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CORRESP
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      Harrison S. Clay

      Vice
President and General Counsel

VIA FAX/EDGAR

February 5, 2009

United States Securities Exchange Commission

100 F Street NE, Mail Stop 3561

Washington, DC  20549

Attn: John Fieldsend

RE:         Clean
Energy Fuels Corp.

Form 10-K for the Year
Ended December 31, 2007, filed March 19, 2008

Definitive Proxy Statement on
Schedule 14A, filed April 15, 2008

Form 10-Q for the Period
Ended September 30, 2008, filed

November 14, 2008

File No. 1-33480

Dear Mr. Fieldsend:

Set forth below are Clean Energy Fuels Corp.’s (the “Company”)
responses to the Staff’s Comment Letter dated December 30, 2008 regarding
our (1) Annual Report on Form 10-K for the Year Ended December 31,
2007, filed March 19, 2008, (2) Definitive Proxy Statement on Schedule
14A, filed April 15, 2008 and (3) Quarterly Report on Form 10-Q
for the Period Ended September 30, 2008, filed November 14,
2009.  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.

Form 10-K for the Year Ended December 31,
2007

Item 7.
Management’s Discussion and Analysis of Financial Condition...page 41

1.              In future filings please
expand this section to discuss known material trends, demands, commitments,
events, or uncertainties that will have, or are reasonably likely to have, a
material impact on your financial condition, operating performance, revenues,
or income, or result in your liquidity decreasing or increasing in any material
way.  See Item 303 of Regulation S-K and
our Release No. 33-8350.  For
example, in the second paragraph on page 42, you state that “over the long
term, the prices for gasoline and diesel will continue to be higher than the
price of natural gas as a vehicle fuel” and that there will be “significant
growth in the consumption of natural gas as a vehicle fuel generally.”  We note your discussion in the Benefits of
Natural Gas Vehicles subsection on page 6 that, since 2004, CNG and LNG
have become increasingly less expensive than gasoline and diesel, tax
incentives enhance the cost-effectiveness of CNG and LNG, and that diesel fuel
will become more expensive over the next few years because of more stringent
federal sulfur diesel standards by 2010.
However, you have not discussed the basis for your beliefs that CNG and
LNG prices will be lower than gasoline and diesel prices in the long term and
that natural gas used for vehicle fuel will increase in the future; especially,
in light of the recent decline in oil prices.

Response:     The Company acknowledges the Staff’s
comment and will expand the Company’s Management Discussion and Analysis of
Financial Condition in future filings as requested by the Staff.   In particular, in our Form 10-K for the
year ended December 31, 2008, the Company anticipates providing a detailed
discussion of the impact of lower oil, diesel, gasoline and natural gas fuel
prices on the Company’s business.  The
Company will also expand the discussion of the Company’s belief that in the
long term, CNG and LNG prices will be lower than gasoline and diesel prices
based on increasing domestic natural gas reserves in relation to consumption
levels and declining global oil reserves in relation to oil consumption.

Critical Accounting Policies, page 48

2.              In future filings,
please revise the discussion of your critical accounting policies to focus on
the assumptions and uncertainties that underlie your critical accounting
estimate.  Please also quantify, where
material, and provide an analysis of the impact of critical accounting
estimates on your financial position and results of operations for the periods
presented, including the effects of changes in critical accounting estimates
between periods.  In addition, please
include a qualitative and quantitative analysis of the sensitivity of reported
results to changes in your assumptions, judgments, and estimates, including the
likelihood of obtaining materially different results if different reasonably
likely assumptions were applied.  For
example, if reasonably likely changes in an assumption used in assessing your
long-lived assets or goodwill for impairment of your deferred tax assets for a
valuation allowance would have a material effect on your financial condition or
results of operations, the impact that could result given the range of
reasonable outcomes should be disclosed and quantified.  See Section V of our Release No. 33-8350.

Response:     The Company
acknowledges the Staff’s comment and will revise the Company’s discussion of
Critical Accounting Policies in future filings as requested by the Staff.  The Company further advises the Staff that
the Company will revise the Company’s discussion of Critical Accounting
Policies in future filings to comment on the assumptions and uncertainties
underlying our critical accounting estimates.
We will also include a discussion of the impact of our critical
assumptions and uncertainties underlying our critical accounting policies where
material.

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Quarterly Financial data (Unaudited), page 59

3.              Please clarify where
you have included quarterly per share data, as required by Item 302(a)(1) of
Regulation S-K, or tell us why you do not believe this disclosure is
applicable.

Response:     The Company failed
to include the quarterly per share data as required by Item 302(a)(1) of
Regulation S-K due to an unintentional oversight. The Company acknowledges that
Item 302(a)(1) is applicable to the Company and will include the quarterly
per share data in the Company’s Form 10-K for the year ended December 31,
2008.

Notes to
Consolidated Financial Statements, page 66

Note 1(p).
Summary of Significant Accounting Policies: Revenue Recognition, page 71

4.              At several places in
the document, including the third full risk factor on page 23 and in the
Results of Operations section on page 51, you discuss recording revenue
related to fuel tax credits.  Please
explain to us in more detail, and clarify in future filings, why these tax
credits are classified as revenue, and tell us how you considered offsetting
these tax credits against any related taxes that you pay.

Response:      A substantive
discussion of our alternative fuel tax credits was included on page 17 of
the Form 10-K.  The alternative fuel
tax credit that is described in the Company’s Form 10-K is provided to
qualified taxpayers in the amount of $0.50 cents per gallon of alternative fuel
sold.  The credit need not offset income
tax liabilities in order to be received, but is rather fully refundable.  The refundable credit is first applied to
offset our Federal excise tax liability for amounts we collect from our
customers, and any excess amount is paid on a quarterly basis to the
Company.  As such, the credit was not
deemed to be an income tax credit subject to SFAS No. 109.  Since the Company started earning these
alternative fuel tax credits in 2006, the Company has recorded the credits as
revenue.  The Company believes that the
tax credits are appropriately classified as revenue as opposed to an offset to
operating expenses because (1) the tax credit enables the Company to
reduce the price it charges its customers for the Company’s products without an
actual reduction in revenue associated with the lower prices and (2) under
current tax law, the tax credit expires on December 31, 2009 and the
Company believes classifying the tax credit as a reduction in recurring
operating expenses would be potentially misleading to investors.  In future filings, we will provide additional
disclosures regarding our revenue recognition policy with respect to
alternative fuel tax credits.

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Note 8.
Commitments and Contingencies, page 80

Operating Lease Commitments, page 81

5.              We note your
reference to a ground lease in California on which you are building an LNG
liquefaction plant with construction prior to commencing plant operations.  We also note your disclosure that obligations
under this lease are contingent upon obtaining the necessary permits and
approvals required in the lease related to the construction and operation of
the LNG liquefaction plant.  Please tell
us, and clarify in future filings, your status and expected timing for obtaining
theses specified permits and approvals.
With reference to EITF 98-9 and FSP FAS13-1, please also explain to us,
and clarify in future filings, at what point you will begin recognizing rental
expense for this lease, including whether it will be recognized during the
construction period.  In this regard, it
appears from disclosures in your subsequent quarterly report on Form 10-Q
that this plant is currently under construction.

Response:     The Company acknowledges the Staff’s
comment and respectfully advises the Staff that the construction of the LNG
liquefaction plant in California requires a series of permits and approvals
prior to achieving commercial operation.
The Company further advises the Staff that the Company has been
obtaining the required permits and approvals during the construction process
and expects to obtain the final approvals and commence operations in the first
quarter of 2009.  In future filings, we
will expand our discussion to include the status and expected timing for
obtaining the necessary permits and approvals.
The Company further advises the Staff that lease payments under the
ground lease begin once construction is completed and commercial operation
commences, and the lease term is 30 years from the inception of commercial
operation.  To the extent commercial operation
does not commence, no rental payments are required.  The lease includes a base rental payment and
contingent rental payments based on gallons of LNG sold and electricity
usage.  The Company has not been
expensing the straight-line portion of the base rent during the construction
period as it was deemed immaterial based on the guidance in SEC Staff
Accounting Bulletin Topic 1M and 1N.  The
Company will straight-line the base rent and anticipates it will begin recording
the contingent rent expense in the first quarter of 2009 when the plant becomes
operational.

Note 9.
Geographic Information, page 82

6.              Please tell us how
you considered disclosing the revenues from external customers for each product
and service or each group of similar products and services as required by SFAS
131, paragraph 37.  Also, please tell us
how you considered separately presenting revenues from products versus services
on the face of your statements of operations consistent with Rule 5-03(1) of
Regulation S-X.  In this regard, we note
from page 3 that you generate revenues primarily by selling CNG and LNG
fueling stations.  We believe disclosure
in future filings of categories such as revenues generated by sales of CNG,
revenues generated by sales of LNG, and revenues from services would provide
your readers with valuable insight into the variability of your operations from
year to year.

Response:      The Company acknowledges the Staff’s
comment and advises that Staff that in our Form 10-K for the year ended December 31,
2008, we will include the revenue from natural gas fuel sales and revenue from
services.  The Company further advises
the Staff that the Company had not historically separated revenues from similar
products and services due to the relative insignificance of the service
revenues in relation to the product revenues.

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Item 9A(T).
Controls and Procedures, page 89

Disclosure Controls and Procedures, page 89

7.              In the last sentence
of this subsection, you state that management concluded that your disclosure
controls and procedures were effective without condition.  However, you state that your disclosure
controls and procedures are “designed to provide reasonable, but not absolute,
assurance...”  Therefore, please confirm
for us, if true, that your disclosure controls and procedures were effective at
the reasonable assurance level for which they were designed for the period
covered by this report.

Response:     The Company hereby
confirms for the Staff that the Company’s disclosure controls and procedures
were effective at the reasonable assurance level.  The Company further advises the Staff that
the Company will revise the Company’s disclosure to state that the Company’s
disclosure controls and procedures are designed to provide reasonable assurance
that the controls and procedures will meet their objectives.  Finally, in future filings the Company will
state, if true, that its disclosure controls and procedures are effective at the
reasonable assurance level.

8.              On page 32, you
state that your Independent registered public accounting firm has “identified
certain internal controls over financial reporting that [you] will need to
strengthen in connection with being a public company, and [you] have not yet
implemented all the suggested improvements.”
In light of this disclosure, please tell us in reasonable detail the
basis for management’s conclusion that your disclosure controls and procedures
were nonetheless effective as of the end of the period covered by the report.  See Section II.D of our Release No. 33-8238.

Response:     The Company respectfully submits that the
referenced statement on page 32 was intended to reference the Company’s
need to strengthen certain internal controls over financial reporting to become
compliant with Section 404(b) of the Sarbanes-Oxley Act by the end of
2008 and did not materially affect management’s evaluation of the Company’s
disclosure controls and procedures.
Specifically, the basis for the referenced statement was the Company’s
need to hire and retain additional accounting and finance personnel with
requisite experience and upgrade certain processes, procedures and controls
over information technology (IT) in connection with Section 404(b) compliance.  The Company has subsequently hired additional
personnel in the accounting and finance department and upgraded certain IT
procedures to support the Company’s internal controls over financial
reporting.  The nature and extent of
these items, and the progress we made at the time when the certifications were
issued, were collectively considered by management in concluding that the
Company’s disclosure controls and

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procedures were effective.  The
Company further respectfully advises the Staff that, in Release No. 33-8238
(June 5, 2003), wherein the Securities and Exchange Commission (the “Commission”)
adopted rules to implement Section 404 of the Sarbanes-Oxley Act, the
Commission provided interpretive guidance regarding the evaluation of disclosure
controls and procedures.  In that
release, the Commission stated that “management has the ability to make
judgments (and it is responsible for its judgments)” with respect to its
quarterly evaluation of disclosure controls and procedures and that “the nature
of the quarterly evaluations of those components of internal control over
financial reporting that are subsumed within disclosure controls and procedures
should be informed by the purposes of disclosure controls and procedures.”  In that regard, after considering the
internal controls that were identified by our independent registered accounting
firm, management determined that those particular internal controls over
financial reporting were not critical aspects of the Company’s disclosure
controls and procedures and that such internal controls were not necessary to
maintain effective disclosure controls and procedures at the reasonable
assurance level.

Item 9B.
Other Information, page 89

9.              We note that you
have disclosed certain information in this section “in lieu of” disclosing that
information in current reports on Form 8-K.  However, only when a triggering event
specified in one of the