SecProbe.io

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 August 20, 2025
 VIA EDGAR UNITED STATES SECURITIES AND EXCHANGE
COMMISSION Division of Corporation Finance 100 F Street,
N.E. Washington, D.C. 20549 Ladies and Gentlemen:

 Re:
 Mercer International Inc.
 Registration Statement on Form S-3
 File No.: 333 - 289440
 Request for Acceleration
 Pursuant to Rule 461
promulgated under the Securities Act of 1933, as amended, the undersigned registrant, Mercer International Inc., a Washington corporation, respectfully requests that the effective date for the Registration Statement referred to above be accelerated
so that it will become effective at 2:00 p.m., Eastern time, on August 22, 2025, or as soon as practicable thereafter. Yours truly,
 MERCER INTERNATIONAL INC.

 By:

 /s/ Richard Short

 Name:

 Richard Short

 Title:

 Chief Financial Officer

 cc.
 Eranga Dias, Securities and Exchange Commission
 Rod Talaifar, Sangra Moller LLP

 Mercer International Inc. | www.mercerint.com

 Corporate Office: Suite 1120, 700 West Pender Street,
 Vancouver, BC, V6C 1G8, Canada | 604 684 1099

   

 Registered Office: 14900 Interurban Avenue South, Suite 282
 Seattle, Washington, USA 98168 | 206 674 4639

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 August 13, 2025

Juan Carlos Bueno
Chief Executive Officer
MERCER INTERNATIONAL INC.
Suite 1120, 700 West Pender Street
Vancouver, British Columbia
Canada, V6C 1G8

 Re: MERCER INTERNATIONAL INC.
 Registration Statement on Form S-3
 Filed August 8, 2025
 File No. 333-289440
Dear Juan Carlos Bueno:

 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 Eranga Dias at 202-551-8107 with any questions.

 Sincerely,

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

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CORRESP

 August 9, 2022

 VIA
EDGAR

 UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Division of Corporation Finance

 100 F Street,
N.E.

 Washington, D.C. 20549

 Ladies and
Gentlemen:

Re:
 Mercer International Inc.

Registration Statement on Form S-3

File No.: 333-266466

Request for Acceleration

 Pursuant to Rule 461 promulgated
under the Securities Act of 1933, as amended, the undersigned registrant, Mercer International Inc., a Washington corporation, respectfully requests that the effective date for the Registration Statement referred to above be accelerated so that it
will become effective at 2:00 p.m., Eastern time, on August 12, 2022, or as soon as practicable thereafter.

 Yours truly,

MERCER INTERNATIONAL INC.

By:

 /s/ David K. Ure

Name:

David K. Ure

Title:

Chief Financial Officer

cc.
 Gregory Herbers, Securities and Exchange Commission

H.S. Sangra, Sangra Moller LLP

Rod Talaifar, Sangra Moller LLP

 Mercer International Inc. | www.mercerint.com

 Corporate Office: Suite 1120, 700 West Pender Street,

Vancouver, BC, V6C 1G8, Canada | 604 684 1099

 Registered Office: 14900 Interurban Avenue South, Suite 282

Seattle, Washington, USA 98168 | 206 674 4639

United States securities and exchange commission logo
August 8, 2022
David Ure
Chief Financial Officer
Mercer International Inc.
Suite 1120, 700 West Pender Street
Vancouver, British Columbia
Canada, V6C 1G8
Re:Mercer International Inc.
Registration Statement on Form S-3
Filed August 2, 2022
File No. 333-266466
Dear Mr. Ure:
            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 Gregory Herbers at 202-551-8028 with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:       Rod Talaifar

United States securities and exchange commission logo
April 19, 2022
David Ure
Chief Financial Officer
Mercer International Inc.
Suite 1120 , 700 West Pender Street
Vancouver , British Columbia , Canada
Re:Mercer International Inc.
Form 10-K for the year ended December 31, 2021
File No. 000-51826
Dear Mr. Ure:
            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

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 1000 Cathedral Place

925 West Georgia Street

Vancouver, British Columbia

Canada V6C 3L2

Telephone: (604) 662-8808

Facsimile: (604) 669-8803

www.sangramoller.com

 Reply Attention of:

H. S. Sangra

Our File No.:

 A5000309

 Direct Line:

604-692-3022

 Email:

hsangra@sangramoller.com

 April 13, 2022

 VIA
EDGAR

 SECURITIES AND EXCHANGE COMMISSION

 Division
of Corporation Finance

 100 F Street, N.E.

 Washington, D.C.
20549

Attention:
 Charles Eastman and Jean Yu

Office of Manufacturing

 Dear Sirs/Mesdames:

Re:
 Mercer International Inc. (the “Company”)

Form 10-K for the year ended December 31, 2021 (the “2021 10-K”)

 File No. 000-51826

 We act as counsel for the
Company and write in connection with the letter dated April 6, 2022 (the “Comment Letter”) from the Securities and Exchange Commission (the “Commission”) commenting on the 2021
10-K. On behalf of the Company, we provide the following response to your comments.

 For your ease
of reference, we have reproduced the numbering in the Comment Letter and have set out below, in italics, the text of your question followed by the Company’s response thereto.

Management’s Discussion and Analysis of Financial Condition and Results of Operations Liquidity and Capital Resources, page 59

1.
 Please discuss your material cash requirements from known contractual and other obligations as of
December 31, 2021, the anticipated source of funds needed to satisfy such cash requirements and the relevant time period for the related cash requirements in accordance with Item 303(b)(1) of Regulation
S-K. In this regard, we note you have purchase obligations relating to take-or pay contracts of approximately $283 million as of December 31, 2021. For further
guidance refer to Instruction 4 to Item 303(b) of Regulation S-K.

 The
Company acknowledges your comment.

 April 13, 2022

 2

 With respect to $283 million of purchase obligations disclosed in Note 21(a) of the
Company’s 2021 financial statements, we advise that this is the aggregate calculated obligations over a five-year period. The breakdown of the foregoing on an annual basis is about as follows:

Year

Amount

(in 000’s)

 2022

$96,485

 2023

$62,459

 2024

$49,681

 2025

$33,965

 2026

$20,802

 2027

$20,443

 The annual purchase obligations are not a material component of the Company’s overall operations and
operating expenses. For example, we note that the 2022 commitments of $96,485(1) is about 7.7% of the Company’s 2021 consolidated Costs and Expenses of $1,245,622(1)(2).

 We advise that the purchase obligations primarily relate to the purchase of fiber
(wood chips and logs) which are the Company’s largest manufacturing cost. Such fiber purchase arrangements are entered into by the Company’s pulp mills with a number of distinct fiber suppliers in the ordinary course of business. Although
described as take or pay, they are subject to regional customary terms and many of such arrangements have the fiber price indexed to the selling price of pulp (e.g. a percentage of pulp selling prices), provide for customary seller and
purchaser force majeure rights and many permit the seller and the purchaser (a Company mill) to defer or cancel volumes for market related reasons, including downtime at the Company’s or seller’s mills. As a result of the foregoing,
including their nature and amount over a five-year period, such purchase obligations are a small part of the Company’s operations and costs and easily managed by it in the ordinary course of its business. The Company does not believe the
subject purchase obligations will or will reasonably be likely to have a material effect on its liquidity and capital resources.

 On page
60 of its 2021 Form 10-K, the Company discloses its “Sources and Uses of Funds”. It discloses that its principal uses of funds consist of operating expenditures (which include the above purchase
obligations), capital expenditures and interest payments on its Senior Notes. The Company describes its historical 2021 and 2020 capital expenditures and interest expense in a table on page 61 of the 2021
10-K. It also discloses its expected capital expenditures for 2022 on page 61. Page 61 of the 2021 Form 10-K also, among other things, discloses as at December 31,
2021 the Company’s cash and cash equivalents and availability under its revolving credit facilities.

 The Company submits that it
will clarify in its future financial statement disclosure regarding the nature of such purchase obligations including, among other things, that they are over a five-year period.

1
 In Thousands.

2
 Excluding depreciation and amortization of $132,117 and selling, general and administrative expenses of
$78,933.

 April 13, 2022

 3

 We trust the foregoing to be in order, but should you have any questions or concerns, please
do not hesitate to contact the undersigned at (604) 692-3022 or Rod Talaifar of our office at (604) 692-3023.

Yours truly,

1.
 SANGRA MOLLER LLP

/s/ H.S. Sangra

 Per:

H.S. Sangra

 /s/ Rod Talaifar

 Per:

Rod Talaifar

cc.
 Mercer International Inc.

Attention: David K. Ure

United States securities and exchange commission logo
April 6, 2022
David Ure
Chief Financial Officer
Mercer International Inc.
Suite 1120 , 700 West Pender Street
Vancouver , British Columbia , Canada
Re:Mercer International Inc.
Form 10-K for the year ended December 31, 2021
File No. 000-51826
Dear Mr. Ure:
            We have limited our review of your filing to the financial statements and related
disclosures and have the following comment.  In our comment, we may ask you to provide us
with information so we may better understand your disclosure.
            Please respond to our comment 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 our
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to our comments, we may have additional comments.
Form 10-K filed February 17, 2022
Management's Discussion and Analysis of Financial Condition and Results of Operations
Liquidity and Capital Resources, page 59
1.Please discuss your material cash requirements from known contractual and other
obligations as of December 31, 2021, the anticipated source of funds needed to satisfy
such cash requirements and the relevant time period for the related cash requirements in
accordance with Item 303(b)(1) of Regulation S-K. In this regard, we note you have
purchase obligations relating to take-or pay contracts of approximately $283 million as of
December 31, 2021. For further guidance refer to Instruction 4 to Item 303(b) of
Regulation S-K.
            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.
            You may contact Charles Eastman at 202-551-3794 or Jean Yu at 202-551-3305 with any

 FirstName LastNameDavid Ure
 Comapany NameMercer International Inc.
 April 6, 2022 Page 2
 FirstName LastName
David Ure
Mercer International Inc.
April 6, 2022
Page 2
questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

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 June 2, 2021

 VIA
EDGAR

 UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Division of Corporation Finance

 100 F Street, NE

Washington, DC 20549

 Ladies and Gentlemen:

Re:
 Mercer International Inc.

Registration Statement on Form S-4

File No. 333-256567

Request for Acceleration

 Pursuant to Rule 461 promulgated
under the Securities Act of 1933, as amended, the undersigned registrant, Mercer International Inc., a Washington corporation, respectfully requests that the effective date for the Registration Statement referred to above be accelerated so that
it will become effective at 2:00 p.m., Eastern time, on June 4, 2021, or as soon as practicable thereafter.

 Yours truly,

MERCER INTERNATIONAL INC.

 /s/ David K. Ure

David K. Ure

Chief Financial Officer

cc.
 Beverly Singleton, Securities and Exchange Commission

H.S. Sangra, Sangra Moller LLP

Rod Talaifar, Sangra Moller LLP

Mercer International Inc.

  www.mercerint.com

 Corporate Office: Suite 1120, 700 West Pender Street,

Vancouver, BC, V6C 1G8, Canada | 604 684 1099

 Registered Office: 14900 Interurban Avenue South, Suite 282

Seattle, Washington, USA 98168 | 206 674 4639

United States securities and exchange commission logo
June 1, 2021
David K. Ure
Chief Financial Officer
Mercer International Inc.
Suite 1120, 700 West Pender Street
Vancouver, British Columbia
Canada, V6C 1G8
Re:Mercer International Inc.
Registration Statement on Form S-4
Filed May 27, 2021
File No. 333-256567
Dear Mr. Ure:
            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 Beverly Singleton at (202) 551-3328 with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

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 May 27, 2021

 VIA EDGAR

 SECURITIES AND EXCHANGE COMMISSION

 Division of Corporation
Finance

 100 F Street, NE

 Washington, DC 20549

Dear Sirs/Mesdames:

Re:
 Mercer International Inc.

Registration Statement on Form S-4

Filed on the Date Hereof

 In connection with the offer (the
“Exchange Offer”) by Mercer International Inc., a Washington corporation (the “Company”), to exchange 5.125% Senior Notes due 2029 (the “New Notes”), such New Notes to be registered under the
Securities Act of 1933, as amended (the “Securities Act”), for any and all of its outstanding 5.125% Senior Notes due 2029 (the “Old Notes”), $875,000,000 aggregate principal amount of which were issued on
January 26, 2021, the Company hereby represents and warrants to the staff of the U.S. Securities and Exchange Commission (the “Staff”) as follows:

1.
 The Company is registering the New Notes through a Registration Statement on Form S-4 (the “Registration Statement”) in reliance on the Staff’s position enunciated in Exxon Capital Holdings Corp., SEC No-Action Letter (publicly
available May 13, 1988) (the “Exxon Capital Letter”), Morgan Stanley & Co. Inc., SEC No-Action Letter (publicly available June 5, 1991) (the
“Morgan Stanley Letter”), Shearman & Sterling, SEC No-Action Letter (publicly available July 2, 1993) (the “Shearman &
Sterling Letter”) and other interpretive letters to similar effect.

2.
 The Company has not entered into any arrangement or understanding with any person to distribute the New
Notes to be received in the Exchange Offer and, to the best of the Company’s information and belief, each person participating in the Exchange Offer is acquiring the New Notes in the ordinary course of its business and has no arrangement or
understanding with any person to participate in the distribution of the New Notes to be received in the Exchange Offer.

3.
 In this regard, the Company will make each person participating in the Exchange Offer aware (through the
Exchange Offer prospectus or otherwise) that if such person is participating in the Exchange Offer for the purpose of distributing New Notes to be acquired in the Exchange Offer, such person (a) may not rely on the Staff’s position
enunciated in the Exxon Capital Letter, the Morgan Stanley Letter, the Shearman & Sterling Letter or interpretive letters to similar effect and (b) must comply with the registration and prospectus delivery requirements of the
Securities Act in connection with a secondary resale transaction. The Company acknowledges that such a secondary resale transaction by such person participating in the Exchange Offer for the purpose of distributing the New Notes should be covered by
an effective registration statement containing the selling securityholder information required by Item 507 of Regulation S-K under the Securities Act.

4.
 With respect to any broker-dealer who holds Old Notes acquired for its own account as a result of
market-making activities or other trading activities and who receives New Notes in exchange for such Old Notes pursuant to the Exchange Offer, neither the Company nor any of its affiliates has entered into any arrangement or understanding with such
broker-dealer to distribute the New Notes.

Mercer International Inc.  |  www.mercerint.com

Corporate Office: Suite 1120, 700 West Pender Street,

Registered Office: 14900 Interurban Avenue South, Suite 282

Vancouver, BC, V6C 1G8, Canada | 604 684 1099

Seattle, Washington, USA 98168 | 206 674 4639

 May 27, 2021

Page 2

5.
 The Company will make each person participating in the Exchange Offer aware (through the Exchange Offer
prospectus or otherwise) that any broker-dealer who holds Old Notes acquired for its own account as a result of market-making activities or other trading activities, and who receives New Notes in exchange for such Old Notes pursuant to the Exchange
Offer, (a) may be a statutory underwriter and (b) must deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of such New Notes, which may be the prospectus for the Exchange Offer, so long as it
contains a plan of distribution with respect to such resale transactions (such plan of distribution need not name the broker-dealer or disclose the amount of New Notes held by the broker-dealer), and that, by delivering such prospectus, such
broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act.

6.
 The Company will also require each exchange offeree, in order to participate in the Exchange Offer, to
(a) if the exchange offeree is not a broker-dealer, acknowledge that by tendering the Old Notes in the Exchange Offer, such person will be deemed to represent that such person is not engaged in, and does not intend to engage in, a distribution
of the New Notes and (b) if the exchange offeree is a broker-dealer holding Old Notes acquired for its own account as a result of market-making activities or other trading activities, acknowledge that it will deliver a prospectus meeting the
requirements of the Securities Act in connection with any resale of the New Notes received in respect of such Old Notes pursuant to the Exchange Offer. The Letter of Transmittal or similar documentation will also contain a statement to the effect
that, by delivering such a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act.

7.
 The Company will commence the Exchange Offer for the Old Notes when the Registration Statement is declared
effective by the Securities and Exchange Commission. The Exchange Offer will remain in effect for a limited time and will not require the Company to maintain an “evergreen” registration statement. The Exchange Offer will be conducted by
the Company in compliance with the Securities Exchange Act of 1934, as amended, and any applicable rules and regulations thereunder.

[Signature Page Follows]

Mercer International Inc.  |  www.mercerint.com

Corporate Office: Suite 1120, 700 West Pender Street,

Registered Office: 14900 Interurban Avenue South, Suite 282

Vancouver, BC, V6C 1G8, Canada | 604 684 1099

Seattle, Washington, USA 98168 | 206 674 4639

 May 27, 2021

Page 3

Yours truly,

MERCER INTERNATIONAL INC.

/s/ David Ure

David Ure

Chief Financial Officer

cc.
 H.S. Sangra, Sangra Moller LLP

Rod Talaifar, Sangra Moller LLP

Mercer International Inc.  |  www.mercerint.com

Corporate Office: Suite 1120, 700 West Pender Street,

Registered Office: 14900 Interurban Avenue South, Suite 282

Vancouver, BC, V6C 1G8, Canada | 604 684 1099

Seattle, Washington, USA 98168 | 206 674 4639

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 November 4, 2019

VIA EDGAR

 UNITED STATES SECURITIES AND EXCHANGE
COMMISSION

 Division of Corporation Finance

 100 F Street, NE
Washington, DC 20549

 Ladies and Gentlemen:

Re:
 Mercer International Inc.

Registration Statement on Form S-4 filed October 22, 2019, as amended by

 Amendment No. 1 thereto filed November 1, 2019

File No. 333-234294

Request for Acceleration

 Pursuant to Rule 461 promulgated
under the Securities Act of 1933, as amended, the undersigned registrant, Mercer International Inc., a Washington corporation, respectfully requests that the effective date for the Registration Statement referred to above be accelerated so that it
will become effective at 2:00 p.m., Eastern time, on November 6, 2019, or as soon as practicable thereafter.

 Yours truly,

MERCER INTERNATIONAL INC.

 /s/ David K. Ure

 David K. Ure

 Chief Financial
Officer

cc.
 Sherry Haywood, Securities and Exchange Commission

H.S. Sangra, Sangra Moller LLP

Rod Talaifar, Sangra Moller LLP

Mercer International Inc.

    www.mercerint.com

 Corporate Office: Suite 1120, 700 West Pender Street,

Vancouver, BC, V6C 1G8, Canada | 604 684 1099

 Registered Office: 14900 Interurban Avenue South, Suite 282

Seattle, Washington, USA 98168 | 206 674 4639

October 30, 2019
David K. Ure
Chief Financial Officer
Mercer International Inc.
Suite 1120, 700 West Pender Street
Vancouver, British Columbia
Canada, V6C 1G8
Re:Mercer International Inc.
Registration Statement on Form S-4
Filed October 22, 2019
File No. 333-234294
Dear Mr. Ure:
            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 Sherry Haywood at (202) 551-3345 with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

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 October 22, 2019

VIA EDGAR

 SECURITIES AND EXCHANGE COMMISSION

Division of Corporation Finance

 100 F Street, NE

Washington, DC 20549

 Dear Sirs/Mesdames:

Re:
 Mercer International Inc.

Registration Statement on Form S-4

Filed on the Date Hereof

In connection with the offer (the “Exchange Offer”) by Mercer International Inc., a Washington corporation (the “Company”),
to exchange 7.375% Senior Notes due 2025 (the “New Notes”), such New Notes to be registered under the Securities Act of 1933, as amended (the “Securities Act”), for its outstanding unregistered 7.375% Senior Notes
due 2025 (the “Old Notes”), $200,000,000 aggregate principal amount of which were issued on October 3, 2019, the Company hereby represents and warrants to the staff of the U.S. Securities and Exchange Commission (the
“Staff”) as follows:

1.
 The Company is registering the New Notes through a Registration Statement on Form S-4 (the “Registration Statement”) in reliance on the Staff’s position enunciated in Exxon Capital Holdings Corp., SEC No-Action Letter (publicly
available May 13, 1988) (the “Exxon Capital Letter”), Morgan Stanley & Co. Inc., SEC No-Action Letter (publicly available June 5, 1991) (the
“Morgan Stanley Letter”), Shearman & Sterling, SEC No-Action Letter (publicly available July 2, 1993) (the “Shearman &
Sterling Letter”) and other interpretive letters to similar effect.

2.
 The Company has not entered into any arrangement or understanding with any person to distribute the New Notes
to be received in the Exchange Offer and, to the best of the Company’s information and belief, each person participating in the Exchange Offer is acquiring the New Notes in the ordinary course of its business and has no arrangement or
understanding with any person to participate in the distribution of the New Notes to be received in the Exchange Offer.

Mercer International Inc. | www.mercerint.com

 Corporate Office: Suite 1120, 700 West Pender Street,

Vancouver, BC, V6C 1G8, Canada | 604 684 1099

 Registered Office: 14900 Interurban Avenue South, Suite 282

Seattle, Washington, USA 98168 | 206 674 4639

 October 22, 2019

 Page
 2

3.
 In this regard, the Company will make each person participating in the Exchange Offer aware (through the
Exchange Offer prospectus or otherwise) that if such person is participating in the Exchange Offer for the purpose of distributing New Notes to be acquired in the Exchange Offer, such person (a) may not rely on the Staff’s position
enunciated in the Exxon Capital Letter, the Morgan Stanley Letter, the Shearman & Sterling Letter or interpretive letters to similar effect and (b) must comply with the registration and prospectus delivery requirements of the
Securities Act in connection with a secondary resale transaction. The Company acknowledges that such a secondary resale transaction by such person participating in the Exchange Offer for the purpose of distributing the New Notes should be covered by
an effective registration statement containing the selling securityholder information required by Item 507 of Regulation S-K under the Securities Act.

4.
 With respect to any broker-dealer who holds Old Notes acquired for its own account as a result of market-making
activities or other trading activities and who receives New Notes in exchange for such Old Notes pursuant to the Exchange Offer, neither the Company nor any of its affiliates has entered into any arrangement or understanding with such broker-dealer
to distribute the New Notes.

5.
 The Company will make each person participating in the Exchange Offer aware (through the Exchange Offer
prospectus or otherwise) that any broker-dealer who holds Old Notes acquired for its own account as a result of market-making activities or other trading activities, and who receives New Notes in exchange for such Old Notes pursuant to the Exchange
Offer, (a) may be a statutory underwriter and (b) must deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of such New Notes, which may be the prospectus for the Exchange Offer, so long as it
contains a plan of distribution with respect to such resale transactions (such plan of distribution need not name the broker-dealer or disclose the amount of New Notes held by the broker-dealer), and that, by delivering such prospectus, such
broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act.

6.
 The Company will also require each exchange offeree, in order to participate in the Exchange Offer, to
(a) if the exchange offeree is not a broker-dealer, acknowledge that by tendering the Old Notes in the Exchange Offer, such person will be deemed to represent that such person is not engaged in, and does not intend to engage in, a distribution
of the New Notes and (b) if the exchange offeree is a broker-dealer holding Old Notes acquired for its own account as a result of market-making activities or other trading activities, acknowledge that it will deliver a prospectus meeting the
requirements of the Securities Act in connection with any resale of the

Mercer International Inc. | www.mercerint.com

 Corporate Office: Suite 1120, 700 West Pender Street,

Vancouver, BC, V6C 1G8, Canada | 604 684 1099

 Registered Office: 14900 Interurban Avenue South, Suite 282

Seattle, Washington, USA 98168 | 206 674 4639

 October 22, 2019

 Page
 3

New Notes received in respect of such Old Notes pursuant to the Exchange Offer. The Letter of Transmittal or similar documentation will also contain a statement to the effect that, by delivering
such a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act.

7.
 The Company will commence the Exchange Offer for the Old Notes when the Registration Statement is declared
effective by the Securities and Exchange Commission. The Exchange Offer will remain in effect for a limited time and will not require the Company to maintain an “evergreen” registration statement. The Exchange Offer will be conducted by
the Company in compliance with the Securities Exchange Act of 1934, as amended, and any applicable rules and regulations thereunder.

[Signature Page Follows]

Mercer International Inc. | www.mercerint.com

 Corporate Office: Suite 1120, 700 West Pender Street,

Vancouver, BC, V6C 1G8, Canada | 604 684 1099

 Registered Office: 14900 Interurban Avenue South, Suite 282

Seattle, Washington, USA 98168 | 206 674 4639

 October 22, 2019

 Page
 4

 Yours truly,

MERCER INTERNATIONAL INC.

 /s/ David K. Ure

David Ure

Chief Financial Officer

cc.
 H.S. Sangra, Sangra Moller LLP

Rod Talaifar, Sangra Moller LLP

Mercer International Inc. | www.mercerint.com

 Corporate Office: Suite 1120, 700 West Pender Street,

Vancouver, BC, V6C 1G8, Canada | 604 684 1099

 Registered Office: 14900 Interurban Avenue South, Suite 282

Seattle, Washington, USA 98168 | 206 674 4639

CORRESP
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CORRESP

 October 10, 2019

VIA EDGAR

 UNITED STATES SECURITIES AND EXCHANGE
COMMISSION

 Division of Corporation Finance

100 F Street, N.E.

 Washington, D.C. 20549

Ladies and Gentlemen:

Re:
 Mercer International Inc.

Registration Statement on Form S-3

File No.: 333-234039

Request for Acceleration

 Pursuant to Rule 461 promulgated
under the Securities Act of 1933, as amended, the undersigned registrant, Mercer International Inc., a Washington corporation, respectfully requests that the effective date for the Registration Statement referred to above be accelerated so that it
will become effective at 2:00 p.m., Eastern time, on October 15, 2019, or as soon as practicable thereafter.

 Yours truly,

MERCER INTERNATIONAL INC.

By:

/s/ David K. Ure

Name:

David K. Ure

Title:

Chief Financial Officer

cc.
 Sergio Chinos, Securities and Exchange Commission

H.S. Sangra, Sangra Moller LLP

Rod Talaifar, Sangra Moller LLP

Mercer International Inc. | www.mercerint.com

 Corporate Office: Suite 1120, 700 West Pender Street,

Vancouver, BC, V6C 1G8, Canada | 604 684 1099

 Registered Office: 14900 Interurban Avenue South, Suite 282

Seattle, Washington, USA 98168 | 206 674 4639

October 7, 2019
David M. Gandossi
Chief Executive Officer
Mercer International Inc.
Suite 1120, 700 West Pender Street
Vancouver, British Columbia
Canada, V6C 1G8
Re:Mercer International Inc.
Registration Statement on Form S-3
Filed October 1, 2019
File No. 333-234039
Dear Mr. Gandossi:
            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 Sergio Chinos, Staff Attorney, at (202) 551-7844 with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:       Rod Talaifar

CORRESP
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CORRESP

 June 11, 2019

 VIA
EDGAR

 UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Division of Corporation Finance

 100 F Street, NE

Washington, DC 20549

 Ladies and Gentlemen:

Re:
 Mercer International Inc.

Registration Statement on Form S-4

File No. 333-231858

Request for Acceleration

 Pursuant to Rule 461 promulgated
under the Securities Act of 1933, as amended, the undersigned registrant, Mercer International Inc., a Washington corporation, respectfully requests that the effective date for the Registration Statement referred to above be accelerated so that
it will become effective at 2:00 p.m., Eastern time, on June 13, 2019, or as soon as practicable thereafter.

 Yours truly,

MERCER INTERNATIONAL INC.

/s/ David K. Ure

David K. Ure

Chief Financial Officer

cc.
 Irene Barberena-Meissner, Securities and Exchange Commission

H.S. Sangra, Sangra Moller LLP

Rod Talaifar, Sangra Moller LLP

 Mercer International
Inc.    |    www.mercerint.com

 Corporate Office: Suite 1120, 700 West Pender Street,

Vancouver, BC, V6C 1G8, Canada  |  604 684 1099

 Registered Office: 14900 Interurban Avenue South, Suite 282

Seattle, Washington, USA 98168  |  206 674 4639

June 7, 2019
David M. Gandossi
President and Chief Executive Officer
Mercer International Inc.
Suite 1120, 700 West Pender Street
Vancouver, British Columbia, Canada V6C 1G8
Re:Mercer International Inc.
Registration Statement on Form S-4
File No. 333-231858
Filed May 31, 2019
Dear Mr. Gandossi:
            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 Irene Barberena-Meissner, Staff Attorney, at 202-551-6548 with any
questions.
Sincerely,
Division of Corporation Finance
Office of Natural Resources

CORRESP
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CORRESP

 May 31, 2019

 VIA EDGAR

 SECURITIES AND EXCHANGE COMMISSION

 Division of Corporation
Finance

 100 F Street, NE

 Washington, DC 20549

Dear Sirs/Mesdames:

Re:
 Mercer International Inc.

Registration Statement on Form S-4

Filed on the Date Hereof

 In connection with the offer (the
“Exchange Offer”) by Mercer International Inc., a Washington corporation (the “Company”), to exchange 7.375% Senior Notes due 2025 (the “New Notes”), such New Notes to be registered under the
Securities Act of 1933, as amended (the “Securities Act”), for any and all of its outstanding 7.375% Senior Notes due 2025 (the “Old Notes”), $350,000,000 aggregate principal amount of which were issued on
December 7, 2018, the Company hereby represents and warrants to the staff of the U.S. Securities and Exchange Commission (the “Staff”) as follows:

1.
 The Company is registering the New Notes through a Registration Statement on Form S-4 (the “Registration Statement”) in reliance on the Staff’s position enunciated in Exxon Capital Holdings Corp., SEC No-Action Letter (publicly
available May 13, 1988) (the “Exxon Capital Letter”), Morgan Stanley & Co. Inc., SEC No-Action Letter (publicly available June 5, 1991) (the
“Morgan Stanley Letter”), Shearman & Sterling, SEC No-Action Letter (publicly available July 2, 1993) (the “Shearman &
Sterling Letter”) and other interpretive letters to similar effect.

2.
 The Company has not entered into any arrangement or understanding with any person to distribute the New
Notes to be received in the Exchange Offer and, to the best of the Company’s information and belief, each person participating in the Exchange Offer is acquiring the New Notes in the ordinary course of its business and has no arrangement or
understanding with any person to participate in the distribution of the New Notes to be received in the Exchange Offer.

Mercer International Inc.

  www.mercerint.com

 Corporate Office: Suite 1120, 700 West Pender Street,

 Registered Office: 14900 Interurban Avenue South, Suite 282

Vancouver, BC, V6C 1G8, Canada

604 684 1099

Seattle, Washington, USA 98168

206 674 4639

 May 31, 2019

 Page
 2

3.
 In this regard, the Company will make each person participating in the Exchange Offer aware (through the
Exchange Offer prospectus or otherwise) that if such person is participating in the Exchange Offer for the purpose of distributing New Notes to be acquired in the Exchange Offer, such person (a) may not rely on the Staff’s position
enunciated in the Exxon Capital Letter, the Morgan Stanley Letter, the Shearman & Sterling Letter or interpretive letters to similar effect and (b) must comply with the registration and prospectus delivery requirements of the
Securities Act in connection with a secondary resale transaction. The Company acknowledges that such a secondary resale transaction by such person participating in the Exchange Offer for the purpose of distributing the New Notes should be covered by
an effective registration statement containing the selling securityholder information required by Item 507 of Regulation S-K under the Securities Act.

4.
 With respect to any broker-dealer who holds Old Notes acquired for its own account as a result of
market-making activities or other trading activities and who receives New Notes in exchange for such Old Notes pursuant to the Exchange Offer, neither the Company nor any of its affiliates has entered into any arrangement or understanding with such
broker-dealer to distribute the New Notes.

5.
 The Company will make each person participating in the Exchange Offer aware (through the Exchange Offer
prospectus or otherwise) that any broker-dealer who holds Old Notes acquired for its own account as a result of market-making activities or other trading activities, and who receives New Notes in exchange for such Old Notes pursuant to the Exchange
Offer, (a) may be a statutory underwriter and (b) must deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of such New Notes, which may be the prospectus for the Exchange Offer, so long as it
contains a plan of distribution with respect to such resale transactions (such plan of distribution need not name the broker-dealer or disclose the amount of New Notes held by the broker-dealer), and that, by delivering such prospectus, such
broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act.

6.
 The Company will also require each exchange offeree, in order to participate in the Exchange Offer, to
(a) if the exchange offeree is not a broker-dealer, acknowledge that by tendering the Old Notes in the Exchange Offer, such person will be deemed to represent that such person is not engaged in, and does not intend to engage in, a distribution
of the New Notes and (b) if the exchange offeree is a broker-dealer holding Old Notes acquired for its own account as a result of market-making activities or other trading activities, acknowledge that it will deliver a prospectus meeting the
requirements of the Securities Act in connection with any resale of the

Mercer International Inc.

  www.mercerint.com

 Corporate Office: Suite 1120, 700 West Pender Street,

 Registered Office: 14900 Interurban Avenue South, Suite 282

Vancouver, BC, V6C 1G8, Canada

604 684 1099

Seattle, Washington, USA 98168

206 674 4639

 May 31, 2019

 Page
 3

 New Notes received in respect of such Old Notes pursuant to the Exchange Offer. The Letter of Transmittal or
similar documentation will also contain a statement to the effect that, by delivering such a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act.

7.
 The Company will commence the Exchange Offer for the Old Notes when the Registration Statement is declared
effective by the Securities and Exchange Commission. The Exchange Offer will remain in effect for a limited time and will not require the Company to maintain an “evergreen” registration statement. The Exchange Offer will be conducted by
the Company in compliance with the Securities Exchange Act of 1934, as amended, and any applicable rules and regulations thereunder.

[Signature Page Follows]

Mercer International Inc.

  www.mercerint.com

 Corporate Office: Suite 1120, 700 West Pender Street,

 Registered Office: 14900 Interurban Avenue South, Suite 282

Vancouver, BC, V6C 1G8, Canada

604 684 1099

Seattle, Washington, USA 98168

206 674 4639

 May 31, 2019

 Page
 4

Yours truly,

MERCER INTERNATIONAL INC.

/s/ David Ure

David Ure

Chief Financial Officer

cc.
 H.S. Sangra, Sangra Moller LLP

Rod Talaifar, Sangra Moller LLP

Mercer International Inc.

  www.mercerint.com

 Corporate Office: Suite 1120, 700 West Pender Street,

 Registered Office: 14900 Interurban Avenue South, Suite 282

Vancouver, BC, V6C 1G8, Canada

604 684 1099

Seattle, Washington, USA 98168

206 674 4639

February 5, 2019
David K. Ure
Chief Financial Officer
Mercer International Inc.
Suite 1120, 700 West Pender Street
Vancouver, British Columbia, Canada, V6C 1G8
Re:Mercer International Inc.
Form 10-K for Fiscal Year Ended December 31, 2017
Filed February 16, 2018
File No. 000-51826
Dear Mr. Ure:
            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 Natural Resources

CORRESP
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CORRESP

 1000 Cathedral Place

 Reply Attention of:

 925 West Georgia Street

Vancouver, British Columbia

Canada V6C 3L2

Telephone: (604) 662-8808

Facsimile:  (604) 669-8803

www.sangramoller.com

 Our File No.: 5000255

 Direct Line: (604)
692-3022

Email: hsangra@sangramoller.com

 January 4, 2019

 VIA
EDGAR

 SECURITIES AND EXCHANGE COMMISSION

 Division
of Corporation Finance

 100 F Street, N.E.

Washington, D.C. 20549

Attention:

 Brad Skinner, Senior Assistant Chief Accountant

Jennifer O’Brien, Staff Accountant

 Office of
Natural Resources

 Dear Sirs/Mesdames:

Re:
 Mercer International Inc. (the “Company”)

Form 10-K for the year ended December 31, 2017 (the “2017 10-K”)

 Filed February 16, 2018

File No. 000-51826

We act as counsel for the Company and write in connection with the letter dated December 7, 2018 (the “Comment Letter”)
from the Securities and Exchange Commission (the “Commission”) commenting on the 2017 10-K. On behalf of the Company, we provide the following response to your comments.

For your ease of reference, we have reproduced the numbering in the Comment Letter and have set out below, in italics, the text of your
question followed by the Company’s response thereto.

 Form 10-K for Fiscal Year Ended December 31,
2017

 Business

 Cash Production Costs, page 19

1.
 Revise your disclosure to clearly demonstrate how cash production costs per ADMT is calculated. Your
revised disclosure should reconcile total cash production costs (numerator) to amounts disclosed in your consolidated statements of operations.

  Page
 2

 The Company acknowledges your comment and advises that in future filings, where cash
production costs are disclosed, it will include a reconciliation of total cash production costs to the Company’s cost of sales, excluding depreciation and amortization, as presented in its consolidated financial statements. Such disclosure will
be in substantially the following form:

 “The following table sets forth our consolidated cash production costs and
cash production costs per ADMT for our pulp segment, and a reconciliation of such amounts to cost of sales, excluding depreciation and amortization, as presented in our consolidated financial statements, are set out in the following table for the
periods indicated:

Year Ended December 31,

2017

2016

2015

(per ADMT
)(3)

(per ADMT
)(3)

(per ADMT
)(3)

 Fiber

$
399,013

$
265

$
376,839

$
264

$
416,694

$
286

 Labor

82,150

55

74,867

52

74,443

51

 Chemicals

80,541

53

72,188

51

73,862

51

 Energy

29,609

20

28,396

20

25,721

18

 Other

116,997

78

77,093

54

85,582

59

 Pulp segment cash production
costs(1)

708,310

$
471

629,383

$
441

676,302

$
465

 Pulp segment other direct costs(2)

78,218

71,356

76,201

 Pulp segment cost of sales, excluding depreciation and amortization

786,528

700,739

752,503

 Wood products segment and corporate and other cost of sales, excluding depreciation and
amortization

93,130

1,136

1,020

 Intercompany eliminations

(12,139
)

—

—

 Cost of sales, excluding depreciation and amortization

$
867,519

$
701,875

$
753,523

(1)
 Cash production costs exclude depreciation and amortization.

(2)
 Other direct costs primarily consist of freight and the net change in finished goods inventory.

(3)
 Cash production costs per ADMT are cash production costs divided by pulp production for the year.”

 Financial Statements

Consolidated Statements of Operations, page 104

2.
 Explain to us how you have considered the requirement to disclose cost of sales on the face [sic] your
statement of operations. See Rule 5-03(b)(2) of Regulation S-X.

Rule 5-03(b)(2) of Regulation S-X requires, among other
things, separate disclosure of: “(a) costs of tangible goods sold, (b) operating expenses of public utilities or others, (c) expenses applicable to rental income, (d) cost of services, and (e) expenses applicable to other
revenues.”

 In the Company’s consolidated statements of operations for the year ended December 31, 2017, included in the
2017 10-K, the Company presented “Operating costs, excluding depreciation and amortization” and “Operating depreciation and amortization”. Such line items represent the costs of the
tangible good sold by the Company as set forth in paragraph (a) of Rule 5-03(b)(2) of Regulation S-X. The Company respectfully submits that the disclosure in the
2017 10-K meets the requirement to disclose costs of sales on the face of the Company’s consolidated statement of operations as:

•

 it views the term “operating costs” to be interchangeable with the term “cost of tangible goods
sold” in terms of the nature of the costs that are classified in such line item; and

•

 it does not incur the types of expenses set forth in paragraphs (b) through (e) of Rule 5-03(b)(2) of Regulation S-X.

  Page
 3

 In addition, the Company advises that in future filings, it proposes to refer to
“Operating costs, excluding depreciation and amortization” as “Cost of sales, excluding depreciation and amortization” and “Operating depreciation and amortization” as “Cost of sales depreciation and
amortization”.

 Supplemental Financial Information (Unaudited), page 138

3.
 The amount you have reported as gross profit appears to be operating income. Explain to us how this
presentation meets the requirements of Item 302(a)(1) of Regulation S-K.

The Company has reviewed Item 302(a)(1) of Regulation S-K, which requires, among other things,
disclosure of “gross profit (net sales less costs and expenses associated directly with or allocated to products sold or services rendered)”. The Company advises that the amount reported as gross profit under “Supplemental Financial
Information” in the 2017 10-K was equal to operating income, which includes selling, general and administrative costs. As such costs are generally not considered to be costs directly associated with or
allocated to products sold, the Company advises that in future filings it will disclose gross profit, which will be equal to operating income, less selling, general and administrative costs and any other costs and expenses that are not associated
with or allocated to products sold or services rendered.

 We trust the foregoing to be in order, but should you have any questions or
concerns, please do not hesitate to contact the undersigned at (604) 692-3022 or Rod Talaifar of our office at (604) 692-3023.

Yours truly,

 SANGRA MOLLER LLP

/s/ H.S. Sangra

Per:

H.S. Sangra

 /s/ Rod Talaifar

 Per:

Rod Talaifar

 /s/ Jason Yick

 Per:

Jason Yick

New York State Bar No. 4839049

cc.
 Mercer International Inc.

Attention:    David K. Ure

December 7, 2018
David K. Ure
Chief Financial Officer
Mercer International Inc.
Suite 1120, 700 West Pender Street
Vancouver, British Columbia, Canada, V6C 1G8
Re:Mercer International Inc.
Form 10-K for Fiscal Year Ended December 31, 2017
Filed February 16, 2018
File No. 000-51826
Dear Mr. Ure:
            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 these comments 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 our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
Form 10-K for Fiscal Year Ended December 31, 2017
Business
Cash Production Costs, page 19
1.Revise your disclosure to clearly demonstrate how cash production costs per ADMT is
calculated.  Your revised disclosure should reconcile total cash production costs
(numerator) to amounts disclosed in your consolidated statements of operations.
Financial Statements
Consolidated Statements of Operations, page 104
2.Explain to us how you have considered the requirement to disclose cost of sales on the
face your statement of operations.  See Rule 5-03(b)(2) of Regulation S-X.

 FirstName LastNameDavid K. Ure
 Comapany NameMercer International Inc.
 December 7, 2018 Page 2
 FirstName LastName
David K. Ure
Mercer International Inc.
December 7, 2018
Page 2
Supplementary Financial Information (Unaudited), page 138
3.The amount you have reported as gross profit appears to be operating income.  Explain to
us how this presentation meets the requirements of Item 302(a)(1) of Regulation S-K.
            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.
            You may contact Jennifer O'Brien, Staff Accountant, at 202-551-3721 if you have
questions regarding comments on the financial statements and related matters.  Please contact
Brad Skinner, Senior Assistant Chief Accountant, at 202-551-3489 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Natural Resources

CORRESP
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CORRESP

 August 8, 2018

 VIA
EDGAR

 UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Division of Corporation Finance

 100 F Street, NE

Washington, DC 20549

 Ladies and Gentlemen:

Re:
 Mercer International Inc.

 Registration Statement on Form S-4

 File No. 333-226443

 Request for Acceleration

Pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, the undersigned registrant, Mercer International Inc., a
Washington corporation, respectfully requests that the effective date for the Registration Statement referred to above be accelerated so that it will become effective at 2:00 p.m., Eastern time, on August 10th, 2018, or as soon as practicable
thereafter.

 Yours truly,

 MERCER INTERNATIONAL INC.

/s/ David K. Ure

David K. Ure

Chief Financial Officer

cc.
 Anuja A. Majmudar, Securities and Exchange Commission

 H.S. Sangra, Sangra Moller LLP

 Rod Talaifar, Sangra Moller LLP

Mail Stop 4628
August 7 , 2018

David M. Gandossi
President and Chief Executive Officer
Mercer International  Inc.
Suite 1120, 700 West Pender Street
Vancouver, British Columbia, Canada,  V6C 1G8

Re: Mercer International  Inc.
  Registration Statement on Form S-4
Filed  July 30,  2018
  File No.  333-226443

Dear Mr. Gandossi :

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 Anuja A. Majmudar, Attorney -Advisor,  at 202 -551-3844  with any
questions.

Sincerely,

 /s/ Kevin M. Dougherty for

 John Reynolds
Assistant Director
Office of Natural Resources

cc: H.S. Sangra, Esq.
 Sangra Moller LLP

CORRESP
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CORRESP

 July 30, 2018

 VIA
EDGAR

 SECURITIES AND EXCHANGE COMMISSION

 Division of
Corporation Finance

 100 F Street, NE

 Washington, DC 20549

 Dear Sirs/Mesdames:

Re:
 Mercer International Inc.

 Registration Statement on Form S-4

 Filed on the Date Hereof

 In connection with the offer (the
“Exchange Offer”) by Mercer International Inc., a Washington corporation (the “Company”), to exchange 5.500% Senior Notes due 2026 (the “New Notes”), such New Notes to be registered under the
Securities Act of 1933, as amended (the “Securities Act”), for any and all of its outstanding 5.500% Senior Notes due 2026 (the “Old Notes”), $300,000,000 aggregate principal amount of which were issued on
December 20, 2017, the Company hereby represents and warrants to the staff of the Securities and Exchange Commission (the “Staff”) as follows:

1.
 The Company is registering the New Notes through a Registration Statement on Form S-4 (the “Registration Statement”) in reliance on the Staff’s position enunciated in Exxon Capital Holdings Corp., SEC No-Action Letter (publicly
available May 13, 1988) (the “Exxon Capital Letter”), Morgan Stanley & Co. Inc., SEC No-Action Letter (publicly available June 5, 1991) (the
“Morgan Stanley Letter”), Shearman & Sterling, SEC No-Action Letter (publicly available July 2, 1993) (the “Shearman &
Sterling Letter”) and other interpretive letters to similar effect.

2.
 The Company has not entered into any arrangement or understanding with any person to distribute the New
Notes to be received in the Exchange Offer and, to the best of the Company’s information and belief, each person participating in the Exchange Offer is acquiring the New Notes in the ordinary course of its business and has no arrangement or
understanding with any person to participate in the distribution of the New Notes to be received in the Exchange Offer.

 Mercer International
Inc.  |  www.mercerint.com

 Corporate Office: Suite 1120, 700 West Pender Street,

Vancouver, BC, V6C 1G8, Canada | 604 684 1099

 Registered Office: 14900 Interurban Avenue South, Suite 282

Seattle, Washington, USA 98168 | 206 674 4639

 July 30, 2018

 Page
 2

3.
 In this regard, the Company will make each person participating in the Exchange Offer aware (through the
Exchange Offer prospectus or otherwise) that if such person is participating in the Exchange Offer for the purpose of distributing New Notes to be acquired in the Exchange Offer, such person (a) may not rely on the Staff’s position
enunciated in the Exxon Capital Letter, the Morgan Stanley Letter, the Shearman & Sterling Letter or interpretive letters to similar effect and (b) must comply with the registration and prospectus delivery requirements of the
Securities Act in connection with a secondary resale transaction. The Company acknowledges that such a secondary resale transaction by such person participating in the Exchange Offer for the purpose of distributing the New Notes should be covered by
an effective registration statement containing the selling securityholder information required by Item 507 of Regulation S-K under the Securities Act.

4.
 With respect to any broker-dealer who holds Old Notes acquired for its own account as a result of
market-making activities or other trading activities and who receives New Notes in exchange for such Old Notes pursuant to the Exchange Offer, neither the Company nor any of its affiliates has entered into any arrangement or understanding with such
broker-dealer to distribute the New Notes.

5.
 The Company will make each person participating in the Exchange Offer aware (through the Exchange Offer
prospectus or otherwise) that any broker-dealer who holds Old Notes acquired for its own account as a result of market-making activities or other trading activities, and who receives New Notes in exchange for such Old Notes pursuant to the Exchange
Offer, (a) may be a statutory underwriter and (b) must deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of such New Notes, which may be the prospectus for the Exchange Offer, so long as it
contains a plan of distribution with respect to such resale transactions (such plan of distribution need not name the broker-dealer or disclose the amount of New Notes held by the broker-dealer), and that, by delivering such prospectus, such
broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act.

6.
 The Company will also require each exchange offeree, in order to participate in the Exchange Offer, to
(a) if the exchange offeree is not a broker-dealer, acknowledge that by tendering the Old Notes in the Exchange Offer, such person will be deemed to represent that such person is not engaged in, and does not intend to engage in, a distribution
of the New Notes and (b) if the exchange offeree is a broker-dealer holding Old Notes acquired for its own account as a result of market-making activities or other trading activities, acknowledge that it will deliver a prospectus meeting the
requirements of the Securities Act in connection with any resale of the

 Mercer International
Inc.  |  www.mercerint.com

 Corporate Office: Suite 1120, 700 West Pender Street,

Vancouver, BC, V6C 1G8, Canada | 604 684 1099

 Registered Office: 14900 Interurban Avenue South, Suite 282

Seattle, Washington, USA 98168 | 206 674 4639

 July 30, 2018

 Page
 3

New Notes received in respect of such Old Notes pursuant to the Exchange Offer. The Letter of Transmittal or similar documentation will also contain a statement to the effect that, by delivering
such a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act.

7.
 The Company will commence the Exchange Offer for the Old Notes when the Registration Statement is declared
effective by the Securities and Exchange Commission. The Exchange Offer will remain in effect for a limited time and will not require the Company to maintain an “evergreen” registration statement. The Exchange Offer will be conducted by
the Company in compliance with the Securities Exchange Act of 1934, as amended, and any applicable rules and regulations thereunder.

[Signature Page Follows]

 Mercer International
Inc.  |  www.mercerint.com

 Corporate Office: Suite 1120, 700 West Pender Street,

Vancouver, BC, V6C 1G8, Canada | 604 684 1099

 Registered Office: 14900 Interurban Avenue South, Suite 282

Seattle, Washington, USA 98168 | 206 674 4639

 Yours truly,

MERCER INTERNATIONAL INC.

 /s/ David Ure

David Ure

Chief Financial Officer

cc.
 H.S. Sangra, Sangra Moller LLP

 Rod Talaifar, Sangra Moller LLP

 Mercer International
Inc.  |  www.mercerint.com

 Corporate Office: Suite 1120, 700 West Pender Street,

Vancouver, BC, V6C 1G8, Canada | 604 684 1099

 Registered Office: 14900 Interurban Avenue South, Suite 282

Seattle, Washington, USA 98168 | 206 674 4639

Mail Stop 4628

January 1 2, 201 8

Via E -mail
David K. Ure
Chief Financial Officer
Mercer International Inc.
Suite 1120, 700 West Pender Street
Vancouver, British Columbia
Canada, V6C 1G8

Re: Mercer International Inc.
Form 10 -K for Fiscal Year E nded  December 31, 201 6
Filed February 10, 201 7
File No. 000-51826

Dear Mr. Ure:

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 the ir disclosure s, notwithstanding
any review, comments, action or absence of action by the staff .

Sincerely,

 /s/ Ethan Horowitz

Ethan Horowitz
Accounting Branch Chief
Office of Natural Resources

CORRESP
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CORRESP

 November 29, 2017

VIA EDGAR AND COURIER

 SECURITIES AND EXCHANGE
COMMISSION

 Division of Corporation Finance

 100 F Street,
N.E.

 Washington, D.C. 20549

 Attention:

Ethan Horowitz, Accounting Branch Chief, Office of Natural Resources

 Dear Sirs/Mesdames:

Re:
Mercer International Inc. (the “Company”)

Form 10-K for the year ended December 31, 2016 (the “2016 10-K”)

Filed February 10, 2017

File No. 000-51826

We act as counsel for the Company and write in connection with the letter dated November 15, 2017 (the “Comment Letter”) from the
Securities and Exchange Commission (the “Commission”) commenting on the 2016 10-K. On behalf of the Company, we provide the following response to your comments.

For your ease of reference, we have reproduced the numbering in the Comment Letter and have set out below, in italics, the text of your question followed by
the Company’s response thereto.

 Form 10-K for Fiscal Year Ended December 31, 2016

Management Discussions and Analysis of Financial Condition and Results of Operations, page 57

Liquidity and Capital Resources, page 65

1.
We note that majority of your revenue is derived from sales outside of the United States. To the extent that you have material cash balances outside of the United States, revise to disclose the amount of such cash
and cash equivalents. Refer to Item 303(a)(1) of Regulation S-K and, for additional guidance, Section IV of SEC Release 33-8350.

The Company supplementally advises that substantially all of its operations, operational funding requirements and cash and cash equivalent balances are
located in jurisdictions outside the United States (which are disclosed to be Germany and Canada). Accordingly, the Company does not believe that cash and cash equivalents balances outside of the United States have a material impact on the
Company’s liquidity. As such, the Company respectfully submits that specific disclosure of its cash and cash equivalents outside the United States would not enhance an investor’s understanding of the Company’s ability to fund its
operations.

 November 29, 2017

  Page
 2

 The Company advises that the 2016 10-K included the following
disclosure under “Liquidity and Capital Resources – Sources and Uses of Funds”, which addressed potential income tax impacts if cash and cash equivalents held outside the United States were required to be repatriated:

“We currently consider the majority of undistributed earnings of our foreign subsidiaries to be indefinitely reinvested and accordingly no
U.S. income tax has been provided on such earnings. However, if we were required to repatriate funds to the United States, we believe that we currently could repatriate the majority thereof without incurring any material amount of taxes as a
result of our shareholder advances and tax loss carryforwards. However, it is currently not practical to estimate the income tax liability that might be incurred if such earnings were remitted to the United States.” [Emphasis added.]

 The Company proposes to revise the above disclosure in future filings to include the following:

“Substantially all of the Company’s undistributed earnings are held by its foreign subsidiaries outside of the United States.”

 Critical Accounting Policies, page 71

2.
Expand the disclosure regarding your critical accounting policies to address the uncertainties associated with the methods, assumptions, and estimates underlying revenue recognition. Include a discussion of
assumptions made in accounting for your different sources of revenue and the extent to which these assumptions are sensitive to changes based on outcomes that are deemed reasonably likely to occur. Your revised disclosure should address concessions
offered to your customers including discounts, rebates, and allowances and provide quantitative disclosure if it is reasonably available. Refer to section V of SEC Release No. 33-8350.

 As set forth in Note 1 to the Company’s audited consolidated annual financial statements for the year ended December 31,
2016, the Company recognizes revenues from:

(a)
pulp and chemical sales, when persuasive evidence of an arrangement exists, the sales price is fixed or determinable, title of ownership and risk of loss have passed to the customer and collectability is reasonably
assured; and

(b)
energy sales, when the electricity is consumed by customers and when collection is reasonably assured, with customer bills being based on agreed upon long term pre-established
tariffs and meter readings that indicate electricity consumption.

 The Company supplementally advises the Commission that:

(a)
its pulp revenues are generally recognized on a specific order basis, where the price under each sales contract becomes fixed and determinable when the specific order is received from the customer and agreed by the
Company’s management;

(b)
for the substantial majority of the Company’s pulp sales, title and risk of loss pass at specific points in the shipping process, which are confirmed by third-party service providers;

 November 29, 2017

  Page
 3

(c)
certain of its pulp sales in North America that are shipped by train have underlying sales contracts that provide that title and risk of loss transfer to the customer at the customer’s location. For such sales, the
timing of revenues are estimated based on historical average train delivery times for the relevant locations, with actual delivery dates monitored at the end of reporting periods in order to make any necessary adjustments for period end revenues.
Such sales represented less than 3% of the Company’s total pulp revenues for the year ended December 31, 2016;

(d)
its energy revenues are all based on long term contracts or arrangements with customers that prescribe specific pricing based on the time of year and time of day and are based on mechanical electrical metering devices,
which are accurate and eliminate the need for judgement or estimation; and

(e)
pulp and chemical sales revenues are reported by the Company net of any discounts or allowances offered to customers, which discounts and/or allowances are generally not material, representing less than 0.2% of the
Company’s annual revenues for the year ended December 31, 2016.

 Based on the foregoing, the Company respectfully submits that the
nature of estimates or assumptions in respect of its revenue recognition do not require a high level of subjectivity and judgement and, accordingly, additional disclosure regarding its revenue recognition policies would not be meaningful to an
investor’s understanding of same.

 Financial Statements

Notes to the Consolidated Financial Statements, page 98

Note 8. Income Taxes, page 113

3.
Disclosure in your Form 10-K indicates that as you consider the majority of undistributed earnings of foreign subsidiaries to be indefinitely reinvested, no United States
income tax has been provided on such earnings. However, we note that you recognized a deferred tax liability in 2016 on undistributed earnings that you do not intend to indefinitely reinvest outside the United States. Tell us about the circumstances
that led to the recognition of this deferred tax liability (e.g., you determined that funds that will be repatriated). In addition, tell us how the factors that led to the recognition of this deferred tax liability were considered in your conclusion
that the remainder of your undistributed earnings of foreign subsidiaries are indefinitely reinvested pursuant to FASB ASC
740-30-25-17.

The Company advises that the specific circumstance that led to the recognition of the deferred tax liability in 2016 was a forecasted 2017 dividend based on
the 2016 results at its Rosenthal mill. As at December 31, 2016, the Rosenthal mill, at the direction of the Company, was forecasted to pay the Company (as Rosenthal’s parent company) a €36 million dividend in 2017. The
€36 million dividend was calculated using 2016 earnings not 2017 earnings. As a result of the anticipated repatriation of cash from the Rosenthal mill, a deferred tax liability was recognized for this dividend payment. The dividend was
considered one-time in that it was management’s intention to use the funds to finance a specific acquisition by the Company or, if required, loan such funds to Rosenthal to finance its operations.

 November 29, 2017

  Page
 4

 The Company further advises that it determined that the Rosenthal mill would not remit earnings in excess of
the above-mentioned €36 million. Accordingly, a deferred tax liability was not recognized for the remaining outside basis difference of $238.3 million (€226 million), all of which is attributable to Rosenthal. The principal
factors considered by the Company in making such determination were as follows:

(a)
the Rosenthal mill has significant ongoing cash requirements that reduce its ability to distribute cash in excess of its current year earnings; and

(b)
such cash requirements include plans to reinvest capital in the Rosenthal mill in order to achieve both additional operational efficiencies (including debottlenecking and logistic initiatives), to increase production
capacity and to invest in maintenance and safety related projects.

4.
You state that it is not practicable to estimate the additional amount of unrecognized deferred tax liability related to undistributed earnings of foreign subsidiaries permanently reinvested outside the United
States. Explain your basis for this assertion, especially considering the deferred tax liability recognized in 2016 for undistributed foreign earnings that will not be indefinitely reinvested. Refer to FASB ASC 740-30-50-2.

 The Company advises that the basis for its
assertion regarding the above unrecognized deferred tax liability is that the potential timing of remitted earnings is uncertain and in order to calculate the deferred tax liability if the earnings were remitted, the Company would need to know the
corresponding foreign tax credit which takes into consideration the German taxes to be paid by Rosenthal. The timing of remitted earnings is uncertain as the Company has no existing plans to repatriate cash. Consequently, due to the uncertainty of
the timing of dividends and the German taxes paid in the years a dividend may be paid, it is not practicable to calculate the unrecognized deferred tax liability with a reasonable degree of accuracy.

We trust the foregoing to be in order, but should you have any questions or concerns, please do not hesitate to contact the undersigned at (604) 692-3022 or Rod Talaifar of our office at (604) 692-3023.

 Yours truly,

SANGRA MOLLER LLP

 /s/ H.S. Sangra

Per:

 H.S. Sangra

/s/ Rod Talaifar

 Per:

Rod Talaifar

 /s/ Jason Yick

Per:

 Jason Yick

New York State Bar No. 4839049

cc.    Mercer International Inc.

Attention:    David K. Ure

Mail Stop 4628

November 15 , 2017

Via E -mail
David K. Ure
Chief Financial Officer
Mercer International Inc.
Suite 1120, 700 West Pender Street
Vancouver, British Columbia
Canada, V6C 1G8

Re: Mercer International Inc.
Form 10 -K for Fiscal Year E nded  December 31, 201 6
Filed February 10, 201 7
File No. 000-51826

Dear Mr. Ure:

We have limited our review of your filing to the financial statements and related
disclosures 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 these comments  within ten busine ss days by providing the requested
information or advis e us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.

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

Form 10 -K for Fiscal Year E nded December 31, 201 6

Management Discussions and Analysis of Financial Condition and Results of Operations,
page 57

Liquidity and Capital Resources, page 65

1. We note that majority of your revenue is derived from sales outside  of the United States.
To the extent that you have material cash balances outside of the United States, revise to
disclose the amount of such cash and cash equivalents.  Refer to Item 303(a)(1) of
Regulation S -K and, for additional guidance, Section IV of  SEC Release 33 -8350.

David K. Ure
Mercer International  Inc.
November 15 , 2017
Page 2

 Critical Accounting Policies, page 71

2. Expand the disclosure regarding your critical accounting policies to address the
uncertainties associated with the methods, assumptions, and estimates underlying revenue
recognition.  Include a discussion of assumptions made in accounting for your different
sources of revenue and the extent to which these assumptions are sensitive to c hanges
based on outcomes that are deemed reasonably likely to occur.  Your revised disclosure
should address concessions offered to your customers including discounts, rebates, and
allowances and provide quantitative disclosure if it is reasonably availabl e.  Refer to
section V of SEC Release No. 33 -8350.

Financial Statements

Notes to the Consolidated Financial Statements, page 98

Note 8. Income Taxes, page 113

3. Disclosure in your Form 10 -K indicates that as you consider the majority of undistributed
earnings of foreign subsidiaries to be indefinitely reinvested, no United States income tax
has been provided on such earnings.  However, we note that you recognized a deferred
tax liability in 2016 on undistributed earnings that you do not intend to indefini tely
reinvest outside the United States.   Tell us about the circumstances that led to the
recognition of this deferred tax liability (e.g., you determined that funds that will be
repatriated).  In addition, tell us how the factors that led to the recogniti on of this deferred
tax liability were considered in your conclusion that the remainder of your undistributed
earnings of foreign subsidiaries are indefinitely reinvested pursuant to FASB ASC 740 -
30-25-17.

4. You state that it is not practicable to estimate the additional amount of unrecognized
deferred tax liability related to undistributed earnings of foreign subsidiaries permanently
reinvested outside the United States.  Explain your basis for this assertion, especially
considering the deferred tax liabili ty recognized in 2016 for undistributed foreign
earnings that will not be indefinitely reinvested.  Refer to FASB ASC 740 -30-50-2.

David K. Ure
Mercer International  Inc.
November 15 , 2017
Page 3

 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.

You may contact Wei Lu, Staff Accountant, at (202) 551 -3725 or me at (202) 551 -3311
with any questions.

Sincerely,

 /s/ Ethan Horo witz

Ethan Horowitz
Accounting Branch Chief
Office of Natural Resources

CORRESP
1
filename1.htm

CORRESP

 August 18, 2017

 VIA
EDGAR

 UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Division of Corporation Finance

 100 F Street, NE

Washington, DC 20549

 Ladies and Gentlemen:

Re:
 Mercer International Inc.

Registration Statement on Form S-4

File No. 333-219866

Request for Acceleration

 Pursuant to Rule 461 promulgated
under the Securities Act of 1933, as amended, the undersigned registrant, Mercer International Inc., a Washington corporation, respectfully requests that the effective date for the Registration Statement referred to above be accelerated so that it
will become effective at 2:00 p.m., Eastern time, on August 22, 2017, or as soon as practicable thereafter.

 Yours truly,

MERCER INTERNATIONAL INC.

 /s/ David K. Ure

 David K. Ure

 Chief Financial
Officer

cc.
 Lisa Krestynick, Securities and Exchange Commission

H.S. Sangra, Sangra Moller LLP

Rod Talaifar, Sangra Moller LLP

MERCER INTERNATIONAL INC

 SUITE 1120, 700 WEST PENDER
STREET, VANCOUVER, BC V6C 1G8 T: (604) 684-1099 F: (604) 684-1094

Mail Stop 4628
August 16 , 2017

David M. Gandossi
President and Chief Executive Officer
Mercer International Inc.
Suite 1120, 700 West Pender Street
Vancouver, British Columbia
Canada, V6C 1G8

 Re: Mercer International Inc.
  Registration Statement on Form S-4
Filed  August 10 , 2017
  File No.  333-219866

Dear Mr. Gandossi :

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 Lisa Krestynick, Staff  Attorney,  at (202) 551 -3056 with any questions.

Sincerely,

 /s/ Kevin M. Dougherty for

H. Roger Schwall
Assistant Director
Office of Natural Resources

cc: Andrew Bond, Esq.
 Davis Wright Tremaine LLP

CORRESP
1
filename1.htm

CORRESP

 August 10, 2017

 VIA
EDGAR

 SECURITIES AND EXCHANGE COMMISSION

 Division of
Corporation Finance

 100 F Street, NE

 Washington, DC 20549

 Dear Sirs/Mesdames:

Re:
 Mercer International Inc.

 Registration Statement on Form S-4

 Filed on the Date Hereof

 In connection with the offer (the
“Exchange Offer”) by Mercer International Inc., a Washington corporation (the “Company”), to exchange 6.500% Senior Notes due 2024 (the “New Notes”), such New Notes to be registered under the
Securities Act of 1933, as amended (the “Securities Act”), for any and all of its outstanding 6.500% Senior Notes due 2024 (the “Old Notes”), $225,000,000 aggregate principal amount of which were issued on
February 3, 2018 and $25,000,000 aggregate principal amount of which were issued on March 27, 2017, the Company hereby represents and warrants to the staff of the Securities and Exchange Commission (the “Staff”) as
follows:

1.
 The Company is registering the New Notes through a Registration Statement on Form S-4 (the
“Registration Statement”) in reliance on the Staff’s position enunciated in Exxon Capital Holdings Corp., SEC No-Action Letter (publicly available May 13, 1988) (the “Exxon Capital Letter”),
Morgan Stanley & Co. Inc., SEC No-Action Letter (publicly available June 5, 1991) (the “Morgan Stanley Letter”), Shearman & Sterling, SEC No-Action Letter (publicly available July 2, 1993)
(the “Shearman & Sterling Letter”) and other interpretive letters to similar effect.

2.
 The Company has not entered into any arrangement or understanding with any person to distribute the New Notes
to be received in the Exchange Offer and, to the best of the Company’s information and belief, each person participating in the Exchange Offer is acquiring the New Notes in the ordinary course of its business and has no arrangement or
understanding with any person to participate in the distribution of the New Notes to be received in the Exchange Offer.

3.
 In this regard, the Company will make each person participating in the Exchange Offer aware (through the
Exchange Offer prospectus or otherwise) that if such person is participating in the Exchange Offer for the purpose of distributing New Notes to be acquired in the Exchange Offer, such person (a) may not rely on the Staff’s position
enunciated in the Exxon Capital Letter, the Morgan Stanley Letter, the Shearman & Sterling Letter or interpretive letters to similar effect and (b) must comply with the registration and prospectus delivery requirements of the
Securities Act in connection with a secondary resale transaction. The Company acknowledges that such a secondary resale transaction by such person participating in the Exchange Offer for the purpose of distributing the New Notes should be covered by
an effective registration statement containing the selling securityholder information required by Item 507 of Regulation S-K under the Securities Act.

MERCER INTERNATIONAL INC.

 SUITE 1120, 700 WEST PENDER
STREET, VANCOUVER, BC V6C 1G8 T: (604) 684-1099 F: (604) 684-1094

 SUITE 282, 14900 INTERURBAN AVENUE SOUTH, SEATTLE, WASHINGTON 98168 T:
(206) 674 4639 F: (206) 674 4629

 August 10, 2017

Page 2

4.
 With respect to any broker-dealer who holds Old Notes acquired for its own account as a result of
market-making activities or other trading activities and who receives New Notes in exchange for such Old Notes pursuant to the Exchange Offer, neither the Company nor any of its affiliates has entered into any arrangement or understanding with such
broker-dealer to distribute the New Notes.

5.
 The Company will make each person participating in the Exchange Offer aware (through the Exchange Offer
prospectus or otherwise) that any broker-dealer who holds Old Notes acquired for its own account as a result of market-making activities or other trading activities, and who receives New Notes in exchange for such Old Notes pursuant to the Exchange
Offer, (a) may be a statutory underwriter and (b) must deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of such New Notes, which may be the prospectus for the Exchange Offer, so long as it
contains a plan of distribution with respect to such resale transactions (such plan of distribution need not name the broker-dealer or disclose the amount of New Notes held by the broker-dealer), and that, by delivering such prospectus, such
broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act.

6.
 The Company will also require each exchange offeree, in order to participate in the Exchange Offer, to
(a) if the exchange offeree is not a broker-dealer, acknowledge that by tendering the Old Notes in the Exchange Offer, such person will be deemed to represent that such person is not engaged in, and does not intend to engage in, a distribution
of the New Notes and (b) if the exchange offeree is a broker-dealer holding Old Notes acquired for its own account as a result of market-making activities or other trading activities, acknowledge that it will deliver a prospectus meeting the
requirements of the Securities Act in connection with any resale of the New Notes received in respect of such Old Notes pursuant to the Exchange Offer. The Letter of Transmittal or similar documentation will also contain a statement to the effect
that, by delivering such a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act.

7.
 The Company will commence the Exchange Offer for the Old Notes when the Registration Statement is declared
effective by the Securities and Exchange Commission. The Exchange Offer will remain in effect for a limited time and will not require the Company to maintain an “evergreen” registration statement. The Exchange Offer will be conducted by
the Company in compliance with the Securities Exchange Act of 1934, as amended, and any applicable rules and regulations thereunder.

[Signature Page Follows]

MERCER INTERNATIONAL INC.

 SUITE 1120, 700 WEST PENDER
STREET, VANCOUVER, BC V6C 1G8 T: (604) 684-1099 F: (604) 684-1094

 SUITE 282, 14900 INTERURBAN AVENUE SOUTH, SEATTLE, WASHINGTON 98168 T:
(206) 674 4639 F: (206) 674 4629

 Yours truly,

MERCER INTERNATIONAL INC.

/s/ David Ure

David Ure

Chief Financial Officer

cc.
 H.S. Sangra, Sangra Moller LLP

 Rod Talaifar, Sangra Moller LLP

CORRESP
1
filename1.htm

CORRESP

 September 22, 2016

VIA EDGAR AND FACSIMILE

 UNITED STATES SECURITIES
AND

 EXCHANGE COMMISSION

 Division of Corporation Finance

 100 F Street, N.E.

 Washington, D.C. 20549

Attention: H. Roger Schwall

 Dear Sirs/Mesdames:

Re:
Mercer International Inc.

Registration Statement on Form S-3

File No.: 333-213644

Request for Acceleration

 In accordance with Rule 461 promulgated under the
Securities Act of 1933, as amended, the undersigned registrant, Mercer International Inc., a Washington Corporation (the “Registrant”), respectfully requests that the effective date for the above-referenced Registration Statement be
accelerated so that it will be declared effective at 2:00 p.m., New York City time, on September 26, 2016, or as soon as practicable thereafter.

 The
Registrant hereby acknowledges that:

(i)
should the Securities and Exchange Commission (the “Commission”) or the staff, acting pursuant to delegated authority, declare the Registration Statement effective, it does not foreclose the Commission
from taking any action with respect to the Registration Statement;

(ii)
the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the Registration Statement effective, does not relieve the Registrant from its full responsibility for the adequacy and
accuracy of the disclosure in the Registration Statement; and

 MERCER INTERNATIONAL INC.

SUITE 1120, 700 WEST PENDER STREET, VANCOUVER, BC V6C 1G8 T: (604) 684-1099 F: (604) 684-1094

(iii)
the Registrant may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

 Yours truly,

MERCER INTERNATIONAL INC.

By:

 /s/ David K. Ure

Name:

David K. Ure

Title:

Chief Financial Officer,

 Senior Vice-President, Finance, and

Secretary

MERCER INTERNATIONAL INC.

 SUITE 1120, 700 WEST PENDER
STREET, VANCOUVER, BC V6C 1G8 T: (604) 684-1099 F: (604) 684-1094

Mail Stop 4628
September 21, 2016

David M. Gandossi
Chief Executive Officer
Mercer International  Inc.
Suite 1120, 700 West Pender Street
Vancouver, British Columbia
Canada, V6C 1G8

Re: Mercer International Inc.
Registration Statement on Form S-3
Filed  September 15 , 2016
  File No.  333-213644

Dear Mr. Gandossi :

This is to advise you that we have not  reviewed and will not review your registration
statement .

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 Act of 193 3 and
all applicable Securities  Act rules require.   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 the event you request acceleration of the effective date of the pending regist ration
statement , please provide  a written statement from the company acknowledging that:

 should the Commission or the staff, acting pursuant to delegated authority, declare the
filing effective, it does not foreclose the Commission from taking any action with respect
to the filing;

 the action of the Commission or the staff, acting pursuant t o delegated authority, in
declaring the filing effective, does not relieve the company from its full responsibility for
the adequacy and accuracy of the disclosure in the filing; and

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

David M. Gandossi
Mercer International  Inc.
September 21 , 2016
Page 2

 Please refer to Rules 460 and 461 regarding requests for  acceleration .  We will consider a
written request for acceler ation of the effective date of the registration statement as confirmation
of the fact that those requesting acceleration are aware of their respective responsibilities under
the Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed
public offering of the registered securities .

Please  contact Lisa Krestynick, Staff Attorney, at (202) 551 -3056  with any questions.

Sincerely,

 /s/ Timothy S. Levenberg

      for H. Roger Schwall
Assistant Director
Office of Natural Resources

cc: Harjit S. Sangra , Esq.
Sangra Moller LLP

CORRESP
1
filename1.htm

Correspondence

 April 23, 2012

 VIA EDGAR AND E-MAIL

 UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

 Division of
Corporation Finance

 100 F Street, N.E.

 Washington, D.C. 20549-3628

Attention:
  Mellissa Campbell Duru, Special Counsel

     Office of Mergers & Acquisitions

 Dear Sirs/Mesdames:

Re:
Mercer International Inc. (“Mercer”)

 Proxy Statement on Schedule 14A (the “Proxy Statement”)

 Filed
March 12, 2012

 File No. 0-51826

 We are in receipt of the comment letter dated April 19, 2012 (the “Comment Letter”) from the United States Securities and Exchange Commission (the “Commission”) regarding the
Proxy Statement. On behalf of Mercer, we provide the following responses to the Commission’s comments. For ease of reference, the text of the Commission’s questions from the Comment Letter have been reproduced below, in italics, followed
by Mercer’s responses thereto.

 Capitalized terms that are not defined herein shall have the meanings ascribed thereto in the Proxy
Statement.

 1. We note your response to our oral comment requesting an analysis of whether the increased cash component of the consideration
announced on April 11, 2012 required a re-solicitation of Mercer shareholders. Please supplementally advise us of when you began discussions regarding the potential increase in offer consideration, inclusive of when discussions commenced
regarding a possible increase in the cash component of the consideration. Given that the possibility of an increase in cash consideration was not part of the disclosure included in the proxy statement, provide us with your analysis of why disclosure
of any such discussions regarding the potential for an increase in consideration in the form of cash (versus stock) was omitted from soliciting materials made available to shareholders in advance of the April 10, 2012 meeting.

The increased cash component of Mercer’s offer was part of an overall negotiated amendment (the “Amendment”) to the Support Agreement
entered into by Mercer and Fibrek at about 9:00 a.m. (Eastern Time) on Wednesday, April 11, 2012 that also provided for the adoption of a new rights plan (the “New Rights Plan”) by Fibrek on April 11, 2012 and an increase in the
expenses reimbursement payable by Fibrek to Mercer of 20%, or $400,000, to $2.4 million. Mercer and Fibrek negotiated and settled the terms of the Amendment late in the evening on April 10, 2012 and Fibrek obtained board approval for the
Amendment about 8:30 a.m. (Eastern Time) on Wednesday, April 11, 2012.

 April 23, 2012

 Page 2

 The key feature to the Amendment was the adoption of the New Rights Plan by Fibrek (which Mercer
believed enhanced the prospects of success of its Offer) and which was only approved and adopted by Fibrek on April 11, 2012. The increase in the cash portion of the Offer was not unilateral by Mercer – it was provided by Mercer after
completion of additional due diligence on the afternoon of April 10, 2012 and as part of the adoption of the New Rights Plan by Fibrek and the increase in expense reimbursement payable to Mercer. Without these two features, which were accepted
by Fibrek on April 11, 2012, Mercer would not have increased the Offer.

 The following is a brief summary of the events leading up to the
execution of the Amendment on April 11, 2012:

•

 On Friday, April 6, 2012, in light of: (i) the then upcoming April 11, 2012 expiry of the Abitibi Bid; (ii) the April 13, 2012
expiry of certain lock-up agreements between Abitibi and certain Fibrek shareholders; and (iii) the pending applications of the parties for leave to appeal to the Supreme Court of Canada, Mercer’s advisors approached Fibrek’s advisors
seeking the adoption of the New Rights Plan by Fibrek. Fibrek’s advisors advised that Fibrek was unwilling to adopt the New Rights Plan.

•

 On Saturday, April 7, 2012, Fibrek’s advisors advised that they would be prepared to go to Fibrek’s board to have it consider adopting
the New Rights Plan but only if the consideration under the Offer was increased to $1.50 per share. Mercer’s advisors advised that such an increase to Mercer’s Offer was unacceptable.

•

 On Sunday, April 8, 2012, Mercer’s advisors again approached Fibrek’s advisors about Fibrek adopting the New Rights Plan and why it was
in the best interests of Fibrek and its shareholders, but there was no progress in such discussion.

•

 Commencing at 9:00 a.m. on Tuesday, April 10, 2012, Mercer held a board of directors’ (the “Board”) meeting to update the Board as
to the status of the Offer and the expected voting results for Mercer’s shareholders’ meeting. As part of such update, management advised the Board of: (i) its approach to have Fibrek adopt the New Rights Plan; (ii) the push-back
from Fibrek for a higher Offer; and (iii) Mercer’s desire to seek additional expense reimbursement. The Board authorized management to continue discussions with Fibrek in respect of the foregoing. Further, subject to Mercer’s
management being satisfied with additional due diligence respecting Fibrek and Fibrek agreeing to adopt a New Rights Plan and increase the expense reimbursement to Mercer upon terms that were both satisfactory to Mercer’s management and
Mercer’s advisors, the Board authorized management to negotiate an increase in the cash consideration of the bid by an amount not to exceed $0.10 per Fibrek Share.

•

 At 10:00 a.m. on Tuesday, April 10, 2012, Mercer convened its shareholders’ meeting to approve the Mercer Share consideration portion of the
Offer. Mercer shareholders approved the same by a vote of 98% in favor.

 April 23, 2012

 Page 3

•

 Subsequently, during the course of Tuesday, April 10, 2012, the Mercer and Fibrek advisors again discussed the proposed adoption of the New Rights
Plan by Fibrek, its terms, the requirement of Fibrek for an increase in the Offer and Mercer’s desire for an increase in the expense reimbursement to Mercer. During such discussions, it was clear that: (i) for Mercer, any increase in the
Offer would be subject to a satisfactory due diligence session; and (ii) for Fibrek, its adoption of a New Rights Plan and increase in expense reimbursement was subject to Fibrek’s board’s approval.

•

 Around 2:15 p.m. (Eastern time) on April 10, 2012, Mercer’s advisors proposed to Fibrek’s advisors that, subject to satisfactory due
diligence, the adoption of a satisfactory New Rights Plan and an increase in the expense reimbursement by $400,000, Mercer may be prepared to increase the cash portion of the Offer by $0.10 per share.

•

 Commencing at 4:30 p.m. (Eastern Time) on April 10, 2012, Mercer’s management and advisors conducted a due diligence session by conference
call with Fibrek’s management and advisors. During the call, Fibrek provided an update on its results of operations, balance sheet, liquidity and business prospects.

•

 Subsequent to the above due diligence session, commencing at about 5:30 p.m. (Eastern time) on April 10, 2012, Mercer and its advisors had calls
to review and consider the information provided by Fibrek. During the course of such discussions, it was determined that, if Fibrek adopted the New Rights Plan and increased the expense reimbursement to Mercer by $400,000, the due diligence
information was such that Mercer could increase the cash portion of the Offer by $0.10 per share.

•

 Subsequently, the parties’ advisors exchanged and negotiated various drafts of the Amendment and the New Rights Plan late into the evening of
April 10, 2012.

•

 At 7:30 a.m. (Eastern Time) on April 11, 2012, Fibrek’s board of directors met to consider the terms of the Amendment, including the adoption
of the New Rights Plan.

•

 At approximately 8:30 a.m. (Eastern Time) on April 11, 2012, Fibrek’s advisors advised Mercer’s advisors that Fibrek’s board had
approved the Amendment.

•

 At approximately 9:00 a.m. (Eastern Time) on April 11, 2012, the parties executed the Amendment. Shortly thereafter, both Mercer and Fibrek issued
press releases announcing the Amendment.

 As stated in our letter to the Commission dated April 13, 2012, at the
special meeting of Mercer shareholders held on April 10, 2012, Mercers shareholders were approving the issuance of Mercer Shares pursuant to NASDAQ Listing Rule 5635(a) (“NASDAQ Rule 5635”) and were not asked to approve the Offer as a
whole. Accordingly, the Proxy Statement did not include a specific reference to an increase in cash consideration under the Offer because Mercer shareholders were not require to approve the Offer or the cash component thereof under NASDAQ Rule 5635
or any applicable corporate law. Nevertheless, Mercer submits that such specific reference to increased cash consideration would not be material to Mercer shareholders in the context of the Proxy Statement because:

•

 the disclosure in the Proxy Statement specifically addressed increases in consideration under the Offer in the form of additional Mercer Shares, which
is what Mercer shareholders were being asked to approve;

 April 23, 2012

 Page 4

•

 the fact that Mercer increased the Offer by utilizing cash instead of Mercer Shares should not be relevant, as cash and Mercer Shares are equivalent
from a value perspective, and would not effect a Mercer shareholder’s investment decision;

•

 the increased consideration did not materially impact the pro forma financial statements of Mercer and Fibrek on a combined basis, which were included
in the Notice of Variations; and

•

 the increased consideration only represented an increase of 7.7% in the total consideration being offered to Fibrek shareholders and less than a 5%
increase in the enterprise value attributable to Fibrek under the transaction.

 2. Please supplementally advise us of
whether the decision to increase the offer consideration occurred before or after the shareholder meeting.

 As set forth above, the
decision to increase the consideration of the Offer was made after the meeting of Mercer shareholders on April 10, 2012, and as part of the Amendment (which provided for the New Rights Plan) that was finalized and executed at approximately 9:00
a.m. (Eastern time) on April 11, 2012

 We trust you will find the foregoing to be in order but, should you have any questions or
concerns, please do not hesitate to contact the undersigned, Rod Talaifar (604-692-3023) or Andrew Bond (604-692-3059) of our office.

 Yours
truly,

 SANGRA MOLLER LLP

/s/ H.S. Sangra

 Per:

H.S. Sangra

 /s/ Rod Talaifar

 Per:

 Rod A.
Talaifar

 /s/ Andrew Bond

 Per:

 Andrew Bond

 Washington State Bar No. 39502

 California State Bar No. 257763

 District of Columbia Bar No. 994014

 HSS/RT/AB/cl

 cc.             Mercer
International Inc.

April 19, 2012
Via Email
H.S. Sangra, Esq. Sangra Moller LLP 1000 Cathedral Place 925 West Georgia Street Vancouver, B.C. Canada V6C 3L2
Re: Mercer International, Inc.
  Definitive Proxy Statement on Schedule 14A   Filed March 12, 2012   File No. 0-51826

Dear Mr. Sangra:

We have reviewed your supplemental re sponse dated April 13, 2012 and have the
following comments.

General

1. We note your response to our oral comment requesting an analysis of whether the
increased cash component of the consid eration announced on April 11, 2012 required a
re-solicitation of  Mercer shareholders.  Please supp lementally advise us of when you
began discussions regarding the potential incr ease in offer consideration, inclusive of
when discussions commenced regarding a possi ble increase in the cash component of the
consideration.  Given that the po ssibility of an increase in ca sh consideration was not part
of the disclosure included in the proxy statement, provide us  with your analysis of why
disclosure of any such discussions regarding th e potential for an increase in consideration
in the form of cash (versus stock) was omitted from soliciting materials made available to
shareholders in advance of  the April 10, 2012 meeting.

2. Please supplementally advise us of wh ether the decision to increase the offer
consideration occurred before or after the shareholder meeting.

Closing Comments

Please electronically submit a cover letter that  keys your responses to our comments.
Detailed cover letters greatly facilitate our review.  Please understa nd that we may have
additional comments after reviewin g your responses to our comments.
  We urge all persons who are responsible for the accuracy and adequacy of the disclosure

Mr. H.S. Sangra
Sangra Moller LLP April 19, 2012 Page 2

 in the filings reviewed by the staff to be certain  that they have provided all material information
to investors.  Since the company and its manage ment are in possession of all facts relating to
their disclosure, they are responsible for the accur acy and adequacy of the disclosures they have
made.
 In addition, please be advi sed that the Division of En forcement has access to all
information you provide to the sta ff of the Division of Corporati on Finance in our review of your
filings or in response to our comments on your filings.
Please direct any questions to me at ( 202) 551-3757.  You may also contact me via
facsimile at (202) 772-9203.  Please send all corre spondence to us at the following ZIP code:
20549-3628.
Sincerely,
 /s/ Mellissa Campbell Duru  Mellissa Campbell Duru  Special Counsel
Office of Mergers & Acquisitions

cc:  Rod Talaifar, Esq.  Sangra Moller LLP

CORRESP
1
filename1.htm

Correspondence

 1000 Cathedral Place

 925 West
Georgia Street

 Vancouver, British Columbia

 Canada V6C 3L2

 Telephone:
(604) 662-8808

 Facsimile: (604) 669-8803

 www.sangramoller.com

Reply Attention of:
 H.S. Sangra

Our File No.:

 5000 174

 Direct Line:

 (604) 692-3022

Email: hsangra@sangramoller.com

 April 13, 2012

 VIA EDGAR AND E-MAIL

 UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

 Division of
Corporation Finance

 100 F Street, N.E.

 Washington, D.C. 20549-3628

Attention:
    Mellissa Campbell Duru, Special Counsel

  Office of Mergers & Acquisitions

 Dear Sirs/Mesdames:

Re:
Mercer International Inc. (“Mercer”)

Registration Statement on Form S-4 (the “Registration Statement”)

File No. 333-179809

Proxy Statement on Schedule 14A (the “Proxy Statement”)

Filed March 12, 2012

File No. 0-51826

 We refer to the oral
comments from the United States Securities and Exchange Commission (the “Commission”) to Mercer regarding the Registration Statement and Proxy Statement provided by Mellissa Campbell Duru of the Commission to Rod Talaifar of our office by
telephone on April 12, 2012. All capitalized terms that are not defined herein shall have the meanings ascribed thereto in the Registration Statement and/or the Proxy Statement, as the case may be.

On behalf of Mercer, we provide the following responses to the Commission’s oral comments:

1.
We note that in accordance with Item 512(a) of Regulation S-K, Item 22 of the Registration Statement contained Mercer’s undertaking to file, during any
period in which offers or sales are being made, a post-effective amendment to the Registration Statement to reflect in the prospectus any facts or events arising after the effective date thereof, which, individually or in the aggregate, represent a
“fundamental change” in the information set forth in the Registration Statement.

 SANGRA MOLLER LLP

April 13, 2012

  Page
 2

Mercer has determined that the increased consideration under its amended Offer and other amendments thereto, as described in its press
release dated April 11, 2012 and more fully set forth in a Notice of Change, Variation and Extension (the “Notice of Variation”) to be mailed to Fibrek shareholders today, a copy of which will be filed with the Commission as a Rule
425 prospectus filing, do not, individually or in the aggregate, constitute a fundamental change to the information set forth in the Registration Statement. Accordingly, such amendments do not require a post-effective amendment to the Registration
Statement. For your ease of reference, a copy of the Notice of Variation is being provided under separate cover. In making such determination, Mercer considered, among other things, that the increase in consideration under the amended Offer:

a.
represented an increase of only 7.7% in the total consideration being offered to Fibrek shareholders;

b.
did not materially impact the pro forma financial statements of Mercer and Fibrek on a combined basis. As set forth in the pro forma financial statements of the
combined companies included in the Notice of Variation, the increase in consideration under the amended Offer results in a decrease of only €9.85 million in cash and cash equivalents on a pro forma basis, representing a decrease of only
approximately 1.96% of the combined companies’ total current assets on a pro forma basis as at December 31, 2011 and a decrease of only €0.47 million of the total net income attributable to common shareholders of the combined
companies, representing a decrease of approximately 0.94%, on a pro forma basis, for the year ended December 31, 2011;

c.
does not result in any change in material information in the Registration Statement, including, without limitation, the conditions of the Offer, risk factors, the
recommendation of Fibrek’s board of directors, the purpose of the Offer and the financial information of both Mercer and Fibrek; and

d.
will be financed by Mercer’s current cash on hand and, therefore, will not result in any fundamental change to the disclosure in the Registration Statement
regarding the financing of the Offer.

2.
Mercer has considered your comment regarding whether the increased cash consideration under the amended Offer would require it to re-solicit proxies in connection with
the Mercer Shareholder Approval, which was obtained on April 10, 2012. Mercer has determined that no such re-solicitation of proxies would be required because, among other things:

a.
Mercer is incorporated under the Washington Business Corporation Act (the “WBCA”). The Offer is an offer to purchase the Fibrek Shares made directly to Fibrek
shareholders and is not a merger, amalgamation or similar transaction requiring shareholder approval under the WBCA. Under the WBCA and Mercer’s articles of incorporation and by-laws, no shareholder approval is required in connection with the
Offer. Mercer was solely required to obtain the Mercer Shareholder Approval pursuant to NASDAQ Listing Rule 5635(a) (“NASDAQ Rule 5635”), which provides that an issuer must seek shareholder approval with respect to issuances of Mercer
Shares, when the Mercer Shares to be issued are being issued in connection with the acquisition of the stock of another company and are equal to, or in excess of 20% of the number of Mercer Shares outstanding before the issuance. Under NASDAQ Rule
5635, Mercer shareholders were not required to approve the Offer as a whole but only the issuance of Mercer Shares thereunder.

b.
In the case of the Offer, this 20% threshold would only potentially be exceeded by approximately 156,000 Mercer Shares (assuming 100% take-up). If the Offer involved
only cash and/or cash and Mercer Share consideration of, less than 11,155,840, no shareholder approval would be required by Mercer under the WBCA, its articles of incorporation and by-laws or NASDAQ Rule 5635.

 SANGRA MOLLER LLP

April 13, 2012

  Page
 3

c.
Although Mercer shareholders were asked to approve the issuance of Mercer Shares under the Offer, it is inherent in a competitive take-over bid situation such as the
Offer that the consideration offered may be increased. We note that the Proxy Statement contemplated such an increase in consideration under the Offer. Under the sections of the Proxy Statement entitled “Questions and Answers About the Offer
and the Mercer Special Meeting” and “The Special Meeting – Proposals to be Voted on at the Mercer Special Meeting”, Mercer disclosed that:

 “We are seeking approval to issue more Mercer Shares than currently contemplated by the Offer and Support Agreement to provide us with flexibility to address fluctuations in market prices and
conditions and, if we elect to do so and if required, to match or compete with any alternative offer for Fibrek.”

 [Emphasis added.]

 Mercer submits that this disclosure clearly alerts shareholders
that Mercer may, in its discretion, increase the consideration under the Offer. Furthermore, under the section of the Proxy Statement entitled “The Support Agreement – Right to Match”, Mercer described its right under the Support
Agreement to match any Superior Proposal by increasing the consideration under the Offer.

 As a result of the foregoing
disclosure in the Proxy Statement and the inherent nature of such take-over bids, it would be clear to holders of Mercer Shares that the consideration under the Offer could be increased. The disclosure in the Proxy Statement specifically addressed
increases in consideration under the Offer in the form of additional Mercer Shares, which is what Mercer’s shareholders were being asked to approve. The fact that Mercer increased the Offer by utilizing cash instead of Mercer Shares should not
be relevant, as cash and Mercer Shares are equivalent from a value perspective, and would not effect a Mercer shareholder’s investment decision.

d.
Pursuant to the Proxy Statement, Mercer sought approval for the issuance of up to 15,000,000 Mercer Shares under the Offer. This authorized an additional 3,258,504
Mercer Shares to the Maximum Share Consideration under the Offer. Based on the weighted average closing price of the Mercer Shares for the five trading days preceding the announcement of its intention to make the Offer, being C$8.44, such additional
authorized Mercer Share Consideration represents approximately $27.5 million of additional consideration authorized by Mercer shareholders. The increase in consideration under the amended Offer results in a total increase in consideration of only
$13.0 million, which is less than half of the total additional value authorized by Mercer shareholders.

e.
The increased cash consideration under the amended Offer, being $0.10 per Fibrek Share, represents only a 7.7% increase in the total consideration offered thereunder.
Mercer believes that such increase in cash consideration would not be sufficiently material to require a re-solicitation of proxies. As set forth above, the increased consideration under the amended Offer did not materially impact the pro forma
financial statements of the combined companies included in the Proxy Statement.

f.
The increased consideration under the amended Offer remains below the value range for Fibrek Shares utilized by Raymond James in providing its fairness opinion. Please
see the section of the Proxy Statement entitled “The Offer – Opinion of Raymond James to the Board of Directors of Mercer.”

 SANGRA MOLLER LLP

April 13, 2012

  Page
 4

g.
On April 12, 2012, Abitibi announced that it had taken up Fibrek Shares representing approximately 46.8% of the outstanding Fibrek Shares. Such take-up included
Fibrek Shares held by certain holders who had entered into Lock-Up Agreements with Abitibi dated November 28, 2011, copies of which were included as exhibits to Abitibi’s Registration Statement on Form S-4 dated December 15, 2011 (the
“Lock-Up Agreements”). The Fibrek Shares held by these locked-up shareholders represented approximately 46.1% of the outstanding Fibrek Shares. Section 3.2 of the Lock-Up Agreements provides that, in the current circumstances, Abitibi
cannot tender such Fibrek Shares to Mercer’s Offer. Based on the foregoing, Mercer Shareholder Approval would no longer be required in connection with the Mercer Shares issuable under the Offer as the total number of Mercer Shares that could be
issued under the Offer no longer exceeds the 20% threshold set out in NASDAQ Rule 5635.

 For your
information, at the special meeting held on April 10, 2012, the Mercer Shareholder Approval was approved by a majority of approximately 98% of the Mercer shareholders present in person or by proxy, with approximately 71% of the total
outstanding Mercer Shares represented at the meeting.

 We trust you will find the foregoing to be in order but, should you have any questions
or concerns, please do not hesitate to contact the undersigned, Rod Talaifar (604-692-3023) or Andrew Bond (604-692-3059) of our office.

Yours truly,

SANGRA MOLLER LLP

/s/ H.S. Sangra

Per:

H.S. Sangra

/s/ Rod Talaifar

Per:

Rod A. Talaifar

/s/ Andrew Bond

Per:

Andrew Bond

Washington State Bar No. 39502

California State Bar No. 257763

District of Columbia Bar No. 994014

HSS/RT/AB/cl

cc.

Mercer International Inc.

CORRESP
1
filename1.htm

Correspondance

 April 5, 2012

 SECURITIES AND EXCHANGE COMMISSION

 Division of Corporation Finance

100 F Street, NE

 Washington, DC 20549

 Dear Sirs/Mesdames:

Re:
Mercer International Inc. (the “Company”)

Registration Statement on Form S-4

File No.: 333-179809

Request for Acceleration

 Pursuant to
Rule 461 promulgated under the Securities Act of 1933, as amended, the undersigned registrant, Mercer International Inc., a Washington Corporation (the “Registrant”), hereby requests that the above-referenced Registration Statement
be declared effective at 2:00 p.m., New York City time, on April 9, 2012, or as soon as practicable thereafter.

 The Registrant hereby
acknowledges that:

(i)
should the Securities and Exchange Commission (the “Commission”) or the staff, acting pursuant to delegated authority, declare the Registration
Statement effective, it does not foreclose the Commission from taking any action with respect to the Registration Statement;

(ii)
the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the Registration Statement effective, does not relieve the Registrant
from its full responsibility for the adequacy and accuracy of the disclosure in the Registration Statement; and

(iii)
the Registrant may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

 Yours truly,

 MERCER INTERNATIONAL INC.

 /s/ Richard Short

Richard Short

 Controller

cc.
    H. Sangra, Sangra Moller LLP

    Andrew Bond, Sangra Moller LLP

 MERCER INTERNATIONAL INC.

 SUITE 1120, 700 WEST PENDER STREET, VANCOUVER, BC V6C
1G8     T: (604) 684-1099    F: (604) 684-1094

CORRESP
1
filename1.htm

CORRESP

 March 9, 2012

 SECURITIES AND EXCHANGE COMMISSION

 Division of Corporation Finance

100 F Street, NE

 Washington, DC 20549-3628

 Dear Sirs/Mesdames:

Re:
Mercer International Inc. (the “Company”)

 Registration Statement on Form S-4 (the “Registration Statement”)

Filed February 29, 2012

 File No.: 333-179809

 Preliminary Proxy Statement on Schedule 14A (the
“Proxy Statement”)

 Filed March 1, 2012

File No.: 0-51826

 In connection with the Company’s response
to the comment letter dated March 8, 2012 from the United States Securities and Exchange Commission (the “Commission”) regarding the Registration Statement filed on February 29, 2012 and the Proxy Statement filed on March 1,
2012, the Company hereby acknowledges that:

a)
the Company is responsible for the adequacy and accuracy of the disclosure in the filings;

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

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

 Yours truly,

MERCER INTERNATIONAL INC.

 /s/ Richard
Short

 Richard Short

 Controller

cc.
H. Sangra, Sangra Moller LLP

Andrew Bond, Sangra Moller LLP

MERCER INTERNATIONAL INC.

 SUITE 1120, 700 WEST PENDER STREET, VANCOUVER, BC V6C 1G8 T: (604) 684-1099 F: (604) 684-1094

 14009 INTERURBAN AVENUE SOUTH, SUITE 282 SEATTLE, WASHINGTON 98168 T: (206) 674 4639 F: (206) 674 4629

 1000 Cathedral Place

 925 West
Georgia Street

 Vancouver, British Columbia

 Canada V6C 3L2

 Telephone:
(604) 622-8808

 Facsimile: (604) 669-8803

 www.sangramoller.com

 Reply Attention of:

H.S. Sangra

 Our File No.:

5000 174

 Direct Line:

 (604) 692-3022

 Email: hsangra@sangramoller.com

 March 9, 2012

 VIA EDGAR AND FACSIMILE

 UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

 Division of
Corporation Finance

 100 F Street, N.E.

 Washington, D.C. 20549-3628

Attention:

Mellissa Campbell Duru, Special Counsel

Office of Mergers & Acquisitions

 Dear Sirs/Mesdames:

Re:
Mercer International Inc. (“Mercer”)

Registration Statement on Form S-4 (the “Registration Statement”)

Filed on February 29, 2012

File No. 333-179809

Preliminary Proxy Statement on Schedule 14A (the “Proxy Statement”)

Filed March 1, 2012

File No. 0-51826

We refer to the comment letter dated March 8, 2012 (the “Comment Letter”) from the United States Securities and Exchange Commission (the
“Commission”) to Mercer regarding the Registration Statement filed on February 29, 2012 and the Proxy Statement filed on March 1, 2012. On behalf of Mercer, we provide the following responses to the Commission’s comments.
For ease of reference, we have reproduced below, in italics, the text of the questions in the Comment Letter (using the numbering therein), followed by Mercer’s responses thereto.

 All capitalized terms that are not defined herein shall have the meanings ascribed thereto in the Registration Statement and/or the Proxy Statement.

Form S-4

 General

1.
The preliminary prospectus disseminated to security holders in an early commencement exchange offer must be complete and contain all required information.
Accordingly, please remove the language “is not complete” from the cover page of your prospectus. Please see question I.E.2. of the July 2001 Supplement to the Division of Corporation Finance’s Manual of Publicly Available Telephone
Interpretations, which is available on our website at www.sec.gov.

 S A N G R A  M O L L E R
LLP

 March 9, 2012

Page 2

Mercer confirms that the cover page of the prospectus will be amended to delete the words “is not complete”.

2.
Although the requirement to deliver a final prospectus has been eliminated for exchange offers commenced before effectiveness of the registration statement, offerors
still must file a final prospectus. The obligation to file a final prospectus is not satisfied by the filing of an amendment to the registration statement before effectiveness. See, on our website www.sec.gov, Telephone Interpretation Manual
Supplement dated July 2001, Section I.E.3, for more information. Please confirm to us that Mercer International, Inc. will satisfy its obligation to file a final prospectus, after effectiveness, in accordance with the above interpretation

 We confirm that Mercer will file a final prospectus after the effectiveness of the Registration Statement.

3.
Refer to Item 19 of Form S-4. Given that the Part III information in the form 10-K filed on February 21, 2012 has not yet been filed, please revise to
include all required information prior to effectiveness of the registration statement. Refer generally to an analogous provision applicable to Form S-3 registrants in Securities Act Forms Compliance & Disclosure Interpretation 123.01,
available at http://www.sec.gov/divisions/corpfin/guidance/safinterp.htm

 Mercer acknowledges your comment
and advises that it will file, prior to the effective date of the Registration Statement, its Definitive Proxy Statement on Schedule 14A in connection with its annual general meeting of shareholders, which will contain the information prescribed
under Part III of Form 10-K.

 Conditions of the Offer, page 37

4.
We note that Mercer International, Inc. and Fibrek, Inc. have appealed the decision of the Bureau de décision et de révision (Québec) granting
an order to cease-trade the private placement of special warrants to Mercer International, Inc. We similarly note disclosure in the Offering Circular that subsequent decisions by the Bureau de décision “may impact the completion of the
Offer.” Please revise to clarify whether a condition to your offer is the absence of a restriction on the parties’ agreements with respect to the issuance and/or terms of conversion and/or redemption of the special warrants as currently
contemplated by the Special Warrant Agreement.

 Mercer confirms that the following additional disclosure
will be added to Section 4 of the Offer to Purchase “Conditions of the Offer”:

 “The Offer is not
conditional upon the issuance or conversion of the Special Warrants.”

 S A N G R A  M O L L E R
LLP

 March 9, 2012

Page 3

5.
Please refer to the fifth bullet point on page 37. Supplementally advise us with a view toward revised disclosure, what constitutes an impediment to your ability to
“maintain” the offer that is not otherwise covered in the conditions listed. As the filing persons are aware, all conditions to the offer must be drafted with sufficient specificity to allow for objective verification. Refer generally to
Section 14(e) of the Exchange Act. Please revise or advise.

 With respect, Mercer submits that the
conditions of the Offer have been drafted with sufficient specificity to allow for objective verification. In the case of the reference to “maintain” in the fifth bullet on page 37, this provision provides that it is a condition of the
offer that there are no actions, suits, proceedings, judgments or other orders that challenge Mercer’s ability to maintain the Offer. While most all aspects of this condition are likely covered by other conditions listed, this condition is
designed to cover any unexpected or unenvisioned potential proceedings and orders that could impede Mercer’s ability to continue with the Offer under Canadian and U.S. Laws. Mercer submits that this condition is clear in that it can only be
triggered if actual legal proceedings are in place or initiated or an order is issued that would have the effect of making Mercer unable to continue with the Offer.

 Preliminary Proxy Statement on Schedule 14A filed March 1, 2012

6.
Please fill in all blanks and provide information as of the most reasonable practicable date.

Mercer acknowledges your comment and advises that it agrees to fill in all blanks in the Proxy Statement and provide information as of
the most reasonable practicable date.

 Questions and Answers About the Offer and the Mercer Special Meeting, page 1

7.
In a Question and Answer, please disclose or cross-reference to disclosure that provides a quantitative and qualitative description of the financing needed to
complete the offer, inclusive of the pro forma impact to Mercer resulting therefrom.

 Mercer confirms that
the following Question and Answer will be added to the Proxy Statement:

“Q.
How does Mercer intend to finance the cash portion of the Offer?

A.
We intend to finance the cash portion of the Offer, any second step transaction and any related fees with: (i) our existing cash, cash equivalents and marketable
securities on hand; (ii) advances under our existing credit facilities; and/or (iii) advances from three new credit facilities aggregating C$70 million pursuant to three commitment letters from Québec based capital providers. See
“The Offer – Source and Amount of Funds” for further information regarding how Mercer intends to fund the cash portion of the Offer and “Selected Historical and Pro Forma Combined Financial Data” for a description of the pro
forma impact of the C$70 million in additional financing on Mercer’s balance sheet and statement of operations.”

 S A N G R A  M O L L E R
LLP

 March 9, 2012

Page 4

In addition, Mercer will amend the Proxy Statement to add the following additional disclosure under “The Offer”, which is
verbatim to disclosure included in the Canadian take-over bid circular:

 “Source and Amount of Funds

 The Offer is not subject to any financing condition. The maximum amount of funds required by us to consummate the Offer
and any second step transaction (including the payment of Fibrek Shares issued as a result of exercised options or other rights but excluding the payment of related fees and expenses) is C$70,000,000. We will pay the cash portion of the Offer and
any second step transaction and any related fees with: (i) our existing cash, cash equivalents and marketable securities on hand; (ii) advances under our existing credit facilities; and/or (iii) advances from three new credit
facilities aggregating C$70,000,000 pursuant to three commitment letters from Québec based capital providers.

 We have
entered into a commitment letter with Fonds de solidarité des travailleurs du Québec (F.T.Q.), which provides for unsecured debenture financing in the amount of C$25,000,000. This facility will have a four year term and provides for
repayment of the principal amount thereunder in eight equal semi-annual payments commencing on the six month anniversary of closing. Interest payable under the facility will be fixed on the date of closing based upon a predetermined formula, which
at the date of the commitment equaled 8.5%. Mercer will pay the lender a commitment fee of C$500,000 in connection with this facility. The facility will have terms customary for such financing. Upon the occurrence of an event of default, the lender
will have the right to demand repayment of an amount equal to 101% of the outstanding principal amount of the debenture and accrued and unpaid interest. Upon default, the interest rate under the facility shall also increase by 2% per annum.
Events of default for this facility are customary for facilities of this type, including: (i) the failure of Mercer to make any payments of the principal amount or interest thereunder when due, if such default is not cured within 15 days of
receipt of written notice from the lender by Mercer; (ii) a change of control of Mercer or if Mercer assigns, sells, transfers or otherwise disposes of all or a substantial portion of its assets; (iii) a shut-down of Fibrek’s
Saint-Félicien mill for at least 30 consecutive days (other than for maintenance or capital expenditures or to comply with applicable laws or governmental orders); or (iii) if Mercer is in default under the indenture underlying the
Senior Notes. Pursuant to the terms of the facility, Mercer will also issue to the lender warrants to subscribe for 500,000 Mercer Shares at a price equal to the closing price of the Mercer Shares on the NASDAQ Global Market on the closing date plus
a premium of 30%, exercisable until the earlier of: (i) the date of the last semi-annual payment thereunder; (ii) 30 days after the facility is paid in full; or (iii) the day after any 20 consecutive trading day period during which
the closing price of the Mercer Shares on the NASDAQ Global Market exceeds 130% of the exercise price of the warrants on each such day. We have also entered into a commitment letter with a private investee company of Fonds de solidarité des
travailleurs du Québec (F.T.Q.) for a C$15,000,000 unsecured debenture financing, the terms of which will be substantially similar to the credit facility to be provided by Fonds de solidarité des travailleurs du Québec (F.T.Q.),
other than that no warrants will be issued to such lender and the commitment fee payable to the lender in connection with the facility will be C$100,000. We have also entered into a commitment letter with Investissement Québec which provides
for a C$30.0 million unsecured term loan. The loan will have a four-year term from the date of the initial advance thereunder, with the principal thereunder repayable in one lump sum at the end of such term or at such earlier time as determined by
us without any prepayment penalties. Interest payable under this loan will be fixed at 6.31%, payable on a monthly basis. This loan facility will have terms and events of default customary for such financing. During the term of the facility, we have
agreed to maintain the head office and primary functions of Fibrek in Québec. Mercer will pay Investissement Québec a commitment fee of C$300,000 in connection with this loan facility.

 S A N G R A  M O L L E R
LLP

 March 9, 2012

Page 5

We intend to repay any borrowings under the above facilities and/or our existing credit facilities using cash flows from our operations,
existing cash on hand and proceeds from refinancings and/or the sale of non-core assets.”

8.
Please include a Question and Answer that provides a brief summary of the Special Warrant Agreement, its relationship to the consummation of the offer, and the
impact to Mercer shareholders assuming a triggering conversion event were to occur.

 Mercer confirms that
the following Question and Answer will be added to the Proxy Statement:

 “Q. What impact will the Special Warrants
issued pursuant to the Special Warrant Agreement have on Mercer’s shareholders?

A.
In connection with the Offer, Mercer and Fibrek entered into the Special Warrant Agreement whereby Mercer agreed to purchase 32,320,000 Special Warrants of Fibrek on a
private placement basis, at a price of C$1.00 per Special Warrant. The Special Warrants are convertible into Fibrek Shares on a one-for-one basis. Conversion is automatic in certain events and otherwise at the option of Mercer. The Special Warrants
are also redeemable by Mercer and Fibrek at their subscription price in certain stipulated events. See “Certain Agreements Related to the Offer – Special Warrant Agreement” for a detailed description of the terms of the Special
Warrant Agreement.

 While any Special Warrants held by Mercer shall be counted towards the minimum tender
condition required to consummate the Offer, the completion of the private placement of the Special Warrants is not a condition of the Offer. Other than the acquisition of Fibrek Shares on conversion of the Special Warrants, Mercer’s
shareholders will not be impacted by an event triggering conversion.”

 S A N G R A  M O L L E R
LLP

 March 9, 2012

Page 6

Risk Factors, page 25

“Change of Control provisions …,” page 26

9.
If material, please quantify the approximate range of “unanticipated expenses” associated with potential change of control payments that would be owed to
Fibrek employees if the offer is successful.

 Mercer does not consider the potential change of control
payments to

March 8, 2012
Via Email
H.S. Sangra, Esq. Sangra Moller LLP 1000 Cathedral Place 925 West Georgia Street Vancouver, B.C. Canada V6C 3L2
Re: Mercer International, Inc.
Registration Statement on Form S-4 Filed on February 29, 2012
  File No. 333-179809   Preliminary Proxy Statement on Schedule 14A   Filed March 1, 2012   File No. 0-51826

Dear Mr. Sangra:

We have limited our review of  the filings to those issues we have addressed in our
comments below.  In some of our comments, we may ask you to provide us with information so
we may better understand your disclosure.
 Please respond to this letter by amendi ng your filings, by providing the requested
information, or by advising us when you will provide the requested response.  If you do not
believe our comments apply to your facts and circ umstances or do not believe an amendment is
appropriate, please tell us  why in your response.
 After reviewing any amendment to your f ilings and the information you provide in
response to these comments, we may have additional comments.  Form S-4

 General

1. The preliminary prospectus disseminated to security holders in an early commencement
exchange offer must be complete and cont ain all required information.  Accordingly,
please remove the language “is not complete” fr om the cover page of your prospectus.
Please see question I.E.2. of the July 2001 Supplement to the Division of Corporation
Finance’s Manual of Publicly Available Tele phone Interpretations, which is available on
our website at www.sec.gov .

Mr. H.S. Sangra
Sangra Moller LLP March 8, 2012 Page 2

 2. Although the requirement to deliver a final pros pectus has been eliminated for exchange
offers commenced before effectiveness of the registration statement, offerors still must
file a final prospectus.  The obligation to f ile a final prospectus is not satisfied by the
filing of an amendment to the registrati on statement before effectiveness.  See
, on our
website www.sec.gov , Telephone Interpretation Manual Supplement dated July 2001,
Section I.E.3, for more information.  Please conf irm to us that Mercer  International, Inc.
will satisfy its obligation to file a final prospectus, after effectiveness, in accordance with the above interpretation.
3. Refer to Item 19 of Form S-4.  Given that th e Part III information in the form 10-K filed
on February 21, 2012 has not yet been filed, please revise to include all required
information prior to effectiveness of the regi stration statement.  Refer generally to an
analogous provision applicable to Form S-3 registrants in Securities Act Forms
Compliance & Disclosure Inte rpretation 123.01, available at
http://www.sec.gov/divisions/cor pfin/guidance/safinterp.htm
 Conditions of the Offer, page 37

 4. We note that Mercer Internationa l, Inc. and Fibrek, Inc. have  appealed the decision of the
Bureau de décision et de révision (Québec) granting an order to cease-trade the private
placement of special warrants to Mercer Intern ational, Inc.  We similarly note disclosure
in the Offering Circular that subsequent deci sions by the Bureau de décision “may impact
the completion of the Offer.”  Please revise to  clarify whether a condi tion to your offer is
the absence of a restriction on the parties’ ag reements with respect to the issuance and/or
terms of conversion and/or redemption of the special warrants as currently contemplated
by the Special Warrant Agreement.
5. Please refer to the fifth bullet point on page  37.  Supplementally advise us with a view
toward revised disclosure, what constitutes an  impediment to your ability to “maintain”
the offer that is not otherwise covered in th e conditions listed.  As  the filing persons are
aware, all conditions to the offer must be dr afted with sufficient specificity to allow for
objective verification.  Refer ge nerally to Section 14(e) of the Exchange Act.  Please
revise or advise.
 Preliminary Proxy Statement on Schedule 14A filed March 1, 2012

 General

 6. Please fill in all blanks and provide information as of th e most reasonable practicable
date.

Mr. H.S. Sangra
Sangra Moller LLP March 8, 2012 Page 3

 Questions and Answers About the Offer a nd the Mercer Special Meeting, page 1

 7. In a Question and Answer, please disclose or cross-reference to disc losure that provides a
quantitative and qualitative description of the financing needed to complete the offer,
inclusive of the pro forma impact to Mercer resulting therefrom.

8. Please include a Question and Answer that provides a brief summary of the Special
Warrant Agreement, its relationship to the c onsummation of the offer, and the impact to
Mercer shareholders assuming a trigge ring conversion event were to occur.

Risk Factors , page 25

 “Change of Control provisions…,” page 26

 9. If material, please quantify the approximate ra nge of “unanticipated expenses” associated
with potential change of control payments that  would be owed to Fibrek employees if the
offer is successful.
 Opinion of Raymond James to the Board of Directors of Mercer, page 43

 10. Refer to Item 14(b)(6) and corresponding It em 1015(b)(4) of Regulation M-A.  Please
disclose the total amount of the fee payable and/or paid to Raymond James, inclusive of
contingent amounts owed if the offer is consummated.
 Ownership of Mercer Following the Offer, page 54

 11. Please revise to specify the maximum per centage of share ownership by Fibrek
shareholders assuming the entire 15 million sh ares are issued in connection with the
offer.  Please make corresponding revisions  to analogous disclosure on page 36 under
“Proposal 1”

Closing Comments

As appropriate, please promptly amend your filings in response to these comments.
Please electronically submit a cover letter with yo ur amendment that keys your responses to our
comments.  Detailed cover letters greatly facili tate our review.  Please understand that we may
have additional comments afte r 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 reviewed by the staff to be certain  that they have provided all material information
to investors.  Since the company and its manage ment are in possession of all facts relating to
their disclosure, they are responsible for the accur acy and adequacy of the disclosures they have
made.
  In connection with responding to our comme nts, please provide, in writing, a statement
from the company acknowledging that:

Mr. H.S. Sangra
Sangra Moller LLP March 8, 2012 Page 4

  the filing persons are responsible for the ad equacy and accuracy of the disclosure in
the filings;
 staff comments or changes to disclosure  in response to staff comments do not
foreclose the Commission from taking any action with respect to the filings; and
 the filing persons may not assert staff co mments as a defense in any proceeding
initiated by the Commission or any person under the federal secu rities laws of the
United States.
 In addition, please be advi sed that the Division of En forcement has access to all
information you provide to the sta ff of the Division of Corporati on Finance in our review of your
filings or in response to our comments on your filings.
Please direct any questions to me at ( 202) 551-3757.  You may also contact me via
facsimile at (202) 772-9203.  Please send all corre spondence to us at the following ZIP code:
20549-3628.
Sincerely,
 /s/ Mellissa Campbell Duru  Mellissa Campbell Duru  Special Counsel
Office of Mergers & Acquisitions

cc:  Rod Talaifar, Esq.  Sangra Moller LLP

August 9, 2011
Via-Email

Jimmy S. H. Lee, Chairman Mercer International, Inc. Suite 2840, 650 West Georgia Street Vancouver, British Columbia Canada, V6B4N8
Re: Mercer International, Inc.
Form 10-K for Fiscal Year Ended December 31, 2010 Filed February 17, 2011 Definitive Proxy Statement on Schedule 14A  Filed April 20, 2011 File No. 000-51826

Dear Mr. Lee:
 We have completed our review of your f iling.  We remind you that our comments or
changes to disclosure in res ponse to our comments do not for eclose the Commission from taking
any action with respect to the company or th e filing and the company may not assert staff
comments as a defense in any proceeding ini tiated by the Commission or any person under the
federal securities laws of the United States.  We urge all pers ons who are responsible for the
accuracy and adequacy of the disclosure in the fi ling to be certain that the filing includes the
information the Securities Exchange Act of 1934 and all applicable rules require.

Sincerely,
         / s /  P a m e l a  H o w e l l          f o r

John Reynolds Assistant Director

CORRESP
1
filename1.htm

Correspondence

H.S. Sangra

5000164

(604) 692-3022

hsangra@sangramoller.com

July 20, 2011

VIA EDGAR

SECURITIES AND EXCHANGE COMMISSION

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attention: Pamela Howell

Dear Sirs/Mesdames:

    Re:

    Mercer International Inc. (the “Company”)

Form 10-K for the year ended December 31, 2010

Filed February 17, 2011

Definitive Proxy Statement on Schedule 14A

Filed April 20, 2011

File No.: 0-51826

We act as counsel for the Company and write in connection with the letter dated July 11, 2011 (the
"Comment Letter”) from the Securities and Exchange Commission (the “Commission”) commenting on the
Company’s Form 10-K for the year ended December 31, 2010 filed with the Commission on February 17,
2011 (File No.:0-51826). On behalf of the Company, we provide the following response to your
comment. For your ease of reference, we have reproduced the numbering in the Comment Letter and
have set out below, in italics, the text of your question followed by the Company’s response
thereto.

Form 10-K for fiscal year ended December 31, 2010

Part III Information Incorporated into Definitive Proxy Statement filed April 20, 2011

    1)

    We note that the performance period for the 2008 performance incentive supplement ended
with this last fiscal year; however, you have not disclosed the targets for the performance
criteria. Please confirm that you will provide such disclosure in future filings. Also,
please note that this comment would also apply to future disclosure regarding the 2010
stock incentive plan to the extent that the performance period has ended. Lastly, please
confirm that you will disclose the peer group referenced in this section in future filings.
Please provide us with draft disclosure.

July 20, 2011

Page 2

The Company acknowledges your comment and advises that it agrees that it will provide in future
filings disclosure relating to the targets for the performance criteria for the 2008 performance
incentive supplement as well as for the 2010 stock incentive plan, when the performance period for
such plan has ended. The Company also intends to disclose in future filings the applicable peer
group relating to both the 2008 performance incentive supplement and the 2010 stock incentive
plan.

Please see Appendix A of this letter for the Company’s proposed draft disclosure regarding this
comment. Please note that in order to facilitate the Commission’s review, we have underlined the
proposed draft revisions to the relevant sections of the Company’s Definitive Proxy Statement
filed April 20, 2011.

We trust the foregoing to be in order, but should you have any questions or concerns, please do not
hesitate to contact the undersigned at (604) 692-3022 or Andrew Bond of our office at (604)
692-3059.

Yours truly,

SANGRA MOLLER LLP

    Per:

    /s/ H.S. Sangra

H.S. Sangra

    Per:

    /s/ Andrew Bond

Andrew Bond

Washington State Bar No. 39502

California State Bar No. 257763

District of Columbia Bar No. 994014

HSS/AJB/cl

    cc.

    Mercer International Inc.

Attention: Jimmy S.H. Lee / David M. Gandossi

APPENDIX A

Proposed Draft Disclosure in Response to Comments

Definitive Proxy Statement on Schedule 14A filed by Mercer International Inc. on April 20, 2011.

Page 25

Peer Group Comparisons. In addition to periodically seeking advice from independent
consultants, the Compensation and Human Resources Committee considers and evaluates executive
compensation levels and programs through comparisons on an annual basis based on available
information for certain “peer group” companies principally comprised of “mid-cap” North American
forest products companies. We review compensation paid at these companies because their business
and size make them most comparable to us and to ensure that our compensation levels are within the
range of comparative norms. In 2010, using public filings, the Compensation and Human Resources
Committee considered the executive compensation levels, including benefits and perquisites, of a
number of such companies, including Catalyst Paper Corporation, Fibrek Inc., Rottneros AB, Tembec
Inc., Fibria Cellulose AB, West Fraser Timber Co. Ltd. and Canfor Pulp Limited Partnership,
collectively referred to as the “Peer Group Companies”.

Pages 27 and 28

Incentive Equity Grants or Awards. Our NEOs may be granted long-term equity incentives in the
form of options, restricted stock, restricted stock rights, performance shares, performance share
units and/or share appreciation rights under our 2010 Stock Incentive Plan, which replaced the
Company’s 2004 Stock Incentive Plan. However, the terms of the 2004 Stock Incentive Plan will
govern prior awards until all awards under the 2004 Stock Incentive Plan (including performance
awards granted under the Performance Incentive Supplement) have been exercised, forfeited,
cancelled, expired or terminated in accordance with the terms of such plan. Awards under the 2010
Stock Incentive Plan are generally granted based upon the long-term financial and operating
expectations of our directors and management and the contribution an executive officer is expected
to make in the future in achieving those targets.

Performance for awards previously outstanding under the Performance Incentive Supplement were
measured over a three-year period commencing from January 1 of the year an award was granted and
were scheduled to vest in the year following the completion of the performance period. The
performance criteria used by the Compensation and Human Resources Committee to determine the
achievement of performance objectives by a NEO under the 2004 Stock Incentive Plan was based 40% on
the Company’s Operating EBITDA per tonne of pulp, 40% on the Company’s share price performance
compared to the Peer Group Companies and
20% based upon strategic leadership, direction and
overall performance by an individual NEO. See “Narrative Disclosure to Grant of Plan-Based Awards
Table”. All of the performance awards previously granted under the Performance Incentive Supplement
vested in March 2011.

Performance for awards granted under the 2010 Stock Incentive Plan is also measured over a
three-year period commencing from January 1 of the year the award was granted, however, such awards
will generally vest incrementally over three years following the completion of the performance
period. The incremental vesting of awards is intended to provide added retention value for our
NEOs beyond the performance period. The performance criteria used by the Compensation and Human
Resources Committee to determine the achievement of performance objectives by a NEO under the 2010
Stock Incentive Plan is based 40% on the Company’s Operating EBITDA in Euros per tonne of NBSK pulp
(as reported quarterly, annually and for the performance period), 40% on the Company’s Share price
performance as reported in local currency
quarterly, annually and for the performance period relative to the Peer Group
Companies, and
20% based upon individual leadership and strategic initiatives taken by an
individual NEO as determined in the sole discretion of the Compensation and Human Resources
Committee. See “Narrative Disclosure to Grant of Plan-Based Awards Table”.

Pages 34 – 36

Performance Incentive Supplement

In 2010, the Compensation and Human Resources Committee did not grant any performance awards
to any of our NEOs under the Performance Incentive Supplement. The last performance awards granted
to our Named Executive Officers under the Performance Incentive Supplement occurred in February
2008, when 116,460 performance shares were awarded to Mr. Lee, and 62,271, 58,230, 44,291, and
39,865 performance units were awarded to Mr. Gandossi, Mr. Isacson, Mr. Ridder and Mr. Nossol,
respectively. Performance shares are subject to certain restrictions and are required to be
deposited with the Company until vesting and the lapse of such restrictions. The lapse of the
restrictions on the performance shares and the vesting of such performance shares are contingent
upon the achievement of certain specified performance objectives including Company performance,
Share price performance and individual performance. Similarly, the vesting of the performance units
is also contingent upon the achievement of such performance objectives.

Performance was measured over a three year-period which commenced on January 1 in the year
where the award was granted. Determinations as to the achievement of the performance objectives by
a Named Executive Officer and the number of Shares that ultimately vested and were awarded were
made by the Compensation and Human Resources Committee at the end of the three-year performance
period with reference to the following performance criteria:

    •

    40% was based upon the Company’s “Operating EBITDA” (as measured by the Company at
the beginning of the performance cycle) per tonne of NBSK, pulp as compared to the
Peer Group Companies;

    •

    40% was based upon the Company’s Share price performance relative to the Peer
Group Companies; and

    •

    20% was based upon the strategic leadership, direction and other overall performance
by the Named Executive Officer, all subject to adjustment by the Compensation and Human
Resources Committee in its sole discretion to remove the effect of charges for
restructurings, discontinued operations, acquisitions, divestitures, extraordinary items
and all items of gain, loss or expense determined to be extraordinary or unusual in
nature or infrequent occurrence, related to the disposal or a segment or a business, or
related to a change in accounting principle or otherwise.

In determining the number of Shares awarded to each Named Executive Officer under the
Performance Incentive Supplement, the Compensation and Human Resources Committee used the following
targets in evaluating the Company’s Operating EBITDA and share price performance relative to the
Peer Group Companies:

    Relative Measure

    (the Company against the

    Payout

    Performance Level

    Peer Group Companies)

    (% of maximum award)

    Below Threshold

    Less than 25th percentile

    0

    25th percentile
or better than two members of the
Peer Group Companies

    50

    Target

    50th percentile
or better than four members of the
Peer Group Companies

    75

    Maximum

    75th percentile
or better than six members of the
Peer Group Companies

    100

In the event that the threshold performance stipulated for each Named Executive Officer was
not satisfied, the NEO’s rights with respect to the performance award was subject to forfeit. The
Compensation and Human Resources Committee also had discretion to decrease the amount of Shares
issued pursuant to the performance awards, if, in the Compensation and Human Resources Committee’s
view, the financial performance of the Company as a whole during the performance cycle justifies
such adjustment, regardless of the extent to which the performance objectives were achieved.

The aforementioned performance shares and performance units vested on March 1, 2011. Based
upon the above performance criteria and targets, the Compensation and Human
Resources
Committee awarded our Named Executive Officers 90% of their respective performance share and unit
grants. As a result, Mr. Lee, Mr. Gandossi, Mr. Isacson, Mr. Ridder and Mr. Nossol were issued
106,755, 55,421, 50,466, 38,386, and 34,550 Shares, respectively.

2010 Stock Incentive Plan

In 2010, the Compensation and Human Resources Committee did not grant any awards to any of our
NEOs under our 2010 Stock Incentive Plan. However, in February 2011, we awarded performance share
units under our 2010 Stock Incentive Plan to our Named Executive Officers as an incentive for the
creation of long-term competitive operating excellence and shareholder value. Mr. Lee, Mr.
Gandossi, Mr. Isacson, Mr. Ridder and Mr. Nossol each received 198,008, 92,883, 29,180, 57,339 and
51,565 performance share units, respectively. Each performance share unit represents one Share and
up to the maximum number of Shares is scheduled to vest annually between January 1, 2014 and
January 1, 2016 (with the exception of the performance share units granted to Mr. Isacson which are
scheduled to vest on July 31, 2012) depending upon the achievement of certain specified performance
criteria including Company performance, Share price performance and individual performance.
Performance is measured over a three year-period which commenced on January 1, 2011 and will end on
December 31, 2013. Determinations as to the achievement of the performance objectives by a Named
Executive Officer and the number of Shares that ultimately vest and are awarded are made by the
Compensation and Human Resources Committee at the end of the three-year performance period with
reference to the following performance criteria:

    •

    40% is based upon the Company’s Operating EBITDA (as measured by the Company as at
December 31, 2010) in Euros per tonne of NBSK pulp (as reported quarterly, annually and
for the performance period) compared to the Peer Group Companies;

    •

    40% is based upon the price (in local currency) of the Shares, as reported quarterly,
annually and for the performance period, relative to the Peer Group Companies
(and indexed to the first quarter of 2011); and

    •

    20% is based on individual leadership and strategic initiatives taken by the NEO as
determined in the sole discretion of the Compensation and Human Resources Committee. In
particular, the Compensation and Human Resources Committee will consider the extent to
which an NEO has: contributed to the articulation of a clear, concise strategic
direction for the Company; has demonstrated a clear understanding of the external
conditions affecting the Company’s long-term prospects; has encouraged others to accept
and adapt to necessary changes; and has identified strategic opportunities and supports
activities that position the Company for future success.

In determining the number of Shares to be awarded to each Named Executive Officer, the
Compensation and Human Resources Committee will use the following table as guidance in evaluating
the Company’s Operating EBITDA and share price performance relative to the Peer Group
Companies:

    Relative Measure

    (the Company against the

    Payout

    Performance Level

    Peer Group Companies)

    (% of maximum award)

    Below Threshold

    Less than 25th percentile

    0

    Threshold

    25th percentile
or better than two members of the
Peer Group Companies

    50

    Target

    50th percentile
or better than four members of the
Peer Group Companies

    75

    Maximum

    75th percentile
or better than six members of the
Peer Group Companies

    100

For the purposes of determining the performance levels outlined above, Operating EBITDA will
be derived from financial information calculated in accordance with generally accepted accounting
principles (“GAAP”) in the United States as measured by the Company as at December 31, 2010. The
Compensation and Human Resources Committee retains the discretion to consider differences in GAAP
reporting among the Peer Group Companies in measuring EBITDA performance, as several of the
Peer Group Companies will be reporting their results of operations in 2011 pursuant to
“international financial reporting standards” or already do so.

In the event of a change of control, the performance share units may vest earlier but remain
subject to the aforementioned performance criteria in determining the exact number of Shares which
will vest with the individual.

Additionally, on March 1, 2011, the Compensation and Human Resources Committee granted 200,000
shares of restricted stock under the 2010 Stock Incentive Plan to Mr. Lee, in connection with his
role as Chief Executive Officer of the Company. One fifth of these restricted shares vest

July 11, 2011
Via-Email

Jimmy S. H. Lee, Chairman Mercer International, Inc. Suite 2840, 650 West Georgia Street Vancouver, British Columbia Canada, V6B4N8
Re: Mercer International, Inc.
Form 10-K for Fiscal Year Ended December 31, 2010 Filed February 17, 2011 Definitive Proxy Statement on Schedule 14A  Filed April 20, 2011 File No. 1-51826

Dear Mr. Lee:
 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.

Form 10-K for fiscal year  ended December 31, 2010

 Part III Information Incorporated into Definitive Proxy Statement filed April 20, 2011

Compensation Discussion and Analysis, page 19

1. We note that the performance period fo r the 2008 performance incentive supplement
ended with this last fiscal year; however , you have not disclosed the targets for the
performance criteria.  Please confirm that you will provide such disclosure in future
filings.  Also, please note th at this comment would also apply to future disclosure
regarding the 2010 stock incentive plan to th e extent that the performance period has
ended.  Lastly, please confirm that you will di sclose the peer group referenced in this
section in future filings.  Please provide us with draft disclosure.

Jimmy S. H. Lee
Mercer International, Inc. July 11, 2011 Page 2

 Please contact Edwin Kim at 202-551-3297 or Pamela Howell, Special Counsel, at 202-
551-3357 with any other questions.
Sincerely,
  /s/ Pamela Howell  for

John Reynolds Assistant Director

CORRESP
1
filename1.htm

Correspondence

H.S. Sangra

5000160

(604) 692-3022

hsangra@sangramoller.com

May 25, 2011

VIA EDGAR AND COURIER

SECURITIES AND EXCHANGE COMMISSION

Division of Corporation Finance

100 F Street, N.E.

Washington,
D.C. 20549

Attention:  Susann Reilly

  Dear Sirs/Mesdames:

Re:

  Mercer International Inc. (the
“Company”)

Form 10-K for the year ended December 31, 2010

Filed February 17, 2011

File No.: 0-51826

We act as counsel for the Company
and write in connection with the letter dated May 18, 2011 (the
“Comment Letter”) from the Securities and Exchange
Commission (the “Commission”) commenting on the
Company’s Form 10-K for the year ended December 31, 2010 filed with
the Commission on February 17, 2011 (File No.:0-51826). On behalf of the
Company, we provide the following response to your comment. For your ease of
reference, we have reproduced the numbering in the Comment Letter and have set
out below, in italics, the text of your question followed by the
Company’s response thereto.

Form 10-K

  1)

We note that exhibit 10.16 is missing
exhibits, schedules and/or attachments. Please confirm that you will file this
exhibit in its entirety with your next periodic report.

The Company acknowledges your
comment and advises that it agrees to file exhibit 10.16 in its entirety,
including all exhibits, schedules and attachments with its next periodic report
on Form 10-Q.

1

May 25, 2011

Page 2

We trust the foregoing to be in
order, but should you have any questions or concerns, please do not hesitate to
contact the undersigned at (604) 692-3022 or Andrew Bond of our office at
(604) 692-3059.

Yours truly,

SANGRA MOLLER LLP

Per: /s/ H.S. Sangra

H.S. Sangra

Per: /s/ Andrew Bond

Andrew Bond

Washington State
Bar No. 39502

California State
Bar No. 257763

District of
Columbia Bar No. 994014

  HSS/AJB/cl

  cc.

  Mercer International Inc.

  Attention: Jimmy S.H. Lee / David M. Gandossi

2

CORRESP
1
filename1.htm

Correspondence

May 25, 2011

SECURITIES AND EXCHANGE COMMISSION

Division of Corporation Finance

100 F Street, NE

Washington, DC
20549

Attention: Susann Reilly

Dear Sirs/Mesdames:

Re: Letter dated May 18,
2011 from the Securities and Exchange Commission (the “Commission”)
relating to the Mercer International Inc. (the “Company”) Annual
Report on Form 10-K for the fiscal year ended December 31,
2010

In connection with the
above-referenced letter and the Company’s responses thereto set forth in
a letter dated May 25, 2011 from the Company’s counsel, Sangra
Moller LLP, enclosed herewith, the Company acknowledges 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.

Yours truly,

MERCER INTERNATIONAL INC.

By: /s/ Richard
Short

Richard Short

Controller

MERCER INTERNATIONAL INC.

SUITE
2840, PO Box 11576 – 650 WEST GEORGIA STREET, VANCOUVER, BC V6B 4N8 T:
(604) 684-1099 F: (604) 684-1094

May 18, 2011

Via E-mail
Jimmy S. H. Lee, Chairman
Mercer International, Inc.
Suite 2840, 650 West Georgia Street  Vancouver, British Columbia
Canada, V6B4N8

RE: Mercer International, Inc.
Form 10-K for year ended December 31, 2010
Filed February 17, 2011
File No. 0-51826

Dear Mr. Lee:

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.

Form 10-K for fiscal year ended January 30, 2010

Exhibits

1. We note that exhibit 10.16 is missing exhibits, schedules and/or attachments. Please confirm
that you will file this exhibit in its enti rety with your next periodic report.

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

Jimmy S. H. Lee, Chairman
Mercer International Inc.  May 18, 2011
 Page 2

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 Susann Reilly at 202-551-3236 or Pamela Howell at 202-551-3357 with
questions.

Sincerely,
 /s/ Pamela Howell
for

John Reynolds
Assistant Director  Office of Beverages, Apparel and
Health Care Services

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Correspondence

March 22, 2011

SECURITIES AND EXCHANGE COMMISSION

Division of Corporation Finance

100 F Street, NE

Washington, DC
20549

Dear Sirs/Mesdames:

Re:

  Mercer International Inc. (the
“Company”)

Registration Statement on Form S-4

File No.: 333-172391

Request for Acceleration

Pursuant to Rule 461
promulgated under the Securities Act of 1933, as amended, the undersigned
registrant, Mercer International Inc., a Washington Corporation (the
“Registrant”), hereby requests that the above-referenced
Registration Statement be declared effective at 2:00 p.m., New York City time,
on March 25, 2011, or as soon as practicable thereafter.

The Registrant hereby acknowledges
that:

  (i)

should the Securities and Exchange Commission
(the “Commission”) or the staff, acting pursuant to
delegated authority, declare the Registration Statement effective, it does not
foreclose the Commission from taking any action with respect to the
Registration Statement;

  (ii)

the action of the Commission or the staff,
acting pursuant to delegated authority, in declaring the Registration Statement
effective, does not relieve the Registrant from its full responsibility for the
adequacy and accuracy of the disclosure in the Registration Statement; and

  (iii)

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

Yours truly,

MERCER INTERNATIONAL INC.

/s/ Richard Short

Richard Short

Controller

cc.

  H. Sangra, Sangra Moller LLP

  Andrew Bond, Sangra Moller LLP

MERCER INTERNATIONAL INC.

SUITE
2840, PO Box 11576 – 650 WEST GEORGIA STREET, VANCOUVER, BC V6B 4N8 T:
(604) 684-1099 F: (604) 684-1094

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Correspondence

March 17, 2011

SECURITIES AND EXCHANGE COMMISSION

Division of Corporation Finance

100 F Street, NE

Washington, DC 20549

Dear Sirs/Mesdames:

    Re:

    Mercer International Inc. (the “Company”)

Registration Statement on Form S-4

Filed February 22, 2011

File No.: 333-172391

We respond supplementally to your letter dated March 16, 2011 commenting on the Registration Statement on Form S-4
filed by Mercer International Inc. (the “Company”) on February 22, 2011 relating to the registration of $300,000,000 in
principal amount of 9.5% Senior Notes due 2017 (the “Exchange Notes”) which are being offered to existing noteholders
in exchange for substantially identical notes (the “Old Notes”) originally sold by the Company in an offering exempt
from registration under the Securities Act of 1933, as amended (the “Securities Act”).

The Company hereby represents and warrants to the staff (the “Staff”) of the Securities and Exchange Commission (the
"Commission”) as follows:

    1.

    The Company is registering the Exchange Notes under the Securities Act in reliance on the Staff’s position in
Exxon Capital Holdings Corporation (available May 13, 1988) (the “Exxon Capital Letter”), Morgan Stanley & Co.
Incorporated (available June 5, 1991) and Shearman & Sterling (available July 2, 1993) (the “Shearman Letter”);
and

    2.

    The Company (or any affiliate of the Company) has not entered into any arrangement or understanding with any
person to distribute the Exchange Notes and, to the best of the Company’s information and belief, each person
participating in the exchange offer is acquiring the Exchange Notes in the ordinary course of its business and has
no arrangement or understanding with any person to participate in the distribution of the Exchange Notes to be
received in the exchange offer. In this regard, the Company will make each person participating in the exchange
offer aware (through the exchange offer prospectus or otherwise) that any securityholder using the exchange offer
to participate in a distribution of the Exchange Notes to be acquired in the exchange offer (a) may not rely on
the Staff position in the Exxon Capital Letter or interpretive letters to similar effect and (b) must comply with
the registration and prospectus delivery requirements of the Securities Act in connection with a secondary resale
transaction. The Company acknowledges that such a secondary resale transaction should be covered by an effective
registration statement containing the selling securityholder information required by Item 507 of Regulation S-K
under the Securities Act.

MERCER INTERNATIONAL INC.

SUITE 2840, PO Box 11576 – 650 WEST GEORGIA STREET, VANCOUVER, BC V6B 4N8 T: (604) 684-1099 F: (604) 684-1094

1

March 17, 2011

Page 2

Furthermore, in accordance with the terms and conditions set forth in the Shearman Letter, the Company makes the
following additional representations to the Commission:

    1.

    neither the Company nor any affiliate of the Company has entered into any arrangement or understanding with a
broker-dealer to distribute the Exchange Notes; and

    2.

    the Company:

    (a)

    will make each person participating in the exchange offer aware (through the exchange offer
prospectus) that any broker-dealer who holds Old Notes acquired for its own account as a result of
market-making activities or other trading activities, and who receives Exchange Notes in exchange for
such Old Notes pursuant to the exchange offer, may be a statutory underwriter and must deliver a
prospectus meeting the requirements of the Securities Act in connection with any resale of such Old Notes
which may be the prospectus for the exchange offer so long as it contains a plan of distribution with
respect to any resales of the Exchange Notes received in exchange for such Old Notes (such plan of
distribution need not name the broker-dealer or disclose the amount of Exchange Notes held by the
broker-dealer) in connection with any resale of such Exchange Notes; and

    (b)

    will require as a condition to participation in the exchange offer that if the exchange offeree
is a broker-dealer holding Old Notes acquired for its own account as a result of market-making activities
or other trading activities, it must agree to deliver a prospectus meeting the requirements of the
Securities Act in connection with any resale of Exchange Notes received in respect of such Old Notes
pursuant to the exchange offer; provided that, by so acknowledging and by delivering a prospectus, such
exchange offeree will not be deemed to admit that it is an “underwriter” within the meaning of the
Securities Act.

In connection with our response to the Staff’s comment regarding the Form S-4 filed by the Company on February 22,
2011, the Company hereby acknowledges that (a) the Company is responsible for the adequacy and accuracy of the
disclosure in the filing; (b) 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 (c) the Company may not assert Staff comments as
a defense in any proceedings initiated by the Commission or any person under the federal securities laws of the United
States.

Yours truly,

MERCER INTERNATIONAL INC.

/s/ Richard Short

Richard Short

Controller

    cc.

    H. Sangra, Sangra Moller LLP

Andrew Bond, Sangra Moller LLP

MERCER INTERNATIONAL INC

SUITE 2840 – 650 WEST GEORGIA STREET, VANCOUVER, BRITISH COLUMBIA, V6B 4N8 T: (604) 684-1099 F: (604) 684-1094

14009 INTERURBAN AVENUE SOUTH, SUITE 282 SEATTLE, WASHINGTON 98168 T: (206) 674 4639 F: (206) 674 4629

2

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Correspondence

H.S. Sangra
5000161
(604) 692-3022
hsangra@sangramoller.com

March 17, 2011

VIA EDGAR AND COURIER

SECURITIES AND EXCHANGE COMMISSION

Division of Corporation Finance

100F Street, N.E.

Washington, D.C. 20549

    Attention:  Edwin Kim

    Dear Sirs/Mesdames:

    Re:

    Mercer International Inc. (the “Company”)

Registration Statement on Form S-4

Filed February 22, 2011

File No.: 333-172391

We act as counsel for the Company and write in connection with the letter dated March 16, 2011 (the “Comment Letter”)
from the Securities and Exchange Commission (the “Commission”) commenting on the Company’s Registration Statement on
Form S-4 filed with the Commission on February 22, 2011 (File No.: 333-172391). On behalf of the Company, we provide
the following response to your comment. For your ease of reference, we have reproduced the numbering in the Comment
Letter and have set out below, in italics, the text of your question followed by the Company’s response thereto.

Form S-4

    1)

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

Contemporaneously with the submission of this letter, the Company is filing a supplemental letter (the “Supplemental
Letter”) stating that the Company is registering $300,000,000 aggregate principal amount of new 9.5% senior notes due
2017 in reliance on the Commission’s position enunciated in the Exxon Capital Holdings Corp., SEC No-Action letter
(May 13, 1988). The Supplemental Letter also includes the representations contained in the Morgan Stanley & Co.
Inc., SEC No-Action Letter (June 5, 1991) and the Shearman & Sterling, SEC No-Action Letter (July 2, 1993).

1

March 17, 2011

Page 2

We trust the foregoing to be in order, but should you have any questions or concerns, please do not hesitate to contact
the undersigned at (604) 692-3022 or Andrew Bond of our office at (604) 692-3059.

Yours truly,

SANGRA MOLLER LLP

Per: /s/ H.S. Sangra
 H.S. Sangra

Per: /s/ Andrew Bond
Andrew Bond

Washington State Bar No. 257763

California State Bar No. 39502

District of Columbia Bar No. 994014

    HSS/AJB/cl

    cc.

    Mercer International Inc.

    Attention: Jimmy S.H. Lee / David M. Gandossi

    David Wright Tremaine LLP

    Attention: David Wilson, Esq.

2

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

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

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

Exhibits

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

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

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

• should the Commission or the staff, acting purs uant to delegated authority, declare the
filing effective, it does not foreclose the Co mmission from taking any action with respect
to the filing;

• the action of the Commission or the staff, acting pursuant to delegated authority, in
declaring the filing effective, does not relieve the company from its full responsibility for
the adequacy and accuracy of the disclosure in the filing; and

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

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

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November 12, 2009

VIA EDGAR

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Division of Corporation Finance

100F Street, N.E.

Washington, D.C. 20549

Attention: Cathey Baker

Dear Sirs/Mesdames:

    Re:

    Mercer International Inc.

Registration Statement on Form S-3

File No. 333-159617

Request for Acceleration

Pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, the undersigned
registrant, Mercer International Inc., a Washington corporation (the “Registrant”), hereby requests
that the above-referenced Registration Statement be declared effective at 2 p.m., New York City
time, on November 16, 2009, or as soon as practicable thereafter.

The Registrant hereby acknowledges that:

    (i)

    should the Securities and Exchange Commission (the “Commission”) or the staff,
acting pursuant to delegated authority, declare the Registration Statement effective,
it does not foreclose the Commission from taking any action with respect to the
Registration Statement;

    (ii)

    the action of the Commission or the staff, acting pursuant to delegated
authority, in declaring the Registration Statement effective, does not relieve the
Registrant from its full responsibility for the adequacy and accuracy of the disclosure
in the Registration Statement; and

    (iii)

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

Very truly yours,

    MERCER INTERNATIONAL INC.

    By:
    /s/ David M. Gandossi

    Name:
    David M. Gandossi

    Title:
    Secretary and Chief Financial Officer

MERCER INTERNATIONAL INC

SUITE 2840, PO Box 11576 – 650 WEST GEORGIA STREET, VANCOUVER, BC V6B 4N8 T: (604) 684-1099 F: (604) 684-1094

14009 INTERURBAN AVENUE SOUTH, SUITE 282 SEATTLE, WASHINGTON 98168 T: (206) 674 4639 F: (206) 674 4629

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H.S. Sangra

5000.148

(604) 692-3022

hsangra@sangramoller.com

November 4, 2009

VIA EDGAR AND FACSIMILE

SECURITIES AND EXCHANGE COMMISSION

Division of Corporation Finance

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

Washington, D.C. 20549

Attention: Cathey Baker

Dear Sirs/Mesdames:

    Re:

    Mercer International Inc. (the “Company”) Registration
Statement on Form S-3 Filed on October 19, 2009 — File No.
333-159617

We act as counsel for the Company and write in connection with the letter dated October 29, 2009
(the “Comment Letter”) from the Securities and Exchange Commission (the “Commission”) commenting on
the Company’s Registration Statement on Form S-3 filed with the Commission on October 19, 2009
(File No. 333-159617). On behalf of the Company, we provide the following response to your comment.
For your ease of reference, we have reproduced the numbering in the Comment Letter and have set out
below, in italics, the text of your question followed by the Company’s response thereto.

Form S-3

    1.

    Please advise us of the basis on which you are conducting the offering on Form S-3.
Based on recent market prices and shares held by non-affiliates, it appears that the
company’s market float is less than $75 million.

The Company respectfully submits that in accordance with the calculation method described in
General Instruction I.B.1 to Form S-3 (“Instruction I.B.1”) the Company’s market float is in
excess of the $75 million threshold required to utilize Form S-3.

Instruction I.B.1 provides, in part, that: (i) Form S-3 may be used for a primary offering where
the aggregate market value of the outstanding voting and non-voting common equity held by
non-affiliates of the registrant is $75 million or more; and
(ii) the aggregate market value

November 3, 2009

Page 2

may be computed by using the last price at which such common equity was last sold as of a date within 60 days prior to the date of filing.

The Company’s shares of common stock, par value $1.00 per share (the “Shares”) are listed on the
NASDAQ Global Market (“NASDAQ”) and the Toronto Stock Exchange, with NASDAQ being the primary
trading market for the Shares. According to data obtained from NASDAQ, on September 22, 2009, the
last sale price of the Shares was $3.73. In addition, as of October 19, 2009 (the “Filing Date”),
the Company had 36,443,487 Shares issued and outstanding. As a result, according to the
calculation established in Instruction I.B.1, the Company has an aggregate market value (held by
both affiliates and non-affiliates) of $135,934,206.50.1

Of the 36,443,487 Shares currently outstanding an aggregate of 2,215,004 are held by persons the
Company considers to be affiliates. Accordingly, even when the Shares held by affiliates are
excluded, the aggregate market value of the Shares held by non-affiliates of the Company still
exceeds the $75 million Form S-3 eligibility requirement.

Affiliate Status

The term “affiliate” is defined under Rule 405 (“Rule 405”) promulgated under the Securities Act
of 1933, as amended (the “Securities Act”), as “a person that directly, or indirectly through one
or more intermediaries, controls or is controlled by, or is under common control with, the person
specified.”2 Furthermore, Rule 405 defines the concept of “control” as the “possession,
direct or indirect, of the power to direct or cause the direction of management and policies of a
person, whether through the ownership of voting securities, by contract or otherwise.”3

In addition, the Commission’s Division of Corporation Finance has previously articulated that “a
person’s status as an officer, director, or owner of 10% of the voting securities of a company is
not necessarily determinative of whether such a person is a control person or member of a
controlling group of persons”, and that his or her status as an officer, director or 10%
shareholder is only one fact which must be taken into consideration.4 The Commission
also stated that “an individual’s status as a control person or as a member of a controlling group
is still a factual question which must be determined by considering other relevant facts in
accordance with the test set forth in Rule 405.”5

As a result, whether a person who meets one or more of the three criteria for presumed affiliate
status, officers, directors or beneficial owners of 10% or more of the then outstanding Shares, is
actually a controlling person of the Company depends on the facts and circumstances of each
particular case, as examined in accordance with the test of “control” set forth in Rule 405.

Share Ownership

Directors and Officers

The following table sets forth information regarding the ownership of the Shares as of the Filing
Date by each of the Company’s directors, Chief Executive Officer, Chief Financial Officer, the
Company’s three other most highly compensated executive officers and all of the Company’s directors
and executive officers as a group.

    1

    Based on 36,443,487 Shares outstanding.

    2

    17 C.F.R. Section 230.405

    3

    Id.

    4

    American Standard, SEC No-Action Letter,
[1972-1973Transfer Binder] Fed. Sec. L. Rep. (CCH) para. 79,071, at 82,313
(Oct. 4,1972).

    5

    Id.

November 3, 2009

Page 3

    Number of

    Outstanding Shares

    Percent of

    Name of Owner

    Owned

    Outstanding Shares(1)

    Jimmy S.H. Lee

    1,679,679

    4.6
    %

    Kenneth A. Shields

    118,000

    *

    Guy W. Adams

    24,000

    *

    William D. McCartney

    19,000

    *

    Graeme A. Witts

    31,685

    *

    Eric Lauritzen

    40,500

    *

    George Malpass

    39,000

    *

    David M. Gandossi

    120,000

    *

    Wolfram Ridder

    20,000

    *

    Leonhard Nossol

    50

    *

    Claes-Inge Isacson

    15,000

    *

    Directors and Executive Officers as a Group (16 persons)

    2,215,004

    6.1
    %

    *

    Less than one percent (1%) of issued and outstanding Shares.

    (1)

    Based on 36,443,487 Shares outstanding on the Filing Date.

Largest Beneficial Owners of Outstanding Shares

The following table sets forth information regarding the beneficial ownership of the Shares as of
the Filing Date by each holder of the Shares known by the Company to own more than five percent
(5%) of the outstanding Shares.

    Name and Address of Owner

    Number of
Shares Owned

    Percent of
Shares Outstanding(6)

    Peter R. Kellogg(1)

    8,046,394

    22.1
    %

    120 Broadway, 6th Floor

New York, NY 10271

    Platinum Investment Management Ltd.(2)

    5,669,847

    15.6
    %

    Level 4, 55 Harrington Street

Sydney, NSW 2000, Australia

    Harbinger Capital Partners Master Fund I, Ltd.(3)

    1,995,100

    5.5
    %

    Third Floor Bishop’s Square

Redmond’s Hill, Dublin 2, Ireland

    Franklin Resources, Inc.(4)

    1,982,388

    5.4
    %

    One Franklin Parkway

San Mateo, CA 94403

    William R. Huff(5)

    1,841,701

    5.1
    %

    67 Park Place

Morristown, NJ 07960

    (1)

    Based on a Form 4 (the “Kellogg September Form 4”) filed on September 29, 2008 jointly with
IAT Reinsurance Co Ltd. (“IAT Reinsurance”). Does not include 1,645,161 Shares issuable upon
conversion of the Company’s 8.5% senior subordinated convertible notes due October 2010 (the
"Convertible Notes”).

    (2)

    Based on a Schedule 13G filed on February 11, 2009.

    (3)

    Based on a Schedule 13G filed on September 21, 2009 jointly with Harbinger Capital Partners
LLC, Harbinger Holdings, LLC and Philip Falcone.

    (4)

    Based on a Schedule 13G filed February 9, 2009 jointly with Charles B. Johnson, Rupert H.
Johnson, Jr. and Franklin Advisory Services, LLC. Does not include 903,210 Shares issuable
upon conversion of the Convertible Notes.

    (5)

    Based on a Schedule 13G filed on December 19, 2008.

    (6)

    The percentage of outstanding Shares is calculated out of a total of 36,443,487 Shares issued
and outstanding on the Filing Date.

November 3, 2009

Page 4

Analysis

The Company considers the Shares held by directors and executive officers to be Shares held by
affiliates of the Company. After excluding such Shares, the Company has 34,228,483 outstanding
Shares held by non-affiliates, representing an aggregate market value of $127,672,241.60.

The Company respectfully submits that when applying the control test in Rule 405 in the context of
federal jurisprudence, Commission actions and the Company’s current situation, the largest
beneficial owners of the Shares should not be considered affiliates of the Company.

Control depends in part on the influence of the individual and stock ownership is but one aspect
of control.6 Specifically, federal courts have held that the determination of whether a
person is an affiliate depends upon “the totality of the circumstances, including an appraisal of
the influence upon management and policies of a corporation by the person involved.”7

Since acquiring Shares of the Company, neither Peter Kellogg nor his affiliated company, IAT
Reinsurance, has exerted any control or influence over the Company’s board of directors, or the
Company’s management even though Mr. Kellogg owns over eight million Shares. According to his
filed Kellogg September Form 4, Mr. Kellogg himself directly owns only 160,162 Shares.
Furthermore, both the Kellogg September Form 4 and the most recent Schedule 13G filed by Peter
Kellogg and IAT Reinsurance, dated December 31, 2007, explicitly
state that Peter Kellogg “disclaims beneficial ownership” of the Shares held by IAT Reinsurance or
its subsidiaries. The percentage of share ownership is not dispositive of affiliate status for
purposes of Rule 405.

Although Platinum Investment Management Ltd. (“Platinum”) has beneficial interest in over 10% of
the outstanding Shares, such holdings represent only a very small component of a significant
worldwide investment portfolio. Platinum is a large Australian based fund manager which currently
manages in excess of $14 billion in investments around the world. In addition, Platinum has never
exerted, or attempted to exert, any control or influence over the Company’s management or board of
directors. Further, since Platinum is not the largest shareholder of the Company and has no
connection to Peter Kellogg or any material shareholder, director or officer of the Company, it is
highly unlikely that they would have the ability to exert control or influence over the Company.

Similarly, the Shares held by Harbinger Capital Partners Master Fund I, Ltd. (“Harbinger”) and
Franklin Resources, Inc. (“Franklin”) represent only a small portion of significant worldwide
investment portfolios. In addition, the Shares held by Harbinger and Franklin represent only 5.5%
and 5.4% of the outstanding Shares, respectively, each well below 10% of the total Shares
outstanding. Harbinger also only recently acquired its Shares on September 9, 2009 and both
Harbinger and Franklin have never attempted to exert any control or influence over the Company’s
board of directors, or the Company’s management. Further, given the fact that they have no
connection to each other or to any other shareholder, director or officer of the Company and
individually hold only a small percentage of the outstanding Shares; it is also very unlikely that
they would have the ability to exert any such control or influence over the Company.

Finally, William R. Huff holds only a very small percentage of Shares (5.1%), has no connection to
any other shareholder, director or officer of the Company and has also not attempted to control or
exert any influence over the Company’s management and operations.

    6

    United States v. Corr, 543 F.2d 1042, 1050 (2d Cir.
1976).

    7

    U.S. v. Sprecher, 783 F.Supp. 133, 159 (S.D.N.Y. 1992).

November 3, 2009

Page 5

Conclusion

Based on the foregoing, the Company respectfully submits that only the 2,215,004 Shares held by its
officers and directors should be considered to be held by affiliates of the Company and excluded
for purposes of the $75 million market float requirement of Instruction I.B.1. After exclusion of
such Shares, the Company has a market float of $127,672,241.59 and satisfies the requirement to
utilize Form S-3.

The Company further submits that even if Peter Kellogg were determined to be an affiliate of the
Company and by reason thereof Form S-3 eligibility was calculated by excluding the 8,046,394 Shares
attributable to Mr. Kellogg, the Company would have 26,182,089 Shares outstanding not held by
affiliates and an aggregate market value of $97,659,191.97, thus satisfying the Form S-3 threshold.

We trust the foregoing to be in order, but should you have any questions or concerns, please do not
hesitate to contact the undersigned at (604) 692-3022 or Andrew Bond at (604) 692-3059.

Yours truly,

SANGRA MOLLER LLP

    Per:

/s/ Harjit S. Sangra

    Harjit S. Sangra

    Per:

/s/ Andrew J. Bond

    Andrew J. Bond

    California State Bar No. 257763

Washington State Bar No. 39502

bmj/ab

    cc.

    Mercer International Inc.

Attention: Jimmy S.H. Lee

                  David M. Gandossi

    David Wilson, Esq.

David Wright Tremaine LLP

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-3561

    MAIL STOP 3561
 October 29, 2009
 Mr. Jimmy S.H. Lee, Chief Executive Officer Mercer International Inc. 650 West Georgia Street, Suite 2840 Vancouver, British Columbia Canada V6B 4N8
 Re: Mercer International Inc.
Registration Statement on Form S-3  Filed on October 19, 2009 File No. 333-159617
   Dear Mr. Lee:
We have limited our review of your filings to those issues we have addressed in
our comment.  Where indicated, we think you should revise your documents in response
to this comment.  If you disagree, we w ill consider your explanation as to why our
comment is inapplicable or a revision is unneces sary.  Please be as detailed as necessary
in your explanation.  In our comment, we may ask you to provide us with supplemental
information so we may better understand your  disclosure.  After reviewing this
information, we may or may not raise additional comments.   Please understand that the purpose of our re view 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 on any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.

Mr. Jimmy S.H. Lee
Mercer International Inc.
October 29, 2009 Page 2

General

1. Please advise us of the basis on whic h you are conducting the offering on Form S-
3.  Based on recent market prices and shar es held by non-affiliat es, it appears that
the company’s market float is less than $75 million.

Closing Comments

As appropriate, please amend your filing in  response to this comment.  You may
wish to provide us with marked copies of th e amendment to expedite our review.  Please
furnish a cover letter with your amendment th at keys your response to our comment and
provides any requested supplemental information.  Detailed cover letter s greatly facilitate
our review.  Please understand that we may have additional commen ts after reviewing
your amendment and response to our comment.   We urge all persons who are responsible for the accuracy and adequacy of the
disclosure in the filings reviewed by the staff to be certain that they have provided all
information investors require for an info rmed decision.  Since the company and its
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.
  Notwithstanding our comments, in the ev ent the company requests acceleration of
the effective date of the pending registration statement, it should furnish a letter, at the time of such request, acknowledging that
 ‚ should the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any
action with respect to the filing;
 ‚ the action of the Commission or the staff,  acting pursuant to delegated authority,
in declaring the filing effective, does not relieve the company from its full
responsibility for the adequacy  and accuracy of the disclosure in the filing; and

‚ the company may not assert this action as  defense in any proceeding initiated by
the Commission or any person under the fe deral securities laws of the United
States.
 In addition, please be advi sed that the Division of En forcement has access to all
information you provide to the staff of the Di vision of Corporation Finance in connection
with our review of your fili ngs or in response to our comments on your filings.

Mr. Jimmy S.H. Lee
Mercer International Inc. October 29, 2009 Page 3

We will consider a written request for acceleration of the effective date of the
registration statement as a confirmation of th e fact that those reque sting acceleration are
aware of their respective responsibilities under the Secu rities Act of 1933 and the
Securities Exchange Act of 1934 as they rela te to the proposed public offering of the
securities specified in the above registration statement.  We will act  on the request and,
pursuant to delegated authority, grant acce leration of the effective date.
 We direct your attention to Rules 46 0 and 461 regarding requesting acceleration
of a registration statement.  Please allow ad equate time after the filing of any amendment
for further review before submitting a request for acceleration.  Please provide this request at least two business days in a dvance of the requested effective date.

 Any questions may be directed to Cathey Baker at (202) 551-3326 or Pam Howell, who supervised the review of your filing, at (202) 551-3357.
        S i n c e r e l y ,            John Reynolds
Assistant Director
 cc: H.S. Sangra, Esq.  FAX:  (604) 669-8803

Mail Stop 3561

  August 28, 2008

Jimmy S.H. Lee, Chairman
Mercer International, Inc.
650 West Georgia Street
Vancouver, British Columbia, Canada V6B 4N8

RE:      Mercer International, Inc.
  Form 10-K for Fiscal Year Ended
  December 31, 2007
  File No. 1-15399

Dear Mr. Lee:

We have completed our review of your Fo rm 10-K and related filings and have no
further comments at this time.

Sincerely,

John Reynolds
Assistant Director
Office of Beverages, Apparel
 and Health Care Services

CORRESP
1
filename1.htm

SEC Correspondence Letter

H.S. Sangra

5000.132

(604) 692-3022

hsangra@sangramoller.com

July 25, 2008

VIA FACSIMILE AND COURIER

SECURITIES AND EXCHANGE COMMISSION

Division of Corporation Finance

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

Washington, D.C. 20549

    Attention:

    Susann Reilly, Attorney

Mail Stop 3561

Dear Sirs/Mesdames:

    Re:

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

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

Form 10-K

    1.

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

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

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

July 25, 2008

Page 2

Review, Approval or Ratification of Transactions with Related Persons

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

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

    •

    Whether the transaction is fair and reasonable to us;

    •

    The business reasons for the transaction;

    •

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

    •

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

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

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

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

Yours truly,

SANGRA MOLLER LLP

    Per:

    /s/  H.S. Sangra

      H.S. Sangra

HSS/cl

    cc.

    Mercer International Inc.

Attention:  Jimmy S.H. Lee

                  David Gandossi

Mail Stop 3561

  July 17, 2008

Jimmy S.H. Lee, Chairman
Mercer International, Inc.
650 West Georgia Street
Vancouver, British Columbia, Canada V6B 4N8

RE:     Mercer International, Inc.
  Correspondence in response to June 17, 2008 comments on Forms 10-K for
Fiscal Year Ended December 31, 2007;  10-Q for period ended March 31,
2008; and on Schedule 14A filed April 25, 2008
  File No. 0-51826

Dear Mr. Lee:

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 comments are inapplicable
or a revision is unnecessary.  Please be as detailed as necessary in your explanation.  In
some of our comments, we may ask you to provi de us with information so we may better
understand your disclosure.  After reviewing th is information, 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.

Form 10-K

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

Jimmy S.H. Lee, Chairman
Mercer International, Inc.
July 17, 2008 p. 2

Closing Comments

 As appropriate, please amend your filing and respond to these comments within
10 business days or tell us when you will provid e us with a response.  You may wish to
provide us with marked copies of the amendm ent 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 co ver letters greatly faci litate our review.
Please understand that we may have addi tional comments after reviewing your
amendment and responses to our comments.

 You may contact Ethan Horowitz at  (202) 551-3311 if you have questions
regarding comments on the fina ncial statements and relate d matters.  Please contact
Susann Reilly at (202) 551-3236 or David Link at (202) 551- 3356 with other questions.

Sincerely,

John Reynolds
Assistant Director
Office of Beverages, Apparel
 and Health Care Services

cc: H.S. Sangra, Esq.
     (604) 669-8803

CORRESP
1
filename1.htm

SEC Acknowledgement Letter

June 27, 2008

VIA FACSIMILE AND COURIER

SECURITIES AND EXCHANGE COMMISSION

Division of Corporation Finance

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

Washington, D.C. 20549

    Attention:

    Susann Reilly, Attorney

Mail Stop
3561

Dear Sirs/Mesdames:

    Re:

    Letter dated June 17, 2008 from the Securities and
Exchange Commission relating to Mercer International
Inc. (the “Company”) Annual Report on Form 10-K for the
fiscal year ended December 31, 2007

In connection with the above-referenced letter and the Company’s responses thereto set forth in a
letter dated June 27, 2008 from the Company’s counsel, Sangra Moller LLP, enclosed herewith, the
Company acknowledges 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 comment 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 federal securities laws of the United States.

Very truly yours,

MERCER INTERNATIONAL INC.

    By:

/s/  David
Ure

    Authorized Signatory

MERCER INTERNATIONAL INC

SUITE 2840, PO Box 11576 – 650 WEST GEORGIA STREET, VANCOUVER,
BC V6B 4N8    T: (604) 684-1099    F: (604) 684-1094

14009 INTERURBAN AVENUE SOUTH,    SUITE 282    SEATTLE,
WASHINGTON    98168    T: (206) 674
4639    F: (206) 674 4629

CORRESP
1
filename1.htm

SEC Response Letter

    1000 Cathedral Place

925 West Georgia Street

Vancouver, British Columbia

Canada V6C 3L2

Telephone:
(604) 662-8808

Facsimile:   (604) 669-8803

www.sangramoller.com

    Reply Attention of:

H.S. Sangra

Our File No.:

5000.132

Direct Line:

(604) 692-3022

Email:

hsangra@sangramoller.com

June 27, 2008

VIA FACSIMILE AND COURIER

SECURITIES AND EXCHANGE COMMISSION

Division of Corporation Finance

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

Washington, D.C. 20549

    Attention:

    Susann Reilly, Attorney

        Mail Stop 3561

Dear Sirs/Mesdames:

    Re:

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

We act as counsel for the Company and write in connection with the letter dated June 17, 2008 (the
“Comment Letter”) from the Securities and Exchange Commission (the “Commission”) commenting on the
Company’s Form 10-K for the fiscal year ended December 31, 2007 filed with the Commission on
February 25, 2008 (File No. 0-51826) (the “2007 Form 10-K”). On behalf of the Company, we provide
the following responses to your comments. For your ease of reference, we have reproduced the
numbering in the Comment Letter and have set out below, in italics, the text of your questions
followed by the Company’s responses thereto.

Form 10-K

Item 13. Certain Relationships and related Transactions, and Director Independence, page 62

    1.

    Your 2008 proxy does not include the disclosure required by Item 13 of the Form 10-K, that
is, Item 404 of Regulation S-K. Your Form 10-K notes that it incorporates the Item 404
information by reference from your proxy. Please amend the Form 10-K to include the
information required by Item 404 of Regulation S-K.

The Company was not a party to any transaction required to be reported under Item 404 of Regulation
S-K during the period covered by the 2007 Form 10-K. As a result, no such disclosure appears in the
Company’s 2008 Proxy Statement on Schedule 14A filed with the Commission on April 25, 2008 from
which report, in accordance with Form 10-K General Instruction G(2), the information called for by
Item 404 is incorporated by reference to the 2007 Form 10-K. The Company respectfully advises that
an amendment to the 2007 Form 10-K to provide, what the Company considers to be “negative
disclosure”, would not be helpful to readers nor required and proposes not to make any change.

June 27, 2008

Page 2

    2.

    Please revise the Form 10-K to include the signature of either the principal accounting
officer or the controller, as required by the Form 10-K General Instruction D(2)(a).

For the fiscal year 2007, the Company’s Chief Financial Officer also served as its Principal
Accounting Officer. The Company will revise its 2007 Form 10-K to include the title of “Principal
Accounting Officer” next to the title of its Chief Financial Officer, David Gandossi, in accordance
with Form 10-K General Instruction D(2)(a).

Consolidated Financial Statements

Notes to Consolidated Financial Statements

Note 9 — Pension and Other Post-Retirement Benefit Obligations, page 80

    3.

    We note on page 71 that you recorded SFAS 158 adjustments to “Comprehensive Income
Accumulated Other” of €809,000 and €3,789,000 for the years ended December 31, 2007 and 2006,
respectively. However, we did not find the disclosures required by paragraph 7 of SFAS 158.
Tell us why these disclosures are not applicable to your circumstances or add the appropriate
disclosures.

The Company acknowledges your comment and proposes to supplement Note 9 “Pension and Other
Post-Retirement Benefit Obligations” with the following additional disclosure:

“During the year ended December 31, 2007, the Company recognized €809 in other
comprehensive income (2006 –
€3,789, 2005 – €331), composed entirely of net actuarial
losses. As at December 31, 2007, the pension related accumulated comprehensive income
balance of
€4,929 (2006 – €4,120) is as a result of net actuarial losses. The Celgar
Plans do not have any net transition asset or obligation recognized as a
reclassification adjustment of other comprehensive income. The amount included in
other comprehensive income which is expected to be recognized in 2008 is approximately
€80 of net actuarial losses. There are no plan assets that are expected to be returned
to the Company in 2008.”

Note 13 — Net Income (Loss) Per Share, page 88

    4.

    We note that you report net loss from discontinued operations for each of the three years in
the period ended December 31, 2007. However, you have not disclosed basic and diluted
per-share amounts as required by paragraph 37 of SFAS 128. Tell us why these disclosures are
not applicable to your circumstances or add the appropriate disclosures.

The Company respectfully advises that per share amounts, basic and diluted, for loss from
discontinued operations for the years ended December 31 2005, 2006 and 2007 are reported in Note 18
“Discontinued Operations” on page 92 of the 2007 Form 10-K.

The Company believes this presentation to be in compliance with SFAS 128 and to capture the intent
of the discontinued operations accounting requirements. The Company also believes that the
Company’s simple capital structure and the per share data disclosure for continuing operations and
net income in Note 13 “Net Income (Loss) Per Share” on page 88 of the 2007 Form 10-K readily permit
readers to ascertain the per share values for loss from discontinued operations using such
information.

June 27, 2008

Page 3

Based on the foregoing, the Company respectfully submits that no change should be required.

Supplementary Financial Information, page 98

    5.

    We note that you present quarterly financial data for each of the quarters in 2007 and 2006.
However, your disclosures do not include net income per share in accordance with Item 302 of
Regulation S-K.

The Company acknowledges your comment and advises that it proposes to amend the table on page 92 of
the 2007 Form 10-K by adding the following additional disclosure at the bottom of the tables for
2007 and 2006.

Quarterly Financial Data

(Thousands, Except per Share Amounts)

    Quarter Ended

    March 31

    June 30

    September 30

    December 31

    2007

    Net income per share*

    €   0.03

    €   0.09

    €   0.26

    €   0.18

    2006

    Net income per share*

    €   0.41

    €   0.45

    €   0.19

    €   0.50

    *

    on a diluted basis

The Company advises that it will implement the amendments set out herein upon confirmation that
such proposed changes adequately address your Comment Letter. A marked version of the pages of the
2007 Form 10-K showing the proposed changes accompany this letter for your ease of reference.

The written acknowledgement of the Company requested by the Commission is enclosed herewith.

We trust the foregoing to be in order, but should you have any questions or concerns, please do not
hesitate to contact the undersigned at (604) 692-3022.

Yours truly,

SANGRA MOLLER LLP

Per:  /s/  H.S.
Sangra

   H.S. Sangra

HSS/cl

    cc.

    Mercer International Inc.

Attention:   Jimmy S.H. Lee

                    David Gandossi

Mail Stop 3561

  June 17, 2008

Jimmy S.H. Lee, Chairman
Mercer International, Inc.
650 West Georgia Street
Vancouver, British Columbia, Canada V6B 4N8

RE:      Mercer International, Inc.
  Form 10-K for Fiscal Year Ended
  December 31, 2007 and filed February 25, 2008
Form 10-Q for period ended March 31, 2008 and filed May 6, 2008
  Schedule 14A filed April 25, 2008
  File No. 1-15399

Dear Mr. Lee:

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 comments are inapplicable
or a revision is unnecessary.  Please be as detailed as necessary in your explanation.  In some of our comments, we may ask you to provi de us with information so we may better
understand your disclosure.  After reviewing th is information, 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.

Form 10-K

Item 13. Certain Relationships and related Tran sactions, and Director  Independence, page
62

1. Your 2008 proxy does not include the disclo sure required by Item 13 of the Form
10-K, that is, Item 404 of Regulation S- K.  Your Form 10-K notes that it
incorporates the Item 404 informati on by reference from your proxy.  Please

Jimmy S.H. Lee, Chairman
Mercer International, Inc.
June 17, 2008 Page 2
amend the Form 10-K to include the information required by Item 404 of
Regulation S-K.

2. Please revise the Form 10-K to include the signature of either the principal accounting officer or the controller, as required by the Form 10-K General
Instruction D(2)(a).

Consolidated Financial Statements

Notes to Consolidated Financial Statements

Note 9 – Pension and Other Post-Retirement Benefit Obligations, page 80
3. We note on page 71 that you recorded SFA S 158 adjustments to “Comprehensive
Income Accumulated Other” of €809,000 and €3,789,000 for the years ended December 31, 2007 and 2006, respectively.  However, we did not find the disclosures required by paragraph 7 of SFA S 158.  Tell us why these disclosures
are not applicable to your circumstances  or add the appropr iate disclosures.

Note 13 – Net Income (Loss) Per Share, page 88
4. We note that you report net loss from di scontinued operations for each of the
three years in the period ended Dece mber 31, 2007.  However, you have not
disclosed basic and diluted per-share amounts as required by paragraph 37 of
SFAS 128.  Tell us why these disclosures ar e not applicable to your circumstances
or add the appropriate disclosures.

Supplementary Financial Information, page 98
5. We note that you present quarterly financ ial data for each of the quarters in 2007
and 2006. However, your disclosures do not include net income per share in accordance with Item 302 of Regulation S-K.

Closing Comments

 As appropriate, please amend your filing and respond to these comments within
10 business days or tell us when you will provid e us with a response.  You may wish to
provide us with marked copies of the amendm ent 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 co ver letters greatly faci litate our review.
Please understand that we may have addi tional comments after reviewing your
amendment and responses to our comments.

Jimmy S.H. Lee, Chairman
Mercer International, Inc.
June 17, 2008 Page 3
  We urge all persons who are responsi ble for the accuracy an d 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
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 Ethan Horowitz at  (202) 551-3311 if you have questions
regarding comments on the fina ncial statements and relate d matters.  Please contact
Susann Reilly at (202) 551-3236 or David Link at (202) 551- 3356 with other questions.

Sincerely,

John Reynolds
Assistant Director
Office of Beverages, Apparel
 and Health Care Services

cc:  Jimmy S.H. Lee, Chairman
facsimile to (604) 684-1094

CORRESP
1
filename1.htm

      Mercer International Regco Inc. Acceleration Request dated December 14, 2005

    MERCER
      INTERNATIONAL REGCO INC.

    Suite
      2840, 650 West Georgia Street

    Vancouver,
      British Columbia, Canada V6B 4N8

    December
      14, 2005

    Securities
      and Exchange Commission

    Division
      of Corporation Finance

    100
      F
      Street N.E.

    Washington,
      D.C. 20549

    Attn:
      Carmen Moncada-Terry

    Re:
      Mercer
      International Regco Inc.

    Registration
      Statement on Form S-4 (No. 333-126683)

    Ladies
      and Gentlemen:

    Pursuant
      to Rule 461 promulgated under the Securities Act of 1933, as amended, Mercer
      International Regco Inc. (the "Company") hereby requests that the effective
      date
      of the above-referenced Registration Statement on Form S-4 be accelerated to,
      and that such Registration Statement be declared effective on, December 15,
      2005
      at 11:00 a.m.
      (EST), or as soon as practicable thereafter.

    The
      Company acknowledges that:

            ·

                  should
                the Commission or the staff, acting pursuant to delegated authority,
                declare the filing effective, it does not foreclose the Commission
                from
                taking any action with respect to the
                filing;

            ·

                  the
                action of the Commission or the staff, acting pursuant to delegated
                authority, in declaring the filing effective, does not relieve the
                Company
                from its full responsibility for the adequacy and accuracy of the
                disclosure in the filing; and

            ·

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

    MERCER
      INTERNATIONAL REGCO INC.

    By:
      /s/ David M. Gandossi

    Name:
      David
      M.
      Gandossi

    Title:
      Secretary

CORRESP
1
filename1.htm

Letter to SEC re Mercer International Inc. dated September 16, 2005

SANGRA
MOLLER LLP

B a r r i s t e r s & S o l i c i t o r s

1000
Cathedral Place                                                                  Reply Attention of:

925 West
Georgia
Street
Stewart L. Muglich

Vancouver,
British Columbia

Canada
V6C 3L2                                                                                                               Our
File No.:

                                                                              5000066

Telephone:
(604) 662-8808

Facsimile:
(604)
669-8803
Direct Line:

www.sangramoller.com                                                                       (604)
692-3023

                                                                                                                                                                                                                                  Email:
                                                                                                                                                                                                                                  smuglich@sangramoller.com

September
22, 2005

VIA
EDGAR, FACSIMILE AND COURIER

SECURITIES
AND EXCHANGE COMMISSION

100 F
Street, N.E., Stop 7010

Washington,
D.C. 20549-7010

Attention:  H.
Roger Schwall, Assistant Director

Mail
Stop 7010

Dear
Sirs/Mesdames:

Re:     Mercer
International Regco Inc. (the "Company")

Registration
Statement on Form S-4

File
No. 333-126683

We act as
counsel for the Company and write in connection with the comment letter dated
September 12, 2005 (the "Comment Letter") from the Securities and Exchange
Commission (the "Commission") to Mercer International Inc. ("Mercer") on the
Company's Registration Statement on Form S-4 (the "Registration Statement")
relating to the conversion of Mercer from a Massachusetts trust to a corporation
organized under the laws of the State of Washington (the "Conversion"). On
behalf of the Company, we provide the following responses to your comments. For
your ease of reference, we have set out below, in italics, the comments
contained in the Comment Letter, with the Company's responses following each
comment. In addition, we have updated the Registration Statement to reflect the
incentive stock grants made to senior management of Mercer as of September 9,
2005, and to clarify certain terms in the merger agreement to conform to the
disclosure contained in the Registration Statement, and have also made other
minor updates and corrections.

General

    1.

         We remind you
      of prior comment 1 from our letter dated August 17, 2005. We also hope to
      discuss several other issues with you by
telephone.

We note
your comment and acknowledge your oral comments received on September 14, 2005.
In connection therewith we have filed the draft Amendment No. 1 to Form S-4 and
our response letter dated August 22, 2005 to your comment letter dated August
17, 2005, both as "CORRESP" via EDGAR.  In addition, we have changed the
definitions set out in the Registration Statement from "Mercer-DE" to
"Transition Co." and from "Mercer-WA" to "Amalgamated Mercer" for greater
clarity.

September
22, 2005

Page 2

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

    2.

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

      •

      You
      indicate at page 24 that you have "obtained an opinion" from counsel
      regarding Section 368(a), but it is unclear where that opinion is to be
      found.

      •

      It
      remains unclear whether you intend to file a short- or long-form opinion
      as an exhibit. If the former, you must make clear both in the disclosure
      in this section and in the letter from counsel that you file as an exhibit
      that the disclosure in this section constitutes the opinion of counsel.
      For example, revise the last paragraph on page 24
      accordingly.

      •

      It
      is insufficient for counsel to indicate in exhibit 8.1 that it is
      providing its opinion "concerning the description" of the material tax
      consequences. Instead of opining regarding the description, it must
      provide an opinion regarding the actual consequences. Similarly, the
      statement at page 2 of exhibit 8.1 that the disclosure "is correct" does
      not make clear that the referenced disclosure also constitutes counsel's
      opinion.

      •

      The
      references at page 3 of exhibit 8.1 to the specific tax consequences
      "presented above" and at page 2 to "the opinion set forth below" are
      unclear due to the incomplete nature of the "opinion"
      rendered.

      •

      If
      you instead intend to summarize the long-form opinion to be provided by
      counsel, we may have additional comments once we view the changes and the
      new opinion.

      •

      If
      the disclosure in the registration statement is intended to constitute
      counsel's opinion, ensure that all "assumptions, exceptions, limitations
      and qualifications" to which counsel refers in exhibit 8.1 appear in the
      corresponding text in the registration statement. Conversely, if counsel
      intends the document filed as exhibit 8.1 to constitute a long-form
      opinion, ensure that all such items appear in that documents and that it
      does not suggest that the reader needs to look elsewhere to find that
      information.

The
disclosure at page 24 of the Registration Statement has been amended to indicate
that the opinion from counsel regarding Section 368(a) is attached as exhibit
8.1.

The
opinion attached as exhibit 8.1 will be a short-form opinion. Accordingly, the
material U.S. federal income tax section of the Registration Statement has been
amended to clarify that the disclosure in this section constitutes the opinion
of counsel. In addition, exhibit 8.1 has been amended to clarify that counsel is
providing its opinion about the material U.S. federal income tax consequences of
the conversion (rather than a description thereof) and that the disclosure in
the section on material U.S. federal income tax consequences of the conversion
in the Registration Statement constitutes the opinion of counsel. Exhibit 8.1
has also been amended to clarify the opinions being rendered and therefore all
references to such opinions should be clear.

Moreover,
all assumptions, exceptions, limitations and qualifications referred to in
exhibit 8.1 now also appear in the corresponding text in the registration
statement.

September 22, 2005

Page 3

      3.

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

The new
disclosure at page 25 has been amended to recommend that shareholders consult
their own tax advisors in the circumstances described.

Exhibit
5.1 - opinion of counsel

    4.

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

The
number of shares referenced in the opinion has been corrected to reflect the
same number of shares that appears in the fee table of the Registration
Statement.

    5.

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

The last
paragraph of the opinion has been amended to delete the suggestion that the
opinion is solely for the benefit of the reader and that it may not be relied
upon by any other person, firm, corporation or other entity without counsel's
prior written consent.

A marked
version of the Company's full Registration Statement accompanies this letter for
your ease of reference. Only marked pages will be forwarded via facsimile. The
Company hopes to have the Registration Statement declared effective as soon as
possible and, accordingly, any assistance you can provide in obtaining an
expeditious review of this response letter and the amended Registration
Statement would be greatly appreciated. We trust the foregoing to be in order
but should you have any questions or concerns, please do not hesitate to contact
the undersigned or my partner, Harj Sangra at 604-692-3022.

Yours
truly,

SANGRA
MOLLER LLP

/s/
Stewart L. Muglich

Per:

Stewart
L. Muglich

(New York
State Bar No. 098563)

SLM/tp

cc.   Mercer
International Inc.

Attention:
David M. Gandossi

Securities
and Exchange Commission, Stop 7010

Attention:
Timothy Levenberg

Securities
and Exchange Commission, Stop 7010

Attention:
Carrie Darling

Deloitte
& Touche LLP

Attention:
Dan Rollins and Gregg Orr

CORRESP
1
filename1.htm

Response Letter

      Reply
      Attention of:

      Stewart
      L. Muglich

      Our
      File No.:

      5000
      066

      Direct
      Line:

      (604)
      692-3023

      Email:

      smuglich@sangramoller.com

August
22, 2005

VIA
FACSIMILE AND COURIER

SECURITIES
AND EXCHANGE COMMISSION

100 F
Street, N.E., Stop 7010

Washington,
D.C. 20549

Attention: H.
Roger Schwall, Assistant Director

Mail Stop 7010

Dear
Sirs/Mesdames:

Re:   Mercer
International Regco Inc. (the "Company") - File No.
333-126683

We act as
counsel for the Company and write in connection with the comment letter dated
August 17, 2005 (the "Comment Letter") from the Securities and Exchange
Commission (the "Commission") to Mercer International Inc. ("Mercer") on the
Company's Form S-4 relating to the conversion of Mercer from a Massachusetts
trust to a corporation organized under the laws of the State of Washington (the
"Conversion"). On behalf of Mercer and the Company, we provide the following
responses to your comments. For your ease of reference, we have set out below,
in italics, the comments contained in the Comment Letter, with the Company's
responses following each comment.

General

      1.

      Because
      your letter dated July 21, 2005, seeks no action relief relating to, among
      other things, your continued Form S-3 eligibility, we may have additional
      comments once the Office of Chief Counsel addresses your request. For
      example, your ability to incorporate by reference in the manner permitted
      to Form S-3 filers, as you have done at page 31, might be affected by the
      resolution.

We note
your comment.

      2.

      During
      our recent phone conference, counsel acknowledged that the proposed
      mergers and conversion will result in Mercer changing from an entity with
      a finite life to an entity with an infinite life. If so, it appears that
      you will need to provide the disclosure required by Release 33-6900.
      Please revise your document accordingly or advise us why you do not
      believe such revision is necessary. We may have additional
      comments.

We
respectfully submit that revisions to the Form S-4 of the Company are not
necessary to provide additional disclosure pursuant to Release 33-6900 as the
concerns dealt with by that Release are not applicable in the current
circumstances. We note that:

•
Mercer was never qualified as a REIT for tax purposes. Although
Mercer was organized as a Massachusetts trust under the laws of the State of
Washington, it was never qualified as a REIT under United States federal tax
legislation.

•
Mercer was never a pass-through entity. Mercer
never acted as a pass-through entity and no income or losses of Mercer were ever
passed through to the shareholders of Mercer.

•
Mercer has never had a general partner. Mercer
has never had a general partner so there are no concerns with relation to any
fiduciary obligations being breached as a result of an acquisition of the
general partner's interest.

•
Mercer’s shares will not change. Each
share of Mercer, as well as that of the successor, bears the exact same economic
interest so there are no varying interests among Mercer’s shareholders. Further,
there will be no change in the voting rights upon completion of the Conversion
and as a result a Mercer shareholder will retain the exact same economic and
voting interest in the Company as it did in Mercer. The shares of the Company
will also trade on the same markets on which the shares of Mercer traded.

•
Mercer is subject to the Washington Business Corporation Act and shareholders
have the benefit of state laws. Mercer
is currently subject to the Washington
Business Corporation Act (“WBCA”)
and it, and its shareholders, are therefore subject to, and receive the benefit
of, this state corporate legislation. This includes, but is not limited to,
appraisal remedies which are available under the state corporate law and, in
particular, in respect of the Conversion. Under such appraisal remedies a
shareholder of Mercer could require that its shares in Mercer be bought out at
the fair value as determined pursuant to the WBCA. As the Company will also be
subject to the WBCA, the shareholders of the Company will be entitled to the
same protections which were afforded to them as shareholders of Mercer.

•
No change to Mercer’s management or Board. The
management and the board of the Company will remain the same as that of Mercer
and they will be compensated in the same manner.

•
No change in business, operations or financial
condition. There
will be no change in the business, operations or financial condition of Mercer
as a result of the Conversion. After the Conversion, the Company will be
carrying on the same business, in the same manner, as Mercer and the Company's
financial reporting will be the same as that of Mercer.

•
Mercer is an industrial company. Unlike a
REIT or certain limited partnerships, Mercer's interest, as an industrial
company, in its assets are long term as pulp mills typically have a lifespan of
in excess of 25 years. Therefore, there is no expectation that Mercer will be
wound up in order to distribute its capital to its shareholders and therefore
issues about the economic fairness of the Conversion are not
relevant.

Further,
Release 33-6900 is intended to assist registrants in assuring that investors are
provided with adequate, clear, concise and understandable disclosure relating to
certain types of roll-up transactions. We respectfully submit that the
disclosure set out in the Form S-4 relating to the Conversion complies with the
Release.

The
disclosure in the Form S-4 relating to the Conversion is provided in a
systematic manner with headings and subheadings that are descriptive of the
substance of the disclosure included thereunder. The Form S-4 includes a section
that briefly sets out questions and answers to selected information relating to
the special meeting, the Conversion and other matters that may be of
significance to investors, a reasonably detailed table of contents that sets out
the contents and location of disclosure, a summary section that discusses the
material points of the disclosure set out in the main body thereof and a
discussion of the risk factors relating to the Conversion.

The Form
S-4 also provides a detailed discussion of the salient points relating to the
Conversion, including the background to the Conversion, the material terms of
the merger agreement relating to the Conversion, the mechanics involved with
undertaking the Conversion, the effect of the Conversion on the business of
Mercer, a comparison of the material rights of shareholders resulting from the
Conversion, a description of the material differences of the governing documents
of Mercer currently and subsequent to the Conversion (including that the
Conversion will result in Mercer changing from an entity with a finite life to
an entity with an infinite life), the material U.S. federal income tax
consequences of the Conversion and a discussion of dissenters' rights for
shareholders that wish to exercise such rights in connection with the
Conversion. In addition, the Appendices to the Form S-4 include the merger
agreement relating to the Conversion and the Articles and Bylaws of the
Washington company that succeeds Mercer upon completion of the Conversion which
allow a reader to review and compare the new company with Mercer as it currently
exists.

As a
result, we respectfully submit that investors are provided with sufficient
information about the Conversion so as to be able to make an informed decision
in compliance with the intent of the Release.

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

      3.

      It
      appears that you intend for the disclosure that appears in this section to
      constitute counsel's opinion. If so, revise the introductory paragraph on
      page 23 to make that clear. For example, it is insufficient and
      inappropriate to state that counsel's opinion is merely that the
      "following general discussion constitutes … a fair and accurate summary
      …."

The
Company has amended the first paragraph under "Material U.S. Federal Income Tax
Consequences of the Conversion" to clarify that the discussion under this
heading sets forth the material U.S. federal income tax consequences of the
Conversion and the discussion now is not merely a general discussion of the
anticipated U.S. federal income tax consequences of the Conversion. Please see
the marked version of the Form S-4 which accompanies this letter.

      4.

      The
      reference at page 24 to "the varying nature of such
      tax consequences" is unclear. Delete the phrase, or revise it to clarify
      the intended reference.

The
Company has deleted the reference to the varying nature of the tax consequences
of the Conversion and amended the disclosure to make it clear that each
shareholder should consult his or her own tax advisor as to the specific tax
consequences of the Conversion under such shareholder's particular
circumstances. Please see the marked version of the Form S-4 which accompanies
this letter.

      5.

      It
      appears that in order to reach the conclusions that are set forth at page
      24, counsel must first determine whether the Conversion will qualify as a
      reorganization. Therefore, the suggestions that it is "anticipated" that
      it will so qualify and that the ensuing list therefore "assume[es] such
      qualification" are inappropriate. Please obtain a definitive opinion from
      counsel in that regard.

The
Company has amended the paragraph to make it clearer that the Conversion will
qualify as a reorganization subject to the assumptions and qualifications that
are necessary given the factual underpinnings of the opinion. Please see the
marked version of the Form S-4 which accompanies this letter.

      6.

      Similarly,
      it appears inappropriate to provide the conclusion in item (v) with the
      limitation that it is accurate "provided that the payment is neither
      essentially equivalent to a dividend within the meaning of Section 302 of
      the Code nor has the effect of a distribution of a dividend within the
      meaning of Section 356(a)(2)." Instead, obtain a clear opinion on these
      points.

The
Company has amended subparagraph (v) to delete the qualification attaching to
the gain or loss for federal income tax purposes of a shareholder who exercises
dissenters' rights. Please see the marked version of the Form S-4 which
accompanies this letter.

Exhibit
8.1

      7.

      In
      the opinion filed as an exhibit, ensure that counsel gives effect to each
      of the applicable comments set forth above relating to the disclosure that
      appears in the Form S-4 at page 23. Also obtain and file a signed and
      dated opinion of counsel.

The
Company will obtain a signed opinion of tax counsel which addresses each of
comments 3 to 6 above and will file a copy of the signed opinion with the Form
S-4 as exhibit 8.1. A marked version of the opinion is attached as Exhibit 8.1
to the marked version of the Form S-4 which accompanies this
letter.

      8.

      Counsel
      needs to make clear in the short form opinion that is filed as exhibit 8.1
      that the disclosure that appears in the registration statement in the
      section captioned "Material U.S. Federal Income Tax Consequences of the
      Conversion" constitutes its opinion. The suggestion that it is merely a
      description or a discussion is
inappropriate.

The tax
opinion on page 2 has been amended to state that counsel is of the opinion that
the disclosure in the Form S-4 under the heading "Material U.S. Federal Income
Tax Consequences of the Conversion", as it relates to statements of law and
legal conclusions, is correct in all material respects, subject to the
limitations set forth therein.

      9.

      In
      the new opinion you obtain, ensure that counsel does not suggest that the
      opinion that appears in the registration statement only addresses
      "certain" - rather than the material - tax federal income tax
      consequences. Similarly, ensure that counsel does not retain its
      suggestion that under the circumstances it describes the opinion "may not
      be relied upon," as the reader is entitled to rely upon
      it.

Tax
counsel has revised its opinion to provide that it relates to the "material"
U.S. federal income tax consequences of the Conversion. In addition, tax counsel
has amended the second paragraph of page 3 of the tax opinion to delete the
suggestion that the opinion may not be relied upon in certain
circumstances.

A marked
version of the Company’s full Form S-4 accompanies this letter for your ease of
reference. Only marked pages will be forwarded via facsimile. The Company hopes
to have the Registration Statement on Form S-4 declared effective as soon as
possible and, accordingly, any assistance you can provide in obtaining an
expeditious review of this response letter and the amended Form S-4 would be
greatly appreciated. We trust the foregoing to be in order but should you have
any questions or concerns, please do not hesitate to contact the undersigned or
my partner, Harj Sangra at 604 692-3022.

Yours
truly,

SANGRA
MOLLER LLP

Per:  /s/
Stewart L. Muglich

        Stewart
L. Muglich

        (New York
State Bar No. 098563)

Enclosures
(with courier only)

HSS/KL/cl

cc.
Mercer
International Inc.

Attention:
David M. Gandossi

Securities
and Exchange Commission, Stop 7010

Attention:
Timothy Levenberg

Securities
and Exchange Commission, Stop 7010

Attention:
Carrie Darling

Deloitte
& Touche LLP

Attention:
Dan Rollins and Gregg Orr

<DOCUMENT>
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<TEXT>

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

         DIVISION OF
CORPORATION FINANCE
Mail Stop 7010

							September 12, 2005

Mr. David M. Gandossi
Mercer International Inc.
Suite 2840, 650 West Georgia Street
Vancouver, British Colombia, Canada V6B 4N8

Re:	Mercer International Regco Inc.
	Registration Statement on Form S-4
Draft Amendment No. 1
	File No. 333-126683

Dear Mr. Gandossi:

	We have reviewed your filing and have limited our review to
the
areas relating to the following comments.  Where indicated, we
think
you should revise your document in response to these comments.  If
you disagree, we will consider your explanation as to why our
comment
is inapplicable or a revision is unnecessary.  Please be as
detailed
as necessary in your explanation.  We may ask you to provide us
with
supplemental information so we may better understand your
disclosure.
After reviewing this information, we may or may not raise
additional
comments.

      Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.

General

1.	We remind you of prior comment 1 from our letter dated August
17, 2005.   We also hope to discuss several other issues with you
by
telephone.

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

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

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

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

Exhibit 5.1 - opinion of counsel

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

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

Closing Comments

      As appropriate, please amend your registration statements
and
Exchange Act reports in response to these comments.  You may wish
to
provide us with marked copies of the amendments to expedite our
review.  Please furnish a cover letter with your amendments that
keys
your responses to our comments and provides any requested
supplemental information.  Detailed cover letters greatly
facilitate
our review.  Please understand that we may have additional
comments
after reviewing your amendments and responses to our comments.

	We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision.  Since the company and its management are in
possession of all facts relating to a company`s disclosure, they
are
responsible for the accuracy and adequacy of the disclosures they
have made.

	Notwithstanding our comments, in the event the company
requests
acceleration of the effective date of the pending registration
statement, it should furnish a letter, at the time of such
request,
acknowledging that

* should the Commission or the staff, acting pursuant to delegated
authority, declare the filing effective, it does not foreclose the
Commission from taking any action with respect to the filing;
* the action of the Commission or the staff, acting pursuant to
delegated authority, in declaring the filing effective, does not
relieve the company from its full responsibility for the adequacy
and
accuracy of the disclosure in the filing; and
* the company may not assert this action as defense in any
proceeding
initiated by the Commission or any person under the federal
securities laws of the United States.

	In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in connection with our review of
your
filing or in response to our comments on your filing.

      We will consider a written request for acceleration of the
effective date of the registration statement as a confirmation of
the
fact that those requesting acceleration are aware of their
respective
responsibilities under the Securities Act of 1933 and the
Securities
Exchange Act of 1934 as they relate to the proposed public
offering
of the securities specified in the above registration statement.
We
will act on the request and, pursuant to delegated authority,
grant
acceleration of the effective date.

      We direct your attention to Rules 460 and 461 regarding
requesting acceleration of a registration statement.  Please allow
adequate time after the filing of any amendment for further review
before submitting a request for acceleration.  Please provide this
request at least two business days in advance of the requested
effective date.

      Direct questions relating to all disclosure issues to Carrie
Darling, at (202) 551-3724 or, in her absence, to Timothy
Levenberg,
Special Counsel, at (202) 551-3707.   Direct all correspondence to
us
at the following address:  100 F St., NE, Washington, DC 20549,
Mail
Stop 7010.

							Sincerely,

							H. Roger Schwall
							Assistant Director

cc:	Stewart Muglich (604) 669-8803

      Timothy Levenberg
      Carrie Darling
??

??

??

??

Mr. David M. Gandossi
Mercer International Regco Inc.
September 12, 2005
page 4

</TEXT>
</DOCUMENT>

<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>

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

         DIVISION OF
CORPORATION FINANCE
Mail Stop 7010

							August 17, 2005

Mr. David M. Gandossi
Mercer International Inc.
Suite 2840, 650 West Georgia Street
Vancouver, British Colombia, Canada V6B 4N8

Re:	Mercer International Regco Inc.
	Registration Statement on Form S-4
Filed July 18, 2005
	File No. 333-126683

Dear Mr. Gandossi:

	We have reviewed your filing and have limited our review to
the
areas relating to the following comments.  Where indicated, we
think
you should revise your document in response to these comments.  If
you disagree, we will consider your explanation as to why our
comment
is inapplicable or a revision is unnecessary.  Please be as
detailed
as necessary in your explanation.  We may ask you to provide us
with
supplemental information so we may better understand your
disclosure.
After reviewing this information, we may or may not raise
additional
comments.

      Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.

General

1. Because your letter dated July 21, 2005, seeks no action relief
relating to, among other things, your continued Form S-3
eligibility,
we may have additional comments once the Office of Chief Counsel
addresses your request.  For example, your ability to incorporate
by
reference in the manner permitted to Form S-3 filers, as you have
done at page 31, might be affected by the resolution.

2. During our recent phone conference, counsel acknowledged that
the
proposed mergers and conversion will result in Mercer changing
from
an entity with a finite life to an entity with an infinite life.
If
so, it appears that you will need to provide the disclosure
required
by Release 33-6900.  Please revise your document accordingly or
advise us why you do not believe such revision is necessary.  We
may
have additional comments.

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

3.	It appears that you intend for the disclosure that appears in
this section to constitute counsel`s opinion.  If so, revise the
introductory paragraph on page 23 to make that clear.  For
example,
it is insufficient and inappropriate to state that counsel`s
opinion
is merely that the "following general discussion constitutes ... a
fair and accurate summary...."

4.	The reference at page 24 to "the varying nature of such tax
consequences" is unclear.  Delete the phrase, or revise it to
clarify
the intended reference.

5.	It appears that in order to reach the conclusions that are
set
forth at page 24, counsel must first determine whether the
Conversion
will qualify as a reorganization.  Therefore, the suggestions that
it
is "anticipated" that it will so qualify and that the ensuing list
therefore "assume[es] such qualification" are inappropriate.
Please
obtain a definitive opinion from counsel in that regard.

6.	Similarly, it appears inappropriate to provide the conclusion
in
item (v) with the limitation that it is accurate "provided that
the
payment is neither essentially equivalent to a dividend within the
meaning of Section 302 of the Code nor has the effect of a
distribution of a dividend within the meaning of Section
356(a)(2)."
Instead, obtain a clear opinion on these points.

Exhibit 8.1

7.	In the opinion filed as an exhibit, ensure that counsel gives
effect to each of the applicable comments set forth above relating
to
the disclosure that appears in the Form S-4 at page 23.  Also
obtain
and file a signed and dated opinion of counsel.

8.	Counsel needs to make clear in the short form opinion that is
filed as exhibit 8.1 that the disclosure that appears in the
registration statement in the section captioned "Material U.S.
Federal Income Tax Consequences of the Conversion" constitutes its
opinion.  The suggestion that it is merely a description or a
discussion is inappropriate.

9.	In the new opinion you obtain, ensure that counsel does not
suggest that the opinion that appears in the registration
statement
only addresses "certain" -- rather than the material -- tax
federal
income tax consequences.  Similarly, ensure that counsel does not
retain its suggestion that under the circumstances it describes
the
opinion "may not be relied upon," as the reader is entitled to
rely
upon it.

Closing Comments

      As appropriate, please amend your registration statements
and
Exchange Act reports in response to these comments.  You may wish
to
provide us with marked copies of the amendments to expedite our
review.  Please furnish a cover letter with your amendments that
keys
your responses to our comments and provides any requested
supplemental information.  Detailed cover letters greatly
facilitate
our review.  Please understand that we may have additional
comments
after reviewing your amendments and responses to our comments.

	We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision.  Since the company and its management are in
possession of all facts relating to a company`s disclosure, they
are
responsible for the accuracy and adequacy of the disclosures they
have made.

	Notwithstanding our comments, in the event the company
requests
acceleration of the effective date of the pending registration
statement, it should furnish a letter, at the time of such
request,
acknowledging that

* should the Commission or the staff, acting pursuant to delegated
authority, declare the filing effective, it does not foreclose the
Commission from taking any action with respect to the filing;
* the action of the Commission or the staff, acting pursuant to
delegated authority, in declaring the filing effective, does not
relieve the company from its full responsibility for the adequacy
and
accuracy of the disclosure in the filing; and
* the company may not assert this action as defense in any
proceeding
initiated by the Commission or any person under the federal
securities laws of the United States.

	In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in connection with our review of
your
filing or in response to our comments on your filing.

      We will consider a written request for acceleration of the
effective date of the registration statement as a confirmation of
the
fact that those requesting acceleration are aware of their
respective
responsibilities under the Securities Act of 1933 and the
Securities
Exchange Act of 1934 as they relate to the proposed public
offering
of the securities specified in the above registration statement.
We
will act on the request and, pursuant to delegated authority,
grant
acceleration of the effective date.

      We direct your attention to Rules 460 and 461 regarding
requesting acceleration of a registration statement.  Please allow
adequate time after the filing of any amendment for further review
before submitting a request for acceleration.  Please provide this
request at least two business days in advance of the requested
effective date.

      Direct questions relating to all disclosure issues to Carrie
Darling, at (202) 551-3724 or, in her absence, to Timothy
Levenberg,
Special Counsel, at (202) 551-3707.   Direct all correspondence to
us
at the following address:  100 F St., NE, Washington, DC 20549,
Mail
Stop 7010.

							Sincerely,

							H. Roger Schwall
							Assistant Director

cc:	Stewart Muglich (604) 669-8803

      Timothy Levenberg
      Carrie Darling
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Mr. David M. Gandossi
Mercer International Regco Inc.
August 17, 2005
page 2

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