SecProbe.io

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Mail Stop 3561
	September 9, 2005

Christopher A. Black
Senior Vice President, Chief Financial Officer
American Commercial Lines Inc.
1701 East Market Street
Jeffersonville, IN 47130

	Re:	American Commercial Lines Inc.
	Amendment No. 1 to Registration Statement on Form S-1
	Filed August 29, 2005
	File No. 333-126696

Dear Mr. Black:

      We have reviewed your amended filing and have the following
comments.  Where indicated, we think you should revise your
document
in response to these comments.  If you disagree, we will consider
your explanation as to why our comment is inapplicable or a
revision
is unnecessary.  Please be as detailed as necessary in your
explanation.  In some of our comments, we may ask you to provide
us
with information so we may better understand your disclosure.
After
reviewing this information, we may raise additional comments.

      We welcome any questions you may have about our comments or
any
other aspect of our review.  Feel free to call us at the telephone
numbers listed at the end of this letter.  Please note that all
page
numbers refer to the courtesy marked copy of the registration
statement.

Prospectus Summary, page 1
1. We note your revisions in response to comment 4 in our letter
dated August 15, 2005.  Your summary, however, still appears
lengthy
and repeats much of the information fully discussed in the
business
section.  Please revise to further condense your summary
disclosure.
Please note that the summary is merely intended to provide a brief
overview of the key aspects of your business and the offering.
See
Instruction to Item 503(a) of Regulation S-K.

Summary Unaudited Pro Forma Condensed Consolidated Financial
Information, page 8

Explanation (i), page 9
2. We note that you have included tabular presentation of your net
adjustment calculation for clarity.  Please include with this
tabular
presentation explanations regarding the calculation of all new or
adjusted interest expense.  The explanation should accompany the
table via footnote and include information such as interest rate,
note balance, and term so that the reader can recalculate these
significant changes.

Summary Historical Consolidated Financial Information, page 13
3. Reference is made to your response to comment 8 in our letter
dated August 15, 2005.  As evidenced by the comments below, we are
not persuaded that the EBITDA amount presented provides useful
information to investors.  Accordingly, we continue to believe
that
you should remove this non-GAAP presentation from your filing.
Please revise or advise.
4. Any presentation of a non-GAAP financial measure should be
accompanied by a statement disclosing the reasons why management
believes that presentation provides useful information to
investors
regarding financial condition or results of operations.  In
addition,
to the extent material, the additional purposes, if any, for which
management uses the non-GAAP financial measure should be disclosed
in
an accompanying statement.  We intend these statements to be clear
and specific to the non-GAAP financial measure used, the
registrant,
the business and industry and the manner in which management
assesses
the non-GAAP financial measure and applies it to management
decisions.  Statements that measures are "useful to analysts" or
to
management and directors such as those provided under Item (g) of
page 13 are not sufficiently substantive and do not provide
adequate
support for your presentation.  Please revise as appropriate.
5. In this regard, you indicate that you consider this non-GAAP
financial measure to be useful because the senior credit facility
contains covenants comparable to that measure. To assist us in
evaluating your response, please provide us with a copy of the
specific covenants to which you refer.  These supplemental
materials
should clearly demonstrate that the bank applies EBITDA as a
performance measure and that they define and compute it as it is
presented in your filing.  We may have further comments upon
review
of your response.
6. Refer to "Other Operating Data."  As you have elected to
disclose
cash flows -from operating activities under this heading, please
balance your presentation by also disclosing cash flows from
investing and financing activities.  In this regard, as cash flows
from operating activities is a GAAP measure and since you consider
EBITDA to be a performance measure rather than a liquidity
measure,
please tell us the purpose of your presentation here.

Risk Factors, page 15
7. We note your response to comment 11 in our letter dated August
15,
2005.  It appears, however, that some of your risk factors still
appear generic and readily transferable to other similarly
situated
businesses.  For example, in response to our comment, you revised
the
risk factor "Changes to domestic or international government..."
on
page 17.  Please further revise to state why you or your industry
is
particularly at material risk when there are changes to domestic
or
international government regulations.  In other words, please
explain
the unique factor(s) about you or your industry that puts you at
material risk when government regulations change and how these
changes "adversely impact" your operations.  We also note the
following risk factors:

* A major accident involving one of our vessels..., page 20;
* Our insurance may be insufficient..., page 20;
* The loss of key personnel, including highly skilled..., page 21;
* We are subject to, and may in the future be subject to..., page
23;
and
* Warranty claims asserted against us in the future..., page 23.

If you elect to retain these or similar risk factors in your
prospectus, you must clearly explain how they specifically or
uniquely apply to your company, industry, offering, etc.  Please
revise accordingly throughout, as appropriate.
8. We note your response to comment 12 in our letter dated August
15,
2005.  It appears, however, that some of your risk factors
continue
to indicate that if the risk materializes, your "business,"
"financial results" or "operations" would be adversely affected.
Please revise to more precisely articulate the specific risk or
consequence that would result from each risk factor.

Management`s Discussion and Analysis of Financial Condition...,
page
35
9. We note your press release, dated September 1, 2005, indicating
that you have sustained only minimal damage and are fully
operational
following Hurricane Katrina.  Please, however, include a
discussion
here describing the outlook of your operations following Hurricane
Katrina, including the impact of any potential increases in fuel
costs.

Overview, page 35
10. You state, on page 37, that the most recent reorganization of
your business was expected to result in an estimated annual
improvement of approximately $30 million in operating income.
Currently and on an ongoing basis, please discuss the extent to
which
you have achieved these anticipated results.  Identify and explain
any significant variances between your actual results and your
original estimates.  Refer, by analogy, to the final interpretive
response to SAB Topic 5-P-4 for guidance.

Revenue, page 42
11. We note the expanded disclosures you have provided under
"Operating Expenses" in response to comment 23 in our letter dated
August 15, 2005.  However, please identify and quantify the impact
of
contract adjustments for fuel price increases in your "Revenue"
discussions as well.  Our comment also applies to the discussions
on
pages 46 and 49 of your document.
12. Where changes in line items are the result of more than one
factor or of offsetting factors, the impact of each individually
significant factor should be quantified to the extent practicable.
Our comment applies to your discussions of both revenues and
expenses.  Please revise.

Contractual Obligations and Commercial Commitments Summary, page
55

Footnotes 5 and 6
13. Please revise these explanations to include the specific
interest
rates and terms used in the calculation of interest expense for
each
of the long term debt obligations included in the table.

Principal and Selling Stockholders, page 113
14. According to the Schedule 13G that was filed on August 5,
2005,
Royal Capital Management LLC, Robert W. Medway and Yale M. Fergang
have reported that they are the beneficial owners of 5% of your
outstanding common stock.  Please reflect this ownership in the
beneficial ownership table or explain why disclosure is not
required.

Underwriting, page 131
15. We note your response to comment 38 in our letter dated August
15, 2005.  After describing Merrill Lynch`s procedures, you stated
that Ms. Kristina Schillinger "[r]eviewed its electronic offering
procedures and that it continues to employ the same procedures as
those reviewed by Ms. Schillinger."  Please confirm that Merrill
Lynch`s procedures were actually approved by Ms. Schillinger, as
opposed to merely reviewed.  You also stated that Ms. Schillinger
"[r]eviewed UBS`s electronic offering procedures without objection
in
the spring of 2001."  Please confirm that UBS employs the same
electronic offering procedures that were cleared by Ms.
Schillinger
in 2001.

Financial Statements

Note 1. Significant Accounting Policies

Revenue Recognition, page F-12
16. We note your added disclosure to comment 41 in our letter
dated
August 15, 2005, but continue to feel that a brief description of
each major type of contract would add clarity to this policy note.
Please revise your revenue recognition policy to individually
discuss
each major contract type and the specific revenue recognition
policy.
For example, specifically explain the timing of revenue
recognition
under "take or pay contracts" in periods where the shipper is not
meeting minimum tonnage requirements and describe how and when the
various rate adjustments under "term" contracts are determined and
recorded.
17. We note, from page 23, that you offer a warranty in connection
with your standard barge manufacturing agreements and that you
maintain reserves against claims on these warranties.  Please
provide
the related disclosures specified in paragraph 14 of FIN 45.
Alternatively, please explain why no additional disclosures are
considered to be necessary.

General
18. Please continue to consider the updating requirements of Rule
3-
12 of Regulation S-X and provide a currently dated consent from
your
independent registered public accounting firm with any future
amendments.

* * * *

      As appropriate, please amend your registration statement in
response to these comments.  You may wish to provide us with
marked
copies of the amendment to expedite our review.  Please furnish a
cover letter with your amendment that keys your responses to our
comments and provides any requested information.  Detailed cover
letters greatly facilitate our review.  Please understand that we
may
have additional comments after reviewing your amendment and
responses
to our comments.

	You may contact Amy Geddes, Staff Accountant, at (202) 551-
3304,
or David Humphrey, Branch Chief, at (202) 551-3211, if you have
questions regarding comments on the financial statements and
related
matters.  Please contact Kurt Murao, Attorney Advisor, at (202)
551-
3338, or David Mittelman, Legal Branch Chief, at (202) 551-3214
with
any other questions you may have.

						Sincerely,

						Max Webb
						Assistant Director

cc: 	Imad Qasim, Esq.
	Sidley Austin Brown & Wood LLP
	Fax: (312) 853-7036

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Christopher A. Black
American Commercial Lines, Inc.
September 9, 2005
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