SecProbe.io

March 16, 2011  David M. Gandossi, Chie f Financial Officer
Mercer International Inc. Suite 2840, 650 West Georgia Street Vancouver, British Columbia Canada, V6B 4N8

Re: Mercer International Inc.
Registration Statement on Form S-4 Filed February 22, 2011 File No.: 333-172391

Dear Mr. Gandossi:
We have limited our review of your registra tion statement to those issues we have
addressed in our comments.  In some of our comments, we may ask you to provide us with
information so we may better understand your disclosure.
 Please respond to this letter by providing the requested information.  Where you do not
believe our comments apply to your facts and circum stances, please tell us w hy in your response.
 After reviewing the information you provide in response to these comments, we may
have additional comments.

Exhibits

1. We note that you are registering $300,000,000 a ggregate principal amount of new 9.5%
senior notes due 2017 in reliance on our posit ion enunciated in Exxon Capital Holdings
Corp. , SEC No-Action Letter (May 13, 1988). See  also Morgan Stanley & Co. , SEC No-
Action Letter (June 5,1991) and Shearman & Sterling , SEC No-Action Letter (July
2,1993).  Accordingly, please provide us with a supplemental letter stating that you are
registering the exchange offer in reliance on our position contained in these letters and
include the representations contained in the Morgan Stanley  and Shearman & Sterling  no-
action letters.

We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filing to be certain that the filing incl udes the information the Securities Act of 1933 and
all applicable Securities Act rules require.  Since the company and its management are in

David M. Gandossi
Mercer International Inc. March 16, 2011 Page 2
 possession of all facts relating to a company’s disc losure, they are responsible for the accuracy
and adequacy of the disclosures they have made.
Notwithstanding our comments, in the event you request acceleration of  the effective date
of the pending registration statement please pr ovide a written statement from the company
acknowledging that:

• should the Commission or the staff, acting purs uant to delegated authority, declare the
filing effective, it does not foreclose the Co mmission 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 staff comments a nd the declaration of effectiveness as a
defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.  Please refer to Rules 460 and 461 regarding re quests for acceleration.  We will consider a
written request for acceleration of  the effective date of the regi stration statement as confirmation
of the fact that those reques ting acceleration are aware of thei r respective responsibilities under
the Securities Act of 1933 and the Securities Excha nge Act of 1934 as they relate to the proposed
public offering of the securities specified in th e above registration stat ement.  Please allow
adequate time for us to review any amendment prior to the requested effective date of the
registration statement.
 Please contact Edwin Kim at (202) 551-3297 or Pamela Howell, Special Counsel, at
(202) 551-3357 with any questions.

 Sincerely,
  /s/ Pamela Howell  for
John Reynolds Assistant Director