SecProbe.io

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 April 23, 2025

Greg Weitzel
Chief Financial Officer
Mativ Holdings, Inc.
100 Kimball Pl
Suite 600
Alpharetta, GA 30009

 Re: Mativ Holdings, Inc.
 Form 10-K for the Fiscal Year Ended December 31, 2024
 File No. 001-13948
Dear Greg Weitzel:

 We have completed our review of your filing. We remind you that the
company and
its management are responsible for the accuracy and adequacy of their
disclosures,
notwithstanding any review, comments, action or absence of action by the staff.

 Sincerely,

 Division of Corporation
Finance
 Office of Manufacturing
</TEXT>
</DOCUMENT>

CORRESP
 1
 filename1.htm

 CORRESP

 Via EDGAR
 April 22, 2025 Mindy Hooker & Hugh West
 Division of Corporation Finance United States Securities and
Exchange Commission 100 F Street N.E. Washington D.C.
20549-7010 Re: Mativ Holdings, Inc.
 Comment Letter from the Securities and Exchange Commission dated April 10, 2025
 Form 10-K for the Fiscal Year ended December 31, 2024
 Filed February 27, 2025
 File No. 001-13948
 Dear Ms. Hooker and Mr. West:
 Attached is the response of Mativ Holdings, Inc. (the “Company” or “registrant” or “Mativ”) to all of the
comments from the Staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) with respect to the above identified filing of the Company. The terms “we,” “us” and “our” in the
response refers to the Company. The Company’s responses to the Commission’s comments follow in the same order set forth in the
Commission’s April 10, 2025 letter. Form 10-K for the Fiscal Year ended December 31, 2024
 Management’s Discussion and Analysis of Financial Condition and Results of Operations
 Critical Accounting Estimates Goodwill, page
37

 1.
 Please expand your disclosure in future filings to provide information for investors to assess the probability
of future goodwill impairment charges. For example, disclose whether any of your reporting units are at risk of failing the quantitative impairment test or that the fair value of each of your reporting units are substantially in excess of carrying
value and are not at risk of failing. If a reporting unit is at risk of failing, you should disclose:

 •

 the percentage by which fair value exceeded carrying value at the date of the most recent test;

 •

 the amount of goodwill allocated to the reporting unit;

 •

 a more detailed description of the methods and key assumptions used and how the key assumptions were determined;

 •

 a discussion of the degree of uncertainty associated with the assumptions; and

 •

 a description of potential events and/or changes in circumstances that could reasonably be expected to negatively
affect the key assumptions. Refer to Item 303(b)(3) of Regulation S-K and Section V of SEC Release No. 33-8350.
 1

 Company Response:
 We respectfully acknowledge the Staff’s comment and would like to make reference to our disclosures included in the Company’s Form 10-K for the year ended December 31, 2024:

 •

 while we included a discussion of methods and key assumptions used, and the degree of uncertainty associated with
such assumptions including within Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations, 1 we will further emphasize any considerations that are
uniquely applicable to a reporting unit at risk of failing; and

 •

 we will expand the statement in Note 10. Goodwill 2 to
also include a description of more specific events and/or changes in circumstance that could reasonably be expected to negatively affect these key assumptions.
 In addition, we will disclose the following points more comprehensively in future filings, to provide more information for investors to further
assess the probability of future impairment charges, as applicable:

 •

 the percentage by which fair value exceeded carrying value as of the most recent test date for a reporting unit
at risk of failing; and

 •

 we will highlight that the Company’s reporting units are aligned with its operating and reportable segments,
for which allocated goodwill is disclosed, as required. The Company monitored a share price decline of approximately 37%
from November 6, 2024 (one day prior to the Q3 2024 Earnings Call) to December 31, 2024. However, given the short duration, the decline was not considered sustained as of December 31, 2024, and there were no other significant changes
in events, circumstances, or key assumptions which would indicate that the carrying value of goodwill was not recoverable. From
December 31, 2024, through March 1, 2025, the Company’s share price declined an additional approximately 38% (an approximately 61% decline in total from November 6, 2024 through March 1, 2025), leading the Company’s
management to conclude that such share price decline was sustained. Accordingly, in connection with the Company’s review and preparation of its financial statements for the quarter ended March 31, 2025, management determined that an
interim quantitative goodwill impairment test was necessary as of March 1, 2025.

 1
 See page 37 of the Company’s Form 10-K, which states “We
continue to monitor the impact of the sustained impact of macro-economic conditions, an increasingly global competitive environment, along with continued volatility in the construction and automotive sectors. Future deterioration in these conditions
may require us to perform an interim quantitative impairment test in 2025.”

 2
 See page 76 of the Company’s Form 10-K, which states:
“ Changes to the forecasted revenue growth, earnings before income taxes, depreciation and amortization (“EBITDA”) and discount rate assumptions may result in a significantly different estimate of the fair value of the reporting
units, which could result in a different assessment of the recoverability of goodwill or measurement of an impairment charge .”
 2

 While significant estimates and assumptions related to forecasts of future cash flows used
in the March 1, 2025 interim impairment test were generally aligned with those used in the annual impairment assessment performed as of October 1, 2024, the discount rates were increased to reflect a market participant view of additional
risk associated with forecasted cash flows, specifically for the Filtration and Advanced Materials reporting unit (“FAM”). Further, the Company’s ability to achieve forecasted cash flows in FAM may be negatively impacted by factors
including, but not limited to, deterioration of general economic conditions, increased competition in our end-markets, and the imposition of incremental tariffs and other trade barriers. Forecasted cash flows
for the Company’s Sustainable and Adhesive Solutions reporting unit (“SAS”), are aligned with both growing and mature end markets, and are therefore subject to less risk. The size and impact of the impairment assessment is still being
assessed by the Company and remains subject to finalization; however, we expect to record a material goodwill impairment charge related to FAM. The Company’s Form 10-Q for the quarter ended March 31,
2025, and related earnings release for the period will include additional detail on the nature of the impairment and factors impacting the probability of future impairment charges.
 Notes to Consolidated Financial Statements
 Note 10. Goodwill, page 76

 2.
 We note that you changed your reportable segments during the first quarter of 2024 as part of an organizational
realignment. Please tell us whether the change in reportable segments impacted your existing reporting units prior to this change. If so, please tell us whether you performed an interim goodwill impairment test related to the existing reporting
units before the change. If not, explain why not. Refer to ASC 350-20-35-3(C)(f) and 350-20-35-45. Company Response:
 On January 24, 2024, Mativ announced a comprehensive organizational alignment initiative which included the reorganization of
six business units (previously comprising the Advanced Technical Materials and Fiber-Based Solutions operating segments) into two new operating segments and two reporting units, FAM and SAS.
 Prior to the reorganization, the identified reporting units aligned with the Company’s six business units. As a result of the management
structure changes, the FAM and SAS Group Presidents were responsible for the performance of each business and the related discrete financial information provided to the chief operating decision maker. Effective following the reorganization, we
determined that the reporting units were aligned with the new FAM and SAS operating segments. The reorganization resulted in the aggregation of two legacy reporting units into FAM, and three legacy reporting units into SAS. Given that the reporting
units were aggregated in their entirety, a reallocation of goodwill on the basis of relative fair value, per ASC 350-20-35-45 was
not required. A relative fair value assessment was performed to allocate goodwill attributable to an insignificant portion of the sixth reporting unit (2% of relative fair value), related to netting products, the only component of the former
Industrials category (9% of total goodwill prior to the reorganization) moved to FAM. No impairment was required as a result of the interim impairment assessment performed immediately prior to the aggregation and allocation analyses.
 * * * * *
 3

 In connection with your comments and our response to your comments, we acknowledge that:

 •

 The Company is responsible for the adequacy and accuracy of the disclosure in the filing;

 •

 Staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking
any action with respect to the filing; and

 •

 The Company may not assert staff comments as a defense in any proceeding initiated by the Commission or any
person under the federal securities laws of the United States. We are hopeful that this letter resolves the Staff’s concerns with
regard to these comments. If it does not, we would appreciate the opportunity to discuss the comment with you. Please call me at 678-518-3262 to arrange for a mutually
convenient time to discuss the Company’s response and any additional questions that the Commission may have. Sincerely,
 /s/ Greg Weitzel Greg Weitzel
 Executive Vice President and Chief Financial Officer
 4

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 April 10, 2025

Greg Weitzel
Chief Financial Officer
Mativ Holdings, Inc.
100 Kimball Pl
Suite 600
Alpharetta, GA 30009

 Re: Mativ Holdings, Inc.
 Form 10-K for the Fiscal Year Ended December 31, 2024
 Filed February 27, 2025
 File No. 001-13948
Dear Greg Weitzel:

 We have limited our review of your filing to the financial statements
and related
disclosures and have the following comments.

 Please respond to this letter within ten business days by providing the
requested
information or advise us as soon as possible when you will respond. If you do
not believe a
comment applies to your facts and circumstances, please tell us why in your
response.

 After reviewing your response to this letter, we may have additional
comments.

Form 10-K for the Fiscal Year Ended December 31, 2024
Management's Discussion and Analysis of Financial Condition and Results of
Operations
Critical Accounting Estimates
Goodwill, page 37

1. Please expand your disclosure in future filings to provide information
for investors to
 assess the probability of future goodwill impairment charges. For
example, disclose
 whether any of your reporting units are at risk of failing the
quantitative impairment
 test or that the fair value of each of your reporting units are
substantially in excess of
 carrying value and are not at risk of failing. If a reporting unit is at
risk of failing, you
 should disclose:
 the percentage by which fair value exceeded carrying value at the
date of the most
 recent test;
 the amount of goodwill allocated to the reporting unit;
 a more detailed description of the methods and key assumptions used
and how the
 April 10, 2025
Page 2

 key assumptions were determined;
 a discussion of the degree of uncertainty associated with the
assumptions; and
 a description of potential events and/or changes in circumstances
that could
 reasonably be expected to negatively affect the key assumptions.
Refer to Item
 303(b)(3) of Regulation S-K and Section V of SEC Release No.
33-8350.
Notes to Consolidated Financial Statements
Note 10. Goodwill, page 76

2. We note that you changed your reportable segments during the first
quarter of 2024 as
 part of an organizational realignment. Please tell us whether the change
in
 reportable segments impacted your existing reporting units prior to this
change. If so,
 please tell us whether you performed an interim goodwill impairment test
related to
 the existing reporting units before the change. If not, explain why not.
Refer to ASC
 350-20-35-3(C)(f) and 350-20-35-45.
 In closing, we remind you that the company and its management are
responsible for
the accuracy and adequacy of their disclosures, notwithstanding any review,
comments,
action or absence of action by the staff.

 Please contact Mindy Hooker at 202-551-3732 or Hugh West at 202-551-3872
with
any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of
Manufacturing
</TEXT>
</DOCUMENT>

CORRESP
1
filename1.htm

CORRESP

 Bradley Ecker

 Division of
Corporation Finance

 Office of Manufacturing

 Securities and
Exchange Commission

 100 F Street, N.E.

 Washington, D.C.
20549

Re:
 SCHWEITZER-MAUDUIT INTERNATIONAL, INC.

Registration Statement on Form S-4

File No. 333-264676

Request for Effectiveness

 Dear
Mr. Ecker:

 Reference is made to the Registration Statement on Form S-4 (File No. 333-264676) filed by Schweitzer-Mauduit International, Inc. (the “Company”) with the U.S. Securities and Exchange Commission (the
“SEC”) on May 4, 2022, as amended on May 18, 2022 (the “Registration Statement”).

 The Company
hereby requests the Registration Statement be made effective at 9:00 a.m., Eastern Time, on May 20, 2022, or as soon as possible thereafter, in accordance with Rule 461 promulgated under the Securities Act of 1933, as amended.

Please contact Robert Leclerc of King & Spalding LLP at (404) 572-2781 or rleclerc@kslaw.com
with any questions you may have concerning this letter, or if you require any additional information. Please notify Mr. Leclerc when this request for acceleration of effectiveness of the Registration Statement has been granted.

 Very truly yours,

SCHWEITZER-MAUDUIT INTERNATIONAL INC

By:

/s/ Ricardo Nuñez

Name: Ricardo Nuñez

Title: General Counsel

cc:
 Robert Leclerc, King & Spalding LLP

United States securities and exchange commission logo
May 10, 2022
Ricardo Nunez
General Counsel
SCHWEITZER MAUDUIT INTERNATIONAL INC
100 North Point Center East, Suite 600
Alpharetta, GA 30022
Re:SCHWEITZER MAUDUIT INTERNATIONAL INC
Registration Statement on Form S-4
Filed on May 4, 2022
File No. 333-264676
Dear Mr. Nunez:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Bradley Ecker, Staff Attorney, at (202) 551-4985 with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

July 28 , 2016

Via E -mail
Frédéric P. Villoutreix
Chairman of the Board and
Chief Executive Officer
Schweitzer -Mauduit International, Inc.
100 North Point Center East, Suite 600
Alpharetta, Georgia 30022

 Re: Schweitzer -Mauduit International, Inc.
  Form 10 -K for the Fiscal Year Ended December 31, 2015
  Filed February 26, 2016
  File No. 1 -13948

Dear Mr. Villoutreix :

We refer you to our comment letter dated July 12, 2016, regarding business contacts with
Sudan and Syria.  We have completed our review of this subject matter.  We remind you that our
comments or changes to disclosure in response to our comments do not foreclose the
Commission from taking any action with respec t to the company or the filing and the company
may not assert staff comments as a defense in any proceeding initiated by the Commission or any
person under the federal securities laws of the United States.  We urge all persons who are
responsible for the a ccuracy and adequacy of the disclosure in the filing to be certain that the
filing includes the information the Securities Exchange Act of 1934 and all applicable rules
require.

         Sincerely,

         /s/ Cecilia Blye

         Cecilia Blye, Chief
         Office of Global  Security Risk

cc:  Roger Schwall
  Assistant Director
 Division of Corporation Finance

CORRESP
1
filename1.htm

		Document

Via EDGAR

July 22, 2016

Cecilia Blye

Chief, Office of Global Security Risk

Division of Corporation Finance

United States Securities and Exchange Commission

100 F Street N.E.

Washington D.C. 20549-7010

Re:    Schweitzer-Mauduit International, Inc.

Comment Letter from the Securities and Exchange Commission dated July 12, 2016

Form 10-K for the Fiscal Year ended December 31, 2015, Filed February 26, 2016

File No. 1-13948

Dear Ms. Blye:

Attached is the response of Schweitzer-Mauduit International, Inc. (the “Company” or “registrant” or “SWM”) to the comments from the Staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) on the above identified filing of the Company.  The terms “we,” “us” and “our” in the response refers to the Company.

The Company’s responses to the Commission’s comments follow in the same order set forth in your July 12, 2016 letter.

Form 10-K for the Fiscal Year ended December 31, 2015

General

1.

 You stated in your letter to us dated November 1, 2013 that your subsidiary PDM Industries SAS sold cigarette papers into Syria in 2011 and for delivery to Sudan in 2013.  As you are aware, Sudan and Syria are designated by the State Department as state sponsors of terrorism and are subject to U.S. economic sanctions and export controls.  Your Form 10-K does not include disclosure about contacts with those countries.  Please provide us with information regarding your contacts with Sudan and Syria since the referenced letter.  You should describe any products or materials you have provided into Sudan and Syria, directly or indirectly, and any agreements, arrangements or other contacts you have had with the governments of Sudan and Syria or entities they control.

Company Response: Neither the Company nor any of its subsidiaries has any employees, offices, subsidiaries, affiliates, agents, distributors, joint venture partners, facilities, assets, or liabilities in Sudan or Syria. Neither the Company nor any of its subsidiaries has provided any products to the governments of Sudan or Syria or entities controlled by these governments, and we do not anticipate doing so in the future.

Neither the Company nor any of its subsidiaries has directly or knowingly indirectly sold any products to customers in Syria since 2011. Neither the Company nor any of its subsidiaries has, since our November 1, 2013 letter, directly or knowingly indirectly sold any products to customers in Sudan except as follows:  In July 2016, our subsidiary PDM Industries SAS (“PDM”), a French company, sold cigarette papers to BAT UK & Exports Ltd. (“BAT”), a U.K. company based in London, for delivery in the Netherlands, and which we understand is for end use by Blue Nile Cigarette Company Limited, BAT's affiliated company in Sudan. The value of the transaction is € 3,402, or less than USD $4,000.

All products made by the Company are classified as EAR99. We have policies and procedures that are intended to prevent our products from being used by inappropriate businesses, but we have no ability to track our products beyond the point of delivery, and we cannot control the ultimate destination of end products made by our customers using our products.

2.

 Please discuss the materiality of any contracts with Sudan and Syria you describe in response to the comment above, and whether the contacts constitute a material investment risk for your security holders.  You should address materiality in quantitative terms including the approximate dollar amounts of any revenues assets and liabilities associated with Sudan and Syria for the last three fiscal years and the subsequent interim period.  Also, address materiality in terms of qualitative factors that a reasonable investor would deem important in making an investment decision, including the potential impact of corporate activities upon a company’s reputation and share value.  Various state and municipal governments, universities and other investors have proposed or adopted divestment or similar initiatives regarding investment in companies that do business with U.S.-designated state sponsors of terrorism.  You should address the potential impact of the investor sentiment evidenced by such actions directed toward companies that have operations associated with Sudan and Syria.

As noted above, neither the Company nor any of its subsidiaries has directly or knowingly indirectly sold any products to customers in Syria since 2011.  In our November 1, 2013 letter, we advised that, in 2013, one of SWM's subsidiaries indirectly sold papers valued at $34,000 to a customer in Sudan.  There were no sales to Sudan in 2014 or 2015, and, as explained above, we indirectly have had sales to Sudan of less than $4,000 in 2016 to date.  Although we anticipate that BAT may order additional papers from PDM for end use by BAT's Sudanese affiliate, we do not expect the volume of these orders to exceed the euro equivalent of US$100,000 per year in the aggregate.

These amounts are not material to our business, and we believe that no further disclosure is warranted.  Even the potential additional sales in 2016 noted above would be immaterial.  For point of reference, our net sales for the years ended December 31, 2015 and 2014 were $764.1 million and $794.3 million, respectively.  Consequently, we do not view this transaction or future similar transactions as presenting a material investment risk for our security holders.  We also do not view these transactions as presenting a qualitatively material risk.  The end user in Sudan is privately owned and not a public institution or other entity affiliated with, under the control of, or funding the government of Sudan.  Given the incidental amount of sales into and the lack of any other SWM operations or direct contacts in Sudan, coupled with our export compliance program, we do not believe that these sales will or should adversely impact in any material way SWM’s reputation or investor decisions with respect to SWM stock.

*            *            *            *            *

In connection with your comments and our response to your comments, we acknowledge that:

•

 The Company is responsible for the adequacy and accuracy of the disclosure in the filing;

•

 Staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing; and

•

 The Company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

We are hopeful that this letter resolves the Staff’s concerns with regard to these comments.  If it does not, we would appreciate the opportunity to discuss the comment with you.  Please call me at 770-569-4277 to arrange for a mutually convenient time to discuss the Company’s response and any additional questions that the Commission may have.

Sincerely,

/s/ Allison Aden

Allison Aden

Executive Vice President, Finance and

Chief Financial Officer

July 12 , 2016

Via E -mail
Frédéric P. Villoutreix
Chairman of the Board and
 Chief Executive Officer
Schweitzer -Mauduit International, Inc.
100 North Point Center East, Suite 600
Alpharetta, Georgia 30022

 Re: Schweitzer -Mauduit International, Inc.
  Form 10 -K for the Fiscal Year Ended December 31, 2015
  Filed February 26 , 2016
  File No. 1 -13948

Dear Mr. Villoutreix :

We have limited our review of your filing to your contacts  with countries that have been
identified as state sponsors of terrorism, and we have the following comments.  Our review with
respect to this issue does not preclude further review by the Assistant Director group with respect
to other issues.   At this jun cture, we are asking you to provide us with information so we may
better understand your disclosure.

Please respond to this letter within ten business days by providing the requested
information, or by advising us when you will provide the requested respo nse.  If you do not
believe our comments apply to your facts and circumstances, please tell us why in your response.

After reviewing the information you provide in response to this comment, we may have
additional comments.

General

1. You stated in your letter to us dated November 1, 2013 that your subsidiary PDM
Industries SAS sold cigarette papers into Syria in 2011 and for delivery to Sudan in 2013.
As you are aware, Sudan and Syria are designated by the State Department as state
sponsors of terrorism  and are subject to U.S. economic sanctions and export controls.
Your Form 10 -K does not include disclosure about contacts with those countries.  Please
provide us with information regarding your contacts with Sudan and Syria since the
referenced letter.   You should describe any products or materials you have provided into
Sudan and Syria, directly or indirectly, and any agreements, arrangements or other
contacts you have had with the governments of Sudan and Syria or entities they control.

Frédéric P. Villoutreix
Schweitzer -Mauduit International, Inc.
July 12 , 2016
Page 2

 2. Please discuss  the materiality of any contacts with Sudan and Syria you describe in
response to the comment above, and whether the contacts constitute a material
investment risk for your security holders.   You should address materiality in quantitative
terms, including the approximate dollar amounts of any revenues, assets and liabilities
associated with Sudan and Syria for the last three fiscal years and the subsequent interim
period.   Also, address materiality in terms of qualitative factors that a reasonable investor
would deem important in making an investment decision, including the potential impact
of corporate activities upon a company’s reputation and share value.   Various state and
municipal governments, universities and other investors have proposed or adopted
divestment or similar initiatives regarding investment in companies that do business with
U.S.-designated state sponsors of terrorism.   You should address the potential impact of
the investor sentiment evidenced by such actions directed toward companies tha t have
operations associated with Sudan and Syria.

We urge all persons who are responsible  for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Exchange Act of
1934 and all ap plicable Exchange Act rules require.  Since the company and its management are
in possession of all facts relating to the company’s disclosure, they are responsible for the
accuracy and adequacy of the disclosures they have made.

In responding to our comments, please provide a written statement from the company
acknowledging that:

 the company is responsible for the adequacy and accuracy of the disclosure in the filing;

 staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and

 the company may not assert staff comments as a defense in any proceeding initiated by
the Commission or any person under the federal securities laws of the United States.

Please contact Pradip Bhaumik, Special Counsel, at (202) 551 -3333 or me at (202) 551 -
3470 if you have any questions about the comments or our review.

         Sincerely,

         /s/ Cecilia Blye

         Cecilia Blye, Chief
         Office of Global Security Risk

Frédéric P. Villoutreix
Schweitzer -Mauduit International, Inc.
July 12 , 2016
Page 3

 cc:  Roger S chwall
  Assistant Director
 Division of Corporation Finance

December 3, 2013

Via E -mail
Mark A. Spears
Corporate  Controller
Schweitzer -Mauduit International, Inc.
100 North Point Center East, Suite 600
Alpharetta, Georgia  30022

Re: Schweitzer -Mauduit International, Inc.
Form 10 -K for the Fiscal Year e nded December  31, 2012
Filed March 1 , 2013
File No . 001-13948

Dear Mr. Spears :

We have completed our review of your filing.  We remind you that our comments or
changes to disclosure in  response to our comments do not foreclose the Commission from taking
any action with respect to the company or the filing and the company may not assert staff
comments as a defense in any proceeding initiated by the Commission or any person under the
federal securities laws of the United States.  We urge all persons who are responsible for the
accuracy and adequacy of the disclosure in the filing to be certain that the filing includes the
information the Securities Exchange Act of 1934 and all applicable r ules require.

Sincerely,

        /s/ Karl Hiller

        Karl Hiller
        Branch Chief

CORRESP
1
filename1.htm

		Response11012013

November 1, 2013                Via Edgar

Mr. Karl Hiller

Branch Chief, Division of Corporation Finance

United States Securities and Exchange Commission

100 F St., NE Washington, D.C.  20549

Re:    Schweitzer-Mauduit International, Inc.

Comment Letter from the Securities and Exchange Commission dated September 19, 2013

Form 10-K Fiscal Year ended December 31, 2012

File No. 001-13948

Dear Mr. Hiller:

Attached is the response of Schweitzer-Mauduit International, Inc. (the “Company” or “registrant” or “SWM”) to the Securities and Exchange Commission's (the “Commission” or “Staff”) comments on the above identified disclosure documents filed by the Company. We have attempted to fully respond and to provide information that would assist in more fully understanding our disclosures.  The terms “we,” “us” and “our” in the responses refer to the Company.

The Company's responses to the Commission's comments follow in the same order set forth in your September 19, 2013 letter.

Form 10-K for the Fiscal Year ended December 31, 2012

General

1.     You state on page 3 that Japan Tobacco Inc. (JTI) and British American Tobacco (BAT) are two of your largest customers. We are aware of publicly-available information that indicates sales of cigarettes by JTI and BAT in Cuba, Sudan, and/or Syria. Cuba, Sudan, and Syria are designated as state sponsors of terrorism by the State Department, and are subject to U.S. economic sanctions and export controls. Your Form 10-K does not include disclosure regarding any contacts with Cuba, Sudan, or Syria. Please describe to us the nature and extent of any past, current and anticipated contacts with Cuba, Sudan, and Syria, whether through direct or indirect arrangements. Your response should describe any products or materials you have provided into Cuba, Sudan, and Syria, directly or indirectly, and any agreements, arrangements, or other contacts you have had with the governments of those countries or entities they control.

Company Response: Neither the Company nor any of its subsidiaries has any employees, offices, subsidiaries, affiliates, agents, distributors, joint venture partners, or facilities in Cuba, Sudan or Syria, nor has any of them, in the past three years, directly or indirectly sold any products to customers in Cuba, Sudan or Syria other than noted below.

The Company’s locally managed, non-U.S. subsidiaries sold products to Sudan and Syria, as follows:

•

 In 2011, PDM Industries SAS sold cigarette papers to General Organization For Tobacco in Syria.

•

 In 2013, PDM Industries SAS sold cigarette papers to British American Tobacco for delivery to Blue Nile Cigarette Company in Khartoum, Sudan.

In both cases, the products concerned were manufactured outside the U.S. PDM is a French company and no U.S. persons participated in these sales.

The Company’s locally managed, non-U.S. subsidiaries sell papers and reconstituted tobacco to the central distribution centers of British American Tobacco (or BAT), located in England, and Japan Tobacco International (or JTI), located in Belgium. Both BAT and JTI buy papers from the Company’s competitors also, and their distribution centers distribute and sell both our and our competitors’ products to their operating companies and licensees around the world.  While we generally are aware of some of the larger BAT and JTI affiliates that are end-users for our products, we do not have specific knowledge or any control over BAT or JTI.  However, to our knowledge, the end users do not include businesses in Cuba, Sudan or Syria, except for the Sudanese company noted above.

All products made by the Company are classified as EAR99.  We have policies and procedures that are intended to prevent our products from being used by inappropriate businesses, but we have no ability to track our products beyond the point of delivery, and we cannot control the ultimate destination of cigarettes made by our customers using our products.

The transactions described above aggregate only $34,000 in sales to a Sudanese end user, and $516,000 in sales to a Syrian end user. As a result, they are not material to our business, and we believe that no further disclosure is warranted.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

Year Ended December 31, 2012 Compared with the Year Ended December 31, 2011, p. 31

2.     Please identify, discuss and analyze the reasons for the higher sales volumes that occurred in each of your segments. Refer to paragraphs 1 through 4 of the instructions to paragraph 303(a) of Regulation S-K for guidance.

Company Response: The Company’s overall sales volumes changed very little between 2011 and 2012. Paper sales volumes declined approximately 4% while Reconstituted Tobacco sales volumes increased approximately 6%. The primary product in the Reconstituted Tobacco segment is reconstituted tobacco leaf.

As noted on page 9 of our Form 10-K, the decline in cigarette consumption in the United States and western Europe has decreased demand for our products. However, as noted on page 13 of our Form 10-K, demand by our customers for reconstituted tobacco leaf is largely a function of their need to meet smoke delivery regulations, their desire for a uniform and consistent product and the cost to them of recycling their tobacco by-product scraps relative to their cost of virgin tobacco.

These factors related to the cigarette industry as a whole and were not unique to our customers.  Varying brands, market shares and production facilities in different locations around the world are each impacted differently and react to those market forces differently, and we do not believe that any of these individual factors were significant enough to warrant further disclosure. Similarly, customers’ purchases of our products vary based on a range of factors, including some as simple as their sales to their customers, and none of these reasons of which we were aware was significant enough to warrant disclosure. Often, the underlying reasons for such variability are not always determinable by SWM due to a lack of public information about our customers’ businesses in a level of detail necessary to make such determinations.

Regarding the referenced guidance, SWM was not aware of other significant trends or uncertainties regarding changes in our sales volumes. We believe that the information above is sufficiently disclosed currently or generally of common knowledge. We will continue in future filings to disclose the impact of volume changes, price and mix changes, currency impacts and any other factors that are material and determinable that contributed to a material change in product revenues, as well as discuss the underlying material causes known to us of the factors described as well as the known or expected future impact of any referenced factors on operating results.

Financial Statements

Note 17 - Segment Information, page 87

3.     You must disclose revenue attributable to each product or group of similar products to comply with FASB ASC 280-10-50-40. Please provide us an analysis of the factors that you considered as the basis for your present disclosure, which appears to mention several distinct products that have been aggregated in your tabulation. Please address the following indications of dissimilarity among products: (i) from your competition discussion on page 4 and slide 12 of your August 2013 investor presentation, we note that competitors and market strength differ by product, (ii) from slide 10 of the investor presentation we note that cigarette paper has “stringent regulatory requirements,” (iii) from your 2nd quarter 2013 earnings conference call we note a statement from your chief financial officer that “there are sizable differences in pricing and profitability over [y]our various paper products,” and (iv) from your website your assertion that the development of Porowrap Porous Plug Wrap created an entirely new category within the industry.

Company Response: SWM began using a product line basis for reportable segments in 2011. As disclosed in Note 17 of the Form 10-K, SWM’s two operating product line segments are also the Company’s reportable segments: Paper and Reconstituted Tobacco. Reconstituted Tobacco products are distinctive from Paper products in both manufacturing processes and uses by our customers.  Reconstituted Tobacco products include reconstituted tobacco leaf, or RTL, which is used by our customers as a blend with virgin tobacco in making cigarettes, as well as wrapper and binder products for sales to cigar manufacturers. Paper products include cigarette papers, plug wrap papers and tipping papers (collectively referred to often as “Cigarette Papers” as noted on page 2 of our Form 10-K under the caption “Products”) as well as certain other commercial and industrial paper products such as lightweight printing and writing papers, drinking straw wrap and other specialty papers.

When determining what constitutes a similar product for disclosure in accordance with ASC 280-10-50-40, we note the accounting guidance is silent as to what is meant by "similar".  In the absence of direct guidance on how "similar" should be determined, our disclosure of revenue from external customers, as required by ASC 280-10-50-40, considered products that share the similar characteristics as set forth in the criteria listed in ASC 280-10-50-11 as follows:

1) Nature of products:

Reconstituted Tobacco products are distinctive from Paper products both in their manufacturing processes and uses by our customers. Reconstituted Tobacco is made from tobacco by-products.  RTL is blended by our customers with virgin tobacco to fill the tobacco column of cigarettes.  Wrapper and binder products are used in the making of machine-made cigars.

Paper products such as cigarette papers, plug wrap papers and tipping papers share a common function - they are used to wrap various parts of a cigarette. All Paper products are made from wood pulp, flax fiber, calcium carbonate and certain less significant materials. Paper products share key properties such as basis weight, porosity, opacity, tensile strength, texture and functional attributes such as the ability to run on customers' machines at high speeds.

2) Nature of production processes:

Reconstituted Tobacco products share a conceptually similar production process to that of Paper products, but it is different enough that the machines used to make those products could not be used to produce Paper  products.

SWM's various Paper products share a similar manufacturing process. The same paper machines can produce conventional cigarette papers, tipping papers and plug wrap papers, although different machines have somewhat different capabilities with respect to certain of the above-mentioned key properties due to age and other intricacies of the machines.

3) Type of customer:

At SWM, substantially all of the products are sold to the same customer base - cigarette and cigar manufacturers. Management aggregated non-tobacco paper products, which were approximately 6% of net sales in each of the last three years, with tobacco paper products to comprise the Paper segment, since the revenue from non-tobacco paper products was not significant for separate disclosure. Non-tobacco paper products are a diverse mix that includes low volume, high-value engineered papers as well as commodity paper grades produced to maximize machine utilization.

4) Method used to distribute products:

Substantially all of SWM’s products for the tobacco industry are sold directly to cigarette and cigar manufacturers or their designated converters around the world. Distribution methods are similar for all of these products.  In certain markets, SWM also utilizes agents.

5) Nature of regulatory environment:

All of SWM's products for the tobacco industry share a similar regulatory environment. Most all governments around the world regulate the advertising, promotion, sale, components of manufacture and use of tobacco products. For example, in the United States, the regulatory jurisdiction of the federal Food and Drug Administration includes the product components of tobacco products, including products of both SWM segments, and in the European Union, the Tobacco Products Directive regulates the content, effects, marketing and labeling of tobacco products, including SWM’s products of both segments.

With respect to our discussion of our competitors and market strength, our use of the capitalized term “Cigarette Papers” is defined as cigarette papers, plug wrap papers and tipping papers.  As mentioned above, our management internally and externally generally speaks about these products collectively as Cigarette Papers. In some places, however, we have provided additional insights with respect to some of the individual components.  In most instances, including the discussion regarding competitors and market strength, the variation is in large part related to geographic locations of our customers’ production and the locations of our mills and the mills of our competitors. Our largest customers are the major tobacco companies, which tend to negotiate globally but then allocate their purchases by geography as they seek the best overall price including shipping costs.  We also have large regional customers and certain other key customers that operate solely or primarily in one country.  As a result, our competition tends to vary based on geography.  We have included certain statements with respect to such competition and market strength with respect to plug wrap papers and tipping papers.  It is not as evident in our statement regarding plug wrap papers, but as you can see in our statements regarding tipping papers, the differences noted for those products are also very much based on geography. We have not used market strength as a determinant in assessing our products’ similarities.

We hope the above discussion is helpful to aid in your understanding of our business, our products and our disclosures regarding our financial results.  With that background, we then also intend to answer your other questions more specifically with the following additional information.

In response to investor inquiries, management often discusses certain other items despite those items not being material or even a part of management's internal analysis. We believe that such inquiries and the Company’s responses to such inquiries are not determinative factors for segmentation and disclosure analysis purposes, but rather, the criteria of ASC 280-10-50-40 are the determinative factors, and those criteria are followed as discussed above.

Due to changing regulatory environments around the world, our sales of lower ignition propensity (“LIP”) cigarette papers are gradually replacing the sale of non-LIP, or conventional cigarette papers.  For a variety of reasons, certain LIP products have higher prices and higher margins than the conventional cigarette papers they replace. Thus, as noted in the second quarter 2013 earnings conference call by our chief financial officer, changes in mix of products within the Paper segment, including higher sales volumes of LIP products, impacted the segment’s performance, especially when increased production utilizes available capacity and in turn reduces machine downtime. We have included the percentage changes in our sales volumes of LIP cigarette papers in addition to the percentage changes in our sales volumes of all Paper segment products as a means of providing investors additional information with respect to this trend. Regarding our statement about Porowrap Porous Plug Wrap paper, at the time of its development in the 1970's it was indeed a significant industrial breakthrough that allowed customers to purchase plug wrap papers with very high porosity as opposed to using methods to treat the papers in some manner to g

September 19 , 2013

Via E -mail
Mark A. Spears
Corporate  Controller
Schweitzer -Mauduit International, Inc.
100 North Point Center East, Suite 600
Alpharetta, Georgia  30022

Re: Schweitzer -Mauduit International, Inc.
Form 10 -K for the Fiscal Year e nded December  31, 2012
Filed March 1 , 2013
File No . 001-13948

Dear Mr. Spears :

We have reviewed your filing  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 within ten business days by amending your filing, by
providing the requested information, or by advising us when you will provide the requested
respons e.  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 filing and the information you provide in
response to these comments , we may have  additional comments.

Form 10 -K for the Fiscal Year e nded December 31, 2012

General

1. You state on page 3 that Japan Tobacco Inc. (JTI) and British American Tobacco (BAT)
are two of your largest customers.   We are aware of publicly -available information that
indicates sales of cigarettes by JTI and BAT in Cuba, Sudan, and/or Syria.   Cuba, Sudan,
and Syria are designated as state sponsors of terrorism by the State Department, and are
subject to U.S. economic sanctions and exp ort controls.   Your Form 10 -K does not
include disclosure regarding any contacts with Cuba, Sudan, or Syria.   Please describe to
us the nature and extent of any past, current and anticipated contacts with Cuba, Sudan,
and Syria, whether through direct or i ndirect arrangements.   Your response should
describe any products or materials you have provided into Cuba, Sudan, and Syria,
directly or indirectly, and any agreements, arrangements, or other contacts you have had
with the governments of those countries o r entities they control.

Mark A. Spears
Schweitzer -Mauduit International, Inc.
September 19, 2013
Page 2

Management’s Discussion and Analysis of Financial Condition and Results of Operations

Year Ended December 31, 2012 Compared with the Year Ended December 31, 2011 , page 31

2. Please identify, discuss and analyze the reasons for the higher sales volumes that
occurred in each of your segments.  Refer to paragraphs 1 through 4 o f the instructions to
paragraph  303(a) of Regulation S -K for guidance.

Financial Statements

Note 17  - Segment Information, page 87

3. You must  disclose reven ue attributable to each product or group of similar products to
comply with FASB ASC 280 -10-50-40.  Please  provide us an analysis of the factors that
you considered as the basis for your present disclosure , which appears  to mention several
distinct products  that have been aggregated in your tabulat ion.  Please address the
following indications of dissimilar ity among  products:  (i) from your competition
discussion on page 4 and slide 12 of your August 2013 investor presentation, we note that
competitors and market  strength differ by product, (ii) from slide 10 o f the investor
presentation we note that cigarette paper has “stringent regulatory requirements,”  (iii)
from your 2nd quarter 2013 earnings conference call we note a statement from your chief
financial offi cer that “there are sizable differences in pricing and profitability over [y]our
various paper products,”  and (iv) from your website your assertion that the development
of Porowrap Porous Plug Wrap created an entirely new category within the industry.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing  includes the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules require .  Since the compa ny 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.

 In responding to our comment s, please provide  a written statement from the co mpany
acknowledging that:
 the company is responsible for the adequacy and accuracy of the disclosure in the filing;
 staff comments  or changes to disclosu re in response to staff comments  do not foreclose
the Commission from taking any action with respect to  the filing; and
 the company may not assert staff comments as a defense in any proceeding initiated by
the Commission or any person under the federal securities laws of the United States.

You may contact Michael Fay, Staff Accountant, at (202) 551 -3812  or Lily Dang, Staff

Mark A. Spears
Schweitzer -Mauduit International, Inc.
September 19, 2013
Page 3

 Accountant, at (202) 551 -3867 if you have questions regarding our comment s and related
matters.  Please contact me at (202) 551 -3686 with any other questions.

Sincerely,

        /s/ Karl Hiller

        Karl Hiller
        Branch Chief

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

       DIVISION OF
CORPORATION FINANCE

        November 23, 2010   Mr. Frederic Villoutreix Chief Executive Officer Schweitzer-Mauduit International, Inc. 100 North Point Center East Alpharetta, GA 30022-8246

Re: Schweitzer-Mauduit International, Inc.
 Form 10-K for Fiscal Year Ended December 31, 2009
Filed March 8, 2010
 File No. 001-13948    Schedule 14A  Filed March 8, 2010
 Dear Mr. Villoutreix:
 We have completed our review of your fili ngs and do not have any further comments at
this time.
Sincerely,

John Reynolds Assistant Director

CORRESP
1
filename1.htm

    Unassociated Document

    November
10, 2010

                  Via
  Edgar

    Mr. John
Reynolds

    Assistant
Director

    United
States Securities and Exchange Commission

    450th Fifth
Street

    Washington,
DC 20549-0405

              Re:

              Schweitzer-Mauduit
      International, Inc.

                Comment
      Letter Dated October 28, 2010

              Schedule
      14A

              Filed
      March 8, 2010

    Dear Mr.
Reynolds:

    In
response to your most recent letter dated October 28, 2010 please find below our
explanations as requested.  The Company's
responses to the Commission's comments follow in the same order set forth in
your October 28, 2010 letter.

    1.
We note your responses to prior comments three and four from our letter dated
September 21, 2010. In your response to comment four you state that you “will
revise [y]our future disclosures to disclose the award earn-out deemed most
probable as of the Grant Date for all years of an award cycle calculated in
accordance with FASB ASC Topic 718 in both Column (e) of the Summary
Compensation Table and Column (l) of the Grants of Plan Based Awards table, as
set forth in the pro-forma tables attached…”  In footnote (1) to the
proposed tables, you describe the reported amount as an “estimate of the award
value deemed most probable to be earned in the 2009-2010 award cycle calculated
in accordance with FASB ASC Topic 718….” We are unclear whether your measurement
agrees with the measurement in Instruction 3 to Item 402 (c)(2)(v) and (vi)
which says a registrant should report the value of an award at the grant date
based upon the probable outcome of performance conditions. Please explain or
revise.

    Response
1:

              1.

              In
      the interest of clarity, if it is acceptable to the Commission, we would
      propose revising the footnote in question to read:  "Amounts for
      the Restricted Stock Plan Performance Share award for the 2009-2010 award
      cycle are estimated values at the grant date of February 12, 2009, when
      the stock price was $18.57, based upon the probable outcome of the
      performance conditions.  The amounts are calculated in accordance
      with FASB ASC Topic 718 excluding the effect of expected
      forfeitures.  The probable outcome . . .
  ."

    2.
We note the large differences between the value of the stock awards in your most
recent proposed Grants of Plan Based Awards table and the prior values included
in the Schedule 14A and the September 10, 2010 response
letter.  Please explain the reasons for the differences in these
amounts.

    Response
2:

    As a
result of the exchange of comments with the Securities and Exchange Commission,
we developed a better understanding of the basis of the presentation that was
required in both the Summary Compensation table and the Grants of Plan Based
Awards table applicable to our situation in 2009, where an equity award was both
granted and earned in part in the same year.  The different values are
driven by differences in (i) statement of Grant Date estimated values versus
actual 2009 results or differences between the estimated outcome under the
performance conditions as of the Grant Date versus the actual outcome; and (ii)
whether or not only 2009 or 2009 and 2010 values were included in the value of
stock awards.  We provide the table below as a presentation of these
factors, indicated in italics, which drive the differences in values reported as
between the three documents.

                  Disclosure

                  Summary
      Compensation Table Column (e)

                  Grants
      of Plan Based Awards Table Column (l)

                  Schedule
      14A

                  The
      dollar value of stock awards reported included  the amount of
      only the award actually
      earned in year one (2009) under a two year (2009-2010) award
      opportunity granted in February 12, 2009 (Grant Date) under our Restricted
      Stock Plan. The number
      of shares actually awarded and banked were valued at the
      $18.57/share Grant Date value.  See 10/5/2010 Letter, responses 3 and
      4.

                  The
      number of shares earned
      and that was reported was in the range between Outstanding and Maximum
      performance of the performance conditions. The actual performance,
      which was the value reported, exceeded the Target level
      performance that was deemed most probable as of the February 12, 2009
      Grant Date.

                  The
      potential share award amounts reported reflect only the second year (2010)
      opportunity under the two year (2009-2010) award granted on
      February 12, 2009, as the first year (2009) award was earned and reported
      in Column (e) of the Summary Compensation Table. See 10/5/2010 Letter, response nos. 3 and
      4

                    September
      10, 2010 Response

                    The
      dollar value of stock awards reported included  the amount of
      only the award actually
      earned in year one (2009) under a two year (2009-2010) award
      opportunity granted in February 12, 2009 (Grant Date) under our Restricted
      Stock Plan. The number of shares actually awarded and banked were valued
      at the $18.57/share Grant Date value.  See, 9/10/2010 Letter, footnote 1(e) to
      proforma Summary Compensation table.  The dollar value
      was calculated based on actual performance achievements which were
      between the Outstanding and Maximum range.

                    The
      potential number of
      shares that could be earned over the entire two-year award cycle is
      reflected in columns (f) – (h), stated separately for each year, at three
      award opportunity levels (Threshold, Target and
      Maximum).  Column (l) reflects the dollar value of the award opportunity for each of
      years 2009, 2010 and in total at the Maximum award level and the
      Grant Date stock value of $18.57/share.

                    October
      5, 2010 Response

                    The
      dollar value of the projected award opportunity reported in Column (e)
      was  the February 12, 2009 Grant Date projected award earn-out
      value based upon the probable outcome of
      the  performance conditions as of the Grant Date for two years
      (2009-2010), which was estimated as  performance at the Target
      level.

                    The
      dollar value of the projected award opportunity reported in Column (l)
      was  the February 12, 2009 Grant Date projected award earn-out
      value based upon the probable outcome of
      the  performance conditions as of the Grant Date for two years
      (2009-2010), which was estimated as  performance at the Target
      level.

    We are
hopeful that this letter resolves the Staff’s concerns with regard to these
comments.  If it does not, we would appreciate the opportunity to
discuss the comments with you. Please call me at (770) 569-4278 to arrange a
mutually convenient time to discuss the Company’s response or any additional
questions that the Commission may have.

    Sincerely,

    /s/ John W. Rumely, Jr.

    John W.
Rumely, Jr.

    Secretary
and General Counsel

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

       DIVISION OF
CORPORATION FINANCE

        October 28, 2010   Mr. Frederic Villoutreix Chief Executive Officer Schweitzer-Mauduit International, Inc. 100 North Point Center East Alpharetta, GA 30022-8246

Re: Schweitzer-Mauduit International, Inc.
 Form 10-K for Fiscal Year Ended December 31, 2009
Filed March 8, 2010
 File No. 001-13948    Schedule 14A  Filed March 8, 2010

Dear Mr. Villoutreix:
 We have reviewed your filing 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 within ten business days by amending your filing, by
providing the requested information, or by advi sing us when you will provide the requested
response.  If you do not believe our comments apply to your fact s and circumstances or do not
believe an amendment is appropriate, pl ease tell us why in your response.
 After reviewing any amendment to your filing and the information you provide in
response to these comments, we ma y have additional comments.

Mr. Frederic Villoutreix
Schweitzer-Mauduit International, Inc.
October 28, 2010
Page 2

Schedule 14A, filed March 8, 2010
 1. We note your responses to prior comments three and four from our letter dated
September 21, 2010.  In your response to comm ent four you state you “will revise [y]our
future disclosures to disclose the award ear n-out deemed most probable as of the Grant
Date for all years of an award cycle calc ulated in accordance w ith FASB ASC Topic 718
in both Column (e) of the Summary Compensati on Table and Column (l) of the Grants of
Plan Based Awards table, as set forth in the pr o-forma tables attached …”  In footnote (1)
to the proposed tables, you describe the re ported amount as an “estimate of the award
value deemed most probable to be earned in the 2009-2010 award cycle calculated in
accordance with FASB ASC Topic 718 ….”
   We are unclear whether your measurement
agrees with the measurement in Instruction 3 to Item 402(c)(2)(v) and (vi) which says a
registrant should report the value of an awar d at the grant date based upon the probable
outcome of performance conditions.  Please explain or revise.

2. We note the large differences between the value of the stock awards in  your most recent
proposed Grants of Plan Based Awards tabl e and the prior values included in the
Schedule 14A and the September 10, 2010 response  letter.  Please expl ain the reasons for
the differences in these amounts.

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 include s the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules requir e.  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.
You may contact Brian McAllister at (202) 551-3341 or Dave Walz at (202) 551-3358 if
you have questions regarding comments on the fi nancial statements and related matters. Please
contact Jay Williamson at (202) 551 -3393 with any other questions.

Sincerely,

John Reynolds Assistant Director

CORRESP
1
filename1.htm

    Unassociated Document

    October
5,
2010                                                                Via
Edgar

    Mr. John
Reynolds

    Assistant
Director

    United
States Securities and Exchange Commission

    450th Fifth
Street

    Washington,
D.C.  20549-0405

              Re:

              Schweitzer-Mauduit
      International, Inc.

    Comment Letter from the Securities and
Exchange Commission dated September 21, 2010

    Form 10-K for the Fiscal Year ended
December 31, 2009 filed March 8, 2010

    Definitive Proxy Statement on Schedule
14A filed March 8, 2010

    File No. 001-13948

    Dear Mr.
Reynolds:

    Attached
is the response of Schweitzer-Mauduit International, Inc. (the “Company” or
“registrant” or “SWM”) to the Securities and Exchange Commission's (the
“Commission” or “Staff”) comments on the above identified disclosure documents
filed by the Company. We have attempted to fully respond and to provide
information that would assist in more fully understanding our
disclosures.  The terms “we,” “us” and “our” in the responses refer to
the Company.

    The
Company's responses to the Commission's comments follow in the same order set
forth in your September 21, 2010 letter.

    Form 10-K for the Fiscal
Year Ended December 31, 2009

    Management’s Discussion and
Analysis of Financial Condition and Results of Operations, page
25

    Results of Operations, page
30

    Year Ended December 31, 2009
Compared with the Year Ended December 31, 2008, page 30

    Net Sales, page
30

              1.

              We
      note your response to comment two of our letter dated May 27, 2010. Please
      describe to us the extent of the services being provided by certain
      employees at the Malaucène facility at December 31, 2009 and continuing
      into fiscal 2010 that you considered run-off operations, and tell us if
      these services are still being
provided.

    As of
December 31, 2009, employees at the Malaucène facilities consisted of 26 union
representatives who were negotiating terms of severance benefits for themselves
and others, including several active, non-union employees.  The active
employees consisted of the plant manager as well as other employees performing
functions such as sales and shipment of remaining inventories and equipment,
processing invoices and accounting transactions, securing the buildings and
properties, administering payroll and organizing and attending union
meetings.  Such functions continued during the first and second
quarters of fiscal 2010 and during a portion of the third quarter of fiscal
2010.  These remaining non-union employees were severed or transferred
to other Company subsidiaries during the third quarter of fiscal 2010, and
actions were filed to dismiss union representatives that are protected by French
social regulations from dismissal.  The union representatives remain
while we await approval of our actions to dismiss them, but they are no longer
performing any services for the Company.  As such, the Company has
concluded that run-off operations have now ceased in the third quarter, and we
are preparing to present Malaucène as a discontinued operation as of September
30, 2010 in our third quarter 2010 Form 10-Q.

              2.

              We
      note in your response to comment two of our letter dated May 27, 2010 that
      the Malaucène mill should not be reported as discontinued operations as of
      December 31, 2009 since the assets had not been disposed of by
      abandonment. We also note on page 25 that you closed the finished tipping
      mill in Malaucène, France in the fourth quarter of 2009, and in Ex 99.1 to
      your May 5, 2010 Form 8-K that your Malaucène facility is no longer
      operating. Please explain to us how you considered FASB ASC 360-10-35-47
      as it appears to us that this facility ceases to be used based on your
      public disclosures.

    Production
at the Malaucène mill ceased during the fourth quarter of 2009.  The
disclosures in both the Form 10-K on page 25 and in Ex 99.1 to the May 5, 2010
Form 8-K referred to the shut-down of the mill’s production lines. FASB ASC
205-20 defines a component of an entity as “operations and cash flows that can
be clearly distinguished, operationally and for financial reporting purposes,
from the rest of the entity.” While the mill’s production lines had been shut
down, other assets within the component continued to be used into the third
quarter of 2010. Ancillary or run-off operations at Malaucène’s facilities
discussed in response to comment number one above continued into the third
quarter of fiscal 2010.  In addition, the office facilities continued
to be used as of December 31, 2009, and into the third quarter of 2010;
therefore, we did not meet the requirements of FASB ASC 360-10-35-47, which
states that an asset can be considered disposed of when it ceases to be
used.  We have met those requirements during the third quarter of 2010
and will present Malaucène as a discontinued operation in our third quarter 2010
Form 10-Q.

    We also
considered the transition guidance in EITF Topic No. D-104, “Clarification of
Transition Guidance in Paragraph 51 of FASB Statement No. 144” which states when
“a component of an entity will be abandoned through the liquidation or run-off
of operations, that component should not be reported as a discontinued operation
in accordance with ASC 205-20 until all operations, including run-off
operations, cease.” Accordingly, since ancillary operations continued and the
office facilities continued to be used, we concluded that Malaucène did not meet
the criteria to be considered disposed of through abandonment at December 31,
2009, March 31, 2010 or June 30, 2010 and therefore did not meet the criteria to
be reported as discontinued operations.

    Schedule 14A, filed March 8,
2010

              3.

              We
      note the draft disclosure provided to us on September 10, 2010 related to
      prior comment seven from our letter dated May 27, 2010. Please revise the
      relevant footnotes to your Summary Compensation and Grants of Plan Based
      Awards tables to indicate that you are presenting the aggregate grant date
      fair value computed in accordance with FASB ASC Topic
      718.  Also, please advise us how you considered Instruction 3 to
      Item 402(c)(2)(v).

    We will
add references in future filings to FASB ASC Topic 718 in each of the relevant
footnotes to the Summary Compensation and Grants of Plan Based Awards tables as
set forth in the proforma tables attached to this response.

    A
two-year incentive compensation award opportunity under the Restricted Stock
Plan for years 2009 - 2010 was granted in February 2009 resulting in a situation
where the award opportunity was granted and at least one year’s performance
against that opportunity was earned in the same year.  Actual
performance against 2009 objectives and the associated award earned in 2009 (but
confirmed in 2010) were known as of the date we filed our 2010 proxy statement
and that award was “banked” through the issuance of restricted shares with a
one-year delay in vesting. However, that banked award was not calculated and
finally determined until after December 31, 2009 when full-year results were
audited and the banked award remains subject to a condition of continued
employment that will not be fully satisfied until March 2011.  Under
these circumstances, a technical reading of Instruction 3 to Item 402(c) (2)(v)
and (vi) would require disclosure of only a projection of the earn-out
considered to be most probable as of the Grant Date and the disclosure would not
reflect the actual award earned in 2009, even though the actual award earned was
known as of the date of filing the proxy statement. Nor would the actual award
earned and calculated be disclosed to shareholders in any of the other
compensation tables until we file our next proxy statement in March
2011.  We interpreted the principle underlying the required disclosure
to be the disclosure of the actual award earned in 2009, and we reported that
information in Column (e) of the Summary Compensation Table. We also
reported an estimate of the probable award earn-out for year 2010 in the Grants
of Plan Based Awards Table as providing the most timely and meaningful
information to shareholders.

    In light
of the Staff’s comment number 3 and comment number 4 to our revised proforma
tables, we will in any similar circumstance in the future report in
Column (e) of the Summary Compensation Table and Column (l) of the Grants of
Plan Based Awards table the projected award earn-out value deemed most probable
as of the Grant Date calculated in accordance with FASB ASC Topic 718, as
reflected in the proforma Summary Compensation table and Grants of Plan Based
Awards table attached hereto as Exhibit 1 and Exhibit 2,
respectively.

              4.

              In
      reviewing your proposed disclosure it was unclear to us why the total
      amounts reported under Grant Date Fair Market Value of Stock Awards in
      your Grants of Plan Based Awards tables were inconsistent with the amounts
      disclosed under Stock Awards in the 2009 Summary Compensation table.
      Please revise or advise.

    Column
(e) in the Summary Compensation table reflected the amount of the award earned
in 2009 based on actual performance against 2009 objectives, which award was
subject only to the condition of further employment through March 2011. Column
(l) of the Grants of Plan Based Awards table reflected the award earn-out deemed
to be most probable for year 2010 as of the Grant Date calculated in accordance
with FASB ASC Topic 718.  The reasons why we took this approach in the
proforma tables provided on September 10, 2010 are explained in our response to
comment 3.  In light of the Staff’s comments, we will revise our
future disclosures to disclose the award earn-out deemed most probable as of the
Grant Date for all years of an award cycle calculated in accordance with FASB
ASC Topic 718 in both Column (e) of the Summary Compensation Table and Column
(l) of the Grants of Plan Based Awards table, as set forth in the proforma
tables attached hereto.

    *           *           *           *           *

    We are
hopeful that this letter resolves the Staff’s concerns with regard to these
comments.  If it does not, we would appreciate the opportunity to
discuss the comments with you.  Please call me at (770) 569-4278 to
arrange for a mutually convenient time to discuss the Company’s response and any
additional questions that the Commission may have.

    Sincerely,

    /s/ John
W. Rumely, Jr.

    John W.
Rumely, Jr.

    Secretary
and General Counsel

    Exhibit
1

    Summary
Compensation

    The
executive compensation information reported in the Summary Compensation Table
set forth below is for services rendered to the Company and its subsidiaries
commencing on January 1, 2009 and ending on December 31, 2009, the
last day of the Company’s 2009 fiscal year. All compensation earned in the 2009
fiscal year is reported in that year without regard to when actually paid by the
Company or deferred by the recipient and therefore not technically received by
the recipient in the 2009 fiscal year.

    2009
Summary Compensation Table

                                                                          Name
      and

                                                                          Principal
      Position(a)

                                                                          Year(b)

                                                                          Salary

                                                                          ($)(c)

                                                                          Bonus

                                                                          ($)(d)

                                                                          Stock

                                                                          Awards

                                                                          ($)(e)(1)

                                                                          Non-Equity

                                                                          Incentive

                                                                          Plan

                                                                          Compensation

                                                                          ($)(g)

                                                                          Change
      in

                                                                          Pension
      Value

                                                                          and

                                                                          Nonqualified

                                                                          Deferred

                                                                          Compensation

                                                                          Earnings

                                                                          ($)(h)

                                                                          All
      Other

                                                                          Compensation

                                                                          ($)(i)

                                                                          Total

                                                                          ($)(j)

                                                                          Frédéric
      P. Villoutreix

                                                                          2009

                                                                        685,000

                                                                        35,863

                                                                        2,329,000

                                                                        988,969

                                                                        0

                                                                        38,187

                                                                        5,343,450

                                                                          Chief
      Executive Officer(2)

                                                                        2008

                                                                        488,501

                                                                        36,860

                                                                        0

                                                                        69,565

                                                                        0

                                                                        284,433

                                                                        879,359

                                                                        2007

                                                                        439,410

                                                                        36,618

                                                                        682,235

                                                                        225,967

                                                                        0

                                                                        286,062

                                                                        1,670,292

                                                                          Pet

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

       DIVISION OF
CORPORATION FINANCE

        September 21, 2010  Mr. Frederic Villoutreix Chief Executive Officer Schweitzer-Mauduit International, Inc. 100 North Point Center East Alpharetta, GA 30022-8246

Re: Schweitzer-Mauduit International, Inc.
 Form 10-K for Fiscal Year Ended December 31, 2009
Filed March 8, 2010
 File No. 001-13948    Schedule 14A  Filed March 8, 2010

Dear Mr. Villoutreix:
 We have reviewed your filing 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 within ten business days by amending your filing, by
providing the requested information, or by advi sing us when you will provide the requested
response.  If you do not believe our comments apply to your fact s and circumstances or do not
believe an amendment is appropriate, pl ease tell us why in your response.
 After reviewing any amendment to your filing and the information you provide in
response to these comments, we ma y have additional comments.

Mr. Frederic Villoutreix
Schweitzer-Mauduit International, Inc.
September 21, 2010
Page 2

Form 10-K for Fiscal Year Ended December 31, 2009
 Management’s Discussion and Analysis of Financ ial Condition and Results of Operations, page
25
 Results of Operations, page 30

 Year Ended December 31, 2009 Compared with the Year Ended December 31, 2009,
 page 30
 Net Sales, page 30

 1. We note your response to comment two of our letter dated May 27, 2010.  Please
describe to us the extent of the services  being provided by certain employees at the
Malaucène facility at December 31, 2009 a nd continuing into fiscal 2010 that you
considered run-off operations, and tell us if  these services are still being provided.
 2. We note in your response to comment tw o of our letter dated May 27, 2010 that the
Malaucène mill should not be reported as discontinued operations as of December 31,
2009 since the assets had not been disposed of by abandonment.  We also note on page
25 that you closed the finished tipping mill in Malaucène, France in the fourth quarter of
2009, and in Ex. 99.1 to your May 5, 2010 Form 8- K that your Malaucène facility is no
longer operating.  Please expl ain to us how you considered  FASB ASC 360-10-35-47 as
it appears to us that this fac ility ceases to be used based on your public disclosures.
 Schedule 14A, filed March 8, 2010

 3. We note the draft disclosure provided to  us on September 10, 2010 related to prior
comment seven from our letter dated May 27, 2010.  Please revise the relevant footnotes
to your Summary Compensation an d Grants of Plan Based Award s tables to indicate that
you are presenting the aggregat e grant date fair value computed in accordance with
FASB ASC Topic 718.  Also, pleas e advise us how you consider ed Instruction 3 to Item
402(c)(2)(v).

4. In reviewing your proposed disclosure it was unclear to us why the total amounts
reported under Grant Date Fair Market Valu e of Stock Awards in your Grants of Plan-
Based Awards tables were inconsistent w ith the amounts disclosed under Stock Awards
in the 2009 Summary Compensation Tabl e.  Please revise or advise.

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 include s the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules requir e.  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.

Mr. Frederic Villoutreix
Schweitzer-Mauduit International, Inc.
September 21, 2010
Page 3

You may contact Brian McAllister at (202) 551-3341 or Dave Walz at (202) 551-3358 if
you have questions regarding comments on the fi nancial statements and related matters. Please
contact Jay Williamson at (202) 551 -3393 with any other questions.

Sincerely,

John Reynolds Assistant Director

CORRESP
1
filename1.htm

    Unassociated Document

    September
10, 2010

    Via
Edgar

    Mr. John
Reynolds

    Assistant
Director

    United
States Securities and Exchange Commission

    450th Fifth
Street

    Washington,
D.C.  20549-0405

              Re:

              Supplemental
      Response to Response dated July 16, 2010, to Comment Number 7 of the SEC
      Comment Letter dated May 27, 2010.

    Dear Mr.
Reynolds:

    Attached
are Schweitzer-Mauduit International, Inc.’s pro forma Summary Compensation,
Grants of Plan Based Awards and Outstanding Equity Awards at Fiscal Year-End
tables utilizing 2009 data prepared as models for our future disclosures based
on our conversations with the Securities and Exchange Commission’s
staff.

    Sincerely,

      /s/ John
W. Rumely, Jr.

    John W.
Rumely, Jr.

    Secretary
and General Counsel

      Summary
Compensation

      The
executive compensation information reported in the Summary Compensation Table
set forth below is for services rendered to the Company and its subsidiaries
commencing on January 1, 2009 and ending on December 31, 2009, the
last day of the Company’s 2009 fiscal year. All compensation earned in the 2009
fiscal year is reported in that year without regard to when actually paid by the
Company or deferred by the recipient and therefore not technically received by
the recipient in the 2009 fiscal year.

      2009
Summary Compensation Table

                Name
      and

                Principal
      Position(a)

                Year(b)

                Salary

                ($)(c)

                Bonus

                ($)(d)

                Stock

                Awards

                ($)(e)

                Non-Equity

                Incentive

                Plan

                Compensation

                ($)(g)

                Change
      in

                Pension
      Value

                and

                Nonqualified

                Deferred

                Compensation

                Earnings

                ($)(h)

                All
      Other

                Compensation

                ($)(i)

                Total

                ($)(j)

                Frédéric
      P. Villoutreix

                Chief
      Executive Officer(1)

                2009

                2008

                2007

                685,000

                488,501

                439,410

                35,863

                36,860

                36,618

                3,595,431

                0

                682,235

                988,969

                69,565

                225,967

                0

                0

                0

                38,187

                284,433

                286,062

                5,343,450

                879,359

                1,670,292

                Peter
      J. Thompson

                Treasurer,
      Chief Financial and Strategic Planning Officer(2)

                2009

                2008

                2007

                335,000

                325,000

                312,000

                0

                2,126

                0

                930,877

                0

                353,131

                278,887

                84,240

                144,472

                5,336

                5,769

                5,717

                35,885

                44,206

                31,486

                1,585,985

                461,341

                846,806

                Torben
      Wetche

                Chief
      Financial Officer and Treasurer(3)

                2009

                2008

                27,917

                153,448

                0

                0

                0

                97,350

                0

                30,131

                0

                0

                275,565

                13,906

                303,482

                294,835

                Michel
      Fievez

                President–European
      Operations(4)

                2009

                2008

                440,390

                382,085

                53,053

                815

                649,857

                0

                311,226

                76,230

                0

                0

                138,195

                16,702

                1,592,720

                475,832

                Otto
      R. Herbst

                Chief
      Operating Officer(5)

                2009

                2008

                2007

                426,030

                354,430

                335,000

                0

                2,105

                0

                1,491,264

                0

                289,326

                437,745

                130,128

                180,900

                0

                0

                0

                45,114

                100,551

                175,264

                2,400,153

                587,214

                980,490

                Wilfred
      A. Martinez(6)

                President
      - Americas

                2009

              290,000

              0

              543,098

              206,480

              0

              113,696

              1,153,274

                (1)

                Mr.
      Villoutreix was the Chief Operating Officer from February 2006-December
      2008.  On January 1, 2009 he became the Chief Executive
      Officer.  Column (d) Year 2008 includes a completion bonus of
      $32,973 and a one time bonus of $3,887 equal to the amount of dividends
      that participants who earned Restricted Stock Plan performance share
      awards would have earned had the shares earned been issued by the
      February 18, 2008 dividend record date. Column (e):  Year
      2009 includes a Restricted Stock Plan award of 193,615 shares valued at
      the February 12, 2009 grant date price of $18.57, for which the
      performance criteria were met in 2009. Year 2007 includes a restricted
      stock award of 5,000 shares valued at the January 3, 2007 grant date price
      of $25.98 that vested on January 3, 2010. Dividends are not included in
      the disclosed stock award values. Column (i): Includes $10,000 to
      partially offset tax liabilities associated with restricted stock grants,
      $12,887 in dividends on restricted stock and $14,700 in 401(k) savings
      plan matching contributions.

                (2)

                Mr. Thompson
      was Chief Financial Officer and Treasurer from August 1,
      2006–August 10, 2008. From August 11, 2008 until January 21, 2009 he
      was Vice President–Strategic Planning and Implementation. On January 22,
      2009 he became Treasurer, Chief Financial and Strategic Planning Officer.
      Column (d): Year 2008 a one-time bonus equal to the amount of dividends
      that participants who earned Restricted Stock Plan performance share
      awards in 2007 would have earned had the shares earned been issued by the
      February 18, 2008 dividend record date. Column (e): Year 2009
      includes a Restricted Stock Plan performance share  award of
      50,128 shares valued at the February 12, 2009 grant date price of $18.57,
      for which the performance criteria were met in 2009. Year 2007 includes a
      restricted stock award of 2,500 shares valued at the January 3, 2007
      grant date price of $25.98 that vested on January 3, 2010. Dividends
      are not included in the disclosed stock award values. Column
      (h):  An increase representing market-based interest on his cash
      balance retirement fund account balance in the Schweitzer-Mauduit
      International, Inc. Retirement Plan. Column (i): Includes $5,000 to
      partially offset tax liabilities associated with restricted stock grants
      $14,805 in 401(k) savings plan matching contributions, $10,454 in Company
      contributions to the Deferred Compensation Plan that exceeded IRS
      limitations on qualified plan contributions, $3,626 in dividends on
      restricted stock, $1,000 reimbursement of tax preparations fees and $1,000
      in company match on charitable
donations.

                (3)

                Mr. Wetche
      was Chief Financial Officer and Treasurer from August 11, 2008 to
      January 22, 2009.  Column (c): Year 2008 includes unused regular
      vacation of $25,770.  As Mr. Wetche was employed at
      12/31/2008, but subsequently left the Company’s employ, per Company policy
      he earned a 2009 vacation benefit as of that date. The 2008 amounts
      reflect amounts earned in 2008 for 2009 vacation. Column (e) Year 2008
      includes a following restricted stock award of 5,000 shares valued at the
      August 11, 2008 grant date price of $19.47 that was to vest on
      August 10, 2012, but was forfeited. Dividends are not included in the
      disclosed stock award value. Column (i):  Includes $11,315 in
      401(k) savings plan matching contributions, $251,250 in severance and
      $13,000 in mortgage and housing
fees.

                (4)

                Mr. Fievez
      first became a Named Executive Officer in 2008. His compensation is paid
      in euros and it has been converted at the 12/31/2009 exchange rate of
      1.517 euros to the U.S. dollar for 2009 compensation and the 12/31/2008
      exchange rate of 1.3912 euros to the U.S. dollar for 2008
      compensation, with the exception of the AIP payment which has been
      converted at the 3/4/2009 exchange rate of 1.264 euros to the U.S. dollar.
      Column (c):  Year 2009 includes $9,343 in unused vacation.
      Column (d); Year 2008 includes a one-time bonus equal to the amount of
      dividends that participants who earned Restricted Stock Plan Performance
      Share awards in 2007 would have earned had the shares earned been issued
      by the February 18, 2008 dividend record date. Column
      (e):  Year 2009 includes a Restricted Stock Plan performance
      share  award of 34,995 shares valued at the February 12, 2009
      grant date price of $18.57, for which the performance criteria were met in
      2009. Dividends are not included in the disclosed stock award value.
      Column (i):  $109, 649 in Company contributions to the Deferred
      Compensation Plan that vests on March 21, 2010, $5,445 in dividends on
      restricted stock, $113 for an annual physical, $9,025 for life insurance,
      $8,848 in unemployment insurance, and $5,115 in car
    allowance.

                (5)

                Mr. Herbst
      was President-Americas from August 1, 2006 until January 1, 2009 when he
      became Chief Operating Officer. Column (c):  Year 2009 and Year
      2008 include $6,030 in unused vacation. Column (d):  Year 2008
      includes a one-time bonus equal to the amount of dividends that
      participants who earned Restricted Stock Plan Performance Share awards in
      2007 would have earned had the shares earned been issued by the
      February 18, 2008 dividend record date. Column (e):  Year
      2009 includes a Restricted Stock Plan performance share award of 80,305
      shares valued at the February 12, 2009 grant date price of $18.57, for
      which the performance criteria were met in 2009. Dividends are not
      included in the disclosed stock award values. Column
      (i):  Includes $4,000 to partially offset tax liabilities
      associated with restricted stock grants, $11,797 in 401(k) saving plan
      matching contributions, $21,222 in Company contributions to the Deferred
      Compensation Plan in 401(k) saving plan contributions that exceeded IRS
      limitations on qualified plan contributions, and $8,105 in dividends on
      restricted stock.

                (6)

                Mr.
      Martinez first became a Named Executive Officer in 2009. Column (e): Year
      2009 includes a Restricted Stock Plan  award of 29,246 shares
      valued at the February 12, 2009 grant date price of $18.57, for which the
      performance criteria were met in 2009. Dividends are not included in the
      disclosed stock award value. Column (i):  Includes $16,221 in
      401(k) saving plan matching contributions, $95,475 in relocation expenses
      and $2,000 in company match on charitable
  donations.

        GRANTS
OF PLAN-BASED AWARDS

                  Estimated
      Future Payouts Under Non-Equity Incentive Plan Awards

                  Estimated
      Future Payouts Under Equity Incentive Plan Awards

                  Grant
      Date Fair Market Value of Stock Awards

                  ($)(2)

                  Name

                  (a)

                  Grant
      Date

                  (b)(1)

                  Threshold

                  ($)

                  (c)

                  Target

                  ($)

                  (d)

                  Maximum

                  ($)

                  (e)

                  Threshold

                  (#)

                  (f)

                  Target

                  (#)

                  (g)

                  Maximum

                  (#)

                  (h)

                  (l)

                  Frédéric
      P. Villoutreix

                  FY
      2009

                  FY
      2010

                  Total

                  2/12/2009

                  2/12/2009

                  385,313

                            0

                  513,750

                            0

                  988,969

                            0

                  26,450

                  50,779

                  105,800

                  65,522

                  211,601

                  131,042

                  3,929,431

                  2,433,450

                  6,362,881

                  Peter
      J. Thompson

                  FY
      2009

                  FY
      2010

                  Total

                  2/12/2009

                  2/12/2009

                  113,063

                            0

                  150,750

                            0

                  278,888

                            0

                  6,848

                  13,163

                  27,392

                  16,984

                  54,785

                  33,971

                  1,017,357

                  630,841

                  1,648,199

                  Torben
      Wetche

                  -----------

                  0

                  0

                  0

                  0

                  0

                  0

                  0

                  Michel
      Fievez

                  FY
      2009

                  FY
      2010

                  Total

                  2/12/2009

                  2/12/2009

                  131,579

                            0

                  175,438

                            0

                  333,332

                            0

                  5,458

                  5,580

                  21,831

                  13,950

                  43,661

                  27,900

                  810,785

                  518,103

                  1,328,888

                  Otto
      R. Herbst

                  FY
      2009

                  FY
      2010

                  Total

                  2/12/2009

                  2/12/2009

                  173,250

                            0

                  231,000

                            0

                  450,450

                            0

                  10,970

                  20,611

                  43,883

                  26,594

                  87,766

                  53,187

                  1,629,815

                  987,683

                  2,617,497

CORRESP
1
filename1.htm

    Unassociated Document

    July 16,
2010

    Via
Edgar

    Mr. John
Reynolds

    Assistant
Director

    United
States Securities and Exchange Commission

    450th Fifth
Street

    Washington,
D.C.  20549-0405

              Re:

              Schweitzer-Mauduit
      International, Inc.

    Comment Letter from the Securities and
Exchange Commission dated May 27, 2010

    Form 10-K for the Fiscal Year ended
December 31, 2009 and

    Definitive Proxy Statement on Schedule
14A filed March 8, 2010

    File No. 001-13948

    Dear Mr.
Reynolds:

    Attached
is the response of Schweitzer-Mauduit International, Inc. (the “Company” or
“registrant” or “SWM”) to the Securities and Exchange Commission's (the
“Commission” or “Staff”) comments on the above identified disclosure documents
filed by the Company. We have attempted to fully respond and to provide
information that would assist in more fully understanding our
disclosures.  The terms “we,” “us” and “our” in the responses refer to
the Company.

    The
Company's responses to the Commission's comments follow in the same order set
forth in your May 27, 2010 letter.

    Form 10-K for the Fiscal
Year Ended December 31, 2009

      Item 7, Management’s
Discussion and Analysis of Financial Condition and Results of Operations, page
25

              1.

              We
      note your presentation of ‘net sales at constant currency’, ‘EPS excluding
      restructuring and impairment expenses – diluted,’ ‘EPS adjusted for share
      dilution,’ and ‘EBIT’ in your fourth quarter 2009 earnings conference
      materials. We further note your presentation of ‘free cash flow’ in Ex.
      99.1 to your February 10, 2010 Form 8-K. These appear to be non-GAAP
      measures as defined by Regulation G and Item 10(e) of Regulation S-K as
      they are not required by GAAP, Commission rules or appear to be required
      by a system of regulation that is applicable to the Company. To the extent
      you disclose or release publicly any material information that includes a
      non-GAAP measure, you please label the measures as non-GAAP and provide a
      reconciliation to the most closely comparable GAAP measures. Please
      confirm to us that you will comply with the applicable non-GAAP
      requirements for any non-GAAP measure you provide in the
      future.

    Response:
We confirm that we will comply with the applicable non-GAAP requirements for any
non-GAAP measures we provide in the future.

    Results of Operations, page
30

    Year Ended December 31, 2009
Compared with the Year Ended December 31, 2009, page 30

    Net Sales, page
30

              2.

              We
      note that you exited the Brazil coated papers business (page 31) and
      closed the Lee Mills (page 61) in 2009, and you closed the finished
      tipping mill in Malaucène, France in the fourth quarter of 2009 (page 25).
      We further note your disclosure of the sales decreases resulting from
      these actions on pages 31 and 34. Please tell us if the coated papers
      business or either of the mills represents a component of the entity, as
      defined in ASC 205-20-20 (formerly paragraph 41 of SFAS 144). If so, also
      explain to us how you considered the guidance in ASC 205-20-45-1 (formerly
      paragraph 42 of SFAS 144) and ASC 205-20-50-4, 50-6 and 55-4 through 55-24
      (formerly EITF 03-13) in determining that none of these actions represents
      a disposal that should reported as discontinued
  operations.

    Response:
The Brazil coated papers business, which was exited in 2008, did not represent a
component of an entity as defined in ASC 205-20-20 since its operations and cash
flows could not be clearly distinguished, operationally and for financial
reporting purposes, from the rest of the Brazilian entity. The coated papers
business was a product line within Brazil’s larger cash-flow generating paper
operations, and its cash flows could not be clearly distinguished. As such,
exiting the coated papers business did not represent an action that should be
reported as discontinued operations.

    The
Lee Mills, which closed in 2008, did not represent a component of an entity for
which operations and cash flows could be clearly distinguished, operationally
and for financial reporting purposes, from the rest of the entity. Certain
products made at the Lee Mills were also made at other SWM locations, and the
Company received continuing cash flows made from production of these products at
other locations. Therefore, closure of the Lee Mills did not represent an action
that should be reported as discontinued operations.

    We
have concluded that the finished tipping mill in Malaucène, France does
represent a component of an entity as defined in ASC 205-20-20 since its
operations and cash flows can be clearly distinguished, operationally and for
financial reporting purposes, from the rest of the entity. We considered the
guidance in ASC 205-20-45-1 including the implementation guidance in ASC
205-20-55-3 through 55-24 and concluded that the results of operations of the
Malaucène mill should not be reported as discontinued operations as of December
31, 2009, since the assets had neither been disposed of by abandonment nor met
the criteria under ASC 360-10-45-9 to be classified as “Held for Sale”.
Furthermore, at December 31, 2009 and continuing into fiscal 2010, certain
employees were providing services that we believe are appropriately considered
run-off operations at the Malaucène facility. We cannot predict the completion
of the run-off operations. Since we concluded the criteria for reporting
discontinued operations were not met, the disclosure guidance for continuing
cash flows in ASC-20-50-4 and continuing involvement in 50-6 was not
applicable.

    Outlook, page
42

    Lower Ignition Propensity
Cigarette Papers, page 43

              3.

              We
      note that the Company filed a patent infringement action on February 8,
      2010 against four defendants alleging infringement of the Company’s United
      States Patent Number 6,725,867 and that such adversarial proceedings
      present uncertainties and risks, which could include invalidation of the
      patent in dispute, a change in the scope of the patent claims, or an
      adverse determination on the questions of infringement, among others.
      Please tell us how you considered the MD&A, subsequent events and
      commitments and contingencies disclosure requirements, as applicable, for
      this patent infringement action and the related risks and
      uncertainties.

    Response:
The patent at issue in the infringement action does not directly impact the
Company’s Alginex® papers for lower ignition propensity cigarettes, the product
from which a substantial portion of the Company’s U.S. operation’s revenue is
based. In preparing the Form 10-K, we considered the litigation and concluded
that it was not likely to have a material impact on the Company’s results of
operations or liquidity and therefore excluded its disclosure from MD&A,
subsequent events, and commitments and contingencies.  In contrast, we
concluded that the litigation did warrant disclosure in our safe harbor
disclosure due to differences in the standards for disclosure.  We
will continue to assess the litigation and continue to consider MD&A,
subsequent events, and commitments and contingencies disclosure
requirements.

    Glossary of Terms, page
98

              4.

              We
      note in your definition of “Adjusted EBITDA” that one of the items you
      deduct from net income is loss from equity affiliates. Based on your
      reconciliation to Adjusted EBITDA on page 24, it appears to us that you do
      not adjust for income (loss) from equity affiliates. Please revise your
      definition or advise.

    Response:
The definition and reconciliation of Adjusted EBITDA on page 24 of the Form 10-K
do not include an adjustment of income (loss) from equity affiliates. We will
revise the definition of Adjusted EBITDA in the Glossary of Terms in future
filings.

    Exhibits

              5.

              We
      note the discussion on page three and elsewhere that you are the sole
      supplier of on-line banded cigarette papers for use in LIP cigarettes to
      Philip Morris-USA for its U.S. requirements. It was unclear to us whether
      this agreement had been filed or was included as part of your Fine Papers
      Supply Agreement. If so, please advise. If not, please advise what
      consideration you gave to Item 601(b)(10) of Regulation S-K as it related
      to this agreement.

    Response:
The Company’s Amended and Restated Addendum to Second Amended and Restated
Agreement between Philip Morris Incorporated and Schweitzer-Mauduit
International, Inc. for Fine Paper Supply, effective as of July 1, 2000, was
filed as exhibit 10.3 to Form 10-Q for the quarter ended June 30,
2000.  Portions of this exhibit were redacted pursuant to a
Confidentiality Request under Rule 24(b)-2 of the Securities Exchange Act of
1934.  It is listed as Exhibit 10.12.3 in the exhibit list in the Form
10-K for the year ended December 31, 2009.

    Schedule 14A, filed March 8,
2010

    General

              6.

              We
      note your disclosure in response to Item 402(s) of Regulation S-K. Please
      describe the process you undertook to reach the conclusion that disclosure
      is not necessary.

    Response:
The Compensation Committee of the Board of Directors evaluated the elements of
the Company’s  compensation programs to assess whether or not they
potentially increased the risk, as a result of actions that could reasonably be
expected as a result of the compensation program design, that would adversely
impact:

                a.

                Operational
      performance of any unit

                  b.

                  Financial
      performance of any unit

                c.

                Ability
      to fully recover the cost of goods sold (including fixed and variable
      costs)

                  d.

                  Ability
      to perform any binding obligation of the company, the breach of which
      could result in a material liability;
or

                e.

                Likelihood
      of fraud, accounting irregularities or misrepresentation of the Company’s
      financial and operating
results

    In
performing this assessment, the Committee considered the factors suggested in
the SEC’s July 10, 2009 Proposing Release, Discussion of the Amendments in the
Final Rule in Release Nos. 33-9089 and 34-61175 as well as other factors the
Compensation Committee considered relevant to the Company’s specific
circumstances and operations.

    In
each case, the Committee determined either that the compensation programs did
not present such risks, or that elements of the program that could reasonably be
expected to present such risks were offset or counterbalanced by compensating
controls and other elements of the  overall compensation
program.  The Compensation Committee reported its finding to the
entire Board on February 22, 2010.

The
Compensation Committee also amended its Charter February 9, 2010 to incorporate
as part of its duties and responsibilities an assessment of the risks posed by
the design and implementation of its compensation programs at least annually and
whenever material changes are made in such programs. The amended Compensation
Committee Charter is posted on the Company’s website at
www.schweitzer-mauduit.com

    We
note that the empirical and other analytic frameworks correlating compensation
practices and risk and the identification of risk factors in relevant industries
are still developing.  We will monitor these developments and, as
appropriate, revise our assessment process.  We also note that neither
Item 402 (s) nor the adopting release requires any disclosure of
“process,”  but should we conclude that an explanation of the
underlying analytical process is important to an understanding of our
compensation policy and practices, we will include a discussion of that process
in future filings.

    Comprehensive Compensation
Discussion & Analysis, page 13

              7.

              It
      was unclear to us why your Grants of Plan-based Awards table did not
      contain a column reporting grant date fair value or how this disclosure
      reconciled back to your 2009 Summary Compensation Table. For example, we
      were unable to tell where the $3.5 million stock award to Mr. Villoutreix
      was presented in the table. Please
advise.

    Response:  The table Grants of Plan-based Award
shows grants made during 2009.  Since the $3.5 million stock award
earned in 2009 was not granted during the fiscal year, the column was not
required in the table.  We provide the following background regarding
the specific $3.5 million stock award to Mr. Villoutreix to which your comment
referred.

    That
share-based award was “earned” during 2009 under the Company’s Long-Term
Incentive Plan, which calls for such award to be “banked” until the end of that
multi-year cycle.  The particular multi-year cycle in this instance is
a 2-year cycle: 2009 and 2010.  Upon approval by the Compensation
Committee in February 2010 and filing of the Company’s Form 10-K in early March
2010, the Company issued Mr. Villoutreix restricted shares in March 2010, which
are scheduled to vest following the completion of performance against the
objectives of the 2010 portion of the multi-year cycle (which will similarly be
determined  in March 2011).

    The
numbers of shares of “Estimated Future Payouts Under Equity Incentive Plan
Awards” presented in the table “2010 Grants of Plan-Based Awards” represents the
estimated award opportunities for the 2010 portion of the multi-year cycle of
the Long-Term Incentive Plan, as that is what is subject to being “earned” in
2010.   Thus, since that $3.5 million share-based award was
“earned” during 2009, the value was reported as “Stock Awards” in the table
titled, “2009 Summary Compensation Table,” but based on our understanding of the
rules for the table this share award was not included in the table titled, “2010
Grants of Plan-Based Awards” as it is not subject to being “earned” in
2010.  The $3.5 million share-based award also was not included in the
table titled “2009 Outstanding Equity Awards at Fiscal Year-End” since the
related restricted shares had not yet been issued (restricted shares were issued
subsequent to filing of the Form 10-K and Proxy Statement).  Although
it was subject to being “earned” in 2009, the associated restricted shares were
not issued until March 2010 following filing of the Form 10-K and Proxy
Statement.

    *           *           *           *           *

    In
connection with your comments and our response to your comments, we acknowledge
that:

              ·

              The
      Company is responsible for the adequacy and accuracy of the disclosure in
      the filing;

              ·

              Staff
      comments or changes to disclosure in response to staff comments do not
      foreclose the Commission from taking any action with respect to the
      filing; and

              ·

              The
      Company may not assert staff comments as a defense in any proceeding
      initiated by the Commission or any person under the federal securities
      laws of the United States.

    We are
hopeful that this letter resolves the Staff’s concerns with regard to this
comment.  If it does not, we would appreciate the opportunity to
discuss the comment with you.  Please call me at (770) 569-4278 to
arrange for a mutually convenient time to discuss the Company’s response and any
additional questions that the Commission may have.

    Sincerely,

    /s/ John
W. Rumely, Jr.

    John W.
Rumely, Jr.

    Secretary
and General

CORRESP
1
filename1.htm

    June 7,
2010                                                                                Via
Edgar

    Mr. John
Reynolds

    Assistant
Director

    United
States Securities and Exchange Commission

    450th Fifth
Street

    Washington,
D.C.  20549-0405

              Re:

              Schweitzer-Mauduit
      International, Inc.

    Comment Letter from the Securities and
Exchange Commission dated May 27, 2010

    Form 10-K Fiscal Year ended December
31, 2009 and

    Definitive Proxy Statement on Schedule
14A filed March 8, 2010

    File No. 001-13948

    Dear Mr.
Reynolds:

    This
acknowledges Schweitzer-Mauduit International, Inc.’s (the “Company”) receipt of
your comment letter dated May 27, 2010 addressed to Frederic Villoutreix, Chief
Executive Officer.

    We are in
the process of reviewing your comments internally and will need to also review
your comments and our responses with our external auditors and
counsel.  Due to time constraints and prior travel commitments of
certain critical personnel, we do not expect to be in a position to properly
respond to your letter immediately.  We expect to be able to respond
to the Commission’s comments by July 16, 2010.

    If the
proposed timing for the Company’s response presents a problem, please contact me
on (770) 569-4278.

    In
connection with your comments and our expected response to your comments, we
acknowledge that:

              ·

              The
      Company is responsible for the adequacy and accuracy of the disclosure in
      the filing;

              ·

              Staff
      comments or changes to disclosure in response to staff comments do not
      foreclose the Commission from taking any action with respect to the
      filing; and

              ·

              The
      Company may not assert staff comments as a defense in any proceeding
      initiated by the Commission or any person under the federal securities
      laws of the United States.

    Thank you
for you interest and assistance in our compliance with the applicable disclosure
requirements.

    Sincerely,

    /s/ John
W. Rumely, Jr.

    John W.
Rumely, Jr.

    Secretary
and General Counsel

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

       DIVISION OF
CORPORATION FINANCE

MAIL STOP 3561

         May 27, 2010  Mr. Frederic Villoutreix Chief Executive Officer Schweitzer-Mauduit International, Inc. 100 North Point Center East Alpharetta, GA 30022-8246

Re: Schweitzer-Mauduit International, Inc.
 Form 10-K for Fiscal Year Ended December 31, 2009
Filed March 8, 2010
 File No. 001-13948    Schedule 14A  Filed March 8, 2010
Dear Mr. Villoutreix:
 We have reviewed your filing and have the following comments.  Where
indicated, we think you should re vise 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 deta iled as necessary in your explanation.  In
some comments, we have asked you to provide us with additional information so we may
better understand your disclosure.  Please do so within the time fram e set forth below.
You should comply with the remaining comment s in all future filings, as applicable.
Please confirm in writing that you will do so and also explain to us how you intend to
comply, within the time frame set forth below.   Please understand that after our review of
all of your responses, we may raise additional comments.

 Please understand that the purpose of our re view 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 any other aspect of our
review.  Feel free to call us at the telephone numbers listed at the end of this letter.

Mr. Frederic Villoutreix
Schweitzer-Mauduit International, Inc.
May 27, 2010
Page 2

Form 10-K for Fiscal Year Ended December 31, 2009
 Item 7. Management’s Discussion and Analys is of Financial Condition and Results of
Operations, page 25
 1. We note your presentation of ‘net sales at constant currency’, ‘EPS excluding
restructuring and impairment expenses – d iluted,’ ‘EPS adjusted for share dilution,’
and ‘EBIT’ in your fourth quarter 2009 ear nings conference materials.  We further
note your presentation of ‘free cash flow’ in Ex. 99.1 to your February 10, 2010 Form
8-K.  These appear to be non-GAAP measur es as defined by Regulation G and Item
10(e) of Regulation S-K as they are not required by GAAP, Commission rules or
appear to be required by a syst em of regulation that  is applicable to the Company.  To
the extent you disclose or release publicly any material information that includes a
non-GAAP measure, you please label the m easures as non-GAAP and provide a
reconciliation to the most clearly comparable  GAAP measures.  Please confirm to us
that you will comply with the applicable non-GAAP requirements for any non-GAAP measures you provide in the future.
Results of Operations, page 30

 Year Ended December 31, 2009 Compared with the Year Ended December 31, 2008,
page 30
 Net Sales, page 30

 2. We note that you exited the Brazil coated pa pers business (page 31) and closed the
Lee Mills (page 61) in 2008, and you closed the finished tipping mill in Malaucène,
France in the fourth quarter of 2009 (page 25).  We further note your disclosure of the
sales decreases resulting from these actions  on pages 31 and 34.  Please tell us if the
coated papers business or either of the mills represents a component of the entity, as defined in ASC 205-20-20 (formerly paragraph 41 of SFAS 144).  If so, also explain
to us how you considered the guidance in ASC 205-20-45-1 (formerly paragraph 42
of SFAS 144) and ASC 205-20-50-4, 50-6, and 55-4 through 55-24 (formerly EITF
03-13) in determining that none  of these actions represents a disposal that should be
reported as discont inued operations.
 Outlook, page 42

 Lower Ignition Propensity Ci garette Papers, page 43

 3. We note that the Company filed a patent  infringement action on February 8, 2010
against four defendants alleging infringement  of the Company’s United States Patent
Number 6,725,867 and that such adversarial proceedings present uncertainties and
risks, which could include invalidation of th e patent in dispute, a change in the scope
of the patent claims, or an adverse dete rmination on the question of infringement,

Mr. Frederic Villoutreix
Schweitzer-Mauduit International, Inc.
May 27, 2010
Page 3

among others.  Please tell us how you consid ered the MD&A, subsequent events and
commitments and contingencies disclosure requi rements, as applicable, for this patent
infringement action and the rela ted risks and uncertainties.
 Glossary of Terms, page 98

 4. We note in your definition of “Adjusted EBITDA” that one of the items you deduct
from net income is loss from equity a ffiliates.  Based on your  reconciliation to
Adjusted EBITDA on page 24, it appears to us that you do not adjust for income (loss) from equity affiliates.  Pleas e revise your definition or advise.
 Exhibits

 5. We note the discussion on page three and el sewhere that you are th e sole supplier of
on-line banded cigarette papers for use in LI P cigarettes to Phillip Morris-USA for its
U.S. requirements.  It was unclear to us wh ether this agreement had been filed or was
included as part of your Fine Papers Supply Agreement.  If  so, please advise.  If not,
please advise what consideration you gave to Item 601(b)(10) of Regulation S-K as it
relates to this agreement.
 Schedule 14A, filed March 8, 2010

 General

 6. We note your disclosure in response to Item 402(s) of Regulation S-K.  Please
describe the process you undertook to reach the conclusion that disclosure is not
necessary.
 Comprehensive Compensation Di scussion & Analysis, page 13

 7. It was unclear to us why your Grants of Plan-Based Awards table did not contain a
column reporting grant date fair value or how  this disclosure reconciled back to your
2009 Summary Compensation Table. For exampl e, we were unable to tell where the
$3.5 million stock award to Mr. Villoutreix was presented in the table.  Please advise.
  As appropriate, please respond to these co mments within 10 business days or tell
us when you will provide us with a response.    Please furnish a cover letter that keys
your responses to our comments and provide s any requested information or proposed
disclosure.  Detailed cover letters greatly faci litate our review.  Plea se understand that we
may have additional comments after reviewing your responses to our comments.    We urge all persons who are responsi ble for the accuracy and adequacy of the
disclosure in the filing to be certain that the filing includes all in formation required under
the Securities Exchange Act of 1934 and th at they have provided all information
investors require for an informed invest ment decision.  Since the company and its

Mr. Frederic Villoutreix
Schweitzer-Mauduit International, Inc.
May 27, 2010
Page 4

management are in possession of all facts re lating to a company’s disclosure, they are
responsible for the accuracy and adequacy of the disclosures they have made.
 In connection with responding to our comments, please provide, in writing, a
statement from the company acknowledging that:  ‚ the company is responsible for the adequacy  and accuracy of the disclosure in the
filing;
‚ staff comments or changes to disclosure  in response to staff comments do not
foreclose the Commission from taking any action with respect to the filing; and

‚ the company may not assert staff comments as a defense in any proceeding initiated
by the Commission or any person under the federal securities laws of the United States.
 In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filing or in response to our comments on your filing.     You may contact Brian McAllister at ( 202) 551-3341 or Dave Walz at (202) 551-
3358 if you have questions regarding comments on the financial statements and related
matters. Please contact Jay Williamson at  (202) 551-3393 with any other questions.

Sincerely,

John Reynolds Assistant Director

Mail Stop 3561

        November 12, 2008   Wayne H. Deitrich Chairman of the Board and Chief Executive Officer Schweitzer-Mauduit International, Inc. 100 North Point Center East Suite 600 Alpharetta, GA  30022-8246

Re: Schweitzer-Mauduit International, Inc.
 Form 10-K/A for Fiscal Year Ended December 31, 2007  Filed November 6, 2008  Definitive Proxy Statement on Schedule 14A  Filed March 7, 2008  File No. 001-13948

Dear Mr. Deitrich:
 We have completed our review of your filings and have no further comments at
this time.
Sincerely,

John Reynolds Assistant Director

CORRESP
1
filename1.htm

October 31,
2008

Mr. John Reynolds

Assistant Director

United States Securities
and Exchange Commission

450 Fifth Street

Washington, D.C.  20549-0405

  Re:

  Response
  of Schweitzer-Mauduit International, Inc.

  to
  Comment Letter from the Securities and Exchange

  Commission
  dated October 15, 2008

  Commenting
  on Form 10-K/A for Fiscal Year Ended December 31, 2007

  Filed October 7, 2008

  Definitive
  Proxy Statement on Schedule 14A

  Filed
  March 7, 2008

  File
  No. 001-13948

Dear Mr. Reynolds:

Attached is
the response of Schweitzer-Mauduit International, Inc. (the “Company” or “registrant”
or “SWM”) to the Securities and Exchange Commission’s (the “Commission” or “Staff”)
comment dated October 15, 2008 to the Company’s Form 10-K/A filed October 7,
2008 in connection with its response dated October 8, 2008 in conjunction
with the original comment letter from the Commission dated July 1, 2008 on
the above identified disclosure documents filed by the Company. We have
attempted to fully respond and to provide information that would assist in more
fully understanding our disclosures.

The
Company’s response to the Commission’s comment follows as set forth in your October 15,
2008 letter.

Form 10-K/A for Fiscal Year Ended December 31,
2007

Certifications required under Rules 13a-14(a) and
15d–14(a) of the Securities Exchange Act of 1934

1.                                       We
note that you did not file new Section 302 certifications with the
amendment.  Please file new Section 302
certifications.  See SEC Release Nos.
33-8238; 34-47986, which is available at:
http://www.sec.gov/rules/final/33-8238.htm.

Response:  In response to this comment, we have drafted
Amendment No. 2 to our
Form 10-K for the year-ended December 31, 2007, which
incorporates new Section 302 certifications.  Please review the attached draft
filing, and if it is acceptable to you, we will file the document as resolution
to this matter.

We
are hopeful that this letter resolves the Staff’s concerns with regard to this
comment.  If it does not, we would appreciate the
opportunity to discuss the comment with you.
Please call me at (770) 569-4278 to arrange for a mutually convenient
time to discuss the Company’s response and any additional questions that the
Commission may have.

  Sincerely,

  /s/John W.
  Rumely, Jr.

  John W.
  Rumely, Jr.

  General Counsel

CC:  David Link, Division of Corporation Finance

DRAFT

UNITED
STATES

SECURITIES AND
EXCHANGE COMMISSION

Washington,
D.C. 20549

FORM 10-K/A

(Amendment No. 2)

(Mark One)

  x

  ANNUAL
  REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
  ACT OF 1934

  For
  the fiscal year ended December 31, 2007

  OR

  o

  TRANSITION
  REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
  ACT OF 1934

For the transition
period from

to

1-13948

(Commission file number)

SCHWEITZER-MAUDUIT INTERNATIONAL, INC.

(Exact name of registrant
as specified in its charter)

  Delaware

  62-1612879

  (State or other jurisdiction of

  (I.R.S. Employer

  incorporation or organization)

  Identification No.)

  100 North Point Center East,
  Suite 600

  Alpharetta, Georgia

  30022-8246

  (Address of principal executive offices)

  (Zip Code)

1-800-514-0186

(Registrant’s
telephone number, including area code)

Securities Registered Pursuant to Section 12(b) of the Act:

  Title of each class

  Name of exchange on which registered

  Common stock, par value $0.10 per share

  New York Stock Exchange, Inc.

  (together with associated preferred stock purchase
  rights)

Securities
Registered Pursuant to Section 12(g) of the Act: None

Indicate by check
mark if the registrant is a well-known seasoned issuer, as defined by Rule 405
of the Securities Act.  Yes x
No o

Indicate by check
mark if the registrant is not required to file reports pursuant to Section 13
or Section 15(d) of the Act.
Yes x No o

Indicate by check
mark whether the registrant: (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934
during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days. Yes x
No o

Indicate by check
mark if disclosure of delinquent filers pursuant to Item 405 of
Regulation S-K is not contained herein, and will not be contained, to the
best of registrant’s knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. o

   Indicate by check mark whether the registrant is a
large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller
reporting company. See definitions of “large accelerated filer,” “accelerated
filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
(Check one):

  Large
  accelerated filer o

  Accelerated
  filer x

  Non-accelerated
  filer o

  Smaller
  reporting company o

  (Do not check if a smaller

  reporting company)

Indicate by check
mark whether the registrant is a shell company (as defined in Rule 12b-2
of the Exchange Act).  Yes o
No x

   The
aggregate market value of the outstanding common stock, par value $0.10 per
share (the “Common Stock”), held by non-affiliates of the registrant as of June 29,
2007 (the last business day of the registrant’s most recently completed second
fiscal quarter) was $480.7 million, based on the last sale price for the Common
Stock of $31.00 per share as reported on the New York Stock Exchange on said
date. For purposes of the foregoing sentence only, all directors and executive
officers are assumed to be affiliates.

There were
15,491,609 shares of Common Stock issued and outstanding as of February 29,
2008.

DOCUMENTS
INCORPORATED BY REFERENCE

Portions of the
Registrant’s definitive Proxy Statement relating to its 2008 Annual Meeting of
Stockholders scheduled to be held on April 24, 2008 (“the 2008 Proxy
Statement”) and filed pursuant to Regulation 14A are incorporated by reference
into Part III of this Form 10-K.

DRAFT

EXPLANATORY
NOTE

This Second Amendment is
being filed solely to include the Certifications of the Chief Executive Officer
and Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002 to the First Amendment, which was filed with the Securities and
Exchange Commission on October 7, 2008, and incorporated by reference the
Proxy Statement’s “Comprehensive Compensation Discussion and Analysis” in Part III.,
Item 11, Executive Compensation, of our Annual Report on Form 10-K, and
does not amend or update any other part of that annual report.

DRAFT

PART III.

Item 11.  Executive Compensation

The
information in the section of the 2008 Proxy Statement captioned “Executive
Compensation,” including the item captioned “Comprehensive Compensation
Discussion and Analysis,” is incorporated in this Item 11 by reference.

DRAFT

PART 1V.

3. Exhibits

  Exhibit

  Number

  Exhibit

  * 31.1

  Certification of the Chief
  Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of
  2002.

  * 31.2

  Certification of the Chief
  Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of
  2002.

* Filed herewith.

DRAFT

SIGNATURES

Pursuant to the
requirements of Section 13 or 15(d) of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized.

  SCHWEITZER-MAUDUIT INTERNATIONAL, INC.

  By:

  /s/ WAYNE H. DEITRICH

  Wayne H. Deitrich

  Chairman of the Board and

  Chief Executive Officer

  Dated: November x, 2008

  (principal executive officer)

Pursuant
to the requirements of the Securities Exchange Act of 1934, this report has
been signed below by the following persons on behalf of the registrant and in
the capacities and on the dates indicated.

  Name

  Position

  Date

  /s/WAYNE H. DEITRICH

  Chairman of the Board and

  November x, 2008

  Wayne H. Deitrich

  Chief Executive Officer

  (principal executive officer)

  /s/TORBEN WETCHE

  Chief Financial Officer

  November x, 2008

  Torben Wetche

  and Treasurer

  (principal financial officer)

  /s/MARK A. SPEARS

  Controller

  November x, 2008

  Mark A. Spears

  (principal accounting officer)

  *

  Chief Operating Officer

  November x, 2008

  Frédéric P. Villoutreix

  Director

  *

  Director

  November x, 2008

  Claire L. Arnold

  *

  Director

  November x, 2008

  K.C. Caldabaugh

  *

  Director

  November x, 2008

  William Finn

  *

  Director

  November x, 2008

  Richard D. Jackson

  *

  Director

  November x, 2008

  Robert F. McCullough

  *By:

  /s/JOHN W. RUMELY, JR.

  November x, 2008

  John W. Rumely, Jr.

  Attorney-In-Fact

DRAFT

EXHIBIT
31.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER

PURSUANT TO SECTION 302 OF THE
SARBANES-OXLEY ACT OF 2002

I, Wayne H. Deitrich, certify that:

1.               I have reviewed the report on Form 10-K/A
of Schweitzer-Mauduit International, Inc. (the “Registrant”);

2.               Based on my knowledge, this report does not contain any untrue statement
of a material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements were
made, not misleading with respect to the period covered by this report;

3.               The Registrant’s other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over
financial reporting (as defined in Exchange Act Rules 13a-15(f) and
15d-15(f)) for the Registrant and have:

a)              Designed such disclosure controls and procedures, or caused such
disclosure controls and procedures to be designed under our supervision, to
ensure that material information relating to the Registrant, including its
consolidated subsidiaries, is made known to us by others within those entities,
particularly during the period in which this report is being prepared;

b)             Designed such internal control over financial reporting, or caused such
internal control over financial reporting to be designed under our supervision,
to provide reasonable assurance regarding the reliability of financial
reporting and the preparation of financial statements for external purposes in
accordance with generally accepted accounting principles.

4.               The Registrant’s other certifying officer and I have disclosed, based on
our most recent evaluation of internal control over financial reporting, to the
Registrant’s auditors and the audit committee of the Registrant’s board of
directors (or persons performing the equivalent functions):

a)              All significant deficiencies and material weaknesses in the design or
operation of internal control over financial reporting which are reasonably
likely to adversely affect the Registrant’s ability to record, process,
summarize and report financial information; and

b)             Any fraud, whether or not material, that involves management or other
employees who have a significant role in the Registrant’s internal control over
financial reporting.

Date:  November x, 2008

  Wayne
  H. Deitrich

  Chairman
  of the Board and

  Chief
  Executive Officer

A signed original of this
written statement required by Section 302 of the Sarbanes-Oxley Act of
2002 has been provided to the Company and will be retained by the Company and
furnished to the Securities and Exchange Commission or its staff upon request.

DRAFT

EXHIBIT
31.2

CERTIFICATION OF CHIEF EXECUTIVE OFFICER

PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY
ACT OF 2002

I, Torben Wetche, certify that:

1.               I have reviewed the report on Form 10-K/A
of Schweitzer-Mauduit International, Inc. (the “Registrant”);

2.               Based
on my knowledge, this report does not contain any untrue statement of a
material fact or omit to state a material fact necessary to make the statements
made, in light of the circumstances under which such statements were made, not
misleading with respect to the period covered by this report;

3.               The
Registrant’s other certifying officer and I are responsible for establishing
and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and
15d-15(e)) and internal control over financial reporting (as defined in
Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Registrant and
have:

a)              Designed
such disclosure controls and procedures, or caused such disclosure controls and
procedures to be designed under our supervision, to ensure that material
information relating to the Registrant, including its consolidated
subsidiaries, is made known to us by others within those entities, particularly
during the period in which this report is being prepared;

b)             Designed
such internal control over financial reporting, or caused such internal control
over financial reporting to be designed under our supervision, to provide
reasonable assurance regarding the reliability of financial reporting and the
preparation of financial statements for external purposes in accordance with
generally accepted accounting principles.

4.               The
Registrant’s other certifying officer and I have disclosed, based on our most
recent evaluation of internal control over financial reporting, to the Registrant’s
auditors and the audit committee of the Registrant’s board of directors (or
persons performing the equivalent functions):

a)              All
significant deficiencies and material weaknesses in the design or operation of
internal control over financial reporting which are reasonably likely to
adversely affect the Registrant’s ability to record, process, summarize and
report financial information; and

b)             Any
fraud, whether or not material, that involves management or other employees who
have a significant role in the Registrant’s internal control over financial
reporting.

Date:  November x, 2008

  Torben
  Wetche

  Chief Financial Officer and

  Treasurer

A signed original of this
written statement required by Section 302 of the Sarbanes-Oxley Act of
2002 has been provided to the Company and will be retained by the Company and
furnished to the Securities and Exchange Commission or its staff upon request.

Mail Stop 3561

        October 15, 2008   Wayne H. Deitrich Chairman of the Board and Chief Executive Officer Schweitzer-Mauduit International, Inc. 100 North Point Center East Suite 600 Alpharetta, GA  30022-8246

Re: Schweitzer-Mauduit International, Inc.
 Form 10-K/A for Fiscal Year Ended December 31, 2007  Filed October 7, 2008  Definitive Proxy Statement on Schedule 14A  Filed March 7, 2008  File No. 001-13948

Dear Mr. Deitrich:
 We have reviewed your filings and have the following comment.  Where
indicated, we think you should revise your document in response to this comment.  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.  Please do so within the time frame set forth below.  Please understand that after our review of your response, we may 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 filings.  We look forward to working with you in these respects.  We welcome any questions you may have about our  comment or any other aspect of our
review.  Feel free to call us at the telephone numbers listed at the end of this letter.

Wayne H. Deitrich
Schweitzer-Mauduit International, Inc. October 15, 2008 Page 2
 Form 10-K/A for Fiscal Year Ended December 31, 2007

 Certifications required under Rules 13a-14(a)  and 15d-14(a) of the Securities Exchange
Act of 1934
  1. We note that you did not file new Section 302 certifications with the amendment.
Please file new Section 302 certifications.  See SEC Release Nos. 33-8238; 34-47986, which is available at: http://www.sec.gov/rules/final/33-8238.htm.

* * * * *

As appropriate, please amend your filing and respond to this comment within 10
business days or tell us when you will provide us with a response.  You may wish to provide us with marked copies of the amendment to expedite our review.  Please furnish a cover letter with your amendment that keys your response to our comment and provides any requested information.  Detailed cover letters greatly facilitate our review.  Please understand that we may have additional comments after reviewing your amendment and response to our comment.
You may contact John Archfield at ( 202) 551-3315 or Ryan Milne at (202) 551-
3688 if you have questions regarding comments on the financial statements and related matters.  Please contact Damon Colbert at  (202) 551-3581 or David Link at (202) 551-
3356 with any other questions.
Sincerely,

John Reynolds Assistant Director

CORRESP
1
filename1.htm

October 8,
2008

Mr. John Reynolds

Assistant Director

United States Securities
and Exchange Commission

450 Fifth Street

Washington, D.C.  20549-0405

  Re:

  Response of Schweitzer-Mauduit
  International, Inc.

  to Comment Letter from the Securities and Exchange

  Commission dated September 30, 2008

  Commenting on Form 10-K for the year ended
  December 31, 2007 filed March 7, 2008

  File No. 001-13948

  Definitive Proxy Statement on
  Schedule 14A

  Filed March 7, 2008

  File No. 001-13948

Dear Mr. Reynolds:

Attached
is the response of Schweitzer-Mauduit International, Inc. (the “Company”
or “registrant” or “SWM”) to the Securities and Exchange Commission’s (the
“Commission” or “Staff”) comment dated September 30, 2008 to the Company’s
response dated September 25, 2008 in conjunction with the original comment
letter from the Commission dated July 1, 2008 on the above identified
disclosure documents filed by the Company. We have attempted to fully respond
and to provide information that would assist in more fully understanding our
disclosures.

The
Company’s response to the Commission’s comment follows as set forth in your September 30,
2008 letter.

Form 10-K for Fiscal Year Ended December 31,
2007

Item 11. Executive Compensation, page 97

1.                                       We
note your response to comment five in our letter dated July 1, 2008, and
we reissue that comment.  We note your
statement that your disclosure under “Comprehensive Compensation Discussion and
Analysis” in your definitive proxy statement is not incorporated by reference
from your definitive proxy statement. We also note that your disclosure under
“Comprehensive Compensation Discussion and Analysis” appears to furnish the
information required by Item 402(b) of Regulation S-K and that the
Compensation Committee Report on page 25 of your definitive proxy
statement states: “the Compensation Committee recommended to the Board of
Directors that the Comprehensive Compensation Discussion & Analysis be
included in the Company’s Proxy Statement and incorporated by reference in the
Company’s Annual Report in its Form 10-K.” Please amend your filing so
that it complies with Item 11 of Form 10-K.

Response:  As a result of the reissuance of this
comment, we have now filed on October 7, 2008, Amendment No. 1 to our Form 10-K for the year-ended December 31,
2007 to amend Item 11.  As expressed in our prior responses, we felt
that shareholders had been provided with and were fully informed of the
information that is now being
incorporated by reference into Item 11 of the Form 10-K.  Since the Commission rejected our proposal to
“cure” an inadvertent omission of this information from our Form 10-K by
incorporating it into our upcoming filing on Form 10-Q, we acceded
to your request.

We
are hopeful that this letter resolves the Staff’s concerns with regard to this
comment.  If it does not, we would appreciate the
opportunity to discuss the comment with you.
Please call me at (770) 569-4278 to arrange for a mutually convenient
time to discuss the Company’s response and any additional questions that the
Commission may have.

  Sincerely,

  /s/ John W.
  Rumely, Jr.

  John W.
  Rumely, Jr.

  General Counsel

CC:  David Link, Division of Corporation Finance

2

Mail Stop 3561

        September 30, 2008   Wayne H. Deitrich Chairman of the Board and Chief Executive Officer Schweitzer-Mauduit International, Inc. 100 North Point Center East Suite 600 Alpharetta, GA  30022-8246

Re: Schweitzer-Mauduit International, Inc.
 Form 10-K for Fiscal Year Ended December 31, 2007  Filed March 7, 2008  Definitive Proxy Statement on Schedule 14A  Filed March 7, 2008  File No. 001-13948

Dear Mr. Deitrich:
 We have reviewed your filings and have the following comment.  Where
indicated, we think you should revise your document in response to this comment.  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.  Please do so within the time frame set forth below.  Please understand that after our review of your response, we may 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 filings.  We look forward to working with you in these respects.  We welcome any questions you may have about our  comment or any other aspect of our
review.  Feel free to call us at the telephone numbers listed at the end of this letter.

Wayne H. Deitrich
Schweitzer-Mauduit International, Inc. September 30, 2008 Page 2
 Form 10-K for Fiscal Year Ended December 31, 2007

 Item 11.  Executive Compensation, page 97

  1. We note your response to comment one in our letter dated September 11, 2008,
and we reissue that comment.  We note your statement that your disclosure under “Comprehensive Compensation Discussion and Analysis” in your definitive proxy statement is not incorporated by reference from your definitive proxy statement.  We also note that your disclosure under “Comprehensive Compensation Discussion and Analysis” appears to furnish the information required by Item 402(b) of Regulation S-K and that the Compensation Committee Report on page 25 of your definitive proxy statement states: “the Compensation Committee recommended to the Board of Directors that the Comprehensive Compensation Discussion & Analysis be included in the Company’s Proxy Statement and incorporated by reference in the Company’s Annual Report in its Form 10-K.”  Please amend your filing so that it complies with Item 11 of Form 10-K.

* * * * *

As appropriate, please amend your filing and respond to this comment within 10
business days or tell us when you will provide us with a response.  You may wish to provide us with marked copies of the amendment to expedite our review.  Please furnish a cover letter with your amendment that keys your response to our comment and provides any requested information.  Detailed cover letters greatly facilitate our review.  Please understand that we may have additional comments after reviewing your amendment and response to our comment.
You may contact John Archfield at ( 202) 551-3315 or Ryan Milne at (202) 551-
3688 if you have questions regarding comments on the financial statements and related matters.  Please contact Damon Colbert at  (202) 551-3581 or David Link at (202) 551-
3356 with any other questions.
Sincerely,

John Reynolds Assistant Director

CORRESP
1
filename1.htm

September 26,
2008

Mr. John Reynolds

Assistant Director

United States Securities
and Exchange Commission

450 Fifth Street

Washington, D.C.  20549-0405

  Re:

  Response
  of Schweitzer-Mauduit International, Inc.

  to
  Comment Letter from the Securities and Exchange

  Commission
  dated September 11, 2008

  Commenting
  on Form 10-K for the year ended December 31, 2007 filed

  March 7,
  2008

  File
  No. 001-13948

  Definitive
  Proxy Statement on Schedule 14A

  Filed
  March 7, 2008

  File
  No. 001-13948

Dear Mr. Reynolds:

Attached
is the response of Schweitzer-Mauduit International, Inc. (the “Company”
or “registrant” or “SWM”) to the Securities and Exchange Commission’s (the “Commission”
or “Staff”) comments dated September 11, 2008 to the Company’s response
dated August 21, 2008 to the original comment letter from the Commission
dated July 1, 2008 on the above identified disclosure documents filed by
the Company. We have attempted to fully respond and to provide information that
would assist in more fully understanding our disclosures.

The
Company’s responses to the Commission’s comments follow in the same order set
forth in your September 11, 2008 letter.

Form 10-K for Fiscal Year Ended December 31,
2007

Item 11. Executive Compensation, page 97

1.             We
note your response to comment five in our letter dated July 1, 2008, and
we reissue that comment.  We note your statement
that your disclosure under “Comprehensive Compensation Discussion and Analysis”
in your definitive proxy statement is not incorporated by reference from your
definitive proxy statement. We also note that your disclosure under “Comprehensive
Compensation Discussion and Analysis” appears to furnish the information
required by Item 402(b) of Regulation S-K and that the Compensation
Committee Report on page 25 of your definitive proxy statement states: “the
Compensation Committee recommended to the Board of Directors that the
Comprehensive Compensation Discussion & Analysis be included in the
Company’s Proxy Statement and incorporated by reference in the Company’s Annual
Report in its Form 10-K.” Please amend your filing so that it complies
with Item 11 of Form 10-K.

Response:  We
ask the Commission to reconsider its position on requiring the Company to amend
the Form 10-K for the year-ended December 31, 2007 on the grounds
that investors have been fully informed of the Company’s executive compensation
practices by virtue of the fact that the Company’s 2008 Proxy Statement,
including the Comprehensive Compensation Discussion and Analysis, is on file
with the Commission and was physically provided to all shareholders together
with our Form 10-K.   The material quantitative information relevant
to either a shareholder’s decision on how to vote shares or to an investor’s
decision on whether or not to buy or sell the Company’s common stock was
disclosed in the elements of the 2008 Proxy Statement that were incorporated by
reference into the Form 10-K or were clearly available and provided to
shareholders in our 2008 Proxy Statement.
Consequently, we believe an amendment of the Form 10-K serves no
effective purpose at this time other than to cure a technical oversight in our Form 10-K
filing.

Further, we note that certain comments of the SEC
Advisory Committee on Improvements to Financial Reporting put forth that there
has been an overabundance of amended filings and restatements for a number of
reasons.  We submit that filing an
amended Form 10-K at this time regarding this technical correction only
serves to underscore the advisory committee’s observation, especially in this
circumstance when the shareholders and prospective shareholders will obtain no
new information from such an amended filing and may only serve to confuse them
or cause them concern over a matter for which they should  have no concern.

If the Commission is concerned that our Comprehensive
Compensation Discussion and Analysis is not subject to the provisions of the  Exchange Act of 1934, since it was not
incorporated by reference into any filing governed by that act,  we believe that any such deficiency could be
addressed by the Company  incorporating  the

2

Comprehensive Compensation Discussion and Analysis by
reference  into our filing on Form 10-Q
for the third quarter. We are prepared to do this if the Commission would
accept this as an alternative to amending our filing on Form 10-K.  Going forward, we would also incorporate the
Comprehensive Compensation Discussion and Analysis in our future filings on Form 10-K
as indicated in our letter dated August 21, 2008.

Restricted Stock
Plan-Performance Shares: Year 2007 of 2007-2008 Award  Opportunity,
page 18

Performance Objectives, page 19

2.             We note your response
to comment seven in our letter dated July 1, 2008. To the extent that it
is appropriate to omit specific targets, please provide the disclosure pursuant
to Instruction 4 to Item 402(b). General statements regarding the level of
difficulty, or ease, associated with achieving performance goals either
corporately or individually are not sufficient. In discussing how likely it
will be for the company to achieve the target levels or other factors, provide
as much detail as necessary without providing information that poses a
reasonable risk of competitive harm.

Response:
 The Company agrees that to the extent it
omits specific performance targets in its future incentive compensation
disclosures, it will undertake to make the appropriate disclosure required by
Instruction 4 to Item 402(b).

We
are hopeful that this letter resolves the Staff’s concerns with regard to these
comments.  If it does not, we would appreciate the
opportunity to discuss the comments with you.
Please call me at (770) 569-4278 to arrange for a mutually convenient
time to discuss the Company’s responses and any additional questions that the
Commission may have.

  Sincerely,

  /s/ JOHN W. RUMELY, JR.

  John W.
  Rumely, Jr.

  General Counsel

CC:  David Link, Division of Corporation Finance

3

Mail Stop 3561

        September 11, 2008   Wayne H. Deitrich Chairman of the Board and Chief Executive Officer Schweitzer-Mauduit International, Inc. 100 North Point Center East Suite 600 Alpharetta, GA  30022-8246

Re: Schweitzer-Mauduit International, Inc.
 Form 10-K for Fiscal Year Ended December 31, 2007  Filed March 7, 2008  File No. 001-13948  Definitive Proxy Statement on Schedule 14A  Filed March 7, 2008  File No. 001-13948

Dear Mr. Deitrich:
 We have reviewed your filings and have 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.  Please do so within the time frame set forth below.  You should comply with the remaining comment in all future filings, as applicable.  Please confirm in writing that you will do so and also explain to us how you intend to comply, within the time frame set forth below.  Please understand that after our review of all of your responses, we may 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 filings.  We look forward to working with you in these respects.  We welcome any questions you may have about our comments or any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.

Wayne H. Deitrich
Schweitzer-Mauduit International, Inc. September 11, 2008 Page 2
 Form 10-K for Fiscal Year Ended December 31, 2007

 Item 11.  Executive Compensation, page 97

  1. We note your response to comment five in our letter dated July 1, 2008, and we
reissue that comment.  We note your statement that your disclosure under “Comprehensive Compensation Discussion and Analysis” in your definitive proxy statement is not incorporated by reference from your definitive proxy statement.  We also note that your disclosure under “Comprehensive Compensation Discussion and Analysis” appears to furnish the information required by Item 402(b) of Regulation S-K and that the Compensation Committee Report on page 25 of your definitive proxy statement states: “the Compensation Committee recommended to the Board of Directors that the Comprehensive Compensation Discussion & Analysis be included in the Company’s Proxy Statement and incorporated by reference in the Company’s Annual Report in its Form 10-K.”  Please amend your filing so that it complies with Item 11 of Form 10-K.
  Definitive Proxy Statement on Schedule 14A

 Restricted Stock Plan—Performance Shares: Year 2007 of 2007-2008 Award
Opportunity, page 18
 Performance Objectives, page 19

 2. We note your response to comment seven in our letter dated July 1, 2008.  To the
extent that it is appropriate to omit specific targets in your future filings, please provide the disclosure pursuant to Instruction 4 to Item 402(b).  General statements regarding the level of difficulty, or ease, associated with achieving performance goals either corporately or individually are not sufficient.  In discussing how likely it will be for the company to achieve the target levels or other factors, provide as much detail as necessary without providing information that poses a reasonable risk of competitive harm.

* * * * *

As appropriate, please amend your filing and respond to these comments within
10 business days or tell us when you will provide us with a response.  You may wish to provide us with marked copies of the amendment to expedite our review.  Please furnish a cover letter with your amendment that keys your responses to our comments and

Wayne H. Deitrich
Schweitzer-Mauduit International, Inc. September 11, 2008 Page 3
 provides any requested information.  Detailed cover letters greatly facilitate our review.
Please understand that we may have additional comments after reviewing your amendment and responses to our comments.
You may contact John Archfield at ( 202) 551-3315 or Ryan Milne at (202) 551-
3688 if you have questions regarding comments on the financial statements and related matters.  Please contact Damon Colbert at  (202) 551-3581 or David Link at (202) 551-
3356 with any other questions.
Sincerely,

John Reynolds Assistant Director

CORRESP
1
filename1.htm

August 21,
2008

Mr. John Reynolds

Assistant Director

United States Securities
and Exchange Commission

450 Fifth Street

Washington, D.C.  20549-0405

Re:          Response
of Schweitzer-Mauduit International, Inc.

to
Comment Letter from the Securities and Exchange

Commission
dated July 1, 2008

Commenting
on Form 10-K for the year ended December 31, 2007 filed March 7,
2008

File
No. 001-13948

Definitive
Proxy Statement on Schedule 14A

Filed March 7, 2008

File No. 001-13948

Dear Mr. Reynolds:

Attached
is the response of Schweitzer-Mauduit International, Inc. (the “Company”
or “registrant” or “SWM”) to the Securities and Exchange Commission’s (the “Commission”
or “Staff”) comments on the above identified disclosure documents filed by the
Company. We have attempted to fully respond and to provide information that
would assist in more fully understanding our disclosures.

The
Company’s responses to the Commission’s comments follow in the same order set
forth in your July 1, 2008 letter.

Due
to the confidential and sensitive nature of information included in response to
Comment 7 in your letter, we are providing the supplemental analysis in support
of our response to that comment by separate supplemental letter.  Therefore, please anticipate receipt of such
supplemental letter and consider it together with this letter as you evaluate
our responses to your comments.

Form 10-K for Fiscal Year Ended December 31,
2007

Management’s Discussion and Analysis of
Financial Condition and Results of Operation, page 24

Property, Plant and Equipment Valuation, page 31

1.                                     We
note on page 26 that you plan to transfer production from the Lee Mills to
other facilities and discontinue the sale of the majority of commercial and
industrial papers currently produced at the Lee Mills. Please tell us the net
book value of the Lee Mills property, plant and equipment (“PP&E”) as of December 31,
2007, and explain to us how you determined that the net book value is
recoverable in light of your current restructuring activities and, as you
disclose in your Form 8-K filed on October 1, 2007, the fact that
Philip Morris will cease operation of one of its two remaining U.S. facilities
for manufacturing cigarettes and transfer significant production volume
off-shore. In your response, describe how you intend to use or dispose of your
Lee Mills plant once you cease operations at the plant. Also, tell us how you
have applied SFAS 143 in determining whether you have an asset retirement
obligation with regards to the closure of the Lee Mills.

Response:  A
decision was made in the third quarter of 2007 to commit to a plan to shut down
the Lee Mills during 2008.  In
conjunction with that decision, plans for future expected use and disposition
of the Lee Mills assets were evaluated and a decision was made to sell the
assets.  Analysis was performed regarding
the recoverability of the net book value of the assets.

Independent appraisals were obtained and used as a
basis to determine estimates of fair value for the most material components of
the land and buildings, and estimates were made of smaller components in
relation to the appraised properties.
Certain machinery and equipment components were deemed to include proprietary
knowledge of our papermaking techniques and processes, which we would not want
to fall into the hands of competitors, thus a decision was made that the
equipment would not be sold intact.
Also, due to the age and nature of the equipment and cost of removal and
transportation, it was determined that substantially all of the equipment would
be sold for scrap metal.  Based on these
considerations, for the machinery and equipment an estimate was made of the
value that could be recovered from a scrap dealer.  In accordance with Statement of Financial
Accounting Standards (“SFAS”) No. 144 (“SFAS No. 144”), “Accounting
for the Impairment or Disposal of Long-Lived Assets,” asset impairment charges were
recorded in 2007.  As of December 31,
2007, the adjusted carrying values of the Lee Mills PP&E totaled $7.0
million, approximately $6.4 million of which is for land and buildings and
approximately $0.6 million of which is for machinery and equipment.  Of the total $7.0 million carrying value, $5.6 million (or 80%) was
supported by independent appraisals, with the remainder based upon internally
developed

2

estimates.
To date in 2008, management continues to believe these fair value
estimates are appropriate and, therefore, we have made no adjustment to these
estimates through the first two quarters of 2008.

With respect to SFAS No. 143,
“Accounting for Asset Retirement Obligations,” the only relevant obligation is
the continuing post-closure monitoring of an old closed landfill.  SWM already carried a liability related to
the obligation to continue this post-closure monitoring.  There were no other asset retirement
obligations identified as defined in paragraph 2 of SFAS No. 143.

Note 2. Summary of Significant Accounting
Policies - Accrued Expenses, page 63

2.                                     In
the balance sheet or in a note thereto, please provide further detail of any “Other
accrued expenses” items in excess of five percent of total current liabilities
in accordance with Rule 5-02 (20) of Regulation S-X.

Response:  “Accrued
expenses” on the consolidated balance sheet at December 31, 2007 totaled
$111.3 million.  Certain major components
of this total were disclosed separately in Note 2 under the caption “Accrued
Expenses”, however many smaller accrued expenses for items totaling $43.7
million were not separately disclosed and were included on the line “Other
accrued expenses” of that table.  The
$43.7 million “Other accrued expenses” line was comprised of accrued expenses
to a variety of suppliers and service providers, a variety of types of business
taxes payable in multiple jurisdictions and other smaller miscellaneous
accruals.  Among these broad individual
types of accrued expenses there were no items in excess of five percent of
total current liabilities (5% of $215.2 million = $10.8 million).

Controls and Procedures, page 95

3.                                     We
note your statement, “A control system, no matter how well conceived and
operated, can provide only reasonable, not absolute, assurance that the
objectives of the control system are met.” Please confirm that in future
filings you will revise, to state clearly, if true, that your disclosure
controls and procedures are designed to provide reasonable assurance of
achieving their objectives and that your principal executive officer and
principal financial officer concluded that your disclosure controls and
procedures are effective at that reasonable assurance level. In the
alternative, remove the reference to the level of assurance of your disclosure
controls and procedures. Please refer to section II.F.4 of Management’s Reports
on Internal Control Over Financial Reporting and Certification Disclosure in
Exchange Act Reports, Item 308T of Regulation S-K, and SEC Release No. 338238,
available on our website at http://www.sec.gov/rules/final/33-8238.htm.

3

Response:  We confirm
that in future filings we will revise and state more clearly that our
disclosure controls and procedures are designed to
provide reasonable assurance of achieving their objectives and that our
principal executive officer and principal financial officer concluded that our
disclosure controls and procedures are effective at that
reasonable assurance level.

Audit Committee Financial
Expert, page 97

4.                                     We
note your reference to Item 7(d)(3)(iv) of Schedule 14A of the Exchange
Act for the definition of “independent” and to Item 401(h) of Regulation
S-K for the definition of “audit committee financial expert.” In future
filings, please omit any reference to these items because they do not exist,
and provide the correct citations for the noted definitions.

Response:  We confirm
that in future filings we will omit reference to Item 7(d)(3)(iv) of
Schedule 14A of the Exchange Act for the definition of “independent” and omit
reference to Item 401(h) of Regulation S-K for the definition of “audit
committee financial expert.”  In future
filings we will provide correct citations for these noted definitions by making
reference to “the requirements of the New York Stock Exchange” for the
definition of “independent” and to “Item 407(d)(5)(ii)” for the definition of “audit
committee financial expert.”

Item 11. Executive
Compensation, page 97

5.                                     We
note your statement that your disclosure under “Comprehensive Compensation
Discussion and Analysis” in your definitive proxy statement is not incorporated
by reference from your definitive proxy statement. We also note that your
disclosure under “Comprehensive Compensation Discussion and Analysis” appears
to furnish the information required by Item 402(b) of Regulation S-K and
that the Compensation Committee Report on page 25 of your definitive proxy
statement states: “the Compensation Committee recommended to the Board of
Directors that the Comprehensive Compensation Discussion & Analysis be
included in the Company’s Proxy Statement and incorporated by reference in the
Company’s Annual Report in its Form 10-K.” Please amend your filing so
that it complies with Item 11 of Form 10-K.

Response:  We
believe that the material quantitative information relevant to either a
shareholder’s decision on how to vote shares or to an investor’s decision on
whether or not to buy or sell the Company’s common stock was disclosed in the
elements of the 2008 proxy statement that were incorporated by reference into
the Form 10-K.  Our discussion of
the Restricted Stock plan also incorporated most of the elements

4

of our compensation philosophy that are contained in
the Comprehensive Discussion and Analysis and therefore we believe that Item 11
of our 2007 Form 10-K filing complied in all material respects with the
disclosure requirements of Item 402(b) of regulation S-K.  However, we recognize that the “Comprehensive
Compensation Discussion and Analysis” disclosure in our proxy statement
provides useful information for an investor to have a more clear and complete
understanding of Executive Compensation.
Therefore, in future filings we will incorporate by reference in Item 11
of our Annual Report in Form 10-K, the “Executive Compensation” section of
our proxy statement inclusive of the “Comprehensive Compensation Discussion and
Analysis” disclosure.  We believe an
amendment to our 2007 Form 10-K would not provide any significant value to
investors at this point as all of this information is on file with the Commission.

Definitive Proxy
Statement on Schedule 14A

Comprehensive
Compensation Discussion & Analysis, page 10

Market Value
Determination, page 10

6.                                     We
note your reference to an “Executive Peer Group.” Because you appear to
benchmark compensation, in future filings you are required to identify the
companies that comprise the benchmark group. If you have benchmarked different
elements of your compensation against different benchmarking groups, please
identify the companies that comprise each group. Refer to Item 402(b)(2)(xiv)
of Regulation S-K.

Response:  In response to this request, please note that
the competitive analysis of executive compensation that the Compensation
Committee considers is based on the use of Towers Perrin, Watson Wyatt and Mercer
survey databases. Specific companies are not selected from those databases.
Instead, our compensation consultant defines size parameters (based on
revenues) for the appropriate market frame of reference and assesses market
rates based on the data that emerges from the surveys.  Where specific companies are used to
benchmark compensation, as for example in the case of director compensation, we
identified the specific companies that made up the peer group.  See pages 23 and 24 of our 2008 Proxy
Statement.

We
believe that our disclosures and discussion found in the first and second
paragraphs on page 10 and on pages 23 and 24 of the 2008 Proxy
Statement explained the use of the foregoing data bases, the revenue screens
and other adjustment mechanisms used to benchmark our executive compensation and
the companies used to benchmark our director compensation and fully complied
with the requirements of Item 402(b)(2)(xiv) of Regulation S-K.  However, in order to

5

avoid any
confusion that may have arisen with respect to our use of the term “executive
peer group” we will add additional clarifying language in our subsequent proxy
statements to the effect that benchmarking of executive compensation is by
reference to data from compensation survey databases and not to specific
companies.

Restricted Stock
Plan-Performance Shares: Year 2007 of 2007-2008 Award  Opportunity,
page 18

Performance Objectives, page 19

7.                                     We
note your footnote disclosure on page 22 regarding the confidential and competitively
sensitive nature of information concerning certain of the performance targets.
You have not provided full disclosure of the terms of the necessary performance
targets to be achieved for your named executive officers to earn their
incentive compensation. In future filings please disclose the specific
performance targets used to determine incentive amounts, or within the time
frame set forth below, provide us with a supplemental analysis
explaining why it is appropriate to omit these targets pursuant to Instruction
4 to Item 402(b) of Regulation S-K. The supplemental analysis should be
based upon the 2008 proxy statement. To the extent that it is appropriate to
omit specific targets, please provide the disclosure pursuant to Instruction 4
to Item 402(b). General statements regarding the level of difficulty, or ease,
associated with achieving performance goals either corporately or individually
are not sufficient. In discussing how likely it will be for the company to
achieve the target levels or other factors, provide as much detail as necessary
without providing information that poses a reasonable risk of competitive harm.

Response:
 Each of the 13 performance objectives
established under the Restricted Stock Plan – Performance Share award opportunity
for 2007 is operationally focused and provides for an executive compensation
opportunity that is well within the norm for comparably sized manufacturing
enterprises as well as within the likely expectations of investors.  We do not believe that the omitted
information is material to either a shareholder in deciding how to vote or to
an investor in deciding whether to purchase or to sell the Company’s common
stock.

Furthermore,
the omitted information focuses on operational objectives at a granular level
or identifies ongoing strategic business plans and initiatives that the Company
considers confidential and competitively sensitive.  The public disclosure of this information
would be detrimental to the Company’s interests and the interests of its shareholders.
 A further description of the omitted
information and our analysis of why it is confidential and competitively
sensitive information that should not be publicly disclosed is being provided
to the Commission as

6

supplemental
information in a separate letter.  Please
anticipate receipt of such supplemental letter.

To the
extent that it is appropriate to omit complete disclosure of the specific
performance targets, we note that we disclosed the actual objective levels
achieved by the Company’s executives in 2007 against each of the 13 performance
objectives on pages 19-22 of our proxy statement in the column headed “2007
Performance Level Achieved (Target = 100%)”.
We believe that the disclosure of actual performance against the
objectives meets or exceeds our obligation under S-K It

CORRESP
1
filename1.htm

  July 15,
  2008

  Via Overnight Mail

Mr. John
Reynolds

Assistant
Director

United
States Securities and Exchange Commission

450th
Fifth Street

Washington,
D.C.  20549-0405

  Re:

  Schweitzer-Mauduit
  International, Inc.

  Comment
  Letter from the Securities and ExchangeCommission dated July 1, 2008

  Form 10-K
  for the period ended December 31, 2007 and

  Definitive
  Proxy Statement on Schedule 14A filed March 7, 2008

  File
  No. 001-13948

Dear
Mr. Reynolds:

This
acknowledges Schweitzer-Mauduit International, Inc.’s (the “Company”) receipt
of your comment letter dated July 1, 2008 addressed to Wayne Deitrich,
Chairman and Chief Executive Officer.
Please note that while the letter was dated July 1, the envelope
was postmarked July 7 and we did not receive the letter until Thursday, July 10,
2008.

Chip
Rumely, our General Counsel, left a voicemail message for David Link to discuss
our request for a later response.

We
are in the process of reviewing your comments internally and will need to also
review your comments and our responses with our external auditors and general
counsel.  Due to time constraints on
certain critical personnel that are currently in the midst of our quarter-end
reporting process, as well as prior travel commitments of certain critical personnel,
we do not expect to be in a position to properly respond to your letter
immediately.  We expect to be able to
respond to the Commission’s comments by August 22, 2008.

If
the proposed timing for the Company’s response presents a problem, please contact
me on (770) 569-4270.

In
connection with your comments and our expected response to your comments, we
acknowledge that:

·      The Company is responsible for the adequacy
and accuracy of the disclosure in the filing;

·      Staff comments or changes to disclosure in
response to staff comments do not foreclose the Commission from taking any
action with respect to the filing; and

·      The Company may not assert staff comments as
a defense in any proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

Thank
you for your interest and assistance in our compliance with the applicable
disclosure requirements.

Sincerely,

/s/ WAYNE H. DEITRICH

Wayne
H. Deitrich

Chairman
of the Board

and
Chief Executive Officer

CC:
David Link

Mail Stop 3561

        July 1, 2008   Wayne H. Deitrich Chairman of the Board and Chief Executive Officer Schweitzer-Mauduit International, Inc. 100 North Point Center East Suite 600 Alpharetta, GA  30022-8246

Re: Schweitzer-Mauduit International, Inc.
 Form 10-K for Fiscal Year Ended December 31, 2007  Filed March 7, 2008  File No. 001-13948  Definitive Proxy Statement on Schedule 14A  Filed March 7, 2008  File No. 001-13948

Dear Mr. Deitrich:
 We have reviewed your filings and have 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.  Please do so within the time frame set forth below.  You should comply with the remaining comments in all future filings, as applicable.  Please confirm in writing that you will do so and also explain to us how you intend to comply, within the time frame set forth below.  Please understand that after our review of all of your responses, we may 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 filings.  We look forward to working with you in these respects.  We welcome any questions you may have about our comments or any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.

Wayne H. Deitrich
Schweitzer-Mauduit International, Inc. July 1, 2008 Page 2
 Form 10-K for Fiscal Year Ended December 31, 2007

 Management’s Discussion and Analysis of Fi nancial Condition and Results of Operation,
page 24
 Property, Plant and Equipment Valuation, page 31

  1. We note on page 26 that you plan to transfer production from the Lee Mills to
other facilities and discontinue the sale of the majority of commercial and industrial papers currently produced at the Lee Mills.  Please tell us the net book value of the Lee Mills property, plant and equipment (“PP&E”) as of December 31, 2007, and explain to us how you determined that the net book value is recoverable in light of your current restructuring activities and, as you disclose in your Form 8-K filed on October 1, 2007, the fact that Philip Morris will cease operation of one of its two remaining U.S. facilities for manufacturing cigarettes and transfer significant production volume o ff-shore.  In your response, describe
how you intend to use or dispose of your Lee Mills plant once you cease operations at the plant.  Also, tell us how you have applied SFAS 143 in determining whether you have an asset retirement obligation with regards to the closure of the Lee Mills.
  Note 2.  Summary of Significant Accounting Policies - Accrued Expenses, page 63

  2. In the balance sheet or in a note thereto, please provide further detail of any
“Other accrued expenses” items in excess of five percent of total current liabilities in accordance with Rule 5-02 (20) of Regulation S-X.
  Controls and Procedures, page 95

  3. We note your statement, “A control system, no matter how well conceived and
operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met.”  Please confirm that in future filings you will
revise, to state clearly, if true, that your disclosure controls and procedures are designed to provide reasonable assurance of achieving their objectives and that
your principal executive officer and principal financial officer concluded that your disclosure controls and procedures are effective at that reasonable assurance level. In the alternative, remove the reference to the level of assurance of your

Wayne H. Deitrich
Schweitzer-Mauduit International, Inc. July 1, 2008 Page 3
 disclosure controls and procedures.  Please refer to section II.F.4 of
Management’s Reports on Internal Control Over Financial Reporting and Certification Disclosure in Exchange Ac t Reports, Item 308T of Regulation S-K,
and SEC Release No. 33-8238, available on our website at http://www.sec.gov/rules/final/33-8238.htm.
  Audit Committee Financial Expert, page 97

  4. We note your reference to Item 7(d)(3)(iv) of Schedule 14A of the Exchange Act
for the definition of “independent” and to  Item 401(h) of Regulation S-K for the
definition of “audit committee financial expert.”  In future filings, please omit any reference to these items because they do not exist, and provide the correct citations for the noted definitions.
  Item 11.  Executive Compensation, page 97

  5. We note your statement that your disclosure under “Comprehensive
Compensation Discussion and Analysis” in your definitive proxy statement is not incorporated by reference from your definitive proxy statement.  We also note that your disclosure under “Comprehensive Compensation Discussion and Analysis” appears to furnish the information required by Item 402(b) of Regulation S-K and that the Compensation Committee Report on page 25 of your definitive proxy statement states: “the Compensation Committee recommended to the Board of Directors that the Comprehensive Compensation Discussion & Analysis be included in the Company’s Proxy Statement and incorporated by reference in the Company’s Annual Report in its Form 10-K.”  Please amend your filing so that it complies with Item 11 of Form 10-K.
  Definitive Proxy Statement on Schedule 14A

 Comprehensive Compensation Discussion & Analysis, page 10

 Market Value Determination, page 10

  6. We note your reference to an “Executive Peer Group.”  Because you appear to
benchmark compensation, in future filings you are required to identify the

Wayne H. Deitrich
Schweitzer-Mauduit International, Inc. July 1, 2008 Page 4
 companies that comprise the benchmark group.  If you have benchmarked
different elements of your compensati on against different benchmarking groups,
please identify the companies that comprise each group.  Refer to Item 402(b)(2)(xiv) of Regulation S-K.
  Restricted Stock Plan—Performance Shares: Year 2007 of 2007-2008 Award
Opportunity, page 18
 Performance Objectives, page 19

  7. We note your footnote disclosure on page 22 regarding the confidential and
competitively sensitive nature of information concerning certain of the performance targets.  You have not provided full disclosure of the terms of the necessary performance targets to be achieved for your named executive officers to earn their incentive compensation.  In future filings please disclose the specific performance targets used to determine incentive amounts, or within the time frame set forth below,  provide us with a supplemental analysis
 explaining why it
is appropriate to omit these targets pursuant to Instruction 4 to Item 402(b) of Regulation S-K.  The supplemental analysis should be based upon the 2008 proxy statement.  To the extent that it is appropriate to omit specific targets, please provide the disclosure pursuant to Instruction 4 to Item 402(b).  General statements regarding the level of difficulty, or ease, associated with achieving performance goals either corporately or individually are not sufficient.  In discussing how likely it will be for the company to achieve the target levels or other factors, provide as much detail as necessary without providing information that poses a reasonable risk of competitive harm.

* * * * *

As appropriate, please amend your filing and respond to these comments within
10 business days or tell us when you will provide us with a response.  You may wish to provide us with marked copies of the amendment to expedite our review.  Please furnish a cover letter with your amendment that keys your responses to our comments and provides any requested information.  Detailed cover letters greatly facilitate our review.  Please understand that we may have additional comments after reviewing your amendment and responses to our comments.   We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filings to be certain that the filings include all information required under the Securities Exchange Act of 1934 and that they have provided all information

Wayne H. Deitrich
Schweitzer-Mauduit International, Inc. July 1, 2008 Page 5
 investors require for an informed investment 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.     In connection with responding to our comments, please provide, in writing, a statement from the company acknowledging that:  • the company is responsible for the adequacy and accuracy of the disclosure in the
filing;
 • staff comments or changes to disclosure in response to staff comments do not
foreclose the Commission from taking any action with respect to the filing; and
 • the company may not assert staff comments as a 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 Di vision of Corporation Finance in our review
of your filings or in response to our comments on your filings.
You may contact John Archfield at ( 202) 551-3315 or Ryan Milne at (202) 551-
3688 if you have questions regarding comments on the financial statements and related matters.  Please contact Damon Colbert at  (202) 551-3581 or David Link at (202) 551-
3356 with any other questions.
Sincerely,

John Reynolds Assistant Director