SecProbe.io

March 8, 2012
 Via E-mail

Mr. David She Chief Financial Officer  American Lorain Corporation Beihuan Zhong Road Junan County Shandong, China  276600
Re: American Lorain Corporation
  Form 10-K for Fiscal Year Ended December 31, 2010
Filed March 31, 2011 Response Letter Dated February 6, 2012 File No. 1-34449

 Dear Mr. She:
We have reviewed your filing and response le tter and have the following comments.  In
some of our comments, we may ask you to provi de us with information so we may better
understand your disclosure.
Please respond to this letter within ten business days by amending your filing, by
providing the requested information, or by advi sing us when you will provide the requested
response.  If you do not believe our comments apply to your fact s and circumstances or do not
believe an amendment is appropriate, pl ease tell us why in your response.

After reviewing any amendment to your filing and the information you provide in
response to these comments, we ma y have additional comments.
  Form 10-K for Fiscal Year Ended December 31, 2010

 Controls and Procedures, page 31

 1. We note your response to comment one from our letter dated December 21, 2011.  Based
on this response, it appears to us that those primarily responsible for the preparation of
your books and records and financial statem ents, i.e. your Chief Accountant, Chief
Financial Officer Assistant and Chief Financ ial Officer, do not have the requisite U.S.
GAAP experience to prepare financial statements in accordance with U.S. GAAP.  In this regard, we note that all of those listed above do not hold a license such  as Certified Public

Mr. David She
American Lorain Corporation March 8, 2012 Page 2

 Accountant in the U.S. and have not attended U.S. institutions or extended educational
programs that would provide sufficient releva nt education relating to preparation of
financial statements in accordance with U.S.  GAAP.  In this regard, we note that your
procedures to convert your financial stat ements from PRC GAAP to U.S. GAAP consist
primarily of reviews of checklists and disc ussions with your independent registered
certified public accounting firm.

As described in your response, your lack of U.S. GAAP experience appears to constitute
a material weakness and thus your internal c ontrols over financial reporting would not be
effective.  Please revise your conclusion on in ternal controls over financial reporting and
explain in detail in your amendment that you have an accounting department with limited
knowledge of U.S. GAAP and disclose how you will remedy this material weakness in
the future.  You should also consider the impact of this material weakness on your
conclusion regarding disclosure controls and procedures.  Alternatively, provide a more
detailed description of the background of the people who are primarily responsible for
preparing and supervising the preparation of your financial statements and evaluating the
effectiveness of your internal control over fina ncial reporting and thei r knowledge of U.S.
GAAP and SEC rules and regulations.  This description should clearly identify all
professional designations, formal education, tr aining and professional experience directly
related to evaluating the effectiveness of inte rnal control over financ ial reporting and the
preparation of financial statements in accordance with US GAAP and SEC rules and
regulations.

We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filing to be certain that the filing include s the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules requir e.  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 responding to our comments, please provi de a written statement from the company
acknowledging that:
 the company is responsible for the adequacy an d accuracy of the disclo sure 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 federa l securities laws of  the United States.

Mr. David She
American Lorain Corporation March 8, 2012 Page 3

 You may contact Lily Dang at (202) 551-3867 if  you have questions regarding comments
on the financial statements and related matters . Please contact me at (202) 551-3489 with any
other questions.

        S i n c e r e l y ,           / s /  B r a d  S k i n n e r
Brad Skinner Senior Assistant Chief Accountant