SecProbe.io

Mail Stop 3030
October  30, 2015

Via E -mail
Mr. Richard H. Gross
Chief Financial  Officer
Midwest Energy Emissions Corp.
670 D Enterprise Drive
Lewis Center, OH   43035

 Re: Midwest Energy Emissions Corp.
  Form 10-K for the Year Ended December 31, 201 4
Filed March 20, 201 5
File No. 000-33067

Dear M r. Gross :

We have limited our review  of your filing  to the financial statements and related
disclosures and have the following 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 these comments  within ten busine ss days by providing the requested
information or advis e us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.

After reviewing your response to these  comments, we may have  additional comments.

Form 10 -K for the Year Ended December 31, 2014

Management’s Discussion and Analysis of Financial Condition and Results of Operations, page
14

Results of Operations, page 15

1. We note the significant increase in revenues during 2014.  While we note the di sclosures
included in the financial statements at page 31, please revise this section in future filings
to include a robust discussion of the reasons for the changes in your revenues.  Please
refer to Item 303(a)(3) and Instruction 4 to Item 303(a) of Regu lation S -K.

Mr. Richard H. Gross
Midwest Energy Emissions Corp.
October 30, 2015
Page 2

 Consolidated Statements of Operations, page 24

2. We note that you are presenting stock compensation in a separate line item on the face of
your statements of operations.  Please revise the statement s in future filings to present the
expense related to share -based payment arrangements in the same line or lines as cash
compensation paid to the same employees.  Refer to our guidance provided in SAB Topic
14F.

Exhibits 32.1 and 32.2

3. We note that your ce rtifications refer to the Form 10 -K for the period ended December
31, 2013.  Please file an amendment  to your Form 10 -K that includes  the entire filing,
including Exhibit 31 certifications, together with corrected Exhibit 32 certification s that
refer to th e Form 10 -K for the period ended December 31, 2014 .

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 Exchange Act of
1934 and all ap plicable Exchange 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.

 In responding to our com ments, please provide  a written statement from the company
acknowledging that:

 the company is responsible for the adequacy and accuracy of the disclosure in the filing;

 staff comments or changes to disclosure in response to staff comments do not foreclos e
the Commission from taking any action with respect to 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.

You may contact David Burton at (202) 551 -3626  or Lynn Dicker, Senior Accountant , at
(202) 551 -3616 with any questions .  You may also reach  me at (202) 551 -3662.

Sincerely,

 /s/ Lynn Dicker for

Kevin Kuhar
Accounting Branch Chief
Office of Electronics and Machinery