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UNITED STATES 
SECURITIES AND EXCHANGE COMMISSION

FORM 10-K/A

[X]  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended: December 31, 2008

[  ]  TRANSITION REPORT PURSUANT TO SECTION 13 or
15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from __________ to ____________

Commission File Number:
000-50883

AMERICAN LORAIN CORPORATION

|Delaware                                                           | 87-0430320                                 
|------------------------------------------------------------------ | -------------------------------------------
|(State
    or other jurisdiction of incorporation or organization) | (I.R.S.
    Employer Identification Number)

Beihuan Zhong Road 
Junan County 
Shandong, Peoples Republic of China, 276600 
(Address of principal executive office and zip code)

(86) 539-7318818 
(Registrants telephone number, including area code)

(Former name, former address and former fiscal year, if
changed since last report)

Securities registered pursuant to Section 12(b) of the Act:
None

Securities registered pursuant to Section 12(g) of the Act:
Common Stock, par value $0.001 per share

Indicate by check mark if the registrant is a well-known seasoned issuer, as
defined in Rule 405 of the Securities Act.

Yes [  ]   No [X]

Indicate by check mark if the registrant is not required to file reports
pursuant to Section 13 or Section 15(d) of the Act.

Yes [  ]   No [X]

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Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.

Yes [X]  No [  ]

Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrants knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [X]

Indicate by check mark whether the registrant is a large accelerated filer,
an accelerated filer, a non-accelerated filer, or a smaller reporting company.
See the definitions of "large accelerated filer," "accelerated filer" and
"smaller reporting company" in Rule 12b-2 of the Exchange Act. (Check one):

|Large accelerated filer [  ] | Accelerated filer [  ] | Non-accelerated filer [  ] | Smaller reporting company [X]
|---------------------------- | ---------------------- | -------------------------- | -----------------------------

Indicate by check mark whether the registrant is a shell company (as defined
in Rule 12b-2 of the Act).

Yes [  ]   No [X]

The number of shares and aggregate market value of common
stock held by non-affiliates as of the last business day of the registrants
most recently completed second fiscal quarter were 8,627,549 and $28,039,534.25,
respectively.

There were 25,177,640 shares of common stock outstanding as of April 9, 2009.

DOCUMENTS INCORPORATED BY REFERENCE:

Information required by Part III will either be included in
the registrants definitive information statement filed with the Securities and
Exchange Commission or filed as an amendment to this Form 10-K no later than 120
days after the end of the registrants fiscal year, to the extent required by
the Securities Exchange Act of 1934, as amended.

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EXPLANATORY NOTE

This Amendment No. 2 to the Annual Report on Form 10-K-F for
the fiscal year ended December 31, 2008 (the "Annual Report") is being filed by
American Lorain Corporation (the "Registrant") with the Securities and Exchange
Commission for the sole purpose of filing amended certifications in accordance
with Item 601(31)(b)(i) of Regulation S-K.

This Amendment No. 2 consists of a cover page, this
explanatory note, the exhibit index, the signature page, the amended
certifications of the principal executive officer and principal financial
officer of the Registrant and the certifications of the principal executive
officer and principal financial officer of the Registrant pursuant to 18 U.S.C.
SECTION 1350.

Other than expressly set forth herein, this Amendment No. 2
does not, and does not purport to, amend or restate any other information
contained in the Annual Report nor does this Amendment No. 2 reflect any events
that have occurred after the Annual Report was filed.

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EXHIBIT INDEX

|Exhibit | Description                                                                                                                                                                                                                                                                                                                                                   
|------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|No.     |                                                                                                                                                                                                                                                                                                                                                               
|        |                                                                                                                                                                                                                                                                                                                                                               
|2.1     | Share Exchange
    Agreement, dated May 3, 2007, among the registrant, International Lorain
    Holding, Inc. and its stockholders. Incorporated by reference to Exhibit 2.1
    to the registrants current report on Form 8-K filed on May 9, 2007 in
    commission file number 0-31619.                                                                   
|3.1     | Restated Certificate
    of Incorporation of the registrant as filed with the Secretary of State of
    Delaware. Incorporated by reference to Exhibit 3.1 to the registrants
    current on Form 8-K filed on May 9, 2007 in commission file number 0-31619.                                                                                                
|3.2     | Bylaws of the
    registrant, adopted on March 31, 2000. Incorporated by reference to Exhibit
    3.2 to the registrants Registration Statement on Form 10SB12G filed October
    19, 2001, in commission file 0-31619.                                                                                                                                      
|4.1     | Certificate of
    Designation of Series A Voting Convertible Preferred Stock of the registrant
    as filed with the Secretary of State of Delaware on April 9, 2007.
    Incorporated by reference to Exhibit 4.1 to the registrants current report
    on Form 8-K filed on May 9, 2007 in commission file number 0-31619.                                
|4.2     | Certificate of
    Designation of Series B Voting Convertible Preferred Stock of registrant as
    filed with the Secretary of State of Delaware on April 30, 2007.
    Incorporated by reference to Exhibit 4.2 to the registrants current report
    on Form 8-K filed on May 9, 2007 in commission file number 0-31619.                                   
|4.3     | Option Agreement,
    dated May 3, 2007, between Mr. Hisashi Akazawa and Mr. Si Chen. Incorporated
    by reference to Exhibit 4.3 to the registrants current report on Form 8-K
    filed on May 9, 2007 in commission file number 0-31619.                                                                                                                 
|4.4     | Form of Registration
    Rights Agreement, dated May 3, 2007. Incorporated by reference to Exhibit to
    the registrants current report on Form 8-K filed on May 9, 2007 in
    commission file number 0-31619.                                                                                                                                             
|4.5     | Form of Common Stock
    Purchase Warrants issued to investors, dated May 3, 2007. Incorporated by
    reference to Exhibit 4.5 to the registrants current report on Form 8-K
    filed on May 9, 2007 in commission file number 0-31619.                                                                                                                    
|4.6     | Form of Common Stock
    Purchase Warrants issued to Sterne Agee & Leach, Inc. and its designee,
    dated May 3, 2007. Incorporated by reference to Exhibit 4.5 to the
    registrants current report on Form 8-K filed on May 9, 2007 in commission
    file number 0-31619.                                                                               
|10.1    | Form of the Securities
    Purchase Agreement, dated May 3, 2007, by and among the registrant and the
    investors named therein, and joined by Mr. Akazawa and Mr. Chen as to
    certain sections. Incorporated by reference to Exhibit 10.1 to the
    registrants current report on Form 8-K filed on May 9, 2007 in commission
    file number 0-31619.
|10.2    | Make Good Escrow
    Agreement, dated May 3, 2007, by and among the registrant, Sterne Agee &
    Leach, Inc., Mr. Hisashi Akazawa, Mr. Si Chen and Securities Transfer
    Corporation. Incorporated by reference to Exhibit 10.2 to the registrants
    current report on Form 8-K filed on May 9, 2007 in commission file number
    0-31619.             
|10.3    | Closing Escrow
    Agreement, dated May 3, 2007, by and among the registrant, Sterne Agee &
    Leach, Inc. and Thelen Reid Brown Raysman & Steiner LLP. Incorporated by
    reference to Exhibit 10.3 to the registrants current report on Form 8-K
    filed on May 9, 2007 in commission file number 0-31619.                                             
|10.4    | Cancellation and
    Escrow Agreement, dated May 3, 2007, by and among the registrant, Halter
    Financial Investments, L.P., Halter Financial Group, L.P. and Security
    Transfer Corporation. Incorporated by reference to Exhibit 10.4 to the
    registrants current report on Form 8-K filed on May 9, 2007 in commission
    file number 0-31619.   
|10.5    | Employment Agreement,
    dated March 2, 2005, by and between Shandong Green Foodstuff CO., LTD and Si
    Chen. Incorporated by reference to Exhibit 10.5 to the registrants current
    report on Form 8-K filed on May 9, 2007 in commission file number 0-31619.                                                                                         

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|      |                                                                                                                                                                                                                                                                                                                                           
|----- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|10.6  | Employment Agreement,
    dated July 2, 2002, by and between Shandong Green Foodstuff CO., LTD and
    Xiandong Zhou. Incorporated by reference to Exhibit 10.6 to the registrants
    current report on Form 8-K filed on May 9, 2007 in commission file number
    0-31619.                                                            
|10.7  | Employment Agreement,
    dated November 20, 2007, by and between Shandong Green Foodstuff CO., LTD
    and Jing Thomas Wu. Incorporated by reference to Exhibit 10.1 to the
    Registrants Current Report on Form 8-K filed on November 21, 2007 in
    commission file number 0-31619.                                                
|10.8  | Cooperation Agreement,
    dated May 18, 2006, by and between Beijing Green Foodstuff Co., Ltd. and the
    Chestnut Cooperation of Zhenzhai Village, Gaoling town, Miyun County.
    Incorporated by reference to Exhibit 10.8 to the registrants current report
    on Form 8-K filed on May 9, 2007 in commission file number 0-31619.
|10.9  | Equity Transfer
    Agreement, dated August 15, 2006, by and between International Lorain Co.,
    Ltd and International Lorain Holding, Inc. Incorporated by reference to
    Exhibit 10.9 to the registrants current report on Form 8-K filed on May 9,
    2007 in commission file number 0-31619.                                    
|10.10 | Credit Facility
    Agreement, dated September 28, 2006, by and between Beijing Green Foodstuff
    Co., Ltd. and the Shilibao Branch of Beijing Rural Commercial Bank Co., Ltd.
    Incorporated by reference to Exhibit 10.10 to the registrants current
    report on Form 8-K filed on May 9, 2007 in commission file number 0-31619.
|10.11 | Sales contract, dated
    May 13, 2006, by and between Shandong Green Foodstuff Co., Ltd. and the
    Shandong Lu An Import & Export Co., Ltd. Incorporated by reference to
    Exhibit 10.11 to the registrants current report on Form 8-K filed on May 9,
    2007 in commission file number 0-31619.                                  
|10.12 | Sales contract, dated
    September 5, 2006, by and between Shandong Green Foodstuff Co., Ltd. and the
    Shinsei Foods Co., Ltd. Incorporated by reference to Exhibit 10.12 to the
    registrants current report on Form 8-K filed on May 9, 2007 in commission
    file number 0-31619.                                              
|10.13 | Sales Contract, dated
    September 10, 2006, by and between Junan Hongrun Foodstuff Co., Ltd. and the
    Shinsei Foods Co., Ltd. Incorporated by reference to Exhibit 10.13 to the
    registrants current report on Form 8-K filed on May 9, 2007 in commission
    file number 0-31619.                                              
|10.14 | Financial Advisory
    Agreement, dated February 14, 2007, by and between HFG International,
    Limited and Shandong Green Foodstuff Co., Ltd. Incorporated by reference to
    Exhibit 10.14 to the registrants current report on Form 8-K filed on May 9,
    2007 in commission file number 0-31619.                                 
|10.15 | Consulting Agreement,
    dated March 8, 2007, by and between Heritage Management Consultants, Inc.
    and International Lorain Holding, Inc. Incorporated by reference to Exhibit
    10.15 to the registrants current report on Form 8-K filed on May 9, 2007 in
    commission file number 0-31619.                                  
|10.16 | Equity Transfer
    Agreement dated September 5, 2006, by and between Junan Hongrun Foodstuff
    Co., Ltd. and International Lorain Holding, Inc.                                                                                                                                                                                        
|10.17 | Equity Transfer
    Agreement, dated August 19, 2006, by and between Lihua Liu, Junxia Wang,
    Shixiang Wang, Yuan Tian, Lantao Li, Yubo Liu, Zhixu Sun, Guangxing Han,
    Linying Wang, International Lvan Co., as transferors and International
    Lorain Holding, Inc. as transferee                                               
|10.18 | Equity Transfer
    Agreement, dated August 27, 2006, by and between Si Chen, Xiaodong Zhou,
    Shixiang Wang, and International Lvan Co., Ltd., as transferors and
    International Lorain Holding, Inc. as transferee                                                                                                                 
|10.19 | Equity Transfer
    Agreement, dated August 15, 2006, by and between International Lvan Co.,
    Ltd. and International Lorain Holding, Inc.                                                                                                                                                                                              

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|      |                                                                                                                                                                                                                                                                                           
|----- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|10.20 | Employment Agreement,
    effective September 22, 2008, by and between American Lorain Corporation and
    Yilun Alan Jin. Incorporated by reference to Exhibit 10.1 to the
    Registrant's Current Report on Form 8-K filed on September 18, 2008 in
    commission file number 0-31619.
|10.21 | Form of Sales
    Agreement by and between Shandong Lorain Foodstuff Co., Ltd. and Shandong
    Lvan Import & Export Co., Ltd.                                                                                                                                                            
|14    | Business Ethics Policy
    and Code of Conduct, adopted on April 30, 2007. Incorporated by reference to
    Exhibit 14 to the registrants current report on Form 8-K filed on May 9,
    2007 in commission file number 0-31619.                                                         
|21    | List of subsidiaries
    of the registrant. Incorporated by reference to Exhibit 21 to the
    registrants current report on Form 8-K filed on May 9, 2007 in commission
    file number 0-31619.                                                                                        
|24    | Power of Attorney (set
    forth on the signature page of the original Form 10-K).                                                                                                                                                                                                        
|31.1* | Certification of Chief
    Executive Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
    *                                                                                                                                                                             
|31.2* | Certification of Chief
    Financial Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
    *                                                                                                                                                                             
|32.1* | Certification of Chief
    Executive Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant
    to Section 906 of the Sarbanes-Oxley Act of 2002 *                                                                                                                              
|32.2* | Certification of Chief
    Executive Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant
    to Section 906 of the Sarbanes-Oxley Act of 2002 *                                                                                                                              

*

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.

|              | AMERICAN LORAIN CORPORATION                
|------------- | -------------------------------------------
|              |                                            
|              | By:/s/ Si Chen                             
|April 5, 2010 | Si Chen                                    
|(Date Signed) | President, Director and Chief
    Executive
|              | Officer                                    

|                    |                                          |              
|------------------- | ---------------------------------------- | -------------
|Signature           | Capacity                                 | Date         
|                    |                                          |              
|                    |                                          |              
|/s/ Si Chen         | President , Director and Chief Executive |              
|Si Chen             | Officer (Principal Executive Officer)    | April 5, 2010
|                    |                                          |              
|                    |                                          |              
|                    |                                          |              
|/s/ Yilun Jin       | Chief Financial Officer (Principal       |              
|Yilun Jin           | Financial Officer and Principal          |              
|                    | Accounting Officer)                      | April 5, 2010
|                    |                                          |              
|                    |                                          |              
|                    |                                          |              
|/s/ Yundong Lu*     | Chief Operating Officer and Director     | April 5, 2010
|Yundong Lu          |                                          |              
|                    |                                          |              
|                    |                                          |              
|/s/ Hao Chen*       | Director                                 | April 5, 2010
|Hao Chen            |                                          |              
|                    |                                          |              
|                    |                                          |              
|/s/ Yaudoon Chiang* | Director                                 | April 5, 2010
|Yaudoon Chiang      |                                          |              
|                    |                                          |              
|                    |                                          |              
|/s/ Maoquan Wei*    | Director                                 | April 5, 2010
|Maoquan Wei         |                                          |              
|                    |                                          |              
|                    |                                          |              
|*By: /s/ Si Chen    |                                          | April 5, 2010
|Si Chen             |                                          |              
|Attorney-in-fact    |                                          |              

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