SecProbe.io

March 4 , 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 February 15, 2013
File No. 1 -34625

Dear Mr. Chong :

We have reviewed your response dated February 15 , 2013  and have the following
additional comment .  In our comment , 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 filing, by
providing the requested information, or by advising us when you will provide the requested
response.   If you do not believe our comment applies  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 filing  and the information you provide in
response to this comment , we may have  additional comments.

Form 10 -K for Fiscal Y ear Ended December 31, 20 11

Item 8. Financial Statements and Supplementary D ata, page 50

17. Shareholders’ Equity, page 78

1. We reviewed your response to the comment in our letter dated February 7, 2013.  We
understand that the purchase price you agreed to pay in connection with the biomass
power generation transfer agreement included RMB 80,000,000 in shares of your
common stoc k at a price equal to the price per share of common stock sold in your first
initial public offering contemplated to occur in 2010 or 2011, but in no event would the

David Chong
China Recycling Energy Corporation
March 4, 2013
Page 2

 price be less than $4 per share.  We also understand that at the request of Mr. Dong your
board of directors approved the issuance of 2,941,176 shares of common stock at a price
of $4 per share  on November 22, 2011 to settle the obligation because you were unable to
launch your initial public offering as originally contemplated.  Please explain  to us in
detail why you believe the monetary value of the obligation was based solely or
predominately on a fixed monetary amount known at inception. Please refer to guidance
in ASC 480 -10-55-1 through 2, ASC 480 -10-55-22 and ASC 480 -10-55-46 through 51.
In your response , please:

 provide us with your analysis at inception of all possible outcomes you considered
in your evaluation of which component is predominate;

 tell us the facts and circumstances that support your conclusion that settlement of
the equity contract based on the initial public offering price was more likely than
a settlement at the minimum issuance price considering your stock price on the
date of the agreement, expected volatility of the price of your common stock and
other pertinent factors ; and

 explain to us why settlement of the obligation in accordance with terms of the
agreement would result in the recognition of a substantial gain if the monetary
value of the obligation is based solely or predominately on a fixed monetary
amount known at inception.

If you conclude that the monetary value of the equity contract was not based solely or
predominately on a fixed monetary amount known at inception, the contract would not be
within the scope of paragraph ASC 480-10-25-14 and would need to be evaluated under
ASC 815-40.  In that event, please provide us with an evaluation of the equity contract
based on the guidance in ASC 815 -40-15 and ASC 815 -40-25.

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