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    Unassociated Document

                    Albany

                    Atlanta

                    Brussels

                    Denver

                    Los
      Angeles

                    www.mckennalong.com

                    New
      York

                    Philadelphia

                    San
      Diego

                    San
      Francisco

                    Washington,
      DC

                  THOMAS
      WARDELL

                  (404)
      527-4990

                  EMAIL
      ADDRESS

                  twardell@mckennalong.com

                  February 19,
2010

      Via EDGAR

      United
States Securities and Exchange Commission

        Division
of Corporation Finance

          100 F
Street, NE

            Washington,
D.C.  20549-0405

                Attn:

                Ta
      Tanisha Meadows, Staff Accountant

                Re:

                China
      Recycling Energy Corporation

      Item 4.01
Form 8-K

      Filed
August 18, 2009

      File No.
0-12536

      Ladies
and Gentlemen:

      We are
counsel to the above-referenced company, China Recycling Energy Corporation
(“CREG” or the “Company”) and are filing this response to your comment letter of
January 13, 2010 with respect to the above-referenced filing on Form 8-K on
CREG’s behalf.

      Item 4.01 8-K Filed August
18, 2009

                Comment
    1.

                It
      appears that your disclosures are inconsistent or incomplete when compared
      to the information provided in your response letter and the disclosures in
      Item 4.01 of Form 8-K filed May 11, 2009 and Item 8.01 of Form 8-K filed
      August 11, 2009 (hereinafter referred to, together with Item 4.01 Form 8-K
      filed August 18, 2009, as the “Form 8-K current reports”)  As
      such, we believe that you should clarify your disclosures to describe all
      of the events related to the change in and disagreements with accountants
      on accounting and financial disclosure and to comply with the disclosure
      requirements of Item 304 of Regulation S-K.  Specifically,
      please:

        February
19, 2010

        Page
2

                ·

                Disclose
      that you engaged Deloitte and dismissed GPKM on May 5, 2009 and that
      decision to change accountants was approved by the board of directors or
      your audit or similar committee of the board of
  directors.

                ·

                Disclose
      that the current report filed on August 11, 2009 announcing the delayed
      engagement of Deloitte until after the filing of your quarterly report on
      Form 10-Q for the quarter ended June 30, 2009 was filed under Item 8.01 of
      Form 8-K.

                ·

                Disclose
      the impact of your decision to delay the engagement of Deloitte on the
      dismissal of GPKM.  For example, if the decision to delay the
      engagement of Deloitte also delayed the dismissal of GPKM until GPKM
      completed its review of your interim financial statements included in the
      Form 10-Q for the quarter ended June 30, 2009, please disclose that
      fact.

                ·

                Revise
      your disclosure regarding the August 12, 2009 letter received from
      Deloitte to clarify that (i) Deloitte concluded that the firm had been
      dismissed because your decision to use the services of GPKM through the
      filing of the June 30, 2009 Form 10-Q was inconsistent with the terms of
      the Deloitte engagement letter of May 5, 2009 and (ii) you decided to
      accept Deloitte’s interpretation that it had been
      dismissed.  Also revise to clarify whether your decision to
      accept Deloitte’s interpretation that it had been dismissed was approved
      by the board of directors or your audit or similar committee of the board
      of directors.

                ·

                Revise
      your disclosure regarding the approval of the engagement of GPKM by the
      board of directors on August 13, 2009.  It appears that this
      disclosure is inconsistent with your statement in your response to comment
      one in our letter dated August 20, 2009 that you decided to reaffirm your
      relationship with GPKM on August 12, 2009.  Also, clarify
      whether or not you dismissed and engaged GPKM and the dates thereof or
      whether you continued the engagement of GPKM after you received the August
      12, 2009 letter from Deloitte and the date thereof.  In
      addition, clarify whether your decision to dismiss and engage GPKM or
      continue the engagement of GPKM was approved by the board of directors or
      your audit or similar committee of the board of
  directors.

        February
19, 2010

        Page
3

                ·

                Revise
      your disclosure in the third paragraph to clarify whether or not there
      were any disagreements, as defined in paragraph 4 of the instructions to
      Item 304 of Regulation S-K, regarding the accounting issues identified by
      Deloitte and under discussion when the firm concluded that it had been
      dismissed.  If there were any disagreements regarding the
      accounting issues expand your description of each of the accounting issues
      and the disagreements, including the differences of opinion and disclose
      that the issues were not resolved to Deloitte’s satisfaction as of the
      date Deloitte concluded that the firm had been
      dismissed.  Otherwise, clearly state that there were no
      disagreements regarding the accounting issues identified by Deloitte
      because the issue were under discussion when the firm concluded it had
      been dismissed.

                ·

                Disclose
      that the accounting issues identified by Deloitte were the subject of
      on-going discussions between you, Deloitte and GPKM.  In
      addition, briefly describe the views of GPKM regarding each of the
      accounting issues and request GPKM to review the disclosure required by
      Item 304(a) and provide GPKM the opportunity to furnish a letter in
      accordance with paragraph (D) of Item 304(a)(2) of Regulation S-K, or tell
      us why you believe the disclosures in Item 304(a)(2) of Regulation S-K are
      not required.  Please file any letter received from GPKM as an
      exhibit to your amended filing.

                ·

                File
      an updated letter from Deloitte stating whether the firm agrees with the
      statements made in your amended filing and, if not, stating the respects
      in which the firm does not agree.

      Response:

       The
responses to Comment #1 are reflected in the attached draft report on Form 8-K/A
addressing the changes in disclosure requested in the first seven items
identified in Comment 1, except as to:  (1) the request in the
6th item that the Company clarify whether there were any disagreements, as
defined in paragraph 4 of the instructions to Item 304 of Regulation S-K;
(2) the final clause of the second sentence of the seventh item concerning
disclosures described in Item 304(a)(2) of the Regulation S-K; and (3) the
8th item in Comment #1 (an updated letter from Deloitte).

      (1)           The
Company has concluded, based upon its conversations with representatives of
Deloitte, its review of the discussions with Deloitte during the period from May
5, 2009 to August 12, 2009, and its review of the correspondence from Deloitte
of August 12, 2009 that there were no disagreements, as defined in paragraph 4
of the instructions to Item 304 of Regulation S-K regarding the accounting
issues identified by Deloitte and under discussion when Deloitte concluded that
it had been dismissed.  However, Deloitte has requested the Company to
remove the Company’s disclosure to that effect from the draft 8-K/A and
indicated that its agreement with the 8-K/A would not extend to including that
disclosure nor that disclosure that there were disagreements would reflect the
situation.  The Company is satisfied that the draft 8-K/A accurately
discloses the status of the discussions at August 12, 2009 and understands that
Deloitte agrees with the disclosure in the draft 8-K/A.  In addition,
in the draft 8-K/A the Company believes it has fully disclosed the information
that would be relevant and required had there been any disagreements as that
term is defined in Instruction 4 to Item 304.  Therefore the Company
requests that it not be required to make this particular
disclosure.

        February
19, 2010

        Page
4

      (2)           The
Company does not believe the disclosures identified in the final clause of Item
7 are required for the following reason:

      The
Company engaged GPKM as its independent registered public accounting firm for
the fiscal year ending December 31, 2009.  Inasmuch as GPKM had been
the Company’s independent registered public accounting firm since March 12,
2008, and undertook and completed the review for both the first and second
quarters of 2009, the Company and its Board did not perceive the formal
engagement of GPKM on August 12, 2009 as the engagement of a new firm to act as
its independent registered public accounting firm and therefore did not file a
separate report on Form 8-K to that effect.  GPKM has been the
independent registered public accounting firm for the Company for all financial
reports covered by paragraph (a)(2) of Item 304 of Regulation S-K and therefore
the Company believes that the provisions of Item 304 (a)(2) and the disclosures
contemplated by that paragraph are not required.  However, the Company
notes that GPKM’s views are expressed in the draft 8-K/A.  It has also
requested GPKM to furnish the letter described in the seventh item.

      (3)           In
reference to the 8th item, the Company has furnished a copy of the draft 8-K/A
to Deloitte-Touche Tohmatsu CPA Ltd. and requested them to furnish the letter
described in this item.  Deloitte has indicated their willingness to
do so.  We will file this letter as soon as it is received or, if it
is received prior to filing of the 8-K/A, as an exhibit to that
filing.

                Comment
    2.

                We
      understand that you restated previously issued financial statements for
      the fourth and fifth accounting issues disclosed in the filing pursuant to
      Item 304(a)(1)(iv) of Regulation S-K.  Please tell us in more
      detail how you resolved the other three accounting issues and why your
      accounting for each matter complies with GAAP citing relevant
      authoritative literature.  Please also tell us why you believe
      that you are not required to provide the disclosures required by Item
      304(b) of Regulation S-K.  Otherwise provide the required
      disclosures.  In any event, please tell us the effects on your
      interim and annual financial statements had you followed the accounting
      that Deloitte apparently would have concluded was
  required.

      Response:

      The
resolution of the three accounting issues not resolved by the Company’s
restatement are set forth in the draft 8-K/A included in these responses to the
comment letter.  It is the Company’s understanding that the decisions
reached with respect to these three issues are driven by the facts and
circumstances of each situation as much as by the accounting
literature.  The Company believes that the disclosure required by Item
304(b) of Regulation S-K is not required because there were neither any
disagreements nor reportable events as described in paragraphs (a)(1)(iv) or
(a)(1)(v), respectively, of Item 304.  Nevertheless, the Company
believes that its disclosure in the draft 8-K/A with respect to these issues,
provides an adequate framework for understanding the effect on the financial
statements had the other possible treatments under consideration been
applied.

        February
19, 2010

        Page
5

                Comment
    3.

                We
      note that the representations requested in connection with the response to
      our comment letter dated August 20, 2009 were provided by your legal
      counsel on page 4 of your response letter dated January 6,
      2010.  Please provide the requested representations from a duly
      authorized representative of China Recycling Energy
      Corporation.

      Response:

      The
requested representations are included in a letter from the Company signed by
its Chief Financial Officer.

      Should
you have further comments or require further information, or if any questions
should arise in connection with this submission, please call me at (404)
527-4990 or Mr. James Thornton at (404) 527-8118.

                  Very
      truly yours,

                  /s/
      Thomas Wardell

                  Thomas
      Wardell

                cc:

                Tony
      Peng, CFO, China Recycling Energy
Corp.

      Jeffrey
Li, Esq.

      James L.
Thornton, Esq.

      UNITED STATES

      SECURITIES AND EXCHANGE
COMMISSION

      Washington, DC 20549

      FORM 8-K/A

      (Amendment No. 1)

      CURRENT REPORT

      Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934

      Date of Report (Date of earliest event
reported):

      May 11,
2009

      CHINA RECYCLING ENERGY
CORPORATION

      (Exact name of registrant as specified
in its charter)

                Nevada

                000-12536

                90-0093373

                (State or other jurisdiction of
      incorporation)

                (Commission File
      Number)

                (IRS Employer Identification
      No.)

                0000721693

                4911-Electric
      Services

                06628887

                (Central Index
      Key)

                (Standard Industrial
      Classification)

                (Film
    Number)

      Suite 909, Tower B

      Chang An International
Building

      No. 88 Nan Guan Zheng
Jie

      Xi An City, Shan Xi
Province

      China 710068

       (Address of principal executive
offices, including zip code)

      (011)
86-29-8769-1097

      (Registrant’s telephone number,
including area code)

      Not Applicable

      (Former name or former address, if
changed since last report.)

      Check the appropriate box below if the
Form 8-K filing is intended to simultaneously satisfy the filing obligation of
the registrant under any of the following provisions (see General Instruction
A.2. below):

      £
Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)

      £
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)

      £
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
(17 CFR 240.14d-2(b))

      £
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act
(17 CFR 240.13e-4(c))

                Item
      4.01

                Changes
      in Registrant's Certifying
Accountant.

      This
8-K/A is filed to amend previous Forms 8-K as follows:  the
disclosures in Item 4.01 of Form 8-K filed on May 11, 2009, the disclosures in
Item 8.01 of Form 8-K filed August 11, 2009 and the disclosures in Item 4.01 of
Form 8-K filed on August 18, 2009.  All of these disclosures concerned
the plan of China Recycling Energy Corporation (the “Company”) to change its
independent registered public accounting firm from Goldman Parks Kurland
Mohidin, LLP (“GPKM”) to Deloitte-Touche Tohmatsu CPA Ltd. (“Deloitte”) for the
fiscal year ended December 31, 2009, and events which occurred that changed that
plan and resulted in the Company’s ultimate decision to continue its
relationship with GPKM as the Company’s independent registered public accounting
firm for the fiscal year ending December 31, 2009.  The Company is
filing this 8-K/A to clarify and amplify those disclosures and,