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

AMERICAN LORAIN CORPORATION

October 26, 2010

U.S. Securities and Exchange Commission
Division of
Corporation Finance
100 F. Street, N.E.
Washington, D.C. 20549

    Attention:
    H. Roger Schwall

    Kevin Stertzel

    Re:
    American Lorain Corporation

    Form 10-K for the Fiscal Year Ended
      December 31, 2009

    Form 10-K/A for the Fiscal Year Ended
      December 31, 2009

    Filed April 30, 2010

    File No. 1-34449

Dear Messrs. Schwall and Stertzel:

American Lorain Corporation (the
“Company”) provides the following responses to the comment letter of the Staff
of the Division of Corporation Finance (the “Staff”) of the Securities and
Exchange Commission (the “Commission”), dated as of September 28, 2010,
regarding the Company’s above-referenced Form 10-K. We have incorporated the
Staff’s comments in this response letter below, and the Company’s responses
thereto are set forth after each comment.

Form 10-K for Fiscal Year Ended December 31, 2009

Management’s Discussion and Analysis of Financial Condition
and Results of Operations, page 27

Revenue, page 30

    1.
    Please explain the reasons for the changes in revenue in each of your
      product segments. Discuss the circumstances that drove your sales
      increases and decreases, respectively, during the periods presented. For
      guidance, refer to ‘Management’s Discussion and Analysis of Financial
      Condition and Results of Operations; Certain Investment Company
      Disclosures,” SEC Release No. 34-26831, Part III.D (May 18, 1989).

Response: We respectfully note your comment and the
Company’s response is as follows: Overall, sales are most affected by
fluctuating demand from both domestic (China) and international customers. In
2009, domestic sales contributed approximately 70% of total revenue, while
approximately 30% came from clients outside China. Demand increase and decrease in either market will
affect the Company’s overall revenue, which is primarily impacted by the sales
and marketing efforts described below.

U.S. Securities and Exchange Commission
October 26, 2010

Page 2

Chestnut products comprised the
Company’s core business in 2009. The Company has invested heavily in building up
its domestic distribution network for chestnut products since inception and in
2008 and 2009 continued to add over 2,000 new retail locations to the existing
distribution channels. The increased number of retail points, the change of
product mix towards higher value added products and increased brand recognition
attributable to increased selling and marketing expense in 2009 as disclosed
under the heading “Our Sales and Marketing Efforts” are considered by the
Company to be the main factors resulting in the revenue increase in the chestnut
segment disclosed in the Form 10K.

The convenience food segment is
relatively new compared to the chestnut segment and has experienced
significantly higher relative growth. The Company believes this growth is
primarily attributable to its ability to leverage its established distribution
network for chestnut products to also sell convenience food products to
supermarkets, convenience stores, restaurants and other customers. The Company
also attributes the substantial growth in this segment to its successful
marketing campaign, initiated in 2009, for its convenience food product
portfolio.

Frozen products contributed a stable
revenue stream as a result of stable demand from existing customers.

The Company will include the foregoing
discussion in the Management’s Discussion and Analysis of Financial Condition
and Results of Operation (“MD&A”) section of its future filings.

Financial Statements General

    2.
    We note that a substantial amount of your assets continue to be
      located in China and also note your disclosures regarding currency
      restrictions. It appears you should continue to provide audited
      parent-only condensed financial statements as required by Rule 5-04 of
      Regulation S-X. Otherwise, please explain why you do not believe this
      information is required.

Response: We respectfully note your comment. The Company
has provided the audited parent-only condensed financial statements as of and
for the year ended December 31, 2009 enclosed herewith (Exhibit 1). The Company
will include audited parent-only condensed financial statements in its future
annual reports on Form 10K.

U.S. Securities and Exchange Commission
October 26, 2010

Page 3

Consolidated Balance Sheets, page F-2

    3.
    We note your line item described as “Advance to suppliers.” Please
      provide an accounting policy disclosure related to this balance sheet line
      item.

Response: We respectfully note your comment. The Company
has provided the following description of its “Advance to Suppliers” accounting
policy:

Advance to Suppliers is a good faith deposit paid to the
supplier for the purpose of committing the supplier to provide product promptly
upon delivery of the Company’s purchase order for raw materials, supplies,
equipment, building materials etc. Pursuant to the Company’s arrangements with
its suppliers, this deposit is generally 20% of the total amount contracted for.

This type of transaction is classified as a prepayment category
under the account name “Advance to Suppliers” until such time as the Company’s
purchase order is delivered, at which point this account is reduced by
reclassification of the applicable amount to the appropriate asset account such
as inventory or fixed assets or construction in progress.

The Company will include the foregoing discussion in the
MD&A section of its future filings.

Consolidated Statements of Cash Flows, page F-6

    4.
    We note your line item presented in the Cash Flows from Operating
      Activities section described as “(Increase)/decrease in prepayments.” It
      appears this item relates to your balance sheet line item described as
      “Advance to suppliers.” Please explain why you have classified this item
      in the operating activities section of your statement of cash flows. It
      appears such amounts represent loans to growers of your raw materials.
      Please refer to ASC 230-10-45-13 and explain why you don’t believe these
      amounts represent investing activities.

Response: We respectfully note your comment. As
discussed in the Company’s response to Comment 3 above, the advance is not in
the nature of a loan to the grower of raw materials, but is rather a deposit to
ensure prompt delivery of product upon the Company’s order. The Company believes
this item is properly reflected in the operating activities section of the cash
flows statement.

U.S. Securities and Exchange Commission
October 26, 2010

Page 4

Note 2 - Summary of Significant Accounting Policies

Note (n) — Revenue Recognition, page F-12

    5.
    We note on page 10 of your document that distributors you sell to have
      rights of return for products that do not meet quality standards. We
      further note your disclosure that indicates distributors may earn
      performance based incentives based on sales volumes. Please expand your
      revenue recognition accounting policy disclosure to address your
      accounting for these elements of your sales agreements. In
      addition, please tell us the amounts you have accrued for each financial
      statement year presented for product returns and sales incentives and
      where these amounts are presented on your balance sheet.

Response: We respectfully note your comment. The
Company’s response is as follows:

(a) Product Return Policy

The Company allows its customers to return product for exchange
or reimbursement if there is a product quality problem. Since inception, it is
very rare for product return to happen as a result of the Company’s strict
quality control, and accordingly returns have been de minimus (i.e., less
than $10,000 in 2008 and 2009). Accruals/reserves for such returns are not
reflected in the balance sheets for 2008 and 2009, but will be accounted for at
such time as returns are more than de minimus.

(b) Sales Incentives

The Company’s sales incentives program commenced in the latter
part of 2009, during which time the Company gradually started to switch part of
its domestic sales in China from direct sales to its current third party
distributor sale model. Typically, the distributor would receive an award of
approximately 1% of its sales revenue for achieving the sales target established
at inception of the distribution relationship. Because the third party
distributor sale model began in late 2009 and mostly was used only with small
distributors, revenue generated from this channel was not significant compared
with total domestic sales revenue. Third party distributors contributed only
$8.53 million in new revenue in 2009, and received only approximately $75,000 as
incentive payments from the Company in 2009. The Company believes this amount is
immaterial; it is currently expensed and booked under marketing expenses on the
Statement of Operations.

The Company will modify it accounting policy for the
recognition of revenue going forward. Given the circumstances of how the Company
conducts its incentive program, the Company anticipates it will book the
payments settled in cash as a contract account to Gross Revenue, and include the
amount in its report “Net Revenue”. The Company has considered the guidance in
FASB ASC 605-50 (EITF 01-9) and will account for its sales
incentive program in accordance to this literature.

U.S. Securities and Exchange Commission
October 26, 2010

Page 5

The Company has also considered and performed a materiality
analysis of amounts disclosed in previously filed financial statements. In
accordance with SAB Topic 1M and 1N, in terms both quantitative and qualitative
approaches to determination of materiality, while the Company acknowledges it
may have potentially erroneously booked the incentives as expenses, it believes
that the amount are clearly insignificant and do not warrant any type of
restatement. The error would have no impact to net income for the year ended
December 31, 2009. As indicated above the aggregate amount of $75,000 would only
impact the amounts of reported revenue and expense. The Company points out that
the literature puts particular emphasis on the reported revenue amount as a
valuation benchmark for users of the financial statements; clearly $75,000 on
$146 million of revenue, and $32 million of gross profit, is clearly in
consequential to the analysis of the overall performance of the Company in terms
of revenue, and gross profit.

The Company will add the foregoing information, as applicable,
to its revenue recognition accounting policy disclosure in its future filings.

Note 6 - Related Party Receivable, page F-14

    6.
    We note your disclosure of certain loans to officers of the
      corporation. We further note in Note 5 you have significant amounts of
      loans to employees for purchases of materials. Please provide us with an
      understanding of the business transactions you engage in, such that
      officers and other employees require cash to obtain raw materials. Please
      also confirm to us that your CEO and COO are actively engaged in the
      direct purchase of raw materials for the company.

Response: We respectfully note your comment. The
Company’s response is as follows:

The procurement of raw materials is at all times a very
important operation but is particularly critical during the chestnut harvest
season (which occurs in the 3rd and 4th fiscal quarters)
when every effort has to be made to ensure the acquisition of the raw materials
for the Company’s chestnut segment.

The Company uses every available employee to arrange purchases
with desirable chestnut growers. However, because many of these growers are in
rural farming areas of China where traditional banking and credit arrangements
are difficult to implement, the Company must utilize cash purchases and also
must contract for its future needs by placing a good faith deposit in cash with
the growers. However none of these advances to employees for delivery to the
growers on behalf of the Company are “personal loans” to the employees. (The
funds are not provided for their personal use). The CEO and COO are involved in
planning and supervising the procurement but are never actively engaged in the
direct purchase of raw materials for the Company.

The Company’s disclosures are based on the materiality of
figures and the assumption that if the related parties do not use some or all of
the funds for the provision of raw materials and travel expenses on behalf of the Company, they simply
      return the funds to the Company. The Company will include the foregoing
      clarifications in its future filings.

U.S. Securities and Exchange Commission
October 26, 2010

Page 6

    7.
    We note your disclosure at page F-14 that you make advances to
      executive officers for the purchase of raw materials. Please tell us how
      you have complied with Section 13(k) of the Exchange Act.

Response: We respectfully note your comment. The
Company’s response is as follows:

The advances described in footnote 6 on page F-14 are of the
same nature as the employee advances described above in the response to comment
No. 7. These advances were issued to officers who manage and supervise the
product procurement efforts, which includes assignment of procurement personnel
and delivering to them the cash amount these personnel carry in the rural
farming areas for product purchase and travel expenses on behalf of the Company.
These advances are not personal loans i.e. not for personal use. Accordingly,
the Company does not believe that these product procurement advances are loans
in violation of Section 13(k) of the Exchange Act. The Company will include the
foregoing clarifications in its future filings.

They are reflected as “receivables” because it cannot be
reclassified to either inventory or advances without related evidence.

Note 8 – Property Plant & Equipment, page F-15

    8.
    We note your line item described as “Landscaping, plant, and tree” as
      an element of your property and equipment. We note elsewhere in your
      document on page 7 that you have begun growing your own supplies of
      chestnuts and vegetables. Please expand your accounting policy footnote
      related to property and equipment to include a discussion of your
      accounting for your investment in these assets. Include a discussion of
      the types of costs reflected as assets and. when and how you expect to
      amortize these costs. Refer to ASC 905-360-25-2 and ASC 905-360-35-4 for
      guidance.

Response: We respectfully note your comment. The Company
agrees that “Landscaping, Plant and Tree” is an element of Property and
Equipment and accordingly requires an accounting policy which will be addressed
as follows:

Landscaping, Plant and Chestnut Trees are capitalized according
to policy in terms of the dollar amount. The young trees are usually purchased
as nursery stock and transplanted into the orchard in the desired pattern.
Cultivation costs during the development period, including stakes and vines,
grafting, fertilizer, and labor for pruning and forming are capitalized. Net
proceeds from sales of products before commercial production begins are applied
to the capitalized cost of the plants and trees.

U.S. Securities and Exchange Commission
October 26, 2010

Page 7

When production in commercial quantities begins, the
accumulated costs are depreciated over the estimated useful life of 30 years by
the straight line method. It is expected that production in commercial
quantities will begin in the foreseeable future.

The Company will include the foregoing information in the
accounting policy disclosures of its futur