SecProbe.io

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           							December 28, 2005

By U.S. mail and facsimile to (770) 933-1390

Paul G. Saari
Senior Vice President, Finance and Chief Financial Officer
Atlantis Plastics, Inc.
1870 The Exchange
Suite 200
Atlanta, GA 30339

	RE:	Atlantis Plastics, Inc.
		Form 10-K for the fiscal year ended December 31, 2004
		Filed March 31, 2005

		Form 10-Q for the quarter ended September 30, 2005
		Form 8-K filed October 27, 2005
		File No. 1-9487

Dear Mr. Saari:

      We have reviewed your filings and have the following
comments.
Where indicated, we think you should revise your disclosures in
future filings in response to these comments.  If you disagree, we
will consider your explanation as to why our comment is
inapplicable
or a revision is unnecessary.  Please be as detailed as necessary
in
your explanation.  In some of our comments, we may ask you to
provide
us with supplemental information so we may better understand your
disclosure.  After reviewing this information, we may or may not
raise additional comments.

	Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.

Form 10-K for the year ended December 31, 2004

Management`s Discussion and Analysis, page 16
1. We note your discussion of cash flows from operating activities
on
page 21.  Please tell us and disclose the reason(s) for the
significant increase in raw materials during 2004.  In addition,
it
appears that your days sales outstanding ratio is deteriorating
from
2002 through September 30, 2005.  Please tell us and disclose, in
future filings, a discussion of the reasons for changes in this
ratio
and its implications on your future cash flows from operating
activities.

2.	We note your discussion and tabular presentation of your
contractual obligations on page 21.  We have the following
comments:
* In future filings, please include a "Total" column, as shown in
Item 303(a)(5) of Regulation S-K.
* In future filings, include the interest commitments under your
interest-bearing debt in this table, or provide textual discussion
of
this obligation in the footnotes to the table.  If you provide a
textual discussion, the discussion should quantify the interest
payments using the same time frames stipulated in the table.  To
the
extent that the interest rates are variable and unknown, you
should
provide appropriate disclosure with respect to your assumptions
regarding your estimates of future variable rate interest
payments.
Refer to footnote 46 to SEC Release No. 33-8350.
* We note that in 2005, you have entered into interest rate swaps.
To the extent that you are in the position of paying cash rather
than
receiving cash under your interest rate swaps, please disclose
estimates of the amounts you will be obligated to pay.
* It appears that your debt principal line combines your long-term
debt as of December 31, 2004, along with new debt incurred as part
of
your financing activities in March 2005.  We remind you that your
presentation of long-term debt obligation should be as of the
latest
fiscal year end balance sheet date.  Any subsequent changes to
your
contractual obligations should be separately disclosed.
Financial Statements
Note 10. Earnings Per Share, page 40

3.	Please tell us whether your class A and class B shares are
entitled to dividends at the same rate or different rates.  If
these
shares receive dividends at different rates, please tell us your
consideration of the differing rates in your calculation and
presentation of earnings per share.

Note 11. Business Segments, page 41

4.	Please tell us what percentage of segment sales and segment
gross profit the three divisions of the Plastic Films segment
represents for each of the periods presented.

Form 10-Q for the period ended September 30, 2005

Consolidated Statements of Income, page 1

5.	We note that you separately present your stock option expense
from your other expenses in your consolidated statements of
income.
Please tell us your basis for this presentation.  In addition,
please
tell us the amount of stock option expense related to employees
whose
cash compensation you allocate to selling, general and
administrative
expenses and to employees whose cash compensation you allocation
to
cost of goods sold.  See section F of SAB 107 and section I.C.2 of
Current Accounting and Disclosure Issues in the Division of
Corporation Finance, located at www.sec.gov.

Note 3.  Earnings per Share Data, page 5

6.	Please tell us why you no longer reflect dilutive options in
your diluted earnings per share calculation.  We note your
reference
to your "agreement to cancel all outstanding stock options" in
note 6
of your Form 10-Q for the quarter ended September 30, 2005.
However,
based on your disclosures in note 9 of your Form 10-K for the year
ended December 31, 2004, it appears that you had 1.1 million
options
outstanding at that date, of which 575,800 were cancelled in March
2005, based on note 6 of your Form 10-Q for the quarter ended
September 30, 2005.  Accordingly, it would appear that you
continue
to have options outstanding which could dilute your earnings per
share.  Please clarify.

Note 6.  Stock-based Compensation, page 7

7.	Please tell us, in detail, your consideration of paragraphs
53-
54 and A156-A159 of SFAS No. 123R, in light of your special
dividend
in the first quarter of 2005.  In this regard, please explain how
you
determined that the recognition of additional compensation expense
related to the modification of your options due to the dividend
was
not necessary.

8.	We note that you paid $4.4 million to cancel certain stock
options.  Please tell us how you have accounted for this cost and
your basis for doing so.  See paragraph 55 of SFAS No. 123R.  In
addition, please tell us the fair value of the repurchased
options.

Item 4. Controls and Procedures, page 21

9.	We note your disclosure that your chief executive officer and
chief financial officer concluded that the Company`s disclosure
controls and procedures are effective to ensure that information
required to be disclosed by the Company in reports that it files
under the Securities Exchange Act is recorded, processed,
summarized
and reported within the time periods specified in the rules and
forms
of the SEC.  Please revise, in future filings, your definition to
also clarify, if true, that your disclosure controls and
procedures
were also effective to ensure that information required to be
disclosed by you in the reports that you file or submit under the
Exchange Act is accumulated and communicated to your management,
including your principal executive and principal financial
officers,
or persons performing similar functions, as appropriate to allow
timely decisions regarding required disclosure.  Otherwise, please
simply conclude that your disclosure controls and procedures are
effective or ineffective, whatever the case may be.

Form 8-K filed October 27, 2005

10.	We note here and in other Forms 8-K your use of EBITDA, a
non-
GAAP measure.  We have the following comments:
* You state that you believe EBITDA to be a useful financial
metric
used by investors to assess financial performance.  In future
filings, please disclose why you believe this measure provides
useful
information to investors.
* In future filings, disclose how you use EBITDA.  In this regard,
we
note that you consider EBITDA to be a measure of operating
performance.  Based on your need for ongoing capital expenditures
and
debt financing, it is unclear to us how EBITDA could be a useful
measure of operating performance.  This measure appears to
eliminate
critical recurring charges that are a necessary cost of your
operations.  Please provide a more comprehensive explanation of
why
you believe EBITDA is a useful measure of operating performance.
* In future filings, please address the material limitations
associated with the use of your non-GAAP financial measure,
consistent with how you use such measure.  As such, you should
describe the material limitations associated with any performance
measure that does not include interest, taxes, depreciation and
amortization.
* In future filings, discuss the manner in which you compensate
for
these limitations when using the non-GAAP financial measure.
Refer to Question 8 of the Frequently Asked Questions Regarding
the
Use of Non-GAAP Financial Measures, dated June 13, 2003, available
at
www.sec.gov.

*    *    *    *

      Please respond to these comments by providing the
supplemental
information requested within ten business days or tell us when you
will provide us with a response.  Please provide us with a
supplemental response that addresses each of our comments. Please
file your supplemental response on EDGAR as a correspondence file.
We may raise additional comments after we review your responses.

      To expedite our review, you may wish to provide complete
packages to each of the persons named below.  Each package should
include a copy of your response letter and any supplemental
information.

      We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be
certain that they provided all information investors require.
Since
the company and its management are in possession of all facts
relating to a company`s disclosure, they are responsible for the
accuracy and adequacy of the disclosures they have made.

      In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that:
* the company is responsible for the adequacy and accuracy of the
disclosure in their filings;
* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filing; and
* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

      In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filing or in
response to our comments on your filing.

      You may contact Jenn Do, Staff Accountant, at (202) 551-
3743,
or me at (202) 551-3255 if you have questions regarding comments
on
the financial statements and related matters.

								Sincerely,

								Nili Shah
								Branch Chief
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Mr. Paul G. Saari
Atlantis Plastics, Inc.
December 28, 2005
Page 5

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-7010

         DIVISION OF
CORPORATION FINANCE

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