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ATLANTIC TELE-NETWORK

10 Derby Square

Salem, MA 01970

January 21, 2009

BY EDGAR SUBMISSION

Securities and
Exchange Commission

100
F Street, N.E.

Mail
Stop 3720

Washington,
D.C. 20549

Attention:  Larry Spirgel, Esq.

  RE:

  Atlantic Tele-Network, Inc.

  Form 10-K for the year ended
  December 31, 2007

  Filed March 17, 2008

  File No. 001-12593

Ladies
and Gentlemen:

On behalf of
Atlantic Tele-Network, Inc. (“ATN” or the “Company”), please find below
responses to the comments provided to ATN by the staff of the Commission (the “Staff”)
in a letter dated December 18, 2008 (the “Letter”) relating to ATN’s Form 10-K
for the year ended December 31, 2007 (the “2007 Form 10-K”).  The responses are keyed to the numbering of
the comments in the Letter and appear following the comments which are restated
below in italics.

Form 10-K for the year ended December 31,
2007

Front Cover Page

1.              In future filings,
please revise your disclosure to reflect your correct Commission File Number.
The correct file number is 001-12593.

RESPONSE

ATN confirms
that it will make sure that all future filings bear reference to its correct
Commission File No. 001-12593.

Definitive Proxy Statement Incorporated By
Reference Into Part III of Form 10-K

Elements of Compensation. page 23

Annual Cash Bonus, page 24

  2.

  We note that annual cash bonus awards are tied to
  the achievement of specified company, stock price and individual performance
  goals. In future filings, please disclose, for each named executive officer,
  the performance goals and weight given to the achievement of the performance
  goals. In addition, disclose the performance targets and threshold levels for
  the goals. See Regulation S-K Item 402(b)(v), (vi) and (vii). If you
  believe that such disclosure is not required because it would result in
  competitive harm such that you may omit this information under Instruction 4
  to Item 402(b) of Regulation S-K, please provide in your response letter
  a detailed explanation of such conclusion. If you believe you have a sufficient
  basis to keep the information confidential, disclose in future filings how
  difficult it would be for the executive or how likely it would be for you to
  achieve the undisclosed performance goal. Please note that general statements
  regarding the level of difficulty or ease associated with achieving the goals
  are not sufficient. In discussing how difficult it will be for an executive
  or how likely it will be for you to achieve the performance goals, provide as
  much detail as necessary without providing information that would result in
  competitive harm. For further guidance, please refer to Question 118.04 in
  our Regulation S-K Compliance and Disclosure Interpretations, available on
  our website at www.sec.gov/divisions/corpfin/guidance/regs-kinterp.htm.

RESPONSE

The
Company respectfully believes that the disclosure of specific performance goals
(i.e., specific targets or threshold
levels) is not required because it is not material to an investor’s
understanding of the Company’s executive compensation policies and decisions,
given the particular way in which the Company uses performance goals.  In reaching this conclusion, we have
considered, among other things, the analysis in Question 118.04 of the Staff’s
Compliance and Disclosure Interpretations relating to Regulation S-K.  As called for by Question 118.04, we have
made a good faith analysis of our particular facts and circumstances to
determine the threshold question as to whether disclosure of our specific
pre-established performance goals are material and have concluded that they are
not material for the reasons below.  As
we explain in greater detail below, we reach this conclusion because of the
following: (1) we do not use performance against individual goals in a
mathematic or rigid way with clear values assigned, but rather as one indicator
of performance to be assessed subjectively by the Committee and the CEO (where
appropriate), (2) the pre-established goals are only one factor considered
in an officer’s cash bonus, with a subjective assessment of the officer’s “general
performance” being of equal or greater importance and (3) the amount of
annual compensation that is even loosely related to pre-established performance
goals is not material in relation to overall executive compensation.

As
described in the Proxy Statement, the Compensation Committee has a highly
discretionary and subjective process for determining the payout of annual cash
bonuses to executive officers.

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The
Compensation Committee uses pre-established performance goals only as “reference
points” or indicative objectives.
Compensation is not paid out formulaically based on the achievement of
these goals.  Indeed, the Compensation
Committee is free to change the performance goal during the year and is free at
the end of the year “to determine the extent to which bonuses will be paid or
not, regardless of whether the pre-established criteria are fully achieved,
partially achieved or not at all.”

Further,
in addition to pre-established performance goals, the other main factor for determining
the extent to which an executive officer is paid an annual cash bonus is a
general performance assessment, which (i) is not based on pre-established
performance criteria, (ii) is highly subjective and (iii) can be more
outcome determinative (especially in the case of the executive officers other
the Chief Executive Officer and Chief Financial Officer) than the
pre-established performance goals, as described in the Proxy Statement:

“This ‘general performance’
assessment is the other main factor considered by the Compensation Committee
and the Board in determining the level of bonuses.  At the end of the year, the Compensation
Committee and the Board consider the importance of an executive officer’s performance
against the pre-set goals as compared to his other achievements or failures and
his general performance and may find that the latter items substantially or
even completely outweigh his performance against the pre-set goals.”

The
context in which pre-established performance goals are used as part of the
Company’s executive compensation policies and decisions is described in detail
in the Proxy Statement and is consistent with our conclusion that the
disclosure of specific targets or threshold levels would not be material to
investors.  We call your attention to the
following statements:

  ·

  “A core principle of our compensation
  philosophy is that we believe a successful compensation program requires the
  application of judgment and subjective determinations of individual performance.”

  ·

  “We do not apply a formulaic or
  mathematical approach to executive compensation. Our Compensation Committee
  retains discretion to apply its judgment to adjust and align each individual
  element of our compensation program with the broader objectives of our
  compensation program and the overall performance and condition of our company
  at the time final compensation decisions are made.”

  ·

  “We believe that combining
  performance-based goals with the flexibility of the Compensation Committee
  and the Board to vary the importance of performance against those goals, make
  subjective assessments of performance against individual performance

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  goals, vary company and individual
  performance goals, if it deems appropriate, and adjust executive compensation
  to suit our business circumstances makes us more adaptive as a company and
  more able to recognize the contributions of our executive officers to the
  achievement of our business objectives.”

  ·

  “The Compensation Committee and the Board
  always have discretion to determine the extent to which bonuses will be paid
  or not, regardless of whether the pre-established criteria are fully
  achieved, partially achieved or not achieved at all.”

  ·

  “Our Compensation Committee believes that
  these performance goals do not serve as a formula for the payment of
  executive compensation. Rather, they serve as important reference points to
  the Compensation Committee and the Board in considering executive
  compensation, together with a general assessment of individual and company
  performance.”

As a further indication of the highly discretionary and subjective nature
of the process, the Company clearly stated in the Proxy Statement that annual
cash bonuses would be reported in the “Bonus” column of the Summary
Compensation Table, rather than in a column for “Non-Equity Incentive Plan
Compensation.”

Within this context, we respectfully believe that the extent of our
disclosure of pre-established performance goals (whether individual, stock or
company performance goals) is appropriate.

  ·

  The individual performance goals, which
  (as described in the Proxy Statement) address such matters as management
  skills, teamwork and collaboration, leadership, reflect inherently subjective
  and qualitative assessments of the type that the Compliance and Disclosure
  Interpretations confirm are not required to be disclosed.

  ·

  The Company stock price criteria is
  specifically disclosed (8% or greater annual appreciation and an annual stock
  price performance equal to, or in excess of, the performance of the Russell
  3000 Index) and is made subject to the following qualification (consistent
  with characterization of the process above): “The Compensation Committee
  views these targets as reference points only and recognizes that our common
  stock price may not reflect individual or company performance adequately.”

  ·

  The Company performance criteria is
  identified as goals consisting of annual net income, earnings per share,
  revenue and EBITDA. It is described as potentially having the most effect on
  the annual cash bonuses of the Chief Executive Officer (approximately 50% of
  the annual cash bonus opportunity with respect to him may rest with this
  criteria) and Chief Financial Officer (approximately 40% of the annual cash
  bonus opportunity with respect to him may rest with this criteria). For the
  other named executive officers, a

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  majority or more of their annual cash
  bonus opportunity rests with subjective individual performance goals and only
  the balance rests with the company performance criteria.

Based
on this highly discretionary use of pre-established performance goals and the
subjectivity of the “general performance” assessment, the Company respectfully
believes it has provided an appropriate amount of disclosure about
pre-established performance goals and that no further disclosure of specific
targets or threshold levels is required.

Further,
the Company respectfully submits that, even if the Company’s process for
determining annual cash bonuses were not so discretionary and subjective, the
amount of annual cash bonus whose payment would be tied to the achievement of
company performance goals would be immaterial in amount.  As stated in the Proxy Statement, the persons
for whom the Compensation Committee might consider the attainment of company
performance goals most heavily with respect to annual cash bonus determinations
are the Chief Executive Officer and the Chief Financial Officer.  Yet the amount of compensation whose payment
might relate to the attainment of company performance goals is relatively small
(about 10% and 7%, respectively), in comparison to the total compensation of
each of the Chief Executive Officer and the Chief Financial Officer as
indicated in the far-right column of the Summary Compensation Table.

Based
on our threshold determination of immateriality, the Company respectfully
believes that the Staff’s other comments with respect to competitive harm are
inapplicable.  We take a similar view of
the Staff’s comments with respect to level of difficulty.  We understand that level of difficulty
disclosure is intended as a surrogate for disclosure of specific targets where
disclosure of the specific target is material, but is excused for competitive
harm reasons.  But our reason for not
disclosing the specific performance targets is the immateriality of the
specific target in the first place, not competitive harm.  We respectfully believe that our judgment on
this matter should equally apply to whether the level of difficulty disclosure
should be enhanced.

  3.

  We note your disclosure, “the Compensation
  Committee and the Board always have discretion to determine the extent to
  which bonuses will be paid or not, regardless of whether the pre-established
  criteria are fully achieved, partially achieved or not at all.” Discuss
  whether discretion was exercised by the board or compensation committee
  either to award compensation absent attainment of the relevant performance
  goal(s) or to reduce or increase the size of an award. Identify any particular
  exercise of discretion, and state whether it applied to one or more specified
  named executive officers or to all compensation subject to the relevant
  performance goal(s). Please refer to Regulation S-K Item 402(b)(2)(vi).

RESPONSE

We
respectfully believe that the Company has provided the disclosure sought by
this comment with respect to our Chief Executive Officer and Chief Financial
Officer and will, in future

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filings,
expand our discussion of the other named executive officers to include similar
disclosure for them.

As
part of the discussion of the 2007 bonus payout to the Chief Executive Officer
and Chief Financial Officer, we stated that the company performance criteria
and the stock performance criteria for 2007 had been exceeded, and that each of
the Chief Executive Officer and Chief Financial Officer had been paid their
full annual cash bonus (50% of their base annual salary).  The only other factor impacting the annual
cash bonuses for these individuals was the percentage attributable to
individual goals and/or the general assessment of individual performance or
contribution.  As discussed above, the
pre-established individual goals used by the Company are qualitative in nature.
 The Compensation Committee’s general
performance assessments typically do not involve the consideration of
pre-established goals.  Accordingly,
because each of these matters is inherently qualitative and subjective, a
discussion about discretion exercised with respect to them would seem
inapposite.

In
future filings, the Company will expand its discussion of the other named
executive officers to provide comparable disclosure to that provided with
respect to the Chief Executive Officer and Chief Financial Officer.

  4.

  Please discuss how the compensation committee
  arrived at its determination to pay each named executive officer the amount
  of cash bonus awarded. While you discuss the determinations with respect to
  the company’s Chief Executive Officer and Chief Financial Officer, you do not
  provide any discussion or analysis with respect to the other named executive
  officers.

RESPONSE

In
future filings, the Company will expand the discussion of its payout of annual
cash bonuses to the other named executive officers to provide comparable
disclosure to that provided with respect to the Chief Executive Officer and
Chief Financial Officer.

Summary
Executive Compensation Table, page 29

  5.

  It appears that amounts that you have
  characterized as bonus awards to your executive officers are based on
  satisfaction of performance targets that were pre-established and
  communicated to your executives. Therefore, in future filings, it appears
  that you should report these awards in your Summary Compensation Table as
  non-equity incentive plan awards. Amounts disclosed under the bonus column
  should only be awards that were purely discretionary without correlation to satisfaction of specific
  performance measures. For further guidance, see Question 119.02 in our
  Regulation S-K Compl