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   American Lorain Corp.: Corresp - Filed by newsfilecorp.com

American
Lorain Corporation

February 20, 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:
    American Lorain Corporation

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

    Filed March 31, 2014

    Response dated January 16, 2015

    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 January 22, 2015, 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

Management’s Discussion and Analysis of Financial Condition
and Results of Operations, page 26

Liquidity and Capital Resources, page 31

1. We note your response to prior comment 2. The two indentures
that you reference appear to be material contracts that should be filed as
exhibits to the Form 10-K. Amend your Form 10-K to file those documents. Also,
in future filings, please provide investors with a more detailed discussion of
your fundraising efforts, the purposes of such efforts and their impact on your
operating results, capital expenditures, and liquidity. Please provide us with
draft disclosure to be included in your next filing, including a brief
description of the material terms of your debt instruments.

     Response: We
have prepared the amendment 10-K/A with the indenture agreements as exhibits.
Due to the Chinese New Year holiday this week, we are unable to obtain the
consent from our auditor for the 10-K/A to be filed before the submission of
this response. We plan to file the 10-K/A with the agreements before February
27, 2015.

Please see our draft disclosure to be included in our next
filing, including a brief description of the material terms of our debt
instruments as follows:

ALN spends a significant amount of cash on operations,
principally to procure raw materials for our products. In order to fund the
growth of our business and optimize the financial structure and after approval by
Shanghai Stock Exchange and Shenzhen Stock Exchange, two of ALN subsidiaries
issued seven notes through private transactions with investors in an aggregated
amount of RMB 200 million (approximately $32,731,082) in 2013. Since the
issuance, 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%) .

Junan Hongrun Foodstuff Co., Ltd., a subsidiary of ALN, was
approved by Shanghai Stock Exchange to issue up to RMB 100 million
(approximately $16,365,541) Small and Medium Size Enterprise 2013 Private
Placement Notes. Two qualified investors subscribed the full amount in October
and November 2013, respectively. The notes bear an interest rate of 9.5% per
annum with a two-year term.

Beijing Lorain Co., Ltd., a subsidiary of ALN, was approved by
Shenzhen Stock Exchange to issue up to RMB 100 million (approximately
$16,365,541) Small and Medium Size Enterprise 2013 Private Placement Notes. Five
qualified investors subscribed the full amount in August 2013. The notes bear an
interest rate of 10% per annum with a three-year term.

ALN operational capital is mainly from three sources: cash flow
generated from operations, proceeds of short-term and long-term loans from banks
and notes subscribed by Chinese qualified institutional investors. As of
December 31, 2013, debt financing comprises: (i) $29.4 million short term loan
from banks which may be rolled over on an annual basis; (ii) $13.8 million 2-3
year long-term loan from banks; (iii)$45.8 million 2-3 year notes. The mixed
arrangement of financing facilities provides capital resources in both short and
middle term.

ALN’s earnings before taxes and interest were $28.4 in 2013
(2012: $33.5 million). Management believes that proceeds generated from
operations will cover all the interests.

Management anticipates that ALN's existing capital resources
and cash flows from operations and current and expected bank loans will be
adequate to satisfy ALN liquidity requirements and debt service for the
foreseeable future.

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.