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


                                    FORM 8-K


                                 CURRENT REPORT
     PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934


         DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED):  MAY 8, 2003


                            MERCER INTERNATIONAL INC.
             (Exact name of Registrant as specified in its charter)


                                   WASHINGTON
         (State or other jurisdiction of incorporation or organization)


             000-9409                                    91-6087550
     (Commission File Number)               (I.R.S. Employer Identification No.)



          14900 INTERURBAN AVENUE SOUTH, SUITE 282, SEATTLE, WA  98168
                               (Address of Office)


                                 (206) 674-4639
              (Registrant's telephone number, including area code)


   ONE RENTON PLACE, 555 S. RENTON VILLAGE PLACE, SUITE 700, RENTON, WA  98055
                 (Former address, if changed since last report)



ITEM  5.     OTHER  EVENTS  AND  REGULATION  FD  DISCLOSURE

On May 8, 2003 Mercer International Inc. issued a press release pursuant to Rule
135c  under  the  Securities  Act  of  1933,  as  amended (the "Securities Act")
announcing  its  intention  to raise approximately $65 million through a private
offering  of  convertible  notes  or  equity  related securities in transactions
exempt  from  the  registration  requirements  of  the  Securities  Act.

The  press  release  is  attached  as  Exhibit  99.1  hereto.

ITEM  7.     FINANCIAL  STATEMENTS, PRO FORMA FINANCIAL STATEMENTS, AND EXHIBITS

(c)     Exhibits

EXHIBIT  NO.     DESCRIPTION
------------     -----------

    99.1         Press  Release  issued  by  Mercer  International  Inc.  on
                 May 8, 2003


                                   SIGNATURES

Pursuant  to  the  requirements  of  the  Securities  Exchange  Act of 1934, the
Registrant  has  duly  caused  this  report  to  be  signed on its behalf by the
undersigned  hereunto  duly  authorized.


                                        MERCER  INTERNATIONAL  INC.

                                        /s/  Maarten Reidel
                                        --------------------------------------
                                        Maarten Reidel
                                        Secretary


Date:     May  9,  2003



                                  EXHIBIT INDEX


EXHIBIT  NUMBER     DESCRIPTION
---------------     -----------

 99.1               Press  release  issued  by  Mercer  International Inc. on
                    May 8, 2003.