited
and difficult to secure.

We may face significant competition in the markets in which we
sell..., page 14

15. Item 3.D. of Form 20-F requires that you disclose risk factors
that are specific to your company or industry.  This risk factor
is
too generic because it could apply to nearly any company or
industry.
Please clearly explain how it applies to your company or industry.

Currency devaluations and foreign exchange fluctuations..., page
15

16. Please provide specific examples, including quantification, of
how currency devaluations and foreign exchange fluctuations have
affected your company.

We may not be able to satisfy our financing requirements, page 15

17. Please disclose the amount of your debt service and the effect
of
interest rate changes on your debt service requirements.  For
example, what would be the effect of a 1% change in interest
rates?

Changes in environmental regulations to which we are subject...,
page
15

18. Please quantify, to the extent practicable, your compliance
costs.

We may not be able to maintain present favorable tax treatment...,
page 16

19. Please quantify, to the extent practicable, the impact to your
financial statements of the benefits and liabilities discussed in
this risk factor.

Risks relating to Chile, page 17

20. The first three risk factors in this section and the second,
fourth, fifth and sixth risk factors in the section entitled
"Risks
relating to operations outside of Chile" are repetitive and too
generic for risk factor disclosure.  Please revise to delete
repetitive disclosure and specifically show how the risk affects
your
company.

Inflation could adversely affect the value of our ADSs and
financial
condition..., page 17

21. Please provide specific examples, including quantification, of
how inflation has affected your company.
Energy shortages and increased energy costs..., page 18

22. Please indicate whether the April 2004 restrictions on
deliveries
of natural gas have actually impacted gas supplies.

The market price of our securities may be adversely affected...,
page
18

23. The disclosure in the first paragraph repeats the risk
described
in several other risk factors.  Please revise to delete repetitive
risk factor disclosure.

Foreign exchange controls established by the Venezuelan
government..., page 19

24. Please provide specific examples, including quantification, of
how the controls have affected your company.

Our controlling shareholders are able to exercise significant
control..., page 21

25. Please revise this risk factor to disclose the actual risk to
an
investor, namely the risk that the controlling stockholders may
prevent or frustrate attempts to effect a transaction or other
corporate action that would be in the best interests of your
minority
stockholders.

Use of proceeds, page 26

26. Please identify with greater specificity the use of proceeds
with
respect to your capital expenditures.  Please also clarify that
you
will not receive any proceeds from the exercise of the over-
allotment
option.

Management`s discussion and analysis of financial condition and
results..., page 38

Contractual obligations, page 81

27. Please update the contractual obligations table as of a recent
date to reflect the changes to your contractual obligations that
have
occurred since December 31, 2004.  Alternatively, you may include
a
discussion in this section regarding the impact of these changes
on
your contractual obligations.  See Instruction 1 to Item 5.F. of
Form
20-F.

Preemptive rights offering, page 145

28. We note the cross reference set forth in the last sentence of
the
last paragraph regarding the beneficial ownership of the
controlling
stockholders before and after the preemptive rights offerings and
the
combined offering.  We note that this information does not appear
to
be included in the "Principal shareholders" section on page 159.
Please revise that section to disclose this information.

Principal shareholders, page 159

29. Please disclose the information required by Item 9.D. of Form
20-
F with respect to the selling stockholders.

30. Please identify the natural persons with dispositive voting or
investment control of each selling stockholder.  Refer to Item 4S
of
the Regulation S-K section of the Supplement to the Manual of
Publicly Available Telephone Interpretations, dated March 1999.

Related party transactions, page 161

31. Please file each of the agreements described in this section
as
an exhibit to your registration statement.

32. Please disclose the information you cross-reference in the
second
last paragraph.

Description of share capital, page 163

33. Please remove the statement in the fourth sentence of the
first
paragraph that the description is not complete and qualified by
reference to your charter documents and Chilean law, as this
statement is not consistent with Rule 411 of Regulation C.  Please
also comply with this comment in the section entitled "Memorandum
and
articles of association" on page 164.

Shareholder rights, page 164

34. We note the disclosure in the second sentence of the second
paragraph.  Please disclose those "certain provisions" that cannot
be
waived by stockholders.

Description of American Depositary Receipts, page 170

35. Please remove the statement in the third sentence of the first
paragraph that the description is not complete and qualified by
reference to the deposit agreement, as this statement is not
consistent with Rule 411 of Regulation C.

Limits on our obligations and the obligations of the Depositary;
limits on..., page 177

36. Please prominently disclose that none of the limitations
described in this section will affect investor rights under the
U.S.
federal securities laws.
Taxation, page 181

Material Chilean tax consequences, page 181

37. We note that Chilean counsel has provided a short-form tax
opinion, which is included in Exhibit 5.1 to your registration
statement.  As such, the disclosure set forth in this section must
be
counsel`s opinion.  Please revise accordingly.

Material United States tax consequences, page 183

38. We note that U.S. counsel has provided a short-form tax
opinion,
which is attached as Exhibit 8.2 to your registration statement.
As
such, the disclosure set forth in this section must be counsel`s
opinion.  Please revise accordingly.

Underwriting, page 188

39. Please identify each member of the underwriting syndicate that
will engage in any electronic offer, sale or distribution of your
common stock and provide us with a description of their
procedures.
If you become aware of any additional members of the syndicate
after
you respond to this comment, please promptly provide us with a
description of their procedures.  Please also briefly describe any
electronic distribution.  In responding to this comment, please
advise us as to how the procedures will ensure that the
distribution
complies with Section 5 of the Securities Act, and whether the
procedures have been reviewed by the Office of Chief Counsel.

40. Please advise us as to whether you or the underwriters have
any
arrangements with a third party to host or access your preliminary
prospectus on the Internet.  If so, please identify the third
party
and website, describe the material terms of the agreement and
provide
us with a copy of the agreement.  Please provide us with copies of
all information concerning you or your prospectus that appeared or
will appear on this website.  If you subsequently enter into any
arrangement, please promptly supplement your response.

Part II - Information not required in prospectus

Item 6. Indemnification of directors and officers, page II-1

41. We note the disclosure in the first paragraph of this section
that your company will "answer" for any resulting liabilities or
expenses.  Please clarify what you mean by this disclosure.
Please
also describe in greater detail your company`s legal
responsibility
with respect to the liabilities of your executive officers and
directors.
Item 7. Recent sales of unregistered securities, page II-1

42. We note the Securities Act exemption you cite with respect to
each transaction listed in this section.  Please briefly describe
the
facts upon which you relied to make each exemption available.  See
Item 701(d) of Regulation S-K.

Item 8. Index to exhibits, page II-2

43. Please file as promptly as practicable each exhibit that is
required by Item 601 of Regulation S-K, in particular Exhibit 1.1.
These exhibits and any related disclosure are subject to our
review.

Item 9. Undertakings, page II-2

44. Please provide the undertaking required by Item 512(h) of
Regulation S-K.

Exhibit 5.1

45. We note that the date of the legal opinion is October 13,
2005.
We also note that the opinion is qualified by certain assumptions
made as of the date of the opinion.  In this regard, we note the
statement in the sixth paragraph.  Please clarify that the legal
opinion speaks through the date of effectiveness of your
registration
statement.  Counsel can do this by either revising its legal
opinion
or by filing another opinion dated the date of effectiveness.

46. We note the assumptions set forth in the first opinion.
Counsel
may not limit its opinion in this manner.  Please revise
accordingly.

Exhibit 8.2

47. We note the qualification set forth in the second paragraph.
Please clarify that this qualification does not include the
section
of the prospectus that constitutes the opinion of counsel.

*	*	*	*

      As appropriate, please amend your registration statement in
response to these comments.  You may wish to provide us with
marked
copies of the amendment to expedite our review.  Please furnish a
cover letter that is filed on EDGAR 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 Act
and
that they have provided all information inv