| Morgan Stanley & Co. LLC |
| 1585 Broadway |
| New York, New York 10036, |
| U.S.A. |
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| June 25, 2012 |
Re: | Atlantic Power Corporation |
| Registration Statement on Form S-1, File No. 333-181224 |
Ms. Mara L. Ransom
Ms. Lilyanna L. Peyser
Mr. Christopher Chase
Securities and Exchange Commission
Division of Corporate Finance
100 F Street, N.E.
Washington, D.C. 20549
Pursuant to Rule 460 of the General Rules and Regulations under the Securities Act of 1933, as amended (the “Act”), we, as representative of the several participating underwriters, wish to advise you that copies of the Preliminary Prospectus dated June 25, 2012 will be distributed in the approximate numbers as follows:
Institutional and Retail Investors |
| 0 |
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Dealers, Underwriters and Others |
| 254 |
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Total |
| 254 |
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The participating underwriters will comply with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.
In accordance with Rule 461 of the Act, we hereby join in the request of Atlantic Power Corporation for acceleration of the effective date of the above-named Registration Statement so that it becomes effective at 2:00 p.m. Eastern Daylight Time on June 26, 2012, or as soon thereafter as practicable.
| Very truly yours, | |
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| MORGAN STANLEY & CO. LLC | |
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| By: | /s/ Peter Hales |
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| Name: Peter Hales |
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| Title: Vice President |
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| As representative of the several participating underwriters. | |
