September 9, 2019

Vincent Browne
Chief Executive Officer
Alternus Energy Inc.
One World Trade Center, Suite 8500
New York, New York 10007

       Re: Alternus Energy Inc.
           Form 10-12G
           Filed August 13, 2019
           File No. 000-56085

Dear Mr. Browne:

       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 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 10-12G Filed August 13, 2019

Item 1. Business
Overview, page 5

1.    We note your disclosure that your revenue is generated from energy sales
under "long-
      term, government-mandated, fixed price supply contracts with terms of
between 15-20
      years in the form of government Feed-In-Tariffs . . . and other energy
incentives." Please
      clarify the counter parties with which you enter into these
government-mandated
      contracts. For example, do you contract with the state, local, or federal
governments of
      the regions in which you operate, or with local power suppliers, or both.
2.    We note your disclosure that you "own 24MW of solar projects, which
includes 8MW of
      operational rooftop and ground mounted parks in Italy, 6MW of operational
ground
      mounted parks in Romania and 15 MW of rooftop parks in Germany." However,
the sum
      of the individual MWs in each country is greater than 24MW. Further, this
disclosure is
      inconsistent with the chart under "Our Portfolio" on page 8. Please
revise for consistency,
 Vincent Browne
FirstName LastNameVincent Browne
Alternus Energy Inc.
Comapany 9, 2019
September NameAlternus Energy Inc.
September 9, 2019 Page 2
Page 2
FirstName LastName
         or explain this discrepancy.
3.       Please provide support for the following statements, or characterize
them as management's
         opinions or beliefs:

             "The solar PV industry continues to expand and evolve, and as a
result of this
             continued expansion the costs of constructing solar PV parks has
significantly been
             reduced in recent years reaching a point today where solar PV
parks have reached
             parity with other forms of energy production and with general
energy market rates;"

             "the industry is now at a crossroads where it is no longer as
dependent on 'above
             market' FiT supports to build costs;"

             "the European solar PV industry has strong growth dynamics for new
project
             development for the foreseeable future;"

             "[a]s a public company, we will have access to a variety of
flexible financing sources;"
             and

             "the solar PV market is in high growth globally with many
participants constantly
             arriving."
4.       Please define "above market" FiT supports.
Item 1. Business
Our Competitive Strengths, page 6

5.       You state on pages 6 and 7 that you benefit from "fixed partner
margin" and that you have
         exclusive "fixed margin" agreements and "right of first refusal"
contracts that give you the
         ability to acquire solar parks at 25% below market value. Please
define these terms and
         explain how they translate to a purchase price 25% below market value.
6.       We note your disclosure that you provide a minimum committed offtake
for local
         developers, and, as a result, you have "been able to sign one-way
exclusive contracts that
         provide [you] with right of first refusal for all projects developed
by [y]our partners." In
         an appropriate place in your filing, please provide more detail
regarding these contracts,
         including a description of the terms of these contracts, and whether
you currently have
         rights under any of these contracts. Please also disclose whether you
have recently
         entered into any additional, similar contracts, and whether you expect
to be able to do so
         in the future.
Germany, page 11

7.       We note your disclosure that, in the beginning of 2018, you expanded
your operations to
 Vincent Browne
FirstName LastNameVincent Browne
Alternus Energy Inc.
Comapany 9, 2019
September NameAlternus Energy Inc.
September 9, 2019 Page 3
Page 3
FirstName LastName
         Germany and forged partnerships with local developers to begin
development of certain
         rooftop solar parks. Please disclose whether you have entered into
partnership agreements
         with these local developers, and provide a brief description of the
terms of these
         agreements. Please also file these agreements, if any, as exhibits to
your filing, or tell us
         why you do not believe you are required to do so. See Item 601(b)(10)
of Regulation S-K.
ATLN Subsidiaries and Principal Activities, page 14

8.       Please provide a definition of "shelf companies," as used in this
section.
Compliance with the JOBS Act, page 16

9.       We note your statement that an emerging growth company can take
advantage of the
         extended transition period for complying with new or revised
accounting standards.
         Please revise your disclosure to clearly indicate, if true, that you
have elected to take
         advantage of this extended transition period and also disclose that
your financial
         statements may not be comparable to companies that comply with public
company
         effective dates.
"We may be subject to unforeseen costs, liabilities or obligations . . . .",
page 24

10.      Please file your contract with the third party O&M company who carries
out the operating
         and maintenance of your solar parks as an exhibit to your filing, or
tell us why you do not
         believe you are required to do so. See Item 601(b)(10) of Regulation
S-K.
Management's Discussion and Analysis of Financial Condition and Results of
Operations
Overview, page 33

11.      We note the third paragraph in this section which states "Overall, the
current annual
         revenues contracted by our owned projects is approximately $5.8
million, which delivers
         an underlying group annual EBITDA of approximately $3.25 million when
the parks are
         fully operational." We have the following comments:

             Please reconcile or explain the difference between the $5.8
million discussed here to
             the $2.6 million of revenues recorded in 2018. In doing so,
clarify whether the
             difference solely relates to contracts that did not operate for a
full year or whether
             there are other reasons why the contracted annual revenue amount
differs from your
             actual annual revenue.

             Please define "underlying group annual EBITDA" and label it as a
non-GAAP
             measure.

             Please provide the disclosures required by Item 10(e) of
Regulation S-K for the $3.25
             million EBITDA non-GAAP measure presented. In doing so, please
ensure you
 Vincent Browne
Alternus Energy Inc.
September 9, 2019
Page 4
             reconcile this amount to the most directly comparable GAAP
measure.
12.      We note your disclosure that you use "annual contracted revenues" as a
key metric in your
         financial management of your business. Please define annual contracted
revenues.
13.      We note your disclosure that you have entered into long-term service
agreement with
         BayWa r.e. and AlsoEnergy. Please briefly describe the terms of these
agreements in your
         filing. Please also file these agreements as exhibits to your filing,
or tell us why you
         believe you are not required to do so. See Item 601(b)(10) of
Regulation S-K.
Factors that Significantly Affect our Results of Operations and Business
Interest rates on our debt, page 34

14.      You make reference to mezzanine debt here and under the heading
"Access to capital
         markets" on page 35; however, you do not appear to have any amounts
classified within
         mezzanine on your balance sheet. Please clarify or revise as
necessary. To the extent you
         have debt or securities that require mezzanine classification, please
ensure you disclose
         them in the footnotes of your financial statements and discuss why
they are appropriately
         classified as mezzanine.
Major Components of Our Results of Operations
For the period ended March 31, 2019 compared to the period ended March 31, 2018
.. . .", page
37

15.      We note your disclosure that you generate your revenue from a Feed in
Tariff program,
         Power Purchase Agreements, or Renewable Energy Credits. With a view to
         understanding how each source contributes to your total revenue,
please disclose the
         percentage of revenue attributable to each category for your fiscal
year ended December
         2018, and for the period ended March 31, 2019.
Operating Revenues, net, page 37

16.      Please expand your disclosure to discuss the underlying reasons for
the changes in
         revenues. Specifically, please briefly disclose why production in
Romania declined in the
         first quarter of 2019 as compared to 2018 and why it increased in 2018
as compared to
         2017.
Gross profit, page 38

17.    Please quantify and analyze the changes in gross profit margin by
country. In doing so,
FirstName LastNameVincent readers why your operations in Germany appear to have
no cost of
       please explain to your Browne
Comapany NameAlternus Energy Inc.
       revenue and therefore a 100% gross profit margin and why gross profit
margin is
September 9, 2019 Page 4 for your operations in Italy than for your operations
in Romania.
       significantly higher
FirstName LastName
 Vincent Browne
FirstName LastNameVincent Browne
Alternus Energy Inc.
Comapany 9, 2019
September NameAlternus Energy Inc.
September 9, 2019 Page 5
Page 5
FirstName LastName
Liquidity and Capital Resources
Liquidity Position, page 40

18.      If you continue to disclose that you operate with sufficient liquidity
to withstand sudden
         adverse changes in economic circumstances, please disclose to your
readers how you
         define sudden adverse changes in economic circumstances and how you
concluded you
         have sufficient liquidity to withstand them.
19.      We also note your disclosure on page 40 which states that some of your
principal sources
         of funding are cash flows from operations and sales of equity
securities. We note that you
         have had net cash outflows from operations and have not sold equity
securities in the past
         two fiscal years and in the quarter ended March 31, 2019; therefore,
we are unclear why
         you state that these represent principal sources of funding. Please
clarify or revise as
         necessary.
20.      We note that you have a significant amount of cash that is restricted
for future
         acquisitions. Please revise your disclosures to briefly explain the
restrictions on this cash,
         including how the restrictions arose and the circumstances under which
you may use this
         restricted cash.
Financing Activities, page 41

21.      We note that you discuss in this section several notes and loans with
counter parties that
         appear to be material to you, but not all of these note and loan
agreements appear to be
         filed as exhibits to your filing. For example, we note that you have
filed a "Form of
         Promissory Note" as exhibit 10.12 to your registration statement, but
we were unable to
         find the specific loan notes referenced in this section. As
applicable, please file the
         financing agreements disclosed in this section as exhibits to your
filing, or tell us why you
         do not believe you are required to do so. See Item 601(b)(10) of
Regulation S-K.
22.      As a related matter, we note that throughout the exhibits index you
provide "Form of"
         exhibits for dated agreements. For example, Exhibit 10.13 is titled
"Form of Pledge
         Agreement dated May 16, 2018." Please file the executed agreements
rather than the
         "Form of" agreements as exhibits to your registration statement. See
Item 601(b)(10),
         Item 601(a)(4) and the Instructions to Item 601 of Regulation S-K.
Item 10. Recent Sales of Unregistered Securities, page 55

23.      We note your table beginning on page 55. Please disclose the
consideration received by
         you for each issuance of securities disclosed in the table. See Item
701(c) of Regulation
         S-K.
 Vincent Browne
FirstName LastNameVincent Browne
Alternus Energy Inc.
Comapany 9, 2019
September NameAlternus Energy Inc.
September 9, 2019 Page 6
Page 6
FirstName LastName
Financial Statements for the Year Ended December 31, 2018
Notes to the Consolidated Financial Statements
3. Liquidity, page F-13

24.      You state here and in the risk factor "Our IPP business requires
significant financial
         resources . . ." on page 19 that you believe your current level of
operations is sufficient to
         mitigate uncertainty for a period of at least twelve months. You also
indicate that you will
         refinance certain short term debt into long term debt during 2019.
Please provide
         disclosures to support these statements in an appropriate location in
your filing, including
         discussion of any subsequent capital raising activities, executed
refinancing's, and/or
         significant revenue increases. If you continue to experience a net use
of cash from
         your operating activities and have not consummated any refinancing of
your short term
         debt, please provide more disclosure explaining why management
believes your current
         level of operations is sufficient to allow you to operate for the next
12 months. Please
         also apply this comment to Note 3 in your interim financial
statements.
4. Acquisitions and Dispositions
2018 Acquisition of Liquid Sun S.R.L., page F-14

25.      We note your gain on bargain purchase of $1.6 million for the
acquisition of Liquid Sun
         S.R.L. in 2018. Please provide us with more detail about your fair
value assessment of the
         net assets acquired, including the significant assumptions you made in
valuing each of the
         acquired assets or liabilities. Please tell us whether you have
monitored the performance
         of this acquired business during 2019 and whether you have any
indications that the
         acquired assets may be impaired. Finally, please disclose the
information required by
         ASC 805-10-50-2(h), including the supplemental pro forma information.
2017 Disposition of Japan Asset, page F-16

26.      We note that your Otaru PV project was sold in 2017. In light of this,
please tell us why
         you present 2018 and 2017 pro forma results which appear to show your
results as if this
         project had not been sold. As part of your response, please tell us
your basis in US GAAP
         for providing this disclosure within your financial statements.
Financial Statements for the Three Months Ended March 31, 2019
General, page F-23

27.      Please update the financial statements and related financial
information included in the
         filing, as necessary, to comply with Rule 8-08 of Regulation S-X.
 Vincent Browne
FirstName LastNameVincent Browne
Alternus Energy Inc.
Comapany 9, 2019
September NameAlternus Energy Inc.
Page 7
September 9, 2019 Page 7
FirstName LastName
        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 Yong Kim, Staff Accountant, at 202-551-3323 or Jennifer
Thompson,
Accounting Branch Chief, at 202-551-3737 if you have questions regarding
comments on the
financial statements and related matters. Please contact Katherine Bagley,
Staff Attorney, at
202-551-2545 or Lilyanna Peyser, Special Counsel, at 202-551-3222 with any
other questions.



                                                          Sincerely,

                                                          Division of
Corporation Finance
                                                          Office of Consumer
Products