SCHEDULE 14A INFORMATION

PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934

                            (AMENDMENT NO. ________)

Filed  by  the  Registrant                            /X/
Filed  by  a  party  other  than  the  Registrant     / /

Check  the  appropriate  box:

/ /     Preliminary  Proxy  Statement
/ /     Confidential,  for  Use  of  the Commission Only (as permitted by Rule
        14a-6(e)(2))
/X/     Definitive  Proxy  Statement
/ /     Definitive  Additional  Materials
/ /     Soliciting  Material  Pursuant  to  Rule  14a-12


                            MERCER INTERNATIONAL INC.
                (Name of Registrant as Specified in its Charter)

Payment  of  Filing  Fee  (Check  the  appropriate  box):

/X/     No  fee  required.

/ /     Fee  computed  on  table  below per Exchange Act Rules 14a-6(i)(1) and
        0-11.

        (1)  Title  of  each  class  of securities to which transaction applies:

        (2)  Aggregate  number  of  securities  to  which  transaction  applies:

        (3)  Per  unit  price  or other underlying value of transaction computed
             pursuant  to  Exchange Act Rule 0-11 (set forth the amount on which
             the filing fee is  calculated  and  state  how  it was determined):

        (4)  Proposed  maximum  aggregate  value  of  transaction:

        (5)  Total  fee  paid:

/ /     Fee  paid  previously  with  preliminary  materials.

/ /     Check box if any part of the fee is offset as provided by Exchange Act
        Rule 0-11(a)(2)  and  identify the filing for which the offsetting fee
        was paid previously.  Identify  the  previous filing  by  registration
        statement number, or the  Form  or  Schedule  and  the  date  of  its
        filing.

        (1)  Amount  Previously  Paid:

        (2)  Form,  Schedule  or  Registration  Statement  No.:

        (3)  Filing  Party:

        (4)  Date  Filed:



                            MERCER INTERNATIONAL INC.

                    14900 INTERURBAN AVENUE SOUTH, SUITE 282
                               SEATTLE, WA  98168



                    NOTICE OF SPECIAL MEETING OF SHAREHOLDERS

To:     The  Shareholders  of  Mercer  International  Inc.

     NOTICE  IS  HEREBY  GIVEN  that a Special Meeting of Shareholders of Mercer
International  Inc.  (the  "Company")  will  be  held at 1000 - 925 West Georgia
Street,  Vancouver,  British Columbia, Canada at 10:00 a.m. (Vancouver time), on
October  3,  2003,  for  the  following  purposes:

1.     To  approve  the  issuance of up to 10,750,000 of the Company's shares of
       beneficial  interest  upon conversion of convertible notes proposed to be
       issued  by  the  Company  subject  to  adjustment  for  certain customary
       anti-dilution  matters  such  as  distributions  to  the  holders  of the
       Company's shares, subdivisions or combinations  of  the  Company's shares
       or  alterations  to  the Company's  share capital  as  described  in  the
       accompanying  proxy  statement;  and

2.     To  transact  such other business as may properly come before the meeting
       or  any  adjournment  thereof.

     The Board of Trustees has fixed the close of business on September 12, 2003
as the record date for the determination of shareholders entitled to vote at the
special  meeting  or  any  adjournment  thereof.

     A  proxy  statement  dated September 22, 2003 and a form of proxy accompany
this  Notice  of  Special  Meeting  of  Shareholders.

                                   BY  ORDER  OF  THE  BOARD  OF  TRUSTEES

                                   Jimmy  S.H.  Lee
                                   President

September  22,  2003

WE URGE YOU TO COMPLETE, SIGN, DATE AND RETURN IN THE ENCLOSED ENVELOPE THE FORM
OF  PROXY  THAT  ACCOMPANIES  THIS  NOTICE OF SPECIAL MEETING OF SHAREHOLDERS AS
PROMPTLY  AS POSSIBLE, WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING.  THIS WILL
ENSURE  THE PRESENCE OF A QUORUM AT THE SPECIAL MEETING.  A PROXY MAY BE REVOKED
IN  THE  MANNER  DESCRIBED  IN  THE  ACCOMPANYING  PROXY  STATEMENT.



                            MERCER INTERNATIONAL INC.

                                 PROXY STATEMENT

     This  statement  is  furnished  in  connection with the solicitation by the
management  of  Mercer  International Inc. (the "Company") of proxies for use at
the special meeting of shareholders of the Company to be held at 1000 - 925 West
Georgia  Street,  Vancouver,  British  Columbia, Canada at 10:00 a.m. (Vancouver
time),  on  October 3, 2003, or any adjournment thereof (the "Special Meeting").
If  a  proxy  in  the  accompanying  form  (a  "Proxy") is properly executed and
received  by the Company's proxy solicitor, Georgeson Shareholder Communications
Inc.,  17  State  Street,  10th  Floor, New York, NY 10004, prior to the Special
Meeting or any adjournment thereof, the Company's shares of beneficial interest,
$1.00  par  value  (the "Shares") represented by such Proxy will be voted in the
manner  directed.  In  the  absence  of  voting instructions, the Shares will be
voted  for the proposal set out in the accompanying Notice of Special Meeting of
Shareholders.  Due  to  the  short  solicitation  period,  we  recommend  that
shareholders  vote  by  telephone or the Internet, if available.  Please see the
Proxy  for  voting  instructions.

     A  Proxy  may  be  revoked at any time prior to its use by filing a written
Notice  of  Revocation  of Proxy or a later dated Proxy with the Company's proxy
solicitor,  Georgeson  Shareholder  Communications  Inc., at the address set out
above.  A  Proxy may also be revoked by attending the Special Meeting and voting
Shares in person.  Attendance at the Special Meeting will not, in and of itself,
constitute  revocation  of  a  Proxy.

     The  holders of one-third of the outstanding Shares entitled to vote at the
Special Meeting, present in person or represented by proxy, constitutes a quorum
for the Special Meeting.  Under applicable Washington state law, abstentions and
broker  non-votes  will be counted for the purposes of establishing a quorum for
the  Special  Meeting.

     Proxies  for  the  Special  Meeting  will  be  solicited primarily by mail.
Proxies  may  also  be solicited personally by the trustees, officers or regular
employees  of  the  Company  without  additional  compensation.  The Company may
reimburse  banks, broker-dealers or other nominees for their reasonable expenses
in  forwarding  the proxy materials for the Special Meeting to beneficial owners
of  Shares.  The  costs  of  this  solicitation  will  be  borne by the Company.

     This  proxy statement and accompanying Proxy will be mailed to shareholders
commencing  on  or about September 23, 2003.  The close of business on September
12,  2003  has  been  fixed  as  the  record  date  (the  "Record Date") for the
determination  of  shareholders entitled to notice of and to vote at the Special
Meeting  or  any  adjournment  thereof.

                      COMMONLY ASKED QUESTIONS AND ANSWERS

Q:     WHY  AM  I  RECEIVING  THIS  PROXY  STATEMENT  AND  PROXY?

A:     This  proxy  statement  describes  the  proposal  upon  which  you,  as a
       shareholder,  will vote.  It also gives you information on the  proposal,
       as well as  other  information so that you can make an informed decision.

Q:     WHAT  IS  THE  PROXY?

A:     The  Proxy enables you to appoint Jimmy S.H. Lee and William McCartney as
       your  representatives  at  the  Special  Meeting.  By  completing  and
       returning the Proxy,  you are authorizing  Mr. Lee  and Mr.  McCartney to
       vote your Shares at the meeting as you have instructed them on the Proxy.
       This  way  your  Shares  will  be voted  whether  or  not  you attend the
       meeting.  Even  if  you plan to attend the meeting,  it is a good idea to
       complete  and  return  your Proxy before the meeting date  just  in  case
       your  plans  change.

Q:     WHO  CAN  VOTE  AT  THE  SPECIAL  MEETING?

A:     Registered  shareholders  who own the Company's Shares on the Record Date
       may attend and vote at the Special Meeting. Each Share is entitled to one
       vote.  There were 16,874,899  Shares  outstanding  on  the  Record  Date.

                                        1



       If you  own your Shares through a brokerage account or in another nominee
       form, you must  provide  instructions  to the broker or nominee as to how
       your  Shares  should  be  voted.  Your  broker  or nominee will generally
       provide you with the appropriate forms at the time you receive this proxy
       statement. If you own your Shares through a brokerage account or nominee,
       you cannot vote in person at the Special  Meeting  unless  you  receive a
       proxy from the broker or the nominee.

Q:     WHAT  AM  I  VOTING  ON?

A:     We  are asking you to approve, in accordance with NASD Marketplace Rules,
       the  issuance  of  up to 10,750,000 Shares upon conversion of convertible
       senior subordinated notes  intended to be issued in a private offering by
       the  Company, subject  to  adjustment for certain customary anti-dilution
       matters as described herein.

Q:     HOW  DO  I  VOTE?

A:     You  may  vote  by  mail.

       Complete,  date,  sign  and  mail  the  Proxy  to  the  Company's  proxy
       solicitor, Georgeson Shareholder Communications  Inc.,  17 State Street,
       10th  Floor, New York,  NY  10004,  in  the  enclosed  postage  pre-paid
       envelope.  If  you  mark your voting  instructions  on  the  Proxy, your
       Shares will be voted as you instruct.  Due  to  the  short  solicitation
       period,  we  recommend  that  shareholders  vote  by  telephone  or  the
       Internet, if  available.  Please  see the Proxy for voting instructions.

       You  may  vote  in  person  at  the  meeting.

       If  you  attend  the  Special  Meeting,  you  may vote as instructed  at
       the meeting.  However, if  you hold your Shares in street name (that is,
       through a broker/dealer or other nominee), you will need to bring to the
       meeting a proxy  delivered  to  you  by  such  nominee  reflecting  your
       Share ownership as of the Record  Date.

Q:     WHAT  DOES  IT  MEAN  IF  I  RECEIVE  MORE  THAN  ONE  PROXY?

A:     It  means that you hold Shares in multiple accounts.  Please complete and
       return  all  proxies  to  ensure  that  all  your  Shares  are  voted.

Q:     WHAT  IF  I  CHANGE  MY  MIND  AFTER  RETURNING  MY  PROXY?

A:     You  may  revoke  your  Proxy  and  change  your  vote at any time before
       completion  of  voting  at  the  meeting.  You  may  do  this  by:

       *   sending  a  signed  Notice  of  Revocation of Proxy to the Company's
           proxy solicitor, Georgeson Shareholder  Communications  Inc., at the
           address set out above,  stating  that  the  Proxy  is  revoked; or

       *   signing  another  Proxy  with  a  later  date  and sending it to the
           Company's  proxy  solicitor,  Georgeson  Shareholder  Communications
           Inc.,  at  the  address  set out  above,  before  the  date  of  the
           meeting;  or

       *   voting  at  the  meeting.

       Your Proxy will not  be  revoked  if  you attend the meeting but do  not
       vote.

       If  you  own  your Shares through a broker or other nominee and wish  to
       change your vote,  you  must  send  those  instructions  to  your broker
       or  nominee.

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Q:     WILL  MY  SHARES  BE  VOTED  IF  I  DO  NOT  SIGN  AND  RETURN  MY PROXY?

A:     If your Shares are registered in your name, they will not be voted unless
       you  submit  your  Proxy,  or  vote  in  person  at the meeting.  If your
       Shares are held  in  street  name,  your  broker/dealer  or other nominee
       will not have the authority  to  vote  your  Shares  unless  you  provide
       instructions.

Q:     WHO  WILL  COUNT  THE  VOTES?

A:     Agents  of  the  Company  will tabulate the proxies.  Additionally, votes
       cast  by  shareholders voting in person at the meeting are tabulated by a
       person who  is  appointed  by  our  management  before  the  meeting.

Q:     HOW  MANY  SHARES  MUST  BE  PRESENT  TO  HOLD  THE  MEETING?

A:     To  hold  the  meeting  and  conduct  business, at least one-third of the
       outstanding  Shares  must  be  present  at the meeting.  This is called a
       quorum.

       Votes are counted  as  present  at  the  meeting if a shareholder either:

       *   is  present  and  votes  in  person  at  the  meeting;  or

       *   has  properly  submitted  a  Proxy.

Q:     HOW  MANY  VOTES ARE REQUIRED TO APPROVE THE PROPOSAL TO BE CONSIDERED AT
       THE  MEETING?

A:     The  affirmative vote of a majority of the Shares represented and voting,
       whether  in  person  or  by  proxy,  at the  meeting will  be required to
       approve  the  proposal  to  be  considered  at the meeting, in accordance
       with NASD Marketplace Rules.

Q:     HOW  ARE  VOTES  COUNTED?

A:     You  may  vote  "For",  or  "Against"  or "Abstain" on the proposal to be
       considered  at  the  meeting.

       If  you  abstain  from  voting,  your  vote  will  be  counted  for  the
       purposes of a quorum,  but  will  not  be  counted  as  a  vote  for  or
       against the proposal.

       If  you  sign  and  return  your Proxy without voting instructions, your
       Shares will be counted as  a  "For"  vote  in  favor  of  the  proposal.

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                                    PROPOSAL


               APPROVAL OF THE ISSUANCE OF SHARES UPON CONVERSION
                              OF CONVERTIBLE NOTES

PRIVATE  OFFERING

     On  September  12,  2003, the Company announced that it intends to effect a
private  offering  (the "Private Offering") of $75 million of convertible senior
subordinated  notes  (the  "Notes"),  subject  to,  among  other  things, market
conditions.   The Notes will be convertible at the option of the holder into our
Shares.  The Notes will be offered to qualified institutional buyers, as defined
in  Rule  144A  under  the  Securities  Act of 1933, as amended (the "Securities
Act"), and to certain non-U.S. persons in compliance with Regulation S under the
Securities Act, in transactions exempt from, or not subject to, the registration
requirements  of  the  Securities  Act.

     The  Notes and the Shares issuable upon conversion of the Notes will not be
registered  under  the  Securities  Act,  or  the  securities  laws of any other
jurisdiction.  However,  it  is  expected that the terms of the Private Offering
will require the Company to file within 90 days after the closing of the Private
Offering,  and  to  use  its  reasonable best efforts to have declared effective
within  180  days  after  closing  of the Private Offering, a shelf registration
statement  under  the  Securities Act to register the resale by investors of the
Notes  and  Shares issuable upon conversion of the Notes.  As a result, upon the
effectiveness of such shelf registration statement, the Shares issuable upon the
conversion  of  the  Notes  that  are so registered will be freely tradeable and
likely  affect  the  trading  market  for  our  Shares.

     Shareholders  are  being  asked  to  approve the proposed issuance of up to
10,750,000  Shares  upon  conversion  of  the  Notes,  subject to adjustment for
certain  customary  anti-dilution events such as distributions to the holders of
our  Shares,  subdivisions  or  combinations of our Shares or alterations to our
share  capital.  See  "Description  of  the  Notes".

     The terms of the Notes, including  the  principal  amount to be issued, the
interest  rate  and  the conversion price will be determined through negotiation
between  the  Company  and  the  initial purchaser(s) of the Notes.  Although we
intend  that  the amount of the Private Offering will be $75 million, the amount
of Notes issued may be changed by our board of trustees (the "Board") based upon
market,  pricing, demand, interest rates and other economic conditions but in no
event  will  the principal amount of the offering be increased by more than 10%.
Any  change  to  the principal amount of the Notes will not be known until at or
about  the  time  of  the  execution  of definitive agreements in respect of the
Private  Offering.  Notwithstanding  any  change  in the principal amount of the
Private  Offering  or  the  ultimate  determination of the conversion price, the
maximum  number of Shares issuable upon conversion of the Notes shall not exceed
10,750,000  as  proposed to be authorized by shareholders other than as a result
of  a  Share  Capital  Change  (as  hereinafter  defined).

     It is currently contemplated that the Private Offering will be completed as
soon  as  practicable  following  the Special Meeting but in any event within 45
days of the  date  of  the  Special  Meeting.

WHY  WE  NEED  SHAREHOLDER  APPROVAL

     The  Company's Shares are quoted on the Nasdaq National Market ("NNM"). The
NASD  Marketplace  Rules  governing  companies  quoted on the NNM permit them to
issue  in  each  separate  transaction (which is not integrated under the NASD's
interpretation  of  its rules) up to 20% of their outstanding common stock as at
the  date  of  the  transaction without shareholder approval.  However, the NASD
Marketplace  Rules  require  quoted companies to obtain shareholder approval for
the  sale, issuance or potential issuance of securities in a private offering of
common  stock, or securities convertible into common stock, at a price less than
the  greater  of  book or market value of such stock, if the issuance amounts to
20%  or more of the common stock or 20% or more of the voting power of a company
outstanding  before  the  issuance.  As  of  the  Record  Date,  the Company had
16,874,899  Shares issued and outstanding. The number of Shares that the Company
would be required to issue upon the conversion of the Notes will be in excess of
20%  of  the  Company's  issued  and  outstanding Shares and these Shares may be
issued  at  a  conversion price which is less than the book value of the Shares,
being E7.19  per  Share  as  of  June 30, 2003, the date of the Company's latest
quarterly

                                        4



financial  statements  (which  amounts  to  approximately  $8.27  per Share when
converted at the Euro to U.S. dollar exchange rate of 1.1502, being the exchange
rate  on  June  30,  2003 and $8.13 per Share when converted at the Euro to U.S.
dollar  exchange rate of 1.1307, being the exchange rate on September 12, 2003).

     In addition, the NASD Marketplace Rules require companies quoted on the NNM
to  obtain  shareholder  approval  in connection with the issuance of securities
that  could  result in a "change of control" of an issuer.  The NASD Marketplace
Rules  do  not  currently  define when a change of control may be deemed to have
occurred.  Further,  some  or  all of our principal shareholders (the "Principal
Shareholders")  as  set  out  under the caption "Voting Securities and Principal
Shareholders"  on  page  8  hereof  may,  at their sole election, purchase Notes
pursuant  to  the Private Offering.  Such purchases, if any, could result in the
NASD  determining  (under  its  interpretation  of  its  rules) that a change of
control  has  occurred  in respect of one or more of the Principal Shareholders.
Although the Company does not believe that the purchasers of the Notes (and thus
the  holders  of  Shares  upon  conversion  of  the  Notes) will be sufficiently
concentrated  to  constitute  a change of control of the Company, the Company is
seeking shareholder approval to ensure compliance with such rules (if the Nasdaq
Stock  Market were to determine such rules to be applicable), including, without
limitation,  with respect to a change of control involving one or more Principal
Shareholders,  as well as with the other rules for which shareholder approval is
or  may be required in connection with the issuance of Shares upon conversion of
the  Notes.  Such  shareholder  approval  will  not affect the interpretation or
application  of  our  shareholder  rights  agreement  dated  August 20, 1993, as
amended.

USE  OF  PROCEEDS

     The  Company  intends  to use the net proceeds from the Private Offering to
fully  repay  two bridge loans (the "Bridge Loans"), which, including principal,
fees  and accrued interest, aggregated approximately $61.4 million at August 29,
2003, and for general corporate purposes, including working capital.  The Bridge
Loans  in the principal amounts of E15 million and E30 million mature in October
2003  and April 2004, respectively, and were incurred in August 2002 to finance,
in  part,  the  Company's  contribution to the construction of a greenfield NBSK
pulp  mill  with  a  planned annual production capacity of approximately 552,000
tonnes  in  Stendal, Germany (the "Stendal Project").  Total investment costs in
connection  with  the  Stendal  Project  are  estimated to be approximately E1.0
billion,  of  which  approximately E828.0  million  is  provided under a project
finance  loan  agreement (the "Project Financing Agreement") entered into by the
Company's  63.6% owned subsidiary that is implementing the project with a German
bank.

     We  obtained  the E15  million  Bridge Loan from Babcock & Brown Investment
Management  Partners  LP ("Babcock & Brown") and the E30 million Bridge Loan was
arranged  by  a  Swiss banking affiliate of MFC Bancorp Ltd. ("MFC").  Babcock &
Brown  was our advisor in connection with the overall financing arrangements for
the  Stendal  Project.  MFC  was  our  former approximately 92% owned subsidiary
until  June 1996, when we spun-off approximately 83% of the issued shares of MFC
to  our  shareholders  by way of a special dividend-in-kind.  We currently hold,
directly  and  indirectly,  approximately  575,683  common  shares  of  MFC,
representing  approximately 4.4% of the outstanding common shares of MFC.  Jimmy
S.H.  Lee,  our  Chairman,  Chief  Executive  Officer  and  a  trustee,  is  a
non-executive  director  of  the  Swiss  banking  affiliate of MFC.  Ian Rigg, a
trustee  and  our former Chief Financial Officer, became a Vice President of MFC
in  August  2003.

     For  additional  information  relating  to the Bridge Loans and the Project
Financing  Agreement,  see  our  current  report  on  Form  8-K  filed  with the
Securities  and Exchange Commission ("SEC") on September 10, 2002 and our annual
report  on  Form  10-K.

DESCRIPTION  OF  THE  NOTES

     We  intend  to  issue  Notes  in  the  principal  amount of $75 million and
maturing  in  2010.  Depending  on  market,  pricing, demand, interest rates and
other  economic  conditions  at the time of the sale of the Notes, our Board may
change  the  principal  amount  of  the  Notes  issued  but in no event will the
principal  amount of the Notes be increased by more than 10%.  Any change to the
principal  amount  of  the Notes will not be known until at or about the time of
the  execution  of definitive agreements in respect of the Private Offering. Any
change in the principal amount of the Notes will not increase the maximum number
of  Shares  issuable  upon  conversion  of the Notes. Interest is expected to be
payable  on  the  Notes  from  the  closing  date  of  the  Private  Offering.

                                        5



     The  anticipated  terms  of the Notes are set forth below.  The final terms
are  subject to negotiations between the Company and the initial purchaser(s) of
the  Notes  and  may  vary significantly from the description herein.  Our Board
retains  the  discretion  to  negotiate  and settle the final terms of the Notes
provided that the maximum number of Shares issuable upon conversion of the Notes
shall  not  exceed  10,750,000,  other  than  an increase resulting from a Share
Capital  Change.

     The  Notes will be convertible, at the option of the holder, at any time on
or  prior  to  maturity,  unless  the  Notes  have  previously  been redeemed or
repurchased,  into  Shares.

     The  conversion price of the Notes will  be negotiated and established with
the  initial  purchaser(s) of the Notes at the time of the sale of the Notes but
will  not be less than the greater of: (i) the market price of the Shares on the
NNM  on the date of execution of definitive agreements in respect of the Private
Offering plus a premium (to be negotiated at the time) of not less than 10%; and
(ii)  $6.30  per  Share  (being  the  closing  price of our Shares on the NNM on
September  19,  2003,  the  last  trading  day  prior  to the date of this proxy
statement). In order to effect the Private Offering pursuant to Rule 144A of the
Securities Act, among other things, the conversion price of the Notes must be at
a premium of at least 10% to the market price of the Shares at the time of sale.
The  final  settlement  of the conversion price for the Notes will not result in
the  number of Shares issuable upon conversion of the Notes to exceed 10,750,000
Shares  as proposed to be authorized by shareholders other than as a result of a
Share  Capital  Change.

     The  conversion  price  of the Notes will be subject to adjustment upon the
occurrence  of  certain customary anti-dilution events such as: (i) the issuance
of  Shares  as a dividend or distribution on our Shares; (ii) the subdivision or
combination  of  our  outstanding  Shares;  (iii)  the  issuance  to  all  or
substantially  all holders of our Shares of certain rights or warrants entitling
them to subscribe for or purchase our Shares, or securities convertible into our
Shares;  (iv) the distribution to all or substantially all holders of our Shares
of shares of our capital stock, evidences of indebtedness (including convertible
or  exchangeable  indebtedness) or other non-cash assets, or rights or warrants;
(v)  the  dividend  or  distribution  to all or substantially all holders of our
Shares  of  all-cash  distributions;  and  (vi)  certain purchases of our Shares
pursuant  to  a  tender  offer  made  by  us  or any of our subsidiaries (herein
collectively  called  a  "Share  Capital  Change").

     In  the  event  of:

     *   any  reclassification  of  our  Shares;

     *   a consolidation, merger  or  combination  involving  the  Company;  or

     *   a  sale  or conveyance to another person of the property and assets of
         the Company  as  an  entirety  or  substantially  as  an  entirety;

in  which  holders of our outstanding Shares would be entitled to receive stock,
other  securities,  other  property, assets or cash for their Shares, holders of
Notes  will  generally  be entitled to convert their Notes into the same type of
consideration  received  by  holders of Shares immediately prior to one of these
types  of  events.

     No  adjustment in the conversion price of the Notes will be required unless
it would result in a change in the conversion price of at least one percent. Any
adjustment not made will be taken into account in subsequent adjustments. Except
as  stated  above,  we will not adjust the conversion price of the Notes for the
issuance  of  our  Shares or any securities convertible into or exchangeable for
our  Shares  or  the  right  to  purchase  our  Shares  or  such  convertible or
exchangeable  securities.

     The  Notes  are  expected  to  be  unsecured and subordinated to all of the
Company's  existing  and future senior indebtedness and effectively subordinated
to  all  existing and future indebtedness and other liabilities of the Company's
subsidiaries.  Neither  the  Company  nor  its  subsidiaries  are expected to be
restricted  from  paying  dividends  or issuing or repurchasing their securities
pursuant  to  the  terms  of  the  Notes.

                                        6



     The  Notes  are  expected  to be redeemable after five years in whole or in
part,  at the Company's option, at a price equal to the principal amount thereof
plus  accrued  and  unpaid  interest,  if  any, to the date of redemption.  Upon
certain  changes  in control, each holder of the Notes is expected to be able to
require  us  to  repurchase  some or all of its Notes 30 business days after the
occurrence  of  the change of control at a purchase price equal to the principal
amount  of  the  Notes  plus accrued and unpaid interest, if any, to the date of
purchase.  A  change of control is expected to be deemed to have occurred, among
other  things, if a person becomes, directly or indirectly, the beneficial owner
of  50%  or  more  of  the  total  voting power in the Company or has the power,
directly  or  indirectly,  to  elect  a  majority  of  the members of the Board.

     An  event of default in connection with the Company's obligations under the
Notes  is  expected  to  occur,  among other things, if the Company fails to pay
principal  and  interest  on  the  Notes  when  due  and  in  certain  events of
bankruptcy,  insolvency  or  reorganization  of  the  Company  or  any  of  its
significant subsidiaries.  The Company is expected to be able to amend the terms
of  the  Notes  with  the  consent  of  the  holders  of a majority in aggregate
principal  amount  of  the  outstanding  Notes, except in connection with, among
other  things,  a  change  in  principal,  interest,  maturity,  conversion  or
subordination  of  the  Notes,  which  is expected to require the consent of the
holder  of  each  outstanding  Note  affected  thereby.

VOTE  REQUIRED

     In  accordance  with  the NASD Marketplace Rules, the affirmative vote of a
majority of Shares represented and voting, whether in person or by proxy, at the
Special  Meeting  will  be  required to approve the issuance of up to 10,750,000
Shares  upon  conversion  of  the Notes to be issued under the Private Offering,
subject  to  adjustment  in  the  event  of  a  Share  Capital  Change.

EFFECT  OF  SHAREHOLDER  APPROVAL

     The  issuance  of  Shares  upon  conversion of the Notes will significantly
increase  the  number  of  Shares  outstanding,  have  a  dilutive effect on the
Company's  existing  shareholders  and  result in existing shareholders owning a
smaller percentage of the outstanding Shares.  As at the Record Date, there were
16,874,899  Shares  issued  and  outstanding.  Approval  by shareholders of this
proposal  at  the  Special  Meeting  will  authorize  the Company to issue up to
10,750,000  more  Shares  upon  conversion  of  the  Notes.

BOARD  RECOMMENDATION

     THE  BOARD  RECOMMENDS  THAT  SHAREHOLDERS  VOTE  "FOR" THE APPROVAL OF THE
ISSUANCE OF UP TO 10,750,000 SHARES UPON CONVERSION OF THE NOTES AS DESCRIBED IN
THIS  PROPOSAL.

     If approved, the Board will still retain the discretion not to proceed with
the  Private  Offering  if,  in  its  opinion, to do so would not be in the best
interests of the Company and to vary the principal amount of Notes to be issued,
as  it  so  determines.

NO  DISSENT  RIGHTS

     Under Washington state law, shareholders are not entitled to dissent rights
with  respect  to  this  proposal.

                                        7



                  VOTING SECURITIES AND PRINCIPAL SHAREHOLDERS

     There  were  16,874,899 Shares of the Company issued and outstanding on the
Record  Date.  Each  Share  is  entitled  to  one  vote  at the Special Meeting.

     The following table sets forth certain information regarding the beneficial
ownership  of  the  Company's  Shares  as of the Record Date by each shareholder
known  by  the  Company to own more than five percent of the outstanding Shares.
The  following  is  based solely upon statements made in filings with the SEC or
other  information  the  Company  believes  to  be  reliable.




NAME AND ADDRESS OF OWNER         NUMBER OF SHARES OWNED       PERCENTAGE OF OUTSTANDING SHARES
-------------------------         ----------------------       --------------------------------
                                                         
Greenlight Capital, L.L.C.(1)             2,517,500                           14.9%
420 Lexington Ave.
Suite 875
New York, NY 10170

Peter R. Kellogg                          2,305,260                           13.7%
120 Broadway, 6th Floor
New York, NY 10271

Cramer Rosenthal McGlynn                  1,729,700                           10.3%
707 Westchester Avenue
White Plains, NY 10604

Merrill Lynch & Co., Inc.                 1,596,700                            9.5%
4 World Financial Center
New York, NY 10080

Coghill Capital Management, LLC(2)          891,679                            5.3%
One North Wacker Drive
Suite 4725
Chicago, IL  60606



----------------
(1)  Filed jointly with Greenlight Capital, Inc. and David Einhorn.

(2)  Filed jointly with CCM Master Fund, Ltd. and Clint D. Coghill.

                                        8



                   SECURITY OWNERSHIP OF TRUSTEES AND OFFICERS

     The  following  table sets forth information regarding the ownership of the
Company's  Shares  as  of  the  Record  Date  by: (i) each trustee and executive
officer  of  the  Company;  and  (ii) all trustees and executive officers of the
Company as a group.  Unless otherwise indicated, each person has sole voting and
dispositive  power with respect to the Shares set forth opposite his name.  Each
person  has  indicated that he will vote all Shares owned by him in favor of the
proposal  to  be  considered  at  the  Special  Meeting.




                                                  NUMBER OF         PERCENTAGE OF
NAME OF OWNER                                    SHARES OWNED     OUTSTANDING SHARES
-------------                                    ------------     ------------------
                                                            
Jimmy S.H. Lee(1)                                 1,619,800                 8.8%

C.S. Moon(2)                                         29,000                   *

R. Ian Rigg(2)                                       60,000                   *

David M. Gandossi(3)                                100,000                   *

William McCartney                                         -                   -

Graeme Witts                                              -                   -

Kenneth A. Shields                                        -                   -

Guy W. Adams(4)(5)                                  325,000                 1.9%

Wolfram Ridder(2)                                    60,000                   *

Trustees and Officers as a Group (9 persons)(6)   2,193,800                11.5%



---------------
*     Less  than  1%.

(1)   Includes  presently exercisable stock options to acquire up to 1,585,000
      Shares.

(2)   Represents  presently  exercisable  stock  options.

(3)   In September 2003, the Company issued to Mr. Gandossi  options  to acquire
      up  to  100,000  of  our  Shares at a price of $5.65 per Share exercisable
      as  of  September  10, 2003  as  to  one-third  of the options granted and
      one-third on each of  September  10,  2004  and September 10, 2005.  These
      options have a ten-year term.

(4)   In  August  2003,  the  Company issued options  to  purchase up to 225,000
      Shares  to  GWA  Investments,  LLC  ("GWA"),  a  company  managed  by  Mr.
      Adams, exercisable  until  September  22,  2003  and  up to 100,000 Shares
      to  Mr. Adams exercisable  until  June 20, 2004, each at an exercise price
      of $4.53 per Share.

(5)   On  September 16, 2003,  the Company issued 225,000 Shares to GWA pursuant
      to  the  exercise  of  stock  options.

(6)   Includes  presently  exercisable  stock options to acquire up to 2,159,000
      Shares.


                      INDEPENDENT ACCOUNTANTS AND AUDITORS

     The  Company  appointed  Deloitte  &  Touche  LLP  as  the  Company's  new
independent  auditors in place of Peterson Sullivan PLLC effective July 14, 2003
and  the  appointment  was  ratified  by  shareholders  at the annual meeting of
shareholders  held  on  August  22,  2003.  Peterson  Sullivan PLLC examined the
consolidated  financial  statements  of  the  Company  for the fiscal year ended
December  31,  2002.  Representatives  of  Deloitte  &  Touche  LLP and Peterson
Sullivan  PLLC  are  not  expected  to  be  present  at  the  Special  Meeting.


                          FUTURE SHAREHOLDER PROPOSALS

     Any  proposal  which  a  shareholder  intends to present at the next annual
meeting  of  shareholders  of  the Company must be received by the Company on or
before  January  30,  2004.  A  shareholder  must  submit such a proposal to the
Company  for  inclusion in the proxy statement for the next annual shareholders'
meeting  on  or  before  April  16,  2004, or management will have discretionary
authority  to  vote  proxies  received for such meeting with respect to any such
proposal.


                                        9



                                  OTHER MATTERS

     The  Trustees  know  of  no  matters other than those set out in this proxy
statement  to  be brought before the Special Meeting.  If other matters properly
come before the Special Meeting, it is the intention of the proxyholders to vote
the  proxies received for the Special Meeting in accordance with their judgment.


                           INCORPORATION BY REFERENCE

     The  SEC  allows  us  to "incorporate by reference" the information we file
with  it.  This permits us to disclose important information to you by referring
you to those documents.  We incorporate by reference in this proxy statement the
following:

     *    Audited  Consolidated  Financial  Statements  for  the  year  ended
          December 31, 2002  set  out  in  the  Company's  Annual  Report  on
          Form  10-K  for  the  year ended December  31,  2002  (the  "Annual
          Report"),  including supplementary financial information;

     *    Management's  Discussion  and  Analysis  of Financial Condition and
          Results of Operations  set  out  under Item 7 of the Annual Report;

     *    Quantitative and  Qualitative Disclosures About Market Risk set out
          under Item  7A  of  the  Annual  Report;

     *    Quarterly  Report  on  Form  10-Q for the Six Months Ended June 30,
          2003; and

     *    Current  Reports  on  Form  8-K  filed with the SEC on May 13, 2003
          and July 17,  2003  and Current Report on Form 8-K/A filed with the
          SEC on August 7, 2003 and Current Report  on  Form  8-K  filed with
          the SEC on September 12, 2003.

     These  documents  have  been  filed  with  the SEC and are available to the
public  from  the SEC's web site at http://www.sec.gov. We will provide promptly
without  charge  to  you,  upon  written or oral request, a copy of any document
incorporated  by reference in this proxy statement, other than exhibits to these
documents  unless  the  exhibits  are  specifically incorporated by reference in
these  documents.  Requests  should  be  directed  as  follows:

                            Mercer International Inc.
                          14900 Interurban Avenue South
                                    Suite 282
                               Seattle, Washington
                                    USA 98168
                            Telephone: (206) 674-4639
                          Attention: Investor Relations

     Any  statement  contained  in  a  document  incorporated  or  deemed  to be
incorporated  by  reference  into  this  proxy  statement  will  be deemed to be
modified  or  superseded  for the purposes of this proxy statement to the extent
that  a  statement contained herein, or in any other subsequently filed document
which  also  is or is deemed to be incorporated by reference herein, modifies or
supersedes that statement. The modifying or superseding statement need not state
it has modified or superseded a prior statement or include any other information
set  forth  in  the  document  that  it  modifies or supersedes. The making of a
modifying or superseding statement is not an admission for any purposes that the
modified or superseded statement, when made, constituted a misrepresentation, an
untrue statement of a material fact or an omission to state a material fact that
is required to be stated or that is necessary to make a statement not misleading
in light of the circumstances in which it was made. Any statement so modified or
superseded  will  not  be  deemed,  except  as  so  modified  or  superseded, to
constitute  a  part  of  this  proxy  statement.

BY  ORDER  OF  THE  BOARD  OF  TRUSTEES

Date:  September  22,  2003

                                       10



                                      PROXY

                            MERCER INTERNATIONAL INC.
                           ("MERCER" OR THE "COMPANY")
                    14900 INTERURBAN AVENUE SOUTH, SUITE 282
                                SEATTLE, WA  98168


THIS  PROXY  IS SOLICITED ON BEHALF OF THE TRUSTEES OF MERCER INTERNATIONAL INC.

     The  undersigned  hereby  appoints  Jimmy  S.H. Lee, or failing him William
McCartney, as proxy, with the power of substitution, to represent and to vote as
designated  below all the shares of beneficial interest of Mercer held of record
by  the undersigned on September 12, 2003 at the Special Meeting of Shareholders
to  be  held  on  October  3,  2003,  or  any  adjournment  thereof.

1.     Approval  of  the  issuance of up to 10,750,000 shares upon conversion of
       convertible  notes  proposed  to  be  issued  by  the  Company subject to
       adjustment  for  certain  customary  anti-dilution  matters  such  as
       distributions  of the Company's shares,  subdivisions  or combinations of
       the  Company's  shares  or alterations to the  Company's share capital as
       described in the Company's proxy statement dated September  22,  2003.

       FOR     [ ]        AGAINST     [ ]        ABSTAIN     [ ]


2.     In  his discretion, the proxyholder is authorized to vote upon such other
       business  as  may  properly  come  before  the  meeting.

     This  Proxy  when  properly  executed  will be voted in the manner directed
herein by the undersigned shareholder.  IF NO DIRECTION IS MADE, THIS PROXY WILL
BE  VOTED  FOR  EACH OF THE MATTERS TO BE VOTED UPON OR RATIFIED AT THE MEETING.

     Please  sign  exactly  as  name appears on your share certificate(s).  When
shares  are  held by joint tenants, both should sign.  When signing as attorney,
executor,  administrator,  trustee  or guardian, please give full title as such.
If  a  corporation,  please  sign  in  full corporate name by President or other
authorized  officer.  If  a  partnership,  please  sign  in  partnership name by
authorized  person.

DATED:                       ,  2003.
       ----------------------


                                                -------------------------------
                                                Signature

                                                -------------------------------
                                                Print  Name

                                                -------------------------------
                                                Signature,  if  jointly  held

                                                -------------------------------
                                                Print  Name

                                                -------------------------------
                                                Number  of  shares  held

     PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY PROMPTLY USING THE ENCLOSED
                   ENVELOPE OR BY FACSIMILE TO (212) 440-9009.