ATLANTIC TELE-NETWORK

10 Derby Square

Salem, MA 01970

January 21, 2009

BY EDGAR SUBMISSION

Securities and Exchange Commission

100 F Street, N.E.

Mail Stop 3720

Washington, D.C. 20549

Attention:  Larry Spirgel, Esq.

Ladies and Gentlemen:

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

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

Front Cover Page

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

RESPONSE

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

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

Elements of Compensation. page 23

Annual Cash Bonus, page 24

RESPONSE

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

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

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

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

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

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

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

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

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

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

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

RESPONSE

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

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

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

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

RESPONSE

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

Summary Executive Compensation Table, page 29

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RESPONSE

As described above in response to Comment No. 1, we respectfully believe that the degree of discretion and subjectivity in the determination of annual cash bonuses warrants describing these payments under the “bonus” column, rather than a “Non-Equity Incentive Plan” column.  We note that Question 119.02 of the Staff’s Compliance and Disclosure Interpretations seems to contemplate this possibility where it states that notwithstanding the ability to exercise negative discretion in determining the amount of bonuses, a non-equity plan would “generally” still be reportable in column (g).  As described above, we believe that the level of discretion and subjectivity in our annual cash bonus process exceeds the ability to have mere negative discretion, but rather is premised on discretion (negative or positive).

RESPONSE

In future filings, the Company will provide disclosure regarding such assumptions comparable to that set forth in footnote 8 to the Company’s audited financial statements included in the Company’s Annual Report on Form 10-K filed with the SEC on March 17, 2008

RESPONSE

In the “Stock Awards” column of the Summary Compensation Table, the Company included its purchase of Mr. Kreisher’s restricted stock that vested immediately on September 17, 2007 in exchange for the payment of his tax obligations

Mr. Kreisher is listed as having received approximately $329,800 worth of stock awards in the fiscal year ended December 31, 2007.  This value is determined by multiplying the total number of shares of restricted stock awarded, including the shares that vested immediately and were repurchased by the Company, by the value of each share based on the closing price of the Company’s common stock on the date of issuance.  The closing price of the Company’s common stock as listed on the Nasdaq Global Select market on September 17, 2007 was $32.98.  Therefore, the total dollar value for the 10,000 shares of restricted stock, which include the shares repurchased by the Company, is listed as $329,800 in the “Stock Awards” column of the Summary Compensation Table.

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Director Compensation, page 32

RESPONSE

The Company confirms that footnote 1 was intended to supplement the column titled “Stock Awards.”  The Company values the stock awards listed in this column based upon the closing price of the Company’s common stock on the date of issuance of these awards, as described in footnote 8 to the Company’s audited financial statements included in the Company’s Annual Report on Form 10-K filed with the SEC on March 17, 2008.

The Company confirms that in future filings, all assumptions made in calculating the amounts listed in the “Stock Awards” column will be listed in a footnote to such column.

RESPONSE

The dividend equivalents were not reflected in the director compensation table.  In future filings, the Company will include any dividend equivalents earned on stock units in the “All Other Compensation” column of the Director Compensation Table.  For the fiscal year ended December 31, 2007, dividend equivalents were earned on stock units owned by Ernst Burri in the amount of $3,009.46 and Henry Wheatley in the amount of $2,006.36.  No other director currently owns any stock units.  Any dividends earned by directors were earned upon stock units payable in lieu of cash for fees earned by directors, and not for separate stock or option awards.

*   *   *

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

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

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

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

If you require additional information, please telephone the undersigned at (978) 619-1300 ext. 401.