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SEC Correspondence Letter

H.S. Sangra

5000.132

(604) 692-3022

hsangra@sangramoller.com

July 25, 2008

VIA FACSIMILE AND COURIER

SECURITIES AND EXCHANGE COMMISSION

Division of Corporation Finance

100F Street, N.E., Mail Stop 3561

Washington, D.C. 20549

    Attention:

    Susann Reilly, Attorney

Mail Stop 3561

Dear Sirs/Mesdames:

    Re:

    Mercer International Inc. (the “Company”) Annual Report
on Form 10-K for the fiscal year ended December 31, 2007
— File No. 0‑51826

We act as counsel for the Company and write in connection with your letter dated July 17, 2008
providing additional comments on the Company’s response letter dated June 27, 2008 (the “Initial
Response Letter”) to your initial comment letter dated June 17, 2008. On behalf of the Company, we
provide the following response to your comment. For your ease of reference, we have set out below,
in italics, the text of your question followed by the Company’s response thereto.

Form 10-K

    1.

    We note your response to comment number one of our letter dated June 17, 2008. However, even
if the Company was not a party to any transaction required to be reported under Item 404 of
Regulation S-K, it is still necessary to provide the disclosure required by Item 404(b)(1).
Item 404(b)(1) requires disclosure regarding the company’s policies and procedures for the
review, approval or ratification of the types of related person transactions that would be
disclosed under Item 404(a). Please amend your Form 10-K to provide the information required
by Item 404(b) of Regulation S-K.

The Company acknowledges your comment. As previously advised in the Initial Response Letter, the
Company was not a party to any transaction required to be reported under Item 404 of Regulation S-K
during the period covered by the Company’s Form 10-K for the fiscal year ended December 31, 2007
(the “2007 Form 10-K”).

The Company advises that its policy for the review, approval, or ratification of related party
transactions is set out in its Audit Committee Charter, which is incorporated by reference to the
2007 Form 10-K from the definitive proxy statement on Schedule 14A. However, in light of your
comments, the Company proposes to include the following additional disclosure in an amendment to
the 2007 Form 10-K:

July 25, 2008

Page 2

Review, Approval or Ratification of Transactions with Related Persons

Pursuant to the terms of the Audit Committee Charter, the Audit Committee is
responsible for reviewing and approving the terms and conditions of all proposed
transactions between us, any of our officers or directors, or relatives or affiliates
of any such officers or directors, to ensure that such related party transactions are
fair and are in our overall best interest and that of our shareholders. In the case of
transactions with employees, a portion of the review authority is delegated to
supervising employees pursuant to the terms of our written Code of Business Conduct
and Ethics.

The Audit Committee has not adopted any specific procedures for conduct of reviews and
considers each transaction in light of the facts and circumstances. In the course of
its review and approval of a transaction, the Audit Committee considers, among other
factors it deems appropriate:

    •

    Whether the transaction is fair and reasonable to us;

    •

    The business reasons for the transaction;

    •

    Whether the transaction would impair the independence of one of our
non-employee directors; and

    •

    Whether the transaction is material, taking into account the
significance of the transaction.

Any member of the Audit Committee who is a related person with respect to a
transaction under review may not participate in the deliberations or vote respecting
approval or ratification of the transaction, provided, however, that such director may
be counted in determining the presence of a quorum at a meeting of the committee that
considers the transaction.

The Company advises that it will implement the amendment set out herein upon confirmation that such
proposed change adequately addresses your comments. A marked version of the relevant page of the
2007 Form 10-K showing the proposed change accompanies this letter for your ease of reference.

We hope the foregoing has been responsive to your comments, but should you have any questions or
concerns, please do not hesitate to contact the undersigned at (604) 692-3022 or Britta Jensen at
(604) 692-3026.

Yours truly,

SANGRA MOLLER LLP

    Per:

    /s/  H.S. Sangra

      H.S. Sangra

HSS/cl

    cc.

    Mercer International Inc.

Attention:  Jimmy S.H. Lee

                  David Gandossi