SecProbe.io

April 3, 2014

Via Email
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 710068

Re: China Recycling Energy Corporation
  Registration Statement on For m S-3
Filed  March 10, 2014
  File No.  333-194470

Dear Mr. Ku:

We have limited our review of your registration 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 believe 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 registration statement and the information you
provide in response to these  comments, we may have  additional comments.

General
1. General Instruction I. A.3.(b)  of Form S -3 requires that a registrant  file in a timely manner
all reports required to be filed during the twelve calendar months and any portion of a
month immedi ately preceding the filing of the registration statement.  In this regard, we
note that the Form 8 -K filed on September 16, 2013 does not appear to have been timely
filed, given that the relevant event date was September 5, 2013.  Therefore, it does not
appear that you have satisfied the eligibility requirement set forth in General Instruction
I.A.3.(b)  of Form S -3.  Please advise.

Guohua Ku
China Recycling Energy Corporation
April 3, 2014
Page 2

 Selling Stockholders, page 4
2. Please disclose whether the selling shareholder is a registered broker -dealer or an affiliate
of a broker dealer.  Please note that a registration statement registering the resale of
shares being offered by a broker -dealer must be on a form for which the registrant is
eligible to make a primary offering and identify the broker -dealer as an underwrit er if the
shares were not issued as underwriting compensation.  For a selling s hareholder that is an
affiliate of a broker -dealer,  the prospectus must state that: (1) the seller purchased in the
ordinary course of business; and (2) at the time of purchase of the  securities you are
registering for resale, the seller had no  agreements or understandings, directly or
indirectly, with any  person, to distribute the securities.  If you are unable to make  these
statements in the prospectus, please amend the registr ation statement to be on form for
which the registrant is eligible to make a primary offering and disclose that the seller is
an underwriter.  We may have additional comments upon review of your response.
Exhibit 5.1
3. We note the language in the fifth para graph of the legal opinion, which states that the
opinion “may not be furnished to, quoted from or relied upon  by any  other person, firm,
or corporation without our express written consent.”  This language appears to limit the
ability of investors to rely upon the legal opinion.  Disclaimers of responsibility that in
any way state or imply that investors are not entitled to rely on the  legal  opinion are
unacceptable.  Please revise to either remove or modify this language.
We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Act of 193 3 and
all applicable Securities  Act rules require.   Since the company and its management are in
possession of all facts relating to a company’s disclosure, 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 provide a written statement from the company
acknowledging that:

 should the Commission or the staff, acting pursuant to delegated authority, declare the
filing effective, it does not foreclose the Commissi on 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 acc uracy of the disclosure in the filing; and

 the company may not assert staff comments and 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
April 3, 2014
Page 3

 Please refer to Rules 460 and 461 regarding requests for  acceleration .  We will consider a
written request for acceleration of the effective date of the registration statement as confirmation
of the fact that those requesting acceleration are aware of their respective responsibilities under
the Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed
public offering of the securities specified in the above registration statement.  Please allow
adequate time  for us to revie w any amendment prior to the requested effective date of the
registration statement.

You may contact Scott M. Anderegg, Staff Attorney, at (202) 551 -3342, Lilyanna Peyser,
Legal Branch Chief, at (202) 551 -3222,  or me at (202) 551 -3720 with any other questions  with
any other questions.

Sincerely,

 /s/ Lilyanna L. Peyser for

Mara Ransom
Assistant Director