SecProbe.io

Mail Stop 3561

September 3, 2015

Andrew J. Littlefair
President and Chief Executive Officer
Clean Energy Fuels Corp.
4675 MacArthur Court, Suite 800
Newport Beach, CA 92660

Re: Clean Energy Fuels Corp.
Registration Statement on Form S-3
Filed August 6, 2015
File No. 333-206121
Form 10 -K for the Fiscal Year Ended December 31, 2014
Filed February 26, 2015
File No. 001 -33480

Dear Mr. Littlefair :

We have reviewed your filings and have the following comments.  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 b etter
understand your disclosure.

With respect to your registration statement, p lease respond to this letter by amending
your registration statement and providing the requested information .  With respect to your Form
10-K listed above, please respond to t hese comments within ten business days by providing the
requested information or advise us as soon as possible when you will respond.  If you do not
believe our comments apply to your facts and circumstances or do not believe an amendment is
appropriate, p lease  tell us why in your response.

After reviewing any amendment to your filings  and the information you provide in
response to these  comments, we may have  additional comments.

Registration Statement on Form S -3

General

1. Please note that we will coordi nate any request to accelerate effectiveness of your
registration statement with resolution of all issues related to the Form 10 -K for the fiscal
year ended December 31, 2014.

Andrew J. Littlefair
Clean Energy Fuels Corp.
September 3, 2015
Page 2

 Cover Page of the Registration Statement

2. We note that the fee table includes c ommon stock, preferred stock, debt securities,
warrants, rights and units.  However, the prospectus cover page also states that the
securities being registered includes depositary shares and omits a reference to rights.
Please revise to reflect consistent ly the securities being registered.

Exhibit 5.1.  Opinion of Morrison & Foerster LLP

3. We note from the cover page of your prospectus that you are offering common stock,
preferred stock, debt securities, warrants, rights, and units.  However, it appears that your
legal counsel has not opined on the validity of the rights being registered in the offering.
Please have counsel revise the opinion to opine on all of the securities being registered .

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

Item 7.  Management’s Discussion and Analysis of Financial Condition and Results of
Operations

Key Operating Data, page 36

4. We note that your calculation of gasoline gallon equivalents (“GGE’s”) delivered
includes amounts dispensed at stations where you provide O&M service but do not sell
the CNG or LNG, as well as your proportionate share of GGE’s sold by your former
equity me thod joint venture and your proportionate share of RNG GGE’s produced and
sold as pipeline quality natural gas by your RNG production facilities.  We also note that
your discussion of revenues within results of operations primarily focuses on GGE
fluctuati ons.  Considering a GGE delivered at an owned station does not have the same
financial statement impact as a GGE delivered at an O&M station or an investee -owned
station, please tell us what consideration you gave to separately quantifying delivered
GGE’s related to your O&M stations and equity method investments.  For example, we
note that you only receive a per -gallon fee for O&M sales and that sales made by equity
method investees are not recognized within your revenues.  In your response, quantify for
us the GGE’s delivered related to these sources for the periods presented.  Please also tell
us why you reference “proportionate share” as it pertains to your RNG operations.

Critical Accounting Policies

Impairment of Goodwill and Long -Lived Assets, page 45

5. We note your disclosure within your discussion of critical accounting policies on page
45, as well as your disclosure on page 69 that there were no impairment charges for
goodwill.  You disclose the different methods you may assess goodwill for im pairment,
including either the initial qualitative assessment or step one of the quantitative

Andrew J. Littlefair
Clean Energy Fuels Corp.
September 3, 2015
Page 3

 assessment.  Please describe the goodwill impairment analysis you performed at your
assessment date and, in doing so, tell us the composition of your reporting un its.  If a
qualitative analysis was performed, please describe your analysis, tell us whether you
concluded it was more likely than not that the fair value of any of your reporting units
was less than its carrying value and the relevant factors you conside red, including but not
limited to the factors discussed at ASC 350 -20-35-3(c).  In this regard, we note you have
reported recurring operating losses, net losses, and cash used in operating activities.  If a
step one quantitative analysis was performed, ple ase describe your analysis to us and tell
us whether the fair value of any of your reporting units were at risk of failing step one of
the impairment test.  Please note that a reporting unit is at risk of failing step one if it has
a fair value that is not  substantially in excess of their carrying value.  If no reporting units
are at risk based on your most recent impairment test, or if material goodwill is allocated
to a reporting unit that is at risk but you believe a material impairment charge is unlikel y
even if step one was failed, please disclose this to your readers as we believe it provides
them with valuable information in assessing the sensitivity of your goodwill to future
impairment.  Alternatively, if a reporting unit is at risk of failing step one of the
impairment test and a material impairment charge could occur, please disclose the
following:

 The percentage by which fair value exceeded carrying value as of the date of the most
recent test;

 The amount  of goodwill allocated to the reporting u nit;

 A description  of the methods and key assumptions used and how the key assumptions
were determined;

 A discussion  of the degree of uncertainty associated with the key assumptions.  The
discussion regarding uncertainty should provide specifics to the e xtent possible (e.g.,
the valuation model assumes recovery from a business downturn within a defined
period of time); and

 A description  of potential events and/or changes in circumstances that could
reasonably be expected to negatively affect the key assumptions.

Item 8.  Financial Statements and Supplementary Data

Consolidated Statements of Comprehensive Income (Loss), page 64

6. We note  your presentation of the elements of comprehensive income net of tax.  Please
tell us how you have complied with the requirement to present tax impacts as required by
ASC 220 -10-45-11 and -12.  Please also tell us how you have complied with the
requiremen t to present reclassification adjustments to and accumulated balances of each

Andrew J. Littlefair
Clean Energy Fuels Corp.
September 3, 2015
Page 4

 component of accumulated other comprehensive income as required by ASC 220 -10-45-
14A through 17B.

Notes to Consolidated Financial Statements

(1) Summary of Significant Accounti ng Policies

Revenue Recognition, page 71

7. We note that you recognize revenues from various sources, including CNG sales, LNG
production and sales, operation and maintenance services, station construction and
engineering operations, RNG production and sale s, natural gas fueling compressor
operations, vehicle acquisition and finance operations, federal fuel tax credits, and sales
of RINs and LCFS credits.  As required by ASC 280 -10-50-40, please disclose revenues
for each group of similar products and servic es.  Show us what your disclosure would
have looked like for the historical periods presented.

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, all
applicable Securities  Act rules , the Securities Exchange Act of 1934, all applicable 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 di sclosures
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 c ompany
acknowledging that:

 should the Commission or the staff, acting pursuant to delegated authority, declare the
filing effective, it does not foreclose the Commission from taking any act ion 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 th e disclosure in the filing; and

 the company may not assert staff comments an d 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.

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

Andrew J. Littlefair
Clean Energy Fuels Corp.
September 3, 2015
Page 5

 public offering of the securities specified in the above registration statement.  Please allow
adequate time  for us to review any amendment prior to the requested effective date of the
registration statement.

In responding to our comments on the Form  10-K listed above, please provide a written
statement from the company acknowledging that:

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

 staff comments or changes to disc losure in response to staff comments do not foreclose
the Commission from  taking any action with respect to the filings; and

 the company may not assert staff comments as a defense in any proceeding initiated by
the Commission or any person under the feder al securities laws of the United States.

You may contact Jarrett Torno, Staff Accountant, at (202) 551-3703  or Andrew Blume,
Staff Accountant, at (202) 551-3254  if you have questions regarding comments on the financial
statements and related matters.  Ple ase contact Dean Brazier, Staff Attorney, at (202) 551 -3485 ,
Lisa Kohl , Legal Branch Chief, at (202) 551-3252 , or me at (202) 551 -3720 with any other
questions.

Sincerely,

/s/ Lisa M. Kohl for

Mara Ransom
Assistant Director
Office of Consumer Products