SecProbe.io

January 23, 2013

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
 Form 10-K for Fiscal Year Ended December 31, 2011
Filed March 22, 2012
Response dated January 14, 2013
File No. 1 -34625

Dear Mr. Chong :

We have reviewed your response dated January 14, 2013  and have the following
additional comment s.  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 within ten business days by amending your filin g, by
providing the requested information, or by advising us when you will provide the requested
response s.  If you do not believe our comment s applies  to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in you r response.

After reviewing any amendment to your filing  and the information you provide in
response to these comment s, we may have  additional comments.

Item 7. Management’s Discussion and  Analysis of Financial Condition and Results of
Operations, page 33

Liquidity and Capital Resources, page 43

1. We reviewed your response to comment one  in our letter dated December 14, 2012.
Please include a discussion of how cash is transferred to your P RC subsidiaries and how
earnings are transferred from your PRC subsidiaries to the parent company in the
amendment you intend to file.  Please also describe the nature of the restrictions on the
ability of your subsidiaries to transfer funds to the parent in the form of cash dividends,
loans or advances and the potential impact on your liquidity.

David Chong
China Recycling Energy Corporation
January 23, 2013
Page 2

Item 8. Financial Statements and Supplementary Data, page 50

2. Summary of Significant Accounting Policies, page 57

Fair Value of Financial Instruments, page  60

2. We reviewed your response to comment three in our letter dated December 14, 2012.
Please disclose the fair value of long -term debt together with the related carrying
amounts and the method and assumptions used to estimate the fair value in the
amendment y ou intend to file.

17. Shareholders’ Equity, page 78

3. We reviewed your response to comment seven in our letter dated December 14, 2012.
Please provide us with a copy of the letter from Mr. Dong and any other correspondence
from Mr. Dong which supports  the extinguishment of the obligation.  In addition, tell us
your consideration of initially accounting for the agreement with Mr. Dong within equity
as opposed to a liability given that the contract contained an explicit limit on the number
of shares to b e delivered to settle the contract.  Refer to guidance in ASC 815 -40-25 and
ASC 815 -40-25.

18. Statutory Reserves, page 79

4. We reviewed your response to comment eight in our letter dated December 14, 2012.
Please disclose that the maximum statutory re serve amounts of your subsidiaries have not
been reached as of the most recent balance sheet date in the amendment you attend to
file.

You may contact Tony Watson, Accountant,  at (202) 551 -3318  if you have questions
regarding our comments.  Please contact  me at (202) 551 -3344  with any other questions.

Sincerely,

 /s/ William H. Thompson

William H. Thompson
Accounting Branch Chief