SecProbe.io

February 23, 2012
 Via E-mail

Michael Williams President and Chief Executive Officer Eurocan Holdings Ltd. 1 Union Square West, Suite 610 New York, New York 10003
Re: Eurocan Holdings Ltd.
Amendment No. 1 to Registrati on Statement on Form S-1
Filed February 17, 2012
  File No. 333-177918

Dear Mr. Williams:

We have reviewed your amended registra tion statement and have the following
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 amending your registration statement and providing the
requested information.  If you do not believe  our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
 After reviewing any amendment to your re gistration statement and the information you
provide in response to these comments, we may have additional comments.
 General

 1. We note your response to comment 2 in our  letter dated December 2, 2011.  Note,
however, that we do not consider quotation on the OTC Markets system, in contrast to
the OTC BB, to be indicative of a structured market, and therefore such stocks cannot be
sold “at prevailing market prices.”  Please revise your disclosure accordingly.  If you
anticipate being quoted only on the OTC Market s system, revise to state on the cover
page and throughout the filing that all shares will be priced at $0.01 cent (or whatever
alternative price is determined).

2. Please update your executive comp ensation disclosure for 2011.

Michael Williams Eurocan Holdings Ltd. February 23, 2012 Page 2

 Management’s Discussion and Analysis, page 18

 Our Plan of Operation, page 19

 3. We note your response to comment nine from  our letter dated December 5, 2011.  We
note that the discussion on page 17 still states  that your cash flows from operations and
your available capital will be sufficient to ma intain your current level of operations for
the next 12 months.  Please revise the discussion to explain how you will meet your
liquidity needs for the next 12 months in light of the conclusion in the Report of Independent Registered Acc ounting Firm on page F-2 that  there is substantial doubt
about your ability to continue as a going concern.
 Financial Statements

 4. Update the audited financial statements and other financial information in the filing to
include the fiscal year ended December 31, 2011, since you report a net loss before taxes
in 2010 and 2009.  Please refer to the guida nce in Rule 8-08 of Regulation S-X.

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.
 You may contact Claire DeLa bar, Staff Accountant, at (202) 551-3349 or Terry French,
Accountant Branch Chief, at (202) 551-3828 if you have questions regarding comments on the
financial statements and related matters.  Plea se contact Gregory Dundas,  Attorney-Advisor, at
(202) 551-3436, or me at (202) 551 -3810 with any other questions.

Sincerely,
   /s/ Larry Spirgel   Larry Spirgel  Assistant Director