SecProbe.io

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[BRYAN CAVE LLP LOGO]                                [BRYAN CAVE LLP LETTERHEAD]

June 1, 2005

VIA EDGAR AND BY COURIER
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549-0405
Attention:  H. Roger Schwall
            Assistant Director

RE:         ORCHIDS PAPER PRODUCTS COMPANY
            REGISTRATION STATEMENT ON FORM S-1
            FILE NO. 333-124173
            FILED APRIL 19, 2005

Dear Mr. Schwall:

We are writing this letter on behalf of Orchids Paper Products Company (the
"Company" or "Orchids") in response to the letter of the Staff of the Commission
dated May 18, 2005 regarding the above-referenced filing.

This letter sets forth each comment of the Staff in the comment letter (numbered
in accordance with the comment letter) and, following each comment, sets forth
the Company's response. We are enclosing a copy of the Pre-Effective Amendment
No. 1 to the registration statement, together with copies which are marked to
show the changes from the initial filing.

GENERAL

      1.    WHERE COMMENTS ON A SECTION ALSO RELATE TO DISCLOSURE IN ANOTHER
            SECTION, PLEASE MAKE PARALLEL CHANGES TO ALL AFFECTED DISCLOSURE.
            THIS WILL ELIMINATE THE NEED FOR US TO REPEAT SIMILAR COMMENTS.

            Response: The Company has taken into account the Staff's comments in
            revising the registration statement and has made parallel changes to
            all affected disclosure in accordance with your request.

      2.    PLEASE MONITOR YOUR NEED TO UPDATE YOUR FINANCIAL STATEMENTS, AS
            REQUIRED BY REGULATION S-X, RULE 3-12. ADDITIONALLY, PLEASE

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H. Roger Schwall
Securities and Exchange Commission
June 1, 2005

            PROVIDE UPDATED CONSENTS FROM YOUR INDEPENDENT ACCOUNTANTS IN THE
            NEXT AMENDMENT.

            Response: The amended registration statement includes financial
            statements for the quarter ended March 31, 2005. The Company will
            continue to monitor its need to update its financial statements, as
            required by Regulation S-X, Rule 3-12. Included with the amended
            registration statement is an updated consent from our independent
            accountants. Please note that we have determined that pricing
            allowances originally classified as selling expenses are more
            appropriately classified as deductions from net sales. Accordingly,
            we have made appropriate modifications throughout the registration
            statement to reflect this change.

      3.    WE WILL NEED TIME TO REVIEW ALL NEW DISCLOSURE, ANY ADDITIONAL
            PROPOSED ARTWORK OR GRAPHICS AND ALL OMITTED EXHIBITS, INCLUDING THE
            OPINION OF COUNSEL. YOU CAN EXPEDITE THE REVIEW PROCESS BY PROVIDING
            ALL THIS INFORMATION AND ALL THESE DOCUMENTS PROMPTLY. WE MAY HAVE
            ADDITIONAL COMMENTS.

            Response: The amended registration statement includes the following
            previously omitted exhibits:
                  Form of Underwriting Agreement;
                  Bank Commitment Letter;
                  Form of Warrant; and
                  Form of Indemnification Agreement.

            The Company does not anticipate adding any additional art work to
            the registration statement.

      4.    PROVIDE UPDATED DISCLOSURE IN EACH AMENDMENT. FOR EXAMPLE, INCLUDE
            ANY NEW INFORMATION RELATING TO THE CONSTRUCTION LOAN COMMITMENT
            LETTER, THE PROPOSED LISTING BY THE AMERICAN STOCK EXCHANGE, ANY
            DEVELOPMENTS RELATED TO RULE 2720 AND ANY REVIEW BEING CONDUCTED BY
            THE NASD, AND SUPPLY THE OMITTED ESTIMATES UNDER ITEM 13 IN PART II.
            ALSO, ELIMINATE THE SUGGESTION AT PAGE I THAT THE DISCLOSURE IS
            CURRENT "ONLY AS OF" THE DATE OF THE PROSPECTUS.

            Response: On May 6, 2005, the Company entered into a commitment
            letter with the Bank of Oklahoma, as agent, for the construction
            loan. The Company has revised the disclosure in the section entitled
            "Description of Indebtedness" to reflect this recent development.
            The Company has also included the commitment letter as Exhibit 10.9.
            The Company has updated the disclosure in the section entitled
            "Underwriting" in response to comments received from the NASD. In
            addition, the Company has supplied the information previously
            omitted from "Item 13. Other Expenses of Issuance and Distribution"
            and eliminated the suggestion at page i that the disclosure is
            current "only as of" the date of the prospectus. The Company will
            continue to

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H. Roger Schwall
Securities and Exchange Commission
June 1, 2005

            review and update the disclosure in each amendment in light of
            developments in its business.

      5.    PLEASE PROVIDE DISCLOSURE REGARDING QUANTITATIVE AND QUALITATIVE
            EXPOSURE TO MARKET RISK AS REQUIRED BY ITEM 305 OF REGULATION S-K.

            Response: The Company's only significant exposure to market risk is
            interest on variable rate debt, which has been disclosed in the
            sections entitled "Management Discussion & Analysis of Financial
            Condition and Results of Operations - Liquidity and Capital
            Resources" and "Risk Factors - Our Exposure to Variable Interest
            Rates May Affect Our Financial Health". We do not believe that any
            further disclosure is helpful.

TABLE OF CONTENTS, PAGE i

      MARKET AND INDUSTRY DATA, PAGE i

      6.    YOU INCLUDE SIMILAR DISCLAIMER LANGUAGE AT PAGE 64. FIRST, THIS
            INFORMATION SHOULD NOT APPEAR PRIOR TO THE RISK FACTORS SECTION.
            SECOND, BECAUSE YOU ARE RESPONSIBLE FOR BOTH THE ACCURACY AND
            COMPLETENESS OF THE DISCLOSURE THAT APPEARS IN YOUR DOCUMENT, ANY
            SUGGESTION OR IMPLICATION TO THE CONTRARY IS INAPPROPRIATE. FINALLY,
            THE READER IS ENTITLED TO RELY UPON ALL DISCLOSURE YOU PROVIDE.
            REVISE ALL RELATED DISCLOSURE ACCORDINGLY.

            Response: The Company has moved the disclaimer language regarding
            market and industry information from page i to page 16, after the
            Risk Factors section. The Company has also deleted the language in
            the section entitled "Market and Industry Data" and in the section
            entitled "Where You Can Find More Information" to eliminate the
            suggestion that the Company is not responsible for the accuracy or
            completeness of the information included in the prospectus or that
            the reader should not rely on certain information included in the
            prospectus.

Prospectus Summary, page 1

      7.    REVISE TO PROVIDE A SUMMARY THAT IS BALANCED. FOR EXAMPLE, IT
            APPEARS INCOMPLETE WITHOUT MENTIONING THAT YOUR BIGGEST COMPETITOR
            ALSO HAS A PLANT IN YOUR DISTRIBUTION AREA, THAT IT WILL TAKE YOU AN
            ESTIMATED 18 MONTHS TO PUT INTO OPERATION THE NEW PAPER MACHINE --
            THE FINANCING OF WHICH HAS NOT YET BEEN OBTAINED -- AND THAT IN 2003
            YOU LOST A MATERIAL CUSTOMER AND ANOTHER REDUCED THE NUMBER OF
            DISTRIBUTION CENTERS YOU SERVICE.

            Response: The Company has revised the summary beginning on page 1 to
            provide a more balanced description of the Company's business and
            has added a new risk factor

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H. Roger Schwall
Securities and Exchange Commission
June 1, 2005

            entitled "Our Earnings per Share will decrease dramatically
            immediately following this offering." to disclose the risk to the
            Company associated with time lapse before the new paper machine
            becomes fully operational.

      8.    PROVIDE US WITH OBJECTIVE SUPPLEMENTAL SUPPORT FOR THE STATEMENTS
            YOU MAKE REGARDING YOUR RELATIVE MARKET SHARE, YOUR STATUS AS A
            "LEADER" AND YOUR STATUS AS ONE OF THE LOWEST COST ISSUE PRODUCERS
            IN YOUR MARKET. WE NOTE THE DISCLOSURE IN THAT REGARD AT VARIOUS
            PLACES IN YOUR DOCUMENT, INCLUDING AT PAGE 36.

            Response: As disclosed in the prospectus, the Company believes that
            it has a market share in the value retail channel of approximately
            12%.

            Based on information obtained from RISI, an independent paper and
            forest products industry research firm, the tissue industry in the
            U.S. had total revenue of approximately $12.7 billion in 2004. Based
            on data derived from the information obtained from RISI, the
            consumer market represented approximately 67%, or approximately
            $8,509,000,000, of the total tissue industry. According to Nielsen,
            in 2004, approximately 3.5% of the consumer market, thus we
            calculate approximately $297,815,000, was sold to the value retail
            channel. Since Orchids' 2004 sales in the value retail channel was
            $37,500,000, Orchids' market share of the total of the value retail
            channel was approximately 12% in 2004.

            Dollar General, the largest U.S. value retailer, and the Company's
            largest customer, has informed the Company that approximately half
            of its tissue products sold are in the private label segment of the
            consumer tissue market. As indicated above, the Company has a market
            share in the value retail channel of approximately 12%.

            Assuming Dollar General is representative of other retailers in the
            value retail channels (in terms of the private label tissue products
            sold as a percentage of total tissue products sold), the Company
            estimates that it has approximately 24% of the total private label
            consumer tissue market. Accordingly, based on percentage of this
            market, the Company believes it has a leading position supplying
            private label tissue products to value retailers.

            As noted in the prospectus, the Company's senior management team has
            an average of 20 years experience in the paper business. The
            Company's CEO and CFO had been employed at other tissue producers
            including Proctor and Gamble and Kruger. Based upon such
            experiences, management knows that these companies have higher cash
            costs per ton to produce tissue products. In addition, one of the
            Company's direct competitors, Cascades, reported its 2004 cash costs
            per ton of tissue products sold as $1,599 compared to the Company's
            cost of $1,371 per ton.

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H. Roger Schwall
Securities and Exchange Commission
June 1, 2005

      9.    YOU STATE THAT IN 2004 YOU GENERATED "PRO-FORMA NET INCOME OF $1.0
            MILLION." PLEASE EXPLAIN TO US AND DISCLOSE IN THE DOCUMENT WHY YOU
            HAVE USED PRO-FORMA INCOME AS COMPARED TO ACTUAL INCOME. EXPLAIN HOW
            YOU DEFINE PRO-FORMA NET INCOME.

            Response: The pro forma net income referred to on page 1 of the
            prospectus summary and on page 42 under "Business - Overview of our
            Business" is set forth in a table on page 5 under "Summary Financial
            Data". Since pro forma net income is substantially the same amount
            as combined actual net income, we initially chose to disclose the
            pro forma figure. Since net income, pro forma or actual, is not
            relevant to the discussion on page 1 or page 42, we have elected to
            delete references to net income in both instances.

      10.   WE NOTE YOU HAVE PRESENTED THE FINANCIAL INFORMATION WITHIN THE
            PROSPECTUS AND THROUGHOUT YOUR FINANCIAL STATEMENTS AS
            PREDECESSOR/SUCCESSOR AS A RESULT OF THE ACQUISITION BY ORCHIDS
            ACQUISITION GROUP, INC. IN MARCH 2004. PLEASE EXPLAIN TO US WHY YOU
            CONCLUDED IT WAS APPROPRIATE TO DISCUSS AND PRESENT YOUR FINANCIAL
            STATEMENTS BASED ON A PREDECESSOR/SUCCESSOR PRESENTATION. PLEASE
            INCLUDE ANY APPLICABLE LITERATURE TO SUPPORT YOUR RESPONSE.

            Response: The following guidance is found in the Division of
            Corporation Finance Accounting Disclosure Rules and Practices Manual
            (Training Manual), para. 23,313, Topic 1 G, "Predecessor Financial
            Statements":

                  "Financial information of a registrant's predecessor is
                  required for all periods prior to the registrant's existence,
                  with no lapse in audited periods or omission of other
                  information required about the registrant. Any interim period
                  of the predecessor prior to its acquisition by the registrant
                  should be audited when audited financial statements for the
                  period after the acquisition are presented. Schedules required
                  by SX Article 12 are required for predecessor entities.

                  What is a predecessor entity?
                  The definition of "predecessor" at RC 405 is very broad. For
                  purposes of financial statements, the staff generally does not
                  require designation of an acquired business as a predecessor
                  except where a registrant succeeds to substantially all of the
                  business (or a separately identifiable line of business) of
                  another entity (or group of entities) and the registrant's own
                  operations prior to the succession appear insignificant
                  relative to the operations assumed or acquired."

            On March 1, 2004, Orchids Acquisition Group, Inc. ("OAG") acquired
            100% of the outstanding common stock of Orchids Paper Products
            Company. Prior to the acquisition, OAG had no operations, having
            been formed on November 2003. On

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H. Roger Schwall
Securities and Exchange Commission
June 1, 2005

            March 1, 2004, OAG succeeded to all of the business of Orchids Paper
            Products Company. As a result, we have designated the financial
            position and results of operations of Orchids Paper Products Company
            prior to March 1, 2004, as that of the predecessor, and we have
            designated the financial position and results of operations of OAG,
            consolidated with Orchids Paper Products Company, subsequent to
            March 1, 2004, as that of the successor.

      11.   ADDITIONALLY, PLEASE EXPLAIN TO US WHY YOU DETERMINED IT WAS
            APPROPRIATE TO APPLY PURCHASE ACCOUNTING TO THE ACQUISITION BY
            ORCHIDS ACQUISITION GROUP. PLEASE INCLUDE ANY APPLICABLE LITERATURE
            TO SUPPORT YOUR RESPONSE.

            Response: As set forth in Note 2 to the financial statements, OAG
            acquired all of the outstanding shares of capital stock of Orchids
            Paper Products Company. The transaction was completed on March 1,
            2004 by the payment of cash and the assumption of certain debt. This
            transaction qualifies as a business combination described in
            paragraph 9 of Statement of Financial Accounting Standards No. 141:

                  "For purposes of applying this Statement, a business
                  combination occurs when an entity acquires net assets that
                  constitute a business or acquires equity interests of one or
                  more other entities and obtains control over that entity or
                  entities."

            The acquisition described in Note 2 m