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American Commercial Lines Inc.

1701 East Market Street

Jeffersonville, Indiana 47130

September 20, 2005

VIA EDGAR SUBMISSION

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

    Attention:

    Mr. David Humphrey

Ms. Amy Geddes

Mr. David Mittelman

Mr. Kurt Murao

    Re:

    American Commercial Lines Inc.

Form S-1, Amendment No. 3, filed September 19, 2005

SEC File No. 333-126696

Ladies and Gentlemen:

At the request of and pursuant to our discussion with David Humphrey and Amy Geddes yesterday
afternoon, I am writing on behalf of American Commercial Lines Inc. (the “Company”). I describe
below the factors we consider relevant in connection with the valuation of the Company’s grants of
restricted stock and stock options reflected in its 2005 financial statements relative to the
estimated price range of the Company’s initial public offering (the “IPO”).

    I.

    Bankruptcy Court Valuation

As you know, the Company emerged from bankruptcy on January 11, 2005. In connection with such
emergence, the U.S. Bankruptcy Court, Southern District of Indiana, New Albany Division (the
“Bankruptcy Court”) determined that the Company had an enterprise value of $500 million, of which
approximately $100 million was attributable to equity. This value equaled approximately $4.16 per
share (after adjusting for our stock dividend in August 2005). In reaching such determination, the
Bankruptcy Court, among other things, considered appraisals of the Company from two investment
banks. These investment banks, which were retained by the Company and the creditors’ committee,
each assigned an enterprise value of $450 million. After multiple hearings and a series of
briefings, including the receipt of information from one objecting creditor who argued for a higher
valuation, the Bankruptcy Court reached the $500 million valuation. As disclosed in Amendment No.
3 to the Company’s Form S-1 (the “S-1”) in respect of the IPO, Adjusted EBITDA for the year ended
December 31, 2004 was $82.0 million.

In reaching such determination, the Bankruptcy Court was aware that the Company had been for
sale since November 2003. As part of that attempted sale, potential

bidders were contacted and a
data room was established. This sale process and data room remained open through November 2004.
The Company received a number of conditional proposals to acquire different parts of the Company
for a total of estimated gross proceeds between $430 million to $450 million. These amounts do not
include transaction and other expenses and these offers contained various conditions including with
respect to obtaining financing and conducting satisfactory due diligence. No offers at a
comparable level were received for the sale of the business as a whole.

    II.

    Post-Bankruptcy Changes

Since its exit from bankruptcy and following the Bankruptcy Court’s valuation, the Company
began to implement various actions that have resulted in a significant increase in its value, as
reflected in the proposed IPO price range reflected in the S-1. These are described below:

    a.

    New Management

Upon our emergence from bankruptcy, a new Board of Directors was appointed, led by Clayton
Yeutter as Chairman. I joined the Company as President and Chief Executive Officer on January 18,
2005 and immediately began to assemble a new management team consisting of several individuals with
whom I had previously worked at Wabash National Corporation (“Wabash”). Five of the Company’s
seven most senior members of management have joined the Company from Wabash between January and May
of 2005.

Since then, the new Board of Directors and management team have developed a new vision and
strategy for the business. The development of the Company’s new strategy and vision was evidenced
by the difference in the strategy section set forth in the Company’s Registration Statement on Form
S-4 (filed on April 29, 2005 under the new management) for the registration of its outstanding
senior notes and the strategy set forth in the offering memorandum used in the private placement of
these notes (distributed to private investors in December 2004 by the Company’s previous
management). Between May and July 2005, the Company’s new strategy was further articulated,
developed and begun to be put in place, as detailed in the S-1. Because the Company was in a quiet
period due to its pending registrations, the market became aware of this developing vision and
strategy only through those filings.

All grants of restricted stock and stock options received by the Company’s directors and
members of management through March 2005 were valued using the Bankruptcy Court’s determination of
the Company’s enterprise value. The two remaining grants occurred in May 2005 and were valued
based on an arm’s-length, negotiated stock transaction involving approximately one million shares
(as adjusted for the stock dividend distributed in August 2005) of which the Board of Directors
became aware shortly prior to the date of the grants.

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Following is a listing of all grants of restricted stock and stock options by the Company in
2005:

    January 18, 2005

    Clayton Yeutter

    1,500 shares of restricted stock

12,000 stock options

    5 other directors

    1,000 shares of restricted stock each

8,000 stock options each

    January 18, 2005

    Richard L. Huber
Former Interim CEO

    56,076 shares of restricted stock

56,076 stock options

    January 18, 2005

    Mark R. Holden

    56,076 shares of restricted stock

56,076 stock options

    January 18, 2005

    W. Norb Whitlock

    28,038 shares of restricted stock

28,038 stock options

    February 17, 2005

    Paul F. Brotzge

    7,009 stock options

    February 18, 2005

    Lisa L. Fleming

    14,018 shares of restricted stock

14,018 stock options

    February 22, 2005

    Christopher A. Black

    14,018 shares of restricted stock

14,018 stock options

    March 1, 2005

    Nick C. Fletcher

    14,018 shares of restricted stock

14,018 stock options

    March 22, 2005

    Karl D. Kintzele

    14,018 stock options

    May 24, 2005

    Jerry R. Linzey

    14,018 shares of restricted stock

14,018 stock options

    May 24, 2005

    William L. Schmidt

    7,009 stock options

    b.

    Jeffboat

In May 2005, Mr. Jerry Linzey was hired as Senior Vice President, Manufacturing to lead
Jeffboat. In addition, several other management changes were made at Jeffboat. At that time, we
increased the pricing on all new Jeffboat contracts for production beginning in 2007. This new
pricing increases the EBITDA margin on manufacturing contracts from 6% to 15% on expected revenues
of $300 million for 2007. The increase in value from this new pricing is expected to be
approximately $27 million, based on an average 9% EBITDA margin improvement. These assumptions do
not include the impact of planned cost reductions at Jeffboat which have started to be implemented.

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    c.

    Corporate Overhead Reduction

In June 2005, the Company announced a headcount reduction of 115 salaried positions, or 23% of
its corporate workforce. This reduction is expected to result in cost savings of approximately $8
million as indicated in the S-1. In fact, the Company now believes it may realize up to $10
million in gross annual cost savings.

    d.

    Contract Renewals

Contract renewals largely began in August 2005, at an average increase in rates of
approximately 40% over the prior year on a fuel-neutral basis. Approximately $45 million in
revenues have been renewed to this point, accounting for increased EBITDA of approximately $18
million. In addition, we are in the process of renewing contracts involving another $130 million
of projected revenue for 2005 and 2006. We expect that these contracts will renew at higher rates
than those currently in effect.

*       *       *

    III.

    Summary

The currently quantifiable cumulative effect of the above initiatives is conservatively
summarized below. All of the identified initiatives occurred after May 2005. We have not
attempted to assign any value to the full impact of the new vision and strategy of the new Board of
Directors and management team, remaining contract renewals of 2005, or efficiencies that we expect
to achieve through cost reductions at Jeffboat.

    New Jeffboat Pricing

    $
    27,000,000

    Corporate Overhead Reduction

    $
    10,000,000

    Contract Renewals

    $
    18,000,000

    Total EBITDA Improvement

    $
    55,000,000

    Market multiple

    x 6.5

    Total Value Created

    $
    357,500,000

    divided by 23.2 million shares

    New Value Added

    $
    15.41

    Bankruptcy price (adjusted for split)

    4.16

    Current implied stock value

    $
    19.57

    IPO range

    $
    19.00 - $21.00

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*       *       *       *

As you know, the information provided above includes management projections on which our
independent auditor, Ernst & Young LLP, of course is not in a position to give audit level comfort.
However, as you requested, we have reviewed this letter with Ernst & Young and they have indicated
to us that they have no objections thereto. I hope this sufficiently explains why we believe that
the valuation we used in granting stock options and restricted stock is correct. If you have any
questions regarding the foregoing, please contact our counsel, Imad Qasim, at (312) 853-7094.

Very truly yours,

/s/ Mark R. Holden

Mark R. Holden

President and Chief Executive Officer

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