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CORRESP
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  October 13,
  2010

BY
EDGAR SUBMISSION

Securities
and Exchange Commission

Division
of Corporate Finance

450
Fifth Street, N.W.

Washington,
D.C.  20549-0308

Attn:  Larry Spirgel, Assistant Director

  Re:

  Atlantic
  Tele-Network, Inc.

  Form 10-K
  for the fiscal year ended December 31, 2009

  Filed
  March 16, 2010

  File
  #1-12593

Dear Mr. Spirgel:

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 September 28, 2010 (the “Letter”) relating to ATN’s
Form 10-K for the year ended December 31, 2009 and Form 10-Q for
the period ended June 30, 2010.  For
your convenience, the Company has restated the Staff’s comments and has
inserted the Company’s responses below.

Form 10-K for the year ended December 31,
2009

Item 7 — Management’s Discussion and
Analysis of Financial Condition and Results of Operations

Critical Accounting Estimates, page 58

1.              We note your disclosure that to assess
recoverability of the value of your FCC licenses you use the market approach.
Tell us why you believe the market approach is an appropriate methodology to
value the FCC licenses in view of the limited number of transactions, the
differences in the spectrum bands, permitted uses, propagation characteristics,
competition, geographic and demographic markets, among others.  Further tell us whether the fair value
determined under the market approach would be materially different from the
fair value determined under the Greenfield Cash Flow Valuation Model (the “Greenfield
Model”).

600
Cummings Center  · Beverly, MA 01915 · 978.619.1300 · Fax: 978.922.0079 · www.atni.com

RESPONSE

We did employ the market approach
for performing our December 31, 2009 impairment tests for our FCC licenses
(the “Licenses”).  We believe the market
dynamics impacting a fair value assessment such as competition, demographics
and geography can often be better captured by market-based approaches.  At the time of the December 31, 2009
impairment analysis, the auction of 700 MHz FCC licenses (completed in 2008),
provided the most comparable, observable and arms-length prices which we judged
to be appropriate in determining the fair value of our Licenses at that date.  In terms of propagation characteristics and
permitted uses, we believe that the licenses for the 700 MHz band are
substantially similar to our licenses, the majority of which reside in the 850
MHz band.  With regard to issues such as
competition, demographics and geography, the auction provided a recent national
database of fair value transactions which take into account those factors and
represents the judgment of market participants as to the current highest and
best use of comparable FCC licenses on a market by market basis.  We also considered that these wireless
spectrum license auctions continued to be relevant transactions for our 2009
impairment test since the trends in market pricing for wireless spectrum has
continued to increase for wireless spectrum auctions over the last seven to
nine years including increased pricing in the auctions of 700 MHz licenses
cited above.  We also noted that the
value of wireless spectrum continues to increase due to increased demands for
wireless services such as voice and data, which require greater amounts of
wireless spectrum.  These trends are
expected to continue for the foreseeable future thereby increasing the value of
the wireless spectrum relative to historical prices.  Further, the Company has generally
experienced strong financial performance in the locations where we hold these
Licenses.  While this performance is
attributable to a number of factors, we attribute a portion of the resulting
increase in value of the Company to accrue to the Licenses as well.

We would also note that the results
of our impairment test yielded fair values which exceeded our carrying value of
the Licenses by a significant margin.
Based on these results, the estimated fair value of the Licenses
exceeded the carrying values on our books by approximately $48 million, or
137%.   As a result of this significant
margin between the estimated fair values compared to the carrying value of the
Licenses, we would not expect that had the Greenfield Model been used, the
results would have indicated any impairment to the carrying value of the
Licenses as of December 31, 2009.

Form 10-Q for the period ended June 30,
2010

Note 4 — Acquisitions, page 9

2.              We note that you have recorded the net gain
on bargain purchase in the amount of approximately $27 million. In order for us
to better understand about the amount of the recorded bargain gain, please tell
us in sufficient detail, the valuation methodologies used to value each of the
assets acquired.

·                  Please tell us how you fair valued the property,
plant and equipment, and each of the identifiable intangible assets, i.e., the
licenses, trade name and customer relationships.

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RESPONSE

We engaged a leading independent
third party valuation provider (the “Valuation Provider”) to perform the
purchase price allocation valuation work associated with our acquisition of
certain former Alltel wireless properties from Verizon Wireless (the “ATN-VzW
Transaction”).  We estimated the fair
value of all the acquired assets and liabilities and non-controlling interests
acquired with the ATN-VzW Transaction in accordance with ASC 805, Business Combinations, ASC 820, Fair Value
Measurements, and all other applicable accounting standards.

We employed variants of the cost
approach to estimate the fair value of the acquired property, plant and
equipment (the “PP&E”).  The Physical
Appraisal Method, which bases the estimated fair value of the PP&E on the
estimated new replacement cost for similar equipment, was primarily used in
this valuation.

The estimated fair value of the
acquired prepaid and postpaid customer relationships were determined separately
using the Expected Earnings Approach, a variant of the income approach, whereby
the expected after-tax cash flows of the customer relationships were isolated
from the entire business enterprise’s expected cash flows, incorporating
expected customer attrition rates and discounting at rates commensurate with
the risk of the assets.

The estimated fair value of the
acquired telecommunication licenses was determined using a Greenfield Model, a
variant of the income approach, and was corroborated with a market approach
analysis.  Given the further passage of
time between the 2008 spectrum auction referenced earlier and the 2010
transaction date of the ATN-VzW Transaction, we believed that using the
Greenfield Model as the primary basis for establishing the estimated fair value
of the FCC licenses was appropriate.

The trade name intangible asset was
valued using a variant of the income approach, known as the Relief from Royalty
Method, which assumes that a user of the trademarks would have to enter into a
hypothetical royalty arrangement to utilize the trademarks as if they did not
have the legal right to them.  This hypothetical
royalty discounted cash flow stream formed the basis for the estimate of the
acquisition date fair value of the trade name asset.

·                  Specifically tell us about the valuation
methodology used to value the licenses and describe the method you used to
isolate the cash flows associated with the intangible asset.

RESPONSE

As described above, the Greenfield
Model, a variant of the income approach, was used to estimate the fair value of
the acquired telecommunications licenses in the ATN-VzW Transaction.  The Greenfield Model assumes the licenses are
the only assets held by a start-up enterprise.
Other assets, such as fixed assets, customer contracts, etc. must
then be obtained or developed in order to commence operations.   Revenues and cash flows are projected net of
those estimated start-up costs in order to estimate the fair value of the
license.

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We also calculated the estimated
fair value of the licenses using a market approach, utilizing the 2008 spectrum
auction.  There was an immaterial
difference between the estimated fair value of the telecommunication licenses
as calculated under the Greenfield and market approaches.

·                  Tell us if there is any likely hood of the
Company revising or eliminated the bargain purchase gain in future.

RESPONSE

At this time, we are not aware of,
nor do we expect any circumstances to arise, which would require us to revise
or eliminate the bargain purchase gain in the future.  As noted in our filings with the Commission,
the gain was a result of a bargain purchase generated by the forced divesture
of the assets that was required to be completed by Verizon Wireless within a
required timeframe to a limited class of potential buyers that resulted in a
favorable price to the Company for these assets.  Before recording the bargain purchase gain,
in accordance with paragraph 4 of ASC 805-30-25, we reassessed whether all of
the assets acquired and all of the liabilities assumed had been correctly
identified, and that we had recognized the appropriate acquired assets and
liabilities.  In this regard, we engaged
the Valuation Provider to assist in the purchase price allocation and valuation
process.

In response to the Staff’s request,
the Company acknowledges that:

·                  the Company is responsible for the adequacy and accuracy of
the disclosure in the filing;

·                  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.

Please contact me at (978) 619-1300
ext. 404 in the event that you have any additional questions.

  Best Regards,

  ATLANTIC TELE-NETWORK, INC.

  By:

  /s/ Justin D. Benincasa

  Name:

  Justin D. Benincasa

  Title:

  Chief Financial Officer and
  Treasurer

cc:  Michael T. Prior, Chief Executive Officer

Matthew
J. Gardella, Edwards Angell Palmer & Dodge, LLP

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