SecProbe.io

CORRESP
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 filename1.htm

 August 26, 2025

 VIA EDGAR

 United States Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street, N.E.

 Washington, D.C. 20549

 Re: ATN International, Inc.
 Registration Statement on Form S-3 (Registration No. 333-289641)

 Ladies & Gentlemen:

 Pursuant to Rule 461 under the Securities Act of 1933, as amended,
ATN International, Inc. hereby requests acceleration of the effective date of the Registration Statement on Form S-3 (Registration
No. 333-289641) so that the Registration Statement becomes effective at 4:00 P.M., Eastern Time, on August 28, 2025, or
as soon as practicable thereafter.

 ATN INTERNATIONAL, INC.

 By:
 /s/
 Mary Mabey

 Name:
 Mary Mabey

 Title:
 Senior Vice President,
 General Counsel and Secretary

 cc:
 Laurie A. Cerveny, Esq.,
 Morgan , Lewis & Bockius LLP

 Bryan S. Keighery, Esq.,
 Morgan , Lewis & Bockius LLP

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 August 22, 2025

Mary Mabey
Senior Vice President, General Counsel and Secretary
ATN International, Inc.
500 Cummings Center
Beverly, MA 01915

 Re: ATN International, Inc.
 Registration Statement on Form S-3
 Filed August 15, 2025
 File No. 333-289641
Dear Mary Mabey:

 This is to advise you that we have not reviewed and will not review your
registration
statement.

 Please refer to Rules 460 and 461 regarding requests for acceleration.
We remind you
that the company and its management are responsible for the accuracy and
adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action
by the staff.

 Please contact Charli Wilson at 202-551-6388 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Technology
cc: Bryan Keighery
</TEXT>
</DOCUMENT>

July 30, 2024
Carlos Doglioli
Chief Financial Officer
ATN International, Inc.
500 Cummings Center, Suite 2450
Beverly, MA 01915
Re:ATN International, Inc.
Form 10-K for the fiscal year ended December 31, 2023
File No. 001-12593
Dear Carlos Doglioli:
            We have completed our review of your filing. We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Technology

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   500
                                            Cummings Center

Beverly,
MA 01915

1.978.619.1300

www.atni.com

July 29, 2024

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F. Street, N.E.

Washington, D.C. 20549

 Re: ATN International, Inc.

Form 10-K for the fiscal year ended December 31, 2023

File No. 001-12593

To Whom it May Concern:

On behalf of ATN International, Inc. (the
“Company”), we submit this letter in response to comments from the staff (the “Staff”) of the United States Securities
and Exchange Commission (the “Commission”) contained in its letter dated July 17, 2024, relating to the above referenced
Form 10-K for the fiscal year ended December 31, 2023 (the “Form 10-K”).

For the Staff’s convenience, the Staff’s
comments have been stated below in their entirety in bold, followed by the corresponding responses from the Company. Capitalized terms
used but not defined in this letter have the meanings ascribed to such terms in the Form 10-K.

Form 10-K for the fiscal year ended December 31, 2023

Item 9A. Controls and Procedures, page 59.

 1. You disclose that management assessed the effectiveness of your internal
control over financial reporting as of December 31, 2023; however, you do not to include a statement as to whether
or not internal control over financial reporting is effective. Please amend your filing to include this disclosure. Refer to Item 308(a)(3) of
Regulation S-K.

Response:
The Company respectfully acknowledges the Staff’s comment and has amended the Form 10-K to clarify in Item 9A
that management concluded that its internal control over financial reporting was effective at the end of the fiscal year. The Company
inadvertently omitted from the Form 10-K the following statement:

“Based on its assessment, management concluded
that, as of December 31, 2023, our internal control over financial reporting was effective based on those criteria.”

Language included in Item 9A of the Form 10-K
made clear that the effectiveness of the Company’s internal controls over financial reporting was assessed as of December 31,
2023, using the criteria set forth by the Internal Control—Integrated Framework (2013) issued by the Committee of Sponsoring
Organizations of the Treadway Commission (“COSO”). Additionally, the Form 10-K certifications of the Company’s
principal executive officer (Exhibit 31.1) and its principal financial officer (Exhibit 31.2) each state that they have “designed
such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision,
to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external
purposes in accordance with generally accepted accounting principles.”

Without minimizing the appropriateness of promptly
amending the Form 10-K to add the omitted sentence, the Company believes that, based upon the foregoing disclosures included in the
Form 10-K, reasonable users of the Form 10-K would have believed that the required assessment had been completed and that the
internal control was deemed to be effective as of the end of the fiscal year.

* * * *

If you have any questions or comments regarding
these responses or require any additional information, please do not hesitate to contact Mary Mabey, the Company’s General Counsel,
at mmabey@atni.com.

    Regards,

    ATN INTERNATIONAL, INC.

    By:
     /s/ Carlos R. Doglioli

    Name:
    Carlos R. Doglioli

    Title:
    Chief Financial Officer

July 17, 2024
Carlos Doglioli
Chief Financial Officer
ATN International, Inc.
500 Cummings Center, Suite 2450
Beverly, MA 01915
Re:ATN International, Inc.
Form 10-K for the fiscal year ended December 31, 2023
File No. 001-12593
Dear Carlos Doglioli:
            We have limited our review of your filing to the financial statements and related
disclosures and have the following comment.
            Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this letter, we may have additional comments.
Form 10-K for the fiscal year ended December 31, 2023
Item 9A. Controls and Procedures, page 59
1.You disclose that management assessed the effectiveness of your internal control over
financial reporting as of December 31, 2023; however, you do not to include a statement
as to whether or not internal control over financial reporting is effective. Please amend
your filing to include this disclosure. Refer to Item 308(a)(3) of Regulation S-K.

July 17, 2024
Page 2
            In closing, we remind you that the company and its management are responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or
absence of action by the staff.
            Please contact Melissa Kindelan at 202-551-3564 or Christine Dietz at 202-551-3408
with any questions.
Sincerely,
Division of Corporation Finance
Office of Technology

United States securities and exchange commission logo
October 10, 2023
Michael T. Prior
Chief Executive Officer
ATN International, Inc.
500 Cummings Center, Suite 2450
Beverly, MA 01915
Re:ATN International, Inc.
Definitive Proxy Statement on Schedule 14A
Filed April 27, 2023
File No. 001-12593
Dear Michael T. Prior:
            We have completed our review of your filing. We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Disclosure Review Program

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October 6,
2023

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporate Finance

Attn: Alexandra Barone

Re:
     ATN International, Inc.

Definitive Proxy Statement on Schedule
14A

Filed April 27, 2023

File No. 001-12593

To Whom it May Concern:

On behalf of ATN International, Inc. (the
 “Company”), we submit this letter in response to comments from the staff (the “Staff”) of the United States Securities
and Exchange Commission (the “Commission”) contained in its letter dated August 9, 2023, relating to the above referenced
Definitive Proxy Statement on Schedule 14A (the “Proxy Statement”).

For the Staff’s convenience, the Staff’s
comments have been stated below in their entirety in bold, followed by the corresponding responses from the Company. Capitalized terms
used but not defined in this letter have the meanings ascribed to such terms in the Proxy Statement.

Definitive Proxy Statement on Schedule 14A Filed April 27,
2023

Pay Versus Performance Table, Page 57

 1. We note that you have included graphical disclosure
showing the relationship between compensation actually paid and Adjusted EBITDA, your Company-Selected Measure. It appears,
however, that you have not provided the remaining relationship disclosures required by Regulation S-K Item 402(v)(5). Please provide this
required disclosure in its entirety. Although you may provide this information graphically, narratively, or a combination of the two,
this disclosure must be separate from the pay versus performance table required by Regulation S-K Item 402(v)(1) and must provide
a clear description of each separate relationship indicated in Regulation S-K Item 402(v)(5)(i) - (iv). Please note, it is not sufficient
to state that no relationship exists, even if a particular measure is not used in setting compensation.

Response:
The Company confirms that it will provide the additional required relationship disclosures in connection with its Pay Versus
Performance disclosure in the definitive proxy statement on Schedule 14A to be filed in connection with the Company’s 2024 annual
meeting of stockholders (the “2024 Proxy Statement”).

 2. We note the inclusion of charts that show the relationship between compensation actually paid and each
of Revenue and High Speed Data Subscribers, although you do not provide quantified disclosure of those performance measures in the pay
versus performance table. If you choose to include these additional measures in your relationship discussion, please consider also providing
the disclosure about such measures consistent with the disclosure required for the Company-Selected Measures, including a discussion of
how the measure is calculated from your audited financial statements. See Regulation S-K Item 402(v)(2)(vi). Please note that while you
may voluntarily provide supplemental measures of compensation or financial performance, any such additional disclosure must be clearly
identified as supplemental, not misleading, and not presented with greater prominence than the required disclosure.

Response:
The Company acknowledges the Staff’s comment and, if the Company decides to include such supplemental disclosures in the 2024
Proxy Statement, it will (a) provide the disclosure about such measures consistent with the disclosure required for the Company-Selected
Measures, including a discussion of how the measure is calculated from its audited financial statements and (b) ensure that such
additional disclosure is clearly identified as supplemental, is not misleading, and is not presented with greater prominence than the
required disclosure.

 3. Refer to the table on the bottom of page 57
providing calculations pursuant to Regulation S-K Item 402(v)(2)(iii). It is not clear from the column headings which of
the relevant calculations are presented. For example, the column "Year End Equity Value" should clearly indicate that it relates
to equity awards made during the relevant year, if true. Likewise, a calculation representing a "change in value" should clearly
indicate the dates from and to which you are measuring the change. For guidance, refer to Regulation S-K Compliance and Disclosure Interpretations
Questions 128D.03 and 128D.04.

Response:
The Company notes that this information was provided in footnote (c) to the Pay Versus Performance Table in the Proxy Statement.
The Company will include this information in the column headings or via footnote to the Compensation Actually Paid Table to be included
in the 2024 Proxy Statement.

 4. We note footnote (g) to your pay versus performance table states that Russell 2000 Index is your
peer group for purposes of your total shareholder return comparison. This index appears to be a broad equity market index used for purposes
of Regulation S-K Item 201(e)(1)(i) and not the index or issuers used by you for purposes of Regulation S-K Item 201(e)(1)(ii). Please
ensure that your peer group total shareholder return column and related disclosure uses the same index or issuers used for purposes of
Regulation S-K Item 201(e)(1)(ii) or the companies you use as a peer group for purposes of disclosure under Regulation S-K Item 402(b).

Response:
In the 2024 Proxy Statement, the Company will present its peer group total shareholder return column and related disclosure using
the same index or issuers used for purposes of Regulation S-K Item 201(e)(1)(ii) or the companies it has selected as a peer group
for purposes of disclosure under Regulation S-K Item 402(b).

* * * *

If you have any questions or comments regarding
these responses or require any additional information, please do not hesitate to contact Mary Mabey, the Company’s General Counsel,
at mmabey@atni.com.

    Regards,

    ATN INTERNATIONAL, INC.

    By:
    /s/ Michael T. Prior

    Name:
    Michael T. Prior

    Title:
    Chief Executive Officer

United States securities and exchange commission logo
August 9, 2023
Michael T. Prior
Chief Executive Officer
ATN International, Inc.
500 Cummings Center, Suite 2450
Beverly, MA 01915
Re:ATN International, Inc.
Definitive Proxy Statement on Schedule 14A
Filed April 27, 2023
File No. 001-12593
Dear Michael T. Prior:
            We have limited our review of your most recent definitive proxy statement to those issues
we have addressed in our comments. Please respond to these comments by confirming that you
will revise your future proxy disclosures in accordance with the topics discussed below.
Definitive Proxy Statement on Schedule 14A Filed April 27, 2023
Pay Versus Performance Table, page 57
1.We note that you have included graphical disclosure showing the relationship between
compensation actually paid and Adjusted EBITDA, your Company-Selected Measure. It
appears, however, that you have not provided the remaining relationship disclosures
required by Regulation S-K Item 402(v)(5). Please provide this required disclosure in its
entirety. Although you may provide this information graphically, narratively, or a
combination of the two, this disclosure must be separate from the pay versus performance
table required by Regulation S-K Item 402(v)(1) and must provide a clear description of
each separate relationship indicated in Regulation S-K Item 402(v)(5)(i) - (iv). Please
note, it is not sufficient to state that no relationship exists, even if a particular measure is
not used in setting compensation.
2.We note the inclusion of charts that show the relationship between compensation actually
paid and each of Revenue and High Speed Data Subscribers, although you do not provide
quantified disclosure of those performance measures in the pay versus performance table.
If you choose to include these additional measures in your relationship discussion, please
consider also providing the disclosure about such measures consistent with the
disclosure required for the Company-Selected Measures, including a discussion of how
the measure is calculated from your audited financial statements. See Regulation S-K Item

 FirstName LastNameMichael T. Prior
 Comapany NameATN International, Inc.
 August 9, 2023 Page 2
 FirstName LastName
Michael T. Prior
ATN International, Inc.
August 9, 2023
Page 2
402(v)(2)(vi). Please note that while you may voluntarily provide supplemental measures
of compensation or financial performance, any such additional disclosure must be clearly
identified as supplemental, not misleading, and not presented with greater prominence
than the required disclosure.
3.Refer to the table on the bottom of page 57 providing calculations pursuant to Regulation
S-K Item 402(v)(2)(iii). It is not clear from the column headings which of the relevant
calculations are presented. For example, the column "Year End Equity Value" should
clearly indicate that it relates to equity awards made during the relevant year, if true.
Likewise, a calculation representing a "change in value" should clearly indicate the dates
from and to which you are measuring the change. For guidance, refer to Regulation S-K
Compliance and Disclosure Interpretations Questions 128D.03 and 128D.04.
4.We note footnote (g) to your pay versus performance table states that Russell 2000
Index is your peer group for purposes of your total shareholder return comparison. This
index appears to be a broad equity market index used for purposes of Regulation S-K Item
201(e)(1)(i) and not the index or issuers used by you for purposes of Regulation S-K Item
201(e)(1)(ii). Please ensure that your peer group total shareholder return column and
related disclosure uses the same index or issuers used for purposes of Regulation S-K Item
201(e)(1)(ii) or the companies you use as a peer group for purposes of disclosure under
Regulation S-K Item 402(b).
            Please contact Alexandra Barone at 202-551-8816 or Amanda Ravitz at 202-551- 3412
with any questions.
Sincerely,
Division of Corporation Finance
Disclosure Review Program

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August 16, 2022

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

Washington, D.C. 20549

 Re: ATN International, Inc.

Registration Statement on Form S-3 (Registration No. 333-266723)

Ladies & Gentlemen:

Pursuant to Rule 461 under the Securities Act of 1933, as amended,
ATN International, Inc. hereby requests acceleration of the effective date of the Registration Statement on Form S-3 (Registration
No. 333-266723) so that the Registration Statement becomes effective at 4:00 P.M., Eastern Time, on August 18, 2022, or
as soon as practicable thereafter.

ATN INTERNATIONAL, INC.

    By:
           /s/ Mary Mabey

    Name:
    Mary Mabey

    Title:
    Senior Vice President, General
    Counsel and Secretary

cc: Laurie
A. Cerveny, Esq., Morgan, Lewis & Bockius LLP

 Bryan S. Keighery, Esq., Morgan, Lewis & Bockius LLP

United States securities and exchange commission logo
August 15, 2022
Mary Mabey
General Counsel
ATN International, Inc.
500 Cummings Center
Beverly, Massachusetts 01915
Re:ATN International, Inc.
Registration Statement on Form S-3
Filed August 9, 2022
File No. 333-266723
Dear Ms. Mabey:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rule 461 regarding requests for acceleration.  We remind you that the
company and its management are responsible for the accuracy and adequacy of their disclosures,
notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Alexandra Barone, Staff Attorney, at (202) 551-8816 or Joshua
Shainess, Legal Branch Chief, at (202) 551-7951with any questions.
Sincerely,
Division of Corporation Finance
Office of Technology

Dece mber  20, 2013

Via E -mail
Mr. Justin D. Benincasa
Chief Financial Officer
Atlantic Tele -Network , Inc.
600 Cummings Center
Beverly, MA

Re: Atlantic Tele -Network,  Inc.
Form 10-K for the Year Ended December  31, 2012
Filed March 18 , 2013
File No. 00 1-12593

Dear Mr. Justin :

We have completed our review of your filing.  We remind you that our comments or
changes to disclosure in response to our comments do not foreclose the Commission from taking
any action with respect to the company or 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.  We u rge all persons who are responsible for the
accuracy and adequacy of the disclosure in the filing to be certain that the filing includes the
information the Securities Exchange Act of 1934 and all applicable rules require.

Sincerely,

 /s/ Terry French for

Larry Spirgel
Assistant Director

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December 9, 2013

BY EDGAR SUBMISSION

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C.  20549

Attn:  Larry Spirgel, Assistant Director

Re:

Atlantic Tele-Network, Inc.

Form 10-K for the fiscal year ended December 31,   2012

Filed March 18, 2013

File #1-12593

Dear Mr. Spirgel:

On behalf of Atlantic Tele-Network, Inc. (“ATN” or the “Company”), please find below responses to the comments provided to ATN by the staff of the Commission (the “Staff”) in a letter dated November 25, 2013 (the “Letter”) relating to ATN’s Form 10-K for the year ended December 31, 2012.  For your convenience, the Company has restated the Staff’s comments and has inserted the Company’s responses below.

1. Results of Operations, page 39

We note your disclosure on page 42, which states that, “Termination and access fees decreased by $48.8 million, or 24%, from $204.6 million for the year ended December 31, 2011 to $155.8 million for the year ended December 31, 2012.  The decrease was primarily the result of a reduction in roaming expenses, decreased customer bad debt expense, and the elimination of duplicate costs from the Alltel Transition in our U.S. Wireless segment.  These decreases were partially offset by an increase in data usage volume which increases “backhaul” costs as well as an increase in circuit costs within our U.S. Wireline segment as our network continues to expand.”  When more than one factor is the cause of a fluctuation in a material line item, please quantify each significant factor that affected the change.

RESPONSE

In future filings, the Company will separately quantify the individual impact of each significant factor that causes a fluctuation in material line items.  Set forth below, for illustrative purposes, is a sample revised disclosure:

Termination and access fees decreased by $48.8 million, or 24%, from $204.6 million for the year ended December 31, 2011 to $155.8 million for the year ended December 31, 2012.  The decrease was primarily the result of a reduction in roaming expenses of $51.4 million, decreased customer bad debt expense of $0.5 million, and the elimination of duplicate costs from the Alltel Transition of $1.2 million in our U.S. Wireless segment.  These decreases were partially offset by an increase in data usage volume which increases “backhaul” costs of $3.9 million as well as an increase in circuit costs of $1.7 million within our U.S. Wireline segment as our network continues to expand.

600 Cummings Center, Beverly, MA 01915 · 978.619.1300 · Fax: 978.922.0079 · www.atni.com

2.  Summary of Significant Accounting Policies, page F-9

You disclose on pages 38-41 that you received several different types of grants from different sources.  Please disclose your accounting policy for the various types of grants and/or stimulus received from government agencies.

RESPONSE

The Company has received or is eligible to receive grants from several government agencies.  The three types of grants are as follows:

a.              Stimulus grants (“Stimulus”) from the U.S. Government under provisions of the American Recovery and Reinvestment Act of 2009 intended to stimulate the deployment of broadband infrastructure and services to rural, unserved and underserved areas.

b.              Universal Service Fund program (“USF”) from the Federal Communications Commission to support carriers seeking to offer telecommunications services in high-cost areas and to low-income households.

c.               Mobility Fund grants (“Mobility”) from the Federal Communications Commission to support wireless coverage in underserved geographic areas in the United States.

Through December 31, 2012 the Company has received funding under the Stimulus and USF grants.  In future filings, the Company will enhance the disclosure of its accounting policies for these types of grants received from government agencies.  Set forth below, for illustrative purposes, is a sample of such disclosure:

The Company has received funding from the U.S. Government and its agencies under Stimulus and Universal Service Fund programs. These are generally designed to fund telecommunications infrastructure expansion into rural or underserved areas of the United States. The fund programs are evaluated to determine if they represent funding related to capital expenditures (capital grants) or operating activities (income grants).

Funding received from Stimulus programs is on a cost-reimbursement basis for capital expenditures incurred by the Company to expand its network and is considered a capital grant.  Accordingly, reimbursements for eligible expenditures under the Stimulus programs are recorded as a reduction to Property, Plant and Equipment on the Company’s consolidated balance sheets, an investing cash inflow and a future reduction in depreciation expense in the consolidated income statements.  The depreciable period for the grant is commensurate with the related assets which typically range from 5 to 20 years.  As of December 31, 2012, the Company has spent $56.2 million in capital expenditures of which $41.8 million has been or will be funded by the Stimulus programs.

Funding received from Universal Service Fund programs is received over time for operating the Company’s network in certain rural geographical areas and is considered an income grant. Accordingly, such funding is recognized as operating cash inflows. Once services are provided, revenue is recognized in the Company’s consolidated income statements. During the year ended December 31, 2012, the Company received approximately $9.9 million from the Universal Service Fund programs to support our U.S. wireless businesses relating to high-cost areas.

2

Compliance with grant requirements is reviewed at each balance date to ensure that conditions related to grants have been met and there is reasonable assurance that the Company will be able to retain the grant proceeds and to ensure that any contingencies that may arise from not meeting the conditions are appropriately recognized.

The Company did not receive funding for the Mobility grants until the latter half of 2013.  An accounting policy for these grants will be disclosed in the Company’s Form 10-K for the year ended December 31, 2013.

In response to the Staff’s request, the Company acknowledges that:

·                  the Company is responsible for the adequacy and accuracy of the disclosure in the filing;

·                  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.

Please contact me at (978) 619-1300 ext. 404 in the event that you have any additional questions.

Best   Regards,

ATLANTIC   TELE-NETWORK, INC.

By:

/s/   Justin D. Benincasa

Name:

Justin   D. Benincasa

Title:

Chief   Financial Officer and Treasurer

cc:    Michael T. Prior, Chief Executive Officer

3

November  25, 2013

Via E -mail
Mr. Justin D. Benincasa
Chief Financial Officer
Atlantic Tele -Network , Inc.
600 Cummings Center
Beverly, MA

Re: Atlantic Tele -Network,  Inc.
Form 10-K for the Year Ended December  31, 2012
Filed March 18 , 2013
File No. 00 1-12593

Dear Mr. Justin :

 We have reviewed your filing and have the following comments.  We have limited our
review to only your financial statements and related disclosures and do not intend to expand our
review to other portions of your documents.  Please comply with the following comments in
future filings.  Confirm in writing that you will do so and explain to us how you intend to
comply.  In some of our comments, we may ask you to provide us with information so we may
better understand your disclosure.

Please respond to this letter within ten business days by providing the requested
information  or by advising us when you will provide the requested response.   If you do not
believ e our comment s apply to your facts and circumstances, please tell us why in your response.

After reviewing the information you provide in response to these comment s, we may
have  additional comments.

Form 10-K for the Year Ended December  31, 2012

Results of Operations, page 39

1. We note your disclosure on page 42, which states that, “Termination and access fees
decreased by $48.8  million, or 24% from $204.6  million for the year ended December  31,
2011 to $155.8  million for the year ended December  31, 2012. The decrease was
primarily the result of a reduction in roaming expenses, decreased customer bad debt
expense, and the elimination of duplicate costs from the Alltel Transition in our U.S.
Wireless segment. These decreases were partially offset by an increase in data usage

Mr. Benincasa
Atlantic Tele -Network , Inc.
November  25, 2013
Page 2

 volume which increases "backhaul" costs as well as an increase in circuit costs within our
U.S. Wireline segment as our network continues to expand.”  When more than one factor
is the cause of a fluctuation in a material line item , please quantify each significant  factor
that affected the  change .
Comment OK. IL

2.  Summary of Significant Accounting Policies, page F -9

2. You disclose on pages 38 -41 that you receive d several different types of grants from
different sources.  Please di sclose your accounting policy for the various types of grants
and/or stimulus received from government agencies.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules require.   Since the compa ny and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

            In responding to our comments, please provide  a written statement from the company
acknowledging that:

 the company is responsible for the adequacy and accuracy of the disclosure in the filing;

 staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action wi th 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.

You may contact Inessa Kessman , Senior Staff Accounta nt, at 202-551-3371 or Ivette
Leon , Assistant Chief Accountant , at 202-551-3351 if you have questions regarding comments
on the financial statements and related matters.  Please contact me at  202-551-3810  with any
other questions.

Sincerely,

 /s/ Terry French for

Larry Spirgel
Assistant Director

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

       DIVISION OF
CORPORATION FINANCE

Mail Stop 3720
          October 28, 2010
  Mr. Justin D. Benincasa Chief Financial Officer
Atlantic Tele-Network, Inc. 10 Derby Square Salem, MA 01970
 Re: Atlantic Tele-Network, Inc.
Form 10-K for the fiscal year ended December 31, 2009 Filed March 16, 2010 File No. 1-12593

Dear Mr. Benincasa:

We have completed our review of your Form 10-K and related filings and have no further
comments at this time.
         S i n c e r e l y ,

        / s / L a r r y  S p i r g e l
        A s s i s t a n t  D i r e c t o r

CORRESP
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  October 13,
  2010

BY
EDGAR SUBMISSION

Securities
and Exchange Commission

Division
of Corporate Finance

450
Fifth Street, N.W.

Washington,
D.C.  20549-0308

Attn:  Larry Spirgel, Assistant Director

  Re:

  Atlantic
  Tele-Network, Inc.

  Form 10-K
  for the fiscal year ended December 31, 2009

  Filed
  March 16, 2010

  File
  #1-12593

Dear Mr. Spirgel:

On behalf of Atlantic
Tele-Network, Inc. (“ATN” or the “Company”), please find below responses
to the comments provided to ATN by the staff of the Commission (the “Staff”) in
a letter dated September 28, 2010 (the “Letter”) relating to ATN’s
Form 10-K for the year ended December 31, 2009 and Form 10-Q for
the period ended June 30, 2010.  For
your convenience, the Company has restated the Staff’s comments and has
inserted the Company’s responses below.

Form 10-K for the year ended December 31,
2009

Item 7 — Management’s Discussion and
Analysis of Financial Condition and Results of Operations

Critical Accounting Estimates, page 58

1.              We note your disclosure that to assess
recoverability of the value of your FCC licenses you use the market approach.
Tell us why you believe the market approach is an appropriate methodology to
value the FCC licenses in view of the limited number of transactions, the
differences in the spectrum bands, permitted uses, propagation characteristics,
competition, geographic and demographic markets, among others.  Further tell us whether the fair value
determined under the market approach would be materially different from the
fair value determined under the Greenfield Cash Flow Valuation Model (the “Greenfield
Model”).

600
Cummings Center  · Beverly, MA 01915 · 978.619.1300 · Fax: 978.922.0079 · www.atni.com

RESPONSE

We did employ the market approach
for performing our December 31, 2009 impairment tests for our FCC licenses
(the “Licenses”).  We believe the market
dynamics impacting a fair value assessment such as competition, demographics
and geography can often be better captured by market-based approaches.  At the time of the December 31, 2009
impairment analysis, the auction of 700 MHz FCC licenses (completed in 2008),
provided the most comparable, observable and arms-length prices which we judged
to be appropriate in determining the fair value of our Licenses at that date.  In terms of propagation characteristics and
permitted uses, we believe that the licenses for the 700 MHz band are
substantially similar to our licenses, the majority of which reside in the 850
MHz band.  With regard to issues such as
competition, demographics and geography, the auction provided a recent national
database of fair value transactions which take into account those factors and
represents the judgment of market participants as to the current highest and
best use of comparable FCC licenses on a market by market basis.  We also considered that these wireless
spectrum license auctions continued to be relevant transactions for our 2009
impairment test since the trends in market pricing for wireless spectrum has
continued to increase for wireless spectrum auctions over the last seven to
nine years including increased pricing in the auctions of 700 MHz licenses
cited above.  We also noted that the
value of wireless spectrum continues to increase due to increased demands for
wireless services such as voice and data, which require greater amounts of
wireless spectrum.  These trends are
expected to continue for the foreseeable future thereby increasing the value of
the wireless spectrum relative to historical prices.  Further, the Company has generally
experienced strong financial performance in the locations where we hold these
Licenses.  While this performance is
attributable to a number of factors, we attribute a portion of the resulting
increase in value of the Company to accrue to the Licenses as well.

We would also note that the results
of our impairment test yielded fair values which exceeded our carrying value of
the Licenses by a significant margin.
Based on these results, the estimated fair value of the Licenses
exceeded the carrying values on our books by approximately $48 million, or
137%.   As a result of this significant
margin between the estimated fair values compared to the carrying value of the
Licenses, we would not expect that had the Greenfield Model been used, the
results would have indicated any impairment to the carrying value of the
Licenses as of December 31, 2009.

Form 10-Q for the period ended June 30,
2010

Note 4 — Acquisitions, page 9

2.              We note that you have recorded the net gain
on bargain purchase in the amount of approximately $27 million. In order for us
to better understand about the amount of the recorded bargain gain, please tell
us in sufficient detail, the valuation methodologies used to value each of the
assets acquired.

·                  Please tell us how you fair valued the property,
plant and equipment, and each of the identifiable intangible assets, i.e., the
licenses, trade name and customer relationships.

2

RESPONSE

We engaged a leading independent
third party valuation provider (the “Valuation Provider”) to perform the
purchase price allocation valuation work associated with our acquisition of
certain former Alltel wireless properties from Verizon Wireless (the “ATN-VzW
Transaction”).  We estimated the fair
value of all the acquired assets and liabilities and non-controlling interests
acquired with the ATN-VzW Transaction in accordance with ASC 805, Business Combinations, ASC 820, Fair Value
Measurements, and all other applicable accounting standards.

We employed variants of the cost
approach to estimate the fair value of the acquired property, plant and
equipment (the “PP&E”).  The Physical
Appraisal Method, which bases the estimated fair value of the PP&E on the
estimated new replacement cost for similar equipment, was primarily used in
this valuation.

The estimated fair value of the
acquired prepaid and postpaid customer relationships were determined separately
using the Expected Earnings Approach, a variant of the income approach, whereby
the expected after-tax cash flows of the customer relationships were isolated
from the entire business enterprise’s expected cash flows, incorporating
expected customer attrition rates and discounting at rates commensurate with
the risk of the assets.

The estimated fair value of the
acquired telecommunication licenses was determined using a Greenfield Model, a
variant of the income approach, and was corroborated with a market approach
analysis.  Given the further passage of
time between the 2008 spectrum auction referenced earlier and the 2010
transaction date of the ATN-VzW Transaction, we believed that using the
Greenfield Model as the primary basis for establishing the estimated fair value
of the FCC licenses was appropriate.

The trade name intangible asset was
valued using a variant of the income approach, known as the Relief from Royalty
Method, which assumes that a user of the trademarks would have to enter into a
hypothetical royalty arrangement to utilize the trademarks as if they did not
have the legal right to them.  This hypothetical
royalty discounted cash flow stream formed the basis for the estimate of the
acquisition date fair value of the trade name asset.

·                  Specifically tell us about the valuation
methodology used to value the licenses and describe the method you used to
isolate the cash flows associated with the intangible asset.

RESPONSE

As described above, the Greenfield
Model, a variant of the income approach, was used to estimate the fair value of
the acquired telecommunications licenses in the ATN-VzW Transaction.  The Greenfield Model assumes the licenses are
the only assets held by a start-up enterprise.
Other assets, such as fixed assets, customer contracts, etc. must
then be obtained or developed in order to commence operations.   Revenues and cash flows are projected net of
those estimated start-up costs in order to estimate the fair value of the
license.

3

We also calculated the estimated
fair value of the licenses using a market approach, utilizing the 2008 spectrum
auction.  There was an immaterial
difference between the estimated fair value of the telecommunication licenses
as calculated under the Greenfield and market approaches.

·                  Tell us if there is any likely hood of the
Company revising or eliminated the bargain purchase gain in future.

RESPONSE

At this time, we are not aware of,
nor do we expect any circumstances to arise, which would require us to revise
or eliminate the bargain purchase gain in the future.  As noted in our filings with the Commission,
the gain was a result of a bargain purchase generated by the forced divesture
of the assets that was required to be completed by Verizon Wireless within a
required timeframe to a limited class of potential buyers that resulted in a
favorable price to the Company for these assets.  Before recording the bargain purchase gain,
in accordance with paragraph 4 of ASC 805-30-25, we reassessed whether all of
the assets acquired and all of the liabilities assumed had been correctly
identified, and that we had recognized the appropriate acquired assets and
liabilities.  In this regard, we engaged
the Valuation Provider to assist in the purchase price allocation and valuation
process.

In response to the Staff’s request,
the Company acknowledges that:

·                  the Company is responsible for the adequacy and accuracy of
the disclosure in the filing;

·                  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.

Please contact me at (978) 619-1300
ext. 404 in the event that you have any additional questions.

  Best Regards,

  ATLANTIC TELE-NETWORK, INC.

  By:

  /s/ Justin D. Benincasa

  Name:

  Justin D. Benincasa

  Title:

  Chief Financial Officer and
  Treasurer

cc:  Michael T. Prior, Chief Executive Officer

Matthew
J. Gardella, Edwards Angell Palmer & Dodge, LLP

4

September 28, 2010

Justin D. Benincasa,
Chief Financial Officer and Treasurer Atlantic Tel-Network, Inc 10 Derby Square Salem, MA 01970

Re: Atlantic Tel-Network, Inc.
Form 10-K for the fiscal year ended December 31, 2009
Filed March 16, 2010 File No. 1-12593

Dear Mr. Benincasa:

 We have reviewed your filing and have the following comments.  Please provide us with
the requested information so we may better understand your disclosure.

Please respond to this letter within te n business days by providing the requested
information or by advising us when you will provide the requested response.  If you do not believe our comments apply to your facts and circum stances, please tell us w hy in your response.
 After reviewing the information you provide in response to these comments, we may
have additional comments.
Form 10-K for the year ended December 31, 2009

Item 7 – Management’s Discussion and Analysis of Financial Condition and Results of
Operations
 Critical Accounting Estimates, page 58

 1. We note your disclosure that to assess rec overability of the value of your FCC licenses
you use the market approach.  Tell us why you believe the market approach is an
appropriate methodology to value the FCC licen ses in view of the limited number of
transactions, the differences in the s
pectrum bands, permitted uses, propagation
characteristics, competition, geographic and demographic markets, among others.  Further tell
us whether the fair value determined under the market approach would be materially
different from the fair value determined  under the Greenfield Cash Flow Valuation
Model (“Greenfield Model”).

Justin D. Benincasa, CFO and Treasurer Atlantic Tel-Network, Inc
September 28, 2010 Page 2    Form 10-Q for the period ended June 30, 2010

 Note 4- Acquisitions, page 9

 2. We note that you have recorded the net ga in on bargain purchase in the amount of
approximately $27 million.  In order for us to better understand about the amount of the recorded bargain gain, please tell us in suffi cient detail, the valuation methodologies used
to value each of the assets acquired.

• Please tell us how you fair valued the property, plant and equipment, and each of the
identifiable intangible assets, i.e., the licen ses, trade name and customer relationships.

• Specifically tell us about th e valuation methodology used to value the licenses and
describe
the method you used to isolate the cash flows associated with the intangible
asset.
 • Tell us if there is any likely hood of the Co mpany revising or eliminating the bargain
purchase gain in future.

Your response should specifi cally address paragraph 4 of  ASC 805-30-25. We may have
further comments after re view of your response.

Please file all correspondence over EDGAR.  We urge all persons who are responsible
for the accuracy and adequacy of the disclosure in  the filing to be certain  that the filing includes
the information the Securities Exchange Act of 1934 and all applicable Exchange Act rules
require.  Since the company and its management are in possession of a ll facts relating to a
company’s disclosure, they are responsible for the accuracy and adequacy of  the disclosures they
have made.                In responding to our comments, please provide a written statement from the company
acknowledging that:
• the company is responsible for the adequacy and accuracy of the disclo sure in the filing;

• 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 federa l securities laws of  the United States.

  Justin D. Benincasa, CFO and Treasurer Atlantic Tel-Network, Inc
September 28, 2010 Page 3
 You may contact Christine Adams, Staff Accountant, at (202) 551-3363 or Ivette Leon,
Assistant Chief Accountant, at  (202) 551-3351 if you have questi ons regarding comments on the
financial statements and related matters.  Plea se contact Brandon Hill at (202) 551-3268 or me at
(202) 551-3810 with any other questions.
Sincerely,

Larry Spirgel Assistant Director

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

       DIVISION OF
CORPORATION FINANCE

 Mail Stop 3720           March 6, 2009  Mr. Michael T. Prior President and Chief Executive Officer Atlantic Tele-Network, Inc.  10 Derby Square  Salem, Massachusetts  01970
 RE: Atlantic Tele-Network, Inc.
Form 10-K for the year ended December 31, 2007
  Filed March 17, 2008   File No. 001-12593

 Dear Mr. Prior:
We have completed our review of your Form 10-K and have no further comments
at this time.

Sincerely,

        L a r r y  S p i r g e l          A s s i s t a n t  D i r e c t o r     Cc: Matthew J. Gardella, Esq.       Edwards Angell Palmer & Dodge LLP       Via Facsimile: (617) 227-4420

CORRESP
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filename1.htm

ATLANTIC TELE-NETWORK

10 Derby Square

Salem, MA 01970

  March 2,
  2009

BY EDGAR SUBMISSION

Securities
and Exchange Commission

100
F Street, N.E.

Mail
Stop 3720

Washington,
D.C. 20549

Attention:  Kathleen Krebs, Esq.

Reid Hopper, Esq.

RE:         Atlantic Tele-Network, Inc. (the “Company”)

Form 10-K for the year ended December 31, 2007

Filed March 17, 2008

File No. 001-12593

Ladies
and Gentlemen:

On behalf of
Atlantic Tele-Network, Inc. (the “Company”), we would like to thank
you for discussing the Company’s responses to Staff Comments Nos. 2 and 5, as
set forth on the Company’s letter dated January 21, 2009 (the “Company
Response Letter”).

As we discussed
on February 19, 2009, the Company will in future proxy statements further
emphasize the subjective, discretionary and non-formulaic nature of the Company’s
compensation policies and decisions with respect to its named executive
officers (the “NEOs”), as described in the Company’s proxy statement
dated April 22, 2008 (the “Proxy Statement”).

In this
connection, we acknowledge the Staff’s comment that the statement on page 25
of the Proxy Statement regarding the assignment of a weighing of
pre-established performance goals for the Chief Executive Officer and Chief
Financial Officer may in isolation appear inconsistent with the body of the
disclosure emphasizing the subjective, discretionary and non-formulaic nature
of the Company’s compensation policies and decisions (several excerpts of which
were reproduced in the Company Response Letter).  We wish to confirm with you that,
notwithstanding this individual statement, the Compensation Committee in fact made
its compensatory decisions for the Chief Executive Officer and Chief Financial
Officer in a highly discretionary, subjective and non-formulaic manner, as we
we discussed on the call.  In future
filings, we will redouble our efforts to avoid any individual statements that
might appear in isolation (or without further explanation) to be inconsistent
with this general theme and how our Compensation Committee actually makes
compensatory decisions with respect to the NEOs.

We appreciate the
Staff’s comments in assisting us to comply with our disclosure obligations and
our efforts to provide information to investors in a manner that is as clear
and helpful as we can make it be.

If you have
any questions, please contact me at (978) 619-1300 ext. 401.

  Very truly yours,

  /s/ Michael T. Prior

  Michael T. Prior

  President and Chief Executive Officer

cc:   Justin
D. Benincasa

Douglas
J. Minster

Atlantic Tele-Network, Inc.

Matthew
J. Gardella

Edwards Angell Palmer & Dodge LLP

2

CORRESP
1
filename1.htm

ATLANTIC TELE-NETWORK

10 Derby Square

Salem, MA 01970

January 21, 2009

BY EDGAR SUBMISSION

Securities and
Exchange Commission

100
F Street, N.E.

Mail
Stop 3720

Washington,
D.C. 20549

Attention:  Larry Spirgel, Esq.

  RE:

  Atlantic Tele-Network, Inc.

  Form 10-K for the year ended
  December 31, 2007

  Filed March 17, 2008

  File No. 001-12593

Ladies
and Gentlemen:

On behalf of
Atlantic Tele-Network, Inc. (“ATN” or the “Company”), please find below
responses to the comments provided to ATN by the staff of the Commission (the “Staff”)
in a letter dated December 18, 2008 (the “Letter”) relating to ATN’s Form 10-K
for the year ended December 31, 2007 (the “2007 Form 10-K”).  The responses are keyed to the numbering of
the comments in the Letter and appear following the comments which are restated
below in italics.

Form 10-K for the year ended December 31,
2007

Front Cover Page

1.              In future filings,
please revise your disclosure to reflect your correct Commission File Number.
The correct file number is 001-12593.

RESPONSE

ATN confirms
that it will make sure that all future filings bear reference to its correct
Commission File No. 001-12593.

Definitive Proxy Statement Incorporated By
Reference Into Part III of Form 10-K

Elements of Compensation. page 23

Annual Cash Bonus, page 24

  2.

  We note that annual cash bonus awards are tied to
  the achievement of specified company, stock price and individual performance
  goals. In future filings, please disclose, for each named executive officer,
  the performance goals and weight given to the achievement of the performance
  goals. In addition, disclose the performance targets and threshold levels for
  the goals. See Regulation S-K Item 402(b)(v), (vi) and (vii). If you
  believe that such disclosure is not required because it would result in
  competitive harm such that you may omit this information under Instruction 4
  to Item 402(b) of Regulation S-K, please provide in your response letter
  a detailed explanation of such conclusion. If you believe you have a sufficient
  basis to keep the information confidential, disclose in future filings how
  difficult it would be for the executive or how likely it would be for you to
  achieve the undisclosed performance goal. Please note that general statements
  regarding the level of difficulty or ease associated with achieving the goals
  are not sufficient. In discussing how difficult it will be for an executive
  or how likely it will be for you to achieve the performance goals, provide as
  much detail as necessary without providing information that would result in
  competitive harm. For further guidance, please refer to Question 118.04 in
  our Regulation S-K Compliance and Disclosure Interpretations, available on
  our website at www.sec.gov/divisions/corpfin/guidance/regs-kinterp.htm.

RESPONSE

The
Company respectfully believes that the disclosure of specific performance goals
(i.e., specific targets or threshold
levels) is not required because it is not material to an investor’s
understanding of the Company’s executive compensation policies and decisions,
given the particular way in which the Company uses performance goals.  In reaching this conclusion, we have
considered, among other things, the analysis in Question 118.04 of the Staff’s
Compliance and Disclosure Interpretations relating to Regulation S-K.  As called for by Question 118.04, we have
made a good faith analysis of our particular facts and circumstances to
determine the threshold question as to whether disclosure of our specific
pre-established performance goals are material and have concluded that they are
not material for the reasons below.  As
we explain in greater detail below, we reach this conclusion because of the
following: (1) we do not use performance against individual goals in a
mathematic or rigid way with clear values assigned, but rather as one indicator
of performance to be assessed subjectively by the Committee and the CEO (where
appropriate), (2) the pre-established goals are only one factor considered
in an officer’s cash bonus, with a subjective assessment of the officer’s “general
performance” being of equal or greater importance and (3) the amount of
annual compensation that is even loosely related to pre-established performance
goals is not material in relation to overall executive compensation.

As
described in the Proxy Statement, the Compensation Committee has a highly
discretionary and subjective process for determining the payout of annual cash
bonuses to executive officers.

2

The
Compensation Committee uses pre-established performance goals only as “reference
points” or indicative objectives.
Compensation is not paid out formulaically based on the achievement of
these goals.  Indeed, the Compensation
Committee is free to change the performance goal during the year and is free at
the end of the year “to determine the extent to which bonuses will be paid or
not, regardless of whether the pre-established criteria are fully achieved,
partially achieved or not at all.”

Further,
in addition to pre-established performance goals, the other main factor for determining
the extent to which an executive officer is paid an annual cash bonus is a
general performance assessment, which (i) is not based on pre-established
performance criteria, (ii) is highly subjective and (iii) can be more
outcome determinative (especially in the case of the executive officers other
the Chief Executive Officer and Chief Financial Officer) than the
pre-established performance goals, as described in the Proxy Statement:

“This ‘general performance’
assessment is the other main factor considered by the Compensation Committee
and the Board in determining the level of bonuses.  At the end of the year, the Compensation
Committee and the Board consider the importance of an executive officer’s performance
against the pre-set goals as compared to his other achievements or failures and
his general performance and may find that the latter items substantially or
even completely outweigh his performance against the pre-set goals.”

The
context in which pre-established performance goals are used as part of the
Company’s executive compensation policies and decisions is described in detail
in the Proxy Statement and is consistent with our conclusion that the
disclosure of specific targets or threshold levels would not be material to
investors.  We call your attention to the
following statements:

  ·

  “A core principle of our compensation
  philosophy is that we believe a successful compensation program requires the
  application of judgment and subjective determinations of individual performance.”

  ·

  “We do not apply a formulaic or
  mathematical approach to executive compensation. Our Compensation Committee
  retains discretion to apply its judgment to adjust and align each individual
  element of our compensation program with the broader objectives of our
  compensation program and the overall performance and condition of our company
  at the time final compensation decisions are made.”

  ·

  “We believe that combining
  performance-based goals with the flexibility of the Compensation Committee
  and the Board to vary the importance of performance against those goals, make
  subjective assessments of performance against individual performance

3

  goals, vary company and individual
  performance goals, if it deems appropriate, and adjust executive compensation
  to suit our business circumstances makes us more adaptive as a company and
  more able to recognize the contributions of our executive officers to the
  achievement of our business objectives.”

  ·

  “The Compensation Committee and the Board
  always have discretion to determine the extent to which bonuses will be paid
  or not, regardless of whether the pre-established criteria are fully
  achieved, partially achieved or not achieved at all.”

  ·

  “Our Compensation Committee believes that
  these performance goals do not serve as a formula for the payment of
  executive compensation. Rather, they serve as important reference points to
  the Compensation Committee and the Board in considering executive
  compensation, together with a general assessment of individual and company
  performance.”

As a further indication of the highly discretionary and subjective nature
of the process, the Company clearly stated in the Proxy Statement that annual
cash bonuses would be reported in the “Bonus” column of the Summary
Compensation Table, rather than in a column for “Non-Equity Incentive Plan
Compensation.”

Within this context, we respectfully believe that the extent of our
disclosure of pre-established performance goals (whether individual, stock or
company performance goals) is appropriate.

  ·

  The individual performance goals, which
  (as described in the Proxy Statement) address such matters as management
  skills, teamwork and collaboration, leadership, reflect inherently subjective
  and qualitative assessments of the type that the Compliance and Disclosure
  Interpretations confirm are not required to be disclosed.

  ·

  The Company stock price criteria is
  specifically disclosed (8% or greater annual appreciation and an annual stock
  price performance equal to, or in excess of, the performance of the Russell
  3000 Index) and is made subject to the following qualification (consistent
  with characterization of the process above): “The Compensation Committee
  views these targets as reference points only and recognizes that our common
  stock price may not reflect individual or company performance adequately.”

  ·

  The Company performance criteria is
  identified as goals consisting of annual net income, earnings per share,
  revenue and EBITDA. It is described as potentially having the most effect on
  the annual cash bonuses of the Chief Executive Officer (approximately 50% of
  the annual cash bonus opportunity with respect to him may rest with this
  criteria) and Chief Financial Officer (approximately 40% of the annual cash
  bonus opportunity with respect to him may rest with this criteria). For the
  other named executive officers, a

4

  majority or more of their annual cash
  bonus opportunity rests with subjective individual performance goals and only
  the balance rests with the company performance criteria.

Based
on this highly discretionary use of pre-established performance goals and the
subjectivity of the “general performance” assessment, the Company respectfully
believes it has provided an appropriate amount of disclosure about
pre-established performance goals and that no further disclosure of specific
targets or threshold levels is required.

Further,
the Company respectfully submits that, even if the Company’s process for
determining annual cash bonuses were not so discretionary and subjective, the
amount of annual cash bonus whose payment would be tied to the achievement of
company performance goals would be immaterial in amount.  As stated in the Proxy Statement, the persons
for whom the Compensation Committee might consider the attainment of company
performance goals most heavily with respect to annual cash bonus determinations
are the Chief Executive Officer and the Chief Financial Officer.  Yet the amount of compensation whose payment
might relate to the attainment of company performance goals is relatively small
(about 10% and 7%, respectively), in comparison to the total compensation of
each of the Chief Executive Officer and the Chief Financial Officer as
indicated in the far-right column of the Summary Compensation Table.

Based
on our threshold determination of immateriality, the Company respectfully
believes that the Staff’s other comments with respect to competitive harm are
inapplicable.  We take a similar view of
the Staff’s comments with respect to level of difficulty.  We understand that level of difficulty
disclosure is intended as a surrogate for disclosure of specific targets where
disclosure of the specific target is material, but is excused for competitive
harm reasons.  But our reason for not
disclosing the specific performance targets is the immateriality of the
specific target in the first place, not competitive harm.  We respectfully believe that our judgment on
this matter should equally apply to whether the level of difficulty disclosure
should be enhanced.

  3.

  We note your disclosure, “the Compensation
  Committee and the Board always have discretion to determine the extent to
  which bonuses will be paid or not, regardless of whether the pre-established
  criteria are fully achieved, partially achieved or not at all.” Discuss
  whether discretion was exercised by the board or compensation committee
  either to award compensation absent attainment of the relevant performance
  goal(s) or to reduce or increase the size of an award. Identify any particular
  exercise of discretion, and state whether it applied to one or more specified
  named executive officers or to all compensation subject to the relevant
  performance goal(s). Please refer to Regulation S-K Item 402(b)(2)(vi).

RESPONSE

We
respectfully believe that the Company has provided the disclosure sought by
this comment with respect to our Chief Executive Officer and Chief Financial
Officer and will, in future

5

filings,
expand our discussion of the other named executive officers to include similar
disclosure for them.

As
part of the discussion of the 2007 bonus payout to the Chief Executive Officer
and Chief Financial Officer, we stated that the company performance criteria
and the stock performance criteria for 2007 had been exceeded, and that each of
the Chief Executive Officer and Chief Financial Officer had been paid their
full annual cash bonus (50% of their base annual salary).  The only other factor impacting the annual
cash bonuses for these individuals was the percentage attributable to
individual goals and/or the general assessment of individual performance or
contribution.  As discussed above, the
pre-established individual goals used by the Company are qualitative in nature.
 The Compensation Committee’s general
performance assessments typically do not involve the consideration of
pre-established goals.  Accordingly,
because each of these matters is inherently qualitative and subjective, a
discussion about discretion exercised with respect to them would seem
inapposite.

In
future filings, the Company will expand its discussion of the other named
executive officers to provide comparable disclosure to that provided with
respect to the Chief Executive Officer and Chief Financial Officer.

  4.

  Please discuss how the compensation committee
  arrived at its determination to pay each named executive officer the amount
  of cash bonus awarded. While you discuss the determinations with respect to
  the company’s Chief Executive Officer and Chief Financial Officer, you do not
  provide any discussion or analysis with respect to the other named executive
  officers.

RESPONSE

In
future filings, the Company will expand the discussion of its payout of annual
cash bonuses to the other named executive officers to provide comparable
disclosure to that provided with respect to the Chief Executive Officer and
Chief Financial Officer.

Summary
Executive Compensation Table, page 29

  5.

  It appears that amounts that you have
  characterized as bonus awards to your executive officers are based on
  satisfaction of performance targets that were pre-established and
  communicated to your executives. Therefore, in future filings, it appears
  that you should report these awards in your Summary Compensation Table as
  non-equity incentive plan awards. Amounts disclosed under the bonus column
  should only be awards that were purely discretionary without correlation to satisfaction of specific
  performance measures. For further guidance, see Question 119.02 in our
  Regulation S-K Compl

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

       DIVISION OF
CORPORATION FINANCE

Mail Stop 3720

December 18, 2008
  Mr. Michael T. Prior President and Chief Executive Officer Atlantic Tele-Network, Inc.  10 Derby Square  Salem, Massachusetts  01970
 RE: Atlantic Tele-Network, Inc.
Form 10-K for the year ended December 31, 2007
  Filed March 17, 2008   File No. 001-12593

 Dear Mr. Prior:
We have reviewed your filing and have the following comments.  If you disagree with a
comment, we will consider your explanation as to why it is inapplicable or a revision is
unnecessary.  Please be as detailed as  necessary in your explanation.
  Please comply with our comments in future  filings.  Confirm in writing that you will do
so and also explain to us how you intend to compl y.  Please do so within the time frame set forth
below.  Please understand that after our revi ew of your responses, we may raise additional
comments.   Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure requir ements and to enhance the overall disclosure in
your filing.  We look forward to working with you in these respects.  We welcome any questions
you may have about our comments or on any other aspe ct of our review.  Feel free to call us at
the telephone numbers listed at  the end of this letter.

Form 10-K for the year ended December 31, 2007

 Front Cover Page

1. In future filings, please revise your disclosu re to reflect your co rrect Commission File
Number.  The correct file number is 001-12593.

Atlantic Tele-Network, Inc.
December 18, 2008 Page 2  Definitive Proxy Statement Incorporated By Reference Into Part III of Form 10-K

 Elements of Compensation, page 23

 Annual Cash Bonus, page 24

2. We note that annual cash bonus awards are tied  to the achievement of specified company,
stock price and individual performance goals.  In future filings, please disclose, for each named executive officer, the performance goals a nd weight given to the achievement of the
performance goals.  In addition, disclose the pe rformance targets and threshold levels for the
goals.  See Regulation S-K Item 40 2(b)(v), (vi) and (vii).  If you believe that such disclosure
is not required because it would result in competitive harm such that you may omit this
information under Instruction 4 to Item 402(b) of Regulation S-K, pl ease provide in your
response letter a detailed explanation of such conclusion.  If you believe you have a sufficient
basis to keep the information confidential, disclo se in future filings how difficult it would be
for the executive or how likely it would be for you to achieve the undisclosed performance
goal.  Please note that general statements rega rding the level of difficu lty or ease associated
with achieving the goals are not sufficient.  In discussing how difficult it will be for an
executive or how likely it will be for you to ach ieve the performance goals, provide as much
detail as necessary without providing informati on that would result in competitive harm.  For
further guidance, please refer to Questi on 118.04 in our Regulation S-K Compliance and
Disclosure Interpretations, available on our website at www.sec.gov/divisions/corpfin /guidance/regs-kinterp.htm
.
3. We note your disclosure, “the Compensati on Committee and the Board always have
discretion to determine the extent to which bonuses  will be paid or not, regardless of whether
the pre-established criteria are fully achieved, partially achieved or not  at all.”  Discuss
whether discretion was exercised by the board or compensation committee either to award compensation absent attainment of the relevant performance goal(s) or to reduce or increase
the size of an award.  Identify any particular  exercise of discretion, and state whether it
applied to one or more specified named executiv e officers or to all compensation subject to
the relevant performance goal(s).  Please re fer to Regulation S-K It em 402(b)(2)(vi).
4. Please discuss how the compensation committee a rrived at its determination to pay each
named executive officer the amount of cas h bonus awarded.  While you discuss the
determinations with respect to the company’s Chief Executive Officer and Chief Financial Officer, you do not provide any discussion or analysis with respect to the other named
executive officers.

Summary Executive Compensation Table, page 29

5. It appears that amounts that you have charac terized as bonus awards to your executive
officers are based on satisfacti on of performance targets that  were pre-established and
communicated to your executives.  Therefore, in future filings, it appears that you should
report these awards in your  Summary Compensation Table as non-equity incentive plan
awards.  Amounts disclosed under the bonus column should only be  awards that were purely

Atlantic Tele-Network, Inc.
December 18, 2008 Page 3
discretionary without correlation to satisfac tion of specific performance measures.  For
further guidance, see Question 119.02 in our Regulation S-K Compliance and Disclosure
Interpretations, available on our website at http://www.sec.gov/divisions/cor pfin/cfguidance.shtml#regs-k
.
6. In future filings, please provide appropriate footnote disclosure regarding the assumptions
made in the valuation for awards reported  in the Option Awards column and the Stock
Awards column for all fiscal years presented.  See the Instruction to Regulation S-K Item 402(c)(2)(v) and (vi).  For further guidance,  see Question 119.04 in  our Regulation S-K
Compliance and Disclosure Interpretations.
7. Please tell us in your response letter wher e you included in the Summary Compensation
Table the purchase by the company of Mr. Krei sher’s restricted stock that immediately
vested on September 17, 2007 in exchange fo r your payment of Mr. Kreisher’s tax
obligations.

Director Compensation, page 32

8. We note your disclosure in footnote 1 discus sing assumptions used in calculating the
amounts of the awards granted pursuant to your 2005 Restricted Stock and Incentive Plan.
Please confirm in your response letter that foot note 1 was intended to supplement the column
titled “Stock Awards.”  In future filings, please provide this information in a footnote to the correct column.
9. We note your disclosure on page 33 that direct ors receive dividend equi valents on their stock
units equal to 115% of the value of dividends paid on your common stock.  Please tell us in
your response letter where the di vidend equivalents are reflected in the director compensation
table.

Please respond to these comments within 10 business days or tell us when you will
provide us with a response.  Please furnish a lett er that keys your respon ses to our comments and
provides any requested information.  Detailed letter s greatly facilitate our review.  Please file
your letter over EDGAR.  Please understand th at we may have addi tional comments after
reviewing your responses to our comments.     We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filings reviewed by the staff to be certain  that they have provided all information investors
require for an informed decision.  Since the comp any and its management are in possession of all
facts relating to a company’s disclosure, they are responsible for the acc uracy and adequacy of
the disclosures they have made.

Atlantic Tele-Network, Inc.
December 18, 2008 Page 4   In connection with responding to our comme nt, please provide, in writing, a statement
from the company acknowledging that
• the company is responsible for the adequacy an d accuracy of the disclo sure in the filings;

• staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filings; and

• the company may not assert staff comments as  a defense in any proceeding initiated by
the Commission or any person under the federa l securities laws of  the United States.
 In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the sta ff of the Division of Corporati on Finance in our review of your
filings or in response to our  comments on your filings.

You may contact Reid Hooper, Staff Atto rney, at (202) 551-3359, Kathleen Krebs,
Special Counsel, at (202) 551-3350, or me, at (202) 551-3810 with any questions.

 Sincerely,
                             L a r r y  S p i r g e l          A s s i s t a n t  D i r e c t o r