<DOCUMENT>
<TYPE>DEFA14A
<SEQUENCE>1
<FILENAME>doc1.txt
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                            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))
/   /     Definitive  Proxy  Statement
/ X /     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:

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                                [GRAPHIC OMITED]

                            MERCER INTERNATIONAL INC.


June  9,  2004


Dear  Shareholders  of  Mercer  International  Inc.:

At  our  2004  annual  meeting to be held on June 14, 2004, you will be asked to
approve  a  new 2004 Stock Incentive Plan which has been adopted by our board of
trustees.  A  copy of the plan is set out as an appendix to our definitive proxy
statement relating to the meeting, which has been delivered to our shareholders.
The  company  has  made a minor amendment to section 7(j) of the plan to clarify
the  scope  of  any  modifications  to  options  granted under the plan.  At the
meeting,  we  will  be  asking  shareholders  to  approve  the  plan in the form
delivered  to shareholders with this minor amendment.  The following is the text
of  section  7(j)  of  the  plan  as  amended:

"(j)   MODIFICATION,  EXTENSION AND RENEWAL OF OPTIONS. Within the limitations
of the Plan, including the provisions of section 7(c) of the Plan, the Committee
may  modify, extend or renew outstanding Options. The foregoing notwithstanding,
no  modification  of  an  Option  shall,  without  the  consent of the Optionee,
materially  adversely  affect his or her rights or obligations under such Option
or reduce the Exercise Price of any Options below the Exercise Price on the date
of  grant  other  than  for  adjustments  resulting  from  subdivisions  or
consolidations  of  Shares,  dividends  payable  in  Stock,  recapitalizations,
spin-offs  or  similar  occurrences  as  provided  for in section 10(a) hereof."

A  copy  of  the plan containing the amendment described above will be available
for  inspection  by  shareholders  at  the  meeting.

Yours  truly,

MERCER  INTERNATIONAL  INC.

/s/ David M. Gandossi

David  M.  Gandossi
Secretary


          14900 Interurban Avenue South, Suite 282, Seattle, WA 98168
                            Telephone: (206) 674-4639


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