SecProbe.io

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

       DIVISION OF
CORPORATION FINANCE
   Mail Stop 7010

August 20, 2008

Via U.S. Mail and Facsimile
 Mr. Si Chen Chief Executive Officer American Lorain Corporation Beihuan Road  Junan County Shandong, China 276600
 Re: American Lorain Corporation
  Amendment No. 4 to Registra tion Statement on Form S-1
Filed August 7, 2008
  File No. 333-145260
Dear Mr. Chen:

We have reviewed your filing and have the following comments.  Where
indicated, we think you should re vise your document 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 deta iled as necessary in your explanation.  In
some of our comments, we may ask you to provi de us with information so we may better
understand your disclosure.  After reviewing th is information, we may raise additional
comments.
Please understand that the purpose of our re view 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 any other aspect of our
review.  Feel free to call us at the telephone numbers listed at the end of this letter.
 General

1. We note your response to our prior comment  1 and that you have filed your Form
10-Q for the quarter ended June 30, 2008.  Please update your financial statements
and disclosure throughout the registration stat ement in light of the filing of the Form
10-Q, and monitor the need to update your c onsents.  Please refer to Article 8-08 of
Regulation S-X.

Mr. Si Chen
American Lorain Corporation
August 20, 2008 Page 2  Risk Factors

 “We are subject to credit risk in re spect of account receivables,” page 10

2. We note your response to our prior comme nt 5.  Please expand your disclosure on
page 35 to discuss the impact the increas e in accounts receivable has had on your
operations and your plans for addressing it.

Management’s Discussion and Analysis of Fi nancial Condition and Results of Operations

Results of Operations, page 26
 General

3. We note your response to our prior comme nt 11.  Support the assertion in your
response that you “have no further inform ation on a quantitative demand breakdown
for our products.”   Explain why you are not able to quantify the impact of the
particular items on your line items.
 Liquidity and Capital Resources

 For the fiscal year ended December 31, 2007

General, page 35
4. Please provide a cross reference to the di scussion in the Business section regarding
your plans to increase production, storage capacity and advertising expenses.

Business

Our Customers, page 51
5. Ensure that you have supplied all of the information required by Item 101(c)(vii) of
Regulation S-K.  We note that you have re moved the list of your top ten customers,
one of which accounted for more than 10% of your revenues.
 Management, page 57

6. In Mr. Hao  Chen’s biography, it appears that he was Expense Controller of the
China division of Coca Cola Beverage Li mited and Managing Director of the
Corporate Finance Department of Sha nghai Union Strength Business Consulting
Co., Ltd. at the same time, ending his affiliation with both in September 2006.
Please advise.

Mr. Si Chen
American Lorain Corporation
August 20, 2008 Page 3  Director Compensation, page 58

7. Please provide the payments to Messrs. Hao  Chen and Maoquan  Wei in U.S.
dollars.
 Certain Relationships and Re lated Transactions, page 59

8. We note your response to our prior comment  22 and reissue it in part. Provide a
total in U.S. dollars of the amounts received by Mr. Si Chen for all of his interests in
the Lorain Group Companies.  Provide the U. S. dollar amount paid for the equity in
Shandong Lorain Foodstuff Co., Ltd. that wa s transferred to ILH by International
Lvan co., Ltd.

You state that: “Si Chen (60.33%), Xi aodong Zhou (1.2%), Shixiang Wang (1.2%),
Yuan Tian (1.2%) and International Lvan Co., Ltd.’s (36.07%) equity interests were
transferred to ILH for US$1.25 million, accounting for 100% of the registered capital.”  Specify the entity that was purchased for $1.25 million.

Discuss how the purchase prices for the vari ous equity interests were determined
and who approved the terms of the transactions.  File as exhibits all documentation related to such purchases.
 Financial Statements

 General

9. We note you continue to pr ovide a condensed balance sheet as of December 31,
2007 and 2006 for American Lorain (formerly Millennium Quest) on page F-16.  Please tell us why you believe it is necessa ry to provide this statement, or if
necessary, remove it from your document .

Exhibits and Financial Statement Schedules

10. Please provide an Exhibit 15 acknowledgement  letter from your independent public
accountant regarding the use in this regist ration statement of their report on your
unaudited interim financial information.   Please see Item 601(b)(15) of Regulation
S-K for additional guidance.  Please ensure  such letter includes acknowledgement
for the periods included in your revised Form S-1.

11. We note your response to our prior comme nt 31.  However, the representation you
provide that the reference in the legal opi nion to the General Corporation Law of the
State of Delaware includes the Delawa re constitution, statutory provisions and

Mr. Si Chen
American Lorain Corporation
August 20, 2008 Page 4
judicial decisions is in  a letter signed by the company.  Please provide the
representation in a le tter signed by counsel.

Closing Comments

As appropriate, please amend your regist ration statement in response to these
comments.  You may wish to provide us with marked copies of the amendment to expedite our review.  Please furnish a cove r letter with your amendment that keys your
responses to our comments and provides any requested information.  Detailed cover
letters greatly facilitate our review.  Please understand that we may have additional comments after reviewing your amendmen t and responses to our comments.
We urge all persons who are responsible for the accuracy and adequacy of the
disclosure in the filing to be certain that the filing includes all in formation required under
the Securities Act of 1933 and that they have  provided all information investors require
for an informed investment decision.  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.
Notwithstanding our comments, in the even t the company requests acceleration of
the effective date of the pending registration statement, it should furnish a letter, at the
time of such request, acknowledging that:
   should the Commission or the staff, acting pu rsuant to delegated authority, declare the
filing effective, it does not foreclose th e Commission from taking any action with
respect to the filing;
   the action of the Commission or the staff, acting pursuant to delegated authority, in
declaring the filing effective,  does not relieve the company from its full responsibility
for the adequacy and accuracy of the disclosure in the filing; and
   the company may not assert staff comments and the declaration of effectiveness 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 advi sed that the Division of En forcement has access to all
information you provide to the staff of the Di vision of Corporation Finance in connection
with our review of your filing or in response to our comments on your filing.
We will consider a written request for acceleration of the effective date of the
registration statement as conf irmation of the fact that t hose requesting acceleration are
aware of their respective re sponsibilities under the S ecurities Act of 1933 and the
Securities Exchange Act of 1934 as they rela te to the proposed public offering of the

Mr. Si Chen
American Lorain Corporation August 20, 2008 Page 5  securities specified in the above registration statement.  We will act  on the request and,
pursuant to delegated authority, grant acce leration of the effective date.
We direct your attention to Rules 46 0 and 461 regarding requesting acceleration
of a registration statement.  Please allow ad equate time after the filing of any amendment
for further review before submitting a request for acceleration.  Please provide this request at least two business days in a dvance of the requested effective date.

 You may contact Mark Wojciechowski at  (202) 551-3759 or, in his absence, Jill
Davis, Accounting Branch Chief, at (202) 551-3683 if you have questions regarding the
accounting comments.  Please contact Donna Le vy at (202) 551-3292 or, in her absence,
me at (202) 551-3611 with any other questions.
Sincerely,

        Anne Nguyen Parker         B r a n c h  C h i e f
cc: Abbe Dienstag, Esq.
M. Wojciechowski
 J. Davis
 D. Levy