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SEC Company Response from Clean Energy Fuels Corp. (CLNE) (CIK 0001368265) (CLNE) — May 22, 2007

Clean Energy Fuels Corp. (CLNE) (CIK 0001368265)
Date: May 22, 2007 · CIK: 0001368265 · Accession: 0001047469-07-004513

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File numbers found in text: 333-137124

Date
May 21, 2007
Author
Assistant Director
Form
CORRESP
Company
Clean Energy Fuels Corp. (CLNE) (CIK 0001368265)

Letter

VIA EDGAR CORRESPONDENCE Securities and Exchange Commission Division of Corporation Finance Attention: Assistant Director Re:Clean Energy Fuels Corp. Registration Statement on Form S-1/A (File No. 333-137124) Filed May 21, 2007

Dear Mr. Owings:

Pursuant to Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended, Clean Energy Fuels Corp. (the "Company") hereby requests that the Securities and Exchange Commission (the "Commission") take appropriate action to cause the above-referenced registration statement on Form S-1/A (the "Registration Statement") to become effective at 3:00 p.m., Eastern time, on Thursday, May 24, 2007, or as soon thereafter as practicable.

In connection with this request, the Company hereby acknowledges 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 action with respect to the Registration Statement;

•The action of the Commission or the staff, acting pursuant to delegated authority, in declaring the Registration Statement effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the Registration Statement; and

•The Company may not assert staff comments and 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 confirm that the Registration Statement has been declared effective by telephoning John J. Hentrich of Sheppard, Mullin, Richter & Hampton LLP at (858) 720-8942. Questions or comments with respect to this request or the Registration Statement may be directed to Mr. Hentrich by telephone or facsimile at (858) 847-8465.

Thank you for your consideration in this matter.

Very
truly yours,
CLEAN
ENERGY FUELS CORP.

Show Raw Text
CORRESP
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filename1.htm

CLEAN ENERGY FUELS CORP.

3020 Old Ranch Parkway, Suite 200

Seal Beach, California 90740

May 22,
2007

VIA EDGAR CORRESPONDENCE

Securities
and Exchange Commission

Division of Corporation Finance

100 F Street, N.E., Mail Stop 3561

Washington, D.C. 20549

Attention:

H. Christopher Owings

Assistant Director

Re:Clean Energy Fuels Corp.

Registration Statement on Form S-1/A (File No. 333-137124)

Filed May 21, 2007

Dear Mr. Owings:

        Pursuant
to Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended, Clean Energy Fuels Corp. (the "Company") hereby requests that the
Securities and Exchange Commission (the "Commission") take appropriate action to cause the above-referenced registration statement on Form S-1/A (the "Registration Statement") to
become effective at 3:00 p.m., Eastern time, on Thursday, May 24, 2007, or as soon thereafter as practicable.

        In
connection with this request, the Company hereby acknowledges 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 action with
respect to the Registration Statement;

•The
action of the Commission or the staff, acting pursuant to delegated authority, in declaring the Registration Statement effective, does not relieve the Company from its
full responsibility for the adequacy and accuracy of the disclosure in the Registration Statement; and

•The
Company may not assert staff comments and 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
confirm that the Registration Statement has been declared effective by telephoning John J. Hentrich of Sheppard, Mullin, Richter & Hampton LLP at
(858) 720-8942. Questions or comments with respect to this request or the Registration Statement may be directed to Mr. Hentrich by telephone or facsimile at
(858) 847-8465.

        Thank
you for your consideration in this matter.

Very
truly yours,

CLEAN
ENERGY FUELS CORP.

By:
/s/ Richard R. Wheeler

      Richard
R. Wheeler

      Chief Financial Officer

cc:John
Fieldsend, Esq.

Securities and Exchange Commission

 John
J. Hentrich, Esq.

Robert L. Wernli, Jr., Esq.

Sheppard, Mullin, Richter & Hampton LLP