SecProbe.io

Mail Stop 3561
December 1 5, 2017

Mr. 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.
 Form 10-K for Fiscal Year Ended December 31, 2016
Filed March 7, 2017
Form 10 -Q for Fiscal Quarter Ended September 30, 2017
Filed November 2, 2017
File No. 001 -33480

Dear  Mr. Littlefair :

We have reviewed your filing s and have the following comment.  In our comment, we
may ask you to provide us with information so we may better understand your disclosure.

Please respond to this comment  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
commen t applies to your facts and circumstances , please tell us why in your response.

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

Form 10 -Q for Fiscal Q uarter Ended September 30, 2017

Financial Statements

Note 2 – Asset Impairments, Other Charges and Inventory Valuation Provision, page 7

1. We note from your disclosures that as a result of the asset impairments recorded during
the third quarter you determ ined that sufficient indicators of impairment existed to trigger
interim goodwill impairment testing and that as a result of that testing you concluded that
it was more likely than not that the fair value of your reporting unit exceeded its carrying
value at September 30, 2017 and no impairment was required.  It appears that at
September 30, 2017, based on the price of your common stock as of September 29, 2017,
the net book value of your stockholders’ equity exceeded your market capitalization by
approxima tely $91.1 million.  In order to help us understand how you determined the fair
value of your reporting unit, please address the following comments:

Mr. Andrew J. Little fair
Clean Energy Fuels Corp.
December 15 , 2017
Page 2

 Tell us how you determined that you have a single reporting unit.

 Tell us in reasonable detail how you determined the fair value of your reporting unit.
Please include the specific method(s) utilized.

 Tell us the material assumptions used under each method utilized.  Examples might
include: how cash flows were estimated, the discount rate used, the principal market
and market participants selected.  Please ensure your response addresses how you
determi ned each of the assumptions used was appropriate.

 If you utilized multiple approaches in determining fair value, please tell us the
relative weighting assigned to each method  and how you determined the weighting
was appropriate.

 Please provide us wit h a reconciliation of the fair value of your reporting unit to your
market capitalization.  If applicable, provide support for any control premiums.  Refer
to ASC 350 -20-35-22 and -23.

We remind you that the company and its management are responsible for  the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.

You may contact Sondra Snyder, Staff Accountant , at (202) 551 -3332  or Elizabeth
Sellars, Staff Accountant at (202) 551 -3348  if you have questions regarding comments on the
financial statements and related matters ; or me at (202) 551 -3737  with any other questions.

Sincerely,

 /s/ Jennifer Thompson

Jennifer Thompson
Accounting Branch Chief
Office of Consumer Products