As filed with the Securities and Exchange Commission on October 21, 1997.
                                                   Registration No. 33-________

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

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

        Washington                                       91-6087550
(State or other jurisdiction of                        (I.R.S. Employer
incorporation or organization)                      Identification Number)

                              Brandschenke Str. 64
                           Zurich, Switzerland CH 8002
              (Address of principal executive officers) (Zip Code)

            AMENDED AND RESTATED 1992 NON-QUALIFIED STOCK OPTION PLAN
                            (Full title of the Plans)

                                 David R. Wilson
                            Foster Pepper & Shefelman PLLC
                          Suite 3400, 1111 Third Avenue
                            Seattle, Washington 98101
                                 (206) 447-4400
                      (Name, address and telephone number,
                   including area code, of agent for service)

Approximate  date of commencement of proposed reoffer or resale to the public by
affiliates  of the  registrant:  as soon as is  practicable  after filing of the
Registration Statement.
<TABLE>
<CAPTION>
                                          CALCULATION OF REGISTRATION FEE
--------------------------------------------------------------------------------------------------------------------------------
            Title of                      Amount            Proposed Maximum          Proposed Maximum          Amount of
           Securities                     to be              Offering Price          Aggregate Offering        Registration
        to be Registered              Registered(1)           Per Share(2)                Price(2)              Fee(2)(3)
        <S>                           <C>                        <C>                     <C>                      <C>

        Common shares of              635,000 shares             $ 8.50                  $5,397,500               $1,636
      beneficial interest,            265,000 shares             $12.16                  $3,222,400               $ 977
                                                                                         ----------               -----
         $1.00 par value                                                                 $8,619,900               $2,613
--------------------------------------------------------------------------------------------------------------------------------

     (1) Pursuant to Rule 457(h) of the  Securities Act of 1933, as amended (the
"Securities  Act"),  the amount of shares to be registered is the maximum amount
of shares issuable herein. See Note 3 to this table.

     (2)  Pursuant to Rules 457(c) and (h) of the  Securities  Act, the proposed
maximum offering price per common share of beneficial  interest ("Common Stock")
subject to options  has been  calculated  on the basis of the  average  exercise
price of  outstanding  options and on the basis of the price per share of Common
Stock not subject to options.  As of October 20, 1997,  options had been granted
to purchase  635,000 of the shares of Common Stock set forth in the table above,
pursuant to the Plan,  with an  aggregate  average  exercise  price of $8.50 per
share.  As of October 20, 1997,  there were  265,000  shares of Common Stock not
subject to  options  and  available  for grant  under the Plan,  with a proposed
maximum offering price of $12.16 per share, which is the average of the high and
low  prices for one share of Common  Stock as  reported  by the NASDAQ  National
Market System on October 14, 1997. The 900,000 shares of Common Stock  reflected
in the above table are in addition to 1,100,000  shares of Common Stock  subject
to  options  granted  under the Plan,  which  were  registered  on  Registration
Statement No. 33-90026. See Note 3 to this table.

     (3) Pursuant to General Instruction E to Form S-8 under the Securities Act,
the prospectus  filed as part of this  Registration  Statement will be used as a
combined   prospectus  in  connection  with  this  Registration   Statement  and
Registration  Statement No. 33-90026.  An aggregate of 1,100,000 shares is being
carried  forward from  Registration  Statement  No.  33-90026 for which a fee of
$5,069 previously was paid.

</TABLE>

<PAGE>



                                   PROSPECTUS

                            MERCER INTERNATIONAL INC.
                              Brandschenke Str. 64
                           Zurich, Switzerland CH 8002
                                 41 (1) 201 7710

                 2,000,000 Common Shares of Beneficial Interest
                           ($1.00 par value per share)



       This  Prospectus  relates to an  unspecified  number of common  shares of
beneficial  interest,  $1.00 par value ("Common Stock") of Mercer  International
Inc.  (the  "Company"),  and is to be used in  connection  with the  reoffer and
resale  of shares  of  Common  Stock  (the  "Shares")  issuable  to the  selling
shareholders   of  the  Company   listed  at  the  section   entitled   "Selling
Shareholders"  herein  (the  "Selling  Shareholders")  upon  exercise of options
issued,  or which may be issued,  under the Company's  Amended and Restated 1992
Non-  Qualified  Stock Option Plan (the  "Plan").  The Shares may be sold in the
market (The Nasdaq Stock  Market's  National  Market  System  ("NASDAQ"))  or in
privately  negotiated  transactions  from  time to time.  The  Company  will not
receive any proceeds from the sale of Shares registered hereby.

       The Company's Common Stock trades on NASDAQ. The last reported sale price
of a share of Common Stock on NASDAQ on October 17, 1997 was $12.00.


       THESE  SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
       AND EXCHANGE  COMMISSION NOR HAS THE COMMISSION  PASSED UPON THE ACCURACY
       OR ADEQUACY OF THIS PROSPECTUS.  ANY  REPRESENTATION TO THE CONTRARY IS A
       CRIMINAL OFFENSE.

       The offer and sale of the Shares will be made in accordance with the plan
of distribution  described in this Prospectus.  See "Plan of Distribution."  The
Selling  Shareholders  reserve the sole right to accept and,  together  with its
agents from time to time, to reject,  in whole or in part, any proposed purchase
of Shares to be made  directly  or  through  agents.  The  Company  will pay all
expenses  of the  offering,  other than  selling  commissions  to or expenses of
brokers or dealers retained by the Selling  Shareholders,  which commissions and
expenses will be paid by the Selling Shareholders.

                The date of this Prospectus is October 21, 1997.


<PAGE>



         If an agent of any Selling  Shareholder  or a dealer is involved in the
sale of the Shares in respect of which this Prospectus is being  delivered,  the
net  proceeds to the Selling  Shareholders  from such sale will be the  purchase
price of such Shares less such commission in the case of an agent,  the purchase
price of such  Shares in the case of a dealer,  and less,  in each  case,  other
attributable   issuance   expenses.   The  aggregate  proceeds  to  the  Selling
Shareholders  from all the Shares will be the purchase price of Shares sold less
the  aggregate of agents'  commissions  and  underwriters'  discounts  and other
expenses of issuance and  distribution.  See "Plan of Distribution" for possible
indemnification arrangements for the agents, dealers and underwriters.

         No person has been  authorized to give any  information  or to make any
representation  not  contained  in this  Prospectus.  If  given  or  made,  such
information or representation  must not be relied upon as having been authorized
by the Company or the Selling Shareholders.  This Prospectus does not constitute
an offer to sell or the  solicitation  of an offer to buy any  securities  other
than the Common Stock  offered by this  Prospectus,  nor does it  constitute  an
offer to any person in any  jurisdiction  in which  such  offer or  solicitation
would be  unlawful.  Neither the delivery of this  Prospectus  nor any sale made
hereunder  shall,  under any  circumstances,  create  any  implication  that the
information  contained  herein is correct as of any time  subsequent to the date
hereof.

                                TABLE OF CONTENTS

                                 Page                              Page
Available Information               2        Use of Proceeds         3
Incorporation of Certain            3        Selling Shareholders    4
  Documents by Reference                     Plan of Distribution    4

                              AVAILABLE INFORMATION

         The  Company  is  subject  to  the  informational  requirements  of the
Securities  Exchange  Act of 1934,  as  amended  (the  "Exchange  Act"),  and in
accordance therewith files reports,  proxy statements and other information with
the Securities and Exchange  Commission (the "Commission").  The reports,  proxy
statements and other information filed by the Company with the Commission can be
inspected  and  copied at the  public  reference  facilities  maintained  by the
Commission at Room 1024, 450 Fifth Street, N.W., Washington,  D.C. 20549, and at
the Commission's  Regional Offices at Seven World Trade Center (13th Floor), New
York, New York 10048 and 500 West Madison Street, Suite 1400, Chicago,  Illinois
60661,  and copies of such  material can be obtained  from the Public  Reference
Section of the Commission,  450 Fifth Street,  N.W.,  Washington,  D.C. 20549 at
prescribed  rates.  The Commission  maintains a Web site that contains  reports,
proxy and information  statements and other information  regarding  registrants,
like the Company,  that file electronically with the Commission at the following
address: http://www.sec.gov. In addition, the Common Stock trades on NASDAQ, and
material  filed by the Company can be  inspected  at the offices of the National
Association of Securities Dealers,  Inc., Report Section,  1735 K Street,  N.W.,
Washington, D.C. 20006.


                                        2

<PAGE>



         This Prospectus constitutes a part of a Registration Statement filed by
the Company with the  Commission  under the  Securities Act of 1933, as amended.
This  Prospectus  omits  certain  information  contained  in  that  Registration
Statement,  and reference is hereby made to that Registration  Statement and the
exhibits filed therewith for further information with respect to the Company and
the Common Stock offered hereby. Any statements  contained herein concerning the
provisions of any document are not necessarily complete,  and, in each instance,
reference  is made to the  copy of such  document  filed  as an  exhibit  to the
Registration  Statement  or  otherwise  filed  with the  Commission.  Each  such
statement is qualified in its entirety by such reference.

                 INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

     The  following  documents  filed by the  Company  with the  Securities  and
Exchange  Commission (the  "Commission")  are  incorporated by reference in this
Registration Statement.

     (1) The Company's  Annual  Report on Form 10-K for the year ended  December
31, 1991, which contains the Company's Declaration of Trust, as amended.

     (2) The Company's  Annual  Report on Form 10-K for the year ended  December
31, 1996.

     (3) The  Company's  Quarterly  Reports on Form 10-Q for the  periods  ended
March 31, 1997 and June 30, 1997.

     (4) The Company's  definitive  Proxy  Statement on Schedule 14A filed April
30, 1997.

     All documents subsequently filed by the Company pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective
amendment  which  indicates that all securities  offered have been sold or which
deregisters  all  securities  then  remaining  unsold,  shall  be  deemed  to be
incorporated by reference in this  Registration  Statement and to be part hereof
from the date of filing of such documents.

     The Company will provide  without charge to any person to whom a Prospectus
is delivered, on written or oral request of such person, a copy of any or all of
the foregoing documents incorporated herein by reference (other than exhibits to
such documents). Requests should be directed to:

                                Mr. Rene Randall
                            Mercer International Inc.
                              Brandschenke Str. 64
                           Zurich, Switzerland CH 8002
                                 41 (1) 201 7710

                                 USE OF PROCEEDS

         The Company will not receive any proceeds from the sale of Common Stock
by the Selling Shareholders.


                                        3

<PAGE>



                              SELLING SHAREHOLDERS

         The  Selling  Shareholders  under  this  Prospectus  are  Trustees  and
executive  officers of the Company who may be deemed  affiliates of the Company.
The names of the  Selling  Shareholders  and the amount of Shares  which will be
sold  hereunder  will be  provided  at a  later  date  by a  supplement  to this
Prospectus.

                              PLAN OF DISTRIBUTION

         The Selling Shareholders (or their pledgees,  donees,  transferees,  or
other successors in interest) from time to time may sell all or a portion of the
Shares "at the market" to or through a marketmaker  or into an existing  trading
market, in private sales, including direct sales to purchasers,  or otherwise at
prevailing  market prices or at  negotiated or fixed prices.  By way of example,
and  not by way of  limitation,  the  Shares  may be  sold by one or more of the
following  methods:  (a) a block  trade in which the broker or dealer so engaged
will  attempt to sell the Shares as agent but may  purchase and resell a portion
of the block as principal to  facilitate  the  transaction;  (b)  purchases by a
broker or dealer  as  principal  and  resale  by such  broker or dealer  for its
account pursuant to this Prospectus;  (c) an exchange distribution in accordance
with the rules of such exchange;  and (d) ordinary  brokerage  transactions  and
transactions  in which the  broker  solicits  purchasers.  In  effecting  sales,
brokers or  dealers  engaged by the  seller  may  arrange  for other  brokers or
dealers to participate. Brokers or dealers will receive commissions or discounts
from the seller in amounts to be negotiated  immediately prior to the sale. Such
brokers or dealers and any other participating  brokers or dealers may be deemed
to be  "underwriters"  within the  meaning  of the  Securities  Act of 1933,  as
amended  ("Securities  Act"), in connection  with such sales.  In addition,  any
securities  covered by this  Prospectus  which qualify for sale pursuant to Rule
144 under the  Securities Act may be sold under Rule 144 rather than pursuant to
this Prospectus.

         The Selling  Shareholders  may agree to indemnify any agent,  dealer or
broker-dealer  that  participates in transactions  involving sales of the Shares
against certain liabilities,  including liabilities arising under the Securities
Act. Any  commissions  paid or any discounts or concessions  allowed to any such
broker-dealer which purchases Shares as principal or any profits received on the
resale of such Shares may be deemed to be underwriting discounts and commissions
under the Securities Act.

         In order to comply with certain state  securities  laws, if applicable,
the Common Stock will not be sold in a particular  state unless the Common Stock
has been  registered  or qualified  for sale in such state or an exemption  from
registration or qualification is available and is complied with.

         The  Common  Stock   offered   hereby  will  be  sold  by  the  Selling
Shareholders  acting as  principals  for their own  account.  The  Company  will
receive none of the proceeds from such sales.



                                        4

<PAGE>



                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

         In accordance  with the  instructional  Note to Part I of Form S-8, the
information  specified  in  Part I of  Form  S-8  has  been  omitted  from  this
Registration  Statement  on Form S-8 for  offers  and sales of common  shares of
beneficial  interest,  $1.00 par value ("Common Stock") of Mercer  International
Inc.  (the  "Company")  pursuant  to the  Company's  Amended and  Restated  1992
Non-Qualified Stock Option Plan (the "Plan").


                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


Item 3.  Incorporation of Documents by Reference.

         The following  documents  filed by the Company with the  Securities and
Exchange  Commission (the  "Commission")  are  incorporated by reference in this
Registration Statement.

         (1)      The  Company's  Annual  Report on Form 10-K for the year ended
                  December 31, 1991, which contains the Company's Declaration of
                  Trust, as amended.

         (2)      The Company's Annual Report on Form 10-K for the year ended
                  December 31, 1996.

         (3)      The Company's Quarterly Reports on Form 10-Q for the periods
                  ended March 31, 1997 and June 30, 1997.

         (4)      The Company's definitive Proxy Statement on Schedule 14A
                  filed April 30, 1997.

         All documents  subsequently  filed by the Company  pursuant to Sections
13(a),  13(c),  14 and  15(d) of the  Exchange  Act,  prior to the  filing  of a
post-effective  amendment which indicates that all securities  offered have been
sold or which deregisters all securities then remaining unsold,  shall be deemed
to be  incorporated by reference in this  Registration  Statement and to be part
hereof from the date of filing of such documents.


Item 4.  Description of Securities.

         Not applicable.


Item 5.  Interests of Named Experts and Counsel.

         No  expert  or  counsel  named in the  Registration  Statement  has any
substantial interest in the securities of the Company.


                                      II-1

<PAGE>




Item 6.  Indemnification of Directors and Officers.

         Section 6.1 of the Company's Declaration of Trust provides as follows:

         No Trustee,  officer or agent of the Trust shall be liable to the Trust
         or to any  Trustee  for  any  act or  omission  of any  other  Trustee,
         Shareholder,  officer  or agent of the  Trust or to be to any  personal
         liability  whatsoever in tort, contract or otherwise in connection with
         the affairs of this Trust except only that arising from his own willful
         misfeasance,  bad faith,  gross  negligence,  or reckless  disregard of
         duty.

         Section 6.4 of the Company's Declaration of Trust provides as follows:

         Any person made a party to any action,  suit or proceeding,  or against
         whom a claim or  liability  is  asserted by reason of the fact that he,
         his testator or intestate was or is a Trustee,  officer or agent of the
         Trust or active in such  capacity  on  behalf  of the  Trust,  shall be
         indemnified  and held harmless by the Trust against  judgments,  fines,
         amounts paid on account  thereof  (whether in  settlement or otherwise)
         and  reasonable  expenses,  including  attorneys'  fees,  actually  and
         reasonably  incurred  by him in  connection  with the  defense  of such
         action, suit,  proceeding,  claim or alleged liability or in connection
         with any appeal  therein,  whether or not the same proceeds to judgment
         or is settled or otherwise brought to a conclusion;  provided, however,
         that no such  Person  shall be so  indemnified  or  reimbursed  for any
         claim,  obligation  or  liability  which  arose  out of the  Trustee's,
         officer's or agent's willful  misfeasance,  bad faith, gross negligence
         or reckless  disregard of duty; and provided further,  that such Person
         gives prompt notice  thereof,  executes  such  documents and takes such
         action as will permit the Trust to conduct  the  defense or  settlement
         thereof and cooperates  therein.  In the event of a settlement approved
         by the Trustees of any such claim,  alleged liability,  action, suit or
         proceeding,  indemnification and reimbursement shall be provided except
         as to such matters covered by the settlement which the Trust is advised
         by its counsel arose from the Trustee's,  officer's or agent's  willful
         misfeasance,  bad faith,  gross  negligence,  or reckless  disregard of
         duty.  Such  rights  of  indemnification  and  reimbursement  shall  be
         satisfied  only out of the Trust  Estate.  The rights  accruing  to any
         Person  under  these  provisions  shall not  include any other right to
         which he may be lawfully entitled,  nor shall anything contained herein
         restrict the right of the Trust to  indemnify or reimburse  such Person
         in any proper case even though not  specifically  provided  for herein,
         nor shall anything contained herein restrict such right of a Trustee to
         contribution as may be available under applicable law.


Item 7.  Exemption from Registration Claimed.

         Not applicable.


Item 8.  Exhibits.

         4.1      Amended and  Restated  1992  Non-Qualified  Stock  Option Plan
                  (Incorporated  by reference from Exhibit 10.1 to the Company's
                  Form 10-Q for the quarter ended June 30, 1997.)

         5        Opinion of Foster Pepper & Shefelman PLLC


                                      II-2

<PAGE>



         23.1     Consent of Foster Pepper & Shefelman PLLC (included as part
                  of their Opinion listed as Exhibit 5)

         23.2     Consent of Peterson Sullivan & Co.

         24       Power of Attorney (included on the signature page hereof)

Item 9.  Undertakings.

         (a)      The undersigned Company hereby undertakes:

                  (1)      To file,  during any period in which  offers or sales
                           are being made,  a  post-effective  amendment to this
                           Registration Statement:

                           (i)      To include any prospectus required by
                                    section 10(a)(3) of Securities Act;

                           (ii)     To  reflect in the  prospectus  any facts or
                                    events  arising after the effective  date of
                                    the  Registration  Statement  (or  the  most
                                    recent  post-effective   amendment  thereof)
                                    which,  individually  or in  the  aggregate,
                                    represent  a   fundamental   change  in  the
                                    information  set  forth in the  Registration
                                    Statement;

                           (iii)    To include  any  material  information  with
                                    respect  to the  plan  of  distribution  not
                                    previously  disclosed  in  the  Registration
                                    Statement  or any  material  change  to such
                                    information in the Registration Statement;

                                    Provided, however, that paragraphs (a)(1)(i)
                                    and   (a)(1)(ii)   do  not   apply   if  the
                                    information  required  to be  included  in a
                                    post-effective amendment by those paragraphs
                                    is  contained in periodic  reports  filed by
                                    the  registrant  pursuant  to  Section 13 or
                                    Section  15(d) of the  Exchange Act that are
                                    incorporated    by    reference    in   this
                                    Registration Statement.

                  (2)      That,  for the purpose of  determining  any liability
                           under the  Securities  Act, each such  post-effective
                           amendment  shall be deemed  to be a new  registration
                           statement relating to the securities offered therein,
                           and the  offering  of such  securities  at that  time
                           shall be deemed to be the initial bona fide  offering
                           thereof.

                  (3)      To   remove   from   registration   by   means  of  a
                           post-effective  amendment any of the securities being
                           registered  which remain unsold at the termination of
                           the offering.

         (b) The  undersigned  Company hereby  undertakes  that, for purposes of
determining any liability under the Securities Act, each filing of the Company's
annual  report  pursuant to Section  13(a) or 15(d) of the  Exchange Act that is
incorporated by reference in this Registration Statement shall be deemed to be a
new registration  statement relating to the securities offered therein,  and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

         (c)  Insofar  as  indemnification  for  liabilities  arising  under the
Securities Act may be permitted to directors,  officers and controlling  persons
of the Company pursuant to the foregoing provisions,  or otherwise,  the Company
has been advised that in the opinion of the Securities and Exchange Commission

                                      II-3

<PAGE>



such indemnification is against public policy as expressed in the Securities Act
and is, therefore,  unenforceable. In the event that a claim for indemnification
against such  liabilities  (other than the payment by the registrant of expenses
incurred or paid by a director,  officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director,  officer or controlling person in connection with the securities being
registered,  the Company  will,  unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy as  expressed  in the  Securities  Act and will be  governed by the final
adjudication of such issue.



                                      II-4

<PAGE>



                                   SIGNATURES

         Pursuant  to the  requirements  of the  Securities  Act  of  1933,  the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration
statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the city of Zurich, Switzerland on September 4, 1997.

                                            MERCER INTERNATIONAL INC.

                                            By:  /s/ Jimmy S.H. Lee
                                                 Jimmy S.H. Lee
                                                 President

                                POWER OF ATTORNEY

         Each person whose individual  signature appears below hereby authorizes
Jimmy S.H. Lee or Maarten Reidel, or any of them, as attorneys-in-fact with full
power of  substitution,  to  execute  in the name and on behalf of each  person,
individually  and in  each  capacity  stated  below,  and to  file,  any and all
amendments to this Registration Statement,  including any and all post-effective
amendments.

         Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
registration  statement  has  been  signed  by  the  following  persons  in  the
capacities and on the dates indicated.



/s/ Jimmy S.H. Lee                                            September 4, 1997
-----------------------------------------
Jimmy S.H. Lee
President and Trustee
(Chief Executive Officer)



/s/ Maarten Reidel                                            September 4, 1997
-----------------------------------------
Maarten Reidel
Chief Financial Officer and Trustee
(Chief financial officer and principal
accounting officer)



/s/ Michel Arnulphy                                           September 4, 1997
-----------------------------------------
Michel Arnulphy
Trustee



/s/ C.S. Moon                                                 September 4, 1997
-----------------------------------------
C.S. Moon
Trustee

                                      II-5

<PAGE>


                                INDEX TO EXHIBITS

Exhibit  Description                                                    Page


4.1      Amended and Restated 1992 Non-Qualified Stock Option Plan
         (Incorporated by  reference  from  Exhibit  10.1 to the
         Company's  Form 10-Q for the quarter ended June 30, 1997.)

5        Opinion of Foster Pepper & Shefelman PLLC

23.1     Consent of Foster Pepper & Shefelman PLLC (included
         as part of their Opinion listed as Exhibit 5)

23.2     Consent of Peterson Sullivan & Co.

24       Power of Attorney (included on the signature page hereof)

                                      II-6

<PAGE>
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{"company-data": {"conformed-name": "MERCER INTERNATIONAL INC", "cik": "0000075659", "assigned-sic": "2621", "irs-number": "916087550", "state-of-incorporation": "WA", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-38317", "film-number": "97698496"}, "business-address": {"street1": "BRNDSCHENKE STR 64", "city": "ZURICH SWITZERLAND C", "state": "V6", "phone": "4112017710"}}
As filed with the Securities and Exchange Commission on October 21, 1997.
                                                   Registration No. 33-________

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

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

        Washington                                       91-6087550
(State or other jurisdiction of                        (I.R.S. Employer
incorporation or organization)                      Identification Number)

                              Brandschenke Str. 64
                           Zurich, Switzerland CH 8002
              (Address of principal executive officers) (Zip Code)

            AMENDED AND RESTATED 1992 NON-QUALIFIED STOCK OPTION PLAN
                            (Full title of the Plans)

                                 David R. Wilson
                            Foster Pepper & Shefelman PLLC
                          Suite 3400, 1111 Third Avenue
                            Seattle, Washington 98101
                                 (206) 447-4400
                      (Name, address and telephone number,
                   including area code, of agent for service)

Approximate  date of commencement of proposed reoffer or resale to the public by
affiliates  of the  registrant:  as soon as is  practicable  after filing of the
Registration Statement.
CALCULATION OF REGISTRATION FEE
--------------------------------------------------------------------------------------------------------------------------------
            Title of                      Amount            Proposed Maximum          Proposed Maximum          Amount of
           Securities                     to be              Offering Price          Aggregate Offering        Registration
        to be Registered              Registered(1)           Per Share(2)                Price(2)              Fee(2)(3)
Common shares of              635,000 shares             $ 8.50                  $5,397,500               $1,636
      beneficial interest,            265,000 shares             $12.16                  $3,222,400               $ 977
                                                                                         ----------               -----
         $1.00 par value                                                                 $8,619,900               $2,613
--------------------------------------------------------------------------------------------------------------------------------

     (1) Pursuant to Rule 457(h) of the  Securities Act of 1933, as amended (the
"Securities  Act"),  the amount of shares to be registered is the maximum amount
of shares issuable herein. See Note 3 to this table.

     (2)  Pursuant to Rules 457(c) and (h) of the  Securities  Act, the proposed
maximum offering price per common share of beneficial  interest ("Common Stock")
subject to options  has been  calculated  on the basis of the  average  exercise
price of  outstanding  options and on the basis of the price per share of Common
Stock not subject to options.  As of October 20, 1997,  options had been granted
to purchase  635,000 of the shares of Common Stock set forth in the table above,
pursuant to the Plan,  with an  aggregate  average  exercise  price of $8.50 per
share.  As of October 20, 1997,  there were  265,000  shares of Common Stock not
subject to  options  and  available  for grant  under the Plan,  with a proposed
maximum offering price of $12.16 per share, which is the average of the high and
low  prices for one share of Common  Stock as  reported  by the NASDAQ  National
Market System on October 14, 1997. The 900,000 shares of Common Stock  reflected
in the above table are in addition to 1,100,000  shares of Common Stock  subject
to  options  granted  under the Plan,  which  were  registered  on  Registration
Statement No. 33-90026. See Note 3 to this table.

     (3) Pursuant to General Instruction E to Form S-8 under the Securities Act,
the prospectus  filed as part of this  Registration  Statement will be used as a
combined   prospectus  in  connection  with  this  Registration   Statement  and
Registration  Statement No. 33-90026.  An aggregate of 1,100,000 shares is being
carried  forward from  Registration  Statement  No.  33-90026 for which a fee of
$5,069 previously was paid.
PROSPECTUS

                            MERCER INTERNATIONAL INC.
                              Brandschenke Str. 64
                           Zurich, Switzerland CH 8002
                                 41 (1) 201 7710

                 2,000,000 Common Shares of Beneficial Interest
                           ($1.00 par value per share)

       This  Prospectus  relates to an  unspecified  number of common  shares of
beneficial  interest,  $1.00 par value ("Common Stock") of Mercer  International
Inc.  (the  "Company"),  and is to be used in  connection  with the  reoffer and
resale  of shares  of  Common  Stock  (the  "Shares")  issuable  to the  selling
shareholders   of  the  Company   listed  at  the  section   entitled   "Selling
Shareholders"  herein  (the  "Selling  Shareholders")  upon  exercise of options
issued,  or which may be issued,  under the Company's  Amended and Restated 1992
Non-  Qualified  Stock Option Plan (the  "Plan").  The Shares may be sold in the
market (The Nasdaq Stock  Market's  National  Market  System  ("NASDAQ"))  or in
privately  negotiated  transactions  from  time to time.  The  Company  will not
receive any proceeds from the sale of Shares registered hereby.

       The Company's Common Stock trades on NASDAQ. The last reported sale price
of a share of Common Stock on NASDAQ on October 17, 1997 was $12.00.

       THESE  SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
       AND EXCHANGE  COMMISSION NOR HAS THE COMMISSION  PASSED UPON THE ACCURACY
       OR ADEQUACY OF THIS PROSPECTUS.  ANY  REPRESENTATION TO THE CONTRARY IS A
       CRIMINAL OFFENSE.

       The offer and sale of the Shares will be made in accordance with the plan
of distribution  described in this Prospectus.  See "Plan of Distribution."  The
Selling  Shareholders  reserve the sole right to accept and,  together  with its
agents from time to time, to reject,  in whole or in part, any proposed purchase
of Shares to be made  directly  or  through  agents.  The  Company  will pay all
expenses  of the  offering,  other than  selling  commissions  to or expenses of
brokers or dealers retained by the Selling  Shareholders,  which commissions and
expenses will be paid by the Selling Shareholders.

                The date of this Prospectus is October 21, 1997.
If an agent of any Selling  Shareholder  or a dealer is involved in the
sale of the Shares in respect of which this Prospectus is being  delivered,  the
net  proceeds to the Selling  Shareholders  from such sale will be the  purchase
price of such Shares less such commission in the case of an agent,  the purchase
price of such  Shares in the case of a dealer,  and less,  in each  case,  other
attributable   issuance   expenses.   The  aggregate  proceeds  to  the  Selling
Shareholders  from all the Shares will be the purchase price of Shares sold less
the  aggregate of agents'  commissions  and  underwriters'  discounts  and other
expenses of issuance and  distribution.  See "Plan of Distribution" for possible
indemnification arrangements for the agents, dealers and underwriters.

         No person has been  authorized to give any  information  or to make any
representation  not  contained  in this  Prospectus.  If  given  or  made,  such
information or representation  must not be relied upon as having been authorized
by the Company or the Selling Shareholders.  This Prospectus does not constitute
an offer to sell or the  solicitation  of an offer to buy any  securities  other
than the Common Stock  offered by this  Prospectus,  nor does it  constitute  an
offer to any person in any  jurisdiction  in which  such  offer or  solicitation
would be  unlawful.  Neither the delivery of this  Prospectus  nor any sale made
hereunder  shall,  under any  circumstances,  create  any  implication  that the
information  contained  herein is correct as of any time  subsequent to the date
hereof.

                                TABLE OF CONTENTS

                                 Page                              Page
Available Information               2        Use of Proceeds         3
Incorporation of Certain            3        Selling Shareholders    4
  Documents by Reference                     Plan of Distribution    4

                              AVAILABLE INFORMATION

         The  Company  is  subject  to  the  informational  requirements  of the
Securities  Exchange  Act of 1934,  as  amended  (the  "Exchange  Act"),  and in
accordance therewith files reports,  proxy statements and other information with
the Securities and Exchange  Commission (the "Commission").  The reports,  proxy
statements and other information filed by the Company with the Commission can be
inspected  and  copied at the  public  reference  facilities  maintained  by the
Commission at Room 1024, 450 Fifth Street, N.W., Washington,  D.C. 20549, and at
the Commission's  Regional Offices at Seven World Trade Center (13th Floor), New
York, New York 10048 and 500 West Madison Street, Suite 1400, Chicago,  Illinois
60661,  and copies of such  material can be obtained  from the Public  Reference
Section of the Commission,  450 Fifth Street,  N.W.,  Washington,  D.C. 20549 at
prescribed  rates.  The Commission  maintains a Web site that contains  reports,
proxy and information  statements and other information  regarding  registrants,
like the Company,  that file electronically with the Commission at the following
address: http://www.sec.gov. In addition, the Common Stock trades on NASDAQ, and
material  filed by the Company can be  inspected  at the offices of the National
Association of Securities Dealers,  Inc., Report Section,  1735 K Street,  N.W.,
Washington, D.C. 20006.

                                        2
This Prospectus constitutes a part of a Registration Statement filed by
the Company with the  Commission  under the  Securities Act of 1933, as amended.
This  Prospectus  omits  certain  information  contained  in  that  Registration
Statement,  and reference is hereby made to that Registration  Statement and the
exhibits filed therewith for further information with respect to the Company and
the Common Stock offered hereby. Any statements  contained herein concerning the
provisions of any document are not necessarily complete,  and, in each instance,
reference  is made to the  copy of such  document  filed  as an  exhibit  to the
Registration  Statement  or  otherwise  filed  with the  Commission.  Each  such
statement is qualified in its entirety by such reference.

                 INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

     The  following  documents  filed by the  Company  with the  Securities  and
Exchange  Commission (the  "Commission")  are  incorporated by reference in this
Registration Statement.

     (1) The Company's  Annual  Report on Form 10-K for the year ended  December
31, 1991, which contains the Company's Declaration of Trust, as amended.

     (2) The Company's  Annual  Report on Form 10-K for the year ended  December
31, 1996.

     (3) The  Company's  Quarterly  Reports on Form 10-Q for the  periods  ended
March 31, 1997 and June 30, 1997.

     (4) The Company's  definitive  Proxy  Statement on Schedule 14A filed April
30, 1997.

     All documents subsequently filed by the Company pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective
amendment  which  indicates that all securities  offered have been sold or which
deregisters  all  securities  then  remaining  unsold,  shall  be  deemed  to be
incorporated by reference in this  Registration  Statement and to be part hereof
from the date of filing of such documents.

     The Company will provide  without charge to any person to whom a Prospectus
is delivered, on written or oral request of such person, a copy of any or all of
the foregoing documents incorporated herein by reference (other than exhibits to
such documents). Requests should be directed to:

                                Mr. Rene Randall
                            Mercer International Inc.
                              Brandschenke Str. 64
                           Zurich, Switzerland CH 8002
                                 41 (1) 201 7710

                                 USE OF PROCEEDS

         The Company will not receive any proceeds from the sale of Common Stock
by the Selling Shareholders.

                                        3
SELLING SHAREHOLDERS

         The  Selling  Shareholders  under  this  Prospectus  are  Trustees  and
executive  officers of the Company who may be deemed  affiliates of the Company.
The names of the  Selling  Shareholders  and the amount of Shares  which will be
sold  hereunder  will be  provided  at a  later  date  by a  supplement  to this
Prospectus.

                              PLAN OF DISTRIBUTION

         The Selling Shareholders (or their pledgees,  donees,  transferees,  or
other successors in interest) from time to time may sell all or a portion of the
Shares "at the market" to or through a marketmaker  or into an existing  trading
market, in private sales, including direct sales to purchasers,  or otherwise at
prevailing  market prices or at  negotiated or fixed prices.  By way of example,
and  not by way of  limitation,  the  Shares  may be  sold by one or more of the
following  methods:  (a) a block  trade in which the broker or dealer so engaged
will  attempt to sell the Shares as agent but may  purchase and resell a portion
of the block as principal to  facilitate  the  transaction;  (b)  purchases by a
broker or dealer  as  principal  and  resale  by such  broker or dealer  for its
account pursuant to this Prospectus;  (c) an exchange distribution in accordance
with the rules of such exchange;  and (d) ordinary  brokerage  transactions  and
transactions  in which the  broker  solicits  purchasers.  In  effecting  sales,
brokers or  dealers  engaged by the  seller  may  arrange  for other  brokers or
dealers to participate. Brokers or dealers will receive commissions or discounts
from the seller in amounts to be negotiated  immediately prior to the sale. Such
brokers or dealers and any other participating  brokers or dealers may be deemed
to be  "underwriters"  within the  meaning  of the  Securities  Act of 1933,  as
amended  ("Securities  Act"), in connection  with such sales.  In addition,  any
securities  covered by this  Prospectus  which qualify for sale pursuant to Rule
144 under the  Securities Act may be sold under Rule 144 rather than pursuant to
this Prospectus.

         The Selling  Shareholders  may agree to indemnify any agent,  dealer or
broker-dealer  that  participates in transactions  involving sales of the Shares
against certain liabilities,  including liabilities arising under the Securities
Act. Any  commissions  paid or any discounts or concessions  allowed to any such
broker-dealer which purchases Shares as principal or any profits received on the
resale of such Shares may be deemed to be underwriting discounts and commissions
under the Securities Act.

         In order to comply with certain state  securities  laws, if applicable,
the Common Stock will not be sold in a particular  state unless the Common Stock
has been  registered  or qualified  for sale in such state or an exemption  from
registration or qualification is available and is complied with.

         The  Common  Stock   offered   hereby  will  be  sold  by  the  Selling
Shareholders  acting as  principals  for their own  account.  The  Company  will
receive none of the proceeds from such sales.

                                        4
PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

         In accordance  with the  instructional  Note to Part I of Form S-8, the
information  specified  in  Part I of  Form  S-8  has  been  omitted  from  this
Registration  Statement  on Form S-8 for  offers  and sales of common  shares of
beneficial  interest,  $1.00 par value ("Common Stock") of Mercer  International
Inc.  (the  "Company")  pursuant  to the  Company's  Amended and  Restated  1992
Non-Qualified Stock Option Plan (the "Plan").

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

         The following  documents  filed by the Company with the  Securities and
Exchange  Commission (the  "Commission")  are  incorporated by reference in this
Registration Statement.

         (1)      The  Company's  Annual  Report on Form 10-K for the year ended
                  December 31, 1991, which contains the Company's Declaration of
                  Trust, as amended.

         (2)      The Company's Annual Report on Form 10-K for the year ended
                  December 31, 1996.

         (3)      The Company's Quarterly Reports on Form 10-Q for the periods
                  ended March 31, 1997 and June 30, 1997.

         (4)      The Company's definitive Proxy Statement on Schedule 14A
                  filed April 30, 1997.

         All documents  subsequently  filed by the Company  pursuant to Sections
13(a),  13(c),  14 and  15(d) of the  Exchange  Act,  prior to the  filing  of a
post-effective  amendment which indicates that all securities  offered have been
sold or which deregisters all securities then remaining unsold,  shall be deemed
to be  incorporated by reference in this  Registration  Statement and to be part
hereof from the date of filing of such documents.

Item 4.  Description of Securities.

         Not applicable.

Item 5.  Interests of Named Experts and Counsel.

         No  expert  or  counsel  named in the  Registration  Statement  has any
substantial interest in the securities of the Company.

                                      II-1
Item 6.  Indemnification of Directors and Officers.

         Section 6.1 of the Company's Declaration of Trust provides as follows:

         No Trustee,  officer or agent of the Trust shall be liable to the Trust
         or to any  Trustee  for  any  act or  omission  of any  other  Trustee,
         Shareholder,  officer  or agent of the  Trust or to be to any  personal
         liability  whatsoever in tort, contract or otherwise in connection with
         the affairs of this Trust except only that arising from his own willful
         misfeasance,  bad faith,  gross  negligence,  or reckless  disregard of
         duty.

         Section 6.4 of the Company's Declaration of Trust provides as follows:

         Any person made a party to any action,  suit or proceeding,  or against
         whom a claim or  liability  is  asserted by reason of the fact that he,
         his testator or intestate was or is a Trustee,  officer or agent of the
         Trust or active in such  capacity  on  behalf  of the  Trust,  shall be
         indemnified  and held harmless by the Trust against  judgments,  fines,
         amounts paid on account  thereof  (whether in  settlement or otherwise)
         and  reasonable  expenses,  including  attorneys'  fees,  actually  and
         reasonably  incurred  by him in  connection  with the  defense  of such
         action, suit,  proceeding,  claim or alleged liability or in connection
         with any appeal  therein,  whether or not the same proceeds to judgment
         or is settled or otherwise brought to a conclusion;  provided, however,
         that no such  Person  shall be so  indemnified  or  reimbursed  for any
         claim,  obligation  or  liability  which  arose  out of the  Trustee's,
         officer's or agent's willful  misfeasance,  bad faith, gross negligence
         or reckless  disregard of duty; and provided further,  that such Person
         gives prompt notice  thereof,  executes  such  documents and takes such
         action as will permit the Trust to conduct  the  defense or  settlement
         thereof and cooperates  therein.  In the event of a settlement approved
         by the Trustees of any such claim,  alleged liability,  action, suit or
         proceeding,  indemnification and reimbursement shall be provided except
         as to such matters covered by the settlement which the Trust is advised
         by its counsel arose from the Trustee's,  officer's or agent's  willful
         misfeasance,  bad faith,  gross  negligence,  or reckless  disregard of
         duty.  Such  rights  of  indemnification  and  reimbursement  shall  be
         satisfied  only out of the Trust  Estate.  The rights  accruing  to any
         Person  under  these  provisions  shall not  include any other right to
         which he may be lawfully entitled,  nor shall anything contained herein
         restrict the right of the Trust to  indemnify or reimburse  such Person
         in any proper case even though not  specifically  provided  for herein,
         nor shall anything contained herein restrict such right of a Trustee to
         contribution as may be available under applicable law.

Item 7.  Exemption from Registration Claimed.

         Not applicable.

Item 8.  Exhibits.

         4.1      Amended and  Restated  1992  Non-Qualified  Stock  Option Plan
                  (Incorporated  by reference from Exhibit 10.1 to the Company's
                  Form 10-Q for the quarter ended June 30, 1997.)

         5        Opinion of Foster Pepper & Shefelman PLLC

                                      II-2
23.1     Consent of Foster Pepper & Shefelman PLLC (included as part
                  of their Opinion listed as Exhibit 5)

         23.2     Consent of Peterson Sullivan & Co.

         24       Power of Attorney (included on the signature page hereof)

Item 9.  Undertakings.

         (a)      The undersigned Company hereby undertakes:

                  (1)      To file,  during any period in which  offers or sales
                           are being made,  a  post-effective  amendment to this
                           Registration Statement:

                           (i)      To include any prospectus required by
                                    section 10(a)(3) of Securities Act;

                           (ii)     To  reflect in the  prospectus  any facts or
                                    events  arising after the effective  date of
                                    the  Registration  Statement  (or  the  most
                                    recent  post-effective   amendment  thereof)
                                    which,  individually  or in  the  aggregate,
                                    represent  a   fundamental   change  in  the
                                    information  set  forth in the  Registration
                                    Statement;

                           (iii)    To include  any  material  information  with
                                    respect  to the  plan  of  distribution  not
                                    previously  disclosed  in  the  Registration
                                    Statement  or any  material  change  to such
                                    information in the Registration Statement;

                                    Provided, however, that paragraphs (a)(1)(i)
                                    and   (a)(1)(ii)   do  not   apply   if  the
                                    information  required  to be  included  in a
                                    post-effective amendment by those paragraphs
                                    is  contained in periodic  reports  filed by
                                    the  registrant  pursuant  to  Section 13 or
                                    Section  15(d) of the  Exchange Act that are
                                    incorporated    by    reference    in   this
                                    Registration Statement.

                  (2)      That,  for the purpose of  determining  any liability
                           under the  Securities  Act, each such  post-effective
                           amendment  shall be deemed  to be a new  registration
                           statement relating to the securities offered therein,
                           and the  offering  of such  securities  at that  time
                           shall be deemed to be the initial bona fide  offering
                           thereof.

                  (3)      To   remove   from   registration   by   means  of  a
                           post-effective  amendment any of the securities being
                           registered  which remain unsold at the termination of
                           the offering.

         (b) The  undersigned  Company hereby  undertakes  that, for purposes of
determining any liability under the Securities Act, each filing of the Company's
annual  report  pursuant to Section  13(a) or 15(d) of the  Exchange Act that is
incorporated by reference in this Registration Statement shall be deemed to be a
new registration  statement relating to the securities offered therein,  and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

         (c)  Insofar  as  indemnification  for  liabilities  arising  under the
Securities Act may be permitted to directors,  officers and controlling  persons
of the Company pursuant to the foregoing provisions,  or otherwise,  the Company
has been advised that in the opinion of the Securities and Exchange Commission

                                      II-3
such indemnification is against public policy as expressed in the Securities Act
and is, therefore,  unenforceable. In the event that a claim for indemnification
against such  liabilities  (other than the payment by the registrant of expenses
incurred or paid by a director,  officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director,  officer or controlling person in connection with the securities being
registered,  the Company  will,  unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy as  expressed  in the  Securities  Act and will be  governed by the final
adjudication of such issue.

                                      II-4
SIGNATURES

         Pursuant  to the  requirements  of the  Securities  Act  of  1933,  the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration
statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the city of Zurich, Switzerland on September 4, 1997.

                                            MERCER INTERNATIONAL INC.

                                            By:  /s/ Jimmy S.H. Lee
                                                 Jimmy S.H. Lee
                                                 President

                                POWER OF ATTORNEY

         Each person whose individual  signature appears below hereby authorizes
Jimmy S.H. Lee or Maarten Reidel, or any of them, as attorneys-in-fact with full
power of  substitution,  to  execute  in the name and on behalf of each  person,
individually  and in  each  capacity  stated  below,  and to  file,  any and all
amendments to this Registration Statement,  including any and all post-effective
amendments.

         Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
registration  statement  has  been  signed  by  the  following  persons  in  the
capacities and on the dates indicated.

/s/ Jimmy S.H. Lee                                            September 4, 1997
-----------------------------------------
Jimmy S.H. Lee
President and Trustee
(Chief Executive Officer)

/s/ Maarten Reidel                                            September 4, 1997
-----------------------------------------
Maarten Reidel
Chief Financial Officer and Trustee
(Chief financial officer and principal
accounting officer)

/s/ Michel Arnulphy                                           September 4, 1997
-----------------------------------------
Michel Arnulphy
Trustee

/s/ C.S. Moon                                                 September 4, 1997
-----------------------------------------
C.S. Moon
Trustee

                                      II-5
INDEX TO EXHIBITS

Exhibit  Description                                                    Page

4.1      Amended and Restated 1992 Non-Qualified Stock Option Plan
         (Incorporated by  reference  from  Exhibit  10.1 to the
         Company's  Form 10-Q for the quarter ended June 30, 1997.)

5        Opinion of Foster Pepper & Shefelman PLLC

23.1     Consent of Foster Pepper & Shefelman PLLC (included
         as part of their Opinion listed as Exhibit 5)

23.2     Consent of Peterson Sullivan & Co.

24       Power of Attorney (included on the signature page hereof)

                                      II-6