SecProbe.io

March 20, 2012
 Via E-mail

David Chong Chief Financial 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 February 22, 2012
  File No. 333-179628

Dear Mr. Chong:
 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.
 General

1. We note your Item 2.01 Form 8-K filed on July 11, 2011 and amended on July 13,
2011.  It does not appear that this Form 8-K was timely filed.  Accordingly, please
explain why you believe that you are eligible to  register securities on Form S-3 at this
time.  Refer to General Instruc tion I.A.3(b) of Form S-3.

Selling Stockholders, page 5

2. Please disclose the person(s) with voting an d/or investment control over the shares
held by Carlyle Asia Growth Partners III,  CAGP III Co-Investment, L.P., MRV Asia
Capital Fund, Great Essential Invest ment, Ltd., and Sino Way Limited.  For

David Chong China Recycling Energy Corporation March 20, 2012 Page 2

 additional guidance, refer to Question 140.02 and Interpretive Response 240.04 of our
Regulation S-K Compliance and Disclosure Interpretations, located on our website.
 Signatures

3. Please revise the second signature block to  identify your principal executive officer
and principal financial officer.  Refer to Instruction 1 to the Signatures section of
Form S-3.
 Exhibit Index

4. Please revise the exhibit inde x to include, and file or in corporate by reference, the
biomass power generation asset transfer agreement pursuant to which the shares to be
sold by Xueyi Dong were issued.
 Exhibit 5.1 – Opinion of McKenna Long & Aldridge LLP

5. Please have counsel remove as inappropriate  the limitation on counsel’s expertise in
the first paragraph on page 2 of the opinion.  Refer to Section II.B.3.b of Staff Legal
Bulletin No. 19, Legality and Tax Opinions in Registered Offerings, available on our
website.

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.

David Chong China Recycling Energy Corporation March 20, 2012 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 Attorne y, at (202) 551-3252, Catherine Brown, Staff
Attorney, at (202) 551-3513 or me at  (202) 551-3720 with any questions.

Sincerely,
   /s/ Catherine T. Brown for
Mara L. Ransom Assistant Director
  cc:  Thomas Wardell, Esq.
 McKenna Long & Aldridge LLP