SecProbe.io

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

         DIVISION OF
CORPORATION FINANCE
Mail Stop 7010

							September 12, 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
Draft Amendment No. 1
	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.	We remind you of prior comment 1 from our letter dated August
17, 2005.   We also hope to discuss several other issues with you
by
telephone.

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

2. Refer to prior comments 3, 5, 7 and 8, and make corresponding
changes as appropriate.

* You indicate at page 24 that you have "obtained an opinion" from
counsel regarding Section 368(a), but it is unclear where that
opinion is to be found.
* It remains unclear whether you intend to file a short- or long-
form
opinion as an exhibit.  If the former, you must make clear both in
the disclosure in this section and in the letter from counsel that
you file as an exhibit that the disclosure in this section
constitutes the opinion of counsel.  For example, revise the last
paragraph on page 24 accordingly.
* It is insufficient for counsel to indicate in exhibit 8.1 that
it
is providing its opinion "concerning the description" of the
material
tax consequences.  Instead of opining regarding the description,
it
must provide an opinion regarding the actual consequences.
Similarly, the statement at page 2 of exhibit 8.1 that the
disclosure
"is correct" does not make clear that the referenced disclosure
also
constitutes counsel`s opinion.
* The references at page 3 of exhibit 8.1 to the specific tax
consequences "presented above" and at page 2 to "the opinion set
forth below" are unclear due to the incomplete nature of the
"opinion" rendered.
* If you instead intend to summarize the long-form opinion to be
provided by counsel, we may have additional comments once we view
the
changes and the new opinion.
* If the disclosure in the registration statement is intended to
constitute counsel`s opinion, ensure that all "assumptions,
exceptions, limitations and qualifications" to which counsel
refers
in exhibit 8.1 appear in the corresponding text in the
registration
statement.  Conversely, if counsel intends the document filed as
exhibit 8.1 to constitute a long-form opinion, ensure that all
such
items appear in that document and that it does not suggest that
the
reader needs to look elsewhere to find that information.

3. We note the new disclosure at page 25.  Rather than suggesting
that the reader "should consult" with its own tax advisor, you may
recommend that course of action.

Exhibit 5.1 - opinion of counsel

4. Explain to us why the number of shares referenced in the first
paragraph of the opinion differs from the number that appears in
the
fee table in the initial filing.

5. We refer you to prior comment 9.  Ask counsel to eliminate the
corresponding language from the last paragraph of its opinion,
along
with the suggestion that the opinion is "solely for your benefit."

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.
September 12, 2005
page 4

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