Securities Act of 1933
Section 3(a)(9)

July 14, 2014

Response of the Office of International Corporate Finance
Division of Corporation Finance

Based on the facts presented and policy considerations, the Division's views are as follows. Capitalized terms have the same meanings as defined in your letter.

The Division will not recommend enforcement action to the Commission if Klabin proceeds with the Exchange transaction without registration under the Securities Act in reliance on your opinion of counsel that the exemption provided in Section 3(a)(9) of the Securities Act is available for the Exchange. This position applies solely to the Exchange in relation to the Units ADSs and not to any exchange that may have been concluded, or may be concluded, outside of the American Depositary Shares program of Klabin.

This position is based on the representations made to the Division in your letter. Different facts or conditions might require a different conclusion. Moreover, this letter expresses the Division's position on enforcement action only and does not express a legal conclusion on the questions presented.

Incoming Letter:

The Incoming Letter is in Acrobat format.

http://www.sec.gov/divisions/corpfin/cf-noaction/2014/klabin-071414-3a9.htm