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November 1, 2022

CONFIDENTIAL TREATMENT REQUESTED BY CLEAN
ENERGY FUELS CORP. PURSUANT TO 17 C.F.R. SECTION 200.83

Via EDGAR Submission and Hand Delivery

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, NE

Washington, D.C. 20549

Attn:       Karl Hiller, Branch
Chief

Mark Wojciechowski, Staff
Accountant

RE:          Clean
Energy Fuels Corp.

Form 10-K for Fiscal Year Ended
December 31, 2021

Filed February 24, 2022

File No. 001-33480

Dear Mr. Hiller and Mr. Wojciechowski:

Clean Energy Fuels Corp. (the
 “Company,” “we,” “us” or “our”) is submitting this letter
in response to comments received from the staff of the Division of Corporation Finance (the “Staff”) of the Securities
and Exchange Commission (the “Commission”) in a letter dated October 18, 2022 (the “Comment Letter”)
with respect to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021 (File No. 001-33480)
filed with the Commission on February 24, 2022 (the “2021 Form 10-K”).

For your convenience, the
Staff’s headings and comments set forth in the Comment Letter have been reproduced in bold and italicized font herein with responses
immediately following each comment. Defined terms used herein but not otherwise defined herein have the meanings given to them in the
2021 Form 10-K.

****

Form 10-K for 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.

CONFIDENTIAL TREATMENT REQUESTED BY CLEAN ENERGY FUELS CORP. PURSUANT
TO 17 C.F.R. SECTION 200.83

Response:

The Company acknowledges the Staff’s
comments and respectfully advises the Staff that as of December 31, 2021, the Company owns the fueling equipment at *** stations
where we are the fuel provider and the Company provides fuel, maintenance services, or both at *** customer owned sites. The utilization
at Company owned sites averaged ***% for the fiscal year 2021. The *** customer owned sites are broken down by the following types of
agreement:

 ● *** have service-related agreements

 ● *** have fuel supply agreements

 ● *** sites have both service-related and fuel supply agreements

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.

Response:

The Company acknowledges the Staff’s
comments and respectfully advises the Staff that the Company will clearly state that our purchases of RNG and conventional natural gas
are purchased from third-party suppliers. The excerpts below, from the Company’s 2021 Form 10-K page 37 under Key Operating
Data where the Company defines GGEs sold, illustrate the proposed disclosure in future filings, with proposed edits marked to indicate
our changes. This also incorporates some of the edits in response to Comment 3 below.

In evaluating our operating performance,
we focus primarily on: (1) the amount of fuel volume RNG, CNG and LNG GGEs delivered (which we define as (i) the
volume of GGEs we sell to our customers as fuel with particular focus on RNG volumes as a subset of fuel
volumes, plus (ii)(2) the volume of GGEs O&M service volumes dispensed at
facilities we do not own but where we provide O&M services on a per-gallon or fixed fee basis, plus (iii) our proportionate
share of the GGEs sold as CNG by our joint venture with Mansfield Ventures, LLC and Mansfield Clean Energy Partners, LLC (“MCEP”),
(23) our station construction cost of sales, (3) our gross margin (which we define as revenue minus
cost of sales), and (4) net income (loss) attributable to us. All RNG and conventional natural gas sold is currently
purchased from third-party suppliers. In the tables below, certain gallons are included in both fuel and service volumes when the Company
sells fuel (product revenue) to a customer and provides maintenance service (service revenue) to the same customer.

*** Confidential treatment requested by Clean Energy Fuels Corp. Omitted
information provided under separate cover to the Staff pursuant to Rule 83.

    2

In addition, the Company will revise
its disclosures in future filings clarifying that the Company does not presently source RNG from any projects it owns or operates. Once
the Company does begin to source RNG from projects it owns or operates it will adjust the disclosure accordingly. The excerpts below from
the Company’s 2021 Form 10-K illustrate the proposed disclosure in future filings with proposed edits marked to indicate our
changes.

Item 1.
   Business.

Overview

Clean
Energy Fuels Corp., a Delaware corporation, is a leading renewable energy company focused on the procurement and distribution of renewable
natural gas (“RNG”) and conventional natural gas, in the form of compressed natural gas (“CNG”) and liquefied
natural gas (“LNG”), for the United States and Canadian transportation markets.  RNG, which is delivered as either CNG
or LNG, is created by the recovery and processing of naturally occurring, environmentally detrimental waste methane (“biogas”)
from non-fossil fuel sources - such as dairy and other livestock waste and landfills - for beneficial use as a replacement for fossil-based
transportation fuels. Methane is one of the most potent climate-harming greenhouse gases (“GHG”) with a comparative impact
on global warming that is about 25 times more powerful than that of carbon dioxide. We are focused on developing, owning, and operating
dairy and other livestock waste RNG projects and supplying RNG (currently procured only from third party sources but once our RNG projects
go online we expect RNG to come from our own sources procured from our own projects or from third parties) to our
customers in the heavy and medium-duty commercial transportation sector. We have participated in the alternative vehicle fuels industry
for over 20 years. We believe we are in a unique position because the valuable Environmental Credits (as defined below) are generated
by the party that dispenses RNG into vehicle fuel tanks, and we believe we have access to more dispensers than any other market participant.

Item 7.
   Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Overview

We
are North America’s leading provider of the cleanest fuel for the transportation market, based on the number of stations operated
and the amount of gasoline gallon equivalents (“GGEs”) of renewable natural gas (“RNG”) and conventional natural
gas delivered. Through our sales of RNG, which is derived from biogenic methane produced by the breakdown of organic waste, we help thousands
of vehicles, from airport shuttles to city buses to waste and heavy-duty trucks, reduce their amount of climate-harming greenhouse gas
from 60% to over 400% based on determinations by the California Air Resources Board (“CARB”), depending on the source of the
RNG, while also reducing criteria pollutants such as Oxides of Nitrogen, or NOx. RNG is delivered as compressed natural gas (“CNG”)
and liquefied natural gas (“LNG”).

As
a clean energy solutions provider, we supply RNG and conventional natural gas both sourced from third party suppliers, in the form
of CNG and LNG, for medium and heavy-duty vehicles; design and build, as well as operate and maintain (“O&M”), public
and private fueling stations in the United States and Canada; develop and own dairy ADG RNG production facilities; sell and service compressors
and other equipment used in RNG production and at fueling stations; transport and sell RNG and conventional natural gas via “virtual”
natural gas pipelines and interconnects; sell U.S. federal, state and local government credits (collectively, “Environmental Credits”)
we generate by selling RNG as a vehicle fuel, including Renewable Identification Numbers (“RIN Credits” or “RINs”)
under the federal Renewable Fuel Standard Phase 2 and credits under the California and the Oregon Low Carbon Fuel Standards (collectively,
 “LCFS Credits”); and obtain federal, state and local tax credits, grants and incentives.

    3

Note 1 —Summary
of Significant Accounting Policies

The
Company and Nature of Business

Clean
Energy Fuels Corp., together with its majority and wholly owned subsidiaries (hereinafter collectively referred to as the “Company,”
unless the context or the use of the term indicates or requires otherwise) is engaged in the business of selling renewable and conventional
natural gas as alternative fuels for vehicle fleets and related fueling solutions to its customers, primarily in the United States and
Canada. The Company’s principal business is supplying renewable natural gas (“RNG”) and conventional natural gas, in
the form of compressed natural gas (“CNG”) and liquefied natural gas (“LNG”), for medium and heavy-duty vehicles
and providing operation and maintenance (“O&M”) services for public and private vehicle fleet customer stations. The Company
is also focused on developing, owning, and operating dairy and other livestock waste RNG projects and supplying RNG (currently procured
only from third party sources but once our RNG projects go online we expect RNG to come from our own sources procured from
our own projects or from third parties) to its customers in the heavy and medium-duty commercial transportation sector.

 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.

Response:

The Company acknowledges the Staff’s
comments and respectfully advises the Staff that the Company will prospectively update its disclosures to disclose the fuel volume sold
that correlates to volume-related product revenue broken out by RNG and conventional natural gas. Separately, the Company will also disclose
O&M service volumes that correlate to volume-related O&M services revenue. This disclosure will better align with the updated
revenue tables discussed in Comment 5 below.

In an effort to clarify the disclosures
and address the Staff’s comment regarding the Company’s disclosure of volumes related to the types of fuel sold as well as
the volume serviced, the following represents an example of the updated disclosure under Key Operating Data in Item 7 of Part II
of our 2021 Form 10-K that we propose to include in future filings, using the information from our 2021 Form 10-K and our response
dated letter dated September 7, 2022 to the Staff’s Comment Letter dated August 8, 2022 for illustrative purposes with
proposed edits marked to indicate our changes.

    4

Key Operating
Data

In evaluating our operating performance, we focus
primarily on: (1) the amount of fuel volume RNG, CNG and LNG GGEs delivered (which we define as (i) the volume
of GGEs we sell to our customers as fuel with particular focus on RNG volumes as a subset of fuel volumes,
plus (ii)(2) the volume of GGEs O&M service volumes dispensed at facilities we
do not own but where we provide O&M services on a per-gallon or fixed fee basis, plus (iii) our proportionate share of
the GGEs sold as CNG by our joint venture with Mansfield Ventures, LLC and Mansfield Clean Energy Partners, LLC (“MCEP”),
(23) our station construction cost of sales, (3) our gross margin (which we define as revenue minus
cost of sales), and (4) net income (loss) attributable to us. All RNG and conventional natural gas sold is currently
purchased from third-party suppliers. In the tables below, certain gallons are included in both fuel and service volumes when the Company
sells fuel (product revenue) to a customer and provides maintenance service (service revenue) to the same customer. The following
tables present our key operating data for the years ended December 31, 2019, 2020 and 2021:

    Year Ended

    December 31,

    GGEs delivered (in millions)
    2019
    2020
    2021

    CNG (1)
      335.7
      321.0
      347.4

    LNG
      65.1
      61.5
      55.2

    Total
      400.8
      382.5
      402.6

RNG sold as vehicle fuel is included in
the CNG or LNG amounts in the table above as applicable based on the form in which it was sold. GGEs of RNG sold as vehicle fuel for the
years ended December 31, 2019, 2020 and 2021, were as follows:

    Year Ended

    December 31,

    GGEs of RNG delivered (in millions)
    2019
    2020
    2021

    CNG
      112.5
      124.4
      146.0

    LNG
      30.8
      28.9
      21.0

    Total
      143.3
      153.3
      167.0

    Year Ended

    December 31,

    GGEs delivered (in millions)
    2019
    2020
    2021

    O&M services
      158.5
      138.5
      148.4

    Fuel (1)
      162.4
      157.6
      164.1

    Fuel and O&M services (2)
      79.9
      86.4
      90.1

    Total
      400.8
      382.5
      402.6

RNG sold as vehicle fuel is included in
the table above as applicable based on the services provided. GGEs of RNG sold as vehicle fuel for the years ended December 31, 2019,
2020 and 2021, were as follows:

    Year Ended

    December 31,

    GGEs of RNG delivered (in millions)
    2019
    2020
    2021

    Fuel
      87.3
      86.2
      88.0

    Fuel and O&M services (2)
      56.0
      67.1
      79.0

    Total
      143.3
      153.3
      167.0

    5

    Year Ended

    Fuel volume, GGEs sold (in millions), correlating to total volume-related
    December 31,

     product revenue
    2019
    2020
    2021

    RNG
      143.3
      153.3
      167.0

    Conventional natural gas
      95.0
      82.1
      78.8

    Total
      238.3
      235.4
      245.8

    Year Ended

    O&M service volume, GGEs serviced (in millions), correlating to volume-
    December 31,

    related O&M service revenue
    2019
    2020
    2021

    O&M se