SecProbe.io

April 25, 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 Form 10-K for Fiscal Year Ended December 31, 2011 Filed March 30, 2012 Response Letter Dated March 22, 2012 File No. 1-34449

 Dear Mr. She:
We have reviewed your filings and response letter 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 te n business days by amending your filings, 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 the Fiscal Year Ended December 31, 2011

 Controls and Procedures, page 31

 1. Disclosure on page 31 of your filing indicat es that you concluded that your disclosure
controls and procedures (DCP) were not effective “due to the material weakness in our
internal control over financia l reporting described below”.  However, the disclosure
regarding your internal control over fina ncial reporting (ICFR) does not describe a

Mr. David She
American Lorain Corporation April 25, 2012 Page 2

 material weakness and indicates that you have concluded that your ICFR was effective as
of December 31, 2011.

Please revise your disclosure to describe the material weakness and your remediation
plan, and to provide accurate , consistent conclusions on th e effectiveness of your DCP
and ICFR.
2. We note your response to prior comment 1 fr om our letter dated March 08, 2012 in which
you provide more detailed descriptions of  the professional backgrounds, training and
education of your accounting and finance person nel who are primarily responsible for the
preparation and review of U.S. GAAP financ ial statements.  We have considered this
additional information and continue to be lieve that you do not have the requisite
experience to prepare financial statements in accordance with U.S. GAAP.  In this regard,
we note that, based on both your respons e and information obtained from State
University of New York at Buffalo, the ma sters degree held by your CFO is primarily
focused on financial and investment manageme nt, rather than financial reporting under
U.S. GAAP.  Similarly, we note that the Chartered Financial Analyst designation is
primarily focused on portfolio and investment  management.  Separately, we note that
your Chief Accountant does not appear to have any training or experi ence related to the
preparation of financial statem ents in accordance with U.S. GAAP.  Finally, we note that
your Chief Financial Officer Assistant does not hold a professional designation such as a
Certified Public Accountant in  the U.S., has not attended a U. S. institution or educational
program, and does not have experience preparing financial statements in accordance with
U.S. GAAP other than that obtained in their current role.
 Notwithstanding the material weakness to wh ich you referred in your existing disclosure,
we believe that the limited education and tr aining in U.S. GAAP of your accounting and
finance personnel also constitute a material we akness and thus your internal controls over
financial reporting would not be effective.  Please revise your conclusion on internal
controls over financial reporti ng and explain in detail in your amendment that you have
an accounting department with limited knowle dge 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 regard ing disclosure controls  and procedures.

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;

Mr. David She
American Lorain Corporation April 25, 2012 Page 3

  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.

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