SecProbe.io

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 Planet Green Holdings Corp.

 130-30 31st Ave, Suite 512

 Flushing, NY 11354

 April 9, 2026

 VIA EDGAR

 Division of Corporation Finance

 Office of Manufacturing Securities and Exchange Commission

 100 F Street, N.E.

 Washington, D.C. 20549

 Attention: Ms. Sarah Sidwell

 Mr. Geoffrey Kruczek

 Re:
 Planet Green Holdings Corp.

 SEC Registration Statement S-3

 (SEC File Number: 333-294386) (the "Registration
Statement")

 Ladies and Gentlemen:

 The Company hereby requests,
pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, acceleration of effectiveness of the Registration Statement
so that such Registration Statement will become effective at 5:00 P.M., Washington D.C. time, on April 13, 2026 or as soon thereafter
as practicable.

 The Company hereby acknowledges
that:

 ● Should
the Securities and Exchange Commission (the "Commission") or the Staff, acting as pursuant to delegated authority, declare
the Registration Statement effective, it does not foreclose the Commission from taking any action with respect to the Registration Statement;

 ● The
action of the Commission or the Staff, acting pursuant to delegated authority, in declaring the Registration Statement effective, does
not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the Registration Statement; and

 ● The
Company may not assert Staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission
or any person under the federal securities laws of the United States.

 Very truly yours,

 Planet Green Holdings Corp.

 By:
 /s/ Bin Zhou

 Name:
 Bin Zhou

 Title:
 Chief Executive Officer

 cc:

 Bill Huo, Esq. (via email)

 Michael Goldstein, Esq. (via email)

 Fiona Wu, Esq. (via email)

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 Bill Huo
 Becker & Poliakoff, P.A.
 45 Broadway, 17 th Floor
 New York, New York 10006
 Email: bhuo@beckerlawyers.com
 Phone: (212) 599-3322 Fax: (212) 557-0295

 April 2, 2026
 VIA EDGAR

 United States Securities & Exchange Commission

 Division of Corporation Finance

 Office of Manufacturing

 450 Fifth Street N.W.

 Washington, DC 20549

 Attention:
 Ms. Sarah Sidwell

 Mr. Geoffrey Kruczek

 Re:
 Planet Green Holdings Corp.

 Registration Statement on Form S-3

 Filed March 17, 2026

 File No. 333-294386

 To the Reviewing Staff Members of the Commission:

 On behalf of our client, Planet Green Holdings
Corp., a Nevada company (the " Company "), we submit to the staff (the " Staff ") of the Securities
and Exchanges Commission (the " Commission ") this letter setting forth the Company's responses to the comments
contained in the Staff's letter dated March 25, 2026 on the Company's Registration Statement on Form S-3 previously submitted
on March 17, 2026 (the " Registration Statement ").

 Concurrently with the submission of this letter,
the Company is submitting Amendment No. 1 to its registration statement on Form S-3 (the " Revised Registration Statement ")
with exhibits via EDGAR to the Commission.

 The Staff's comments are repeated below in
bold and are followed by the Company's responses. We have included page references in the Revised Registration Statement where the
language addressing a particular comment appears. Capitalized terms used but not otherwise defined herein have the meanings set forth
in the Revised Registration Statement.

 Form S-3 filed March 17, 2026

 General

 1.

 Please update your financial statements and related
 disclosures. See Rule 3-01(c) of Regulation S-X and Section 1220.3 of the Division of Corporation Finance's Financial
 Reporting Manual.

 In response to the Staff's comments, the Company respectfully
advises Staff that the Company has updated the financial statements in the Revised Registration Statement.

 Incorporation of Certain Information by Reference, page iii

 2.

 The embedded links for your 2024 10-K and each of your 10-Qs
 do not appear to be linked to the correct respective documents. Please revise the embedded links to correctly incorporate your 10-K
 and 10-Qs.

 In response to the Staff's comments, the Company respectfully
advises Staff that the Company has updated the financial statements incorporated by reference into the Revised Registration Statement
and that the embedded links in the Revised Registration Statement relate to the Company's Form 10-K for the fiscal year ended December
31, 2025.

 We hope this response has addressed all of the
Staff's concerns relating to the comment letter. Should you have additional questions regarding the information contained herein,
please contact our outside securities counsel Bill Huo, Esq. at bhuo@beckerlawyers.com or
Michael Goldstein at mgoldstein@beckerlawyers.com.

 Very truly yours,

 By:
 /s/ Bill Huo

 Name:
 Bill Huo

 cc: Fiona Wu, Esq.

March 25, 2026
Bin Zhou
Chief Executive Officer
Planet Green Holdings Corp.
130-30 31st Ave, Suite 512
Flushing, NY 11354
Re:Planet Green Holdings Corp.
Registration Statement on Form S-3
Filed on March 17, 2026
File No. 333-294386
Dear Bin Zhou:
            We have conducted a limited review of your registration statement and have the
following comments.
            Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a comment applies to your facts and circumstances
or do not believe an amendment is appropriate, please tell us why in your response.
            After reviewing any amendment to your registration statement and the information you
provide in response to this letter, we may have additional comments.
Registration Statement on Form S-3
General
1.Please update your financial statements and related disclosures. See Rule 3-01(c) of
Regulation S-X and Section 1220.3 of the Division of Corporation Finance's Financial
Reporting Manual.
Incorporation of Certain Information by Reference, page iii
2.The embedded links for your 2024 10-K and each of your 10-Qs do not appear to be
linked to the correct respective documents. Please revise the embedded links to correctly
incorporate your 10-K and 10-Qs.
            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.

March 25, 2026
Page 2
            Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            Please contact Sarah Sidwell at 202-551-4733 or Geoffrey Kruczek at 202-551-3641
with any other questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:Fiona Wu

December 20, 2024
Lili Hu
Chief Financial Officer
Planet Green Holdings Corp.
130-30 31st Ave., Suite 512
Flushing, NY 11354
Re:Planet Green Holdings Corp.
Form 10-K for the Fiscal Year Ended December 31, 2023
Filed April 1, 2024
File No. 001-34449
Dear Lili Hu:
            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 Manufacturing

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    Bill Huo

Becker & Poliakoff P.A.

45 Broadway, 17th Floor

 New York, New York 10006

 Email: Bhuo@beckerlawyers.com

Phone: (212) 599-3322 Fax: (212) 557-0295

    December 13, 2024
    VIA EDGAR

United States Securities & Exchange Commission

Division of Corporation Finance

Office of Manufacturing

    Attention:
    Mr. Dale Welcome

    Ms. Anne McCornell

    Re:
    Planet Green Holdings Corp.

Form 10-K for the Fiscal Year Ended December 31, 2023

Filed April 1, 2024

File No. 001-34449

To the Reviewing Staff Members of the Commission:

On behalf of our client, Planet
Green Holdings Corp., a Nevada company (the “Company”), we submit to the staff (the “Staff”) of
the Securities and Exchanges Commission (the “Commission”) this letter setting forth the Company’s responses
to the comments contained in the Staff’s letter dated November 8, 2024 on the Company’s Form 10-K for the Fiscal Year Ended
December 31, 2023 filed on April 1, 2024 (the “Form 10-K/A”).

Concurrently with the submission
of this letter, the Company is submitting the Amendment No. 1 to the Form 10-K (the “Form 10-K/A No. 1”) via EDGAR
to the Commission.

The Staff’s comments
are repeated below in bold and are followed by the Company’s responses. We have included page references in the Form 10-K/A No.
1 where the language addressing a particular comment appears. Capitalized terms used but not otherwise defined herein have the meanings
set forth in the Form 10-K/A No. 1.

Form 10-K/A for the Fiscal Year Ended December 31, 2023

Item 1. Business

Business, page 2

    1.
    We note that the consolidated VIE constitutes a material part of your consolidated financial statements. As we previously requested and you previously provided, please present, in tabular form, condensed consolidating schedules that disaggregate operations and depict financial position, cash flows, and results of operations as of the same dates and for the same periods that audited consolidated financial statements are required. The schedules should present major line items, such as revenue and cost of goods/services, and subtotals and disaggregated intercompany amounts, such as separate line items for intercompany receivables and investment in subsidiary. The schedules should also disaggregate the parent company, the VIE, the WFOE that is the primary beneficiary of the VIE, and an aggregation of other entities that are consolidated. The objective of this disclosure is to allow an investor to evaluate the nature and amounts of assets held by, and the operations of, entities apart from the VIE, as well as the nature and amount associated with intercompany transactions. Any intercompany amounts should be presented on a gross basis and, when necessary, additional disclosure about such amounts should be included in order to make the information present not misleading.

Response: In response to the Staff’s
comments, the Company has revised its disclosure on page 2 through page 5 in accordance with the Staff’s instructions.

We hope this response has
addressed all of the Staff’s concerns relating to the comment letter. Should you have additional questions regarding the information
contained herein, please contact our outside securities counsel Bill Huo, Esq. or Steven Glauberman, Esq. of Becker & Poliakoff LLP
at bhuo@beckerlawyers.com or sglauberman@beckerlawyers.com.

Very truly yours,

    By:
    /s/ Bill Huo

    Name:
    Bill Huo

November 8, 2024
Lili Hu
Chief Financial Officer
Planet Green Holdings Corp.
130-30 31st Ave., Suite 512
Flushing, NY 11354
Re:Planet Green Holdings Corp.
Form 10-K for the Fiscal Year Ended December 31, 2023
Filed April 1, 2024
File No. 001-34449
Dear Lili Hu:
            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 1. Business, page 2
We note that the consolidated VIE constitutes a material part of your consolidated
financial statements. As we previously requested and you previously provided, please
present, in tabular form, condensed consolidating schedules that
disaggregate operations and depict financial position, cash flows, and results of
operations as of the same dates and for the same periods that audited consolidated
financial statements are required. The schedules should present major line items, such
as revenue and cost of goods/services, and subtotals and disaggregated intercompany
amounts, such as separate line items for intercompany receivables and investment in
subsidiary. The schedules should also disaggregate the parent company, the VIE, the
WFOE that is the primary beneficiary of the VIE, and an aggregation of other entities
that are consolidated. The objective of this disclosure is to allow an investor to
evaluate the nature and amounts of assets held by, and the operations of, entities apart
from the VIE, as well as the nature and amounts associated with intercompany 1.

November 8, 2024
Page 2
transactions. Any intercompany amounts should be presented on a gross basis and,
when necessary, additional disclosure about such amounts should be included in order
to make the information presented not misleading.
            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 Dale Welcome at 202-551-3865 or Anne McConnell at 202-551-3709
with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

CORRESP
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PLANET GREEN HOLDINGS CORP.

130-30 31st Ave, Suite 512

Flushing, NY 11354

(718) 799-0380

    April 24, 2023
    VIA EDGAR

United States Securities & Exchange Commission

Division of Corporation Finance

Office of Manufacturing

450 Fifth Street N.W.

Washington, DC 20549

    Attention:
    Ms. Jennifer Angelini

Mr. Jay Ingram

    Re:
    Planet Green Holdings Corp.

Registration Statement on Form S-3

Filed April 18, 2023

File No. 333-259611

Dear Ms. Angelini and Mr. Ingram:

Pursuant to Rule 461 of the General Rules and
Regulations under the Securities Act of 1933, as amended, Planet Green Holdings Corp. hereby requests the Securities and Exchange Commission
(the “Commission”) take appropriate action to cause the above-referenced Registration Statement on Form S-3 to become effective
on April 26, 2023, at 4:00 PM Eastern Time, or as soon thereafter as is practicable.

In connection with this request, the Registrant
acknowledges that:

 ● should
the Commission or the staff of the Commission (the “Staff”), acting pursuant to delegated authority, declare the filing effective,
it does not foreclose the Commission from taking any action with respect to the filing;

 ● the
action of the Commission or the Staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the
Company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and

 ● the
Company may not assert Staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission
or any person under the federal securities laws of the United States.

    Sincerely yours,

    Planet Green Holdings Corp.

    By:
    /s/ Bin Zhou

    Bin Zhou

    Chief Executive Officer

 cc: Bill Huo, Esq.

Steven L. Glauberman, Esq.

United States securities and exchange commission logo
March 15, 2023
Lili Hu
Chief Financial Officer
Planet Green Holdings Corp.
130-30 31st Ave., Suite 506
Flushing, NY 11354
Re:Planet Green Holdings Corp.
Form 10-K for the Year Ended December 31, 2021
Filed March 31, 2022
File No. 001-34449
Dear Lili Hu:
            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 Manufacturing

CORRESP
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    Steven Glauberman

    Becker & Poliakoff, LLP

    45 Broadway, 17th Floor

    New York, New York 10006

    Email: sglauberman@beckerlawyers.com

    Phone: (212) 599-3322 Fax: (212) 557-0295

    March 9, 2023
    VIA EDGAR

United States Securities & Exchange Commission

Division of Corporation Finance

Office of Manufacturing

    Attention:
    Mr. Dale Welcome

    Mr. Martin James

    Re:
    Planet Green Holdings Corp.

Form 10-K/A for the Fiscal Year Ended December 31, 2021

Filed February 6, 2023

File No. 001-34449

To the Reviewing Staff Members of the Commission:

On behalf of our client, Planet
Green Holdings Corp., a Nevada company (the “Company”), we submit to the staff (the “Staff”) of
the Securities and Exchanges Commission (the “Commission”) this letter setting forth the Company’s responses
to the comments contained in the Staff’s letter dated February 17, 2023 on the Company’s Form 10-K/A for the Fiscal Year Ended
December 31, 2021 on February 6, 2023 (the “Form 10-K/A”).

Concurrently with the submission
of this letter, the Company is submitting the Amendment No. 2 to the Form 10-K (the “Form 10-K/A No. 2”) via EDGAR
to the Commission.

The Staff’s comments
are repeated below in bold and are followed by the Company’s responses. We have included page references in the Form 10-K/A No.
2 where the language addressing a particular comment appears. Capitalized terms used but not otherwise defined herein have the meanings
set forth in the Form 10-K/A No. 2.

Form 10-K/A for the Fiscal Year Ended December 31, 2021

Item 1. Business

Overview of Our Business, page 2

    1.
    You disclose that “as of December 31, 2021, our WFOE owns [  ] to the VIEs.” We remind you to quantify any cash flows and transfers of other assets by type that have occurred between the holding company, its subsidiaries, and the consolidated VIEs, and direction of transfer in future annual filings. Your disclosure should clearly indicate whether or not any transfers, dividends, or distributions have been made to date.

Response: In response to the Staff’s
comments, the Company has revised its disclosure on page 2 in accordance with the Staff’s instructions.

VIE Arrangements, page 6

    2.
    Please revise future annual filings to clarify in the first paragraph that the company is the primary beneficiary of the VIEs for accounting purposes.

Response: The Company acknowledges
the Staff’s comment and confirms that we revise future annual filings to clarify in the first paragraph that the Company is the
primary beneficiary of the VIEs for accounting purposes.

Financial Information Related to the VIEs, page 8

    3.
    We note that you presented consolidating financial statements as of, and for the year ended, December 31, 2021. In the future annual filings, please present consolidating financial statements as of the same dates and for the same periods for which audited consolidated financial statements are required.

Response: The Company acknowledges
the staff’s comments and confirms that the Company will present consolidating financial statements as of the same dates and for
the same periods for which audited consolidated financial statements are required.

Cash Flows through Our Organization, page 10

    4.
    We note the revisions to your disclosure on page 10. Please revise future annual filings to provide disclosure with respect to all transfers, distributions, or dividends; and not limited to only those during the most current year then ended.

Response: The Company acknowledges
the Staff’s comments and respectfully advises that the Company will provide disclosure with respect to all transfers, distributions,
or dividends; and not limited to only those during the most current year then ended.

Audited Consolidated Financial Statements

2. Summary of Significant Accounting Policies

Enterprise-wide Disclosure, page F-11

    5.
    We note your response to prior comment 5. Notwithstanding your determination that you consider yourself to operate within one reportable segment, please revise future annual filings to also provide the entity-wide disclosures required by ASC 280-10-50-38 through 50-42.

Response: The Company notes the
Staff’s comment, and in response thereto, respectfully advises the Staff that in the future filing the Company will provide the
entity-wide disclosures required by ASC 280-10-50-38 through 50-42.

We hope this response has
addressed all of the Staff’s concerns relating to the comment letter. Should you have additional questions regarding the information
contained herein, please contact our outside securities counsel Bill Huo, Esq. or Steven Glauberman, Esq. of Becker & Poliakoff LLP
at bhuo@beckerlawyers.com or sglauberman@beckerlawyers.com.

Very truly yours,

    By:
    /s/ Steven Glauberman

    Name:
    Steven Glauberman

United States securities and exchange commission logo
February 17, 2023
Lili Hu
Chief Financial Officer
Planet Green Holdings Corp.
36-10 Union St., 2nd Floor
Flushing, NY 11345
Re:Planet Green Holdings Corp.
Form 10-K/A for the Year Ended December 31, 2021
Filed February 6, 2023
File No. 001-34449
Dear Lili Hu:
            We have reviewed your February 6, 2023 response to our comment letter and have the
following comments.  In some of our comments, we may ask you to provide us with information
so we may better understand your disclosure.
            Please respond to these comments 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 our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional
comments.  Unless we note otherwise, our references to prior comments are to comments in our
August 3, 2022 letter.
Form 10-K/A for the Year Ended December 31, 2021
Item 1. Business
Overview of Our Business, page 2
1.You disclose that “as of December 31, 2021, our WFOE owns [ ] to the VIEs.” We
remind you to quantify any cash flows and transfers of other assets by type that have
occurred between the holding company, its subsidiaries, and the consolidated VIEs, and
direction of transfer in future annual filings. Your disclosure should clearly indicate
whether or not any transfers, dividends, or distributions have been made to date.
VIE Arrangements, page 6
2.Please revise future annual filings to clarify in the first paragraph that the company is the
primary beneficiary of the VIEs for accounting purposes.

 FirstName LastNameLili Hu
 Comapany NamePlanet Green Holdings Corp.
 February 17, 2023 Page 2
 FirstName LastName
Lili Hu
Planet Green Holdings Corp.
February 17, 2023
Page 2
Financial Information Related to the VIEs, page 8
3.We note that you presented consolidating financial statements as of, and for the year
ended, December 31, 2021. In future annual filings, please present consolidating financial
statements as of the same dates and for the same periods for which audited consolidated
financial statements are required.
Cash Flows through Our Organization, page 10
4.We note the revisions to your disclosure on page 10. Please revise future annual filings to
provide disclosure with respect to all transfers, distributions, or dividends; and not limited
to only those during the most current year then ended.
Audited Consolidated Financial Statements
2. Summary of Significant Accounting Policies
Enterprise-wide Disclosure, page F-11
5.We note your response to prior comment 5. Notwithstanding your determination that you
consider yourself to operate within one reportable segment, please revise future annual
filings to also provide the entity-wide disclosures required by ASC 280-10-50-38 through
50-42.
            You may contact Dale Welcome, Staff Accountant, at 202-551-3865 or Martin James,
Senior Advisor, at 202-551-3671 if you have questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

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    Steven Glauberman

    Becker & Poliakoff, LLP

    45 Broadway, 17th Floor

    New York, New York 10006

    Email: sglauberman@beckerlawyers.com

    Phone: (212) 599-3322 Fax: (212) 557-0295

    February 6, 2023
    VIA EDGAR

United States Securities & Exchange Commission

Division of Corporation Finance

Office of Manufacturing

    Attention:

    Mr. Dale Welcome

    Mr. Martin James

    Re:
    Planet Green Holdings Corp.

Form 10-K for the Fiscal Year Ended December 31, 2021

Filed March 31, 2022

Form 10-Q for the Fiscal Quarter Ended March 31, 2022

Filed May 13, 2022

File No. 001-34449

To the Reviewing Staff Members of the Commission:

On behalf of our client, Planet
Green Holdings Corp., a Nevada company (the “Company”), we submit to the staff (the “Staff”) of
the Securities and Exchanges Commission (the “Commission”) this letter setting forth the Company’s responses
to the comments contained in the Staff’s letter dated August 3, 2022 on the Company’s Form 10-K for the Fiscal Year Ended
December 31, 2021 (the “Form 10-K”) and Form 10-Q for the Quarterly Period Ended March 31, 2022 filed on May 13, 2022
(the “Form 10-Q”)

Concurrently with the submission
of this letter, the Company is submitting the Amendment No. 1 to the Form 10-K (the “Form 10-K Amendment”) and Amendment
No. 1 to the Form 10-Q (the Form 10-Q Amendment) via EDGAR to the Commission.

The Staff’s comments
are repeated below in bold and are followed by the Company’s responses. We have included page references in the Form 10-K Amendment
where the language addressing a particular comment appears. Capitalized terms used but not otherwise defined herein have the meanings
set forth in the Form 10-K Amendment.

Form 10-K for the Fiscal Year Ended December 31, 2021

Item 1. Business, page 2

    1.
    Please conform the disclosures in your Form 10-K, related to your operations in China and Hong Kong, with the disclosures in your amended Form S-3 (File No. 333-259611), taking into consideration comments 1 to 3 and 5 through 14 from our letter dated October 13, 2021 and comments 1 to 7 and 9 through 14 from our letter dated May 20, 2022, as applicable. Disclosures presented in the forepart/prospectus of Form S-3 should be disclosed at the onset of Item 1. Business in your Form 10-K. Please confirm your understanding of this matter and that you will comply with the requisite disclosures in your Form 10-K, as applicable, in your response to us.

Response: In response to the Staff’s comments, the
Company has revised its disclosure in the Form 10-K Amendment in accordance with the Staff’s instructions.

ITEM 9A. Controls and Procedures

Internal Controls over Financial Reporting, page 15

    2.
    Revise Management’s Annual Report on Internal Control over Financial Reporting in future filings to identify the Committee of Sponsoring Organizations of the Treadway Commission, or COSO, Internal Control-Integrated Framework used to evaluate the effectiveness of your internal control over financial reporting (e.g., COSO 2013). Please refer to Item 308(a)(2) of Regulation S-K.

Response: The Company acknowledges the Staff’s comment
and confirms that we used the 2013 Internal Control Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway
Commission (the “2013 COSO Framework”) in performing the assessment of our internal control over financial reporting. The
Company also confirms it will disclose the framework used in future reports.

Note 2. Summary of Significant Accounting Policies

Recent Accounting Pronouncements, page F-16

    3.

    We note that although the adoption dates
of ASU 2018-02 and ASU 2018-13 have passed, you continue to state that the company does not believe the adoption of these ASUs would
affect the company’s financial statements. Please confirm that you have adopted the pronouncements and revise the discussions in
future filings to clearly disclose the impact, or lack thereof, of the adoption on your financial statements. See SAB Topic 11.M.

Response: The Company acknowledges the staff’s comments
and confirms that the Company has adopted the pronouncements. The Company also confirms it will include, in future filings, the discussion
associated with the adoption of ASU 2018-02 and ASU 2018-13.

    2

Note 23. Segment Reporting, page F-28

4. You disclose that your primary business segment and operations are Shandong Yunchu, Jingshan Sanhe, Anhui Ansheng, Jilin Chuangyuan, Xianning Bozhuang and Fast Approach. We also note from the “Overview of Our Business” section on page 2 that you operate a variety of businesses, including (i) the production of food and beverage products, (ii) the manufacture and sale of formaldehyde, urea formaldehyde adhesive, methylal, ethanol fuel, fuel additives and clean fuel products, (iii) the manufacture of skid-mounted refueling equipment, LNG cryogenic equipment and oil storage tanks, and

                                                                                (iv) a demand side advertising platform. Please address the following:

 ● Describe to us, briefly, each of your businesses and identify
the entity through which you provide each of these products and services.

 ● Tell us whether each of the entities you identify in this
note represent an operating segment pursuant to ASC 280- 10-50-1 though 50-9.

 ● Tell us, and revise future filings to disclose your operating
segments and your reportable segments as well as the information required by ASC 280-10-50-21.

 ● To the extent you aggregate operating segments into one
or more reportable segments, please explain how the operating segments meet the aggregation criteria in ASC 280-10-50-11.

Response: The Company
acknowledges the Staff’s comments and respectfully advises that Shandong Yunchu imports and distributes frozen beef products
in China. Jingshan Sanhe researches, develops, manufactures and sells products of clean fuel, liquid wax, arene and biomass fuel in
China. Jilin Chuangyuan researches, develops, manufactures and sells formaldehyde, urea formaldehyde adhesive, methylal, and clean
fuel products in China. Anhui Ansheng develops and manufactures skid-mounted refueling equipment, LNG cryogenic equipment and oil
storage tank, and sells such products in China. Xianning Bozhuang grows, produces and
distributes Cyan brick tea, black tea and green tea in China. Fast Approach provides a
demand-side platform for online advertising services  which allows buyers of digital
advertising inventory to manage multiple advertising exchange and data exchange through one interface in Canada.

The Company notes the
Staff’s comment, and respectfully advise the Staff that we have deleted note 23 on page F-28. In addition, we have revised our
disclosure to discuss other than the disaggregated information about revenues by business lines, we considered ourselves to be
operating within one reportable segment as follow on page F-11.

“Enterprise-wide disclosure

The Company’s chief operating
decision-makers (i.e. chief executive officer and her direct reports) review financial information presented on a consolidated basis,
accompanied by disaggregated information about revenues by business lines for purposes of allocating resources and evaluating financial
performance. There are no segment managers who are held accountable for operations, operating results and plans for levels or components
below the consolidated unit level. Based on qualitative and quantitative criteria established by ASC 280, “Segment Reporting”,
the Company considers itself to be operating within one reportable segment”.

    3

    5.
    Revise this note in future filings to provide all the disclosures required by ASC 280-10-50-20 to 50-42. To the extent you believe you are not required to provide certain information called for by the standard, please tell us why.

Response: The Company note the Staff’s comment, and in response
thereto, respectfully advise the Staff that in the future filing the Company will revise the disclosure to discuss other than the
disaggregated information about revenues by business lines. the Company considers ourselves to be operating within one reportable segment.

Form 10-Q for the Fiscal Quarter Ended March 31, 2022

Item 6. Exhibits

Exhibit 31, page 7

    6.
    We note that your certifying officers omitted paragraph 4b from their certifications, although the transition period outlined in Rule 13a-15(c) of the Exchange Act and Item 308 of Regulation S-K is no longer applicable to you. Please revise all future annual and quarterly reports to include the complete text, including paragraph 4b, as required by Item 601(b)(31)(i) of Regulation S-K.

Response: In response to the Staff’s comments, the
Company is submitting the Form 10-Q Amendment via EDGAR to the Commission concurrently with the submission of this letter.

We hope this response has addressed all of the
Staff’s concerns relating to the comment letter. Should you have additional questions regarding the information contained herein,
please contact our outside securities counsel Bill Huo, Esq. or Steven Glauberman, Esq. of Becker & Poliakoff LLP at bhuo@beckerlawyers.com
or sglauberman@beckerlawyers.com.

Very truly yours,

    By:
    /s/
Steven Glauberman

    Name:
    Steven Glauberman

4

United States securities and exchange commission logo
January 31, 2023
Bin Zhou
Chief Executive Officer
Planet Green Holdings Corp.
36-10 Union St., 2nd Floor
Flushing, NY 11345
Re:Planet Green Holdings Corp.
Amendment No. 5 to Registration Statement on Form S-3
Filed January 25, 2023
File No. 333-259611
Dear Bin Zhou:
            We have reviewed your amended registration statement and have the following
comments.  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 by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Form S-3/A filed January 25, 2023
General
1.Please note that we will not be in a position to accelerate effectiveness of the registration
statement until you resolve the outstanding SEC comments on your Form 10-K for the
year ended December 31, 2021.

 FirstName LastNameBin Zhou
 Comapany NamePlanet Green Holdings Corp.
 January 31, 2023 Page 2
 FirstName LastName
Bin Zhou
Planet Green Holdings Corp.
January 31, 2023
Page 2
            Please contact Jennifer Angelini at 202-551-3047 or Jay Ingram at 202-551-3397 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:       Steven Glauberman

CORRESP
1
filename1.htm

    Steven Glauberman

    Becker & Poliakoff, LLP

    45 Broadway, 17th Floor

    New York, New York 10006

    Email: sglauberman@beckerlawyers.com

    Phone: (212) 599-3322 Fax: (212) 557-0295

    January 25, 2023
    VIA EDGAR

United States Securities & Exchange Commission

Division of Corporation Finance

Office of Manufacturing

450 Fifth Street N.W.

Washington, DC 20549

    Attention:
    Ms. Jennifer Angelini,

    Ms. Sherry Haywood

    Re:
    Planet Green Holdings Corp.

    Amendment No. 4 to Registration Statement on Form S-3

Filed January 17, 2023

File No. 333-259611

To the Reviewing Staff Members of the Commission:

On behalf of our client, Planet Green Holdings
Corp., a Nevada company (the “Company”), we submit to the staff (the “Staff”) of the Securities
and Exchanges Commission (the “Commission”) this letter setting forth the Company’s responses to the comments
contained in the Staff’s letter dated January 23, 2023 on the Company’s Amendment No. 4 to Registration Statement on Form
S-3 previously submitted on January 17, 2023 (the “Registration Statement”).

Concurrently with the submission of this letter,
the Company is submitting Amendment No. 5 to its registration statement on Form S-3 (the “Revised Registration Statement”)
with exhibits via EDGAR to the Commission.

The Staff’s comments are repeated below in
bold and are followed by the Company’s responses. We have included page references in the Revised Registration Statement where the
language addressing a particular comment appears. Capitalized terms used but not otherwise defined herein have the meanings set forth
in the Revised Registration Statement.

Amendment No. 4 to Form S-3

General

    1.
    Your response to prior comment 1 does not address our comment and we reissue the comment. Please add the following disclosure regarding operating permissions or approvals:

    ●
    Disclose each permission or approval that you, your subsidiaries, your WFOE, and/or your VIEs are required to obtain from Chinese authorities (including Hong Kong authorities) to operate your business.

    ●
    State affirmatively whether you have received all requisite operating permissions or approvals and whether any permissions or approvals have been denied.

    ●
    Describe the consequences to you and your investors if you, your subsidiaries, WFOE, or the VIEs: (i) do not receive or maintain such operating permissions or approvals, (ii) inadvertently conclude that such operating permissions or approvals are not required, or (iii) applicable laws, regulations, or interpretations change and you are required to obtain such operating permissions or approvals in the future.

    ●
    If your revised disclosure indicates no operating permissions or approvals are required from Chinese authorities (including Hong Kong authorities), then additionally disclose how you determined this. If you relied on counsel, identify counsel and file an exhibit. If you did not consult counsel, provide an explanation as to why you did not consult counsel. Please expand or revise related risk factors as appropriate.

In response to the Staff’s comments, the Company has
revised the disclosure in the Revised Registration Statement on the cover page in accordance with the Staff’s instructions. A consent
of Hebei Kaicheng Law Offices, the Company’s Chinese counsel, has been filed as the Exhibit 23.3 of the Amendment 3 to the Form
S-3 filed on December 5, 2022.

    2.
    We note revised disclosure on page 7 that indicates one of your three VIEs, Anhui Ansheng, was terminated as of December 16, 2022. Please update your disclosure throughout to reflect this termination; for example, and without limitation, the statement that, “As of the date of this prospectus, we currently have three VIEs under its structure: (1) Jilin Chuangyuan, (2) Anhui Ansheng, and (3) Xiangtian Energy . . . .” Additionally update Exhibit 21.1 to reflect your current structure.

In response to the Staff’s comments, the Company has
revised the disclosure in the Revised Registration Statement on the cover page, pages 5, 6, 7, 17, 18, 20 and 30 in accordance with the
Staff’s instructions.

    3.
    We note the change in your auditor reported on the Form 8-K filed on December 20, 2022. Please revise accountant-specific disclosure to refer both to your prior auditor and to your current auditor. For instance, and without limitation, disclose whether your current auditor (in addition to your past auditor) is subject to the determinations announced by the PCAOB on December 16, 2021.

In response to the Staff’s comments, the Company has
revised the disclosure in the Revised Registration Statement on the cover page and page 38 in accordance with the Staff’s instructions.

We hope this response has addressed all of the
Staff’s concerns relating to the comment letter. Should you have additional questions regarding the information contained herein,
please contact our outside securities counsel Bill Huo, Esq. or Steven Glauberman, Esq. of Becker & Poliakoff LLP at bhuo@beckerlawyers.com
or sglauberman@beckerlawyers.com.

    Very truly yours,

    By:
    /s/ Steven Glauberman

    Name:
    Steven Glauberman

cc: Bill Huo, Esq.

United States securities and exchange commission logo
January 23, 2023
Bin Zhou
Chief Executive Officer
Planet Green Holdings Corp.
36-10 Union St., 2nd Floor
Flushing, NY 11345
Re:Planet Green Holdings Corp.
Amendment No. 4 to Registration Statement on Form S-3
Filed January 17, 2023
File No. 333-259611
Dear Bin Zhou:
            We have reviewed your amended registration statement and have the following
comments.  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 by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our December 9, 2022, letter.
Amendment No. 4 to Form S-3
General
1.Your response to prior comment 1 does not address our comment and we reissue the
comment.  Please add the following disclosure regarding operating permissions or
approvals:

•Disclose each permission or approval that you, your subsidiaries, your WFOE, and/or
your VIEs are required to obtain from Chinese authorities (including Hong Kong
authorities) to operate your business.
•State affirmatively whether you have received all requisite operating permissions or

 FirstName LastNameBin Zhou
 Comapany NamePlanet Green Holdings Corp.
 January 23, 2023 Page 2
 FirstName LastName
Bin Zhou
Planet Green Holdings Corp.
January 23, 2023
Page 2
approvals and whether any permissions or approvals have been denied.

•Describe the consequences to you and your investors if you, your subsidiaries,
WFOE, or the VIEs:  (i) do not receive or maintain such operating permissions or
approvals, (ii) inadvertently conclude that such operating permissions or approvals
are not required, or (iii) applicable laws, regulations, or interpretations change and
you are required to obtain such operating permissions or approvals in the future.

•If your revised disclosure indicates no operating permissions or approvals are
required from Chinese authorities (including Hong Kong authorities), then
additionally disclose how you determined this.  If you relied on counsel, identify
counsel and file an exhibit.  If you did not consult counsel, provide an explanation as
to why you did not consult counsel.  Please expand or revise related risk factors as
appropriate.
2.We note revised disclosure on page 7 that indicates one of your three VIEs, Anhui
Ansheng, was terminated as of December 16, 2022.  Please update your disclosure
throughout to reflect this termination; for example, and without limitation, the statement
that, "As of the date of this prospectus, we currently have three VIEs under its structure:
(1) Jilin Chuangyuan, (2) Anhui Ansheng, and (3) Xiangtian Energy . . . ."  Additionally
update Exhibit 21.1 to reflect your current structure.
3.We note the change in your auditor reported on the Form 8-K filed on December 20,
2022.  Please revise accountant-specific disclosure to refer both to your prior auditor and
to your current auditor.  For instance, and without limitation, disclose whether your
current auditor (in addition to your past auditor) is subject to the determinations
announced by the PCAOB on December 16, 2021.
            Please contact Jennifer Angelini at 202-551-3047 or Jay Ingram at 202-551-3397 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:       Steven Glauberman

CORRESP
1
filename1.htm

    Steven Glauberman

    Becker & Poliakoff, LLP

    45 Broadway, 17th Floor

    New York, New York 10006

    Email: sglauberman@beckerlawyers.com

    Phone: (212) 599-3322 Fax: (212) 557-0295

    January 17, 2023
    VIA EDGAR

United States Securities & Exchange Commission

Division of Corporation Finance

Office of Manufacturing

450 Fifth Street N.W.

Washington, DC 20549

    Attention:
    Ms. Jennifer Angelini,

    Ms. Sherry Haywood

    Re:
    Planet Green Holdings Corp.

    Amendment No. 3 to Registration Statement on Form S-3

    Filed December 5, 2022

    File No. 333-259611

To the Reviewing Staff Members of the Commission:

On behalf of our client, Planet Green Holdings
Corp., a Nevada company (the “Company”), we submit to the staff (the “Staff”) of the Securities
and Exchanges Commission (the “Commission”) this letter setting forth the Company’s responses to the comments
contained in the Staff’s letter dated December 9, 2022 on the Company’s Amendment No. 3 to Registration Statement on Form
S-3 previously submitted on December 5, 2022 (the “Registration Statement”).

Concurrently with the submission of this letter,
the Company is submitting Amendment No. 4 to its registration statement on Form S-3 (the “Revised Registration Statement”)
with exhibits via EDGAR to the Commission.

The Staff’s comments are repeated below in
bold and are followed by the Company’s responses. We have included page references in the Revised Registration Statement where the
language addressing a particular comment appears. Capitalized terms used but not otherwise defined herein have the meanings set forth
in the Revised Registration Statement.

Amendment No. 3 to Form S-3

General

    1.

    Despite your response to prior comment seven, disclosure regarding
    regulatory permissions or approvals required to operate your business still appears to be lacking. Please add the following disclosure:

● Disclose each permission or approval
that you, your subsidiaries, your WFOE, and/or your VIEs are required to obtain from Chinese authorities (including Hong Kong authorities)
to operate your business.

● State affirmatively whether you
have received all requisite operating permissions or approvals and whether any permissions or approvals have been denied.

● Describe the consequences to
you and your investors if you, your subsidiaries, WFOE, or the VIEs: (i) do not receive or maintain such operating permissions or approvals,
(ii) inadvertently conclude that such operating permissions or approvals are not required, or (iii) applicable laws, regulations, or
interpretations change and you are required to obtain such operating permissions or approvals in the future.

● If your revised disclosure indicates
no operating permissions or approvals are required from Chinese authorities (including Hong Kong authorities), then additionally disclose
how you determined this. If you relied on counsel, identify counsel and file an exhibit. If you did not consult counsel, provide an explanation
as to why you did not consult counsel. Please expand or revise related risk factors as appropriate.

In response to the Staff’s comments, the Company has
revised the disclosure in the Revised Registration Statement on page 15 in accordance with the Staff’s instructions. A consent of
Hebei Kaicheng Law Office, the Company’s Chinese counsel, has been filed as the Exhibit 23.3 of the Amendment 3 to the Form S-3
filed on December 5, 2022.

About this Prospectus

Financial Information Related to the VIEs, Page

    2.
    We note your revisions in response to prior comment four, and reissue it in part. Please revise your consolidating schedules to present information for the WFOE as primary beneficiary in a separate column.

In response to the Staff’s comments, the Company has
revised the disclosure in the Revised Registration Statement on pages 9-14 in accordance with the Staff’s instructions.

We hope this response has addressed all of the
Staff’s concerns relating to the comment letter. Should you have additional questions regarding the information contained herein,
please contact our outside securities counsel Bill Huo, Esq. or Steven Glauberman, Esq. of Becker & Poliakoff LLP at bhuo@beckerlawyers.com
or sglauberman@beckerlawyers.com.

Very truly yours,

    By:
    /s/ Steven Glauberman

    Name:
    Steven Glauberman

cc: Bill Huo, Esq.

United States securities and exchange commission logo
December 9, 2022
Bin Zhou
Chief Executive Officer
Planet Green Holdings Corp.
36-10 Union St., 2nd Floor
Flushing, NY 11345
Re:Planet Green Holdings Corp.
Amendment No. 3 to Registration Statement on Form S-3
Filed December 5, 2022
File No. 333-259611
Dear Bin Zhou:
            We have reviewed your amended registration statement and have the following
comments.  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 by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our November 29, 2022, letter.
Amendment No. 3 to Form S-3
General
1.Despite your response to prior comment seven, disclosure regarding regulatory
permissions or approvals required to operate your business still appears to be lacking.
Please add the following disclosure:

•Disclose each permission or approval that you, your subsidiaries, your WFOE, and/or
your VIEs are required to obtain from Chinese authorities (including Hong Kong
authorities) to operate your business.
•State affirmatively whether you have received all requisite operating permissions or

 FirstName LastNameBin Zhou
 Comapany NamePlanet Green Holdings Corp.
 December 9, 2022 Page 2
 FirstName LastName
Bin Zhou
Planet Green Holdings Corp.
December 9, 2022
Page 2
approvals and whether any permissions or approvals have been denied.

•Describe the consequences to you and your investors if you, your subsidiaries,
WFOE, or the VIEs:  (i) do not receive or maintain such operating permissions or
approvals, (ii) inadvertently conclude that such operating permissions or approvals
are not required, or (iii) applicable laws, regulations, or interpretations change and
you are required to obtain such operating permissions or approvals in the future.

•If your revised disclosure indicates no operating permissions or approvals are
required from Chinese authorities (including Hong Kong authorities), then
additionally disclose how you determined this.  If you relied on counsel, identify
counsel and file an exhibit.  If you did not consult counsel, provide an explanation as
to why you did not consult counsel.  Please expand or revise related risk factors as
appropriate.

About this Prospectus
Financial Information Related to the VIEs, page 9
2.We note your revisions in response to prior comment four, and reissue it in part.  Please
revise your consolidating schedules to present information for the WFOE as primary
beneficiary in a separate column.

 FirstName LastNameBin Zhou
 Comapany NamePlanet Green Holdings Corp.
 December 9, 2022 Page 3
 FirstName LastName
Bin Zhou
Planet Green Holdings Corp.
December 9, 2022
Page 3
            Please contact Jennifer Angelini at 202-551-3047 or Jay Ingram at 202-551-3397 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:       Steven Glauberman

CORRESP
1
filename1.htm

    Steven Glauberman

    Becker & Poliakoff, LLP

    45 Broadway, 17th Floor

    New York, New York 10006

    Email: sglauberman@beckerlawyers.com

    Phone: (212) 599-3322 Fax: (212) 557-0295

    December 5, 2022
    VIA EDGAR

United States Securities & Exchange Commission

Division of Corporation Finance

Office of Manufacturing

450 Fifth Street N.W.

Washington, DC 20549

    Attention:
    Ms. Jennifer Angelini,

Ms. Sherry Haywood

    Re:
    Planet Green Holdings Corp.

Amendment No. 2 to Registration Statement on Form S-3

Filed November 3, 2022

File No. 333-259611

To the Reviewing Staff Members of the Commission:

On behalf of our client, Planet Green Holdings
Corp., a Nevada company (the “Company”), we submit to the staff (the “Staff”) of the Securities
and Exchanges Commission (the “Commission”) this letter setting forth the Company’s responses to the comments
contained in the Staff’s letter dated November 29, 2022 on the Company’s Amendment No. 2 to Registration Statement on Form
S-3 previously submitted on November 3, 2022 (the “Registration Statement”).

Concurrently with the submission of this letter,
the Company is submitting Amendment No. 3 to its registration statement on Form S-3 (the “Revised Registration Statement”)
with exhibits via EDGAR to the Commission.

The Staff’s comments are repeated below in
bold and are followed by the Company’s responses. We have included page references in the Revised Registration Statement where the
language addressing a particular comment appears. Capitalized terms used but not otherwise defined herein have the meanings set forth
in the Revised Registration Statement.

Amendment No. 2 to Form S-3

Cover Page

    1.
    We note your response to prior comment two and reissue it in part. Please revise your prospectus cover to clearly disclose how you will refer to the holding company, subsidiaries, and VIEs when providing the disclosure throughout the document. In addition, revise the definitions on pages 1 and 4 for consistency with each other and so that it is clear to investors which entity the disclosure is referencing and which subsidiaries or entities are conducting the business operations. Refrain from using terms such as “we” or “our” when describing activities or functions of a VIE.

In response to the Staff’s comments, the Company has
revised the disclosure in the Revised Registration Statement on the cover page and page 4 in accordance with the Staff’s instructions.

About this Prospectus

About the Company, Page 4

    2.
    We note your response to prior comment four and reissue it in part. Please revise the definition of “China” and “PRC” on page 4 to remove the Hong Kong carve-out or revise your disclosure throughout, including without limitation your risk factors, to maintain the same consistency of disclosure for China and Hong Kong.

In response to the Staff’s comments, the Company has
revised the disclosure in the Revised Registration Statement on page 4 in accordance with the Staff’s instructions.

VIE Arrangements, page 7

    3.
    We note your response to prior comment ten. Please further revise the statement on page 8, “The Company is considered the primary beneficiary of Jilin Chuangyuan and it consolidates its accounts as VIEs,” to clarify that you are considered the primary beneficiary for accounting purposes and to address your other two VIEs, Anhui Ansheng and Xiangtian Energy.

In response to the Staff’s comments, the Company has
revised the disclosure in the Revised Registration Statement on page 7 in accordance with the Staff’s instructions.

Financial Information Related to the VIEs, page 9

    4.
    We note your revisions in response to prior comment 11. Please revise your consolidating schedules to present information for the WFOE as primary beneficiary in a separate column. In addition, please include consolidating schedules for the year ended and as of December 31, 2020.

In response to the Staff’s comments, the Company has revised
the disclosure in the Revised Registration Statement on pages 9, 12 and 14 in accordance with the Staff’s instructions.

 Cash Flows through Our Organization, page 13

    5.
    We note your response to prior comment 12 and reissue it in part. In addition to the description of how cash is transferred through your organization, please quantify the cash flows and transfers of other assets by type that have occurred between the holding company, its subsidiaries, and the consolidated VIEs, and direction of transfer, for at least the periods covered by your financial statements. Your disclosure should make clear if no such transfers have been made to date.

In response to the Staff’s comments, the Company has revised
the disclosure in the Revised Registration Statement on page 15 in accordance with the Staff’s instructions.

6. We note disclosure regarding potential restrictions on
your ability to transfer cash, for example on the prospectus cover and pages 8 and 13 of the prospectus summary. Please additionally
address the following:

 ● In
addition to foreign exchange restrictions, describe actual restrictions with respect to the payment of dividends or other transfers of
net assets and, as applicable, quantify the amounts subject to such restrictions as of December 31, 2021 and 2020.

 ● Revise
the following sentence as appropriate for consistency with applicable restrictions, “However, as long as we are compliant with
the procedures for approvals from foreign exchange authorities and banks in China, the relevant laws and regulations in China do not
impose limitations on the amount of funds that we can transfer out of China.”

 ● Disclose,
if true, that there can be no assurance the PRC government will not intervene or impose restrictions on the company’s ability to
transfer cash out of China.

 ● Add
risk factor disclosure regarding the risks of restrictions and limitations on your ability to distribute earnings from the company, including
your subsidiaries and/or the consolidated VIEs, to the parent company and U.S. investors, as well as the ability to settle amounts owed
under the VIE agreements.

In response to the Staff’s comments, the Company has revised
the disclosure in the Revised Registration Statement on the cover page, and pages 15, 29 and 30 in accordance with the Staff’s instructions.

    2

Recent regulatory Development, page 14

    7.
    We note your revisions in response to prior comment five. However, your disclosure regarding regulatory permissions or approvals required to operate your business appears to be limited to governmental authorities in mainland China, for example on page 5. Please revise to disclose each permission or approval that you, your subsidiaries, and/or your VIEs are required to obtain from Chinese authorities (including Hong Kong authorities) to operate your business. State affirmatively whether you have received all requisite operating permissions or approvals and whether any permissions or approvals have been denied. Please also describe the consequences to you and your investors if you, your subsidiaries, or the VIEs: (i) do not receive or maintain such permissions or approvals, (ii) inadvertently conclude that such permissions or approvals are not required, or (iii) applicable laws, regulations, or interpretations change and you are required to obtain such permissions or approvals in the future.

In response to the Staff’s comments, the Company has revised
the disclosure in the Revised Registration Statement on page 15 in accordance with the Staff’s instructions.

    8.
    Please revise disclosure that indicates no permissions or approvals are required from Chinese authorities (including Hong Kong authorities) to disclose how you determined this. If you relied on counsel, as your disclosure appears to indicate, identify counsel and file an exhibit. If you did not consult counsel, provide an explanation as to why you did not consult counsel. Please expand or revise related risk factors as appropriate.

In response to the Staff’s comments, the Company has revised
the disclosure in the Revised Registration Statement on pages 15 and 16 in accordance with the Staff’s instructions.

General

    9.

    Please update your disclosure wherever you discuss the HFCA
Act to reflect that on August 26, 2022, the PCAOB signed a Statement of Protocol with the China Securities Regulatory Commission and
the Ministry of Finance of the PRC to allow the PCAOB to inspect and investigate completely registered pubic accounting firms headquartered
in China and Hong Kong, consistent with the HFCA Act, and that the PCAOB will be required to reassess its determinations by the end of
2022.

In response to the Staff’s comments, the Company has
revised the disclosure in the Revised Registration Statement on page 36 in accordance with the Staff’s instructions.

    3

We hope this response has addressed all of the
Staff’s concerns relating to the comment letter. Should you have additional questions regarding the information contained herein,
please contact our outside securities counsel Bill Huo, Esq. or Steven Glauberman, Esq. of Becker & Poliakoff LLP at bhuo@beckerlawyers.com
or sglauberman@beckerlawyers.com.

    Very truly yours,

    By:
    /s/ Steven Glauberman

    Name:
    Steven Glauberman

4

United States securities and exchange commission logo
November 29, 2022
Bin Zhou
Chief Executive Officer
Planet Green Holdings Corp.
36-10 Union St., 2nd Floor
Flushing, NY 11345
Re:Planet Green Holdings Corp.
Amendment No. 2 to Registration Statement on Form S-3
Filed November 3, 2022
File No. 333-259611
Dear Bin Zhou:
            We have reviewed your amended registration statement and have the following
comments.  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 by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our May 20, 2022 letter.
Amendment No. 2 to Form S-3
Cover Page
1.We note your response to prior comment two and reissue it in part.  Please revise your
prospectus cover to clearly disclose how you will refer to the holding company,
subsidiaries, and VIEs when providing the disclosure throughout the document.  In
addition, revise the definitions on pages 1 and 4 for consistency with each other and so
that it is clear to investors which entity the disclosure is referencing and which
subsidiaries or entities are conducting the business operations.  Refrain from using terms
such as "we" or "our" when describing activities or functions of a VIE.

 FirstName LastNameBin Zhou
 Comapany NamePlanet Green Holdings Corp.
 November 29, 2022 Page 2
 FirstName LastName
Bin Zhou
Planet Green Holdings Corp.
November 29, 2022
Page 2
About this Prospectus
About the Company, page 4
2.We note your response to prior comment four and reissue it in part.  Please revise the
definition of "China" and "PRC" on page 4 to remove the Hong Kong carve-out or revise
your disclosure throughout, including without limitation your risk factors, to maintain the
same consistency of disclosure for China and Hong Kong.
VIE Arrangements, page 7
3.We note your response to prior comment ten.  Please further revise the statement on page
8, "The Company is considered the primary beneficiary of Jilin Chuangyuan and it
consolidates its accounts as VIEs," to clarify that you are considered the primary
beneficiary for accounting purposes and to address your other two VIEs, Anhui Ansheng
and Xiangtian Energy.
Financial Information Related to the VIEs, page 9
4.We note your revisions in response to prior comment 11.  Please revise your consolidating
schedules to present information for the WFOE as primary beneficiary in a separate
column.  In addition, please include consolidating schedules for the year ended and as of
December 31, 2020.
Cash Flows through Our Organization, page 13
5.We note your response to prior comment 12 and reissue it in part.  In addition to the
description of how cash is transferred through your organization, please quantify the cash
flows and transfers of other assets by type that have occurred between the holding
company, its subsidiaries, and the consolidated VIEs, and direction of transfer, for at least
the periods covered by your financial statements.  Your disclosure should make clear if no
such transfers have been made to date.
6.We note disclosure regarding potential restrictions on your ability to transfer cash, for
example on the prospectus cover and pages 8 and 13 of the prospectus summary.  Please
additionally address the following:

•In addition to foreign exchange restrictions, describe actual restrictions with respect
to the payment of dividends or other transfers of net assets and, as applicable,
quantify the amounts subject to such restrictions as of December 31, 2021 and 2020.

•Revise the following sentence as appropriate for consistency with applicable
restrictions, "However, as long as we are compliant with the procedures for approvals
from foreign exchange authorities and banks in China, the relevant laws and
regulations in China do not impose limitations on the amount of funds that we can
transfer out of China."

 FirstName LastNameBin Zhou
 Comapany NamePlanet Green Holdings Corp.
 November 29, 2022 Page 3
 FirstName LastName
Bin Zhou
Planet Green Holdings Corp.
November 29, 2022
Page 3
•Disclose, if true, that there can be no assurance the PRC government will not
intervene or impose restrictions on the company’s ability to transfer cash out of
China.

•Add risk factor disclosure regarding the risks of restrictions and limitations on your
ability to distribute earnings from the company, including your subsidiaries and/or
the consolidated VIEs, to the parent company and U.S. investors, as well as the
ability to settle amounts owed under the VIE agreements.
Recent Regulatory Developement, page 14
7.We note your revisions in response to prior comment five.  However, your disclosure
regarding regulatory permissions or approvals required to operate your business appears to
be limited to governmental authorities in mainland China, for example on page 5.  Please
revise to disclose each permission or approval that you, your subsidiaries, and/or your
VIEs are required to obtain from Chinese authorities (including Hong Kong authorities) to
operate your business.  State affirmatively whether you have received all requisite
operating permissions or approvals and whether any permissions or approvals have been
denied.  Please also describe the consequences to you and your investors if you, your
subsidiaries, or the VIEs:  (i) do not receive or maintain such permissions or approvals,
(ii) inadvertently conclude that such permissions or approvals are not required, or (iii)
applicable laws, regulations, or interpretations change and you are required to obtain such
permissions or approvals in the future.
8.Please revise disclosure that indicates no permissions or approvals are required from
Chinese authorities (including Hong Kong authorities) to disclose how you determined
this.  If you relied on counsel, as your disclosure appears to indicate, identify counsel and
file an exhibit.  If you did not consult counsel, provide an explanation as to why you did
not consult counsel.  Please expand or revise related risk factors as appropriate.

General
9.Please update your disclosure wherever you discuss the HFCA Act to reflect that on
August 26, 2022, the PCAOB signed a Statement of Protocol with the China Securities
Regulatory Commission and the Ministry of Finance of the PRC to allow the PCAOB to
inspect and investigate completely registered pubic accounting firms headquartered in
China and Hong Kong, consistent with the HFCA Act, and that the PCAOB will be
required to reassess its determinations by the end of 2022.

 FirstName LastNameBin Zhou
 Comapany NamePlanet Green Holdings Corp.
 November 29, 2022 Page 4
 FirstName LastName
Bin Zhou
Planet Green Holdings Corp.
November 29, 2022
Page 4
            Please contact Jennifer Angelini at 202-551-3047 or Jay Ingram at 202-551-3397 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:       Steven Glauberman

CORRESP
1
filename1.htm

    Steven Glauberman

    Becker & Poliakoff, LLP

    45 Broadway, 17th Floor

    New York, New York 10006

    Email: sglauberman@beckerlawyers.com

    Phone: (212) 599-3322 Fax: (212) 557-0295

    November 3, 2022
    VIA EDGAR

United States Securities & Exchange Commission

Division of Corporation Finance

Office of Manufacturing

450 Fifth Street N.W.

Washington, DC 20549

    Attention:
    Ms. Jennifer Angelini,

Ms. Sherry Haywood

    Re:
    Planet Green Holdings Corp.

Amendment No. 1 to Registration Statement on Form S-3

Filed April 25, 2022

File No. 333-259611

To the Reviewing Staff Members of the Commission:

On behalf of our client, Planet
Green Holdings Corp., a Nevada company (the “Company”), we submit to the staff (the “Staff”) of
the Securities and Exchanges Commission (the “Commission”) this letter setting forth the Company’s responses
to the comments contained in the Staff’s letter dated May 20, 2022 on the Company’s Amendment No. 1 to Registration Statement
on Form S-3 previously submitted on April 25, 2022 (the “Registration Statement”).

Concurrently with the submission
of this letter, the Company is submitting Amendment No. 2 to its registration statement on Form S-3 (the “Revised Registration
Statement”) with exhibits via EDGAR to the Commission.

The Staff’s comments
are repeated below in bold and are followed by the Company’s responses. We have included page references in the Revised Registration
Statement where the language addressing a particular comment appears. Capitalized terms used but not otherwise defined herein have the
meanings set forth in the Revised Registration Statement.

Amendment No. 1 to Form S-3

Cover Page

1.
We note your responses to prior comments one and two. Please further revise your prospectus cover as follows:

 ● Clearly state that your VIE structure involves unique
risks to investors;

 ● Revise the sentence indicating VIE structure is used to
“replicate foreign investment” to explain that VIE structure is used to “provide investors with exposure to foreign investment”
in China-based companies; additionally eliminate references to “control” through VIE contractual arrangements;

 ● Disclose whether the legal and operational risks associated
with being a China-based issuer could significantly limit or completely hinder your ability to offer or continue to offer securities
to investors, and how recent statements and regulatory actions by China’s government have or may impact your ability to conduct business
or accept foreign investments; and

 ● Revise your disclosure relating to the HFCA Act and PCAOB
to disclose whether your auditor is subject to the determinations announced by the PCAOB on December 16, 2021, and whether and how the
HFCA Act and related regulations will affect your company.

In response to the Staff’s comments,
the Company has revised the disclosure in the Revised Registration Statement on the cover page in accordance with the Staff’s instructions.

    2.
    We note your response to prior comment three and reissue our comment. Please revise your prospectus cover to clearly disclose how you will refer to the holding company, subsidiaries, and VIEs when providing the disclosure throughout the document so that it is clear to investors which entity the disclosure is referencing and which subsidiaries or entities are conducting the business operations. Refrain from using terms such as “we” or “our” when describing activities or functions of a VIE. For example, disclose, if true, that your subsidiaries and/or VIEs conduct operations in China, and that the holding company does not conduct operations. Disclose clearly the entity (including the domicile) in which investors are purchasing an interest. Additionally remove or revise your disclosure on page 1, relating to defined terms, for consistency with the foregoing.

In response to the Staff’s comments,
the Company has revised the disclosure in the Revised Registration Statement on the cover page, page 1 and elsewhere in accordance with
the Staff’s instructions.

    3.
    Provide a description of how cash is transferred through your organization and disclose your intentions to distribute earnings or settle amounts owed under the VIE agreements. State whether any transfers, dividends, or distributions have been made to date between the holding company, its subsidiaries, and consolidated VIEs, or to investors, and quantify the amounts where applicable. Provide cross-references to the condensed consolidating schedule and the consolidated financial statements.

In response to the Staff’s
comments, the Company has revised the disclosure in the Revised Registration Statement on the cover page and pages 13 and 20 in accordance
with the Staff’s instructions.

Prospectus Summary, page 1

4. We note your response to prior comment five. Please further
revise your disclosure to address the following:

 ● The list of subsidiaries filed as Exhibit 21.1 does not
include all the subsidiaries depicted and listed on page 5, and identifies only one of your two VIEs; revise to ensure consistency.

 ● We note your definitions of “China” and “PRC”
page 3 exclude Hong Kong, notwithstanding that you have Hong Kong subsidiaries. Remove this carveout altogether, or revise your disclosure
throughout to maintain the same consistency of disclosure for China and Hong Kong.

 ● Revise the diagram on page 5 to depict the relationship
with your two VIEs with dashed lines without arrows, rather than solid lines with arrows.

 ● Remove the reference to “January 17, 2022” preceding
the list of your subsidiaries on page 5, and ensure the information is current as of the date of the prospectus.

In response to the Staff’s comments,
the Company has revised the disclosure in the Revised Registration Statement on the cover page and pages 6, 7 and the Exhibit 21.1 in
accordance with the Staff’s instructions.

    2

    5.
    We note that your revisions in response to prior comment eight do not appear to cover Hong Kong, based on the carve-out to your definition of “China” or “PRC.” Accordingly, we reissue the comment, as updated, to be specifically applied to your Hong Kong subsidiaries in addition to your other operating entities. Disclose each permission or approval that you, your subsidiaries, or your VIEs are required to obtain from Chinese authorities to operate your business and to offer the securities being registered to foreign investors. State whether you, your subsidiaries, or VIEs are covered by permissions requirements from the China Securities Regulatory Commission (CSRC), the Cyberspace Administration of China (CAC), or any other governmental agency that is required to approve of the VIEs’ operations, and state affirmatively whether you have received all requisite permissions or approvals and whether any permissions or approvals have been denied. Please also describe the consequences to you and your investors if you, your subsidiaries, or the VIEs: (i) do not receive or maintain such permissions or approvals, (ii) inadvertently conclude that such permissions or approvals are not required, or (iii) applicable laws, regulations, or interpretations change and you are required to obtain such permissions or approvals in the future.

In response to the Staff’s comments,
the Company has revised the disclosure in the Revised Registration Statement on the cover page and pages 37 to 39 in accordance with the
Staff’s instructions.

Risk Factors

“If we seek shareholder approval... ”, page 46

    6.
    We note your response to prior comment seven and reissue it. Please revise your prospectus summary to include summary risk factors that disclose the risks that your corporate structure and being based in or having the majority of the company’s operations in China poses to investors. In particular, describe the significant regulatory, liquidity, and enforcement risks with cross-references to the more detailed discussion of these risks in the prospectus. For example, specifically discuss risks arising from the legal system in China, including risks and uncertainties regarding the enforcement of laws and that rules and regulations in China can change quickly with little advance notice; and the risk that the Chinese government may intervene or influence your operations at any time, or may exert more control over offerings conducted overseas and/or foreign investment in China- based issuers, which could result in a material change in your operations and/or the value of the securities you are registering for sale. Acknowledge any risks that any actions by the Chinese government to exert more oversight and control over offerings that are conducted overseas and/or foreign investment in China-based issuers could significantly limit or completely hinder your ability to offer or continue to offer securities to investors and cause the value of such securities to significantly decline or be worthless.

In response to the Staff’s comments,
the Company has revised the disclosure in the Revised Registration Statement on the cover page and pages 14 and 20 in accordance with
the Staff’s instructions.

    7.
    We note your response to prior comment 11. Please revise your prospectus summary to disclose that trading in your securities may be prohibited under the HFCA Act if the PCAOB determines that it cannot inspect or investigate completely your auditor, and that as a result an exchange may determine to delist your securities. Disclose whether your auditor is subject to the determinations announced by the PCAOB on December 16, 2021.

In response to the Staff’s comments,
the Company has revised the disclosure in the Revised Registration Statement on the cover page in accordance with the Staff’s instructions.

Incorporation of Certain Information by Reference, page 2

    8.
    Please revise the list of current reports to (i) remove the duplicate reference to Forms 8- K/A filed on January 20, 2022, and (ii) include the Forms 8-K and 8-K/A respectively filed on April 18 and 21, 2022. Conform the Experts section, which refers to Forms 8-K rather than Forms 8-K/A and an incorrect filing date, April 22 rather than April 21, 2022. Additionally revise the auditors’ consent filed as Exhibit 23.1 to correct the date of the report relating to Allyinson Ltd., which appears as April 21, 2022, in the Form 8-K/A filed on that date.

In response to the Staff’s comments,
the Company has the updated Exhibit 23.1 and revised the disclosure in the Revised Registration Statement on pages 2, 3 and 64 in accordance
with the Staff’s instructions.

    3

VIE Arrangements, page 7

    9.
    We note your response to prior comment six and reissue it in part. Please revise your description of the relevant contractual agreements between the entities to specifically describe how this type of corporate structure may affect investors and the value of their investment, including how and why the contractual arrangements may be less effective than direct ownership and that the company may incur substantial costs to enforce the terms of the arrangements. Disclose the uncertainties regarding the status of the rights of the Nevada holding company with respect to its contractual arrangements with the VIEs, their founders and owners, and the challenges the company may face enforcing these contractual agreements due to legal uncertainties under Chinese law and jurisdictional limits.

In response to the Staff’s comments, the Company has
revised the disclosure in the Revised Registration Statement on the cover page and pages 8 and 41 in accordance with the Staff’s
instructions.

    10.
    We note your disclosure that the Nevada holding company controls and receives the economic benefits of the VIEs’ business operations through contractual agreements between the VIEs and your Wholly Foreign-Owned Enterprise (WFOE) and that those agreements are designed to provide your WFOE with the power, rights, and obligations equivalent in all material respects to those it would possess as the principal equity holder of the VIE. We also note your disclosure that the Nevada holding company is the primary beneficiary of the VIEs. However, neither the investors in the holding company nor the holding company itself have an equity ownership in, direct foreign investment in, or control of, through such ownership or investment, the VIEs. Accordingly, please refrain from implying that the contractual agreements are equivalent to equity ownership in the business of the VIEs. Any references to control or benefits that accrue to you because of the VIEs should be limited to a clear description of the conditions you have satisfied for consolidation of the VIEs under U.S. GAAP. Additionally, your disclosure should clarify that you are the primary beneficiary of the VIEs for accounting purposes. Please also disclose, if true, that the VIE agreements have not been tested in a court of law.

Response: In response to the Staff’s comments, the
Company has revised the disclosure in the Revised Registration Statement on the cover page and page 8 in accordance with the Staff’s
instructions.

Condensed Consolidating Statements of Operations, page 8

    11.
    We note your response to prior comment ten, and reissue it with additional guidance. Please provide in tabular form a condensed consolidating schedule that disaggregates the operations and depicts the financial position, cash flows, and results of operations as of the same dates and for the same periods for which audited consolidated financial statements are required. The schedule should present major line items, such as revenue and cost of goods/services, and subtotals and disaggregated intercompany amounts, such as separate line items for intercompany receivables and investment in subsidiary. The schedule should also disaggregate the parent company, the VIEs and their consolidated subsidiaries, the WFOE that is the primary beneficiary of the VIEs, and an aggregation of other entities that are consolidated. The objective of this disclosure is to allow an investor to evaluate the nature of assets held by, and the operations of, entities apart from the VIEs, as well as the nature and amounts associated with intercompany transactions. Any intercompany amounts should be presented on a gross basis and when necessary, additional disclosure about such amounts should be included in order to make the information presented not misleading.

In response to the Staff’s comments, the Company has
revised the disclosure in the Revised Registration Statement from pages 9 to 12 in accordance with the Staff’s instructions.

    4

Transfer of Cash Within the Organization, page 10

    12.
    We note your disclosure in response to prior comment nine. Please revise to provide disclosure with respect to all transfers, distributions, or dividends; i.e., not limited to those during the year ended December 31, 2021.

In response to the Staff’s comments, the Company has
revised the disclosure in the Revised Registration Statement on pages 13 and 20 in accordance with the Staff’s instructions.

Risk Factors, page 15

    13.
    We note your response to prior comment 14. Please update the disclosure in this risk factor to describe recent CAC regulations and related risks. Additionally, please group all your China-related risk factors together in an appropriately captioned subsection, rather than having them dispersed throughout your risk factors section.

In response to the Staff’s comments, the Company has
revised the disclosure in the Revised Registration Statement on page 20 and from pages 28 to 42 in accordance with the Staff’s instructions.

General

    14.
    Please revise your disclosure to identify which officers and directors are located in China. Additionally revise your risk factors section as well as a separate Enforceability section to disclose that the location of these officers and directors in China may make it more

United States securities and exchange commission logo
August 3, 2022
Lili Hu
Chief Financial Officer
Planet Green Holdings Corp.
36-10 Union St., 2nd Floor
Flushing, NY 11345
Re:Planet Green Holdings Corp.
Form 10-K for the Fiscal Year Ended December 31, 2021
Filed March 31, 2022
Form 10-Q for the Fiscal Quarter Ended March 31, 2022
Filed May 13, 2022
File No. 001-34449
Dear Ms. Hu:
            We have reviewed your filings and have the following comments.  In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.
            Please respond to these comments 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 our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
Form 10-K for the Fiscal Year Ended December 31, 2021
Item 1. Business, page 2
1.Please conform the disclosures in your Form 10-K, related to your operations in China and
Hong Kong, with the disclosures in your amended Form S-3 (File No. 333-259611),
taking into consideration comments 1 to 3 and 5 through 14 from our letter dated October
13, 2021 and comments 1 to 7 and 9 through 14 from our letter dated  May 20, 2022, as
applicable. Disclosures presented in the forepart/prospectus of Form S-3 should be
disclosed at the onset of Item 1. Business in your Form 10-K. Please confirm your
understanding of this matter and that you will comply with the requisite disclosures in
your Form 10-K, as applicable, in your response to us.

 FirstName LastNameLili Hu
 Comapany NamePlanet Green Holdings Corp.
 August 3, 2022 Page 2
 FirstName LastNameLili Hu
Planet Green Holdings Corp.
August 3, 2022
Page 2
ITEM 9A. Controls and Procedures
Internal Controls over Financial Reporting, page 15
2.Revise Management’s Annual Report on Internal Control over Financial Reporting in
future filings to identify the Committee of Sponsoring Organizations of the Treadway
Commission, or COSO, Internal Control-Integrated Framework used to evaluate the
effectiveness of your internal control over financial reporting (e.g., COSO 2013). Please
refer to Item 308(a)(2) of Regulation S-K.
Note 2. Summary of Significant Accounting Policies
Recent Accounting Pronouncements, page F-16
3.We note that although the adoption dates of ASU 2018-02 and ASU 2018-13 have passed,
you continue to state that the company does not believe the adoption of these ASUs would
affect the company’s financial statements. Please confirm that you have adopted the
pronouncements and revise the discussions in future filings to clearly disclose the impact,
or lack thereof, of the adoption on your financial statements. See SAB Topic 11.M.
Note 23. Segment Reporting, page F-28
4.You disclose that your primary business segment and operations are Shandong
Yunchu, Jingshan Sanhe, Anhui Ansheng, Jilin Chuangyuan, Xianning Bozhuang and
Fast Approach. We also note from the "Overview of Our Business" section on page 2 that
you operate a variety of businesses, including (i) the production of food and beverage
products, (ii) the manufacture and sale of formaldehyde, urea formaldehyde adhesive,
methylal, ethanol fuel, fuel additives and clean fuel products, (iii)  the manufacture of
skid-mounted refueling equipment, LNG cryogenic equipment and oil storage tanks, and
(iv) a demand side advertising platform.  Please address the following:

•Describe to us, briefly, each of your businesses and identify the entity through which
you provide each of these products and services.
•Tell us whether each of the entities you identify in this note represent an operating
segment pursuant to ASC 280- 10-50-1 though 50-9.
•Tell us, and revise future filings to disclose your operating segments and your
reportable segments as well as the information required by ASC 280-10-50-21.
•To the extent you aggregate operating segments into one or more reportable
segments, please explain how the operating segments meet the aggregation criteria in
ASC 280-10-50-11.
5.Revise this note in future filings to provide all the disclosures required by ASC 280-10-
50-20 to 50-42. To the extent you believe you are not required to provide certain
information called for by the standard, please tell us why.

 FirstName LastNameLili Hu
 Comapany NamePlanet Green Holdings Corp.
 August 3, 2022 Page 3
 FirstName LastName
Lili Hu
Planet Green Holdings Corp.
August 3, 2022
Page 3
Form 10-Q for the Fiscal Quarter Ended March 31, 2022
Item 6. Exhibits
Exhibit 31, page 7
6.We note that your certifying officers omitted paragraph 4b from their certifications,
although the transition period outlined in Rule 13a-15(c) of the Exchange Act and Item
308 of Regulation S-K is no longer applicable to you. Please revise all future annual and
quarterly reports to include the complete text, including paragraph 4b, as required by Item
601(b)(31)(i) of Regulation S-K.
            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.
            You may contact Dale Welcome, Staff Accountant, at 202-551-3865 or Martin James,
Senior Advisor, at 202-551-3671 if you have questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

United States securities and exchange commission logo
May 20, 2022
Bin Zhou
Chief Executive Officer
Planet Green Holdings Corp.
36-10 Union St., 2nd Floor
Flushing, NY 11345
Re:Planet Green Holdings Corp.
Amendment No. 1 to Registration Statement on Form S-3
Filed April 25, 2022
File No. 333-259611
Dear Mr. Zhou:
            We have reviewed your amended registration statement and have the following
comments.  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 by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our October 13, 2021, letter.
Amendment No. 1 to Form S-3
Cover Page
1.We note your responses to prior comments one and two.  Please further revise your
prospectus cover as follows:

•Clearly state that your VIE structure involves unique risks to investors;

•Revise the sentence indicating VIE structure is used to "replicate foreign investment"
to explain that VIE structure is used to "provide investors with exposure to foreign
investment" in China-based companies; additionally eliminate references to "control"
through VIE contractual arrangements;

 FirstName LastNameBin Zhou
 Comapany NamePlanet Green Holdings Corp.
 May 20, 2022 Page 2
 FirstName LastNameBin Zhou
Planet Green Holdings Corp.
May 20, 2022
Page 2
•Disclose whether the legal and operational risks associated with being a China-based
issuer could significantly limit or completely hinder your ability to offer or continue
to offer securities to investors, and how recent statements and regulatory actions by
China's government have or may impact your ability to conduct business or accept
foreign investments; and

•Revise your disclosure relating to the HFCA Act and PCAOB to disclose whether
your auditor is subject to the determinations announced by the PCAOB on December
16, 2021, and whether and how the HFCA Act and related regulations will affect
your company.
2.We note your response to prior comment three and reissue our comment.  Please revise
your prospectus cover to clearly disclose how you will refer to the holding company,
subsidiaries, and VIEs when providing the disclosure throughout the document so that it is
clear to investors which entity the disclosure is referencing and which subsidiaries or
entities are conducting the business operations.  Refrain from using terms such as "we" or
"our" when describing activities or functions of a VIE.  For example, disclose, if true, that
your subsidiaries and/or VIEs conduct operations in China, and that the holding company
does not conduct operations.  Disclose clearly the entity (including the domicile) in which
investors are purchasing an interest.  Additionally remove or revise your disclosure on
page 1, relating to defined terms, for consistency with the foregoing.
3.Provide a description of how cash is transferred through your organization and disclose
your intentions to distribute earnings or settle amounts owed under the VIE agreements.
State whether any transfers, dividends, or distributions have been made to date between
the holding company, its subsidiaries, and consolidated VIEs, or to investors, and quantify
the amounts where applicable.  Provide cross-references to the condensed consolidating
schedule and the consolidated financial statements.
Prospectus Summary, page 1
4.We note your response to prior comment five.  Please further revise your disclosure to
address the following:

•The list of subsidiaries filed as Exhibit 21.1 does not include all the subsidiaries
depicted and listed on page 5, and identifies only one of your two VIEs; revise to
ensure consistency.

•We note your definitions of "China" and "PRC" page 3 exclude Hong Kong,
notwithstanding that you have Hong Kong subsidiaries.  Remove this carve-
out altogether, or revise your disclosure throughout to maintain the same consistency
of disclosure for China and Hong Kong.

•Revise the diagram on page 5 to depict the relationship with your two VIEs with
dashed lines without arrows, rather than solid lines with arrows.

 FirstName LastNameBin Zhou
 Comapany NamePlanet Green Holdings Corp.
 May 20, 2022 Page 3
 FirstName LastName
Bin Zhou
Planet Green Holdings Corp.
May 20, 2022
Page 3

•Remove the reference to "January 17, 2022" preceding the list of your subsidiaries on
page 5, and ensure the information is current as of the date of the prospectus.
5.We note that your revisions in response to prior comment eight do not appear to cover
Hong Kong, based on the carve-out to your definition of "China" or "PRC."  Accordingly,
we reissue the comment, as updated, to be specifically applied to your Hong Kong
subsidiaries in addition to your other operating entities.  Disclose each permission or
approval that you, your subsidiaries, or your VIEs are required to obtain from Chinese
authorities to operate your business and to offer the securities being registered to foreign
investors.  State whether you, your subsidiaries, or VIEs are covered by permissions
requirements from the China Securities Regulatory Commission (CSRC), the Cyberspace
Administration of China (CAC), or any other governmental agency that is required to
approve of the VIEs’ operations, and state affirmatively whether you have received all
requisite permissions or approvals and whether any permissions or approvals have been
denied.  Please also describe the consequences to you and your investors if you, your
subsidiaries, or the VIEs:  (i) do not receive or maintain such permissions or approvals,
(ii) inadvertently conclude that such permissions or approvals are not required, or (iii)
applicable laws, regulations, or interpretations change and you are required to obtain such
permissions or approvals in the future.
6.We note your response to prior comment seven and reissue it.  Please revise your
prospectus summary to include summary risk factors that disclose the risks that your
corporate structure and being based in or having the majority of the company’s operations
in China poses to investors.  In particular, describe the significant regulatory, liquidity,
and enforcement risks with cross-references to the more detailed discussion of these risks
in the prospectus.  For example, specifically discuss risks arising from the legal system in
China, including risks and uncertainties regarding the enforcement of laws and that rules
and regulations in China can change quickly with little advance notice; and the risk that
the Chinese government may intervene or influence your operations at any time, or may
exert more control over offerings conducted overseas and/or foreign investment in China-
based issuers, which could result in a material change in your operations and/or the value
of the securities you are registering for sale.  Acknowledge any risks that any actions by
the Chinese government to exert more oversight and control over offerings that are
conducted overseas and/or foreign investment in China-based issuers could significantly
limit or completely hinder your ability to offer or continue to offer securities to investors
and cause the value of such securities to significantly decline or be worthless.
7.We note your response to prior comment 11.  Please revise your prospectus summary to
disclose that trading in your securities may be prohibited under the HFCA Act if the
PCAOB determines that it cannot inspect or investigate completely your auditor, and that
as a result an exchange may determine to delist your securities.  Disclose whether your
auditor is subject to the determinations announced by the PCAOB on December 16, 2021.

 FirstName LastNameBin Zhou
 Comapany NamePlanet Green Holdings Corp.
 May 20, 2022 Page 4
 FirstName LastName
Bin Zhou
Planet Green Holdings Corp.
May 20, 2022
Page 4
Incorporation of Certain Information by Reference, page 2
8.Please revise the list of current reports to (i) remove the duplicate reference to Forms 8-
K/A filed on January 20, 2022, and (ii) include the Forms 8-K and 8-K/A respectively
filed on April 18 and 21, 2022.  Conform the Experts section, which refers to Forms 8-K
rather than Forms 8-K/A and an incorrect filing date, April 22 rather than April 21, 2022.
Additionally revise the auditors' consent filed as Exhibit 23.1 to correct the date of the
report relating to Allyinson Ltd., which appears as April 21, 2022, in the Form 8-K/A filed
on that date.
VIE Arrangements, page 7
9.We note your response to prior comment six and reissue it in part.  Please revise your
description of the relevant contractual agreements between the entities to specifically
describe how this type of corporate structure may affect investors and the value of their
investment, including how and why the contractual arrangements may be less effective
than direct ownership and that the company may incur substantial costs to enforce the
terms of the arrangements.  Disclose the uncertainties regarding the status of the rights of
the Nevada holding company with respect to its contractual arrangements with the VIEs,
their founders and owners, and the challenges the company may face enforcing these
contractual agreements due to legal uncertainties under Chinese law and jurisdictional
limits.
10.We note your disclosure that the Nevada holding company controls and receives the
economic benefits of the VIEs' business operations through contractual agreements
between the VIEs and your Wholly Foreign-Owned Enterprise (WFOE) and that those
agreements are designed to provide your WFOE with the power, rights, and obligations
equivalent in all material respects to those it would possess as the principal equity holder
of the VIE.  We also note your disclosure that the Nevada holding company is the primary
beneficiary of the VIEs.  However, neither the investors in the holding company nor the
holding company itself have an equity ownership in, direct foreign investment in, or
control of, through such ownership or investment, the VIEs.  Accordingly, please refrain
from implying that the contractual agreements are equivalent to equity ownership in the
business of the VIEs.  Any references to control or benefits that accrue to you because of
the VIEs should be limited to a clear description of the conditions you have satisfied for
consolidation of the VIEs under U.S. GAAP.  Additionally, your disclosure should clarify
that you are the primary beneficiary of the VIEs for accounting purposes.  Please also
disclose, if true, that the VIE agreements have not been tested in a court of law.
Condensed Consolidating Statements of Operations, page 8
11.We note your response to prior comment ten, and reissue it with additional guidance.
Please provide in tabular form a condensed consolidating schedule that disaggregates the
operations and depicts the financial position, cash flows, and results of operations as of
the same dates and for the same periods for which audited consolidated financial

 FirstName LastNameBin Zhou
 Comapany NamePlanet Green Holdings Corp.
 May 20, 2022 Page 5
 FirstName LastName
Bin Zhou
Planet Green Holdings Corp.
May 20, 2022
Page 5
statements are required.  The schedule should present major line items, such as revenue
and cost of goods/services, and subtotals and disaggregated intercompany amounts, such
as separate line items for intercompany receivables and investment in subsidiary.  The
schedule should also disaggregate the parent company, the VIEs and their consolidated
subsidiaries, the WFOE that is the primary beneficiary of the VIEs, and an aggregation of
other entities that are consolidated.  The objective of this disclosure is to allow an investor
to evaluate the nature of assets held by, and the operations of, entities apart from the VIEs,
as well as the nature and amounts associated with intercompany transactions.  Any
intercompany amounts should be presented on a gross basis and when necessary,
additional disclosure about such amounts should be included in order to make the
information presented not misleading.
Transfer of Cash Within the Organization, page 10
12.We note your disclosure in response to prior comment nine.  Please revise to provide
disclosure with respect to all transfers, distributions, or dividends; i.e., not limited to those
during the year ended December 31, 2021.
Risk Factors, page 15
13.We note your response to prior comment 14.  Please update the disclosure in this risk
factor to describe recent CAC regulations and related risks.  Additionally, please group all
your China-related risk factors together in an appropriately captioned subsection, rather
than having them dispersed throughout your risk factors section.
General
14.Please revise your disclosure to identify which officers and directors are located in China.
Additionally revise your risk factors section as well as a separate Enforceability section to
disclose that the location of these officers and directors in China may make it more
difficult for investors to enforce their legal rights, to effect service of process upon them,
or to enforce judgements obtained in United States courts against them.
15.We note that convertible debt securities and rights were added to the prospectus cover and
registration fee table.  Please revise your prospectus to describe these new securities, or
advise.
            Please contact Jennifer Angelini, Staff Attorney at 202-551-3047 or Sherry Haywood,
Staff Attorney at 202-551-3345 with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

CORRESP
1
filename1.htm

    Steven Glauberman

    Becker & Poliakoff, LLP

    45 Broadway, 17th Floor

    New York, New York 10006

    Email: Sglauberman@beckerlawyers.com

    Phone: (212) 599-3322 Fax: (212) 557-0295

    April 25, 2022
    VIA EDGAR

United States Securities & Exchange Commission

Division of Corporation Finance

Office of Manufacturing

Washington, DC 20549

    Attention:
    Ms. Jennifer Angelini,

Ms. Sherry Haywood

    Re:
    Planet Green Holdings Corp.

Amendment No.1 to Registration Statement
on Form S-3

Filed September 17, 2021

File No. 333-260251

To the Reviewing Staff Members of the Commission:

Reference is made to the Staff’s letter
dated October 13, 2021 to Mr. Bin Zhou, Chief Executive Officer of Planet Green Holdings Corp. (the “Company”) regarding
comments to the Company’s Registration Statement on Form S-3. On behalf of our client, and as requested by the Staff, we are responding
to the questions raised by the Staff and amending the Company’s Registration Statement (“Revised Registration Statement”)
to include certain clarifying disclosure to address the Staff’s comment. For your convenience, we have set forth the Staff’s
comment in bold, followed by our response, as follows:

Amendment No. 1 to Registration Statement on
Form S-3 filed September 17, 2021

Cover Page

    1.

    Please disclose prominently on the prospectus
    cover page that you are not a Chinese operating company, but a Nevada holding company with operations conducted by your subsidiaries and
    through contractual arrangements with variable interest entities (VIEs) based in China, and that this structure involves unique risks
    to investors. Explain whether the VIE structure is used to replicate foreign investment in Chinese-based companies where Chinese law prohibits
    direct foreign investment in the operating companies, and disclose that investors may never directly hold equity interests in the Chinese
    operating company. Your disclosure should acknowledge that Chinese regulatory authorities could disallow this structure, which would likely
    result in a material change in your operations and/or value of your securities, including that it could cause the value of such securities
    to significantly decline or become worthless. Provide a cross-reference to your detailed discussion of risks facing the company and the
    offering as a result of this structure.

Response: In response
to the Staff’s comments, the Company has revised the disclosure in the Revised Registration Statement on the cover page with a cross-reference
to the “Risk Factors”.

    2.

    Provide prominent disclosure about the legal
    and operational risks associated with being based in or having the majority of the company’s operations in China and Hong Kong.
    Your disclosure should make clear whether these risks could result in a material change in your operations and/or the value of your securities
    or could significantly limit or completely hinder your ability to offer or continue to offer securities to investors and cause the value
    of such securities to significantly decline or be worthless. Your disclosure should address how recent statements and regulatory actions
    by China’s government, such as those related to the use of variable interest entities and data security or anti-monopoly concerns,
    has or may impact the company’s ability to conduct its business, accept foreign investments, or list on an U.S. or other foreign
    exchange. Your prospectus summary should address, but not necessarily be limited to, the risks highlighted on the prospectus cover page.

Response: In response to the Staff’s
comments, the Company has revised the disclosure in the Revised Registration Statement on the prospectus cover page, and “Risk
Factors- Risk Factors Relating to Doing Business in China” on page 29 in accordance with the Staff’s instructions.

    3.

    Clearly disclose how you will refer to the
    holding company, subsidiaries, and VIEs when providing the disclosure throughout the document so that it is clear to investors which entity
    the disclosure is referencing and which subsidiaries or entities are conducting the business operations. Refrain from using terms such
    as “we” or “our” when describing activities or functions of a VIE. Disclose clearly the entity (including the
    domicile) in which investors are purchasing their interest.

Response: In response
to the Staff’s comments, the Company has revised the disclosure in the Revised Registration Statement where appropriate to differentiate
between the Planet Green, its VIEs, and its subsidiaries. The Company also no longer uses terms such as “we” or “our”
when describing activities or functions of a VIE.

    4.

    We note that you have filed a number of current
    reports on Form 8-K since January 1, 2021, that are not incorporated by reference into the registration statement. Please revise your
    disclosure in this section to specifically incorporate by reference all Forms 8-K and amendments thereto filed since the end of your fiscal
    year, as required by Item 12(a)(2) of Form S-3.

Response: In response
to the Staff’s comments, the Company has revised the “Incorporation of Certain Information by Reference” on page 2 in
the Revised Registration Statement in accordance with the Staff’s instructions.

    5.

    Please revise your disclosure on pages 3-4
    to clearly describe your current corporate structure and identify your current VIEs. Please also revise the list of subsidiaries in Exhibit
    21.1 to conform to your disclosure and corporate chart.

Response: In response
to the Staff’s comments, the Company has revised the disclosure in the Revised Registration Statement on page 5 to describe our
current corporate structure and identify the VIEs under “VIE Arrangements”. The Company has updated the Exhibit 21.1.

    6.

    Disclose clearly that the company uses a structure
    that involves VIEs based in China and what that entails and provide early in the summary a diagram of the company’s corporate structure,
    including who the equity ownership interests are of each entity. Describe all contracts and arrangements through which you purport to
    obtain economic rights and exercise control that results in consolidation of the VIEs’ operations and financial results into your
    financial statements. Identify clearly the entity in which investors are purchasing their interest and the entities in which the company’s
    operations are conducted. Describe the relevant contractual agreements between the entities and how this type of corporate structure may
    affect investors and the value of their investment, including how and why the contractual arrangements may be less effective than direct
    ownership and that the company may incur substantial costs to enforce the terms of the arrangements. Disclose the uncertainties regarding
    the status of the rights of the Nevada holding company with respect to its contractual arrangements with the VIEs, their founders and
    owners, and the challenges the company may face enforcing these contractual agreements due to uncertainties under Chinese law and jurisdictional
    limits.

Response: In response to the Staff’s
comments, the Company has revised the “About Planet Green Holdings Corp.” in the Revised Registration Statement on pages 4-7
and “Risk Factors — Risk Factors Relating to PLAG’s Corporate Structure” on pages 27-29.

All contracts and arrangements through
which the Company purports to obtain economic rights and exercise control that results in consolidation of the VIEs’ operations
and financial results into our financial statements include (i) Consultation and Service Agreements, (ii) Business Cooperation Agreements,
(iii) Equity Pledge Agreements, (iv) Equity Option Agreements and (v) Voting Rights Proxy Agreements. The above mentioned agreements are
described under “VIE Arrangements” in the Revised Registration Statement on page 7.

    2

    7.

    In your summary of risk factors disclose the
    risks that your corporate structure and being based in or having the majority of the company’s operations in China poses to investors.
    In particular, describe the significant regulatory, liquidity, and enforcement risks with cross-references to the more detailed discussion
    of these risks in the prospectus. For example, specifically discuss risks arising from the legal system in China, including risks and
    uncertainties regarding the enforcement of laws and that rules and regulations in China can change quickly with little advance notice;
    and the risk that the Chinese government may intervene or influence your operations at any time, or may exert more control over offerings
    conducted overseas and/or foreign investment in China-based issuers, which could result in a material change in your operations and/or
    the value of your securities. Acknowledge any risks that any actions by the Chinese government to exert more oversight and control over
    offerings that are conducted overseas and/or foreign investment in China-based issuers could significantly limit or completely hinder
    your ability to offer or continue to offer securities to investors and cause the value of such securities to significantly decline or
    be worthless.

Response: In response to the Staff’s
comments, the Company has revised the Cover Page and revised “Risk Factors Relating to PLAG’s Corporate Structure” on
page 27 and “Risk Factors Relating to Doing Business in China” on page 30 in the Revised Registration Statement.

    8.
    Disclose each permission that you, your subsidiaries, or your VIEs are required to obtain from Chinese authorities to operate and issue these securities to foreign investors. State whether you, your subsidiaries, or VIEs are covered by permissions requirements from the CSRC, CAC or any other entity that is required to approve of the VIEs’ operations, and state affirmatively whether you have received all requisite permissions and whether any permissions have been denied.

Response: In response
to the Staff’s comments, the Company has revised the disclosure in the Revised Registration Statement on page 4.

    9.

    Provide a clear description of how cash is
    transferred through your organization. Disclose your intentions to distribute earnings or settle amounts owed under the VIE agreements.
    Quantify any cash flows and transfers of other assets by type that have occurred between the holding company, its subsidiaries, and consolidated
    VIEs, and direction of transfer. Quantify any dividends or distributions that a subsidiary or consolidated VIE have made to the holding
    company and which entity made such transfer, and their tax consequences. Similarly quantify dividends or distributions made to U.S. investors,
    the source, and their tax consequences. Describe any restrictions on foreign exchange and your ability to transfer cash between entities,
    across borders, and to U.S. investors. Describe any restrictions and limitations on your ability to distribute earnings from your businesses,
    including subsidiaries and/or consolidated VIEs, to the parent company and U.S. investors as well as the ability to settle amounts owed
    under the VIE agreements.

Response: In response
to the Staff’s comments, the Company has added “Transfer of Cash within the Organization” on page 8, and “Effects
of PRC foreign exchange regulations on Planet Green’s ability to transfer assets within Planet Green’s organization”
on page 10 in the Revised Registration Statement.

    3

    10.

    We note that the consolidated VIEs constitute
    a material part of your consolidated financial statements. Please provide in tabular form condensed consolidating schedule—depicting
    the financial position, cash flows and results of operations for the parent, the consolidated variable interest entities, and any eliminating
    adjustments separately—as of the same dates and for the same periods for which audited consolidated financial statements are required.
    Highlight the financial statement information related to the variable interest entities and parent, so an investor may evaluate the nature
    of assets held by, and the operations of, entities apart from the variable interest entities, which includes the cash held and transferred
    among entities.

Response: In response to the Staff’s
comments, the Company has added consolidated financial statements as of December 31, 2021 in pages 8-9.

    11.
    Disclose that trading in your securities may be prohibited under the Holding Foreign Companies Accountable Act if the PCAOB determines that it cannot inspect or fully investigate your auditor, and that as a result an exchange may determine to delist your securities. If the PCAOB has been or is currently unable to inspect your auditor, revise your disclosure to so state.

Response: In response to the Staff’s
comments, the Company has revised the risk factor on page 30 in the Revised Registration Statement.

Risk Factors
–

Legal, Regulatory
or Political Risk Factors on page 15.

 12. We note a number of risk factors relating to your VIEs and
operations in China. Please revise to tailor these to your specific business and operations, including the following:

 ● Clearly
identify your VIEs, revising disclosure that appears to refer to Planet Green as the VIE (for example, in and under the caption, “If
the PRC government deems that the contractual arrangements in relation to Planet Green, our consolidated variable interest entity . .
.”);

 ● Revise
your description of telecommunications regulations to explain how these relate to your business, identifying the entities that hold ICP
licenses;

 ● Revise
references to your “shares” to refer more generally to all your registered securities; and

 ● Revise
contingent language (for example, in and under the caption, “We may become subject to a variety of laws and regulations in the PRC
. . . “) to describe specific regulations and associated uncertainties applicable to your business in concrete terms.

Response: In response to the Staff’s comments, the Company
has revised the disclosure in “Legal, Regulatory or Political Risk Factors” on pages 21, 24 and 25 in the Revised Registration
Statement in accordance with the Staff’s instructions.

    4

    13.
    Given
    the Chinese government’s significant oversight and discretion over the conduct of your business, please revise to separately
    highlight the risk that the Chinese government may intervene or influence your operations at any time, which could result in a material
    change in your operations and/or the value of your securities. Also, given recent statements by the Chinese government indicating
    an intent to exert more oversight and control over offerings that are conducted overseas and/or foreign investment in China- based
    issuers, acknowledge the risk that any such action could significantly limit or completely hinder your ability to offer or continue
    to offer securities to investors and cause the value of such securities to significantly decline or be worthless.

Response:
In response to the Staff’s comments, the Company has added “Risk Factors Relating to Doing Business in China-There are risks
that the Chinese government may intervene or influence PLAG’s operations at any time which could result in a material change in
PLAG’s operations and/or the value of PLAG’s securities” on page 31 in the Revised Registration Statement.

    14.

    We note your disclosure under the caption “We
    may become subject to a variety of laws and regulations in the PRC regarding privacy, data security, cybersecurity, and data protection
    . . . .” In light of recent events indicating greater oversight by the Cyberspace Administration of China over data security, particularly
    for companies seeking to list on a

United States securities and exchange commission logo
October 13, 2021
Bin Zhou
Chief Executive Officer
Planet Green Holdings Corp.
36-10 Union St., 2nd Floor
Flushing, NY 11345
Re:Planet Green Holdings Corp.
Registration Statement on Form S-3
Filed September 17, 2021
File No. 333-259611
Dear Mr. Zhou:
            We have limited our review of your registration statement to those issues we have
addressed in our comments.  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 by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Registration Statement on Form S-3
Cover Page
1.Please disclose prominently on the prospectus cover page that you are not a Chinese
operating company, but a Nevada holding company with operations conducted by your
subsidiaries and through contractual arrangements with variable interest entities (VIEs)
based in China, and that this structure involves unique risks to investors.  Explain whether
the VIE structure is used to replicate foreign investment in Chinese-based companies
where Chinese law prohibits direct foreign investment in the operating companies, and
disclose that investors may never directly hold equity interests in the Chinese operating
company.  Your disclosure should acknowledge that Chinese regulatory authorities could
disallow this structure, which would likely result in a material change in your operations
and/or value of your securities, including that it could cause the value of such securities to

 FirstName LastNameBin Zhou
 Comapany NamePlanet Green Holdings Corp.
 October 13, 2021 Page 2
 FirstName LastNameBin Zhou
Planet Green Holdings Corp.
October 13, 2021
Page 2
significantly decline or become worthless.  Provide a cross-reference to your detailed
discussion of risks facing the company and the offering as a result of this structure.
2.Provide prominent disclosure about the legal and operational risks associated with being
based in or having the majority of the company’s operations in China and Hong Kong.
Your disclosure should make clear whether these risks could result in a material change in
your operations and/or the value of your securities or could significantly limit or
completely hinder your ability to offer or continue to offer securities to investors and
cause the value of such securities to significantly decline or be worthless.  Your disclosure
should address how recent statements and regulatory actions by China’s government, such
as those related to the use of variable interest entities and data security or anti-monopoly
concerns, has or may impact the company’s ability to conduct its business, accept foreign
investments, or list on an U.S. or other foreign exchange.  Your prospectus summary
should address, but not necessarily be limited to, the risks highlighted on the prospectus
cover page.
3.Clearly disclose how you will refer to the holding company, subsidiaries, and VIEs when
providing the disclosure throughout the document so that it is clear to investors which
entity the disclosure is referencing and which subsidiaries or entities are conducting the
business operations.  Refrain from using terms such as “we” or “our” when describing
activities or functions of a VIE.  Disclose clearly the entity (including the domicile) in
which investors are purchasing their interest.
Incorporation of Certain Information by Reference, page iv
4.We note that you have filed a number of current reports on Form 8-K since January 1,
2021, that are not incorporated by reference into the registration statement.  Please revise
your disclosure in this section to specifically incorporate by reference all Forms 8-K and
amendments thereto filed since the end of your fiscal year, as required by Item 12(a)(2) of
Form S-3.
About Planet Green Holdings Corp., page 1
5.Please revise your disclosure on pages 3-4 to clearly describe your current corporate
structure and identify your current VIEs.  Please also revise the list of subsidiaries in
Exhibit 21.1 to conform to your disclosure and corporate chart.
6.Disclose clearly that the company uses a structure that involves VIEs based in China and
what that entails and provide early in the summary a diagram of the company’s corporate
structure, including who the equity ownership interests are of each entity.  Describe all
contracts and arrangements through which you purport to obtain economic rights and
exercise control that results in consolidation of the VIEs’ operations and financial results
into your financial statements.  Identify clearly the entity in which investors are
purchasing their interest and the entities in which the company’s operations are
conducted.  Describe the relevant contractual agreements between the entities and how
this type of corporate structure may affect investors and the value of their investment,

 FirstName LastNameBin Zhou
 Comapany NamePlanet Green Holdings Corp.
 October 13, 2021 Page 3
 FirstName LastNameBin Zhou
Planet Green Holdings Corp.
October 13, 2021
Page 3
including how and why the contractual arrangements may be less effective than direct
ownership and that the company may incur substantial costs to enforce the terms of the
arrangements.   Disclose the uncertainties regarding the status of the rights of the Nevada
holding company with respect to its contractual arrangements with the VIEs, their
founders and owners, and the challenges the company may face enforcing these
contractual agreements due to uncertainties under Chinese law and jurisdictional limits.
7.In your summary of risk factors disclose the risks that your corporate structure and being
based in or having the majority of the company’s operations in China poses to investors.
In particular, describe the significant regulatory, liquidity, and enforcement risks with
cross-references to the more detailed discussion of these risks in the prospectus.  For
example, specifically discuss risks arising from the legal system in China, including risks
and uncertainties regarding the enforcement of laws and that rules and regulations in
China can change quickly with little advance notice; and the risk that the Chinese
government may intervene or influence your operations at any time, or may exert more
control over offerings conducted overseas and/or foreign investment in China-based
issuers, which could result in a material change in your operations and/or the value of
your securities.  Acknowledge any risks that any actions by the Chinese government to
exert more oversight and control over offerings that are conducted overseas and/or foreign
investment in China-based issuers could significantly limit or completely hinder your
ability to offer or continue to offer securities to investors and cause the value of such
securities to significantly decline or be worthless.
8.Disclose each permission that you, your subsidiaries, or your VIEs are required to obtain
from Chinese authorities to operate and issue these securities to foreign investors.  State
whether you, your subsidiaries, or VIEs are covered by permissions requirements from the
CSRC, CAC or any other entity that is required to approve of the VIEs' operations, and
state affirmatively whether you have received all requisite permissions and whether any
permissions have been denied.
9.Provide a clear description of how cash is transferred through your organization.  Disclose
your intentions to distribute earnings or settle amounts owed under the VIE agreements.
Quantify any cash flows and transfers of other assets by type that have occurred between
the holding company, its subsidiaries, and consolidated VIEs, and direction of transfer.
Quantify any dividends or distributions that a subsidiary or consolidated VIE have made
to the holding company and which entity made such transfer, and their tax consequences.
Similarly quantify dividends or distributions made to U.S. investors, the source, and their
tax consequences.  Describe any restrictions on foreign exchange and your ability to
transfer cash between entities, across borders, and to U.S. investors.  Describe any
restrictions and limitations on your ability to distribute earnings from your businesses,
including subsidiaries and/or consolidated VIEs, to the parent company and U.S. investors
as well as the ability to settle amounts owed under the VIE agreements.
10.We note that the consolidated VIEs constitute a material part of your consolidated
financial statements.  Please provide in tabular form condensed consolidating

 FirstName LastNameBin Zhou
 Comapany NamePlanet Green Holdings Corp.
 October 13, 2021 Page 4
 FirstName LastNameBin Zhou
Planet Green Holdings Corp.
October 13, 2021
Page 4
schedule—depicting the financial position, cash flows and results of operations for the
parent, the consolidated variable interest entities , and any eliminating adjustments
separately—as of the same dates and for the same periods for which audited consolidated
financial statements are required.  Highlight the financial statement information related to
the variable interest entities and parent, so an investor may evaluate the nature of assets
held by, and the operations of, entities apart from the variable interest entities, which
includes the cash held and transferred among entities.
11.Disclose that trading in your securities may be prohibited under the Holding Foreign
Companies Accountable Act if the PCAOB determines that it cannot inspect or fully
investigate your auditor, and that as a result an exchange may determine to delist your
securities.  If the PCAOB has been or is currently unable to inspect your auditor, revise
your disclosure to so state.
Risk Factors
Legal, Regulatory or Political Risk Factors, page 15
12.We note a number of risk factors relating to your VIEs and operations in China.  Please
revise to tailor these to your specific business and operations, including the following:

•Clearly identify your VIEs, revising disclosure that appears to refer to Planet Green
as the VIE (for example, in and under the caption, "If the PRC government deems
that the contractual arrangements in relation to Planet Green, our consolidated
variable interest entity . . .");
•Revise your description of telecommunications regulations to explain how these
relate to your business, identifying the entities that hold ICP licenses;
•Revise references to your "shares" to refer more generally to all your registered
securities; and
•Revise contingent language (for example, in and under the caption, "We may become
subject to a variety of laws and regulations in the PRC . . . ") to describe specific
regulations and associated uncertainties applicable to your business in concrete terms.
13.Given the Chinese government’s significant oversight and discretion over the conduct of
your business, please revise to separately highlight the risk that the Chinese government
may intervene or influence your operations at any time, which could result in a material
change in your operations and/or the value of your securities.  Also, given recent
statements by the Chinese government indicating an intent to exert more oversight and
control over offerings that are conducted overseas and/or foreign investment in China-
based issuers, acknowledge the risk that any such action could significantly limit or
completely hinder your ability to offer or continue to offer securities to investors and
cause the value of such securities to significantly decline or be worthless.
14.We note your disclosure under the caption "We may become subject to a variety of laws
and regulations in the PRC regarding privacy, data security, cybersecurity, and data
protection . . . ."  In light of recent events indicating greater oversight by the Cyberspace

 FirstName LastNameBin Zhou
 Comapany NamePlanet Green Holdings Corp.
 October 13, 2021 Page 5
 FirstName LastName
Bin Zhou
Planet Green Holdings Corp.
October 13, 2021
Page 5
Administration of China  over data security, particularly for companies seeking to list on a
foreign exchange, please revise your disclosure to explain how this oversight impacts your
business and your offering and to what extent you believe that you are compliant with the
regulations or policies that have been issued by the CAC to date.
Part II
Item 16. Exhibits, page II-2
15.In order to qualify your indenture under the Trust Indenture Act of 1939 you must have a
form of indenture on file at time of effectiveness of the registration statement.  Please file
by pre-effective amendment a form of indenture as an exhibit to your registration
statement.
16.Please file as exhibits the auditors' consents in relation to the audited financial statements
incorporated by reference to the Forms 8-K filed on January 13, March 23, and August 6,
2021.  Refer to the Instruction to Item 12 of Form S-3 and Rule 439 of Regulation C.
            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.
            Refer to Rules 460 and 461 regarding requests for acceleration.  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            Please contact Jennifer Angelini at 202-551-3047 or Sherry Haywood at 202-551-3345
with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

CORRESP
1
filename1.htm

   American Lorain Corporation: Correspondence - Filed by newsfilecorp.com

AMERICAN LORAIN CORPORATION

August 10, 2015

VIA EDGAR

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

Washington, D.C. 20549-0405
Attention: H. Roger Schwall, Assistant
Director

    Re:
    American Lorain Corporation

    Registration Statement on Form S-3

    Filed July 29, 2015

    File No. 333-205927

Dear Mr. Schwall:

Pursuant to Rules 460 and 461 of
the General Rules and Regulations under the Securities Act of 1933, American
Lorain Corporation (the “Company”) hereby requests the Securities and Exchange
Commission (the “Commission”) to accelerate the effective date of the above-
referenced Registration Statement and declare such Registration Statement
effective as of 4:00 p.m. EDT, on August 12, 2015, or as soon thereafter as
practicable. The Company also requests that the Commission specifically confirm
such effective date and time to the Company and the undersigned.

In connection with the
acceleration request, the Company hereby acknowledges that: (i) should the
Commission or the staff, acting pursuant to delegated authority, declare the
filing effective, it does not foreclose the Commission from taking any action
with respect to the filing; (ii) the action of the Commission or the staff,
acting pursuant to delegated authority, in declaring the filing effective, does
not relieve the Company from its full responsibility for the adequacy and
accuracy of the disclosure in the filing; and (iii) the Company may not assert
staff comments and the declaration of effectiveness as a defense in any
proceeding initiated by the Commission or any person under the federal
securities laws of the United States.

If you have any further comments
or require any further information or if any questions should arise in
connection with this submission, please call Mr. Thomas Wardell at (404)
527-4990 or Mr. Jeffrey Li at (202) 496-7443 at Dentons US, LLP.

Very truly yours,
/s/ Si Chen
Sin Chen
Chief
Executive Officer
American Lorain Corporation

Mail Stop 4628

August 7 , 2015

Si Chen
Chief Executive Officer
American Lorain Corporation
Beihuan Road
Junan County
Shandong, China 276600

Re: American Lorain Corporation
  Registration Statement on Form S-3
Filed  July 29 , 2015
  File No.  333-205927

Dear Mr. Chen :

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

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 Act of 193 3 and
all applicable Securities  Act rules require.   Since the company 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 the event you request acceleration of the effective date of the pending regist ration
statement , please provide  a written statement from the company acknowledging that:

 should the Commission or the staff, acting pursuant to delegated authority, declare the
filing effective, it does not foreclose the Commission from taking any action with respect
to the filing;

 the action of the Commission or the staff, acting pursuant t o delegated authority, in
declaring the filing effective, does not relieve the company from its full responsibility for
the adequacy and accuracy of the disclosure in the filing; and

 the company may not assert staff comments and the declaration of effect iveness as a
defense in any proceeding initiated by the Commission or any person under the federal
securities laws of the United States.

Si Chen
American Lorain Corporation
August 7 , 2015
Page 2

 Please refer to Rules 460 and 461 regarding requests for  acceleration .  We will consider a
written request for acceler ation of the effective date of the registration statement as confirmation
of the fact that those requesting acceleration are aware of their respective responsibilities under
the Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed
public offering of the registered securities .

Please  contact Anuja A. Majmudar , Attorney -Advisor,  at 202 -551-3844  with any
questions.

Sincerely,

 /s/ Norman von Holtzendorff for

 H. Roger Schwall
Assistant Director
Office of Natural  Resources

cc:  Thomas Wardell , Esq.

March 4, 2015

Via E -mail
Si Chen
Chief Executive Officer and President
American Lorain Corporation
BeihuanZhong Road
Junan County
Shandong, People’s Republic of China, 276600

Re: American Lorain Corporation
 Form 10-K for Fiscal Year Ended December 31, 2013
Filed March 31, 2014
File No. 1 -34449

Dear Mr. Chen :

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
feder al securities laws of the United States.  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 ru les require.

Sincerely,

 /s/H.  Roger Schwall

H. Roger Schwall
Assistant Director

CORRESP
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American
Lorain Corporation

February 20, 2015

Via EDGAR

    United States Securities and Exchange Commission

    Division of Corporation Finance

    100 F Street, NE

    Washington, D.C. 20549-0405

    Attn:
     H. Roger Schwall Assistant Director

    Re:
    American Lorain Corporation

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

    Filed March 31, 2014

    Response dated January 16, 2015

    File No. 1-34449

Dear Mr. Schwall:

American Lorain Corporation(“ALN” or the “Company” and
sometimes referred to as “we” or “our”) is filing a response to the SEC Comment
Letter, dated January 22, 2015, in connection with complying with the issues and
outstanding disclosure items set forth therein. For convenience of reference, we
have included, in this response letter, the same caption and paragraph number,
as well as the text of the comment, set forth in your Comment Letter followed by
our response.

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

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

Liquidity and Capital Resources, page 31

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

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

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

ALN spends a significant amount of cash on operations,
principally to procure raw materials for our products. In order to fund the
growth of our business and optimize the financial structure and after approval by
Shanghai Stock Exchange and Shenzhen Stock Exchange, two of ALN subsidiaries
issued seven notes through private transactions with investors in an aggregated
amount of RMB 200 million (approximately $32,731,082) in 2013. Since the
issuance, ALN has maintained the debt to assets ratio at a healthy level of
32.98% as of December 31, 2013 (December 31, 2012: 27.82%) .

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

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

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

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

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

The Company acknowledges that the Company is responsible for
the adequacy and accuracy of the disclosure in the filing and staff comments or
changes to disclosure in response to staff comments do not foreclose the
Commission from taking any action with respect to the filing; and the Company
may not assert staff comments as a defense in any proceeding initiated by the
Commission or any person under the federal securities laws of the United
States

If you have any further comments or require any further
information or if any questions should arise in connection with this submission,
please email me at chensi@usalr.cn and copy our CFO Mr. Johnny Zhou at johnny.zhou@usalr.cn

     Very truly yours,

    /s/ Si Chen

    Si Chen, Chief Executive Officer

    American Lorain Corporation

    cc:
    Johnny Zhou, Chief Financial Officer, American
      Lorain Corporation

    Thomas Wardell, Esq.

    Jeffrey Li, Esq.

CORRESP
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    Albany

    Northern Virginia

    Atlanta
    Orange County

    Brussels
    Rancho Santa Fe

    Denver
    San Diego

    Los Angeles
    San Francisco

    Miami
    Seoul

    New York
    Washington, DC

    THOMAS WARDELL
    EMAIL ADDRESS

    404.527.4990
    twardell@mckennalong.com

    Direct Fax: 404.527.4198

February 10, 2015

Ms. Karina V. Dorin
Attorney-Advisor
U.S. Securities
and Exchange Commission
Division of Corporation Finance
Washington, D.C.
20549

    Re:
    American Lorain Corporation

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

    Filed March 31, 2014

    Response dated January 16, 2015

    File No. 1-34449

    Your letter of January 22, 2015

Dear Ms. Dorin:

We are counsel to American Lorain Corporation. Confirming our
telephone conversation today with respect to the above-referenced comment
letter, we will file the response to that comment letter not later than the
close of business on February 20, 2015, ten business days later than the
anticipated filing date of February 5, 2015 (I am assuming Monday February 16 is
not a business day).

If you have any questions, by all means contact me at the
above-referenced telephone number or email address. Thank you very much.

Very truly yours,

/s/ Thomas Wardell
Thomas Wardell

January 22, 2015

Via E -mail
Si Chen
Chief Executive Officer and President
American Lorain Corporation
BeihuanZhong Road
Junan County
Shandong, People’s Republic of China, 276600

Re: American Lorain Corporation
 Form 10-K for Fiscal Year Ended December 31, 2013
Filed March 31, 2014
Response dated January 16, 2015
File No. 1 -34449

Dear  Mr. Chen :

We have reviewed your response letter  dated January 16, 2015 and have the following
comments.  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 amending your filing, 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 circumstances or do not
believe an amendment is appropriate, please tell us why in your response.

After reviewing any amendment to your filing and the information you provide in
response to these  comments, we may have  additional comments.

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

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

Liquidity and Capital Resources, page 31

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

Si Chen
American Lorain Corporation
January 22, 2015
Page 2

 us with draft disclosure to be included in your next filing, including a brief description of
the material terms of your debt instruments.

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 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 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 Karina V. Dorin, Attorney -Advisor,  at (202) 551 -3763  or me at (202) 551 -
3745  with any other questions.

Sincerely,

 /s/H. Roger Schwall

H. Roger S chwall
Assistant Director

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American Lorain Corporation

January 16, 2015

Via EDGAR

United States Securities and Exchange Commission
Division
of Corporation Finance
100 F Street, NE
Washington, D.C. 20549-0405

Attn:    H. Roger Schwall    Assistant
Director

    Re:
    Re: American Lorain
      Corporation

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

    Filed March 31, 2014

    Definitive Proxy Statement on
      Schedule 14A

    Filed April 30, 2014

         Form 10-Q
      for Quarterly Period Ended September 30, 2014

    Filed November 19, 2014

    File No. 1-34449

Dear Mr. Schwall:

    American Lorain Corporation(“ALN” or the “Company” and
sometimes referred to as “we” or “our”) is filing a response to the SEC Comment
Letter, dated December 16, 2014, in connection with complying with the issues
and outstanding disclosure items set forth therein. For convenience of
reference, we have included, in this response letter, the same caption and
paragraph number, as well as the text of the comment, set forth in your Comment
Letter followed by our response.

Form 10-K for Fiscal Year Ended December

31, 2013 Legal Proceedings, page 25

1.        We note you
disclose that there are no material legal proceedings to which you are a party
that you expect to have a material adverse effect on your financial condition.
However, you disclosed in your Form 10-K for the fiscal year ended December 31,
2012  that Mr. Ballantyne resigned as a director in connection with
the Wisconsin suit challenging Mr. Chen’s, your chairman, chief executive
officer and president’s, offer to purchase all outstanding ordinary shares at a
proposed price of $1.6 per ordinary shares.

Please tell us the current status of Mr. Chen’s going private
proposal, the Board’s evaluation of such proposal, and the Wisconsin litigation.

Response:

     On October 15, 2012, American Lorain Corporation
(the “Company”) issued a press release announcing that its Board of Directors
(the "Board") had received a proposal letter from Mr. Si Chen, Chairman, CEO and
President of the Company, to acquire all of the outstanding ordinary shares of
the Company not currently owned by Mr. Chen at a proposed price of $1.6 per
ordinary share, in cash, subject to certain conditions (the "Proposal").

    The press release also indicated there could be no
assurance that any definitive offer would be made, that any agreement would be
executed or that a transaction with Mr. Chen or any other transaction would be
approved or consummated.

    Mr. Chen did not make a definitive offer for the
Proposal after his letter to the Company, and he has since confirmed to the
Company that he does not intend to pursue the acquisition indicated in the
Proposal.

   Because Mr. Chen did not make any definitive offer to the
Company, the Board never undertook any formal evaluation process on the
Proposal.

     The Wisconsin litigation case was dismissed on
July 18, 2013. Please see the court docket attached.

Management’s Discussion and Analysis of Financial

Condition and Results of Operations, page 26

Liquidity and Capital Resources, page 31

2.        Please expand your
discussion of liquidity and capital resources to identify and discuss factors
relevant to providing an understanding of your current and future liquidity and
capital resources, particularly in relation to your financing arrangements. We
note you disclose your financing activities provided net cash of $29.0 million
in 2013 as compared to $8.3 million in 2013. Your disclosure should discuss
expectations regarding your debt levels and servicing abilities as well as your
sources and uses of cash.

Response:

            The net cash inflow from financing
activities mainly consisted of two long term debentures issued in 2013
aggregating $32.73 million, which mature on November 2015 and August 2016 respectively and bear interest rates of 9.5%
-10% per annum. The proceeds were mainly used for ALN’s medium-term (2-3 years)
operational capital requirements. ALN has maintained the debt to assets ratio at
a healthy level of 32.98% as of December 31, 2013(December 31, 2012: 27.82%).

            Management anticipates that ALN existing capital resources and
cash flows from operations and current and expected short-term bank loans will
be adequate to satisfy ALN liquidity requirements and debt service for the
foreseeable future. We will expand our disclosure in future filings to reflect
this information with respect to the year in question as well as 2014 and
periods thereafter.

Form 10-Q for Quarterly Period Ended September 30,
2014

3. Tell us the reason for the increase in inventories since
December 31, 2013.

Response:

            The ending balance of inventories increased by $35.52 million,
from $41.95 million as of December 31 2013 to $77.47 million as of September 30
2014, principally for the reasons set forth below:

1. Acquisition of Athena Group

On February 7, 2014, American Lorain Corporation, through its
indirect wholly owned subsidiary, Junan Hongrun entered into two Share Purchase
Agreements with Intiraimi, a limited liability company organized under the laws
of France and Biobranco II, a company organized under Portuguese law,
respectively, to acquire 51% of the share capital of Athena Group. On June 30,
2014, Junan Hongrun officially completed the acquisition and controlled a total
of 51% of the shares of Athena Group.

As of September 30 2014, the ending balance of the inventory
account of Athena Group was $16.49 million, which is fully consolidated into
American Lorain’s Form 10-Q reporting;

2. Seasonal Factor

The inventory balance of convenience food and frozen foods,
mainly consisted of vegetables and fruits, increased by $21 million, from $4
million as of December 31 2013 to $25 million as of September 30 2014.

The 3rd quarter is the harvest season of most
agricultural products that ALN used in convenience food and frozen food
products. During the period, ALN purchased, processed and stored these
vegetables and fruits for subsequent months sales. In addition, prices of fruit
in China dropped in 2014 while sales order of ALN increased, ALN increased the
inventory level in order to secure an adequate raw material supply and lock in
the price, which complies with the annual operational target.

    The Company acknowledges that the Company is responsible
for the adequacy and accuracy of the disclosure in the filing and staff comments
or changes to disclosure in response to staff comments do not foreclose the
Commission from taking any action with respect to the filing; and the Company
may not assert staff comments as a defense in any proceeding initiated by the
Commission or any person under the federal securities laws of the United States

            If you have any further comments or require any further
information or if any questions should arise in connection with this submission,
please email me at chensi@usalr.cn and copy our CFO Mr. Johnny Zhou at
johnny.zhou@usalr.cn

Very truly yours,

/s/ Si Chen
Si Chen, Chief
Executive Officer
American Lorain Corporation

    cc:

      Johnny Zhou, Chief Financial Officer, American Lorain
      Corporation
Thomas Wardell, Esq.

      Jeffrey Li, Esq.

CORRESP
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    Albany
Atlanta
Brussels
Denver
Los Angeles

Miami
New York

    Northern Virginia
Orange County
Rancho Santa Fe
San
Diego
San Francisco
Seoul
Washington, DC

    303 Peachtree Street, NE • Suite 5300
Atlanta, GA 30308

Tel: 404.527.4000
mckennalong.com

    THOMAS WARDELL
    EMAIL ADDRESS

    Direct Phone: 404.527.4990
    twardell@mckennalong.com

    Direct Fax: 404.527.4198

December 24, 2014

VIA: EDGAR
H. Roger Schwall
Assistant Director

Securities and Exchange Commission
Division of Corporation Finance

Washington, DC 20549

    Re:
    American Lorain Corporation

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

    Filed March 31, 2014

    Definitive Proxy Statement on Schedule
      14A

    Filed April 30, 2014

    Form 10-Q for Quarterly Period Ended
      September 30, 2014

    Filed November 19, 2014

    File No. 1-34449

Dear Mr. Schwall:

     We are counsel to American Lorain
Corporation. In connection with your comment letter of December 16, 2014, with
this letter we are requesting an extension of ten business days for filing a
response and expect to file a response not later than January 16, 2015. If you
have any questions, please do not hesitate to contact me at (404) 527-4990 or my
colleague, Jeffrey Li at (202) 496-7443.

Very truly yours,

Thomas Wardell

December 16, 2014

Via E -mail
Si Chen
Chief Executive Officer and President
American Lorain Corporation
BeihuanZhong Road
Junan County
Shandong, People’s Republic of China, 276600

Re: American Lorain Corporation
 Form 10-K for Fiscal Year Ended December 31, 2013
Filed March 31, 2014
Definitive Proxy Statement on Schedule 14A
Filed April 30, 2014
Form 10 -Q for  Quarterly  Period Ended  September 30, 2014
Filed  November 19, 2014
File No. 1-34449

Dear  Mr. Chen :

We have reviewed your filing an d have the following comments.  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 bu siness days by amending your filing, 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 circumstances or do not
believe an amendment is appropr iate, please tell us why in your response.

After reviewing any amendment to your filing and the information you provide in
response to these  comments, we may have  additional comments.

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

Lega l Proceedings,  page 25

1. We note you disclose that there are no m aterial legal proceedings  to which you are a
party that you expect to have a material adverse effect on your financial condition.
However, you disclosed in your Form 10 -K for the fiscal year ended December 31, 2012
that Mr. Ballantyne resigned as a director in connection with the Wisconsin suit
challenging Mr. Chen’s, your chairman, chief executive officer and president’s , offer to
purchase all outstanding ordinary shares at a proposed price o f $1.6 per ordinary shares.

Si Chen
American Lorain Corporation
December 16, 2014
Page 2

 Please tell us the current status of Mr. Chen’s going private proposal, the Board’s
evaluation of such proposal, and the Wisconsin litigation.

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

Liquidity and Capital Resources, page 31

2. Please expand your discussion of liquidity and capital resources to identify and discuss
factors relevant to providing an understanding of your current and future liquidity and
capital resources, particularly in relation to your financing arrangements.  We note you
disclose your financing activities provided net cash of $29.0 million in 2013 as compared
to $8.3 million in 2013.   Your disclosure should discuss  expectations regarding your debt
levels and servicing abilities as well as your sources and uses of cash .

Form 10 -Q for Quarterly Period Ended September 30, 2014

3. Tell us the reason for the increase in inventories since December 31, 2013.

Closing Comm ents

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 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 with re spect 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.

Si Chen
American Lorain Corporation
December 16, 2014
Page 3

 Please contact Karina V. Dorin, Attorney -Advisor,  at (202)  551-3763  or me at (202) 551 -
3745  with any questions.

Sincerely,

 /s/H. Roger Schwall

H. Roger Schwall
Assistant Director

May 14, 2012
  Via E-mail

Mr. David She Chief Financial Officer  American Lorain Corporation Beihuan Zhong Road Junan County Shandong, China  276600
Re: American Lorain Corporation
  Form 10-K for Fiscal Year Ended December 31, 2010
Filed March 31, 2011 Form 10-K for Fiscal Year Ended December 31, 2011 Filed March 30, 2012 File No. 1-34449

 Dear Mr. She:
We have completed our review of your f ilings.  We remind you that our comments or
changes to disclosure in res ponse to our comments do not for eclose the Commission from taking
any action with respect to the company or the filings and the company may not assert staff
comments as a defense in any proceeding ini tiated by the Commission or any person under the
federal securities laws of the United States.  We urge all pers ons who are responsible for the
accuracy and adequacy of the disclosure in the fi ling to be certain that the filing includes the
information the Securities Exchange Act of 1934 and all applicable rules require.
 Sincerely,
  /s/ Brad Skinner
Brad Skinner Senior Assistant Chief Accountant

April 25, 2012
 Via E-mail

Mr. David She Chief Financial Officer  American Lorain Corporation Beihuan Zhong Road Junan County Shandong, China  276600
Re: American Lorain Corporation
  Form 10-K for Fiscal Year Ended December 31, 2010
Filed March 31, 2011 Form 10-K for Fiscal Year Ended December 31, 2011 Filed March 30, 2012 Response Letter Dated March 22, 2012 File No. 1-34449

 Dear Mr. She:
We have reviewed your filings and response letter and have the following comments.  In
some of our comments, we may ask you to provi de us with information so we may better
understand your disclosure.
Please respond to this letter within te n business days by amending your filings, by
providing the requested information, or by advi sing us when you will provide the requested
response.  If you do not believe our comments apply to your fact s and circumstances or do not
believe an amendment is appropriate, pl ease tell us why in your response.

After reviewing any amendment to your filing and the information you provide in
response to these comments, we ma y have additional comments.
 Form 10-K for the Fiscal Year Ended December 31, 2011

 Controls and Procedures, page 31

 1. Disclosure on page 31 of your filing indicat es that you concluded that your disclosure
controls and procedures (DCP) were not effective “due to the material weakness in our
internal control over financia l reporting described below”.  However, the disclosure
regarding your internal control over fina ncial reporting (ICFR) does not describe a

Mr. David She
American Lorain Corporation April 25, 2012 Page 2

 material weakness and indicates that you have concluded that your ICFR was effective as
of December 31, 2011.

Please revise your disclosure to describe the material weakness and your remediation
plan, and to provide accurate , consistent conclusions on th e effectiveness of your DCP
and ICFR.
2. We note your response to prior comment 1 fr om our letter dated March 08, 2012 in which
you provide more detailed descriptions of  the professional backgrounds, training and
education of your accounting and finance person nel who are primarily responsible for the
preparation and review of U.S. GAAP financ ial statements.  We have considered this
additional information and continue to be lieve that you do not have the requisite
experience to prepare financial statements in accordance with U.S. GAAP.  In this regard,
we note that, based on both your respons e and information obtained from State
University of New York at Buffalo, the ma sters degree held by your CFO is primarily
focused on financial and investment manageme nt, rather than financial reporting under
U.S. GAAP.  Similarly, we note that the Chartered Financial Analyst designation is
primarily focused on portfolio and investment  management.  Separately, we note that
your Chief Accountant does not appear to have any training or experi ence related to the
preparation of financial statem ents in accordance with U.S. GAAP.  Finally, we note that
your Chief Financial Officer Assistant does not hold a professional designation such as a
Certified Public Accountant in  the U.S., has not attended a U. S. institution or educational
program, and does not have experience preparing financial statements in accordance with
U.S. GAAP other than that obtained in their current role.
 Notwithstanding the material weakness to wh ich you referred in your existing disclosure,
we believe that the limited education and tr aining in U.S. GAAP of your accounting and
finance personnel also constitute a material we akness and thus your internal controls over
financial reporting would not be effective.  Please revise your conclusion on internal
controls over financial reporti ng and explain in detail in your amendment that you have
an accounting department with limited knowle dge of U.S. GAAP and disclose how you
will remedy this material weakness in the future .  You should also consider the impact of
this material weakness on your conclusion regard ing disclosure controls  and procedures.

We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filing to be certain that the filing include s the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules requir e.  Since the company 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 provi de a written statement from the company
acknowledging that:
 the company is responsible for the adequacy an d accuracy of the disclo sure in the filing;

Mr. David She
American Lorain Corporation April 25, 2012 Page 3

  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.

You may contact Lily Dang at (202) 551-3867 if  you have questions regarding comments
on the financial statements and related matters . Please contact me at (202) 551-3489 with any
other questions.

        S i n c e r e l y ,           / s /  B r a d  S k i n n e r
Brad Skinner Senior Assistant Chief Accountant

CORRESP
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American Lorain Corporation
Beihuan Road

Junan County
Shandong, China 276600

March 22, 2012

Securities and Exchange Commission
Division of Corporation
Finance
100 F Street
Washington, D.C. 20549
Attention: Mr. Brad
Skinner, Senior Assistant Chief Accountant

    Re:
    American Lorain Corporation

    Form 10-K for Fiscal Year Ended December 31,
      2010

    Filed March 31, 2011

    Response Letter Dated February 6, 2012

    File No. 1-34449

Dear Mr. Skinner:

On behalf of American Lorain Corporation (“we” or the
“Company’), we respond as follows to the Staff’s comment letter dated March 21,
2012 relating to the above-captioned annual report on Form 10-K. Please note
that for the Staff’s convenience, we have recited the Staff’s comment and
provided the Company’s response to such comment immediately thereafter.

Form 10-K for Fiscal Year Ended December 31,
2010

Controls and Procedures, page 31

    1.

      We note your response to comment one from our letter
      dated December 21, 2011. Based on this response, it appears to us that
      those primarily responsible for the preparation of your books and records
      and financial statements, i.e. your Chief Accountant, Chief Financial
      Officer Assistant and Chief Financial Officer, do not have the requisite
      U.S. GAAP experience to prepare financial statements in accordance with
      U.S. GAAP. In this regard, we note that all of those listed above do not
      hold a license such as Certified Public Accountant in the U.S. and have
      not attended U.S. institutions or extended educational programs that would
      provide sufficient relevant education relating to preparation of financial
      statements in accordance with U.S. GAAP. In this regard, we note that your
      procedures to convert your financial statements from PRC GAAP to U.S.
      GAAP consist primarily of reviews of checklists and discussions
with your independent registered certified public accounting firm.

As described in your response, your
lack of U.S. GAAP experience appears to constitute a material weakness and thus
your internal controls over financial reporting would not be effective. Please
revise your conclusion on internal controls over financial reporting and explain
in detail in your amendment that you have an accounting department with limited
knowledge of U.S. GAAP and disclose how you will remedy this material weakness
in the future. You should also consider the impact of this material weakness on
your conclusion regarding disclosure controls and procedures. Alternatively,
provide a more detailed description of the background of the people who are
primarily responsible for preparing and supervising the preparation of your
financial statements and evaluating the effectiveness of your internal control
over financial reporting and their knowledge of U.S. GAAP and SEC rules and
regulations. This description should clearly identify all professional
designations, formal education, training and professional experience directly
related to evaluating the effectiveness of internal control over financial
reporting and the preparation of financial statements in accordance with US GAAP
and SEC rules and regulations.

Response: We respectfully note the Staff’s
comment. The Company hereby provides a more detailed description of the
background of people primarily responsible for the preparation of our financial
statements and evaluating the effectiveness of our internal control over
financial reporting.

Chief Accountant:

  This individual holds a bachelors degree in
  accounting from Shandong University of Finance, China, and also holds an
  Intermediate Certificate of Accounting issued by the Ministry of Personnel of
  the PRC.

  This individual has over 17 years of accounting
  experience and has been employed with the Company since 1996.

  This individual has a thorough understanding of
  the Company’s daily operations due to her experience working with the Company
  and has a thorough understanding of PRC GAAP.

  This individual prepares our PRC GAAP based financial statements, which
  provide the foundation for converting into US GAAP financial statements.

Chief Financial Officer Assistant:

  This individual holds a bachelors degree in accounting from Xiamen
  University, China. Xiamen University is consistently ranked #1 for its
  accounting department in China. In a most recent accounting research ranking
  conducted by Brigham Young University
  (http://www.byuaccounting.net/rankings/univrank/rank_university.php?qurank=All&sortorder=
  ranking6 ), Xiamen University is ranked #200 worldwide, the same ranking as
  renowned universities such as Clark University, Pace University, and
  University of California at San Diego. The accounting courses at Xiamen
  University are taught principally from original texts from the US with a focus
  on US GAAP.

  This individual has a thorough understanding of US GAAP rules obtained
  from her education as well as her 7 years working experience at Xiamen
  SunChina Trading Co. Ltd., one of the largest
fodder manufacturer and distributor in southern China with significant import / export exposures.

This individual understands U.S. GAAP and as a result is primarily responsible for maintaining and updating the checklist that contain the differences between US GAAP and PRC GAAP, including the recurring adjustments that we have experienced in
preparing our public filings.

The CFO Assistant also reviews the financial statements prepared by the Chief Accountant, ensuring that the financial statements are complete and accurate, and all necessary adjustments are made to ensure compliance with US GAAP requirements.

Chief Financial Officer:

This individual holds a bachelors degree in mathematics from Beijing Institute of Technology, China, and a masters degree in Finance from State University of New York at Buffalo with substantial coverage in US GAAP with a focus on financial
management and investment management. This individual subsequently studied Intermediate Accounting at City University of New York with a complete coverage of preparing and analyzing financial statements in accordance with US GAAP.

The CFO is an active level III candidate of Chartered Financial Analyst designation with significant exposure related to corporate finance, financial reporting and analysis, economics and investment according to US GAAP rules (please refer to
http://www.cfainstitute.org/cfaprogram/courseofstudy/Pages/topic_area_weights.aspx for the CFA curriculum); he is also working towards the Chartered Accountant designation issued by ICAEW;

The CFO is also an active member of AUCC (Association of US Listed Chinese Companies) and an active member of CFEI (the Chinese Finance Executive Institution, founded by CFO’s of SINA, DANGDANG, CTRIP, BAIDU, etc). These institutions offer
seminars and trainings hosted by international (including US) economists and finance / accounting professionals, as well as Continued Professional Education events such as the 2011 Year End SEC Conference in Beijing and Shanghai.

The CFO reviews the details of all financial statements and filings, and maintains an ongoing dialogue with senior management. The CFO reviews the checklist and adjusting entries prepared by the Chief Financial Officer Assistant to ensure compliance
with US GAAP requirements, and is primarily responsible for the effectiveness of our disclosure controls and internal control over financial reporting.

The Chief Financial Officer also plans to implement in June 2012 an educational and training program for senior finance employees to ensure that their knowledge of U.S. GAAP and SEC rules and regulations remains current.

The Company hereby acknowledges:

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 law of
  the United States.

Sincerely,

/s/ David She
Chief
Financial Officer
American Lorain Corporation

March 8, 2012
 Via E-mail

Mr. David She Chief Financial Officer  American Lorain Corporation Beihuan Zhong Road Junan County Shandong, China  276600
Re: American Lorain Corporation
  Form 10-K for Fiscal Year Ended December 31, 2010
Filed March 31, 2011 Response Letter Dated February 6, 2012 File No. 1-34449

 Dear Mr. She:
We have reviewed your filing and response le tter and have the following comments.  In
some of our comments, we may ask you to provi de us with information so we may better
understand your disclosure.
Please respond to this letter within ten business days by amending your filing, by
providing the requested information, or by advi sing us when you will provide the requested
response.  If you do not believe our comments apply to your fact s and circumstances or do not
believe an amendment is appropriate, pl ease tell us why in your response.

After reviewing any amendment to your filing and the information you provide in
response to these comments, we ma y have additional comments.
  Form 10-K for Fiscal Year Ended December 31, 2010

 Controls and Procedures, page 31

 1. We note your response to comment one from our letter dated December 21, 2011.  Based
on this response, it appears to us that those primarily responsible for the preparation of
your books and records and financial statem ents, i.e. your Chief Accountant, Chief
Financial Officer Assistant and Chief Financ ial Officer, do not have the requisite U.S.
GAAP experience to prepare financial statements in accordance with U.S. GAAP.  In this regard, we note that all of those listed above do not hold a license such  as Certified Public

Mr. David She
American Lorain Corporation March 8, 2012 Page 2

 Accountant in the U.S. and have not attended U.S. institutions or extended educational
programs that would provide sufficient releva nt education relating to preparation of
financial statements in accordance with U.S.  GAAP.  In this regard, we note that your
procedures to convert your financial stat ements from PRC GAAP to U.S. GAAP consist
primarily of reviews of checklists and disc ussions with your independent registered
certified public accounting firm.

As described in your response, your lack of U.S. GAAP experience appears to constitute
a material weakness and thus your internal c ontrols over financial reporting would not be
effective.  Please revise your conclusion on in ternal controls over financial reporting and
explain in detail in your amendment that you have an accounting department with limited
knowledge of U.S. GAAP and disclose how you will remedy this material weakness in
the future.  You should also consider the impact of this material weakness on your
conclusion regarding disclosure controls and procedures.  Alternatively, provide a more
detailed description of the background of the people who are primarily responsible for
preparing and supervising the preparation of your financial statements and evaluating the
effectiveness of your internal control over fina ncial reporting and thei r knowledge of U.S.
GAAP and SEC rules and regulations.  This description should clearly identify all
professional designations, formal education, tr aining and professional experience directly
related to evaluating the effectiveness of inte rnal control over financ ial reporting and the
preparation of financial statements in accordance with US GAAP and SEC rules and
regulations.

We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filing to be certain that the filing include s the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules requir e.  Since the company 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 provi de a written statement from the company
acknowledging that:
 the company is responsible for the adequacy an d 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.

Mr. David She
American Lorain Corporation March 8, 2012 Page 3

 You may contact Lily Dang at (202) 551-3867 if  you have questions regarding comments
on the financial statements and related matters . Please contact me at (202) 551-3489 with any
other questions.

        S i n c e r e l y ,           / s /  B r a d  S k i n n e r
Brad Skinner Senior Assistant Chief Accountant

CORRESP
1
filename1.htm

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

American Lorain Corporation
Beihuan Road
Junan County

Shandong, China 276600

February 6, 2012

Securities and Exchange Commission
Division of Corporation
Finance
100 F Street Washington, D.C. 20549
Attention: Mr. Brad Skinner,
Senior Assistant Chief Accountant

Re: American Lorain Corporation

Form 10-K for Fiscal Year Ended December 31, 2010
Filed March 31,
2011
File No. 1-34449

Dear Mr. Skinner:

On behalf of American Lorain Corporation (“we” or the
“Company”), we respond as follows to the Staff’s comment letter dated December
21, 2011 relating to the above-captioned annual report on Form 10-K. Please note
that for the Staff’s convenience, we have recited each of the Staff’s comments
and provided the Company’s response to each comment immediately thereafter.

    1.

      We note that you conduct substantially all of your
      operations outside of the United States. In order to enhance our
      understanding of how you prepare your financial statements, we ask that
      you provide us with information that will help us answer the following
      questions:

      How do you evaluate and assess internal control
      over financial reporting?

      Response: We respectfully note the Staff’s
      question. In 2008, the Company engaged an outside consulting firm who
      helped the Company establish an internal system of policies, controls and
      procedures addressing the Company’s key business functions as well as
      financial reporting processes. The on-going procedures that the Company
      maintains for considering controls to address financial reporting risks
      are as follows:

  Establishing financial reporting objectives consistent with relevant US
  GAAP requirements;

  Identifying significant financial statement accounts and disclosures by
  considering items separately disclosed in the Company’s financial statements,
  based on quantitative and qualitative factors as well as materiality;

  Identifying relevant assertions for each significant account and
  disclosure, such as existence or occurrence, completeness and valuation, among
  others;

  Determining the company’s significant business processes/cycles and
  sub-processes/sub-cycles underlying the significant accounts identified. The
  Company identified the following main business processes related to internal
  control over financial reporting:

  Revenue;

  Cost;

  Inventory;

  Tax;

  Fixed assets;

  Compensation;

  Fund management;

  Financial reporting and disclosure;

  Identifying risks to the achievement of financial reporting objectives by
  considering both quantitative and qualitative risk factors related to each
  significant financial statement account and disclosure item;

  utilizing risk and control matrices addressing five components of internal
  control, selecting control activities considering the cost and potential
  effectiveness in mitigating risks to the achievement of financial reporting
  objectives;

The Company has distributed the system
to senior management as well as business units for implementation. Due to
constraints in human resources and cost, we conduct monitoring activities on a
periodic basis. The Company intends to reengage outside consulting firms to
assist the Company, should circumstance require, to further improve the
Company’s system of internal control over financial reporting, and in addition,
if needed, to provide further training to its internal staff.

In connection with your process to determine whether your
internal control over financial reporting was effective, please describe whether
and how you considered controls to address financial reporting risks that are
relevant to all locations where you have operations.

Response: We respectfully note the Staff’s
question. The Company owns six operating facilities with three facilities in
Shandong Province, including the Company’s headquarters; one facility in
Beijing; one facility in Luotian, Hubei Province; and one facility in Dongguan,
Guangdong Province. Over 60% of both revenue and assets are attributable to the
three operating facilities located in Shandong Province. The Company has
distributed the system of policies, controls and procedures to all operating
subsidiaries for implementation. Due to limited human resources, the evaluation
of controls to address financial reporting risks is mainly conducted at the
headquarter level.

If you have an internal audit function, please describe
it and explain how, if at all, that function impacted your evaluation of your
internal control over financial reporting.

Response: We respectfully note the Staff’s
question. The Company does not currently have an internal audit function.
However, it is Company’s plan to establish and maintain such a function in the
near future. Should circumstance require, we will engage outside consulting firm
to assist the Company in this regard.

How do you maintain your books and records and prepare
your financial statements?

Response: We respectfully note the Staff’s
question. We maintain our books and records in accordance to PRC GAAP, and then
convert the financial statements to US GAAP at each reporting period. The
conversion process includes an examination by the Company’s Chief Accountant,
the CFO assistant, the CFO, and the Company’s external auditor to determine if
the financial statements are presented in accordance to US GAAP.

If you maintain your books and records in accordance with
U.S. GAAP, describe the controls you maintain to ensure that the activities you
conduct and the transactions you consummate are recorded in accordance with U.S.
GAAP.

Response: Not applicable.

If you do not maintain your books and records in
accordance with U.S. GAAP, tell us what basis of accounting you use and describe
the process you go through to convert your books and records to U.S. GAAP and
SEC reporting. Describe the controls you maintain to ensure that you have made
all necessary and appropriate adjustments in you conversions and
disclosures.

Response: We respectfully note the Staff’s
question. As disclosed above, our books and records are maintained in accordance
to PRC GAAP to comply with local regulations.

We maintain, and update as necessary, a checklist that contains
the differences between U.S. GAAP and PRC GAAP mainly by summarizing the
recurring adjustments that we have experienced in preparing our public filings.
We also maintain, and update as necessary, a disclosure checklist to ensure that
we have made all necessary disclosures. During each reporting period, the Chief
Accountant, the CFO assistant, the CFO reviews the checklists. Our external
auditor also provides education and guidance to our accounting staff during
their work.

When converting our books and records for SEC reporting
purposes, the CFO assistant makes all necessary adjustments to our books and
records based upon the checklist and ensures that the adjustments are complete
and appropriate. Our CFO then reviews all entries to ensure that the adjustments
were made properly and that the adjustments flow through the reporting entries.

What is the background of the people involved in your
financial reporting?

We would like to understand more about the background of
the people who are primarily responsible for preparing and supervising the
preparation of your financial statements and evaluating the effectiveness of
your internal control over financial reporting and their knowledge of U.S. GAAP
and SEC rules and regulations. Do not identify people by name, but for each
person, please tell us:

  What role he or she takes in preparing your financial statements and
  evaluating the effectiveness of you internal control;
  What relevant education and ongoing training he or she has had
  relating to U.S. GAAP;
  The nature of his or her contractual or other relationship to
  you;

  Whether he or she holds and maintains any professional designations
  such as Certified Public Accountant (U.S.) or Certified
  Management Accountant; and
  About his or her professional experience, including experience in
  preparing and/ or auditing financial statements prepared in
  accordance with U.S. GAAP and evaluating effectiveness of
  internal control over financial reporting.

Response: We respectfully note the Staff’s
question. For the Staff’s information, the following members of our management
team are responsible for implementing and supervising the preparation of our
financial statements, and, along with the participation of our Chief Executive
Officer, will be responsible for evaluating the effectiveness of our internal
control over financial reporting:

  Chief Accountant:
This individual holds a bachelors degree in
  accounting from Shandong University of Finance, and has over 17 years of
  accounting experience and has been employed with the Company since 1996. This
  individual also holds an Intermediate Certificate of Accounting issued by the
  Ministry of Personnel of the PRC. In October 2010, this individual was also
  placed as interim Chief Financial Officer before our current Chief Financial
  Officer was appointed in December 2010. The Chief Accountant has the most
  thorough understanding of the Company’s daily operations and her current
  responsibilities include supervising the day-to-day operations of the
  accounting department, preparing financial statements and assisting the Chief
  Financial Officer in preparing SEC filings. The Chief Accountant is
  responsible for preparing the financial statements and for managing and
  overseeing the activities and control responsibilities of eight accountants,
  who are responsible for summarizing and assembling financial data for decision
  making and reporting purposes. The Chief Accountant is employed by the Company
  on a full time basis.

 Chief Financial Officer Assistant:
This individual holds a bachelors
  degree in accounting from Xiamen University, one of the top universities in
  the accounting field in China. Before joining the Company in 2010, she spent 7
  years working for Xiamen SunChina Trading Co. Ltd., one of the largest fodder
  manufacturer and distributor in southern China with significant import /
  export exposures. The CFO Assistant’s current responsibilities include
  reviewing the financial statements prepared by the Chief Accountant, ensuring
  that the financial statements are complete and accurate, and evaluating the
  effectiveness of our internal controls by reviewing our company’s financial
  and auditing policies. This individual communicates directly with senior
  management and our accounting and finance employees regarding the
  implementation of our internal controls. The Chief Financial Officer Assistant
  is employed by the Company on a full time basis.

 Chief Financial Officer:
This individual holds a bachelors degree in
  mathematics from Beijing Institute of Technology, China, and a masters degree
  in finance from State University of New York at Buffalo. The CFO is a level
  III CFA candidate and is also working towards the Chartered Accountant
  designation issued by ICAEW. The Chief Financial Officer’s current
  responsibilities include reviewing financial statements, evaluating the
  effectiveness of internal control and communicating with the board and potentially investors. The Chief Financial Officer is
primarily responsible for the effectiveness of our disclosure controls and
internal control over financial reporting. The Chief Financial Officer reviews
the details of all financial statements and filings, and maintains an ongoing
dialogue with senior management, including the Chief Executive Officer, the
Audit Committee and the Board of Directors. The Chief Financial Officer takes an
active role in establishing and maintaining an appropriate control consciousness
throughout the organization.

The Chief Financial Officer also plans to implement, in the
near future, an educational and training program for senior finance employees to
ensure that their knowledge of U.S. GAAP and SEC rules and regulations remains
current.

We share appropriate accounting, control and U.S. GAAP
information on a timely basis with our independent registered certified public
accounting firm and maintain an ongoing dialogue with them to facilitate
appropriate and effective public reporting.

If you retain an accounting firm or other similar
organization to prepare your financial statements or evaluate your internal
control over financial reporting, please tell us:

  The name and address of the accounting firm or organization;

  The qualifications of their employees who perform the services for
  your company;
  How and why they are qualified to prepare your financial statements
  or evaluate your internal control over financial
  reporting;
  How many hours they spent last year performing these services for
  you; and
  The total amount of fees you paid to each accounting firm or
  organization in connection with the preparation of your
  financial statements and in connection with the evaluation of
  internal control over financial reporting for the most recent fiscal
  year end.

Response: We respectfully note the Staff’s
comment. The Staff is hereby advised that no outside accounting firm is retained
to assist the Company in the preparation of its financial statements.

If you retain individuals who are not your employees and
are not employed by an accounting firm or other similar organization to prepare
your financial statements or evaluate your internal control over financial
reporting, do not provide us with their names, but please tell us:

  Why you believe they are qualified to prepare your financial
  statements or evaluate your internal control over financial
  reporting;
  How many hours they spent last year performing these services for
  you; and
  The total amount of fees you paid to each individual in connection
  with the preparation of your financial statements and in
  connection with the evaluation of internal control over
  financial reporting for the most recent fiscal year end.

Response: We respectfully note the Staff’s
comment. The Staff is hereby advised that no outside individual is retained to
assist the Company in the preparation of its financial statements.

Do you have an audit committee financial expert?

We note you have identified your audit committee
financial expert in your filing as Mr. Dekai Yin. Please describe his
qualifications, including the extent of his knowledge of U.S. GAAP and internal
control over financial reporting.

Response: We respectfully note the Staff’s
comment. Mr. Yin has over 20 years of finance and accounting experience. Most
recently, from 1995 to 2004, he served as the Vice President and President of
the Linyi Branch of Agricultural Bank of China. From 2004 to 2009, he served as
the President of the Zibo Branch of Agricultural Bank of China. His job duties
included evaluating company’s financial statements and financial conditions;
monitoring and implementing controls for client companies based on key measures
set by central bank; overseeing internal audit functions, etc. Mr. Yin is
familiar with PRC GAAP.

Given his professional qualifications and extensive experiences
in banking and accounting, we believe that Mr. Yin is qualified as an “audit
committee financial expert.”

However, we do recognize that subtle differences exist between
US GAAP and PRC GAAP, and that Mr. Yin has limited experience with US GAAP,
although he is proficient with PRC GAAP.

The Company hereby acknowledges:

  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
  initiate

December 21, 2011
 Via E-mail

Mr. David She Chief Financial Officer  American Lorain Corporation Beihuan Zhong Road Junan County Shandong, China  276600
Re: American Lorain Corporation
  Form 10-K for Fiscal Year Ended December 31, 2010
Filed March 31, 2011 File No. 1-34449

 Dear Mr. She:
We have reviewed your filing and have the following comments.  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 amending your filing, by
providing the requested information, or by advi sing us when you will provide the requested
response.  If you do not believe our comments apply to your fact s and circumstances or do not
believe an amendment is appropriate, pl ease tell us why in your response.

After reviewing any amendment to your filing and the information you provide in
response to these comments, we ma y have additional comments.
 Form 10-K for Fiscal Year Ended December 31, 2010

 Controls and Procedures, page 31

 1. We note that you conduct substantially all of your operations outside of the United States.
In order to enhance our unders tanding of how you prepare y our financial statements, we
ask that you provide us with information that  will help us answer the following questions :

How do you evaluate and a ssess internal control o ver financial reporting?

In connection with your process to dete rmine whether your in ternal control over
financial reporting was effective, please  describe whether and how you considered

Mr. David She
American Lorain Corporation December 21, 2011 Page 2

 controls to address financia l reporting risks that are rele vant to all locations where
you have operations.   If you have an internal audit function, please describe it and e xplain how, if at all, that
function impacted your evalua tion of your internal contro l over financial reporting.

How do you maintain your books and records and prepare your fi nancial statements?

If
 you maintain your books and records in accordance with U.S. GAAP, describe the
controls you maintain to ensure that the activities you conduct and the transactions you
consummate are recorded in accordance with U.S. GAAP.

If you do not maintain your books and records in accordance with U.S. GAAP, tell us what basis of accounting you use and describe the process you go through to convert your
books and records to U.S. GAAP for SEC reporting. Describe the controls you maintain
to ensure that you have made all necessary and appropriate adjustments in your
conversions and disclosures.

What is the background of the people invo lved in your finan cial reporting?

We would like to understand more about the background of the people who are
primarily responsible for preparing and supe rvising the preparati on of your financial
statements and evaluating the effectiveness of your internal control over financial
reporting and their knowledge of U.S. GAAP and SEC rules and regulations.  Do not
identify people by name, but for each person, please tell us:

 what role he or she takes in preparing your financial statements and evaluating the
effectiveness of your internal control;
 what relevant education and ongoing traini ng he or she has had relating to U.S.
GAAP;
 the nature of his or her contract ual or other relationship to you;
 whether he or she holds and maintains any professional designations such as
Certified Public Accountant  (U.S.) or Certified Ma nagement Accountant; and
 about his or her professional experience, including experience in preparing and/or
auditing financial statements prepared  in accordance with U.S. GAAP and
evaluating effectiveness of internal control over financial reporting.

If you retain an accounting firm or othe r similar organization to prepare your
financial statements or evaluate your intern al control over financ ial reporting, please
tell us:
 the name and address of the acc ounting firm or organization;

Mr. David She
American Lorain Corporation December 21, 2011 Page 3

  the qualifications of their employees who perform the services for your company;
 how and why they are qualified to prepar e your financial statements or evaluate
your internal control over financial reporting;
 how many hours they spent last year pe rforming these services for you; and
 the total amount of fees you paid to each accounting firm or organization in
connection with the preparation of your financial statements and in connection
with the evaluation of internal control ove r financial reporting for the most recent
fiscal year end.

If you retain individuals who are not your employees and are not employed by an
accounting firm or other similar organization to prepare your financial statements or
evaluate your internal contro l over financial reporting, do not provide us with their
names, but please tell us:
 why you believe they are qualified to pr epare your financial statements or
evaluate your internal control over financial reporting;
 how many hours they spent last year pe rforming these services for you; and
 the total amount of fees you paid to each individual in connection with the
preparation of your financial statements and in connection with the evaluation of
internal control over financial reporting fo r the most recent fiscal year end.

Do you have an audit committee financial expert?
 We note you have identified your audit comm ittee financial expert in your filing as
Mr. Dekai Yin.  Please describe his qualif ications, including the extent of his
knowledge of U.S. GAAP and internal  control over financial reporting.

We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filing to be certain that the filing include s the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules requir e.  Since the company 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 provi de a written statement from the company
acknowledging that:
 the company is responsible for the adequacy an d 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

Mr. David She
American Lorain Corporation December 21, 2011 Page 4

  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.

You may contact Lily Dang at (202) 551-3867 if  you have questions regarding comments
on the financial statements and related matters . Please contact me at (202) 551-3489 with any
other questions.

        S i n c e r e l y ,
Brad Skinner Senior Assistant Chief Accountant

CORRESP
1
filename1.htm

   American Lorain Corporation: Correspondence Letter - Filed by newsfilecorp.com

American Lorain Corporation
Beihuan Road
Junan
County
Shandong, China 276600
Tel: (+86) 539-7318818

December 7, 2010

Legal Branch
Chief
Division of Corporation Finance
Mail Stop 7010
United States
Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C.
20549

    Re:
    American Lorain Corporation

    Amendment No. 2 to Registration Statement on
      Form S-3

    Filed December 7, 2010

    File No. 333-169815

Dear Sir or Madam:

The undersigned hereby respectfully requests that the effective
date of the above-referenced Registration Statement of American Lorain
Corporation (the “Company”) be accelerated so that it will become
effective on December 9, 2010 at 4:30 p.m. (New York City time), or as soon
thereafter as is practicable.

In connection with this acceleration request, the Company
acknowledges that:

    •
    should the Commission or the Staff, acting
      pursuant to delegated authority, declare the filing effective, such
      declaration does not foreclose the Commission from taking any action with
      respect to the filing;

    •
    the action of the Commission or the Staff,
      acting pursuant to delegated authority, in declaring the filing effective,
      does not relieve the Company from its full responsibility for the adequacy
      and accuracy of the disclosure in the filing; and

    •
    the Company may not assert the Staff comments
      and the declaration of effectiveness as a defense in any proceeding
      initiated by the Commission or any person under the federal securities
      laws of the United States.

Please contact Ari Edelman of Kramer Levin Naftalis &
Frankel LLP, outside counsel to the Company, at (212) 715-9341 upon the
Registration Statement’s becoming effective.

Sincerely,

AMERICAN LORAIN
CORPORATION

By: /s/ Si Chen
Name: Si Chen
Title: Chief
Executive Officer

cc: Ari Edelman, Esq.
Bill Huo, Esq.

- 2 -

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-4628

DIVISION OF
CORPORATION FINANCE
        November 16, 2010

Mr. Yilun Jin
Chief Financial Officer American Lorain Corporation Beihuan Zhong Road, Junan County Shandong, PRC  276600
 Re: American Lorain Corporation
  Form 10-K for the Fiscal Year Ended December 31, 2009
Filed April 30, 2010 Form 10-K/A for the Fiscal Year Ended December 31, 2009 Filed April 30, 2010 Response Letter Dated October 26, 2010
  File No. 1-34449

 Dear Mr. Jin:
We have completed our review of your fili ngs and do not have any further comments at
this time .

         S i n c e r e l y ,
H. Roger Schwall Assistant Director

October 28, 2010

American Lorain Corporation
c/o United Corporate Services, Inc.
202 South Minnesota Street
Carson City, NV 89703

Re: American Lorain Corporation
Registration Statement on Form S -3
Filed October 7, 2010
File No. 333-169815

Dear Si r or Madam :

We have limited our review of your registration statement to those issues we have
addressed in our comments. In some of our comments, we may ask you to provide us with
information so we may better understand your disclosure.

Please respond t o this letter by amending your registration statement and providing
the requested information. Where you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.

After reviewing any amendment to your registration statement and the information
you provide in response to these comments, we may have additional comments.

Registration Statement on Form S -3

General

1. Please be advised that comments on your Form 10 -K must be resolved before the
desired effective date of your registration statement.

Organizational Structure, page 2

2. We note your disclosure regarding the “following chart” depicting your
organizational structure.  Please include the referenced chart in you r public filing; the
chart appears to be missing.

American Lorain Corporation
October 28, 2010
Page 2

Documents Incorporated by Reference, page 11

3. We note that this section does not explicitly cover reports filed after the date of the
initial registration statement and prior to ef fectiveness of the registration statement .
Please be advised that you need to update your incorporation by reference section to
reflect reports that you file prior to effectiveness, including your Form 8 -K filed
October 21, 2010.  Refer to Question 123.05  of the Securities Act Forms Compliance
and Disclosure Interpretations, available on our website at
http://www.sec.gov/divisions/corpfin/cfguidance.shtml .

Closing Comments

We urge all pe rsons 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 Act
of 1933 and all applicable Securities Act rules require. Since the company 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.

Notwithstanding our comments, in the event you request acceleration of the effective
date of the pend ing registration statement please provide a written statement from the
company acknowledging that:

 should the Commission or the staff, acting p ursuant to delegated authority,
declare the filing effective, it does not foreclose the Commission from taking any
action with respect to the filing;

 the action of the Commission or the staff, acting p ursuant to delegated authority,
in declaring the filing effective, does not re lieve the company from its full
responsibility  for the adequacy and accuracy of the d isclosure in the filing; and

 the company may not assert staff comments and t he declaration of effectiveness
as a defense in any proceeding initiated by the  Commission or any person under
the federal securities laws of the United States.

Please refer to  Rules 460 and 461 regarding requests for acceleration. We will
consider a written request for acceleration of the effective date of the registration statement
as confirmation of the fact that those requesting acceleration are aware of their respective
responsibilities under the Securities Act of 1933 and the Securities Exchange Act of 1934 as
they relate to the proposed public offering of the securities specified in the above registration
statement. Please allow adequate time for us to review any amendment  prior to the requested
effective date of the registration statement.

American Lorain Corporation
October 28, 2010
Page 3

Please contact Sean Donahue at (202) 551 -3579  or Alexandra M. Ledbetter at (202)
551-3317 with any questions.

Sincerely,

        H. Roger Schwall
        Assistant Director

cc: Eric Lerner, Esq.
Kramer Levin Naftalis & Frankel LLP
Facsimile No. (212) 715 -8000

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

AMERICAN LORAIN CORPORATION

October 26, 2010

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

    Attention:
    H. Roger Schwall

    Kevin Stertzel

    Re:
    American Lorain Corporation

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

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

    Filed April 30, 2010

    File No. 1-34449

Dear Messrs. Schwall and Stertzel:

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

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

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

Revenue, page 30

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

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

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

Page 2

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

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

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

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

Financial Statements General

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

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

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

Page 3

Consolidated Balance Sheets, page F-2

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

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

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

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

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

Consolidated Statements of Cash Flows, page F-6

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

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

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

Page 4

Note 2 - Summary of Significant Accounting Policies

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

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

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

(a) Product Return Policy

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

(b) Sales Incentives

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

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

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

Page 5

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

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

Note 6 - Related Party Receivable, page F-14

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

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

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

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

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

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

Page 6

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

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

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

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

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

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

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

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

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

Page 7

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

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

CORRESP
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   American Lorain Corporation: Correspondence - Filed by newsfilecorp.com

ERIC M. LERNER
PARTNER
PHONE
212-715-9494
FAX 212-715-8000
ELERNER@KRAMERLEVIN.COM

September 30, 2010

Securities and Exchange Commission
Washington, DC 20549-4628

Attn: Kevin Stertzel, Esq.

    Re:
    American Lorain Corporation

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

    Filed April 30, 2010

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

    Filed April 30, 2010

    File No. 1-34449

Dear Mr. Stertzel:

Reference is made to the letter dated September 28, 2010 from
H. Roger Schwall, (Assistant Director, Division of Corporate Finance of the
Securities and Exchange Commission) to Mr. Yilun Jin, Chief Financial Officer of
our client American Lorain Corporation (“American Lorain”), setting forth
comments of the SEC Staff to American Lorain’s above referenced SEC filings.

As we discussed, American Lorain will be providing written
responses to the Staff’s comments. We hereby respectfully request, on behalf of
our client, that American Lorain’s time to respond to the Staff’s comments be
extended by an additional 10 business days to October 26, 2010. The extension is
being requested due to the fact that Mr. Jin is traveling this week, and in
order to coordinate the efforts of the internal staff and outside auditors who
will need to prepare the response and to address language/translation timing

Please advise me to confirm the Staff’s granting of the
extension to respond to October 26, 2010.

Very truly yours,

/s/ Eric M. Lerner
Eric M.
Lerner

cc: Yulin Jin

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

American Lorain Corporation
Beihuan Road
Junan
County
Shandong, China 276600
Tel: (+86) 539-7318818

June 4, 2010

Ms. Anne Nguyen Parker
Legal Branch Chief
Division of
Corporation Finance
Mail Stop 7010
United States Securities and Exchange
Commission
100 F Street, N.E.
Washington, D.C. 20549

    Re:
    American Lorain Corporation

    Registration Statement on Form S-3

    Filed January 29, 2010

    File No. 333-164605

Dear Ms. Parker:

     The undersigned hereby
respectfully requests that the effective date of the above-referenced
Registration Statement of American Lorain Corporation (the “Company”) be
accelerated so that it will become effective on June 9, 2010 at 9:00 a.m., or as
soon thereafter as is practicable.

  In connection with this acceleration request,
  the Company acknowledges that:

  should the Commission or the Staff, acting pursuant to delegated
  authority, declare the filings effective, such declaration does not foreclose
  the Commission from taking any action with respect to the filings;

  the action of the Commission or the Staff, acting pursuant to delegated
  authority, in declaring the filings effective, does not relieve the Company
  from its full responsibility for the adequacy and accuracy of the disclosure
  in the filings; and

  the Company may not assert the Staff comments and the declaration of
  effectiveness as a defense in any proceeding initiated by the Commission or
  any person under the federal securities laws of the United States.

     Please contact Ari Edelman of
Kramer Levin Naftalis & Frankel LLP, outside counsel to the Company, at
(212) 715-9341 upon the Registration Statement’s becoming effective.

Sincerely,

AMERICAN LORAIN CORPORATION

By: /s/ Si Chen
Name: Si
Chen
Title: Chief Executive Officer

cc: Bill Huo, Esq.
Ari Edelman, Esq.

- 2 -

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-4628

       DIVISION OF
CORPORATION FINANCE

May 18, 2010

Mr. Si Chen Chairman, Director and Chief Executive Officer American Lorain Corporation Beihuan Road Junan County Shandong, P.R. China 276600
 Re: American Lorain Corporation
  Amendment No. 2 to Registra tion Statement on Form S-3
  Filed May 6, 2010   File No. 333-164605
Dear Mr. Chen:

We have limited our review of your filing to  those issues we have addressed in our
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.  Pl ease 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.  Af ter reviewing this information, we may raise
additional comments.
 Form S-3

 General

Incorporation of Certain Info rmation by Reference, page 16
 1. We note that on May 13, 2010 you subsequently  filed a Form 10-Q for the fiscal
period ended March 31, 2010.  However, in th is registration statement you have not
properly incorporated future filings after th e date of the initial registration statement
and prior to effectiveness.   Therefore, please file an am endment that specifically
incorporates your Form 10-Q and any othe r subsequent report filed pursuant to
Section 13(a) or 15(d) of the Exchange Ac t.  See Item 12(a)(2) of Form S-3 and
Question 123.05 of the Division of Corporat ion Finance’s Compliance and Disclosure
Interpretations on Securities Act Forms.

American Lorain Corporation
Mr. Si Chen May 18, 2010 Page 2  Part II. Information Not Required in Prospectus

 Item 16. Exhibits

 Exhibit 5.1

 2. We note that counsel's legal opinion disclaims any obligation to update this opinion or otherwise advise you of any change in a ny of these sources of law or subsequent
legal or factual developments.  Since the opinion must speak as of the registration
statement's effectiveness, please have counsel  revise their opinion to state that they
have no obligation to up date the opinion after
 the date of effectiveness, or have
counsel re-file the opinion on the date of effectiveness.
 Closing Comments

As appropriate, please amend your filing in  response to these comments.  You may
wish to provide us with marked copies of th e amendment to expedite our review.    Please
furnish a cover letter with each amendment that  keys your responses to our comments and
provides any requested information.  Detailed co ver letters greatly faci litate our review.
Please understand that we may have additiona l comments after reviewing your amendment
and responses to our comment.
Please contact Kevin Dougherty at (202) 551- 3271, or in his absence, the undersigned
at (202) 551- 3611 with any questions.

     S i n c e r e l y ,

     Anne Nguyen Parker      B r a n c h  C h i e f
cc: Via Facsimile (212) 715-8277

 Christopher S. Auguste, Esq.  Kramer Levin Naftalis & Frankel LLP

CORRESP
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American Lorain Corporation - Response Letter - Filed by newsfilecorp.com

American Lorain Corporation

Beihuan Road

Junan County

Shandong, China 276600

Tel: (+86) 539-7318818

April 5, 2010

VIA EDGAR AND FEDERAL EXPRESS

Mr. Anne Nguyen Parker

Legal Branch Chief

Division of Corporation Finance

Mail Stop 7010

United States Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Re:

American Lorain Corporation

Registration Statement on Form S-3

Filed January 29, 2010

File No. 333-164605

Dear Ms. Parker:

On behalf of American Lorain
Corporation ("we" or the "Company"), we respond as follows to the Staff’s
comment letter dated February 19, 2010 relating to the above-captioned
registration statement on Form S-3. Captions and page references herein
correspond to those set forth in the registration statement (the "prospectus"),
unless otherwise specified. Please note that for the Staff’s convenience, we
have recited each of the Staff’s comments and provided the Company’s response to
each comment immediately thereafter.

Form S-3

General

1.

In your
Item 5.02 Form 8-K filed on September 22, 2009, you disclose that Xiandong Zhou,
president of your company, resigned effective September 14, 2009. According to
General Instruction B.1 of Form 8-K, this report was required to be filed within
four business days after occurrence of the event. However, this report was not
filed until September 22, 2009. As such, your report does not appear timely
filed in accordance with the Registrant Requirement of I.A.3(b) of Form S-3.
Please advise.

We believe that we have complied with the
Registrant Requirement of I.A.3(b) of Form S-3 and that the Form 8-K filed on
September 22, 2009 was timely. Xiandong Zhou was our former president, whose
employment in his capacity as our president was terminated in
November 2008 upon his resignation from
that position. From the date of his resignation until September 14, 2009, Mr.
Zhou was employed by us as a non-executive employee.

American Lorain Corporation

April 5, 2010

Page 5

On September 14, 2009, three days
before we restructured our management, including the appointment of Mr. Chen as
our president and Ms. Tseng as secretary, and the appointment of new members of
our board of directors, Mr. Zhou resigned from the Company. His resignation was
not required to be reported on Form 8-K because Mr. Zhou was not an executive
officer of the Company at that time.

We failed to timely report Mr.
Zhou’s resignation on a Form 8-K in November 2008. Instead, upon discovering our
error, we disclosed his resignation on April 29, 2009 in Item 9B of our Form
10-K/A pursuant to the instructions to such item. Because our obligation to
disclose Mr. Zhou’s resignation occurred more than twelve months ago and no
event has occurred during the past twelve months for which we did not make a
timely filing, we believe that we are in compliance with the Registrant
Requirement of I.A.3(b) of Form S-3.

Incorporation of Certain Information by Reference, page 16

2.

Please revise to indicate the
correct file number for the documents you are incorporating by reference, which
number is 000-31619.

We have revised the prospectus to
indicate the file number of our Annual Report on Form 10-K for the year ended
December 31, 2009, which was filed on March 29, 2010.

3.

Please revise to provide the correct
date on which your Form 10-Q for the quarter ended September 30, 2009 was filed,
i.e. November 13, 2009.

We have revised the prospectus to
indicate the file number of our Annual Report on Form 10-K for the year ended
December 31, 2009, which was filed on March 29, 2010.

Signatures

4.

Please amend your filing to certify
that you have reasonable grounds to believe that you meet all of the
requirements for filing on Form S-3.

We have amended our prospectus to
certify that we have reasonable grounds to believe that we meet all of the
requirements for filing on Form S-3.

Part II. Information Not Required in Prospectus

Item 16. Exhibits

5.

We note from your exhibit index that
you plan to file the form of indenture, exhibit 4.4, by post-effective amendment
or with a future Exchange Act report. Please note that the form of indenture
must be filed prior to effectiveness so that it may be qualified, as required by
Section 309(a) of the Trust Indenture Act. Please file the form of indenture
with a pre-effective amendment.

We have amended our prospectus to
remove any reference to the registration of debt securities. Consequently, our
amended prospectus will not contain a form of indenture.

American Lorain Corporation

April 5, 2010

Page 5

6.

Similarly, please file legal
opinions covering all securities included in the registration statement in a
pre-effective amendment. See Item 601(b)(5) of Regulation S-K.

We will amend our prospectus to include legal
opinions covering all securities included therein.

Item 17. Undertakings

7.

Please explain why you have included
the undertaking provided by Item 512(i) of Regulation S-K.

We have amended our prospectus to remove the
undertaking provided by Item 512(i) of Regulation S-K.

Form 10-K for Fiscal Year Ended December 31, 2008

Exhibits 31.1 and 31.2

8.

Please revise the introductory
language to paragraph 4 to include management’s responsibility for maintaining
internal control over financial reporting. See Item 601(b)(31)(i) of Regulation
S-K.

We have amended our Form 10-K to
revise the introductory language to paragraph 4 of Exhibits 31.1 and 31.2 to
include management’s responsibility for maintaining internal control over
financial reporting.

American Lorain Corporation

April 5, 2010

Page 5

Pursuant to the staff’s request, we hereby
acknowledge that:

  should the Commission or the staff,
  acting pursuant to delegated authority, declare the filing effective, it does
  not foreclose the Commission from taking any action with respect to the
  filing;

  the action of the Commission or the
  staff, acting pursuant to delegated authority, in declaring the filing
  effective, does not relieve the Company from its full responsibility for the
  adequacy and accuracy of the disclosure in the filing; and

  the Company may not assert staff
  comments and the declaration of effectiveness as a defense in any proceeding
  initiated by the Commission or any person under the federal securities laws of
  the United States.

Sincerely,

/s/ Si Chen

Si Chen

Chairman and Chief Executive Officer

cc:

Christopher S. Auguste, Esq.

Bill Huo, Esq.

CORRESP
1
filename1.htm

American Lorain Corporation - Correspondence - Filed by newsfilecorp.com

American Lorain Corporation

Beihuan Road

Junan County

Shandong, China 276600

Tel: (+86) 539-7318818

March 1, 2010

VIA EDGAR AND FEDERAL EXPRESS

Mr. Anne Nguyen Parker

Legal Branch Chief

Division of Corporation Finance

Mail Stop 7010

United States Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Re:

American Lorain Corporation

Registration Statement on Form S-3

Filed January 29, 2010

File No. 333-164605

Dear Ms. Parker:

    On behalf of American Lorain Corporation
("we" or the "Company"), we respond as follows to the Staff's comment letter
dated February 19, 2010 relating to the above-captioned registration statement
on Form S-3. Captions and page references herein correspond to those set forth
in the registration statement (the "prospectus"), unless otherwise specified.
Please note that for the Staff's convenience, we have recited each of the
Staff's comments and provided the Company's response to each comment immediately
thereafter.

Form S-3

General

  In your Item 5.02 Form 8-K filed on
  September 22, 2009, you disclose that Xiandong Zhou, president of your
  company, resigned effective September 14, 2009. According to General
  Instruction B.1 of Form 8-K, this report was required to be filed within four
  business days after occurrence of the event. However, this report was not
  filed until September 22, 2009. As such, your report does not appear timely
  filed in accordance with the Registrant Requirement of I.A.3(b) of Form S-3.
  Please advise.

    We believe that we have complied with the
Registrant Requirement of I.A.3(b) of Form S-3 and that the Form 8-K filed on
September 22, 2009 was timely. Xiandong Zhou was our former president, whose
employment in his capacity as our president was terminated in November 2008 upon
his resignation from that position. From the date of his resignation until
September 14, 2009, Mr. Zhou was employed by us as a non-executive employee.

American Lorain Corporation

March 1, 2010

Page 2

    On September 14, 2009, three days before
we restructured our management, including the appointment of Mr. Chen as our
president and Ms. Tseng as secretary, and the appointment of new members of our
board of directors, Mr. Zhou resigned from the Company. His resignation was not
required to be reported on Form 8-K because Mr. Zhou was not an executive
officer of the Company at that time.

    We failed to timely report Mr. Zhou's
resignation on a Form 8-K in November 2008. Instead, upon discovering our error,
we disclosed his resignation on April 29, 2009 in Item 9B of our Form 10-K/A
pursuant to the instructions to such item. Because our obligation to disclose
Mr. Zhou's resignation occurred more than twelve months ago and no event has
occurred during the past twelve months for which we did not make a timely
filing, we believe that we are in compliance with the Registrant Requirement of
I.A.3(b) of Form S-3.

Incorporation of Certain Information by Reference, page 16

  Please revise to indicate the correct
  file number for the documents you are incorporating by reference, which number
  is 000-31619.

We will revise the prospectus to indicate the correct file
number for the documents we are incorporating by reference, which number is
000-31619.

  Please revise to provide the correct
  date on which your Form 10-Q for the quarter ended September 30, 2009 was
  filed, i.e. November 13, 2009.

We will revise the prospectus to provide the correct date on
which our Form 10-Q for the quarter ended September 30, 2009 was filed, i.e.
November 13, 2009.

Signatures

  Please amend your filing to certify
  that you have reasonable grounds to believe that you meet all of the
  requirements for filing on Form S-3.

We will amend our prospectus to certify that we have
reasonable grounds to believe that we meet all of the requirements for filing on
Form S-3.

Part II. Information Not Required in Prospectus

Item 16. Exhibits

  We note from your exhibit index that
  you plan to file the form of indenture, exhibit 4.4, by post-effective
  amendment or with a future Exchange Act report. Please note that the form of
  indenture must be filed prior to effectiveness so that it may be qualified, as
  required by Section 309(a) of the Trust Indenture Act. Please file the form of
  indenture with a pre-effective amendment.

    We will amend our prospectus to remove any
reference to the registration of debt securities. Consequently, our amended
prospectus will not contain a form of indenture.

American Lorain Corporation

March 1, 2010

Page 3

  Similarly, please
  file legal opinions covering all securities included in the registration
  statement in a pre-effective amendment. See Item 601(b)(5) of Regulation S-K.

    We will amend our prospectus to include legal opinions
covering all securities included therein.

Item 17. Undertakings

  Please explain why you have
  included the undertaking provided by Item 512(i) of Regulation S-K.

    We will amend our prospectus to remove the undertaking
provided by Item 512(i) of Regulation S-K.

Form 10-K for Fiscal Year Ended December 31, 2008

Exhibits 31.1 and 31.2

  Please revise
  the introductory language to paragraph 4 to include management's
  responsibility for maintaining internal control over financial reporting. See
  Item 601(b)(31)(i) of Regulation S-K.

    We will amend our Form 10-K to revise the introductory
language to paragraph 4 of Exhibits 31.1 and 31.2 to include management's
responsibility for maintaining internal control over financial reporting.

American Lorain Corporation

March 1, 2010

Page 4

    Pursuant to the staff's request, we hereby acknowledge
that:

  should the Commission or the
  staff, acting pursuant to delegated authority, declare the filing effective,
  it does not foreclose the Commission from taking any action with respect to
  the filing;

  the action of the Commission
  or the staff, acting pursuant to delegated authority, in declaring the filing
  effective, does not relieve the Company from its full responsibility for the
  adequacy and accuracy of the disclosure in the filing; and

  the Company may not assert
  staff comments and the declaration of effectiveness as a defense in any
  proceeding initiated by the Commission or any person under the federal
  securities laws of the United States.

    Sincerely,

    /s/ Si Chen

    Si Chen

    Chairman and Chief
    Executive Officer

cc:

Christopher S. Auguste, Esq.

Bill Huo, Esq.

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-4628

       DIVISION OF
CORPORATION FINANCE

 February 19, 2010
 Mr. Si Chen Chairman, Director and Chief Executive Officer American Lorain Corporation Beihuan Road Junan County Shandong, P.R. China 276600
 Re: American Lorain Corporation
  Registration Statement on Form S-3   Filed January 29, 2010   File No. 333-164605
Dear Mr. Chen:

We have limited our review of your filing to those issues we have addressed in
our comments.  Where indicated, we think you should revise your document in response
to these comments.  If you disagree, we w ill consider your explanation as to why our
comment is inapplicable or a revision is unneces sary.  Please be as detailed as necessary
in your explanation.  In some of our comme nts, 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.
Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure  requirements 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 any other aspect of our
review.  Feel free to call us at the telephone numbers listed at the end of this letter.

Form S-3

 General

1. In your Item 5.02 Form 8-K filed on September 22, 2009, you disclose that
Xiandong Zhou, president of your company, resigned effective September 14, 2009. According to General Instruction B.1 of Form 8-K, this report was required
to be filed within four business days afte r occurrence of the event.  However, this
report was not filed until September 22, 2009.  As such, your report does not
appear timely filed in accord ance with the Registrant Re quirement of I.A.3(b) of
Form S-3.  Please advise.

American Lorain Corporation
Mr. Si Chen February 19, 2010 Page 2
 Incorporation of Certain Info rmation by Reference, page 16

2. Please revise to indicate the correct file number for the documents you are
incorporating by reference,  which number is 000-31619.
 3. Please revise to provide the correct date  on which your Form 10-Q for the quarter
ended September 30, 2009 was filed, i.e. November 13, 2009.

Signatures

4. Please amend your filing to certify that you have reasonable grounds to believe
that you meet all of the requirements for filing on Form S-3.
 Part II. Information Not Required in Prospectus

 Item 16. Exhibits

 5. We note from your exhibit index that you pl an to file the form of indenture,
exhibit 4.4, by post-effective amendment or with a future Exchange Act report.
Please note that the form of indenture must be filed prior to effectiveness so that it
may be qualified, as required by Section 309(a)  of the Trust Indenture Act.  Please
file the form of indenture w ith a pre-effective amendment.
 6. Similarly, please file le gal opinions covering all
 securities included in the
registration statement in a pre-effectiv e amendment.  See Item 601(b)(5) of
Regulation S-K.
 Item 17. Undertakings

 7. Please explain why you have included the undertaking provided by Item 512(i) of
Regulation S-K.
 Form 10-K for Fiscal Year Ended December 31, 2008

 Exhibits 31.1 and 31.2

 8. Please revise the introductory language to  paragraph 4 to include management’s
responsibility for maintaini ng internal control over fina ncial reporting.  See Item
601(b)(31)(i) of Regulation S-K.
 Closing Comments

As appropriate, please amend your filing in response to these comments.  You
may wish to provide us with marked copies of  the amendment to expe dite our review.

American Lorain Corporation
Mr. Si Chen February 19, 2010 Page 3
 Please furnish a cover letter with each am endment that keys your responses to our
comments and provides any requested inform ation.  Detailed cover letters greatly
facilitate our review.  Please understand th at we may have additional comments after
reviewing your amendment a nd responses to our comment.
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 all in formation required under
the Securities Act of 1933 and the Securities Exchange Act of 1934 and that they have provided all information investors require for an informed investment decision.  Since the
company and its management are in possessi on of all facts relating to a company’s
disclosure, they are responsible for the accur acy and adequacy of the disclosures they
have made.
Notwithstanding our comments, in the even t the company requests acceleration of
the effective date of the registration statemen t, it should furnish a le tter, at the time of
such request, acknowledging that:   ‚ should the Commission or the staff, acting purs uant to delegated authority, declare the
filing effective, it does not foreclose th e Commission from taking any action with
respect to the filing;

‚ the action of the Commission or the staff, acting pursuant to delegated authority, in
declaring the filing effective,  does not relieve the company from its full responsibility
for the adequacy and accuracy of the disclosure in the filing; and
 ‚ the company may not assert staff comments and the declaration of effectiveness as a
defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.
  In addition, please be advi sed that the Division of En forcement has access to all
information you provide to the staff of the Di vision of Corporation Finance in connection
with our review of your filing or in response to any comments on your filing.

We will consider a written request for acceleration of the effective date of the
registration statement as conf irmation of the fact that t hose requesting acceleration are
aware of their respective re sponsibilities under the S ecurities Act of 1933 and the
Securities Exchange Act of 1934 as they rela te to the proposed public offering of the
securities specified in the above registration statement.  We will act  on the request and,
pursuant to delegated authority, grant acce leration of the effective date.
We direct your attention to Rule 461  regarding requesti ng acceleration of a
registration statement.  Please allow adequate  time after the filing of any amendment for
further review before submitting a request for acceleration.  Please provide this request at
least two business days in advance of the requested effective date.

American Lorain Corporation
Mr. Si Chen February 19, 2010 Page 4
 Please contact Kevin Dougherty at (202)  551-3271, or in his absence, the
undersigned at (202) 551- 3611 with any questions.

     S i n c e r e l y ,

     Anne Nguyen Parker      B r a n c h  C h i e f
cc: Via Facsimile (212) 715-8277

 Christopher S. Auguste, Esq.  Kramer Levin Naftalis & Frankel LLP

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

       DIVISION OF
CORPORATION FINANCE
   Mail Stop 7105
September 30, 2008

Via U.S. Mail and Facsimile
Mr. Si Chen
Chief Executive Officer American Lorain Corporation Beihuan Road  Junan County Shandong, China 276600
 Re: American Lorain Corporation
  Amendment No. 5 to Registra tion Statement on Form S-1
Filed September 19, 2008
  File No. 333-145260
Dear Mr. Chen:

We have reviewed your filing and have the following comments.  Where
indicated, we think you should re vise 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 deta iled as necessary in your explanation.  In
some of our comments, we may ask you to provi de us with information so we may better
understand your disclosure.  After reviewing th is information, 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  requirements 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 any other aspect of our
review.  Feel free to call us at the telephone numbers listed at the end of this letter.

General

1. We note the disclosure on page F-66 of sale s to Syria.  We also note the references
in the prospectus to expanding your market to  the Middle East.  We also note that in
the prospectus you use the term “South Korea” and the term “Korea.”  It is not clear
that they are used interchangeably.  Syri a, Iran, Sudan and North Korea have been
identified as state sponsor of terrorism by the U.S. Department of State, and are
subject to U.S. economic sanctions and expor t controls.  Please describe for us your
past, current, and anticipated operations i n, or other contacts with, Syria, Iran, Sudan

Mr. Si Chen
American Lorain Corporation
September 30, 2008 Page 2
or North Korea.  Your response should include descriptions of contacts through
subsidiaries, joint ventures or distributors, or other indirect arrangements, if any.
2. Please discuss the materiality of any ope rations and other contacts described in
response to the foregoing comment, and wh ether they would constitute a material
investment risk for your security holde rs.  You should address materiality in
quantitative terms, including the approximate
 dollar amounts of any associated
revenues, assets, and liabilities for the past three fis cal years.  Also, address
materiality in terms of qualitative factor s that a reasonable in vestor would deem
important in making an investment deci sion, including the potential impact of
corporate activities upon a comp any’s reputation and share valu e.  In this regard, we
note that various American st ate and municipal government s, universities, and other
investors have proposed or adopted divestment or ot her initiatives regarding
investment in companies that do business with state sponsors of terrorism.  Your
materiality analysis should address the potential impact of investor sentiment
directed toward companies that have busin ess contacts with countries identified as
state sponsors of terrorism.
3. We note that the number of shares that you are registering for resale has decreased.
Please tell us why .  If the selling stockholders relied on Rule 144 to sell any shares,
please provide us with an analysis as to the availability of Rule  144, in light of your
prior status as a shell company.

Management’s Discussion and Analysis of Fi nancial Condition and Results of Operations

Recent Developments
 Newly Elected Directors and Officers, page 26

4. We note your disclosure that effective September 22, 2008 Yilun Alan Jin is your
CFO.  Update your disclosure elsewhere in  the prospectus as necessary to discuss
Mr. Jin’s background and the material term s of his employment agreement.  We
note that you have filed Mr. Jin’s employm ent agreement as exhibit 10.21.  In the
caption to the exhibit, you indicate that the agreemen t is dated November 20, 2007.
However, the agreement filed with the Form 8-K is dated September 22, 2008.
Please advise.

Mr. Si Chen
American Lorain Corporation
September 30, 2008 Page 3  Results of Operations

 Comparison of Three Months Ended June 30, 2008 and 2007, page 26

 Comparison of Six Months Ended June 30, 2008 and 2007, page 29

5. We note your response to our prior comment 3, and that for your Cost of Revenues
and Operating Expenses for both interim pe riods you do not quantify the factors that
contributed to the increases.   For example,  we note that the in crease in selling and
marketing expenses for the three month pe riod “mainly” resulted from efforts to
market your products in China. To the ex tent practicable, quantify the factor’s
contribution. Discuss the other factors th at led to increases in your costs and
expenses.
 Liquidity and Capital Resources

 For the Fiscal Year Ended December 31, 2007

 General, page 35

6. We note your response to our prior comment  4.  Please explain why you deleted the
discussion under “Recent Developments” on pa ge 40.  It does not appear that this
information is in the Business section.
 Operating Activities, page 40

7. We note your response to our prior comme nt 2, and your disclosure on page 55
under “Our Customers” in the Business sec tion regarding your sales directly to
wholesalers, food processors and mass merchandisers.   Explain how you expect that the trend toward transf erring domestic sales to agents will affect your future
results.
 Business

 Our Customer, page 55

8. We note your response to our prior comme nt 5, and that Shandong Lvan Import &
Export Co., Ltd. accounted for 15.4% of tota l revenues in 2007.  State whether you
have an agreement with Shandong and if so, di sclose the material te rms.  If there is
an agreement, please also provide an an alysis as to why the agreement does not
need to be filed under Item 601(b)(10) of Regulation S-K .

Mr. Si Chen
American Lorain Corporation
September 30, 2008 Page 4  Certain Relationships and Re lated Transactions, page 71

9. We note your response to our prior comment 5 and reissue it in part.  In regard to
the determination of the value of the acqui red shares, state whether any independent
valuation was obtained, or el se describe the basis for the determination of the
market value. State whether the purch ases were approved by the independent
members of the board of ILH.
 Financial Statements - American Lorain Corporation (Parent Only)

 General

10. We note you have identified these financial st atements as ‘Retroactively Restated.’
Please tell us, and revise your disclosure  to explain why you have labeled these
financial statements as such.
 Exhibits

11. Item 601(b)(5) of Regulation S-K  requires th at  counsel opine on the validity of the
securities being registered “when sold.”  The opinions filed state only that the
Shares have been legally issued and are fully paid and non-assessable.  Obtain and
re-file opinions that comply  with Item 601(b)(5).

Closing Comments
 As appropriate, please amend your regist ration 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 cove r 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 amendmen t and responses to our comments.
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 all in formation required under
the Securities Act of 1933 and that they have  provided all information investors require
for an informed investment decision.  Since the company 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.
Notwithstanding our comments, in the even t the company requests acceleration of
the effective date of the pending registration statement, it should furnish a letter, at the time of such request, acknowledging that:

Mr. Si Chen
American Lorain Corporation September 30, 2008 Page 5    should the Commission or the staff, acting pu rsuant to delegated authority, declare the
filing effective, it does not foreclose th e Commission from taking any action with
respect to the filing;
   the action of the Commission or the staff, acting pursuant to delegated authority, in
declaring the filing effective,  does not relieve the company from its full responsibility
for the adequacy and accuracy of the disclosure in the filing; and
   the company may not assert staff comments and the declaration of effectiveness as a
defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.
  In addition, please be advi sed that the Division of En forcement has access to all
information you provide to the staff of the Di vision of Corporation Finance in connection
with our review of your filing or in response to our comments on your filing.
We will consider a written request for acceleration of the effective date of the
registration statement as conf irmation of the fact that t hose requesting acceleration are
aware of their respective re sponsibilities under the S ecurities Act of 1933 and the
Securities Exchange Act of 1934 as they rela te to the proposed public offering of the
securities specified in the above registration statement.  We will act  on the request and,
pursuant to delegated authority, grant acce leration of the effective date.
We direct your attention to Rules 46 0 and 461 regarding requesting acceleration
of a registration statement.  Please allow ad equate time after the filing of any amendment
for further review before submitting a request for acceleration.  Please provide this request at least two business days in a dvance of the requested effective date.

 You may contact Mark Wojciechowski at  (202) 551-3759 or, in his absence, Jill
Davis, Accounting Branch Chief, at (202) 551-3683 if you have questions regarding the
accounting comments.  Please contact Donna Le vy at (202) 551-3292 or, in her absence,
me at (202) 551-3611 with any other questions.
Sincerely,

        Anne Nguyen Parker         B r a n c h  C h i e f   cc: M. Wojciechowski  D. Levy  B. Friar

Am Lorain 2nd Rev (6) SU Acct Memo_MWjsd.doc 2 Review Versionnd
M ACCOUNTING REVIEW ME ORANDUM
SUBSEQUENT FILING/RESPONSE

NT: American Lorain Corporation

6
:

/D CODE: 2004 10- KSB with final disposition of 02/21/06
DATES OF FINANCIAL STATEMENTS:
, 2006 and 2005.
f 06 e a h  ended 06/30/08 and
UN R D C T(S):
          R E P O R T       C O N S E N T
  DATE           DATE
DATE EXAMINED:  10/15/08
MBER:  4 OFFICE NU
RA REGIST  CIK:  1117057   SIC:  2060   FILE:  333-145260
FORM :  S-1/A #
DATE FILED:  10/10/08
  TYPE OF REVIEW     FULL   (X)    FINANCIAL  (   )        TARGETED  (   )
DATE OF LAST REVIEW AND F
and code C8. STATUS OF 1934 FILINGS:  Current and timely
AUDITED:  As of and for the years ended December 31, 2007 U D D  o /30/08, and fo th nd six mont  period NAU ITE : As r the re s
06/30/07
 INDEPENDENT ACCO TANTS’ AUDIT REPO T(S) AN ONSEN
NAME     CITY/STATE

 C , LLP uth San Francisco, CA 02/26/08 10/10/08
Won & C n CA 07/21/08 10/10/08
) S-1
(   )

(   )
 Qtr (   ) 2nd Qtr (   ) 3rd Qtr (    )

SUGGESTED COMMENTS:  None     (   )       Attached    (   ) Recommend clearance of F/S  (X) Additional Information  (   ) Futures Comments   (   ) Amendment Requested  (   ) Samuel H. W o.   ong & So

Parent Only (5-04 Reg S-X) Samuel H. g o., LLP  South Sa  Francisco,  DOCUMENTS EXAMINED: Registration Statement   (XProxy Statement   Periodic Reports – Form 10-K
 Form 10-Q   1st

2 ation
S
lera ed (   )
(   )
(   )
ng company  (X)
ACCOUNTANT: Mark A. Wojciechowski   DATE:  10/15/08
REVIEW ACCOUNTANT: Jill Davis   DATE: 10/20/08
F/S UPDATE DUE: 11/12/08 – 3
rd Qtr 2008 financial inform
 FILER STATU :  Large Acc t   e
  Accelerated        Not Accelerated     Small reporti ENGINEER:  N/A ATTORNEY: Donna Levy

3 ND BACKGROU

FINANCIAL DATA

31
GAAP:   United States

ACTION
Fiscal Year:   DecemberGAAS:   PCAOB (US)

TRANS

HISTORY

       Date                 Date
Document        of Period End   Submitted/Filed
08/09/07
08/17/07
08/20/07
10/26/07
10/29/07
11/14/07
11/21/07
02/20/08
02/20/08
03/18/08
04/15/08
04/16/08
05/15/08
05/15/08
05/16/08
06/06/08
08/07/08
08/07/08
      06/30/08  08/14/08
    08/20/08
#5         09/19/08
Comment letter         09/30/08
 10/10/08
        10/10/08
Review in process

SUMMARY OF SIGNIFICANT OR UNUSUAL ISSUES
Form S-1          Bedbug comment letter        Form 10-Q       06/30/07  Form S-1/A          Supplemental response         Form 10-Q       09/30/07  Comment letter          Supplemental response        Form S-1/A #2         Comment letter          Form 10-K       12/31/07  Form 10-K/A       12/31/07  Supplemental response         Form S-1/A #3         Form 10-Q       03/31/08  Comment letter         Supplemental response        Form S-1/A #4         Form 10-Q Comment letter     Supplemental response         09/19/08 Form S-1/A
Supplemental response
Form S-1/A #6

Material Issues:

No new issues identified.  See items previously addressed in the cumulative CLOSING DOCUMENT section below.

4 LIST
as
pliance with staff com
   Yes  (X)      No  (   )     N/A  (   )
2.
 acceptable. Yes  (X)     No  (   )     N/A  (   )
ation was
gistrant.  Yes  (X)     No  (   )     N/A  (   )
4.    Auditor consent has been updated, as
ared and filed in
tion S-X. Yes  (X)     No  (   )     N/A  (   )
5.  ic
 ents of
 or Fo m 20  (   )     N/A  (   )

6. t filings
 have been
 (   )     N/A  (   )
 7. o summary
iew is
nte d summary information
  Yes  (X)     No   (   )     N/A  (   )
 8. ew emo
  (   )     N/A  (   )
 9. Completed confidential treatment request
checklist; verified submission on EDGAR;  retained a clean copy of the response.   Yes  (X)     No   (   )     N/A  (   )
 10. Registrant provided TANDY representations
requested in our first comment letter.   Yes  (X)     No   (   )     N/A  (   )

   REVIEW CHECK
 1.  The subsequent filing or response w  reviewed for com ment
 letter dated 09/30/08.

 Further staff comments are not necessary; the
  actual or proposed revisions ARE 3.    Request for supplemental inform  satisfactorily responded to by the re

  appropriate; audit report prep
  accordance with Article 2 of Regula
  Registrant complied with the period
 filing and financial updating requirem Article 3 of Regulation S-X, r -F.  Yes  (X)     No
Review has encompassed all relevan
filed subsequent to prior memo; these
ry S mma listed in the Histo u ry above.  Yes  (X)     No
Updated cumulative Closing Mem
in this accounting memo; if revcomplete, e re  in the
Closing Memo database
Uploaded PRIOR second revi m to
EDGAR; updated disposition on J-drive
 Accounting Log   Yes  (X)     No

5 NT –

SIGNIFICANT ISSUES

sulted in an amendment to the document.
ion:
ent)
Indicate whether a significant financial statement item was restated by 10 percent or more.

    Item              Period             Original             RevisedCLOSING DOCUME
Significant Issue:
Resolution:
Indicate whether there was a material change that re(   ) Yes   (   ) No If there was such a change, indicate the nature of the revis(   ) Financial statements (amounts)
ancial disclosure (in the notes to the financial statements)  (   ) Other fin(   ) Other disclosure (elsewhere in the docum
(   ) Yes   (   ) No
If there was such a change, complete the following table:

Affected          Affected  Amount             Amount      $ change % change

Material Issue:
 ents to comply with Rule 3-12 of Regulation S-X.
• Unclear why they do not have reportable operating segments under SFAS 131
   END OF CLOSING DOCUMENT ________________________________________________________________________

MATERIAL ISSUES

•Need to update financial statem

6 ENTS: DISPOSITION OF PRIOR COMM

Form S-1/A No. 5 Filed September 19, 2008
Financial Statements - American Lorain Corporation (Parent Only)
General

  We note you have identified these financial statements as ‘Retroactively Restated’.  10.
ease tell us, and revise your disclosure to explain why you have labeled these financial
tatements as
ely restated as if
 presented in order
 current form (i.e.
hose of the accounting
, they deleted the heading and have more fully disclosed
the matter in Note 1(c) to the parent-only financial statements, consistent with the disclosure in
the notes to the consolidated financial statements. Response and revisions are adequate, no further comment is necessary.  NFR-JSD: OK Plstatements as such.
Complied –
NTR, MW: The registrant explains that they labeled the parent-only financial s
“Retroactively Restated” because such financial statements have been retroactiv
the recapitalization transaction occurred as of the beginning of the first periodto reflect the financial position and operating results of the holding entity in itsbecause of the recapitalization the historical financial statements are now tacquirer).  For the sake of clarification

7 RESPONSE:
NFR-JSD: OK ACCOUNTING COMMENTS ON SUBSEQUENT FILING/

None

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

       DIVISION OF
CORPORATION FINANCE
   Mail Stop 7010

August 20, 2008

Via U.S. Mail and Facsimile
 Mr. Si Chen Chief Executive Officer American Lorain Corporation Beihuan Road  Junan County Shandong, China 276600
 Re: American Lorain Corporation
  Amendment No. 4 to Registra tion Statement on Form S-1
Filed August 7, 2008
  File No. 333-145260
Dear Mr. Chen:

We have reviewed your filing and have the following comments.  Where
indicated, we think you should re vise 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 deta iled as necessary in your explanation.  In
some of our comments, we may ask you to provi de us with information so we may better
understand your disclosure.  After reviewing th is information, 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  requirements 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 any other aspect of our
review.  Feel free to call us at the telephone numbers listed at the end of this letter.
 General

1. We note your response to our prior comment  1 and that you have filed your Form
10-Q for the quarter ended June 30, 2008.  Please update your financial statements
and disclosure throughout the registration stat ement in light of the filing of the Form
10-Q, and monitor the need to update your c onsents.  Please refer to Article 8-08 of
Regulation S-X.

Mr. Si Chen
American Lorain Corporation
August 20, 2008 Page 2  Risk Factors

 “We are subject to credit risk in re spect of account receivables,” page 10

2. We note your response to our prior comme nt 5.  Please expand your disclosure on
page 35 to discuss the impact the increas e in accounts receivable has had on your
operations and your plans for addressing it.

Management’s Discussion and Analysis of Fi nancial Condition and Results of Operations

Results of Operations, page 26
 General

3. We note your response to our prior comme nt 11.  Support the assertion in your
response that you “have no further inform ation on a quantitative demand breakdown
for our products.”   Explain why you are not able to quantify the impact of the
particular items on your line items.
 Liquidity and Capital Resources

 For the fiscal year ended December 31, 2007

General, page 35
4. Please provide a cross reference to the di scussion in the Business section regarding
your plans to increase production, storage capacity and advertising expenses.

Business

Our Customers, page 51
5. Ensure that you have supplied all of the information required by Item 101(c)(vii) of
Regulation S-K.  We note that you have re moved the list of your top ten customers,
one of which accounted for more than 10% of your revenues.
 Management, page 57

6. In Mr. Hao  Chen’s biography, it appears that he was Expense Controller of the
China division of Coca Cola Beverage Li mited and Managing Director of the
Corporate Finance Department of Sha nghai Union Strength Business Consulting
Co., Ltd. at the same time, ending his affiliation with both in September 2006.
Please advise.

Mr. Si Chen
American Lorain Corporation
August 20, 2008 Page 3  Director Compensation, page 58

7. Please provide the payments to Messrs. Hao  Chen and Maoquan  Wei in U.S.
dollars.
 Certain Relationships and Re lated Transactions, page 59

8. We note your response to our prior comment  22 and reissue it in part. Provide a
total in U.S. dollars of the amounts received by Mr. Si Chen for all of his interests in
the Lorain Group Companies.  Provide the U. S. dollar amount paid for the equity in
Shandong Lorain Foodstuff Co., Ltd. that wa s transferred to ILH by International
Lvan co., Ltd.

You state that: “Si Chen (60.33%), Xi aodong Zhou (1.2%), Shixiang Wang (1.2%),
Yuan Tian (1.2%) and International Lvan Co., Ltd.’s (36.07%) equity interests were
transferred to ILH for US$1.25 million, accounting for 100% of the registered capital.”  Specify the entity that was purchased for $1.25 million.

Discuss how the purchase prices for the vari ous equity interests were determined
and who approved the terms of the transactions.  File as exhibits all documentation related to such purchases.
 Financial Statements

 General

9. We note you continue to pr ovide a condensed balance sheet as of December 31,
2007 and 2006 for American Lorain (formerly Millennium Quest) on page F-16.  Please tell us why you believe it is necessa ry to provide this statement, or if
necessary, remove it from your document .

Exhibits and Financial Statement Schedules

10. Please provide an Exhibit 15 acknowledgement  letter from your independent public
accountant regarding the use in this regist ration statement of their report on your
unaudited interim financial information.   Please see Item 601(b)(15) of Regulation
S-K for additional guidance.  Please ensure  such letter includes acknowledgement
for the periods included in your revised Form S-1.

11. We note your response to our prior comme nt 31.  However, the representation you
provide that the reference in the legal opi nion to the General Corporation Law of the
State of Delaware includes the Delawa re constitution, statutory provisions and

Mr. Si Chen
American Lorain Corporation
August 20, 2008 Page 4
judicial decisions is in  a letter signed by the company.  Please provide the
representation in a le tter signed by counsel.

Closing Comments

As appropriate, please amend your regist ration 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 cove r 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 amendmen t and responses to our comments.
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 all in formation required under
the Securities Act of 1933 and that they have  provided all information investors require
for an informed investment decision.  Since the company 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.
Notwithstanding our comments, in the even t the company requests acceleration of
the effective date of the pending registration statement, it should furnish a letter, at the
time of such request, acknowledging that:
   should the Commission or the staff, acting pu rsuant to delegated authority, declare the
filing effective, it does not foreclose th e Commission from taking any action with
respect to the filing;
   the action of the Commission or the staff, acting pursuant to delegated authority, in
declaring the filing effective,  does not relieve the company from its full responsibility
for the adequacy and accuracy of the disclosure in the filing; and
   the company may not assert staff comments and the declaration of effectiveness as a
defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.
  In addition, please be advi sed that the Division of En forcement has access to all
information you provide to the staff of the Di vision of Corporation Finance in connection
with our review of your filing or in response to our comments on your filing.
We will consider a written request for acceleration of the effective date of the
registration statement as conf irmation of the fact that t hose requesting acceleration are
aware of their respective re sponsibilities under the S ecurities Act of 1933 and the
Securities Exchange Act of 1934 as they rela te to the proposed public offering of the

Mr. Si Chen
American Lorain Corporation August 20, 2008 Page 5  securities specified in the above registration statement.  We will act  on the request and,
pursuant to delegated authority, grant acce leration of the effective date.
We direct your attention to Rules 46 0 and 461 regarding requesting acceleration
of a registration statement.  Please allow ad equate time after the filing of any amendment
for further review before submitting a request for acceleration.  Please provide this request at least two business days in a dvance of the requested effective date.

 You may contact Mark Wojciechowski at  (202) 551-3759 or, in his absence, Jill
Davis, Accounting Branch Chief, at (202) 551-3683 if you have questions regarding the
accounting comments.  Please contact Donna Le vy at (202) 551-3292 or, in her absence,
me at (202) 551-3611 with any other questions.
Sincerely,

        Anne Nguyen Parker         B r a n c h  C h i e f
cc: Abbe Dienstag, Esq.
M. Wojciechowski
 J. Davis
 D. Levy

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

       DIVISION OF
CORPORATION FINANCE
   Mail Stop 7010
June 6, 2008

Via U.S. Mail and Facsimile

Mr. Si Chen, Chief Executive Officer American Lorain Corporation Beihuan Road  Junan County Shandong, China 276600

Re: American Lorain Corporation
  Amendment No. 3 to Registra tion Statement on Form S-1
Filed May 15, 2008
  File No. 333-145260

Dear Mr. Chen:

We have reviewed your filing and have the following comments.  Where
indicated, we think you should re vise 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 deta iled as necessary in your explanation.  In
some of our comments, we may ask you to provi de us with information so we may better
understand your disclosure.  After reviewing th is information, 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  requirements 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 any other aspect of our
review.  Feel free to call us at the telephone numbers listed at the end of this letter.

General

1. We note your response to our prior comment  2 and that you have filed your Form
10-Q for the quarter ended March 31, 2008.  Please update your Form S-1 to include
your interim financial information and as otherwise necessary to reflect current
information.  Please ensure that all information in your filing is updated, such as the disclosure in the risk factor “We may be  unable to manage future rapid growth.”

Mr. Si Chen
American Lorain Corporation
June 6, 2008 Page 2
2. We note your response to our prior comment 3 and the risk factor that you added
entitled “We do not have any independent directors and may be unable to appoint
any in the short term,” on page 11.  It appear s that the risk factor repeats information
regarding Mr. Chen’s ability to approve related party transactions.  You should
delete any redundant disclosure.  In add ition, expand your discussion to address Mr.
Chen’s ability to approve his own compensation.
3. We note your response to our prior comment  7, and your long term plans to expand
into the US.  Please discuss these expansion plans elsewh ere in your prospectus as
appropriate.

The Company, page 2

4. We note your response to our prior comment 8 and reissue it in part. It is not clear
from the chart the ownership of Junan Hongr un.  It appears that it is owned by both
International Holding Inc. and Beijing Lorain. Add a footnote to the chart in each
place that it appears in the prospectus th at explains that Junan Hongrun owns 70%
of Beijing Lorain , or revise the chart to displa y Beijing Lorain below Junan
Hongrun to signify which party owns the other.
 Risk Factors, page 5

 “We are subject to credit risk in re spect of account receivables,” page 10

5. Please explain this statement (emphasis a dded) and the one immediately preceding:
“Our third party trade receivables incr eased materially during year 2007 to
$6,322,476  compared to $11,805,231 during 2006 due to increased sales.”  In
addition, expand this risk factor to disc uss the payment delays of your creditors
notwithstanding your shortene d credit terms, as well as the “procrastinated
payments” of some of your large customers and how you have been affected by these, as disclosed on page 32.
 Regulatory Risk

 We may be exposed to potentia l risk relating to our intern al controls over financial
reporting …, page 12
6. You explain that a report from your ma nagement on the effectiveness of your
internal controls over financial reporting is “…include d under Item 9A of this
Annual Report on Form 10-K.”  As this is  not an annual report on Form 10-K, and
no such report is included, please revise as necessary.

Mr. Si Chen
American Lorain Corporation
June 6, 2008 Page 3  Selected Quarterly Financ ial Information, page 22

7. In the introductory paragr aph preceding the tables, you explain that “The following
tables set forth certain unaudited financial information for each of the eight quarters
ended December 31, 2006 and the first, second and third quarters through
September 30, 2007.”  However, we note that within the tables, you present
information for the twelve quarters ended December 31, 2007.  Please modify this statement to correspond to the actual  periods presented in the table.
 Management’s Discussion and Analysis of Fi nancial Condition and Results of Operations

 Overview, page 23

8. We note your response to our prior co mment 9 and reissue it in part.
Supplementally, provide us with copies of documentation from independent third
parties that supports the following claims, marked to show where in the document
the support can be found, or else remove the claims from the prospectus:

• that your MREs are a “favorable choice” of the army;

• that your steamed chestnut in she ll product was called “the revolution
of traditional cooking method of  chestnut” in Japan;

• that some initial research indicates that the extracted sugar from a  chestnut’s inner skin is effec tive in preventing diabetes;  and

• that the chestnut market is a $2.1 billion industry worldwide and a
$800 million industry in China.
9. We note your statement that by amelio rating the traditional cooking method you
produce high value-added processed chestnut  products such as Steamed Chestnut in
Shell, Sweet Heart Chestnut, chestnut in syrup and “so on.”  Explain what you mean
by the phrase “so on,” or else remove it.
10. Explain further your statement that “[m]a ny varieties are not replicable by our
Chinese industrial peels.”
 Results of Operations

 Year ended December 31, 2006 Compared to Year ended December 31, 2005, page 30

11. We note your response to our prior comment  11 and reissue it in part.  When you
attribute a change to more than one factor, quantify each factor’s contribution.  For example, we note that the increase in ne t revenue for the year ended December 31,

Mr. Si Chen
American Lorain Corporation
June 6, 2008 Page 4
2007 was “mainly attributable” to increased market demand for your products domestically.  To the extent practicable, quantify this factor’s  contribution. Discuss
the other factors that led to an increase in your net revenues.
 Liquidity and Capital Resources

 General, page 31

12. We note your response to our prior comment 12 and reissue it in part.  You state that
you expect to complete a debt financing in 2008 and raise $40 million.  However, the uses of the proceeds exceed $40 million. Explain how you will fund the
remaining uses. Provide the timing for the completion of the activities you list. We
also note that on page 45 you indicate th at by the end of 2008 you plan to increase
total storage capacity to 25,450 metric tons.  State the cost of this expansion and
how you will pay for it. Finally, you state that  you have cash and cash equivalents of
$879 million.  Please advise.
13. We note your response to our prior co mment 13. We note that all of your
outstanding debt has matured or will mature by the end of 2008.  Explain whether you intend to refinance this debt and if so, the anticipate d terms of any refinancing.
14. On several occasions throughout your explanation of changes in cash flows from year to year, and within your table, we  note inconsistencies between cash flows
provided by, or (used in) activities. For example, w ithin operating activities you
state that “Net cash used in operating activities was $3.6 million for 2007”.  However, the table presents cash flows provided by operating activities for 2007 of
$3.6 million.  Please review your disclosu res and modify as necessary to be
consistent.

We also note that when you discuss the cha nge in cash flows from year to year, the
amount of the change does not appear to rec oncile to your statements of cash flows.
For example, within operating activities, you explain that from 2006 to 2007 there was a decrease of $4.4 million in cash flows from operating activities.  However, we
note the decrease was actually $11.6 milli on; from cash provided by operating
activities of $8.0 million in 2006, to cash us ed in operating activities of $3.6 million
for 2007.  Please review your disclosu res and modify as necessary.
 Loan Facilities, page 32

15. We note your table presents amounts and maturity dates of loans as of March 31,
2008.  We note your reference to footnot e one which explains that the loans
identified were disbursed under a special  aid development program and are not
considered to be in default.  However, we note several other loan s that have stated

Mr. Si Chen
American Lorain Corporation
June 6, 2008 Page 5
maturity dates prior to March 31, 2008.  Please tell us and disclose if these loans are
considered to be in default.
16. We note your disclosure that “As shown in the above table, we have $21.6 million
in loans maturing on or before the end of March 31, 2008.”  This statement does not appear to be consistent with the stated maturities presented in the table.  Please
revise as necessary to be consistent.
 Corporate Structure and History

 Acquisition of Lorain Holding and Relate d Equity Financing transaction, page 37

17. We note your responses to our prior comments 15 and 16.  Please put your
responses in the prospectus.
 Intellectual Property

 Patents, page 51

18. We note your response to our prior comment 17.  Please put your response in the
prospectus.
 Executive Compensation

Elements of Compensation

Base Salary, page 56
19. We note your responses to our prior comments 18 and 19.  Please put your
responses in the prospectus.
20.  You state that 45% of base salary is based on an indivi dual’s performance.  Please
state in the prospectus the performance goals for each officer and whether each one
achieved such goals.
 Employment Agreements, page 58

21. We note your response to our prior comment  20 and reissue it.  In addition there
appears to be a discrepa ncy between the RMB salary amounts you show on page 56
and the amounts in this section.  Please advise.

Mr. Si Chen
American Lorain Corporation
June 6, 2008 Page 6  Certain Relationships and Re lated Transactions, page 59

22. We note your response to our prior comment 21.  Describe the material terms of the
August 2006 acquisition, including the nature of the interests bought, the price paid and how it was determined, who approved th e terms of the transaction and whether
it was on terms obtainable from a third party.  File as exhibits all documentation related to such  purchase.
23. For each other transaction, state whether it was on terms obtainable from third parties.
24. State whether you have a written conflicts of  interest policy.  If so, describe its
material terms.  If not, provide a risk factor  to investors regardi ng the lack of such a
policy.
   Financial Statements

 General

25. In response to comment four from our letter dated March 18, 2008 you provided a
condensed balance sheet as of Decembe r 31, 2007 and 2006 for American Lorain
(formerly Millennium Quest) to comply with the requirements of Rule 5-04 of
Regulation S-X.  Please note that Schedule I of Rule 5-04 refers to the requirements
provided in Rule 12-04 of Re gulation S-X.  Rule 12-04 of Regulation S-X requires
you to provide condensed financial informa tion as to financial position, cash flows
and results of operations as of the same dates and for the same periods for which
audited consolidated financial statements  are required, and requires disclosures
regarding material contingencies, long-term obligations and guarantees.

Such schedule should be audited, and in cluded within your independent auditors
report on your consolidated financial statements, and is generally presented subsequent to the notes to the financial st atements so as to not be confusing or
misleading to users of the financial statem ents.  Please contact us at the numbers
listed at the end of this le tter if you have questions rega rding the requirements of
Schedule I of Rule 5-04.

Mr. Si Chen
American Lorain Corporation
June 6, 2008 Page 7  Notes to Financial Statements

 Note 2 - Summary of Significant Accounting Policies

 (b) Principles of Consolidation, page F-9

26. Immediately preceding your table of cons olidating subsidiari es, you state “As of
December 31, 2006, the detailed identities of the consolidating subsidiaries are as
follows:”.   Please revise your table to be as of December 31, 2007.
 (q) Retirement Benefits, page F-12

27. You state that your contributions under de fined contribution retirement plans are
“…charged to the pro forma consolidated statement of income as incurred.”  Please explain why you charge these costs to th e pro forma consolidated statement of
income.
 (v) Earnings per Share, page F-13

28. You state that “During the years en ded 2007, 2006, and 2005 no dilutive potential
ordinary shares were issue d.”  Please tell us why there is a difference between the
number of weighted average shares outstand ing used in the calc ulation of basic and
diluted earnings per share for 2007, as pres ented on your Consolidated Statements
of Income, on page F-4.
 Exhibit 15

29. In response to prior comment 29, you pr ovided a revised acknowledgement letter
from your independent public accounting firm  that refers to the proper date of the
auditors report for the th ree and nine months ended September 30, 2007.  However,
financial statements for such period are no longer included in the document;
therefore an acknowledgemen t letter covering such peri od does not appear to be
required with respect to the report fo r the interim periods ended September 30,
2007. .  Please refer to Item 601(b)(15) of  Regulation S-K for additional guidance.
 Exhibit 23.3

30. The consent from your independent public a ccounting firm consents to inclusion in
your registration statement of their reports dated October 21, 2007, March 1, 2007,
and February 26, 2008.  It is not clear w hy your independent public accounting firm
has consented to use of their reports  dated October 21, 2007 and March 1, 2007.
Please provide a consent that specifically  addresses the audit reports that are
included in your most recent registration statement.

Mr. Si Chen
American Lorain Corporation
June 6, 2008 Page 8  Exhibits 5.1 and 5.2

31. The opinions of counsel that you have f iled are limited to Delaware General
Corporation law.  Counsel must also opine on applicable Delaware judicial
opinions.  Obtain and re-file revised opinions  of counsel that are not so limited.
 Closing Comments

 As appropriate, please amend your regist ration 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 cove r 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 amendmen t and responses to our comments.
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 all in formation required under
the Securities Act of 1933 and that they have  provided all information investors require
for an informed investment decision.  Since the company 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.
Notwithstanding our comments, in the even t the company requests acceleration of
the effective date of the pending registration statement, it should furnish a letter, at the time of such request, acknowledging

CORRESP
2
filename2.htm

American Lorain Corporation: Cover Letter - Prepared by TNT Filings Inc.

K R A M E R   L E V I N   N A F T A L I S   &
F R A N K E L   L L P

May 27, 2008

VIA FEDERAL EXPRESS

Ms. Donna Levy

United States Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549-7010

Re:

American Lorain
Corporation

Amendment No. 3 to Registration Statement on Form S-1

Filed May 15, 2008

File No. 333-145260

Dear Ms. Levy:

On behalf of American
Lorain Corporation, a Delaware corporation (the "Company"), we hereby submit
this redline version of Amendment No. 3 to the Company’s Registration Statement
on Form S-1, reflecting revisions made to Amendment No. 2 to the Company's
Registration Statement on Form S-1 filed on February 20, 2008, as requested by the Staff.

If you have any
questions, please do not hesitate to contact me at (212) 715-9341.

Very truly yours,

/s/ Ari Edelman

Ari Edelman

cc:

Peter G. Smith,
Esq.

Bill Huo, Esq.

1177 AVENUE OF THE AMERICAS NEW YORK NY 10036-2714 PHONE
212.715.9100 FAX 212.715.8000 WWW.KRAMERLEVIN.COM

ALSO AT 47 AVENUE HOCHE 75008 PARIS FRANCE

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

       DIVISION OF
CORPORATION FINANCE
   Mail Stop 7010
March 18, 2008

Via U.S. Mail and Facsimile

Mr. Si Chen Chief Executive Officer American Lorain Corporation Beihuan Road  Junan County Shandong, China 276600
Re: American Lorain Corporation
  Amendment No. 2 to Registra tion Statement on Form S-1
Filed February 20, 2008
  File No. 333-145260

Dear Mr. Chen:

We have reviewed your filing and have the following comments.  Where
indicated, we think you should re vise 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 deta iled as necessary in your explanation.  In
some of our comments, we may ask you to provi de us with information so we may better
understand your disclosure.  After reviewing th is information, 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  requirements 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 any other aspect of our
review.  Feel free to call us at the telephone numbers listed at the end of this letter.

General

1. To eliminate the need for us to issue repetitive comments, please make appropriate
corresponding changes to all disclosure to which a comment relates.  If parallel
information appears in more than one place in the document, provide in your
response letter page references to all responsive disclosures.

Mr. Si Chen
American Lorain Corporation
March 18, 2008 Page 2
2. Please monitor your need to provide updated financial information as of December
31, 2007 to comply with the guidance in Rule 3-12 of Regulation S-X, and update your Form S-1 as necessary to reflect current information.  For example, we note that two Schedule 13Gs have been filed id entifying persons that beneficially own
more than 5% of your common stock.  Please update your beneficial ownership table accordingly. As another example, please  update the disclosure in the first and
second risk factors regarding your raw materials to include more current
information.
3. We note your response to our prior comment 3.  Please expand the disclosure in the
risk factor entitled “We do not have any i ndependent directors and may be unable to
appoint any qualified independent  directors” on page 11 to clearly explain  the risk
to investors in having only one director , including from a corporate governance
perspective and in approving related party tr ansactions.    Elsewhere, as appropriate,
state when you plan to appoi nt additional directors.
4. In response to comment four from our letter dated November 21, 2007 you provided
audited non-condensed Statement of Cash  Flows for the nine months ended
September 30, 2007 for Millennium Quest, Inc.  It is unclear how this Statement of
Cash Flows meets the requirements within Rule 5-04 of Regulat ion S-X to provide
Schedule I - Condensed financial informati on of registrant.  Please clarify for us,
and if necessary, revise to provide Schedule I as prescribed by Rule 5-04 of Regulation S-X.
5. In response to comments 41, 42, 43, 44, and 55 from our letter dated November 21,
2007, you explain that you revised the respec tive financial statem ent items, or filed
amended documents to correct discrepancies in the financial statements.  Please tell
us how your revisions and amended docume nts comply with the guidance in SFAS
154.

Cover Page of Registration Statement

6. Please revise the cover page of your regi stration statement to comply with the
amendments that became e ffective February 4, 2008.

Mr. Si Chen
American Lorain Corporation
March 18, 2008 Page 3  Cover Page of Prospectus

7. We note that the majority of your revenue is  derived from sales to China, Japan and
Korea, that your operations and executive o ffices are located in China, and that you
intend to focus future growth in China.   Please tell us why you chose the name
“American” Lorain.  In addition, please a dd a statement to the end of the first
paragraph that explicitly st ates that you have no operations in the U.S. and derive
most of your revenue from sales in China, Japan and Korea.

The Company, page 2
8. We note your response to our prior comment  6.  It appears that the ownership
percentage you show for Halter Financial is incorrect and should be 5.2%.  Please
advise.  Also, please explai n the ownership of Junan Hongrun, as it exceeds 100%.
Please also correct the char t that appears on page 36.

Management’s Discussion and Analysis of Fi nancial Condition and Results of Operations
 Overview, page 22

9. Supplementally, provide us with independent  support for your assertions in this
section. As examples only, we note that you make the following assertions:

• Your MREs are a “favorab le choice of the army;”

• You are the largest chestnut producer in the world;

• Your steamed chestnut in shell product was called “the revolution of traditional cooking method of chestnut” in Japan;

• The extracted sugar from a chestnut’s inner skin is “great for preventing diabetes;” and

• The chestnut market is a $2.1 billion industry worldwide and a $800 million industry in China.

Tight monetary policy to be implemented by the Chinese government in 2008 may
impeded our ability to obtain credit for working capital in a timely manner, page 26
10. You indicate that you have shortened your payment period from 55 to 30 days.
However, on page 32 you indicate that your credit terms are of between 90 to 180 days to most international distributors and between 30 to 120 days for many of your
domestic distributors.  Please reconcile these statements.

Mr. Si Chen
American Lorain Corporation
March 18, 2008 Page 4  Results of Operations

 General, page 26

11. We note your response to our prior comment  18 and reissue it in part.  When you
attribute a change to more than one factor, quantify each factor’s contribution.  For example, we note that the increase in gross profit in the nine months ended
September 30, 2007 was mainly attributable to stably expended cost of revenues and the continuing increase of revenues, in par ticular the sales of chestnuts due to higher
profit margin.  As another example, we note that the increase in net revenue for the year ended December 31, 2006 was mainly a ttributable to increased market demand
for your products domestically. To the exte nt practicable, quan tify these factors’
contributions.

Liquidity and Capital Resources

General, page 32
12. Ensure that your liquidity section adequa tely identifies your planned expenditures
and fully discusses how you intend to pay fo r them, or cross references to where you
do discuss this. We note that you have indicated that you plan to:

• spend $2.78 million to expand your sales and marketing channels;
• open 1,000 food kiosk;
• open 100 retail stores;
• commence a branding and advertising strategy;
• spend $1.39 million on marketing;
• construct new production facili ties costing approximately $19.5
million; and
• expand agricultural operations.
13. Please update your discussion of your outstanding debt to the most recent practicable date, as opposed to the most recent quarter end, and provide the effective interest rates on your current outstanding debt .  Discuss the basis for your belief that
you will be able to double the size of your borrowings in 2008 to fund your expansion plans, and the anticipated terms of such financing, including for example,
the anticipated interest rates and maturity dates.

Mr. Si Chen
American Lorain Corporation
March 18, 2008 Page 5  Corporate Structure and History

 Acquisition of Lorain Holding and Our Rela ted Equity Financing Transaction, page 38

14. Please cross reference to your more expa nded discussion of the ownership of your
preferred stock and subsequent conversion by HFI that is set forth on page 63.
15. State whether your transactions with HFI and Lorain Holding were in any way
contingent on each other, or whether th e transaction with Lorain Holding was
contemplated at the time of the HFI transaction.
16. State whether there were any preexisting relationships among you, HFI or Lorain Holding prior to the recapitalization.

Intellectual Property

Patents, page 52
17. Please state the basis for your belief th at your sweetheart chestnuts have the
potential to generate approximately $1  million in additional profit each year.

Executive Compensation
 Elements of Compensation

Base Salary, page 57
18. We note your response to our prior comment 30 and reissue it.  Describe the market
data you use to help set base salary, identify the similar companies you look at,
identify the actual performa nce factors and goals set for each named officer, and
state whether the officer met each goal.

Incentive Bonus, page 58
19. We note your response to our prior comment 32 and reissue it in part.  Identify the
actual goals set under each pe rformance factor for each named executive officer and
say whether the officer met such goals .  Identify the domestic and national
companies you look at to help set bonuses.

Employment Agreements, page 60
20. State the salary for each officer in U.S. dollars.

Mr. Si Chen
American Lorain Corporation
March 18, 2008 Page 6  Certain Relationships and Re lated Transactions, page 61

21. Provide the information required by Item  404(c) of Regulation S-K as to any
transactions with any promoters.  For ex ample, we note your disclosure on page 14
in regard to your acquisition of certain interests from the Lorain Group which was
controlled by Mr. Chen.
 Consolidated Financial Statements as of and for the Quarterly Period Ended September
30, 2007, page F-1
 Note 1. Organization, Basis of Presentati on, and Practical Activ ities, page F-6

 (c) Reverse-Merger, page F-6

22. Your response to prior comment 45 explai ns that you revised the language in the
disclosure to reflect that ALC is the legal acquirer, and ILH is the accounting
acquirer.  However, we continue to note th e disclosure in the last paragraph, which
states “…the accompanying consolidated financial statements are those of the accounting acquirer, ALC.”  Please revise  your disclosure to resolve this
inconsistency.
23. Within your response to prior comments 48 and 57, you state that you have only one
type of business activity, namely the manuf acture and sale of chestnuts, fruits, and
other food products which can be classified into three produc t lines: convenience
foods, ready to cook meals, and ready to eat meals.  We note from your business discussion on pages 37 through 55 that you continually identify yourself, and provide distinct discussion of three areas of operations: convenience foods, chestnut
products, and frozen, canned and bulk foods.  We also note you provide distinct
financial information for these operating ar eas within Management’s Discussion and
Analysis on page 20.  As such discussi ons are provided “through the eyes of
management”, please tell us why you believe these areas are not operating segments that require separate repo rting under the guidance in SFAS 131. Specifically address
paragraph 10 of SFAS 131 in your response.
 (y) Recent Accounting Pronouncements, page F-12

24. In your response to prior comment 49 you e xplain that you revised the discussion to
disclose the impact of adopting FIN 48 and SAB 108, which did not have any
material impact on the consolidated financia l statements.  However, we could locate
no such revised disclosures in the amende d Form S-1.  As such, we re-issue prior
comment 49.

Mr. Si Chen
American Lorain Corporation
March 18, 2008 Page 7  Consolidated Financial Statements as of and for the Years Ended December 31, 2006,
2005, and 2004, page F-18
 Consolidated Balance Sheets, page F-19

25. Please explain why you have included minority interests in your calculation of total
liabilities.

Note 5 – Other receivables, page F-32
26. Your response to prior comment 52 explai ns that there is no amount due from a
director.  As such, please remove the disc losure which states “Amount due from a
director is unsecured, interest fr ee and has no fixed repayment date.”
 Note 9 – Short-term Debts, page F-34

27. Prior comment 54 from our letter da ted November 21, 2007 requested you to
indicate which currency your short term de bts, notes payable, and long term debts
are denominated in.  It appears you revised the disclosure within Note 9 to explain
that your short term debts are denominat ed in RMB; however, no disclosure was
provided as to what currency the notes pa yable or long term debts are denominated
in.  As such, we re-issue prior comment 54.
 Exhibits 5.1 and 5.2

28. We note your response to our prior comment 61 and reissue it. Please file the
opinions of counsel at your earliest convenience.

Exhibit 15
29. The acknowledgement letter from your independent public accounting firm refers to their report for the periods ended June 30, 2007 and December 31, 2006, dated August 12, 2007.  However, the report from your independent public accountant included in the registration statement on page  F-1 is for the period as of September
30, 2007, and for the three and nine-month periods ended September 30, 2007 and 2006, and is dated October 21, 2007.  Pl ease obtain and file a revised
acknowledgement letter from your independent public accounting firm that refers to
the proper periods and report date.

Exhibit 23.3

30. The consent from your independent public accounting firm consents to the use of
their report dated August 12, 2007.  As pr eviously noted, the report from your
independent public accountant included in the registration statement on page F-1 is

Mr. Si Chen
American Lorain Corporation
March 18, 2008 Page 8
for the period as of September 30, 2007, and for the three and nine-month periods
ended September 30, 2007 and 2006, and is dated October 21, 2007.  Please obtain
and file a revised consent from your inde pendent public accounting firm that refers
to the proper periods and report date.
 Undertakings

31. Please provide the undertakings required by Item 512(a)(5) and  512(h) of
Regulation S-K.
 Closing Comments

 As appropriate, please amend your regist ration 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 cove r 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 amendmen t and responses to our comments.
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 all in formation required under
the Securities Act of 1933 and that they have  provided all information investors require
for an informed investment decision.  Since the company 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.
Notwithstanding our comments, in the even t the company requests acceleration of
the effective date of the pending registration statement, it should furnish a letter, at the time of such request, acknowledging that:     should the Commission or the staff, acting pu rsuant to delegated authority, declare the
filing effective, it does not foreclose th e Commission from taking any action with
respect to the filing;
   the action of the Commission or the staff, acting pursuant to delegated authority, in
declaring the filing effective,  does not relieve the company from its full responsibility
for the adequacy and accuracy of the disclosure in the fili

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

       DIVISION OF
CORPORATION FINANCE
Mail Stop 7010

November 21, 2007

Via U.S. Mail and Facsimile
 Mr. Si Chen, Chief Executive Officer American Lorain Corporation Beihuan Road  Junan County Shandong, China 276600
Re: American Lorain Corporation
  Amendment No. 1 to Registra tion Statement on Form S-1
Filed October 26, 2007
  File No. 333-145260

Dear Mr. Chen:

We have reviewed your filing and have the following comments.  Where
indicated, we think you should re vise 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 deta iled as necessary in your explanation.  In
some of our comments, we may ask you to provi de us with information so we may better
understand your disclosure.  After reviewing th is information, 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  requirements 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 any other aspect of our
review.  Feel free to call us at the telephone numbers listed at the end of this letter.

Mr. Si Chen
American Lorain Corporation
November 21, 2007 Page 2

Amendment No. 1 to Form S-1 filed October 26, 2007
 General

1. To eliminate the need for us to issue repetitive comments, please make
appropriate corresponding changes to all di sclosure to which a comment relates.
If parallel information appears in more than one place in the document, provide in
your response letter page references to all responsive disclosures.

2. Provide for our review and comment any other graphics or other artwork you
propose to include in the prospectus.

3. Please ensure that all information provided in this filing is current and consistent
throughout.  For example, on pages 53 and 54, you refer to Mr. Halter as “our director” and on page 54, you refer to Messrs. Cocorinis and Cononelos as
comprising your board of directors, while you disclose on page 49 that your board
of director currently cons ists of only Mr. Si Chen.

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

5. Please continue to monitor the need to  update the date of your registered
independent accountant’s consent.
 The Company, page 2

6. Please revise the chart to identify those individuals or entitie s holding a majority
interest in your company.

The Offering, page 4

7. With respect to the 24,923,185 shares disclo sed as outstanding after the offering,
if true, please provide footnote disclosure  that this number does not include the
1,887,395 shares issuable upon the exercise of certain warrants held by the selling
stockholders.

Risk Factors, page 6

8. Please eliminate language that mitigates or  qualifies the risk you describe.  For
example, revise statements beginning with “although,” and remove clauses such
as “cannot assure,” ‘cannot guarantee,” “can provide no assurance,” “cannot be
certain,” and “there can be no assurance.”

Mr. Si Chen
American Lorain Corporation
November 21, 2007 Page 3

 Failure to comply with PRC regulations relating to the establishment…, page 14

9. Please expand to reference the fact that Mr. Chen was not able to complete the necessary registration procedures requir ed by Circular 75, as noted on page 12.
 Certain of our stockholders hold a significant percentage  of our outstanding voting
securities, page 15

10. Please revise the caption to discuss the risk associated with the facts described in the caption.
 Selected Consolidated Financial Data, page 18

11. Please revise to provide updated financia l information as of and for the nine
months ended September 30, 2007 and 2006.
 Management’s Discussion and Analysis of Fi nancial Condition and Results of Operation

page 22

12. Please revise to discuss the impact on your  financial condition and operations of
the following:

• You only have regulatory approval to produce the products that are currently
being produced at your facilities, and if you desire to produce other products, you
would need to obtain additional regulatory approvals if you desire to produce other products;
• There are times that your productions lines ar e operating at less than full capacity;
and
• You do not have enough capacity to satis fy existing demand for your convenience
food products.

13. Please discuss, if material, the impact on your financial condition of the fire at the
Beijing Lorain manufacturing facility.  We note that you did not have insurance
covering the losses you incurred.

14. Please revise as necessary to update your ta bles and discussions as of and for the
nine months ended September 30, 2007.
 15. We note that your wholly-owned subsidia ry lent one of its directors $4,508,427.
Please disclose whether the receivable wa s paid or, if it has not been paid,
disclose the effect on your financial condi tion of the receivable remaining unpaid.
We note that the amount due is unsecured, interest free, and has no fixed repayment date, as noted in your fi nancial statements on page F-33.

Mr. Si Chen
American Lorain Corporation
November 21, 2007 Page 4

Overview, page 22

16. Please expand your MD&A and the "Overvie w" section to describe the most
important matters on which you are focu sing in evaluating your financial
condition and operating performance.  To enhance an investor’s understanding of
your business, you should provide insight  regarding material opportunities,
challenges and risks on which you are focused in both the short and long term, as well as the steps you are taking to addr ess them.  See Section III.A of SEC
Release 33-8350 (Nov. 29, 2003).

17. Please disclose the percentage of revenues derived from each product and geographic segment during the 2007 fiscal year.
 Results of Operations, page 23

18. Please revise to provide meaningful disclo sure.  This section should not be a mere
recitation of line item amounts presented in your financial statements.  You should discuss the underlying reasons for any material changes in your results
from period to period and year to year.  Wh en you attribute a change to more than
one factor, quantify each factor’s contribu tion.  For example, we note that the net
revenues for the six months ended June 30, 2007 increased compared to the period ended June 30, 2006 and you attributed  the change to the expansion of
your customer base and the strengthened marketing activities.  To the extent
practicable, quantify these f actors’ contributions.
 Liquidity and Capital Resources, page 28

19. We note your discussion under the risk factor  entitled “Our operations are cash
intensive, and our business could be adve rsely affected if we fail to maintain
sufficient levels of working capital.”  Please discuss whether you have been able
to respond to your cash requirements duri ng the periods discussed and whether
you expect to continue meeting your cas h requirements during the next twelve
months.  Please clarify what you mean in the statement on page 30 that “We believe that our currently  available working capital… and the credit facilities
referred to above, should be adequate to sustain our operations at our current levels through at least the next twelve months.”  It  appears that you have only
disclosed $17.48 million in loans that ar e maturing and due within the next
several months.  Please explain to what cr edit facilities you are referring.  Clarify
in this liquidity section that you will  need to borrow an additional $2.25 million
for working capital for the remainder of 2007 and disclose how much you may
need to borrow for the next 12 months.
 20. Please provide updated disclosure with respect to the use of the $18 million net proceeds from the May 3, 2007 private placement.  Given that your cash and cash

Mr. Si Chen
American Lorain Corporation
November 21, 2007 Page 5

equivalents as of June 30, 2007 was $2.5 m illion, it appears that you have already
expended some of these proceeds.

Operating Activities, page 28

21. Please further elaborate on the reasons for changes in the net cash provided by
and used in operating activities.  We note that you attri bute the changes to
decreases in accounts and payables.  Pl ease discuss the underlying reasons for
such decreases.

Corporate Structure and History, page 33

Our Corporate Structure, page 33

22. Please briefly discuss the tran saction that resulted in the sale of 90% of your
common stock to Halter Financial Investment s, L.P., as disclosed in the footnotes
to your summary compensation table on pa ge 51.  Furthermore, you state on page
53 that you completed the sale of an aggregate of 100,000 restricted shares of its
Series A Voting Convertible Preferred Stock  to Halter Financial Investments, L.P.,
which Preferred Stock is entitled to 428.56 votes per shar e and represents
approximately 90% of the voting control of the Company as of the date of the
acquisition.  Please reconcile this informa tion with the footno tes to the summary
compensation table on page 51.

Proposed Production Lines, page 39

23. Briefly discuss how you intend to finance the construction of the new production
facility additions.

Chestnut Harvesting Operations, page 40

24. Briefly discuss how you intend to finan ce the expansion of your agricultural
operations.

Raw Materials, page 41

25. Please explain the basis for stating that you believe that your raw materials are in
adequate supply and generally avai lable from numerous sources.

Our Sales and Marketing Efforts, page 43

26. We note that you plan to commence a branding and advertising strategy in the second half of 2007.  Please discuss how you intend to fi nance this initiative and
estimate its cost.

Mr. Si Chen
American Lorain Corporation
November 21, 2007 Page 6

Chestnut Products, page 44

27. Please reconcile the statement that you utilize patented technology in your
operations with the statement on page 46 that you do not have any patented
technology.
 Our Intellectual Property, page 46

28. Please discuss the importance of the disc ussed technologies to your operations.
 Management, page 49

29. Please revise Mr. Si Chen’s biographical sketch to disclose when he founded the
company.
 Executive Compensation, page 50

30. Please further elaborate your disc ussion regarding the compensation
determinations for 2006.  Specify how the amounts of compensation, total and by element, were determined.  We note that  you generally reference the review of
relevant market data and the executive officers’ performance.  Please disclose the weight assigned to each factor.  Discuss in some detail the elements of market
data and of executive performance consider ed in establishing the compensation at
the disclosed levels.

31. Please clarify the involvement of the chie f executive officer in the determination
of his own compensation and the compen sation of the other named executive
officers.

Incentive Bonus, page 50

32. Your disclosure appears to indicate th at the award of bonuses is tied to the
achievement of certain targets.  Pleas e disclose the targ ets for 2006.  If you
believe, you are not required  to disclose the targets,  please provide us with
analysis supporting your position.

Summary Compensation Table, page 51
33. Pursuant to Instruction 1 to Item 402(c )(v) and (vi) of Regulation S-K, please
include a footnote disclosing all assumptions made by reference to a discussion of
such assumptions in your financial st atements, footnotes to the financial
statements or discussion in the Mana gement’s Discussion and Analysis.
Specifically  reference the location of the discussion of assumptions within the
Form 10-KSB.

Mr. Si Chen
American Lorain Corporation
November 21, 2007 Page 7

Employment Agreements, page 52

34. Please disclose the amounts of cash comp ensation that will be paid to the
executives pursuant to th e employment agreements.

Certain Relationships and Re lated Transactions, page 53

35. It appears that the facts presented in each  paragraph of this section are relevant
only as of the date of the described tran saction, and not as of the date of this
prospectus.  For example, in the seco nd paragraph, you state that Mr. Halter is
“our director”.  In the third paragraph, your disclosure regarding the conditions
pursuant to which the Series A Preferred is convertible would indicate that these
conditions have not yet been met, wh ereas your disclosu re in the second
paragraph seems to indicate that these securities have  been converted.  Please
revise this section so that it speaks as  of a recent date, and that all of your
disclosure makes sense in context.

Selling Stockholders, page 54

36. Please describe the transactions in wh ich the named selling stockholders acquired
the securities being registered for resale.

American Lorain Corporation – Unaudited Financial Statements

37. Please revise to provide updated financia l statements as of and for the nine
months ended September 30, 2007 to comply  with the guidance in Rule 3-12 of
Regulation S-X.  If the remaining comments are also applicab le to your updated
financial statements, plea se revise as necessary.

Report of Independent Registered Public Accounting Firm, page F-1

38. We note that you have provided a review  report from your independent public
accounting firm that explains that they reviewed the accompanying balance sheets
as of June 30, 2007 and December 31, 2006, and the related consolidated statements of income for the six months and year then ended.  It is not clear if the
report is referring to a review of the st atements of income for the six months
ended June 30, 2007 and the year ended December 31, 2006, or the year ended
June 30, 2007.  Either way, it appears the review report should cover the accompanying consolidated statements of income for the three and six month periods ended June 30, 2007, and if applicable, the comparative prior period.  Please obtain and file a revised report that complies with the guidance in AU Section 722, or advise as necessary.

39. We note that your auditors  are located in San Francisco, CA and that your
operations are in China.  Based on this information, it appears that reliance on

Mr. Si Chen
American Lorain Corporation
November 21, 2007 Page 8

other auditors located in Ch ina may have been necessary.  We further note that
you have not furnished the report of such other auditors as required by Rule 2-05
of Regulation S-X. You should revise the filing to include the report of the other
auditors that were relied on by the San Francisco, CA firm.   If that firm has
concluded that they are the principal a uditor and that aud it reports of other
auditors are not also required to be f iled, please provide us with the following:

ƒ A detailed explanation of the steps taken by your auditors to express an
opinion on your financial statements wit hout making reference in their report
to the audits of any other accounti ng firms.  Refer to AU Section 543.

ƒ The name of the firm that performed audit procedures for the operations in China.  Indicate if this firm is current ly registered with the Public Company
Accounting Oversight Board (PCAOB).  Confirm, if true, that their audit
procedures were performed in accordan ce with the standards of the Public
Company Accounting Oversight Board (U nited States) for audits performed
after that date. Describe in detail the nature of the procedures they performed
for which your San Francisco, CA auditors took responsib

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

       DIVISION OF
CORPORATION FINANCE
Mail Stop 7010
August 17, 2007

Mr. Louis A. Bevilacqua, Esq.
Thelen Reid Brown Raysman & Steiner LLP
701 8th Street, N.W.
Washington, D.C. 20001

Re: American Lorain Corporation
  Registration Statement on Form S-1
Filed August 9, 2007
  File No. 333-145260

Dear Mr. Bevilacqua:

We have limited our review of your filing to those issues we have addressed in
our comments.  Where indicated, we think you should revise your document in response
to these comments.  If you disagree, we w ill consider your explanation as to why our
comment is inapplicable or a revision is unneces sary.  Please be as detailed as necessary
in your explanation.  In some of our comme nts, 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.
Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure  requirements 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 any other aspect of our
review.  Feel free to call us at the telephone numbers listed at the end of this letter.

Form S-1 filed August 9, 2007

1. We note you characterize the nature of  the transaction be tween yourself and
International Lorain Holding, Inc. in  May 2007 as a reverse acquisition.  It
appears that at the transac tion date Millennium Quest, Inc. was a public shell, and
did not have operations that constituted as  business.  If true, please revise your
disclosure to identify the transaction as a recapitaliza tion, rather than a reverse
acquisition.  Refer to para graphs 9 and 17 of SFAS 141

Mr. Louis A. Bevilacqua, Esq.
Thelen Reid Brown Raysman & Steiner LLP
August 17, 2007 Page 2

2. As a result of the recapitalization trans action with International Lorain Holding,
Inc. in May 2007, for accounting purposes , the acquiree (International Lorain
Holding, Inc.) is the continuing reporting legal entity.  Therefore, in accordance
with Item 11(e) of the instructions to Form S-1, please revise your document to
provide the following information:

a. audited financial statements of the registrant, American Lorain
Corporation, that meet the requireme nts of Article 3 and 10 of Regulation
S-X, and

b. financial statements of the registrant’s  predecessor for all periods prior to
the registrant’s existence, with no la pse in audited periods or omission of
other information require d about the registrant.

Please note that when a registrant succeed s to substantially all of the business of
another entity, and the operations of the registrant prior to the transaction are
insignificant relative to the operations a ssumed or acquired, the entity acquired
would typically be characterized as a predecessor entity.  In this case, the registrant appears to have succeeded to the operations of the Lorain Group Companies, resulting in the Lorain Gr oup Companies being the predecessor.
Please contact us at the numbers listed at the end of this letter for further clarification.

3. Also, it appears from disclosure in the Form S-1, and the Form 8-K filed May 9,
2007, the Lorain Group Companies may be entities under common control.  If true, the financial statements for th e Lorain Group Companies should be
presented on a combined basis, audited for any necessary adjustments.  Refer to paragraphs D11 to D13 of SFAS 141.

4. We note you have reported interim financia l information that combines the Lorain
Group Companies, and have referred to such information as pro forma.  Please remove this information as it does not appear to comply with Article 11 of
Regulation S-X.

5. Please monitor the need to update your fi nancial statements.  Refer to Rule 3-12
of Regulation S-X.

Closing Comments
As appropriate, please amend your regist ration 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 cove r 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 amendmen t and responses to our comments.

Mr. Louis A. Bevilacqua, Esq.
Thelen Reid Brown Raysman & Steiner LLP
August 17, 2007 Page 3

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 all in formation required under
the Securities Act of 1933 and that they have  provided all information investors require
for an informed investment decision.  Since the company 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.

Notwithstanding our comments, in the even t the company requests acceleration of
the effective date of the pending registration statement, it should furnish a letter, at the time of such request, acknowledging that:

‚ should the Commission or the staff, acting purs uant to delegated authority, declare the
filing effective, it does not foreclose th e Commission from taking any action with
respect to the filing;

‚ the action of the Commission or the staff, acting pursuant to delegated authority, in
declaring the filing effective,  does not relieve the company from its full responsibility
for the adequacy and accuracy of the disclosure in the filing; and

‚ the company may not assert staff comments a nd the declaration of effectiveness as a
defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

 In addition, please be advi sed that the Division of En forcement has access to all
information you provide to the staff of the Di vision of Corporation Finance in connection
with our review of your filing or in response to our comments on your filing.

We will consider a written request for acceleration of the effective date of the
registration statement as conf irmation of the fact that t hose requesting acceleration are
aware of their respective re sponsibilities under the S ecurities Act of 1933 and the
Securities Exchange Act of 1934 as they rela te to the proposed public offering of the
securities specified in the above registration statement.  We will act  on the request and,
pursuant to delegated authority, grant acce leration of the effective date.
We direct your attention to Rules 46 0 and 461 regarding requesting acceleration
of a registration statement.  Please allow ad equate time after the filing of any amendment
for further review before submitting a request for acceleration.  Please provide this request at least two business days in a dvance of the requested effective date.

Mr. Louis A. Bevilacqua, Esq.
Thelen Reid Brown Raysman & Steiner LLP
August 17, 2007 Page 4

 You may contact Mark Wojciechowski at (202) 551-3759 or Jill Davis at (202)
551-3683 if you have questions regarding th e accounting comments.  Please contact
Carmen Moncada-Terry at (202) 551-3687 or  me at (202) 551-3611 with any other
questions.

Sincerely,

        Anne Nguyen Parker
        B r a n c h  C h i e f

cc: M. Wojciechowski
 J. Davis
 A. N. Parker
C. Moncada-Terry

May 14, 2007
Mail Stop 3561

Via U.S. Mail and Facsimile

Mr. Timothy Halter
President
Millenium Quest, Inc.
12890 Hilltop Road
Argyle, Texas 76226

RE: Millenium Quest, Inc. (“The Company”)
File # 0-51908
 Form 8-K filed on May 9, 2007

Dear Mr. Halter:

We have reviewed your filing and have the fo llowing 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 supplemental information so we may better understand your disclosure.  After reviewing this information, we may or may not raise additional comments.

Please understand that the purpose of our review process is to assist you in your compliance with the applicable disclosure requirements 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 aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.

1. Your disclosure indicates that the effective date of dismissal for the former auditors, Michael J. Larsen PLC will coincide with the filing of Form 10-QSB for the first fiscal quarter of 2007 which is not yet known.  Please file an amended 8-K when the date of dismissal becomes known that complies with the disclosures of Item 3.04 of Regulation S-B.

Exhibit 16

2. Please file a letter from your former accountant, indicating whether or not they agree with your disclosures.

Mr. Timothy Halter
Millenium Quest, Inc. May 14, 2007 Page 2

Other

3. Supplementally confirm with us, if true, that your new auditors, Samuel H. Wong & Co, LLP are registered with the PCAOB.

4. 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.  Since the company 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 connection with responding to our comments, please provide, in writing, a statement from the company acknowledging that

‚ the company is responsible for the adequacy and accuracy of the disclosure in the filings;
‚ staff comments or changes to disclosure in response to staff comments in the filings reviewed by the staff 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.

In addition, please be advised that the Division of Enforcement has access to all information you provide to the staff of the Di vision of Corporation Finance in our review
of your filing or in response to our comments on your filing.

Please file your supplemental response via Edgar in response to these comments within five business days of the date of this letter.  Please note that if you require longer than five business days to respond, you should contact the staff immediately to request additional time.  You may contact Effie Simpson at (202) 551-3346 or Bob Benton, at (202) 551-3804 if you have any
questions.

        S i n c e r e l y ,

        E f f i e  S i m p s o n
        Staff Accountant