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October 18, 2022
Robert Vreeland
Chief Financial Officer
Clean Energy Fuels Corp.
4675 MacArthur Court
Suite 800
Newport Beach, CA 92660
Re:Clean Energy Fuels Corp.
Form 10-K for the Fiscal Year ended December 31, 2021
Filed February 24, 2022
File No. 001-33480
Dear Robert Vreeland:
            We have reviewed your September 7, 2022 response to our comment letter 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 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, please tell us why in your response.
            After reviewing your response to these comments, we may have additional
comments.  Unless we note otherwise, our references to prior comments are to comments in our
August 8, 2022 letter.
Form 10-K for the Fiscal Year ended December 31, 2021
Business
Properties, page 31
1.We understand from your response to prior comment two that you prefer to refrain from
disclosing the extent to which you own, operate or only supply the fueling stations in your
network, providing details of the arrangements under which you operate and supply
fueling stations that you do not own, and addressing utilization of the network.

Please provide us with the requested details, concerning ownership, the operating
and supply agreements, and utilization; and clarify the number of stations in each category
that are covered by your fuel supply agreements, O&M service agreements, or both.

 FirstName LastNameRobert Vreeland
 Comapany NameClean Energy Fuels Corp.
 October 18, 2022 Page 2
 FirstName LastNameRobert Vreeland
Clean Energy Fuels Corp.
October 18, 2022
Page 2
Management's Discussion and Analysis of Financial Condition and Results of Operations
Performance Overview, page 36
2.We note your response to prior comment four clarifying that all of your RNG and
conventional natural gas is purchased from third-party suppliers, and that you refer to the
disclosure revisions proposed in response to prior comment three, although these do not
appear to include a clear statement to this effect.

Please revise your disclosures in the Overview sections on pages 3 and 34, and under The
Company and Nature of Business section on page 64, including disclosures explaining
that you are "focused on developing, owning, and operating dairy and other livestock
waste RNG projects," to clarify that you do not presently source RNG from any projects
that you own or operate, and that you rely completely on purchases of RNG and
conventional natural gas to fulfill your obligations to sell fuel products.
3.We note that in the first and third tabulations on page 37, you combine RNG sales
volumes with delivery volumes, and in the second and fourth tabulations on page 37, you
separately report RNG volume sales, but do not separately report conventional natural gas
volume sales, which is identified as a revenue source on page 68.

Please expand your disclosures to clarify how the volumetric measures are correlated with
your product and service revenues.  For example, explain whether O&M service revenues
are recognized for all RNG and conventional natural gas volumes sold, in addition to the
sales price of these products, and whether delivery volumes are limited to those for
which service revenues are based on delivery volumes rather than fixed prices.

If such measures are not fully correlated with the product and service revenues as
presented on page 60, revise the presentation as necessary to report the sales volumes and
delivery volumes underlying these revenues.  Please clarify how volumes of conventional
natural gas sold are represented in your tabulations.
Results of Operations, page 47
4.We note that you proposed revisions in response to prior comment six, to more clearly
align your discussion and analysis with the activity reported in your financial statements,
although it remains unclear how you would supplement the table of percentages on page
48 with numerical data to provide adequate context, or how you would reconcile these
details with those in the revenue tables under Performance Overview on page 36.

We also note that in describing product revenue for 2021, you identify several
components that declined relative to the prior year, and indicate these were offset by an
increase of $60.5 million, which you partially attribute to "an increase in GGEs delivered
and higher natural gas prices...and an increase in RNG volumes delivered."

 FirstName LastNameRobert Vreeland
 Comapany NameClean Energy Fuels Corp.
 October 18, 2022 Page 3
 FirstName LastName
Robert Vreeland
Clean Energy Fuels Corp.
October 18, 2022
Page 3
Given that you separately report service revenues that include per gallon fees based on
volumes delivered, please further clarify whether your references to GGEs delivered and
volumes delivered when discussing product revenues are synonymous with volumes sold
in this context, and clarify how GGEs delivered (or sold) are distinguished from RNG
volumes delivered (or sold), as well as deliveries (or sales) of conventional natural gas.

Please further revise your disclosures to address the concerns outlined above, also to
quantify the volumetric activity that is distinctly correlated with service revenues, and
separately with product revenues, and to differentiate between volumetric and price
changes when quantifying revenues associated with these changes.
Financial Statements
Note 2 - Revenue from Contracts with Customers, page 73
5.We note that in response to prior comment eight you suggest that the nature, amount,
timing, and uncertainty of revenues and cash flows from sales of fuel, O&M services, and
RIN and LCFS credits are all affected by economic factors in a similar manner.

However, on pages 43 and 54 you indicate that you are generally subject to market price
risk with respect to sales of natural gas, either directly or via hedging arrangements, while
on pages 5 and 37 you indicate that you generally charge either a fixed or set per gallon
fee in exchange for O&M services. We also note disclosure on page 43, describing the
markets for RINs and LCFS credits as "volatile and unpredictable," having "significant
fluctuations" in prices, and subject to changes in the federal and state programs under
which these credits are generated and sold, among other factors.

Under Rule 5-03 of Regulation S-X, revenues must be reported for several categories
based on distinctions in the nature of the revenues, i.e. sales of tangible products, revenues
from services, and other revenues must be presented separately.

Given the various and differing exposures to economic factors, we continue to believe that
revenues from sales of fuel, O&M Services, and RIN and LCFS credits should be
disaggregated under this heading with details comparable to those appearing on pages 36
and 60, although references to "RNG and conventional natural gas" should also be revised
to clarify the extent to which conventional natural gas is sold without RNG.
            You may contact Mark Wojciechowski, Staff Accountant, at (202) 551-3759 or Karl
Hiller, Branch Chief, at (202) 551-3686 with any questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation