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CORRESP
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    Albany

    Northern Virginia

    Atlanta
    Orange County

    Brussels
    Rancho Santa Fe

    Denver
    mckennalong.com
    San Diego

    Los Angeles

    San Francisco

    Miami

    Seoul

    New York

    Washington, DC

    Thomas Wardell

    email address

    404.527.4990

    twardell@mckennalong.com

April 25, 2014

Via EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, NE

Washington, D.C. 20549-0405

    Attn:
    Mara Ransom, Assistant Director

    Lilyanna Peyser, Legal Branch Chief

    Scott M. Anderegg

 Re: China Recycling Energy Corporation

Registration Statement on Form S-3

  Filed March 10, 2014

File No. 333-194470

Dear Ms. Ransom:

On behalf of our
client, China Recycling Energy Corporation (“CREG” or the “Company” and sometimes referred to as “we”
or “our”), this firm is filing a response to the SEC Comment Letter, dated April 3, 2014, in connection with complying
with the issues and outstanding disclosure items set forth therein. For convenience of reference, we have included, in this response
letter, the same caption and paragraph number, as well as the text of the comment, set forth in your April 3, 2014 comment letter
followed by our response.

General

 Comment 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 immediately 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.

United States Securities and Exchange Commission

April 25, 2014

Page 2

Response:

As explained in my
telephone message exchange with Mr. Anderegg, the Form 8-K, although unclear in the form submitted, was, in fact, timely filed
on September 16, 2013.

The Form 8-K, as well
as the underlying transaction documents attached as Exhibits 10.1 and 10.2 to the Form 8-K, inaccurately reflected an “as
of” effective date as the date of execution.

The date pre-printed
on the cover page of the agreement was intended to reflect the effective date of the agreement and not the date that a definitive,
binding agreement was entered into by the parties (i.e., the execution date), even though that cover page expressly states that
the agreement was “signed on September 5, 2013.” The agreement also states clearly in Item Eighteen "Others",
paragraph 5, that the agreement "will take effect upon the Parties or their representatives execution of the Agreement."
The Company signed the agreement on September 5, 2013 and sent it to the counterparty Pucheng Xin Heng Yuan Biomass Power
Generation Corporation for execution and return. However, Pucheng Xin Heng Yuan Biomass Power Generation Corporation, did
not sign and enter into the Biomass Power Generation Asset Transfer Agreement and the Biomass Power Generation Project Lease Agreement
until September 11, 2013. Attached as Appendix A please find a Signed Confirmation Letter from Pucheng Xin Heng Yuan Biomass
Power Generation Corporation confirming, and attesting to, the September 11, 2013 execution date. Upon receipt of the counterparty's
signed signature page, the Company promptly prepared and filed the Form 8-K within the required time limit.

As the parties did
not actually enter into a binding, reportable transaction until September 11, 2013, the Company's filing on September 16, 2013
was timely. To clarify the language of the Form 8-K and reflect the accurate execution date, the Company is prepared to file an
amendment to the at-issue Form 8-K. However, given the clarification provided by this correspondence filing, combined with the
fact that an untimely filing under Item 1.01 would not on a standalone basis affect S-3 eligibility, the Company is respectfully
requesting that it not be required to do so.

In addition, as reflected
in the Form S-3 filed on March 10, 2014, the settlement and closing of the unregistered securities issuance to Pucheng Xin
Heng Yuan Biomass Power Generation Corporation, necessitating disclosure under Item 3.02, did not occur until October 29, 2013.

Selling Stockholders, Page 5

 Comment 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 underwriter if the shares were not issued as underwriting compensation. For a selling shareholder
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 registration 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.

Response:

With this Response
Letter we are confirming that to the Company's best knowledge, the selling shareholder is not a registered broker-dealer
or an affiliate of a broker dealer .

United States Securities and Exchange Commission

April 25, 2014

Page 3

Exhibit 5.1 – Opinion of McKenna Long & Aldridge
LLP

 Comment 3: We note the language in the fifth paragraph 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.

Response:

We respectfully disagree
that the at-issue paragraph –

"This opinion letter is provided
for use solely in connection with the resale of the Common Stock covered by the Registration Statement and may not be furnished
to, quoted from or relied upon by any other person, firm, or corporation without our express written consent."

- is an unacceptable
limitation on reliance or is contrary to the SEC's position as set forth in Staff Legal Bulletin No. 19 "Legality and Tax
Opinions in Registered Offerings," which specifically prohibits an opinion from limiting reliance solely to the issuer or
its board of directors on the basis that purchasers of the securities in the offering are entitled to rely on the opinion. We agree
with this position, and our counsel's opinion does not make any such limitation. Our counsel's opinion states that it is "for
use in connection with the resale of the Common Stock covered by the Registration Statement." It is implicit that all investors/purchasers
of the underlying common stock are entitled to rely on our counsel's legal opinion. Further, this issue has arisen in earlier registration
statements filed by the Company, and the SEC has agreed to this language.

With this Response
Letter, we confirm that Exhibit 5.1 (Opinion of McKenna Long & Aldridge) covers, without exception, the resale of the common
stock covered by the resale registration statement and all purchasers of such common stock are entitled to rely on our counsel's
legality opinion.

Acknowledgement

The Company acknowledges
that the Company is responsible for the adequacy and accuracy of the disclosure in the filing and staff comments or changes to
disclosure in response to staff comments do not foreclose the Commission 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 as a defense in any proceeding initiated by the Commission or any person under the federal securities laws
of the United States.

I will confirm with
you within the next 48 hours whether our response is satisfactory; however, if, before that time, you have any further comments
or require any further information or if any questions should arise in connection with this submission, please call me at (404)
527-4990 or Mr. Jay Shah at (404) 527-4593.

United States Securities and Exchange Commission

April 25, 2014

Page 4

Very truly yours,

/s/ Thomas Wardell, Esq.

Thomas Wardell, Esq.

    cc:
    David Chong, CFO, China Recycling Energy Corp.

    Jeffrey Li, Esq.

    Jay V. Shah, Esq.