SCHULTE ROTH & ZABELLLP
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Writer’s Direct Number Writer’s E-mail Address
(212) 756-2565 | neil.rifkind@srz.com |
April 18, 2006
VIA EDGAR
Securities and Exchange Commission
100 F Street, NE
Washington, DC 20549
| Re: | NewPage Holding Corporation |
| Registration Statement on Form S-1 |
Ladies and Gentlemen:
On behalf of our client, NewPage Holding Corporation (the “Registrant”), we are transmitting for filing with the Securities and Exchange Commission (the “SEC”) the attached Registration Statement on Form S-1 (the “S-1 Registration Statement”) in connection with the Registrant’s initial public offering of its common stock.
We note that, on April 17, 2006, the Registrant filed Amendment No. 3 to a Form S-4 relating to an A/B exchange offer of certain of its debt securities (Commission File No. 333-129343) (the “S-4 Registration Statement”). The disclosure in the preliminary prospectus contained in the S-1 Registration Statement is substantially similar to the disclosure in the preliminary prospectus contained in the S-4 Registration Statement, other than differences specific to the securities contemplated to be offered by each of the registration statements.
Please contact the undersigned at (212) 756-2565 with any questions concerning this submission.
Very truly yours,
/s/ Neil C. Rifkind
Neil C. Rifkind
| cc: | Douglas K. Cooper |
| NewPage Holding Corporation |
| Vice President, General Counsel and Secretary |
| John E. Kurila |
| NewPage Holding Corporation |
| Controller |
| Gregory A. Hoffbauer |
| NewPage Holding Corporation |
| Assistant Controller |
| Michael R. Littenberg, Esq. |
| Schulte Roth & Zabel LLP |
