SecProbe.io

June 17, 2011
 Via E-mail

Guohua Ku Chief Executive Officer China Recycling Energy Corporation 12/F, Tower A Chang An International Building No. 88 Nan Guan Zheng Jie Xi’an City, Shaanxi Province China
Re: China Recycling Energy Corporation
  Registration Statement on Form S-3
Filed May 25, 2011
  File No. 333-174484

Dear Mr. Ku:
 We have limited our review of your registra tion statement to those issues we have
addressed in our 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 this letter by amending your registration statement and providing the
requested information.  Where you do not beli eve our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
 After reviewing any amendment to your re gistration statement and the information you
provide in response to these comments, we may have additional comments.
 Prospectus Cover Page

1. Please include the calculations require d by General Instruction I.B.6(a) and
Instruction 7 to General Instruction I.B to Form S-3 on the outside front cover page of
the prospectus.

Item 17.  Undertakings, page II-20

2. Please revise your disclosure to incl ude the undertakings required by Item
512(a)(5)(i) of Regulation S-K.

Guohua Ku China Recycling Energy Corporation June 17, 2011 Page 2

 Signatures

3. Please revise your signature page to in clude the signature of your principal
accounting officer.  If one of the indi viduals who signed the document is your
principal accounting officer in addition to a ny other position(s) held, please add this
title below the signature to  the title or titles you ha ve provided already.  See
Instructions 1 and 2 to the "Si gnatures" secti on of Form S-3.
 Exhibit Index

 Exhibit 5.1 – Opinion of McKenna Long & Aldridge LLP

4. The reference to Chapter 78 of the Nevada Revised Statutes also  should include all
applicable Nevada statutory provisions and the reported judicial decisions interpreting
those laws.  Please revise accordingly.

5. Please either remove the statements in the first and fourth paragraphs on page two of
the opinion that counsel assumes no obligati on to revise or supplement the opinion or
to advise you of any changes that may aff ect the opinion and that  counsel’s opinion is
given “as of the date hereof,” or have counsel re-file the opinion on the date of
effectiveness.

We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filing to be certain that the filing incl udes the information the Securities Act of 1933 and
all applicable Securities Act rules require.  Since the company and its management are in
possession of all facts relating to a company’s disc losure, they are responsible for the accuracy
and adequacy of the disclosures they have made.
Notwithstanding our comments, in the event you request acceleration of  the effective date
of the pending registration statement please pr ovide a written statement from the company
acknowledging that:

 should the Commission or the staff, acting purs uant to delegated authority, declare the
filing effective, it does not foreclose the Co mmission 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 company from its full responsibility for
the adequacy and accuracy of the disclosure in the filing; and

 the company may not assert staff comments a nd 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.

Guohua Ku China Recycling Energy Corporation June 17, 2011 Page 3

 Please refer to Rules 460 and 461 regarding re quests for acceleration.  We will consider a
written request for acceleration of  the effective date of the regi stration statement as confirmation
of the fact that those reques ting acceleration are aware of thei r respective responsibilities under
the Securities Act of 1933 and the Securities Excha nge Act of 1934 as they relate to the proposed
public offering of the securities specified in th e above registration stat ement.  Please allow
adequate time for us to review any amendment prior to the requested effective date of the
registration statement.
 Please contact Lisa Kohl, Staff Attorney, at (202) 551-3252, Lilyanna  L. Peyser, Staff
Attorney, at (202) 551-3222, or me at  (202) 551-3720 with any questions.

Sincerely,
   /s/ Lilyanna L. Peyser for
H. Christopher Owings Assistant Director
  cc:  Thomas Wardell, Esq.
 McKenna Long & Aldridge LLP