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Writer's Direct Line: 858-720-8942

jhentrich@sheppardmullin.com

VIA ELECTRONIC TRANSMISSION

May
9, 2007

H.
Christopher Owings

Assistant Director

Division of Corporation Finance

Securities and Exchange Commission

100 F Street, N.E.

Washington, DC 20549-6010

Re:

Clean Energy Fuels Corp.

Amendment No. 2 to Registration Statement on Form S-1 (the "Registration Statement")

Filed May 4, 2007

File No. 333-137124

Dear
Mr. Owings:

        On
behalf of Clean Energy Fuels Corp. (the "Company"), set forth below are the Company's responses to the comments received from the staff (the "Staff") of the Securities and Exchange
Commission in
the Staff's comment letter dated May 8, 2007. The numbers of the responses and headings set forth below correspond to the numbered comments and headings on the letter from the Staff. For convenience,
the text of the Staff's comments appears in italics in each item below.

General

1.We note that you expect your initial public offering price will be between $13 and $17 per share. However, this price range is too wide. Therefore, please
disclose a more narrow range for your offering price.

Response: Based on the Company's discussions with the Staff and the Staff's concurrence, the Company will be retaining the current price range in the
preliminary prospectus. The Company understands that no supplemental information is required regarding the price range.

Sales of Common Stock, page 97

2.We note your response to comment 46 in our letter dated October 3, 2007. Please disclose how each of your selling shareholders received the beneficially owned
shares.

Response: In the Amendment No. 3 to the Registration Statement filed of even date herewith ("Amendment No. 3"), the Company discloses how each of
its selling stockholders received the beneficially owned shares in the footnotes to the table set forth in the Principal and Selling Stockholders section. See pages 101-102 of Amendment
No. 3.

Fiscal Year Ended December 31, 2006 Compared to Fiscal Year Ended . . . , page 43

3.We note your response to comment 8 in our letter dated April 25, 2007 and were unable to recompute the volume component of gas sales change, which you backed
into in your calculation. Based on the change in volumes disclosed on page 43, we calculated a volume variance of $14.4 million rather than $9.2 million. Please advise or revise to disclose the extent
to which the increase in revenue is attributable to price and volume increases and ensure that price and volume variances can be recomputed based on the disclosed changes in price per gasoline gallon
equivalent and gasoline gallon equivalents delivered.

Response: In response to the Staff's comment, the Company has revised its disclosure on page 43 of Amendment No. 3 to calculate volume variance
using the same methodology as the Staff. Accordingly, in calculating the extent to which an increase in revenue between periods is attributable to price increases, the Company intends to eliminate the
impact of tax credits (VETC) on the effective price per gallon in 2006, which change the Company notes will cause the 2006 effective price per gallon to be essentially the same as the 2005 effective
price per gallon. The Company has also disclosed the volume component of its revenue change between periods.

Principal and Selling Stockholders, page 99

4.We note your response to comments 47 and 48 in our letter dated October 3, 2007. In this regard, we note that you are registering the re-sale of an aggregate of
10,000,000 shares of common stock. Given the size relative to the number of shares outstanding held by non-affiliates, the nature of the offering, and the selling security holders, this re-sale
transaction appears to be a primary offering. Therefore, please revise your document to identify your affiliates, such as Boone Pickens, Perseus ENRG Investment, L.L.C., Madeleine Pickens, and Andrew
J. Littlefair. It appears that, based upon the disclosure in your Plan of Distribution section, the re-sale offering is being underwritten with the same terms and price as your primary offering. If
you disagree with our determination, please advise the staff of the company's basis for determining that this aspect of the transaction is appropriately characterized as a transaction that is eligible
to be made under Rule 415(a)(1)(i). In this regard, please address the factors referred to in telephone interpretation no. D.29 under Securities Act Rule 415 in the Manual of Publicly Available
Telephone Interpretations.

Response: In response to the Staff's comment, in Amendment No. 3, the Company discloses which selling stockholders are affiliates of the Company
in the footnotes to the table in the Principal and Selling Stockholders section. The Company agrees with the Staff's statement that, based upon the disclosure in the Plan of Distribution section of
the Registration Statement, the re-sale offering is being underwritten with the same terms and price as the Company's primary offering.

        The
Company supplementally advises the Staff that the re-sale offering will not be made on a delayed or continuous basis pursuant to Rule 415. However, assuming that Rule 415 were
applicable to the re-sale offering, the Company respectfully submits to the Staff that the re-sale offering is a bona fide secondary offering and would meet the criteria of Rule 415(a)(1)(i), as the
shares will be sold entirely for the account of the selling stockholders and will not in any way be offered or sold on behalf of the Company, a subsidiary of the Company or a person of which the
Company is a subsidiary. The Company notes that it will receive no proceeds related to the sale of shares by the selling stockholders in the re-sale offering.

        The
six factors set forth in telephone interpretation no. D.29 support the Company's position that the re-sale offering is a secondary offering and not a primary offering. Each factor is
discussed in detail below:

1.How long the selling stockholders have held the shares.

        Other
than shares to be issued to certain selling stockholders upon the exercise of employee stock options (all of which options were granted more than a year ago), at the time of sale,
each selling stockholder will have held the shares to be sold for more than one year (and, in the case of certain selling stockholders, including Boone Pickens, for almost six years). By way of
illustration, set forth below is a description of how, when and in what context each selling stockholder identified by the Staff acquired the shares beneficially owned by such stockholder:

2

 Boone Pickens

        Mr.
Pickens (together with an affiliated trust, which subsequently transferred all shares to Mr. Pickens) acquired the shares beneficially owned by him as follows:

•in
June 2001, an aggregate of 2,330,765 shares in connection with the Company's acquisition of Pickens Fuel Corp.;

•in
February 2002, an aggregate of 393,750 shares in connection with a private placement;

•in
December 2002, June 2004 and September 2004, an aggregate of 1,152,283 shares upon the exercise of warrants which were issued in connection with a February 2002 private
placement;

•in
May 2005, November 2005 and April 2006, an aggregate of 10,135,135 shares pursuant to capital calls related to an April 2005 Equity Option Agreement;

•in
October 2005, 9,850,767 shares in connection with the purchase of a controlling stake in the Company from Terasen, Inc. (formerly BC Gas, Inc.) and three other
stockholders; and

•in
April 2006, an aggregate of 1,179,953 shares in connection with the conversion of secured convertible promissory notes issued in June 2001.

        In
February 2006, Mr. Pickens sold a total of 6,894,270 of these shares to various purchasers (including his wife, Madeleine Pickens). Mr. Pickens also transferred 1,000,000 of these
shares to Boone Pickens Interests, Ltd., one of his affiliates. Mr. Pickens also beneficially owns 15,000,000 shares which are subject to a warrant issued in December 2006 pursuant to an obligation
transfer and securities purchase agreement, which warrant will not be exercised in connection with this offering.

 Perseus ENRG Investment, L.L.C.

        Perseus
ENRG Investment, L.L.C. (together with affiliated funds, which subsequently transferred all shares to Perseus ENRG Investment, L.L.C.) acquired the shares beneficially owned by
it as follows:

•in
December 2002, 3,247,837 shares in connection with the Company's acquisition of Blue Energy & Technologies, L.L.C. (Blue Energy);

•in
December 2002, June 2004 and September 2004, an aggregate of 1,720,116 shares upon the exercise of a warrant which was issued in connection with the Company's acquisition
of Blue Energy; and

•in
May 2005, November 2005 and February 2006, an aggregate of 1,689,189 shares pursuant to capital calls related to an April 2005 Equity Option Agreement.

 Madeleine Pickens

        Mrs.
Pickens acquired her shares from Mr. Pickens in February 2006 pursuant to a Stock Purchase and Buy-Sell Agreement.

 Andrew Littlefair

        Mr.
Littlefair acquired his shares from Mr. Pickens in February 2006 pursuant to a Stock Purchase and Buy-Sell Agreement. Mr. Littlefair also beneficially owns 735,000 shares subject to
employee stock options exercisable within 60 days of March 31, 2007.

2.Circumstances under which the selling stockholders received their shares.

3

        As
described above, the selling stockholders acquired shares from the Company in various transactions since 2001 (all of which are unrelated to this offering), including from strategic
acquisitions, private placements from the Company, private placements from current and former stockholders, and the exercise of warrants and employee stock options. To the Company's knowledge (based
on written representations made by each selling stockholder to the Company), no selling stockholder acquired shares from the Company with a view towards re-distribution or otherwise intended to act as
an underwriter for such shares. This investment intent is further evidenced by the fact that the selling stockholders have held their shares for long periods of time (other than shares which may be
exercised by certain selling stockholders in connection with this offering).

3.The relationship of the selling stockholders to the issuer.

Of
the 38 selling stockholders:

•Eight
are current and former executive officers and directors of the Company;

•One
is a private equity fund that acquired shares in the Company primarily in connection with the Company's acquisition of Blue Energy in 2002 (Perseus ENRG Investment,
L.L.C.);

•One
is a publicly-traded Canadian corporation engaged in the business of designing natural gas engines and fuel systems (Westport Innovations, Inc.), which primarily
acquired shares in connection with the formation of the Company in June 2001;

•Five
are non-executive officer employees of the Company; and

•23
are individuals who purchased shares from Mr. Pickens in February 2006 pursuant to a Stock Purchase and Buy-Sell Agreement.

None
of the selling stockholders has agreed to sell shares on behalf of the Company or otherwise agreed to act as an underwriter with respect to such shares.

4.The amount of shares involved.

        The
Company acknowledges that the shares to be sold in the re-sale offering comprise a substantial portion (50%) of the total offering. However, although the 38 selling stockholders
collectively are
selling a large number of shares, that fact is not conclusive evidence that any individual selling stockholder is acting as an underwriter or otherwise selling shares on behalf of the Company.

5.Whether the selling stockholders are in the business of underwriting securities.

        To
the Company's knowledge (based on written representations made by each selling stockholder to the Company), no selling stockholder is a broker-dealer, affiliate of a broker-dealer or
otherwise engaged in the business of underwriting securities. Additionally, as described above, each of the selling stockholders has represented to the Company in writing that such stockholder has no
agreements or understandings, directly or indirectly, with any person to distribute the shares acquired from the Company. The Company further notes that no issuance of shares covered by the
Registration Statement was conditioned on the prior effectiveness of a registration statement or otherwise on any selling stockholder's ability to resell the underlying shares.

6.Whether under all the circumstances it appears that the selling stockholder is acting as a conduit for the issuer.

        The
Company respectfully submits to the Staff that the selling stockholders are not acting as conduits through which the Company may access the public capital markets. By way of
illustration, the Company and the selling stockholders are selling shares to the underwriters at a discount of 5.85% to the initial public offering price. Assuming for the sake of argument that (1)
the Company were using the selling stockholders as a conduit to sell shares to the public, and (2) the Company were selling shares directly to the selling stockholders for proceeds of $3.41 per share
(the maximum

4

consideration
for which the Company has issued shares to any selling stockholder), the Company would be selling shares "through the conduit" at an effective discount of 77.3% to the initial public
offering price (assuming a $15.00 initial public offering price, the mid-point set forth in the preliminary prospectus). Accordingly, as the Company is already registering this offering on a long-form
registration statement, the Company respectfully submits that if it desired to issue and sell more shares in this offering, it would do so by selling more shares directly to the underwriters at a
5.85% discount, not by selling shares "through the conduit" at a 77.3% discount. For this reason and the other reasons stated above, the Company believes the offer and sale of shares by the selling
stockholders is entirely for the selling stockholders' own account, and not in any way on behalf of the Company, and therefore such offer and sale qualifies as a bona fide secondary offering.
Additionally, the selling stockholders did not have a pre-existing arrangement with the Company regarding the initial public offering process, and had no assurance that their shares could ever be
resold in the public market. Furthermore, under the Company's registration right agreement, to which the selling stockholders are a party, the selling stockholders do not have the right to require the
Company to commence an initial public offering process.

        Based
on the foregoing, the Company believes that, although a substantial part of the total offering, the offer and sale of shares by the selling stockholders is a bona fide secondary
offering because each selling stockholder (1) is not engaged in the business of underwriting securities, (2) initially acquired such stockholder's shares for investment purposes and not with a view
towards re-distribution, (3) acquired such stockholder's shares in transactions unrelated to this offering, (4) has held the shares for at least one year (other than shares to be issued upon exercise
of employee stock options), and (5) is not a otherwise a conduit through which the Company is otherwise attempting to sell shares to the public.

Consolidated Statements of Cash Flows, page F-6

5.We note your response to comment 11 in our letter dated April 25, 2007. As it appears the margin deposit was actually returned to Boone Pickens in January 2007,
please explain to as how you concluded it was appropriate to present this transaction, along with the payment of the line of credit, in your 2006 cash flow statement. In this regard, we note that you
did not reflect your portion of the margin deposit refund on the cash flow statement until 2007. Further, please explain to us why the ret