SecProbe.io

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

         DIVISION OF
CORPORATION FINANCE
Mail Stop 7010

							August 17, 2005

Mr. David M. Gandossi
Mercer International Inc.
Suite 2840, 650 West Georgia Street
Vancouver, British Colombia, Canada V6B 4N8

Re:	Mercer International Regco Inc.
	Registration Statement on Form S-4
Filed July 18, 2005
	File No. 333-126683

Dear Mr. Gandossi:

	We have reviewed your filing and have limited our review to
the
areas relating to the following 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.  We may ask you to provide us
with
supplemental information so we may better understand your
disclosure.
After reviewing this information, we may or may not 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 on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.

General

1. Because your letter dated July 21, 2005, seeks no action relief
relating to, among other things, your continued Form S-3
eligibility,
we may have additional comments once the Office of Chief Counsel
addresses your request.  For example, your ability to incorporate
by
reference in the manner permitted to Form S-3 filers, as you have
done at page 31, might be affected by the resolution.

2. During our recent phone conference, counsel acknowledged that
the
proposed mergers and conversion will result in Mercer changing
from
an entity with a finite life to an entity with an infinite life.
If
so, it appears that you will need to provide the disclosure
required
by Release 33-6900.  Please revise your document accordingly or
advise us why you do not believe such revision is necessary.  We
may
have additional comments.

Material U.S. Federal Income Tax Consequences of the Conversion,
page
23

3.	It appears that you intend for the disclosure that appears in
this section to constitute counsel`s opinion.  If so, revise the
introductory paragraph on page 23 to make that clear.  For
example,
it is insufficient and inappropriate to state that counsel`s
opinion
is merely that the "following general discussion constitutes ... a
fair and accurate summary...."

4.	The reference at page 24 to "the varying nature of such tax
consequences" is unclear.  Delete the phrase, or revise it to
clarify
the intended reference.

5.	It appears that in order to reach the conclusions that are
set
forth at page 24, counsel must first determine whether the
Conversion
will qualify as a reorganization.  Therefore, the suggestions that
it
is "anticipated" that it will so qualify and that the ensuing list
therefore "assume[es] such qualification" are inappropriate.
Please
obtain a definitive opinion from counsel in that regard.

6.	Similarly, it appears inappropriate to provide the conclusion
in
item (v) with the limitation that it is accurate "provided that
the
payment is neither essentially equivalent to a dividend within the
meaning of Section 302 of the Code nor has the effect of a
distribution of a dividend within the meaning of Section
356(a)(2)."
Instead, obtain a clear opinion on these points.

Exhibit 8.1

7.	In the opinion filed as an exhibit, ensure that counsel gives
effect to each of the applicable comments set forth above relating
to
the disclosure that appears in the Form S-4 at page 23.  Also
obtain
and file a signed and dated opinion of counsel.

8.	Counsel needs to make clear in the short form opinion that is
filed as exhibit 8.1 that the disclosure that appears in the
registration statement in the section captioned "Material U.S.
Federal Income Tax Consequences of the Conversion" constitutes its
opinion.  The suggestion that it is merely a description or a
discussion is inappropriate.

9.	In the new opinion you obtain, ensure that counsel does not
suggest that the opinion that appears in the registration
statement
only addresses "certain" -- rather than the material -- tax
federal
income tax consequences.  Similarly, ensure that counsel does not
retain its suggestion that under the circumstances it describes
the
opinion "may not be relied upon," as the reader is entitled to
rely
upon it.

Closing Comments

      As appropriate, please amend your registration statements
and
Exchange Act reports in response to these comments.  You may wish
to
provide us with marked copies of the amendments to expedite our
review.  Please furnish a cover letter with your amendments that
keys
your responses to our comments and provides any requested
supplemental information.  Detailed cover letters greatly
facilitate
our review.  Please understand that we may have additional
comments
after reviewing your amendments and responses to our comments.

	We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed 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.

	Notwithstanding our comments, in the event the company
requests
acceleration of the effective date of the pending registration
statement, it should furnish a letter, at the time of such
request,
acknowledging that

* should the Commission or the staff, acting pursuant to delegated
authority, declare the filing effective, it does not foreclose the
Commission from taking any action with respect to the filing;
* the action of the Commission or the staff, acting pursuant to
delegated authority, in declaring the filing effective, does not
relieve the company from its full responsibility for the adequacy
and
accuracy of the disclosure in the filing; and
* the company may not assert this action as 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 connection with our review of
your
filing or in response to our comments on your filing.

      We will consider a written request for acceleration of the
effective date of the registration statement as a confirmation of
the
fact that those requesting acceleration are aware of their
respective
responsibilities under the Securities Act of 1933 and the
Securities
Exchange Act of 1934 as they relate to the proposed public
offering
of the securities specified in the above registration statement.
We
will act on the request and, pursuant to delegated authority,
grant
acceleration of the effective date.

      We direct your attention to Rules 460 and 461 regarding
requesting acceleration of a registration statement.  Please allow
adequate time after the filing of any amendment for further review
before submitting a request for acceleration.  Please provide this
request at least two business days in advance of the requested
effective date.

      Direct questions relating to all disclosure issues to Carrie
Darling, at (202) 551-3724 or, in her absence, to Timothy
Levenberg,
Special Counsel, at (202) 551-3707.   Direct all correspondence to
us
at the following address:  100 F St., NE, Washington, DC 20549,
Mail
Stop 7010.

							Sincerely,

							H. Roger Schwall
							Assistant Director

cc:	Stewart Muglich (604) 669-8803

      Timothy Levenberg
      Carrie Darling
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Mr. David M. Gandossi
Mercer International Regco Inc.
August 17, 2005
page 2

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