Atlantic Power Corporation
200 Clarendon Street, Floor 25
Boston, MA 02116
July 22, 2010
Via EDGAR transmission and Facsimile (703.813.6980)
U.S. Securities and Exchange Commission
Division of Corporation Finance
100 F Street, NE
Washington, D.C. 20549-6010
Attn: Scott Anderegg
Re: Atlantic Power Corporation (the “Registrant”): Registration Statement on Form 10
(File No. 001-34691) filed pursuant to Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Registration Statement”)
Dear Mr. Anderegg:
The Registrant hereby respectfully requests acceleration of the effective date of the Registration Statement so that it may be declared effective at 2:00 p.m., Eastern time, on Thursday, July 22, 2010, or as soon as practicable thereafter. The Registrant is aware of its obligations under the Securities Exchange Act of 1934, as amended, as they relate to the securities specified in the Registration Statement.
The Registrant hereby acknowledges the following:
· should the Securities and Exchange Commission (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 Registrant from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and
· the Registrant 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.
