SecProbe.io

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-4628

       DIVISION OF
CORPORATION FINANCE

 February 19, 2010
 Mr. Si Chen Chairman, Director and Chief Executive Officer American Lorain Corporation Beihuan Road Junan County Shandong, P.R. China 276600
 Re: American Lorain Corporation
  Registration Statement on Form S-3   Filed January 29, 2010   File No. 333-164605
Dear Mr. Chen:

We have limited our review of your filing to those issues we have addressed in
our comments.  Where indicated, we think you should revise your document in response
to these comments.  If you disagree, we w ill consider your explanation as to why our
comment is inapplicable or a revision is unneces sary.  Please be as detailed as necessary
in your explanation.  In some of our comme nts, we may ask you to provide us with
information so we may better understand your  disclosure.  After reviewing this
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.

Form S-3

 General

1. In your Item 5.02 Form 8-K filed on September 22, 2009, you disclose that
Xiandong Zhou, president of your company, resigned effective September 14, 2009. According to General Instruction B.1 of Form 8-K, this report was required
to be filed within four business days afte r occurrence of the event.  However, this
report was not filed until September 22, 2009.  As such, your report does not
appear timely filed in accord ance with the Registrant Re quirement of I.A.3(b) of
Form S-3.  Please advise.

American Lorain Corporation
Mr. Si Chen February 19, 2010 Page 2
 Incorporation of Certain Info rmation by Reference, page 16

2. Please revise to indicate the correct file number for the documents you are
incorporating by reference,  which number is 000-31619.
 3. Please revise to provide the correct date  on which your Form 10-Q for the quarter
ended September 30, 2009 was filed, i.e. November 13, 2009.

Signatures

4. Please amend your filing to certify that you have reasonable grounds to believe
that you meet all of the requirements for filing on Form S-3.
 Part II. Information Not Required in Prospectus

 Item 16. Exhibits

 5. We note from your exhibit index that you pl an to file the form of indenture,
exhibit 4.4, by post-effective amendment or with a future Exchange Act report.
Please note that the form of indenture must be filed prior to effectiveness so that it
may be qualified, as required by Section 309(a)  of the Trust Indenture Act.  Please
file the form of indenture w ith a pre-effective amendment.
 6. Similarly, please file le gal opinions covering all
 securities included in the
registration statement in a pre-effectiv e amendment.  See Item 601(b)(5) of
Regulation S-K.
 Item 17. Undertakings

 7. Please explain why you have included the undertaking provided by Item 512(i) of
Regulation S-K.
 Form 10-K for Fiscal Year Ended December 31, 2008

 Exhibits 31.1 and 31.2

 8. Please revise the introductory language to  paragraph 4 to include management’s
responsibility for maintaini ng internal control over fina ncial reporting.  See Item
601(b)(31)(i) of Regulation S-K.
 Closing Comments

As appropriate, please amend your filing in response to these comments.  You
may wish to provide us with marked copies of  the amendment to expe dite our review.

American Lorain Corporation
Mr. Si Chen February 19, 2010 Page 3
 Please furnish a cover letter with each am endment that keys your responses to our
comments and provides any requested inform ation.  Detailed cover letters greatly
facilitate our review.  Please understand th at we may have additional comments after
reviewing your amendment a nd responses to our comment.
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 the Securities Exchange Act of 1934 and that they have provided all information investors require for an informed investment decision.  Since the
company and its management are in possessi on of all facts relating to a company’s
disclosure, they are responsible for the accur acy 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 registration statemen t, it should furnish a le tter, at the time of
such request, acknowledging that:   ‚ should the Commission or the staff, acting purs uant 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 any 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
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 Rule 461  regarding requesti ng acceleration of a
registration statement.  Please allow adequate  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 advance of the requested effective date.

American Lorain Corporation
Mr. Si Chen February 19, 2010 Page 4
 Please contact Kevin Dougherty at (202)  551-3271, or in his absence, the
undersigned at (202) 551- 3611 with any questions.

     S i n c e r e l y ,

     Anne Nguyen Parker      B r a n c h  C h i e f
cc: Via Facsimile (212) 715-8277

 Christopher S. Auguste, Esq.  Kramer Levin Naftalis & Frankel LLP