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   American Lorain Corporation - SEC Correspondence -Filed by newsfilecorp.com

American Lorain Corporation

January 16, 2015

Via EDGAR

United States Securities and Exchange Commission
Division
of Corporation Finance
100 F Street, NE
Washington, D.C. 20549-0405

Attn:    H. Roger Schwall    Assistant
Director

    Re:
    Re: American Lorain
      Corporation

    Form 10-K
      for Fiscal Year Ended December 31, 2013

    Filed March 31, 2014

    Definitive Proxy Statement on
      Schedule 14A

    Filed April 30, 2014

         Form 10-Q
      for Quarterly Period Ended September 30, 2014

    Filed November 19, 2014

    File No. 1-34449

Dear Mr. Schwall:

    American Lorain Corporation(“ALN” or the “Company” and
sometimes referred to as “we” or “our”) is filing a response to the SEC Comment
Letter, dated December 16, 2014, in connection with complying with the issues
and outstanding disclosure items set forth therein. For convenience of
reference, we have included, in this response letter, the same caption and
paragraph number, as well as the text of the comment, set forth in your Comment
Letter followed by our response.

Form 10-K for Fiscal Year Ended December

31, 2013 Legal Proceedings, page 25

1.        We note you
disclose that there are no material legal proceedings to which you are a party
that you expect to have a material adverse effect on your financial condition.
However, you disclosed in your Form 10-K for the fiscal year ended December 31,
2012  that Mr. Ballantyne resigned as a director in connection with
the Wisconsin suit challenging Mr. Chen’s, your chairman, chief executive
officer and president’s, offer to purchase all outstanding ordinary shares at a
proposed price of $1.6 per ordinary shares.

Please tell us the current status of Mr. Chen’s going private
proposal, the Board’s evaluation of such proposal, and the Wisconsin litigation.

Response:

     On October 15, 2012, American Lorain Corporation
(the “Company”) issued a press release announcing that its Board of Directors
(the "Board") had received a proposal letter from Mr. Si Chen, Chairman, CEO and
President of the Company, to acquire all of the outstanding ordinary shares of
the Company not currently owned by Mr. Chen at a proposed price of $1.6 per
ordinary share, in cash, subject to certain conditions (the "Proposal").

    The press release also indicated there could be no
assurance that any definitive offer would be made, that any agreement would be
executed or that a transaction with Mr. Chen or any other transaction would be
approved or consummated.

    Mr. Chen did not make a definitive offer for the
Proposal after his letter to the Company, and he has since confirmed to the
Company that he does not intend to pursue the acquisition indicated in the
Proposal.

   Because Mr. Chen did not make any definitive offer to the
Company, the Board never undertook any formal evaluation process on the
Proposal.

     The Wisconsin litigation case was dismissed on
July 18, 2013. Please see the court docket attached.

Management’s Discussion and Analysis of Financial

Condition and Results of Operations, page 26

Liquidity and Capital Resources, page 31

2.        Please expand your
discussion of liquidity and capital resources to identify and discuss factors
relevant to providing an understanding of your current and future liquidity and
capital resources, particularly in relation to your financing arrangements. We
note you disclose your financing activities provided net cash of $29.0 million
in 2013 as compared to $8.3 million in 2013. Your disclosure should discuss
expectations regarding your debt levels and servicing abilities as well as your
sources and uses of cash.

Response:

            The net cash inflow from financing
activities mainly consisted of two long term debentures issued in 2013
aggregating $32.73 million, which mature on November 2015 and August 2016 respectively and bear interest rates of 9.5%
-10% per annum. The proceeds were mainly used for ALN’s medium-term (2-3 years)
operational capital requirements. ALN has maintained the debt to assets ratio at
a healthy level of 32.98% as of December 31, 2013(December 31, 2012: 27.82%).

            Management anticipates that ALN existing capital resources and
cash flows from operations and current and expected short-term bank loans will
be adequate to satisfy ALN liquidity requirements and debt service for the
foreseeable future. We will expand our disclosure in future filings to reflect
this information with respect to the year in question as well as 2014 and
periods thereafter.

Form 10-Q for Quarterly Period Ended September 30,
2014

3. Tell us the reason for the increase in inventories since
December 31, 2013.

Response:

            The ending balance of inventories increased by $35.52 million,
from $41.95 million as of December 31 2013 to $77.47 million as of September 30
2014, principally for the reasons set forth below:

1. Acquisition of Athena Group

On February 7, 2014, American Lorain Corporation, through its
indirect wholly owned subsidiary, Junan Hongrun entered into two Share Purchase
Agreements with Intiraimi, a limited liability company organized under the laws
of France and Biobranco II, a company organized under Portuguese law,
respectively, to acquire 51% of the share capital of Athena Group. On June 30,
2014, Junan Hongrun officially completed the acquisition and controlled a total
of 51% of the shares of Athena Group.

As of September 30 2014, the ending balance of the inventory
account of Athena Group was $16.49 million, which is fully consolidated into
American Lorain’s Form 10-Q reporting;

2. Seasonal Factor

The inventory balance of convenience food and frozen foods,
mainly consisted of vegetables and fruits, increased by $21 million, from $4
million as of December 31 2013 to $25 million as of September 30 2014.

The 3rd quarter is the harvest season of most
agricultural products that ALN used in convenience food and frozen food
products. During the period, ALN purchased, processed and stored these
vegetables and fruits for subsequent months sales. In addition, prices of fruit
in China dropped in 2014 while sales order of ALN increased, ALN increased the
inventory level in order to secure an adequate raw material supply and lock in
the price, which complies with the annual operational target.

    The Company acknowledges that the Company is responsible
for the adequacy and accuracy of the disclosure in the filing and 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

            If you have any further comments or require any further
information or if any questions should arise in connection with this submission,
please email me at chensi@usalr.cn and copy our CFO Mr. Johnny Zhou at
johnny.zhou@usalr.cn

Very truly yours,

/s/ Si Chen
Si Chen, Chief
Executive Officer
American Lorain Corporation

    cc:

      Johnny Zhou, Chief Financial Officer, American Lorain
      Corporation
Thomas Wardell, Esq.

      Jeffrey Li, Esq.