SecProbe.io

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 August 25, 2025

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, 2024
 Filed February 24, 2025
 File No. 001-33480
Dear Robert Vreeland:

 We have completed our review of your filing. We remind you that the
company and
its management are responsible for the accuracy and adequacy of their
disclosures,
notwithstanding any review, comments, action or absence of action by the staff.

 Sincerely,

 Division of Corporation
Finance
 Office of Energy &
Transportation
</TEXT>
</DOCUMENT>

CORRESP
 1
 filename1.htm

 August 15, 2025

 Via EDGAR Submission

 U.S. Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street, NE

 Washington, D.C. 20549

 Attn:
 Karl Hiller, Branch Chief

 John Cannarella, Staff Accountant

 RE:
 Clean Energy Fuels Corp.

 Form 10-K for Fiscal Year Ended December 31, 2024

 Filed February 24, 2025

 File No. 001-33480

 Dear Mr. Hiller and Mr. Cannarella:

 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 August 1, 2025 (the " Comment Letter ")
with respect to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2024 (File No. 001-33480) filed
with the Commission on February 24, 2025 (the " 2024 Annual Report ").

 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
Annual Report, as do references to captions and page numbers used herein unless otherwise noted.

 ****

 Form 10-K for the Fiscal Year ended December
31, 2024

 Business

 Market Opportunity, page 7

 1. We note your disclosures on page 8 regarding the two arrangements entered into during 2021 covering
ADG RNG projects, including the "TotalEnergies JV Agreement" and "bp JV Agreement," for which you specify the number
of projects and status, indicating one project under the first arrangement is in operation (which you refer to as "DR JV"),
and five of six projects under the second arrangement are in operation, also having estimates of annual production.

 However, within the MD&A Overview
on page 35 you indicate that your supply of RNG is acquired either from third parties or through the TotalEnergies JV, with no mention
of the bp JV, and under Key Developments on page 37, you indicate the DR JV began producing RNG in the first quarter of 2023, while the
Drumgoon Dairy project under the bp JV was placed into service in the fourth quarter of 2023, though having no details regarding the other
four projects under the bp JV that are in operation, according to the disclosures referenced above.

 1

 We also
note that while your estimates of annual production for these projects have decreased about 27% there appears to be no discussion of the
reasons. For example, you previously indicated the TotalEnergies JV project was expected to produce up to 1.1 million GGEs of RNG annually,
and that six projects under the bp JV Agreement were expected to produce up to 11.2 million GGEs of RNG annually; you now indicate the
figures are 0.8 million and 8.2 million GGEs, respectively.

 Please
expand your disclosures to clarify the status of all projects under these arrangements and to include (i) details on the actual levels
of production for each period, ii) clarification regarding the extent to which your RNG requirements are being satisfied by these projects
or other facilities that you own, (iii) your expectations regarding the production profiles and capabilities, and (iv) the reasons for
any changes in those expectations, or delays in completing projects or commencing production.

 Please provide comparable details
for the 100% owned ADG RNG projects for which you estimate RNG production of 3.6 million GGEs per year.

 Response:

 The Company respectfully acknowledges
the Staff's comments regarding our disclosures in the 2024 Annual Report on page 8 related to the ADG RNG projects under the TotalEnergies
JV, bp JV, as well as the Company owned projects and the related observations concerning the MD&A discussions on pages 35 and 37.
The Company further acknowledges the Staff's comment regarding the revised estimates of annual RNG production under the TotalEnergies
JV and bpJV arrangements. The Company respectfully responds to each comment in turn:

 i) Actual levels of production for each period

 The Company respectfully acknowledges
the Staff's request for expanded disclosure of current levels of production as of the time of the applicable disclosure period.
In response, the Company confirms the Company's 2024 Annual Report disclosure that one project under the TotalEnergies JV and five
of six projects under the bpJV were in operation as of December 31, 2024, with the DR JV placed into service in the first quarter of 2023
and the Drumgoon Dairy project under the bp JV placed into service in the fourth quarter of 2023. The Company further advises the Staff
that the other four projects in operation under the bpJV were placed into service during the third quarter of 2024.

 2

 The Company intends to provide the following
disclosure to provide clarity on the actual levels of production from our RNG project portfolio for each period presented in future filings
beginning with our Form 10-Q for the quarter ending September 30, 2025 (the "Q3 2025 10-Q") in Item 2. Management's
Discussion and Analysis of Financial Condition and Results of Operations, Performance Overview, Key Operating Data:

 The following table summarizes
the production volumes from our RNG project portfolio for the years ended December 31 2022, 2023 and 2024 and for the three and nine months
ended September 30, 2024, and 2025:

 Production volume, GGEs (in
 Year Ended December 31,
 Three Months Ended
September 30,
 Nine Months Ended
September 30,

 millions)
 2022
 2023
 2024
 2024
 2025
 2024
 2025

 TotalEnergies JV

 Number of Projects
 X
 X
 X
 X
 X
 X
 X

 Production Volume
 Y.Y
 Y.Y
 Y.Y
 Y.Y
 Y.Y
 Y.Y
 Y.Y

 bpJV

 Number of Projects
 X
 X
 X
 X
 X
 X
 X

 Production Volume
 Y.Y
 Y.Y
 Y.Y
 Y.Y
 Y.Y
 Y.Y
 Y.Y

 Maas JDA

 Number of Projects
 X
 X
 X
 X
 X
 X
 X

 Production Volume
 Y.Y
 Y.Y
 Y.Y
 Y.Y
 Y.Y
 Y.Y
 Y.Y

 The Company's RNG Projects

 Number of Projects
 X
 X
 X
 X
 X
 X
 X

 Production Volume
 Y.Y
 Y.Y
 Y.Y
 Y.Y
 Y.Y
 Y.Y
 Y.Y

 ii) Clarification regarding the extent to which
RNG requirements are being satisfied by these projects or other facilities that you own

 The Company respectfully acknowledges
the Staff's request for expanded disclosure regarding the extent to which RNG requirements are being satisfied and, in response,
the Company will disclose total RNG fuel volumes, GGEs sold correlating to total volume-related product revenue delivered by the Company,
as supplied by third parties, the Company's RNG joint ventures or owned RNG projects. Beginning in the Company's Form 10-Q
filed on August 7, 2025 for the second quarter ended June 30, 2025 (the "Q2 2025 10-Q") in Item 2. Management's Discussion
and Analysis of Financial Condition and Results of Operations, Overview on page 35, the Company clarified its disclosures as to where
the Company obtains its supply of RNG. In future filings, the Company will expand such disclosures to include a complete list of the JV
and Company owned RNG projects supplying RNG during the applicable disclosure period.

 3

 Also, beginning in the Company's
Q2 2025 10-Q, in Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations, Performance Overview,
Key Operating Data on page 38, the Company included footnote (5) to further clarify the extent to which RNG requirements are being satisfied
by our JV and Company owned projects and will continue to do so in future disclosures in a manner consistent with the following disclosure.
The Company will update the disclosure quarterly, and annually, and expand the table to include volumes supplied by our JV and Company
owned projects as those volumes become more meaningful (e.g., greater than 1% of RNG volume).

 Fuel volume, GGEs sold (in millions), correlating
 Year
Ended
December 31,
 Three Months
 Ended June 30,
 Six Months Ended
 June 30,

 to total volume-related product revenue
 2022
 2023
 2024
 2024
 2025
 2024
 2025

 RNG (5)
 198.2
 225.7
 236.7
 57.1
 61.4
 115.1
 112.0

 Conventional natural gas
 69.6
 62.5
 60.8
 13.3
 14.9
 30.3
 31.0

 Total fuel volume
 267.8
 288.2
 297.5
 70.4
 76.3
 145.4
 143.0

 (5)
We predominantly source RNG from third parties. The TotalEnergies JV project began supplying us RNG in 2023, and five of the 	 six
bpJV projects began supplying us RNG in 2024. The amount of RNG supplied by our joint venture projects was less than 1% of 	 RNG
fuel volume sold in 2023, 2024 and 2025.

 iii) Expectations regarding production profiles
and capabilities

 The Company respectfully acknowledges
the Staff's request for expanded disclosure of potential production levels and, in response, the Company intends to include the
following disclosure beginning in the Company's 2025 10-K in Item 1. Business:

 RNG projects

 The following table summarizes the RNG
projects in operation and under construction in our portfolio as of December 31, 20[XX]:

 4

 Total
 Number of
 Projects

 Estimated
Production
 Capacity
 (GGEs in
 millions) (1)

 Estimated
Commercial
Operation
Date (2)

 Projects in Operation

 TotalEnergies JV
 X

 bpJV
 X

 Totals for Projects in Operation

 Projects in Construction

 bpJV
 X

 Maas JDA
 X

 The Company's RNG projects
 X

 Totals for Projects in Construction

 Totals for Projects in Operation and Construction

 (1) Production Capacity is calculated
as dependent upon the collective volume of manure feedstock that we currently estimate the project(s) and related dairy operations are
capable of producing, annually. Our estimated production for the project(s) may not reflect actual production from the projects, which
depends on many variables including, but not limited to: (i) quantity and quality of the manure; (ii) operational up-time of the facility;
and (iii) actual productivity of the facility.

 This table represents 100% of production
capacity of the facilities without regard to the equity ownership interests, which are detailed in Note 3 – Investments in Other
Entities and Noncontrolling Interest in a Subsidiary . The Company receives all of the volume produced as supply sources.

 (2) Expected Commercial Operation Date
("COD") for commencement of the RNG projects in construction is based on the Company's estimate as of the date of this
report. CODs are estimates and are subject to change as a result of, among other things, various factors outside of the Company's
control such as: (i) regulatory/permitting approval timing; (ii) disruption in supply chains; and (iii) construction challenges such as
weather.

 (iv) Reasons for changes in expectations, or
delays in completing projects or commencing production

 The Company respectfully acknowledges
the Staff's request for expanded disclosure of reasons for changes in expectations, or delays in completing projects or commencing
production. Beginning in our 2025 10-K, the Company will expand the disclosure to include the primary reasons that exist as of the applicable
disclosure period for updated production expectations or delays in completing the projects or commencing production, as applicable. The
disclosure will provide discussion of the key factors contributing to changes in estimated annual production, including, but not limited
to: (i) technical challenges; (ii) regulatory delays; (iii) changes in livestock manure availability and quality; and (iv) revisions to
project design, and engineering or design assumptions.

 5

 Properties, page 32

 2. Please expand your disclosure regarding the Pickens Plant, which you indicate
was "offline for maintenance and repairs" for the last two years (with zero LNG production for both 2023 and 2024), to clarify
the status of this facility, the nature of the issues that have inhibited its use, and your plans to remedy those issues along with the
expected costs and timeframe. Please disclose the reasons that you have been unable to make the necessary repairs during the last two
years.

 Response:

 The Company respectfully acknowledges
the Staff's comment and respectfully advises the Staff that the Pickens Plant repairs were completed in early 2025 and the property
is currently producing LNG. The repairs took two years to complete due to major repairs needed with specialized equipment not readily
available in the marketplace. We have provided additional disclosure in our Q2 2025 10-Q in Item 2. Management's Discussion and
Analysis of Financial Condition and Results of Operations, Performance Overview, 2025 Key Developments on page 39. The disclosure is as
follows:

 Pickens
Plant Repairs Completed . We own and operate the Pickens Plant, located in Willis, Texas. During the years ended December 31,
2023 and December 31, 2024, the Pickens Plant was offline in order to make major repairs and replace certain specialized equipment not
readily available in the marketplace. In January, 2025, the Pickens Plant recommenced production of LNG. The Company capitalized costs
of $2.2 million, through June 30, 2025, to complete the major repairs and replace the specialized equipment. The Company recognized revenue
of $1.6 million and $2.0 million for the three and six months ended June 30, 2025, from the sale of LNG fuel volumes produced at the Pickens
Plant.

 Management's
Discussion and Analysis Liquidity and Capital Resources, page 49

 3. We note your disclosure stating that your business plans call for $30
 million in capital expenditures during 2025, although also stating that you expect to be "deploying" $104.0 million to
 develop ADG RNG production facilities during the year.

 Please
expand your disclosures to clarify the distinction being made between capital expenditures and amounts required for the ADG RNG facilities,
and explain how the estimated amount relates to your expectations for additional amounts that may be required under the joint venture
arrangements mentioned on pages 8 and 9 (including but not limited to the three company projects and any projects with Maas JDA), and
considering the amounts for ADG RNG production facilities in your table on 51.

 6

 Please
also clarify your expectations for additional projects under the TotalEnergies JV Agreement, considering your disclosure indicating the
joint venture contemplates investing up to $400.0 million in production projects, and the timeframe in which these would be undertaken
or become known.

 Response:

 The Company respectfully acknowledges the Staff's comment
and, in response, has revised its disclosure in the Company's Q2 2025 10-Q in Item 2. Management's Discussion and Analysis
of Financial Condition and Results of Operations, Liquidity and Capital Resources, Capital Expenditures, Indebtedness and Other Uses of
Cash on pages 45 and 46 to clarify the distinction between amounts required for the ADG RNG facilities, including the TotalEnergies JV
agreement, and clarification around expectations of future additional Company capital contributions as follows:

 Liquidity and
Capital Resources

 "Our 2025 business
plan calls for approximately $30.0 million in capital expenditures primarily related to the construction of fueling stations, IT software
and equipment and LNG plant costs, and we expect to fund these expenditures primarily through cash on hand and cash generated from operations.

 Further, in 2025,
our business plan calls for up to $35.0 million in capital expenditures to develop ADG RNG production projects owned 100% by us. As
of June 30, 2025, we have invested $70.8 million in the development of ADG RNG production facilities that we own 100%.

 In 2025 we anticipate
contributing equity capital up to $65 million, in cash, into our equity method investment as part of the Maas JDA. We do not anticipate
making equity contributions under our TotalEnergies JV Agreement in 2025 as the one operating project's cash requirements are being
satisfied by its current operations as well as the benefit

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 August 1, 2025

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, 2024
 Filed February 24, 2025
 File No. 001-33480
Dear Robert Vreeland:

 We have reviewed your filing and have the following comments.

 Please respond to this letter 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 a
comment applies to your facts and circumstances, please tell us why in your
response.

 After reviewing your response to this letter, we may have additional
comments.

Form 10-K for the Fiscal Year ended December 31, 2024
Business
Market Opportunity, page 7

1. We note your disclosures on page 8 regarding the two arrangements
entered into
 during 2021 covering ADG RNG projects, including the "TotalEnergies JV
 Agreement" and "bp JV Agreement," for which you specify the number of
 projects and status, indicating one project under the first arrangement
is in operation
 (which you refer to as "DR JV"), and five of six projects under the
second
 arrangement are in operation, also having estimates of annual
production.

 However, within the MD&A Overview on page 35 you indicate that your
supply of
 RNG is acquired either from third parties or through the TotalEnergies
JV, with no
 mention of the bp JV, and under Key Developments on page 37, you
indicate the DR
 JV began producing RNG in the first quarter of 2023, while the Drumgoon
Dairy
 project under the bp JV was placed into service in the fourth quarter of
2023, though
 having no details regarding the other four projects under the bp JV that
are in
 operation, according to the disclosures referenced above.
 August 1, 2025
Page 2

 We also note that while your estimates of annual production for these
projects have
 decreased about 27% there appears to be no discussion of the reasons.
For example,
 you previously indicated the TotalEnergies JV project was expected to
produce up to
 1.1 million GGEs of RNG annually, and that six projects under the bp JV
Agreement
 were expected to produce up to 11.2 million GGEs of RNG annually; you
now
 indicate the figures are 0.8 million and 8.2 million GGEs, respectively.

 Please expand your disclosures to clarify the status of all projects
under these
 arrangements and to include (i) details on the actual levels of
production for each
 period, (ii) clarification regarding the extent to which your RNG
requirements are
 being satisfied by these projects or other facilities that you own,
(iii) your expectations
 regarding the production profiles and capabilities, and (iv) the reasons
for any changes
 in those expectations, or delays in completing projects or commencing
production.

 Please provide comparable details for the 100% owned ADG RNG projects
for which
 you estimate RNG production of 3.6 million GGEs per year.

Properties, page 32

2. Please expand your disclosure regarding the Pickens Plant, which you
indicate was
 "offline for maintenance and repairs" for the last two years (with zero
LNG
 production for both 2023 and 2024), to clarify the status of this
facility, the nature of
 the issues that have inhibited its use, and your plans to remedy those
issues along with
 the expected costs and timeframe. Please disclose the reasons that you
have been
 unable to make the necessary repairs during the last two years.

Management's Discussion and Analysis
Liquidity and Capital Resources, page 49

3. We note your disclosure stating that your business plans call for $30
million in capital
 expenditures during 2025, although also stating that you expect to be
"deploying"
 $104.0 million to develop ADG RNG production facilities during the year.

 Please expand your disclosures to clarify the distinction being made
between capital
 expenditures and amounts required for the ADG RNG facilities, and
explain how the
 estimated amount relates to your expectations for additional amounts
that may be
 required under the joint venture arrangements mentioned on pages 8 and 9
(including
 but not limited to the three company projects and any projects with Maas
JDA), and
 considering the amounts for ADG RNG production facilities in your table
on 51.

 Please also clarify your expectations for additional projects under the
TotalEnergies
 JV Agreement, considering your disclosure indicating the joint venture
contemplates
 investing up to $400.0 million in production projects, and the timeframe
in which
 these would be undertaken or become known.
 August 1, 2025
Page 3

 We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence
of action by the staff.

 Please contact John Cannarella at 202-551-3337 or Karl Hiller at
202-551-3686 if you
have questions regarding comments on the financial statements and related
matters.

 Sincerely,

 Division of
Corporation Finance
 Office of Energy &
Transportation
</TEXT>
</DOCUMENT>

United States securities and exchange commission logo
November 14, 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 completed our review of your filing.  We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation

CORRESP
1
filename1.htm

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

United States securities and exchange commission logo
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

CORRESP
1
filename1.htm

September 7, 2022

Via EDGAR Submission

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 August 8, 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

Our Strategy, page 9

 1. We note that you have disclosure on page 5 indicating that during 2021 you purchased 9.2% of
the LNG sold from third-parties, while disclosure on page 10 indicates that RNG purchased, then blended and sold with CNG or LNG
was obtained from over 60 supply sources, although no details of the arrangements are provided.

Please expand the disclosure referenced
above to clarify the extent to which the 90.8% balance of LNG, which was apparently produced at your two liquification plants during 2021,
was derived from purchased RNG and CNG; and describe the process and facilities involved in blending purchased RNG with CNG and LNG prior
to resale.

Please also revise your filing
to include disclosure that is focused on identifying your particular sources of RNG, CNG, and LNG, purchased and sold through your distribution
network during those periods covered by your report, including details of the arrangements governing these relationships, such as the
volumes that are available to you or which you have committed to purchase, and the manner by which pricing is established, to comply with
Item 101(c)(iii)(A) of Regulation S-K.

Given the economic distinctions
made in describing the types of RNG in your disclosures on pages 7 and 8, also clarify the extent to which your sources of RNG have
provided you with anaerobic digester gas (ADG) versus landfill gas (LFG).

Given the nature of the two joint
ventures that you mention in disclosures on pages 76 and 77, including the amount you have invested to develop ADG RNG production
facilities, also provide disclosure about the scope of the projects to be undertaken, the estimated timeframe for development and production
to commence, and estimated volumes of RNG that will become available to you through these arrangements.

Response:

The Company acknowledges the Staff’s
comment and respectfully advises the Staff that RNG is not blended with CNG or LNG. Both RNG and conventional natural gas are the feedstock
(i.e. renewable bio-methane or fossil methane) sold either in a compressed form (CNG) or liquified form (LNG). As such, RNG is pipeline-quality
bio-methane that is fully interchangeable with conventional natural gas and thus can be used in natural gas vehicles, but there is not
a blending process. We also refer you to the discussion on page 3 Item 1. Business Overview of our 2021 Form 10-K, first paragraph
where we describe the fuel we deliver.

Item 101(c)(1)(iii)(A) of Regulation
S-K provides for a principles-based approach to disclosure of the business, under Item 1 of Part I of our 2021 Form 10-K, about
the sources and availability of raw materials material to an understanding of the business done and intended to be done by the registrant
and its subsidiaries. While the Company believes the existing disclosures as to its sources of RNG, CNG and LNG comply with Item 101(c)(1)(iii)(A) of
Regulation S-K, in an effort to clarify the disclosures and address the Staff’s comment, the following represents an example of
expanded disclosure under “Our Principal Products, Services and Other Business Activities” in Item 1 of Part I of our
2021 Form 10-K that we propose to include in future filings, with proposed edits marked to indicate our changes.

“Our Principal Products, Services
and Other Business Activities

Our principal products, services and
other business activities are described below. Information about the revenue we receive from these activities is discussed in this report
in Item 7. “Management’s Discussion and Analysis of Results of Operations and Financial Condition.”

Fuel Sales

The fuel we sell is RNG or conventional
natural gas, each of which is delivered in the form of CNG or LNG.

    2

RNG is injected into natural gas
pipelines, which allows RNG to be transported to vehicle fueling stations where it can be compressed and dispensed as CNG, and to liquefaction
facilities where it is liquified and made into LNG. We purchase RNG from bp and other third-party producers, comprised of over 60 supply
sources, typically under long-term RNG supply offtake agreements. In exchange for the agreement to offtake RNG supply, the Company and
supplier negotiate to determine what percentage share of the value of the Environmental Credit each party will retain. The value of the
Environmental Credit is based on the realized value after the credit is sold to (purchased by) an obligated party or as agreed by the
supplier and the Company as part of their negotiation. The Company’s supply offtake agreements are variable, based on actual RNG
produced, up to various maximum volume levels per arrangement with no minimum purchase volume required. In 2021, our third-party sources
provided us RNG consisting of 7.3% ADG and 92.7% LFG.

Conventional natural gas is typically
delivered from local utilities or third-party conventional natural gas marketers. We purchase conventional natural gas under standard
North American Energy Standards Board base contracts on a spot market or short-term forward index basis or forward purchase contracts
under take-or-pay arrangements that require us to purchase minimum volumes of conventional natural gas. Conventional natural gas is purchased
on a normal purchase normal sale basis, as the conventional natural gas we purchase is for physical delivery of the commodity to our fueling
stations for sale to customers.

 · CNG is RNG or conventional natural gas that is compressed and dispensed in gaseous form. CNG is typically
delivered by obtaining RNG from RNG suppliers or third-party RNG marketers or conventional natural gas from local utilities
or third-party conventional natural gas marketers and then compressing and storing it at a fueling station and dispensing it directly
into a vehicle. Our CNG vehicle fuel sales are made primarily through contracts with our customers or on a per fill-up basis at prices
we set at public access fueling stations based on prevailing market conditions. Through our subsidiary NG Advantage, LLC (“NG Advantage”),
we also transport and sell CNG for non-vehicle purposes via virtual natural gas pipelines and interconnects to industrial and institutional
energy users that do not have direct access to pipelines. NG Advantage also has the capability to transport CNG from production
facilities to pipeline injection sites using its fleet of 98 high-capacity trailers.

 · LNG is RNG or conventional natural gas that is cooled at a liquefaction facility to approximately -260
degrees Fahrenheit until it condenses into a liquid. We obtain LNG from our own liquefaction plants and from third-party suppliers. For
LNG obtained from our own liquefaction plants, we supply RNG or conventional natural gas to our liquefaction plants through RNG suppliers
or third-party RNG marketers or for conventional natural gas from local utilities or third-party conventional natural gas marketers. We
own and operate LNG liquefaction plants near Boron, California and Houston, Texas, which we refer to as the “Boron Plant”
and the “Pickens Plant,” respectively. The Boron Plant can produce 60.0 million gallons of LNG per year and has a dual
tanker trailer loading system and a 1.8 million gallon storage tank that can hold up to 1.5 million usable gallons. The Pickens Plant
can produce 35.0 million gallons of LNG per year and includes a tanker trailer loading system and a 1.0 million gallon storage tank that
can hold up to 840,000 usable gallons. In 2021, we produced 90.8% of our LNG at our plants and purchased the remainder of our LNG from
third-party suppliers. We sell LNG for use as a vehicle fuel on a bulk basis to fleet customers and through our network of public
access fueling stations. We deliver LNG with our fleet of 74 tanker trailers to fueling stations, where it is stored and then dispensed
in liquid form into vehicles. The need to liquefy and transport LNG generally causes LNG to cost more than CNG. We sell LNG through supply
contracts and on a per fill-up basis at prices we set at public access fueling stations based on prevailing market conditions. Additionally,
we sell LNG for non-vehicle purposes, including to customers who use LNG in rocket propulsion and oil fields, and for utility, industrial,
marine and rail applications.”

    3

The Company acknowledges the Staff’s
comment on the two joint ventures mentioned in disclosures on pages 76 and 77 and respectfully guides the Staff to page 8 of
our 2021 Form 10-K where these are discussed in Item 1 of Part I of our 2021 Form 10-K. The following represents an example
of expanded disclosure under “Market Opportunity” in Item 1 of Part I of our 2021 Form 10-K that we propose to include
in future filings, with proposed edits marked to indicate our changes.

“TotalEnergies Joint Venture

On March 3, 2021, we entered an
agreement (“TotalEnergies JV Agreement”) with TotalEnergies that created a 50/50 joint venture (“TotalEnergies JV”)
to develop ADG RNG production facilities in the United States. The TotalEnergies JV Agreement contemplates that the TotalEnergies JV will
invest up to $400 million of equity in production projects, and TotalEnergies and the Company each committed to initially provide $50
million for the TotalEnergies JV. Pursuant to the TotalEnergies JV Agreement, the Company and TotalEnergies have given the TotalEnergies
JV a limited right of first opportunity to invest in ADG RNG projects they respectively originate. On October 12, 2021, we entered
into an LLC agreement (the “DR Development Agreement”) with TotalEnergies to develop a dairy ADG RNG production facility project
(the “DR JV”). Under the DR Development Agreement, we and TotalEnergies have each committed to contribute $7.0 million to
the DR JV. On November 1, 2021, we and TotalEnergies have each contributed an initial $4.8 million capital contribution to the DR
JV. The DR JV is planned to be substantially complete between late 2022 to early 2023 and is estimated to produce up to 1.1 million
GGEs of RNG annually, all of which will be available to the Company.

bp Joint Venture

On April 13, 2021, pursuant to
a memorandum of understanding we entered into with bp in December 2020, we entered an agreement (“bp JV Agreement”)
with bp that created a 50/50 joint venture (the “bpJV”) to develop, own and operate new ADG RNG production facilities in
the United States. Pursuant to the bp JV Agreement, bp and the Company each committed to provide $50.0 million and $30.0 million, respectively,
with an option available to the Company, exercisable prior to August 31, 2021, to commit an additional $20.0 million to the bpJV.
bp’s initial $50.0 million contribution was made on April 13, 2021 and consisted of all unpaid principal outstanding under
the loan agreement dated December 18, 2020 (see Note 12), pursuant to which bp advanced $50.0 million to the Company to fund capital
costs and expenses incurred prior to formation of the bpJV, including capital costs and expenses for permitting, engineering, equipment,
leases and feed stock rights. On June 21, 2021, we contributed $50.2 million to the bpJV. In December 2021, the bpJV authorized
a capital call (the “bpJV Capital Call”) for additional funding of $143.2 million to construct ADG RNG projects under the
bpJV. Pursuant to the bpJV Capital Call, we and bp are each required to contribute $71.6 million to the bpJV. As of December 31,
2021, we and bp have contributed $20.0 million and $71.6 million, respectively, to the bpJV in connection with the bpJV Capital Call.
The remaining contribution balance of $51.6 million due from us will be paid on or prior to June 30, 2022. As of December 31,
2021, we and bp each own 50% of the bpJV. 100% of the RNG produced from projects developed and owned by the bpJV will be provided
to the vehicle fuels market available to the Company pursuant to our existing marketing agreement with bp. Currently,
there are six ADG RNG projects under construction in the bpJV which are planned to be substantially complete between fourth quarter 2022
through the third quarter 2023 and are estimated collectively to produce up to 12.2 million GGEs of RNG annually.”

    4

Properties, page 31

 2. We note your disclosures on pages 4, 5, 23 and 35 explaining that you have a fleet of 74 tanker
trailers that are used to deliver RNG to 548 fueling stations in the U.S. and 25 fueling stations in Canada, which you own, operate or
supply, and have 30 nearly completed stations that are not open due to an insufficient number of customers.

Please expand your disclosures
under this heading to quantify the number of fueling stations that you own, describe the arrangements under which you operate and supply
the others, and discuss the suitability, adequacy, productive capacity, and extent of utilization of these facilities, as well as the
fleet of tanker trailers and the LNG liquefaction plants that you identify, to comply with Item 102 of Regulation S-K.

Please also identify the facilities
involved in blending the RNG with CNG or LNG, and describe any arrangements to utilize facilities that you do not own, as may be involved
in gathering, blending, processing, storage and distribution.

Response:

The Company acknowledges the
Staff’s comments and respectfully advises the Staff that the Company monitors all stations relative to customer needs and
their transportation demographics, as well as the day-to-day operational performance of each station. The Company will often build
additional stations to accommodate specific freight lane volumes at the request of its customers. The Company has a station
technician workforce throughout North America that routinely monitors the suitability and capacity utilization of stations including
performing maintenance on the stations in the network. Volume of GGEs delivered is also monitored and considered a key performance
indicator at each station, although each station has unique configurations with unique volume throughput capacities. Further, we
maintain the network of stations and evaluate GGE volumes delivered consistently whether the station equipment is owned by the
Company or owned by a customer where the Company is under an O&M contract or supplies CNG or LNG. Accordingly, we believe the
overall station count and collective GGE volumes delivered are meaningful and give a good perspective of the total station network
size and throughput, but we do not believe that disclosure of stations as owned, not owned or co-owned or detailed operational data
on utilization would provide added material or useful information to investors, and would add a level of complexity that may detract
from the focus on broader key performance indicators. Neverthe

CORRESP
1
filename1.htm

Clean Energy Fuels Corp.

4675 MacArthur Court, Suite 800

Newport Beach, CA 92660

August 12, 2022

VIA EDGAR AND EMAIL

Mark Wojciechowski

Staff Accountant

United States Securities and Exchange Commission

Division of Corporate Finance

Office of Energy & Transportation

100 F Street, N.E.

Washington, D.C. 20549-3561

  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 Mr. Wojciechowski:

Clean Energy Fuels Corp. (the “Company”) is in receipt
of the comment letter of the Securities and Exchange Commission (the “Commission”) dated August 8, 2022 (the “Comment
Letter”) with respect to the Company’s filing referenced above. In the Comment Letter, the Commission requested that the Company
respond to its comments set forth therein within ten business days of August 8, 2022, or advise the Commission when the Company would
provide a response.

The Company is in the process of preparing a response to the Comment
letter and, as discussed by telephone on August 11, 2022, respectfully requests an extension of time to respond. The Company plans to
respond to the comment letter no later than Wednesday, September 7, 2022.

Thank you for your consideration of the requested extension. If you
have any comments or questions, please contact me at 949-437-1000.

Sincerely,

  /s/ Robert M. Vreeland

Robert M. Vreeland

Chief Financial Officer

Clean Energy Fuels Corp.

United States securities and exchange commission logo
August 8, 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 Mr. Vreeland:
            We have reviewed your filing 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.
Form 10-K for the Fiscal Year ended December 31, 2021
Business
Our Strategy, page 9
1.We note that you have disclosure on page 5 indicating that during 2021 you purchased
9.2% of the LNG sold from third-parties, while disclosure on page 10 indicates that RNG
purchased, then blended and sold with CNG or LNG was obtained from over 60 supply
sources, although no details of the arrangements are provided.

Please expand the disclosure referenced above to clarify the extent to which the 90.8%
balance of LNG, which was apparently produced at your two liquification plants during
2021, was derived from purchased RNG and CNG; and describe the process and facilities
involved in blending purchased RNG with CNG and LNG prior to resale.

 FirstName LastNameRobert Vreeland
 Comapany NameClean Energy Fuels Corp.
 August 8, 2022 Page 2
 FirstName LastNameRobert Vreeland
Clean Energy Fuels Corp.
August 8, 2022
Page 2
Please also revise your filing to include disclosure that is focused on identifying
your particular sources of RNG, CNG, and LNG, purchased and sold through your
distribution network during those periods covered by your report, including details of the
arrangements governing these relationships, such as the volumes that are available to you
or which you have committed to purchase, and the manner by which pricing is
established, to comply with Item 101(c)(iii)(A) of Regulation S-K.

Given the economic distinctions made in describing the types of RNG in your disclosures
on pages 7 and 8, also clarify the extent to which your sources of RNG have provided you
with anaerobic digester gas (ADG) versus landfill gas (LFG).

Given the nature of the two joint ventures that you mention in disclosures on pages 76 and
77, including the amount you have invested to develop ADG RNG production facilities,
also provide disclosure about the scope of the projects to be undertaken, the estimated
timeframe for development and production to commence, and estimated volumes of RNG
that will become available to you through these arrangements.
Properties, page 31
2.We note your disclosures on pages 4, 5, 23 and 35 explaining that you have a fleet of 74
tanker trailers that are used to deliver RNG to 548 fueling stations in the U.S. and 25
fueling stations in Canada, which you own, operate or supply, and have 30 nearly
completed stations that are not open due to an insufficient number of customers.

Please expand your disclosures under this heading to quantify the number of fueling
stations that you own, describe the arrangements under which you operate and supply the
others, and discuss the suitability, adequacy, productive capacity, and extent of utilization
of these facilities, as well as the fleet of tanker trailers and the LNG liquefaction plants
that you identify, to comply with Item 102 of Regulation S-K.

Please also identify the facilities involved in blending the RNG with CNG or LNG, and
describe any arrangements to utilize facilities that you do not own, as may be involved in
gathering, blending, processing, storage and distribution.
Management's Discussion and Analysis of Financial Condition and Results of Operations
Performance Overview, page 36
3.Please modify your references to gasoline gallon equivalents (GGEs) on pages 3 and 34,
and provide disclosure adjacent to your tabulation of such volumes on page 37, to describe
the conversion formula that you have utilized to convert CNG and LNG, and to confirm
that all associated quantifications in your filing are based on the same formula or if this is
not the case identify the variations and explain your rationale.

 FirstName LastNameRobert Vreeland
 Comapany NameClean Energy Fuels Corp.
 August 8, 2022 Page 3
 FirstName LastNameRobert Vreeland
Clean Energy Fuels Corp.
August 8, 2022
Page 3
4.Please expand the disclosures adjacent to your tabulations of delivered volumes on page
37 as necessary to clarify whether such volumes also correspond to your purchases and
sales of RNG, CNG and LNG during those periods covered by your annual report; and if
this is not the case, include such details in separate tabulations.

Please ensure that disclosures pertaining to your sales of RNG, CNG and LNG here and
elsewhere in the filing clarify the extent to which these products are being generated
directly from properties or projects in which you have an ownership interest, as opposed
to being purchased from third parties.
5.We note that the measures you report as gross margin in the last table on page 37 reflect
the product and service revenues that you report on page 60, net of the product and service
cost of sales, without considering depreciation and amortization, which you have indicated
is attributable to cost of sales.

If your intent was to present gross margin in accordance with GAAP, you
should recalculate these measures to reflect all costs that would be attributable to cost of
sales under GAAP, such as depreciation and amortization.

Alternatively, if you retain the measures, these should be identified as non-GAAP
measures and you should provide all of the information that is prescribed by Item 10(e) of
Regulation S-K. For example, you would need to choose a different label for your non-
GAAP measure and provide a reconciliation from the most comparable GAAP-based
measure, which we would view as gross margin in accordance with GAAP.

Please submit the revisions that you propose to either correct your computations of these
measures or to follow the guidance applicable to non-GAAP measures.
Results of Operations, page 47
6.We note that you provide a tabulation of percentage changes in all of the line items
reported in your Statements of Operations, including separate lines for product and service
revenues, and product and service cost of sales, although none of the percentages appear
to be referenced in your discussion and analysis.

Further, it appears that your discussion and analysis is focused on alternate compositions
of revenues and cost of revenues which do not directly correlate with the line items
reported in your tabulation of percentages or your Statements of Operations; and it
appears that you have attributed some changes to multiple factors, including offsetting
factors, without quantification of the amounts.

Given these observations along with those pertaining to your disaggregation of revenues,
we believe that you will need to revise your disclosures to include quantitative and
qualitative details of the various revenue components and material changes in these and
other cost components to comply with Item 303(b) and (b)(2) of Regulation S-K.

 FirstName LastNameRobert Vreeland
 Comapany NameClean Energy Fuels Corp.
 August 8, 2022 Page 4
 FirstName LastNameRobert Vreeland
Clean Energy Fuels Corp.
August 8, 2022
Page 4
Please address the economics associated with the mix and changes in the mix of RNG,
CNG, and LNG purchases and sales, to include relevant volumetric quantifications, and
explain how volumes of RNG underlying the RIN, LCFS, and AFTC credit revenues
compare to one another and the volumes reported on page 37.

For example, this may involve quantifying the credits on a per unit basis, identifying
material changes from period-to-period, and indicating the extent to which you had
generated credits in one period that were not monetized until a subsequent period.

Please also expand your disclosure on page 68 to describe the general process and
timeframe involved in your generation and conveyance of the credits.
7.We note your disclosures of an effective price per gallon and effective cost per gallon on
pages 48 and 49, which you indicate are based on total GGEs delivered less GGEs
delivered by non-consolidated entities.

You also indicate that your figures include revenues and costs associated with services
and exclude the effects of the Amazon warrant and your accounting for other derivatives,
both of which appear to have resulted in an offset to revenues during 2021.

Please clarify whether the delivery volumes reported on page 37 include the GGEs
delivered by non-consolidated entities, as referenced in your discussion of effective prices
and costs, and if this is the case quantify these volumes and explain your rationale in
presenting quantities unrelated to the consolidated group. Otherwise, please clarify your
intent in making this distinction in your description of the measures.

Please also provide disclosure under Properties on page 31 to provide information about
capacity and utilization of your distribution network.  For example, please indicate the
extent to which your distribution network is being utilized by non-consolidated entities
and describe the arrangements that are governing those relationships.

Given that your per gallon measures reflect economic activity that you ascribe to services,
and exclude elements that you report as offsets to revenue to comply with GAAP, it
appears that you should identify your per gallon measures as non-GAAP measures and
provide the disclosures required by Item 10(e) of Regulation S-K.
Financial Statements
Note 2 - Revenue from Contracts with Customers, page 73
8.We note that you have a "Volume-related" category in your tabulation of disaggregated
revenues, which you describe as sales of RNG, CNG, LNG, O&M services, RIN Credits,
LCFS Credits, and activity associated with certain warrants and other derivatives, which
collectively appear to represent about 85% of total revenues for 2021.

Given the mix of revenue sources in the measure, along with various disclosures provided
elsewhere in your filing, it is unclear why each component would not have been separately

 FirstName LastNameRobert Vreeland
 Comapany NameClean Energy Fuels Corp.
 August 8, 2022 Page 5
 FirstName LastNameRobert Vreeland
Clean Energy Fuels Corp.
August 8, 2022
Page 5
reported pursuant to FASB ASC 606-10-50-5, and 55-89 through 55-91, in order to
accurately depict how the nature, amount, timing, and uncertainty of revenue and cash
flows are affected by economic factors.

Tell us how you have considered the disclosures referenced in each of the following
points in your application of the aforementioned guidance. It should be clear how you
have considered the emphasis placed on the various components and differences in the
economic and risk profiles in determining that no further disaggregation would be
required, if this is your view.  Alternatively, if you find that further disaggregation would
be appropriate after considering these observations, please submit the revisions that you
propose to further disaggregate the Volume-related category.

•There is a distinction made between product and service revenues in your Statements
of Operations on page 60, and your analyses of those details on page 48.

•You state that operating results and resource allocation decisions for components of
the business "...are based on gross margins and volumes delivered by market sector
and volume type" in your disclosure on page 106.

•In your earnings release for the recently completed fiscal quarter, you attribute the
increase in revenues to "...continued growth in Amazon and in our airports, refuse
and public transit customer markets" as well as increased sales of RNG.

•You state that in evaluating operating performance on page 36, "we focus primarily
on: (1) the amount of RNG, CNG and LNG GGEs delivered...." and you report the
corresponding volumes on page 37.

•You state that "markets for Environmental Credits have been volatile and
unpredictable in recent periods" in your disclosure on page 19.

•In describing risks related to supply on page 18, you state that projects for the
production of RNG "often experience unpredictable production levels or other
difficulties due to a variety of factors."

•You have disclosure on page 21, stating that ADG projects "typically face a long and
variable development cycle."

•The disclosure on page 21 also include contrast between ADG and LFG as sources
for RNG, stating that "Livestock waste and dairy farm projects have different
economic models and risk profiles than landfill facilities."
Note 13 - Stockholders' Equity, page 90
9.We understand from your disclosures on pages 97 and 98 that you booked an $83.6
million charge as a stock-based sales incentive related to the Amazon Warrant as an offset

 FirstName LastNameRobert Vreeland
 Comapany NameClean Energy Fuels Corp.
 August 8, 2022 Page 6
 FirstName LastName
Robert Vreeland
Clean Energy Fuels Corp.
August 8, 2022
Page 6
to revenue during 2021, including $76.6 million for "Warrant Shares" and "Additional
Warrant Shares that vested right away, and $ 7.0 million associated with fuel purchases.

Given your disclosure on page 107, indicating that no customer accounted for more than
10% of your revenues, and considering that the charge appears to have represented about
28% of revenues before considering the offset, please clarify how the charge compares to
the revenue recognized from Amazon during the period, and how you determined that
the charge would appropriately correspond as an offset to that revenue.

Tell us how you applied the guidance in FASB ASC 606-10-32-1 through 32-45, in
determining the transaction price and in allocating it to the performance obligations.
Please also identify the relevant exhibit and the particular sections of the sales agreement
that you believe correspond to the performance obligations and explain how you assessed
performance relative to those obligations in accounting for the warrants.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            You may contact Mark Wojciechowski, Staff Accountant, at (202) 551-3759 or Karl
Hiller, Branch Chief, at (202) 551-3686 if you have any questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation

October 17, 2019
Andrew J. Littlefair
President and Chief Executive Officer
Clean Energy Fuels Corp.
4675 MacArthur Court, Suite 800
Newport Beach, CA 92660
Re:Clean Energy Fuels Corp.
Form 10-K for Fiscal Year Ended December 31, 2018
Filed March 12, 2019
File No. 001-33480
Dear Mr. Littlefair:
            We have completed our review of your filing.  We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation

CORRESP
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October 7, 2019

Via EDGAR Submission

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F St. Street, NE

Washington, D.C. 20549

Attn:                    Jennifer Thompson, Accounting Branch Chief

Sondra Snyder, Staff Accountant

Andrew Blume, Staff Accountant

RE:                          Clean Energy Fuels Corp.

Form 10-K for Fiscal Year Ended December 31, 2018

Filed March 12, 2019

File No. 001-33480

Dear Ms. Thompson:

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 September 23, 2019 (the “Comment Letter”) with respect to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2018 (File No. 001-33480) filed with the Commission on March 12, 2019 (the “Annual Report”).

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 Annual Report.

****

Form 10-K for Fiscal Year Ended December 31, 2018

Management’s Discussion and Analysis of Financial Condition and Results of Operations

Critical Accounting Policies

Impairment of Goodwill and Long-Lived Assets, page 33

1.                                      Given the recent and continuing decline of your market capitalization, please tell us if you performed an interim goodwill impairment test during the third quarter of fiscal year 2019. Also tell us if you consider, both on a current and historical basis, your sole reporting unit to be at risk of failing step one of the goodwill impairment test. Please note that a reporting unit is at risk of failing step one of the impairment test if it has a fair value that is not substantially in excess of carrying value. If your reporting unit is not at risk based on your most recent impairment test, please disclose this to your readers as we believe it provides them with valuable information in assessing the sensitivity of your goodwill to future impairment. Alternatively, if your reporting unit is at risk of failing step one of the impairment test and a material impairment charge could occur, please disclose the following:

·                                         The percentage by which fair value exceeded carrying value as of the date of the most recent test. Please quantify for us this percentage as of your most recent quantitative impairment test;

1

·                                         A description of the methods and key assumptions used and how the key assumptions were determined;

·                                         A discussion of the degree of uncertainty associated with the key assumptions. The discussion regarding uncertainty should provide specifics to the extent possible (e.g., the valuation model assumes recovery from a business downturn within a defined period of time); and

·                                         A description of potential events and/or changes in circumstances that could reasonably be expected to negatively affect the key assumptions.

Response:

The Company acknowledges the Staff’s comments and respectfully advises the Staff that the Company performs its goodwill impairment test on an annual basis on October 1, and between annual tests in certain circumstances in accordance with Accounting Standards Codification (“ASC”) 350-20-35-28 and 35-30. The Company performed its annual test for 2018 on October 1, 2018 and concluded that the fair value of its reporting unit was substantially in excess of its carrying value.

In addition to the annual test, on a quarterly basis, the Company evaluates whether there are events or circumstances that would more likely than not reduce the fair value of its reporting unit below its carrying value, on a sustained basis, and therefore require an interim impairment test. In this evaluation, the Company considers the list of events and circumstances contained in ASC 350-20-35-3C, as well as others. Following this quarterly evaluation, the Company has concluded for the periods ended December 31, 2018, March 31, 2019 and June 30, 2019 that there were no events or circumstances that would more likely than not reduce the fair value of its reporting unit below its carrying value, on a sustained basis. Accordingly, the Company believes its sole reporting unit was not at risk of failing step one of the goodwill impairment test during these historical periods. The Company is in the process of evaluating its third quarter of 2019 for events and circumstances to determine if there are indicators of an impairment of goodwill during this period.

In its future filings, the Company will disclose whether or not its reporting unit is at risk of failing step one of the goodwill impairment test and will consider the requirements of Item 303(a)(3)(ii) of Regulation S-K and the Staff’s interpretive guidance in Section V of Release No. 33-8350 in connection with such disclosure. If we believe our sole reporting unit is at risk of failing step one of the goodwill impairment test, the Company will include the Staff’s requested disclosures as noted above in its next filing that contains financial information.

Note 4 - Divestitures

BP Transaction, page 68

2.                                      We note that you recognized an approximate $4.8 million “Gain from sale of certain assets of subsidiary” during fiscal 2018 related to the approximate $5.4 million cash payment you received during March 2019 upon the satisfaction of certain performance criteria of the assets sold in the BP Transaction. Please explain to us in reasonable detail how you determined the amount of gain recognized during fiscal 2018. In doing so, tell us the amount of cash payments you made and the number and fair value of common shares you issued to former holders of Clean Energy Renewable Fuels options and how, if at all, such amounts impacted the gain recorded.

2

Response:

The Company acknowledges the Staff’s comments and respectfully advises the Staff that, pursuant to the Company’s asset purchase agreement (“APA”) with BP entered into on February 27, 2017 and completed on March 31, 2017, BP is required to pay the Company’s wholly owned subsidiary, Renewables, up to an additional $25.0 million in cash over a five-year period if certain performance conditions relating to the assets sold are met.

During fiscal 2018, the assets sold to BP under the APA met the performance conditions set forth in the APA, resulting in Renewables earning a $5.4 million cash payment from BP. While the payment was received in March 2019, the conditions for such payment had been met, and therefore such payment had been earned, as of December 31, 2018. Additionally, in accordance with the terms of the APA, as a result of meeting the performance conditions as of December 31, 2018 and earning the $5.4 million cash payment, the Company was required to make payments of an aggregate of $0.6 million to the former holders of options to purchase membership units in Renewables (the “Renewables Options”), which payments were accrued as of December 31, 2018.

The gain recorded for fiscal 2018 was determined based on the $5.4 million gross amount earned during the period less the $0.6 million cash payments that would be made to the former holders of Renewables Options, for a net gain of $4.8 million for the year ended December 31, 2018. All consideration given to the former holders of Renewables Options that was earned in fiscal 2018 was paid in cash.

SAFE&CEC S.r.l., page 68

3.                                      Please provide us with your fiscal year 2018 income significance test under Rule 3-09 of Regulation S-X for your equity method investment in SAFE&CEC S.r.l.. Please ensure that the numerator is calculated based on your proportionate share of the pre-tax income (loss) from continuing operations reflected in the separate financial statements of the investee prepared in accordance with U.S. GAAP and that the denominator excludes the portion of your income (loss) before income tax expenses attributable to any non-controlling interests in your subsidiaries.

Response:

The Company respectfully acknowledges the Staff’s comments regarding the income significance test with respect to our equity method investee, SAFE&CEC S.r.l. Pursuant to the requirements of Rule 3-09(a) of Regulation S-X with respect to a 50 percent-or-less owned person, the Company performed the income significance test on SAFE&CEC S.r.l. for the year ended December 31, 2018 as outlined in Rule 1-02(w) of Regulation S-X, as shown below:

Income Significance Test Pursuant to Rule 3-09

($ in thousands)

Numerator(1)

Denominator(2)

Significance

Income

(2,523

)

(3,449

)

73.2

%

(1) Pursuant to paragraph 2410.3 of the Division of Corporation Finance’s Financial Reporting Manual (“FRM”), the numerator represents the Company’s proportionate share of the pre-tax loss from continuing operations of SAFE&CEC S.r.l. for the year ended December 31, 2018, prepared in accordance with U.S. GAAP.

3

(2) Pursuant to paragraph 2410.4 of the FRM, the denominator represents the Company’s pre-tax loss excluding the pre-tax loss attributable to non-controlling interests in its subsidiaries for the year ended December 31, 2018, prepared in accordance with U.S. GAAP.

The Company acknowledges that strict adherence to the income significance test in accordance with applicable guidance would suggest the need for filing separate audited financial statements for SAFE&CEC S.r.l. for the year ended December 31, 2018, pursuant to Rule 3-09 of Regulation S-X. Considering the summarized financial information for SAFE&CEC S.r.l. contained in the notes to the Company’s consolidated financial statements, however, the Company does not believe the separate financial statements for SAFE&CEC S.r.l. are meaningful or material to an investor’s understanding of the Company’s financial position or results of operations for the year ended December 31, 2018. Accordingly, the Company has submitted a letter dated October 7, 2019 to the Division of Corporation Finance´s Office of the Chief Accountant requesting a waiver from the obligation to provide separate audited financial statements for SAFE&CEC S.r.l. pursuant to Rule 3-09 of Regulation S-X.

* * * *

If you have any questions or would like further information concerning the Company’s responses to the Comment Letter, please do not hesitate to contact me at (949) 437-1000.

Sincerely,

/s/ J. Nathan Jensen

J. Nathan Jensen

Senior Vice President   Corporate Transactions and Chief Legal Officer

Clean Energy Fuels   Corp.

4

September 23, 2019
Andrew J. Littlefair
President and Chief Executive Officer
Clean Energy Fuels Corp.
4675 MacArthur Court, Suite 800
Newport Beach, CA 92660
Re:Clean Energy Fuels Corp.
Form 10-K for Fiscal Year Ended December 31, 2018
Filed March 12, 2019
File No. 001-33480
Dear Mr. Littlefair:
            We have reviewed your filing 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.
Form 10-K for Fiscal Year Ended December 31, 2018
Management's Discussion and Analysis of Financial Condition and Results of Operations
Critical Accounting Policies
Impairment of Goodwill and Long-Lived Assets, page 33
1.Given the recent and continuing decline of your market capitalization, please tell us if you
performed an interim goodwill impairment test during the third quarter of fiscal year
2019.  Also tell us if you consider, both on a current and historical basis, your
sole reporting unit to be at risk of failing step one of the goodwill impairment test.  Please
note that a reporting unit is at risk of failing step one of the impairment test if it has a fair
value that is not substantially in excess of carrying value.  If your reporting unit is not at
risk based on your most recent impairment test, please disclose this to your readers as we
believe it provides them with valuable information in assessing the sensitivity of your
goodwill to future impairment.  Alternatively, if your reporting unit is at risk of failing
step one of the impairment test and a material impairment charge could occur, please

 FirstName LastNameAndrew J. Littlefair
 Comapany NameClean Energy Fuels Corp.
 September 23, 2019 Page 2
 FirstName LastNameAndrew J. Littlefair
Clean Energy Fuels Corp.
September 23, 2019
Page 2
disclose the following:
•The percentage by which fair value exceeded carrying value as of the date of the most
recent test.  Please quantify for us this percentage as of your most recent quantitative
impairment test;
•A description of the methods and key assumptions used and how the key assumptions
were determined;
•A discussion of the degree of uncertainty associated with the key assumptions.  The
discussion regarding uncertainty should provide specifics to the extent possible (e.g.,
the valuation model assumes recovery from a business downturn within a defined
period of time); and
•A description of potential events and/or changes in circumstances that could
reasonably be expected to negatively affect the key assumptions.
Note 4 - Divestitures
BP Transaction, page 68
2.We note that you recognized an approximate $4.8 million “Gain from sale of certain
assets of subsidiary” during fiscal 2018 related to the approximate $5.4 million cash
payment you received during March 2019 upon the satisfaction of certain performance
criteria of the assets sold in the BP Transaction.  Please explain to us in reasonable detail
how you determined the amount of gain recognized during fiscal 2018.  In doing so, tell
us the amount of cash payments you made and the number and fair value of common
shares you issued to former holders of Clean Energy Renewable Fuels options and how, if
at all, such amounts impacted the gain recorded.
SAFE&CEC S.r.l., page 68
3.Please provide us with your fiscal year 2018 income significance test under Rule 3-09 of
Regulation S-X for your equity method investment in SAFE&CEC S.r.l..  Please ensure
that the numerator is calculated based on your proportionate share of the pre-tax income
(loss) from continuing operations reflected in the separate financial statements of the
investee prepared in accordance with U.S. GAAP and that the denominator excludes the
portion of your income (loss) before income tax expenses attributable to any non-
controlling interests in your subsidiaries.

            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.

 FirstName LastNameAndrew J. Littlefair
 Comapany NameClean Energy Fuels Corp.
 September 23, 2019 Page 3
 FirstName LastName
Andrew J. Littlefair
Clean Energy Fuels Corp.
September 23, 2019
Page 3
            You may contact Sondra Snyder, Staff Accountant at (202) 551-3332 or Andrew Blume,
Staff Accountant at (202) 551-3254  with any questions about the comments, or Jennifer
Thompson, Accounting Branch Chief at (202) 551-3737 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Consumer Products

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CORRESP

 4675 MacArthur Court, Suite 800

Newport Beach, California 92660

 949.437.1000

www.cleanenergyfuels.com

 VIA EDGAR

August 14, 2018

 United States Securities and Exchange
Commission

 Division of Corporation Finance

 100 F Street,
N.E.

 Washington, D.C. 20549

 Attention: Mara L. Ransom,
Assistant Director

RE:
 Clean Energy Fuels Corp.

 Registration Statement on Form S-3

 Filed August 7, 2018

 File No. 333-226656

 Request for Acceleration

Dear Sir or Madam:

 Pursuant to Rule 461 promulgated under
the Securities Act of 1933, as amended, the undersigned registrant, Clean Energy Fuels Corp., a Delaware corporation, hereby requests that the Securities and Exchange Commission take appropriate action to cause the above-referenced Registration
Statement on Form S-3 be declared effective at 4:00 p.m., New York City time, on August 16, 2018, or as soon as practicable thereafter.

Very truly yours,

 CLEAN ENERGY FUELS CORP.

By:

/s/ J. Nathan Jensen

J. Nathan Jensen

Sr. Vice President Corporate Transactions and Chief Legal Officer

cc:
 Jennifer López, Securities and Exchange Commission

Mail Stop 3561
August 13 , 2018

Andrew J. Littlefair
President and Chief Executive Officer
Clean Energy Fuels Corp.
4675 MacArthur Court, Suite 800
Newport Beach, California 92660

Re: Clean Energy Fuels Corp.
  Registration Statement on Form S-3
Filed  August 7, 2018
  File No.  333-226656

Dear Mr. Littlefair :

This is to advise you that we have not  reviewed and will not review your registration
statement .

Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.

Please  contact Katherine Bagley  at (202) 551 -2545  with any questions.

Sincerely,

 /s/ Jennifer López for

Mara L. Ransom
Assistant Director
Office of Consumer Products

Mail Stop 3561
February 1, 2018

Mr. Andrew J. Littlefair
President and Chief Executive Officer
Clean Energy Fuels Corp.
4675 MacArthur Court, Suite 800
Newport Beach, CA  92660

Re: Clean Energy Fuels Corp.
 Form 10-K for Fiscal Year Ended December 31, 2016
Filed March 7, 2017
File No. 001 -33480

Dear  Mr. Littlefair :

We have completed our review of your filing.  We remind you that the company and its
management are responsible for the accuracy and adequacy of the ir disclosure s, notwithstanding
any review, comments, action or absence of action by the staff .

Sincerely,

 /s/ Jennifer Thompson

Jennifer Thompson
Accounting Branch Chief
Office of Consumer Products

CORRESP
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		Document

January 2, 2018

Via EDGAR Submission

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F St. Street, NE

Washington, D.C. 20549

Attn: Jennifer Thompson, Accounting Branch Chief

Sondra Snyder, Staff Accountant

Elizabeth Sellars, Staff Accountant

RE:

Clean Energy Fuels Corp.

Form 10-K for Fiscal Year Ended December 31, 2016 Filed March 7, 2017

Form 10-Q for Fiscal Quarter Ended September 30, 2017 Filed November 2, 2017

File No. 001-33480

Dear Ms. Thompson:

Clean Energy Fuels Corp. (the “Company”) 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 December 15, 2017 (the “Comment Letter”) with respect to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2016 (File No. 001-33480) filed with the Commission on March 7, 2017 (the “Annual Report”), and the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2017 (File No. 001-33480) filed with the Commission on November 2, 2017 (the “Quarterly Report”).

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 Annual Report and the Quarterly Report.

****

Form 10-Q for Fiscal Quarter Ended September 30, 2017

Financial Statements

Note 2 – Asset Impairments, Other Charges and Inventory Valuation Provision, page 7

1.

 We note from your disclosures that as a result of the asset impairments recorded during the third quarter you determined that sufficient indicators of impairment existed to trigger interim goodwill impairment testing and that as a result of that testing you concluded that it was more likely than not that the fair value of your reporting unit exceeded its carrying value at September 30, 2017 and no impairment was required.  It appears that at September 30, 2017, based on the price of your common stock as of September 29, 2017, the net book value of your stockholders’ equity exceeded your market capitalization by approximately $91.1 million.  In

1

order to help us understand how you determined the fair value of your reporting unit, please address the following comments:

•

 Tell us how you determined that you have a single reporting unit.

•

 Tell us in reasonable detail how you determined the fair value of your reporting unit. Please include the specific method(s) utilized.

•

 Tell us the material assumptions used under each method utilized.  Examples might include: how cash flows were estimated, the discount rate used, the principal market and market participants selected.  Please ensure your response addresses how you determined each of the assumptions used was appropriate.

•

 If you utilized multiple approaches in determining fair value, please tell us the relative weighting assigned to each method and how you determined the weighting was appropriate.

•

 Please provide us with a reconciliation of the fair value of your reporting unit to your market capitalization.  If applicable, provide support for any control premiums.  Refer to ASC 350-20-35-22 and -23.

Response:

The Company acknowledges the Staff’s comments and respectfully advises the Staff that although the Company’s net book value of stockholders’ equity exceeded its market capitalization by approximately $91.1 million at September 30, 2017, the fair value of the Company’s reporting unit exceeded the net book value of stockholders’ equity at such date and thus no goodwill impairment was required. A discussion of the Company’s assessment to arrive at this determination is provided below by separately responding to each of the Staff’s individual comments.

•

 Tell us how you determined that you have a single reporting unit.

Response

The Company determined that it has a single reporting unit in accordance with Accounting Standards Codification (“ASC”) 350, which defines a reporting unit as an operating segment (i.e., before aggregation or combination), or one level below an operating segment (i.e., a component).

The Company has one operating segment comprised of the following activities or components (“the Components”) at September 30, 2017:

•

 Selling CNG, LNG, and RNG fuel (“natural gas”) and providing operation and maintenance (O&M) services to the associated customer-owned fueling stations.

•

 Designing and constructing natural gas fueling stations and facility modifications and selling those to customers.

•

 Selling natural gas fueling compressors and related equipment and maintenance services.

The Company determined it had one operating segment using the criteria set forth in ASC paragraph 280-10-50-1 which states that an operating segment is a component of a public entity that has all of the following characteristics:

a.

 It engages in business activities from which it may earn revenues and incur expenses (including revenues and expenses relating to transactions with other components of the same public entity).

2

b.

 Its operating results are regularly reviewed by the public entity’s chief operating decision maker (“CODM”) to make decisions about resources to be allocated to the segment and assess its performance.

c.

 Its discrete financial information is available.

The Company determined that each of the Components satisfied criteria (a) and (c) but none of the Components satisfied criterion (b). As a result, because all of criteria (a), (b) and (c) must be satisfied for a component to be considered an operating segment, the Company determined that none of the Components was a separate operating segment and rather all of the Components collectively comprised the Company’s one, single operating segment.

The Company determined that none of the Components satisfied criterion (b) by assessing the manner in which the CODM reviews the Company’s operating results.

In addition, the Company considered the guidance in ASC 350-20-35-34 that states a component of an operating segment is a reporting unit if the component constitutes a business for which discrete financial information is available and segment management, as that term is defined in paragraph 280-10-50-7 and 8, regularly reviews the operating results of that component.

The Company’s Chief Executive Officer is the Company’s CODM and the segment manager because he is the individual primarily responsible for making the operating decisions of the Company. In reviewing and evaluating the Company’s operating performance, the CODM assesses the Company in light of its business strategy, which is to build a foundation through the Company’s and its customers’ distribution networks to support the anticipated growth in the use of natural gas as a vehicle fuel. This strategy is heavily dependent upon the broad adoption of natural gas as a main fuel source for commercial and industrial vehicles, and the CODM views all of the Components as parts of one integrated plan to stimulate this adoption and execute on the Company’s business strategy. In his review and assessment of the Company’s operations, the CODM primarily focuses on aspects of the Company’s operations that, in his view, are indicators of the Company’s implementation of this business strategy.

The CODM obtains information primarily through reviewing consolidated volume and financial information and reports provided by the Company’s Chief Financial Officer (“CFO”) at Executive meetings and presentations to Company’s Board of Directors. The frequency and content of information received is detailed below.

On a monthly basis, the CODM receives the following:

•

 A volume report which contains the volume of CNG, LNG and RNG gasoline gallon equivalents delivered.

The CODM regularly reviews volume of CNG, LNG and RNG delivered, as volume delivered is the overarching key metric that allows the CODM to assess the overall financial performance of the Company. The CODM uses this information to make company-wide and timely decisions related to investment in infrastructure and other capital commitments, changes in personnel, dispatching corporate employees to assist in operational improvement, and the allocation of any other Company resources.

The CODM receives the information below at bi-monthly executive meetings and quarterly Board of Directors meetings:

3

•

 Volume, volume-related revenue and gross margin by market sector (trucking, refuse, transit, fleet services and bulk delivery) and by volume type (O&M, fuel, and fuel and O&M), and any fueling station revenues and gross margin by market sector.

•

 Consolidated profit and loss statements with volume, and per gallon delivered gross margin, including revenues as disclosed in the key operating data section of the Annual Report and Quarterly Report and their related gross margin, consolidated SG&A, net income and Adjusted EBITDA.

During executive and Board of Directors meetings, the CODM does not receive, on a disaggregated basis, balance sheets, income statements, cash flows (financial statements) and SG&A for the Components. The CODM does not have sufficient information or adequate measures of profitability to assess performance or allocate assets among the Components. Consequently, senior managements’ compensation is determined on the Company’s consolidated results as opposed to the individual component results.

As described above, the CODM uses volume and financial information at the consolidated level for decision making purposes related to the assessment of performance and allocation of resources. The primary focus of the CODM’s review is on volume growth. The CODM does not regularly review information about the Components, and therefore ASC paragraphs 350-20-35-33 through 36 would preclude the Company from identifying the Components as separate reporting units. ASC 350-20-35-36 states that an operating segment shall be deemed to be a reporting unit if all of its components are similar, if none of its components is a reporting unit, or if it comprises only a single component.

Based on the above guidance and discussion, the Company determined that it has a single reporting unit based upon its determination that it has a single operating segment.

•

 Tell us in reasonable detail how you determined the fair value of your reporting unit. Please include the specific method(s) utilized.

Response

The Company determined the fair value of its reporting unit by calculating the Company’s enterprise value and adding an assumed control premium. The Company utilized this method as enterprise value is commonly used as a valuation metric and the Company’s securities analysts use it in their determinations of stock price targets.

The Company calculated its enterprise value as its market capitalization, plus its total debt and capital lease obligations, plus its minority interest, minus its cash and cash equivalents, and minus its short-term investments as shown in the table below.

4

•

 Tell us the material assumptions used under each method utilized.  Examples might include: how cash flows were estimated, the discount rate used, the principal market and market participants selected.  Please ensure your response addresses how you determined each of the assumptions used was appropriate.

Response

As described above, calculating the Company’s enterprise value and adding an assumed control premium was the only method utilized by the Company in determining the fair value of its reporting unit. This calculation involved objective data derived from the Company’s financial statements, as well as an assumed control premium. As a result, such control premium was the only material assumption used in the analysis.

In accordance with ASC 350-20-35-22 and 23 the Company determined that it was appropriate to include a control premium as an acquiring entity often is willing to pay more for equity securities that give it a controlling interest than an investor would pay for a number of equity securities representing less than a controlling interest. That control premium may cause the fair value of a reporting unit to exceed its market capitalization. The quoted market price of an individual equity security, therefore, need not be the sole measurement basis of the fair value of a reporting unit.

To determine an appropriate control premium, the Company analyzed publicly available information about certain completed acquisition transactions. The Company reviewed the control premiums of 15 acquisitions of publicly traded companies in the energy industry, which had a mean and a median premium of 23%.

In addition, the Company also considered its leadership position in the market for natural gas as a vehicle fuel in determining an appropriate control premium. Because the Company is the largest

5

provider of natural gas as an alternative fuel for vehicle fleets in the United States and Canada, based on the number of stations operated and the amount of gasoline gallon equivalents of CNG, LNG and RNG delivered, the Company considered that a larger premium may be needed in order to purchase a controlling stake in the Company. Based on the analysis described above, the Company utilized a control premium of 20% of the Company’s enterprise value as a minimum level of control premium, recognizing that a larger control premium could be justified but such larger control premium would only increase the fair value of the reporting unit.

The Company periodically reviews the assumed control premium used in determining fair value, taking into consideration current industry, market and economic conditions, as well as other factors or available information specific to the Company’s business.

•

 If you utilized multiple approaches in determining fair value, please tell us the relative weighting assigned to each method and how you determined the weighting was appropriate.

Response

The Company did not use multiple approaches in determining fair value.

•

 Please provide us with a reconciliation of the fair value of your reporting unit to your market capitalization. If applicable, provide support for any control premiums. Refer to ASC 350-20-35-22 and -23.

Response

The goodwill impairment test of the Company’s one reporting unit resulted in a fair value of $546.6 million at September 30, 2017 as compared to the Company’s market capitalization of $374.5 million at such date and the Company’s net book value of stockholders’ equity of $465.6 million. The reconciliation of the fair value of the Company’s reporting unit to its market capitalization at September 30, 2017 is as follows:

Please reference the discussion above regarding the Company’s determination that it was appropriate to include a control premium and the support for the control premium used.

6

* * * *

If you have any questions or would like further information concerning the Company’s responses to the Comment Letter, please do not hesitate to contact me at (949) 437-1000.

 Sincerely,

/s/ Robert M. Vreeland

 Robert M. Vreeland

Chief Financial Officer

Clean Energy Fuels Corp.

cc:    Andrew J. Littlefair

     J. Nathan Jensen

7

Mail Stop 3561
December 1 5, 2017

Mr. Andrew J. Littlefair
President and Chief Executive Officer
Clean Energy Fuels Corp.
4675 MacArthur Court, Suite 800
Newport Beach, CA  92660

Re: Clean Energy Fuels Corp.
 Form 10-K for Fiscal Year Ended December 31, 2016
Filed March 7, 2017
Form 10 -Q for Fiscal Quarter Ended September 30, 2017
Filed November 2, 2017
File No. 001 -33480

Dear  Mr. Littlefair :

We have reviewed your filing s and have the following comment.  In our comment, we
may ask you to provide us with information so we may better understand your disclosure.

Please respond to this comment  within ten busine ss days by providing the requested
information or advis e us as soon as possible when you will respond.  If you  do not believe our
commen t applies to your facts and circumstances , please tell us why in your response.

After reviewing your response to this comment, we may have  additional comments.

Form 10 -Q for Fiscal Q uarter Ended September 30, 2017

Financial Statements

Note 2 – Asset Impairments, Other Charges and Inventory Valuation Provision, page 7

1. We note from your disclosures that as a result of the asset impairments recorded during
the third quarter you determ ined that sufficient indicators of impairment existed to trigger
interim goodwill impairment testing and that as a result of that testing you concluded that
it was more likely than not that the fair value of your reporting unit exceeded its carrying
value at September 30, 2017 and no impairment was required.  It appears that at
September 30, 2017, based on the price of your common stock as of September 29, 2017,
the net book value of your stockholders’ equity exceeded your market capitalization by
approxima tely $91.1 million.  In order to help us understand how you determined the fair
value of your reporting unit, please address the following comments:

Mr. Andrew J. Little fair
Clean Energy Fuels Corp.
December 15 , 2017
Page 2

 Tell us how you determined that you have a single reporting unit.

 Tell us in reasonable detail how you determined the fair value of your reporting unit.
Please include the specific method(s) utilized.

 Tell us the material assumptions used under each method utilized.  Examples might
include: how cash flows were estimated, the discount rate used, the principal market
and market participants selected.  Please ensure your response addresses how you
determi ned each of the assumptions used was appropriate.

 If you utilized multiple approaches in determining fair value, please tell us the
relative weighting assigned to each method  and how you determined the weighting
was appropriate.

 Please provide us wit h a reconciliation of the fair value of your reporting unit to your
market capitalization.  If applicable, provide support for any control premiums.  Refer
to ASC 350 -20-35-22 and -23.

We remind you that the company and its management are responsible for  the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.

You may contact Sondra Snyder, Staff Accountant , at (202) 551 -3332  or Elizabeth
Sellars, Staff Accountant at (202) 551 -3348  if you have questions regarding comments on the
financial statements and related matters ; or me at (202) 551 -3737  with any other questions.

Sincerely,

 /s/ Jennifer Thompson

Jennifer Thompson
Accounting Branch Chief
Office of Consumer Products

CORRESP
1
filename1.htm

4675 MacArthur Court, Suite 800

J. Nathan Jensen

Newport Beach, California 92660

Vice President and   General Counsel

949.437.1000

Facsimile: 949.424.8285

www.cleanenergyfuels.com

VIA EDGAR

October 30, 2015

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attention: Mara L. Ransom, Assistant Director

RE:                                 Clean Energy Fuels Corp.

Registration Statement on Form S-3, as amended

Initially Filed August 6, 2015

File No. 333-206121

Request for Acceleration

Dear Sir or Madam:

Pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, the undersigned registrant, Clean Energy Fuels Corp., a Delaware corporation (the “Registrant”), hereby requests that the above-referenced Registration Statement on Form S-3 (the “Registration Statement”) be declared effective at 4:00 p.m., New York City time, on November 3, 2015, or as soon as practicable thereafter.

The Registrant hereby acknowledges that:

(i)                                  should the Securities and Exchange Commission (the “Commission”) or the staff, acting pursuant to delegated authority, declare the Registration Statement effective, it does not foreclose the Commission from taking any action with respect to the Registration Statement;

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

(iii)                            the Registrant 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.

Very truly yours,

CLEAN ENERGY FUELS CORP.

By:

/s/ J. Nathan Jensen

J. Nathan Jensen

Vice President and   General Counsel

cc:

Lisa M.   Kohl, Esq., Securities and Exchange Commission

Dean   Brazier, Esq., Securities and Exchange Commission

Mail Stop 3561

October 29, 2015

Andrew J. Littlefair
President and Chief Executive 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, 2014
Filed February 26, 2015
File No. 001-33480

Dear Mr. Littlefair :

We have completed our review of your filing .  We remind you that our comments or
changes to disclosure in response to our comments  do not foreclose the Commission from taking
any action with respect to the company or the filing and the company may not assert staff
comments as a defense in any proceeding initiated by the Commission or any person under the
federal securities laws of th e United States.  We urge all persons who are responsible for the
accuracy and adequacy of the disclosure in the filing to be certain that the filing includes the
information the Securities Exchange Act of 1934 and all applicable rules require.

Sincerely ,

/s/ Lisa M. Kohl for

Mara Ransom
Assistant Director
Office of Consumer Products

CORRESP
1
filename1.htm

4675 MacArthur Court, Suite 800

Newport Beach, California 92660 USA

949.437.1180  fax:  949.724.1459

J. Nathan Jensen

Vice President and General Counsel

www.cleanenergyfuels.com

October 26, 2015

Via EDGAR Submission

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F St. Street, NE

Washington, D.C. 20549
 Attn:  Mara Ransom, Assistant Director Office of Consumer Products

RE:                          Clean Energy Fuels Corp.

Form 10-K for the Fiscal Year Ended December 31, 2014

Response Dated October 22, 2015

File No. 001-33480

Dear Ms. Ransom:

Clean Energy Fuels Corp. (the “Company”) is submitting this letter in response to comments from the staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission (the “Commission”) in a letter dated October 22, 2015 (the “Comment Letter”) with respect to the Company’s Annual Report on Form 10-K for the year ended December 31, 2014 (File No. 001-33480) (the “Annual Report”) filed with the Commission on February 26, 2015.

For your convenience, the Staff’s comment set forth in the Comment Letter has been reproduced in bold and italics herein with responses immediately following such comment. Defined terms used herein but not otherwise defined herein have the meanings given to them in the Annual Report.

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

Key Operating Data, page 36

1.                                      We note your response to comment 1 and your conclusion that changes in the average price per fuel type did not materially impact revenue fluctuations between periods.  You state in your response that the impact of the change in average price for LNG between 2014 as compared to 2013 and 2013 as compared to 2012 was $9.8 million and $5.9 million, respectively.  Based on statement of operations information on page 63, this amounts to approximately 13% and 32% of the change in revenues for 2014 as compared to 2013 and 2013 as compared to 2012, respectively.  Please tell us why you do not believe this LNG price impact represents a material change in revenues and why such information should not be disclosed as a supplement to your total volume discussion.

Response to Comment No. 1

The Company acknowledges the Staff’s comment and confirms that the change in LNG average prices approximated 13% and 32% of the net change in revenues for 2014 as compared to 2013 and for 2013 as compared to 2012, respectively. Although these percentage impacts appear significant when measured against the net change in revenues, the Company respectfully advises the Staff that the Company determined that these impacts were not material based on its assessment of the following quantitative and qualitative factors:

·                  The Company respectfully advises the Staff that it took into consideration and disclosed a variety of other impacts on the changes in revenues between the periods presented, all of which, in the Company’s assessment, were more material than the changes in LNG average prices:

·                  Change in revenues for 2013 compared to 2012:

·                  A decrease in station construction revenue of $57.7 million, which amounted to approximately 312% of the net change in revenues.

·                  An increase in VETC of $47.5 million, which amounted to approximately 257% of the net change in revenues.

·                  A decrease in natural gas vehicle equipment and emission control services (vehicle conversions) revenue of $17.3 million, which amounted to approximately 94% of the net change in revenues.

·                  An increase in IMW Compressor business revenue of $13 million, which amounted to 70% of the net change in revenues.

·                  Change in revenues for 2014 compared to 2013:

·                  An increase in station construction revenue of $40.3 million, which amounted to approximately 53% of the net change in revenues.

·                  A decrease in VETC of $17.0 million, which amounted to approximately 22% of the net change in revenues.

·                  A decrease in natural gas vehicle equipment and emission control services (vehicle conversions) revenue of $7.0 million, which amounted to approximately 9% of the net change in revenues.

·                  An increase in IMW Compressor business revenue of $7.3 million, which amounted to approximately 10% of the net change in revenues.

·                  In addition to the above factors, the Company disclosed in the Annual Report that its overall effective price per gallon increased by $0.07 per gallon in 2013 compared to 2012 and by $0.03 per gallon in 2014 compared to 2013, respectively.  The Company advises the Staff that these increases amounted to $13.8 million, or approximately 75%, of the net change in revenues for 2013 compared to 2012 and $6.3 million, or approximately 8%, of the net change in revenues for 2014

2

compared to 2013, respectively.  The Company believes these impacts to be more material to the net change in revenues than the impact of changes in LNG average prices and undertakes to disclose in future filings the nature and dollar value of material impacts of such changes.  In addition, the Company respectfully advises the Staff that the impact of the change in the average price of LNG between 2013 compared to 2012 of $5.9 million was considered as part of the change in the overall effective price increase of $0.07 during such period and that the impact of the change in the average price of LNG between 2013 compared to 2012 of $9.8 million was considered as part of the change in the overall effective price increase of $0.03 during such period, respectively.  Therefore, the Company did not consider it material to an investor’s understanding of revenues to further disclose the impacts of average prices of LNG on a standalone basis.

·                  Further, while not disclosed in a dollar value in the Annual Report, the Company advises the Staff that the portion of the increase in revenues pertaining to volume was $21.2 million, which amounted to approximately 115% of the net change in revenues for 2013 compared to 2012 and $41.9 million, which amounted to approximately 55% of the net change in revenues for 2014 compared to 2013, respectively.  The Company undertakes to disclose these dollar values in future filings.

·                  The impact of the change in price for LNG to total consolidated revenue was less than 3% and 2% from 2013 to 2014 and from 2012 to 2013, respectively.

·                  The Company determined that changes in volume were the primary drivers and prices were the secondary drivers with regard to the change in revenues for its volume-related revenue. With the market for natural gas as a vehicle fuel still emerging, the Company, its shareholders, and analysts look at volume and the changes in gallons delivered as a key indicator of the Company’s performance. The change in price is generally the result in the change in natural gas commodity prices.

For the reasons discussed above, the Company determined that the judgment of a reasonable investor would not have been changed or influenced by the inclusion of the discussion of the change in average price for LNG in the Annual Report. As previously discussed, the Company’s goal is to grow the market of natural gas used as a vehicle fuel by having  vehicles switch from gasoline and diesel to natural gas and one of the strongest indicators of the Company’s performance is how many gasoline gallon equivalents (GGEs) were delivered and the related impact on revenues.

3

The Company acknowledges the Staff’s comment that changes in LNG prices during the periods presented in the Annual Report had a material impact on the change in total revenues based on the percentage of the net change of total revenues and undertakes to separately disclose in future filings any material changes in revenues caused by the impact of changes in the effective prices between periods, in accordance with Item 303(A)(3)(iii) of Regulation S-K.

* * * *

If you have any questions or would like further information concerning the Company’s responses to your Comment Letter, please do not hesitate to contact me at (949) 437-1000.

Sincerely,

/s/ J. Nathan Jensen

J. Nathan Jensen
   Vice President and General Counsel

4

Mail Stop 3561

October 22, 2015

Andrew J. Littlefair
President and Chief Executive 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, 2014
Response dated October 14, 2015
File No. 001 -33480

Dear Mr. Littlefair:

We have reviewed  your October 14 , 2015 response to our comment  letter  and have the
following comment .  In our comment , we may ask you to provide us with information so we may
better understand your disclosure.

Please respond to this comment  within ten busine ss days by providing the requested
information or advis e us as soon as possible when you will respond.  If you  do not believe our
comment  applies to your facts and circumstances, please  tell us why in your response.

After reviewing your response to this comment , we may have additional comments.
Unless we note otherwise, our references to prior comments are to comme nts in our October 6 ,
2015 letter .

Form 10 -K for the Fiscal Year Ended December 31, 2014

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

Key Operating Data, page 36

1. We note your response to comment 1 and y our conclusion that change s in the average
price per fuel type did not materially impact revenue fluctuations between periods.  You
state in your response that the impact of the change in average price for LNG between
2014 as compared to 2013 and 2013 as c ompared to 2012 was $9.8 million and $5.9
million, respectively.  Based on statement of operations information on page 63, this
amounts to approximately 13% and 32% of the change in revenues for 2014 as compared

Andrew J. Littlefair
Clean Energy Fuels Corp.
October 22, 2015
Page 2

 to 2013 and 2013 as compared to 2012, respec tively.  Please tell us why you do not
believe  this LNG price impact represents  a material change in revenues  and why such
information should not be disclosed as a supplement to your total volume discussion .

You may contact Jarrett Torno, Staff Accountant , at (202) 551-3703  or Andrew Blume,
Staff Accountant, at (202) 551-3254  if you have questions regarding comments on the financial
statements and related matters.   Please contact me at (202) 551 -3720 with any other questions.

Sincerely,

/s/ Lisa M. Kohl for

Mara Ransom
Assistant Director
Office of Consumer Products

CORRESP
1
filename1.htm

4675 MacArthur Court, Suite 800

Newport Beach, California 92660 USA

949.437.1180  fax:  949.724.1459

J.   Nathan Jensen

Vice   President and General Counsel

www.cleanenergyfuels.com

October 14, 2015

Via   EDGAR Submission

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F St. Street, NE

Washington, D.C. 20549
 Attn:  Mara Ransom, Assistant Director Office of Consumer Products

RE:                          Clean Energy Fuels Corp.

Form 10-K for the Fiscal Year Ended December 31, 2014

Response Dated September 18, 2015

File No. 001-33480

Dear Ms. Ransom:

Clean Energy Fuels Corp. (the “Company”) is submitting this letter in response to comments from the staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission (the “Commission”) in a letter dated October 6, 2015 (the “Comment Letter”) with respect to the Company’s Annual Report on Form 10-K for the year ended December 31, 2014 (File No. 001-33480) (the “Annual Report”) filed with the Commission on February 26, 2015.

For your convenience, the Staff’s comment set forth in the Comment Letter has been reproduced in bold and italics herein with responses immediately following such comment. Defined terms used herein but not otherwise defined herein have the meanings given to them in the Annual Report.

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

Key Operating Data, page 36

1.                                      We note your response to comment 4.  You state that the sources of GGE volumes have varying financial impacts and the effective price per GGE provides investors with insight into a significant portion of your revenue.  We have the following comments as it relates to your use of this metric in your results of operations discussion:

·                  Please supplement your total GGE volume figure by separately quantifying within results of operations the portion related to O&M stations or tell us why such information would not be useful to investors.  We note that GGE’s delivered at O&M stations represent over half of total volumes for the annual periods presented and that you earn a per-gallon fee on such volumes. Also, quantify for us and  disclose the related O&M revenues for each period presented as well as the impact on your revenues of changes, if any, in the price of those services between periods. Refer to Item 303(A)(3)(iii) of Regulation S-K.

·                  Clearly disclose how you calculate the effective price and cost per gallon figures presented within your results of operations. In doing so, clarify that such figures include volumes for stations that you do not own but provide O&M services and receive a per-gallon fee.

·                  You separately explain the changes in GGE delivered by CNG, LNG and RNG in your discussion of changes in revenues, such as on page 48. Please tell us whether the difference in price for each of these fuel types materially impacted reported revenues for the periods presented and, if so, tell us and disclose the impact.

Response to Comment No. 1

The Company acknowledges the Staff’s first comment and undertakes to separately quantify within results of operations in future filings the portion of total GGE volumes delivered at O&M stations

The Company also undertakes to disclose within results of operations in future filings that O&M services are included in Service Revenues on the face of the Company’s income statement.  The Company advises the Staff that the Company did not separately disclose revenues related to O&M services or the material impact, if any, on total consolidated revenues of changes in the average prices of O&M services between the periods because such revenues and changes were not material for the periods presented in the Annual Report.  O&M revenues as a percentage of the Company’s total consolidated revenues were less than 10% for all periods presented in the Annual Report.  In addition, the effect on the Company’s total consolidated revenues of changes in the average prices of O&M services between 2014 as compared to 2013 and between 2013 as compared to 2012 was $0.7 million and $1.2 million, respectively. The Company determined that such revenues and effects were not material to the discussion of the changes in the Company’s total consolidated revenues.  The primary driver of the fluctuation in total consolidated revenues between the periods was the change in volumes delivered.  Therefore, the Company did not describe the O&M revenues or the impact of changes in the average price of O&M services on total consolidated revenues in accordance with Item 303(A)(3)(iii) of Regulation S-K.

In response to the Staff’s second comment, the Company respectfully advises the Staff that the Company defines effective price as revenues generated from selling CNG, LNG, RNG, any related Renewable Identification Numbers (“RIN Credits” or “RINs”) generated under the federal Renewable Fuel Standard Phase 2, and providing O&M services to our vehicle fleet customers, all divided by the total GGEs delivered less GGEs delivered by non-consolidated entities (e.g. equity method investments).  The Company defines cost per gallon as the total costs associated with delivering natural gas, such as the cost of gas commodity, transportation fees, liquefaction charges, and other site operating costs and the total cost of providing O&M services such as direct technician labor, indirect supervisor and management labor, repair parts and other direct maintenance costs divided

2

by the total GGEs delivered less GGEs delivered by non-consolidated entities (e.g. equity method investments).  The Company acknowledges the Staff’s comment and undertakes to disclose in future filings the definition of effective price and cost per gallon and to clarify that such figures include volumes from stations that it does not own but provides O&M services and receives a per-gallon fee.

In response to the Staff’s third comment, the Company respectfully advises the Staff that the difference in average price for each of these fuel types (CNG, LNG and RNG) was not the primary driver of, and did not materially impact, changes in revenues for the periods presented in the Annual Report.  The impact of the change in the average price for CNG between 2014 as compared to 2013 and between 2013 as compared to 2012 was $0.2 million and $4.9 million, respectively. The impact of the change in the average price for RNG between 2014 as compared to 2013 and between 2013 as compared to 2012 was $0.7 million and $(0.7) million, respectively. The impact of the change in the average price for LNG between 2014 as compared to 2013 and between 2013 as compared to 2012 was $9.8 million and $5.9 million, respectively.  These changes are compared to total volume related revenue changes between 2014 as compared to 2013 and between 2013 as compared to 2012 of $52.6 million and $31.3 million, respectively. The Company determined that changes in the average price per fuel type were not the primary drivers of, and did not materially impact, the revenue fluctuation between periods and thus disclosed that the primary driver in the revenue changes was the change in volumes delivered.  The Company undertakes to separately disclose in future filings any material changes in average prices of fuel types between periods that lead to material increases in revenues, in accordance with Item 303(A)(3)(iii) of Regulation S-K.

* * * *

If you have any questions or would like further information concerning the Company’s responses to your Comment Letter, please do not hesitate to contact me at (949) 437-1000.

Sincerely,

/s/ J. Nathan Jensen

J. Nathan Jensen

Vice President and   General Counsel

3

Mail Stop 3561

October 6, 2015

Andrew J. Littlefair
President and Chief Executive 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, 2014
Response Dated September 18, 2015
File No. 001 -33480

Dear Mr. Littlefair:

We have reviewed  your September 18, 2015 response to our comment  letter  and have the
following comment s.  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 busine ss days by providing the requested
information or advis e 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 September
3, 2015 letter .

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

Key Operating Data, page 36

1. We note your response to comment 4.  You state that the sources of GGE v olumes have
varying financial  impacts and the effective price per GGE provides investors with insight
into a significant portion of your revenue.  We have the following comments as it relates
to your use of this metric in your results of operations discuss ion:

 Please supplement your total GGE volume figure by separately quantifying within
results of operations the portion related to O&M stations or tell us why such
information would not be useful to investors.  We note that GGE’s delivered at O&M

Andrew J. Littlefair
Clean Energy Fuels Corp.
October 6, 2015
Page 2

 station s represent over half of total volumes for the annual periods presented and that
you earn a per -gallon fee on such volumes.  Also, quantify for us and disclose the
related O&M revenues for each period presented as well as the impact on your
revenues of cha nges, if any, in the price of those services between periods.  Refer to
Item 303(A)(3)(iii) of Regulation S -K.

 Clearly disclose how you calculate the effective price and cost per gallon figures
presented within your results of operations.  In doing so, cl arify that such figures
include volumes for stations that you do not own but provide O&M services and
receive a per -gallon fee.

 You separately explain the changes in GGE delivered by CNG, LNG and RNG in
your discussion of changes in revenues, such as on p age 48.  Please tell us whether
the difference in price for each of these fuel types materially impacted reported
revenues for the periods presented and, if so, tell us and disclose the impact.

You may contact Jarrett Torno, Staff Accountant, at (202) 551-3703  or Andrew Blume,
Staff Accountant, at (202) 551-3254  if you have questions regarding comments on the financial
statements and related matters.

Sincerely,

/s/ Lisa M. Kohl for

Mara Ransom
Assistant Director
Office of Consumer Products

CORRESP
1
filename1.htm

4675 MacArthur Court, Suite 800

Newport Beach, California 92660 USA

949.437.1180  fax:  949.724.1459

J.   Nathan Jensen

Vice   President and General Counsel

www.cleanenergyfuels.com

September 18, 2015

Via EDGAR Submission

U.S. Securities and Exchange Commission

Division of Corporation Finance

Attn:  Lisa M. Kohl

100 F St. Street, NE

Washington, D.C. 20549

RE:                          Clean Energy Fuels Corp.

Registration Statement on Form S-3

Filed August 6, 2015

File No. 333-206121

Form 10-K for the Fiscal Year Ended December 31, 2014

Filed February 26, 2015

File No. 001-33480

Dear Ms. Kohl:

Clean Energy Fuels Corp. (the “Company”) is submitting this letter in response to comments from the staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission (the “Commission”) in a letter dated September 3, 2015 (the “Comment Letter”) with respect to the Company’s Registration Statement on Form S-3 (File No. 333-206121) (the “Registration Statement”), filed with the Commission on August 6, 2015, and the Company’s Annual Report on Form 10-K for the year ended December 31, 2014 (File No. 001-33480) (the “Annual Report”), filed with the Commission on February 26, 2015.  The Company is concurrently submitting Pre-Effective Amendment No. 1 to Registration Statement on Form S-3 (“Amendment No. 1”), which includes changes to the Registration Statement in response to the Staff’s comments.

For your convenience, the Staff’s numbered comments set forth in the Comment Letter have been reproduced in bold and italics herein with responses immediately following each comment. Defined terms used herein but not otherwise defined herein have the meanings given to them in the Annual Report.

Registration Statement on Form S-3

General

1.                                      Please note that we will coordinate any request to accelerate effectiveness of your registration statement with resolution of all issues related to the Form 10-K for the fiscal year ended December 31, 2014.

Response to Comment No. 1

The Company acknowledges the Staff’s comment.

Cover Page of the Registration Statement

2.                                      We note that the fee table includes common stock, preferred stock, debt securities, warrants, rights and units. However, the prospectus cover page also states that the securities being registered includes depositary shares and omits a reference to rights. Please revise to reflect consistently the securities being registered.

Response to Comment No. 2

In response to the Staff’s comment, the Company has revised its disclosure on the cover page of Amendment No. 1 to state that the securities being registered include rights and to delete the reference to depositary shares.

Exhibit 5.1 Opinion of Morrison & Foerster LLP

3.                                      We note from the cover page of your prospectus that you are offering common stock, preferred stock, debt securities, warrants, rights, and units. However, it appears that your legal counsel has not opined on the validity of the rights being registered in the offering. Please have counsel revise the opinion to opine on all of the securities being registered.

Response to Comment No. 3

In response to the Staff’s comment, the Company’s counsel has revised its legal opinion to opine on the validity of the rights being registered in the offering. The Company has submitted the revised legal opinion as Exhibit 5.1 to Amendment No. 1.

Form 10-K for the Fiscal Year Ended December 31, 2014

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

2

Key Operating Data, page 36

4.                                      We note that your calculation of gasoline gallon equivalents (“GGE’s”) delivered includes amounts dispensed at stations where you provide O&M service but do not sell the CNG or LNG, as well as your proportionate share of GGE’s sold by your former equity method joint venture and your proportionate share of RNG GGE’s produced and sold as pipeline quality natural gas by your RNG production facilities. We also note that your discussion of revenues within results of operations primarily focuses on GGE fluctuations. Considering a GGE delivered at an owned station does not have the same financial statement impact as a GGE delivered at an O&M station or an investee-owned station, please tell us what consideration you gave to separately quantifying delivered GGE’s related to your O&M stations and equity method investments. For example, we note that you only receive a per-gallon fee for O&M sales and that sales made by equity method investees are not recognized within your revenues. In your response, quantify for us the GGE’s delivered related to these sources for the periods presented. Please also tell us why you reference “proportionate share” as it pertains to your RNG operations.

Response to Comment No. 4

The Company acknowledges the Staff’s comment and respectfully advises the Staff that, while different sources of GGE volumes have varying financial impacts, overall the Company uses total volume of GGE’s as a key operating metric. The Company’s internal discussions as well as its public comments center around the total volume of GGE’s. When combined with its effective price per GGE, the Company believes that total volume of GGE’s provides investors with insight into a significant portion of its total revenue.

In response to the Staff’s comment, the Company advises the Staff that total GGE’s delivered related to O&M services were 112.3 million, 121.0 million, and 151.8 million for the years ended December 31, 2012, 2013, and 2014, respectively. Total GGE’s delivered related to the Company’s proportionate share of equity method investments were 9.0 million, 2.1 million, and 0.0 million for the years ended December 31, 2012, 2013, and 2014, respectively. The Company undertakes to separately disclose in future filings any significant volumes related to equity method investments.

In response to the Staff’s comment, the Company respectfully advises the Staff that, on page 36 of the Annual Report, the reference to “proportionate share of the gasoline gallon equivalents of RNG produced and sold as pipeline quality natural gas by [the Company’s] RNG production facilities” is to the Company’s proportionate ownership interest in its former non-wholly owned subsidiary, Dallas Clean Energy McCommas Bluff, LLC (“DCEMB”). The Company did not include volumes related to the non-controlling interest in DCEMB because it did not own such volumes. The GGE’s delivered related to the non-controlling interest in DCEMB were 3.8 million, 4.5 million, and 6.8 million for the years ended December 31, 2012, 2013, and 2014, respectively, and the Company deemed these amounts to be immaterial. The Company sold all of its interest in DCEMB on December 29, 2014.

Critical Accounting Policies

Impairment of Goodwill and Long-Lived Assets, page 45

3

5.                                      We note your disclosure within your discussion of critical accounting policies on page 45, as well as your disclosure on page 69 that there were no impairment charges for goodwill. You disclose the different methods you may assess goodwill for impairment, including either the initial qualitative assessment or step one of the quantitative assessment. Please describe the goodwill impairment analysis you performed at your assessment date and, in doing so, tell us the composition of your reporting units. If a qualitative analysis was performed, please describe your analysis, tell us whether you concluded it was more likely than not that the fair value of any of your reporting units was less than its carrying value and the relevant factors you considered, including but not limited to the factors discussed at ASC 350-20-35-3(c). In this regard, we note you have reported recurring operating losses, net losses, and cash used in operating activities. If a step one quantitative analysis was performed, please describe your analysis to us and tell us whether the fair value of any of your reporting units were at risk of failing step one of the impairment test. Please note that a reporting unit is at risk of failing step one if it has a fair value that is not substantially in excess of their carrying value. If no reporting units are at risk based on your most recent impairment test, or if material goodwill is allocated to a reporting unit that is at risk but you believe a material impairment charge is unlikely even if step one was failed, please disclose this to your readers as we believe it provides them with valuable information in assessing the sensitivity of your goodwill to future impairment. Alternatively, if a reporting unit is at risk of failing step one of the impairment test and a material impairment charge could occur, please disclose the following:

·                  The percentage by which fair value exceeded carrying value as of the date of the most recent test;

·                  The amount of goodwill allocated to the reporting unit;

·                  A description of the methods and key assumptions used and how the key assumptions were determined;

·                  A discussion of the degree of uncertainty associated with the key assumptions. The discussion regarding uncertainty should provide specifics to the extent possible (e.g., the valuation model assumes recovery from a business downturn within a defined period of time); and

·                  A description of potential events and/or changes in circumstances that could reasonably be expected to negatively affect the key assumptions.

Response to Comment No. 5

The Company acknowledges the Staff’s comment and respectfully advises the Staff that it has been utilizing the qualitative approach to assess its goodwill since adopting the rule in October 2011. The Company has determined that it is a single reporting unit for the purpose of goodwill impairment tests. The results of the Company’s goodwill impairment testing indicated no impairment for all periods presented.

4

The Company did not perform a step 1 quantitative assessment of the recoverability of goodwill because, as a result of its qualitative assessment, the Company concluded that it was not more likely than not that the fair value of the reporting unit was less than its carrying value, including goodwill.

The Company acknowledges the Staff’s comment and undertakes to disclose in future filings the method utilized for its goodwill impairment testing as of the most recent assessment date, as well as the results of its goodwill impairment testing for all periods presented. The Company also undertakes to disclose in future filings that the Company determined that it is a single reporting unit for the purpose of goodwill impairment tests.

In response to the Staff’s comment, the Company advises the Staff that its qualitative analysis took into consideration the factors discussed in ASC 350-20-35-3(c) in addition to other factors it deemed relevant during the year ended December 31, 2014 through the date of filing the Annual Report:

a.                                      Macroeconomic conditions

The U.S. economy continues to improve as noted through continued GDP growth and lower unemployment rates.

b.                                      Industry and market considerations

·                  During the second half of 2014 there was a sharp decline in oil prices, most of which occurred as a result of oversupply and lower demand for oil. These developments have adversely affected the entire Oil and Gas industry, including the stock price of the Company. The Company believes its stock price will recover as the price of crude recovers in the global markets and deemed this decline as temporary.

·                  While the low natural gas price has put downward pressure on the Company’s gross revenues in the short term, the Company’s commodity cost has also declined and thus there has not been a significant negative impact to the Company’s gross margin per GGE.

·                  Natural gas as a vehicle fuel source continues to hold a competitive pricing advantage over diesel and gasoline despite lower oil prices, providing an economic incentive for conversion which the Company believes will increase its potential for growth. In addition, increasing sales of natural gas engines in 2014 indicated further growth in the natural gas vehicle market.

·                  The U.S. government renewed the Volumetric Excise Tax Credit (“VETC”) program for 2014 and continues to support other natural gas fuel credits.

c.                                 Cost factors

The Company has been actively managing selling, general and administrative expense and capital expenditures resulting in decreases compared to fiscal year 2013. The Company’s existing infrastructure can support additional growth thereby providing a very leveragable financial model.

5

d.                                      Overall financial performance

·                  The Company reported recurring operating losses, net losses, and cash used in operations as the Company made a significant commitment of capital and other resources to develop the market for natural gas vehicle fueling. The Company believes it has a strong re-occurring revenue model based on customers making the long-term investment to convert their gasoline and diesel vehicle fleets to natural gas. The Company considers itself to be in a growth stage and, based on the investments made, expects to be able to sustain continued growth with lower future capital commitments, if necessary.

·                  Investors value the Company’s stock based on the prospect of the further adoption of natural gas as a vehicle fuel (principally based on the availability of natural gas fuel, the availability of infrastructure, and the availability and performance of natural gas engines engines).

·                  The Company believes that, when evaluating its performance and making investment recommendations, analysts primarily focus on non-financial performance indicators such as total GGE’s delivered and the outlook for vehicle conversions as well as financial performance indicators such as the effective gross margin per total GGE’s delivered. The Company’s total GGE’s delivered have steadily increased since 2010 with a relatively consistent gross margin per GGE.

e.                Entity-specific events

·                  During fiscal year 2014, the Company saw significant growth in terms of total GGE’s delivered and availability of capital. The Company has customers in a variety of markets and does not depend on a single customer or a few customers. The loss of any one customer would not have a material adverse effect on the Company.

·                  The Company considers itself to be well-capitalized with the ability to raise additional capital as supported through its $12.2 million Canton Bond offering on March 19, 2014, as well as the September 2013 5.25% Convertible Senior Notes due 2018 of $250 million.

·                  Furthermore, the majority of the Company’s core management and key shareholders remain intact. Co-founders T. Boone Pickens and CEO, Andrew Littlefair, have been an integral part of the Company’s progress and serve on the board of directors.

·                  Lastly, the Company is not involved in any significant litigation disputes.

f.                Events affecting a reporting unit

There were no significant changes affecting the reporting unit.

6

g.               Share price

The Company’s stock price fluctuates and is currently at par with movement in crude oil indices, which the Company believes is not indicative of a retreat of investors in the Company’s overall strategy or future growth. The Company continues to see a strong correlation of its stock price and the price of oil, the decl

Mail Stop 3561

September 3, 2015

Andrew J. Littlefair
President and Chief Executive Officer
Clean Energy Fuels Corp.
4675 MacArthur Court, Suite 800
Newport Beach, CA 92660

Re: Clean Energy Fuels Corp.
Registration Statement on Form S-3
Filed August 6, 2015
File No. 333-206121
Form 10 -K for the Fiscal Year Ended December 31, 2014
Filed February 26, 2015
File No. 001 -33480

Dear Mr. Littlefair :

We have reviewed your filings and have the following comments.  We have limited our
review of your registration statement to those issues we have addressed in our comments.  In
some of our comments, we may ask you to provide us with information so we may b etter
understand your disclosure.

With respect to your registration statement, p lease respond to this letter by amending
your registration statement and providing the requested information .  With respect to your Form
10-K listed above, please respond to t hese 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 or do not believe an amendment is
appropriate, p lease  tell us why in your response.

After reviewing any amendment to your filings  and the information you provide in
response to these  comments, we may have  additional comments.

Registration Statement on Form S -3

General

1. Please note that we will coordi nate any request to accelerate effectiveness of your
registration statement with resolution of all issues related to the Form 10 -K for the fiscal
year ended December 31, 2014.

Andrew J. Littlefair
Clean Energy Fuels Corp.
September 3, 2015
Page 2

 Cover Page of the Registration Statement

2. We note that the fee table includes c ommon stock, preferred stock, debt securities,
warrants, rights and units.  However, the prospectus cover page also states that the
securities being registered includes depositary shares and omits a reference to rights.
Please revise to reflect consistent ly the securities being registered.

Exhibit 5.1.  Opinion of Morrison & Foerster LLP

3. We note from the cover page of your prospectus that you are offering common stock,
preferred stock, debt securities, warrants, rights, and units.  However, it appears that your
legal counsel has not opined on the validity of the rights being registered in the offering.
Please have counsel revise the opinion to opine on all of the securities being registered .

Form 10 -K for the Fiscal Year Ended December 31, 2014

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

Key Operating Data, page 36

4. We note that your calculation of gasoline gallon equivalents (“GGE’s”) delivered
includes amounts dispensed at stations where you provide O&M service but do not sell
the CNG or LNG, as well as your proportionate share of GGE’s sold by your former
equity me thod joint venture and your proportionate share of RNG GGE’s produced and
sold as pipeline quality natural gas by your RNG production facilities.  We also note that
your discussion of revenues within results of operations primarily focuses on GGE
fluctuati ons.  Considering a GGE delivered at an owned station does not have the same
financial statement impact as a GGE delivered at an O&M station or an investee -owned
station, please tell us what consideration you gave to separately quantifying delivered
GGE’s related to your O&M stations and equity method investments.  For example, we
note that you only receive a per -gallon fee for O&M sales and that sales made by equity
method investees are not recognized within your revenues.  In your response, quantify for
us the GGE’s delivered related to these sources for the periods presented.  Please also tell
us why you reference “proportionate share” as it pertains to your RNG operations.

Critical Accounting Policies

Impairment of Goodwill and Long -Lived Assets, page 45

5. We note your disclosure within your discussion of critical accounting policies on page
45, as well as your disclosure on page 69 that there were no impairment charges for
goodwill.  You disclose the different methods you may assess goodwill for im pairment,
including either the initial qualitative assessment or step one of the quantitative

Andrew J. Littlefair
Clean Energy Fuels Corp.
September 3, 2015
Page 3

 assessment.  Please describe the goodwill impairment analysis you performed at your
assessment date and, in doing so, tell us the composition of your reporting un its.  If a
qualitative analysis was performed, please describe your analysis, tell us whether you
concluded it was more likely than not that the fair value of any of your reporting units
was less than its carrying value and the relevant factors you conside red, including but not
limited to the factors discussed at ASC 350 -20-35-3(c).  In this regard, we note you have
reported recurring operating losses, net losses, and cash used in operating activities.  If a
step one quantitative analysis was performed, ple ase describe your analysis to us and tell
us whether the fair value of any of your reporting units were at risk of failing step one of
the impairment test.  Please note that a reporting unit is at risk of failing step one if it has
a fair value that is not  substantially in excess of their carrying value.  If no reporting units
are at risk based on your most recent impairment test, or if material goodwill is allocated
to a reporting unit that is at risk but you believe a material impairment charge is unlikel y
even if step one was failed, please disclose this to your readers as we believe it provides
them with valuable information in assessing the sensitivity of your goodwill to future
impairment.  Alternatively, if a reporting unit is at risk of failing step one of the
impairment test and a material impairment charge could occur, please disclose the
following:

 The percentage by which fair value exceeded carrying value as of the date of the most
recent test;

 The amount  of goodwill allocated to the reporting u nit;

 A description  of the methods and key assumptions used and how the key assumptions
were determined;

 A discussion  of the degree of uncertainty associated with the key assumptions.  The
discussion regarding uncertainty should provide specifics to the e xtent possible (e.g.,
the valuation model assumes recovery from a business downturn within a defined
period of time); and

 A description  of potential events and/or changes in circumstances that could
reasonably be expected to negatively affect the key assumptions.

Item 8.  Financial Statements and Supplementary Data

Consolidated Statements of Comprehensive Income (Loss), page 64

6. We note  your presentation of the elements of comprehensive income net of tax.  Please
tell us how you have complied with the requirement to present tax impacts as required by
ASC 220 -10-45-11 and -12.  Please also tell us how you have complied with the
requiremen t to present reclassification adjustments to and accumulated balances of each

Andrew J. Littlefair
Clean Energy Fuels Corp.
September 3, 2015
Page 4

 component of accumulated other comprehensive income as required by ASC 220 -10-45-
14A through 17B.

Notes to Consolidated Financial Statements

(1) Summary of Significant Accounti ng Policies

Revenue Recognition, page 71

7. We note that you recognize revenues from various sources, including CNG sales, LNG
production and sales, operation and maintenance services, station construction and
engineering operations, RNG production and sale s, natural gas fueling compressor
operations, vehicle acquisition and finance operations, federal fuel tax credits, and sales
of RINs and LCFS credits.  As required by ASC 280 -10-50-40, please disclose revenues
for each group of similar products and servic es.  Show us what your disclosure would
have looked like for the historical periods presented.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information  the Securities Act of 193 3, all
applicable Securities  Act rules , the Securities Exchange Act of 1934, all applicable Exchange
Act rules  require.  Since the company and its management are in possession of all facts relating
to a company’s disclosure, they are responsible for the accuracy and adequacy of the di sclosures
they have made.

Notwithstanding our comments, in the event you request acceleration of the effective date
of the pending registration statement , please provide a written statement from the c ompany
acknowledging 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 act ion with respect
to the filing;

 the action of the Commission or the staff, acting pursuant to delegated authority, in
declaring the filing effective, does not relieve the company from its full responsibility for
the adequacy and accuracy of th e disclosure in the filing; and

 the company may not assert staff comments an d 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 refer to Rules 460 and 461 regarding requests for  acceleration .  We will consider a
written request for acceleration of the effective date of the registration statement as confirmation
of the fact that those requesting acceleration are aware of their respective responsibilities under
the Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed

Andrew J. Littlefair
Clean Energy Fuels Corp.
September 3, 2015
Page 5

 public offering of the securities specified in the above registration statement.  Please allow
adequate time  for us to review any amendment prior to the requested effective date of the
registration statement.

In responding to our comments on the Form  10-K listed above, please provide a written
statement from the company acknowledging that:

 the company is responsible  for the adequacy and accuracy of the disclosure in the filings;

 staff comments or changes to disc losure in response to staff comments do not foreclose
the Commission from  taking any action with respect to the filings; and

 the company may not assert staff comments as a defense in any proceeding initiated by
the Commission or any person under the feder al securities laws of the United States.

You may contact Jarrett Torno, Staff Accountant, at (202) 551-3703  or Andrew Blume,
Staff Accountant, at (202) 551-3254  if you have questions regarding comments on the financial
statements and related matters.  Ple ase contact Dean Brazier, Staff Attorney, at (202) 551 -3485 ,
Lisa Kohl , Legal Branch Chief, at (202) 551-3252 , or me at (202) 551 -3720 with any other
questions.

Sincerely,

/s/ Lisa M. Kohl for

Mara Ransom
Assistant Director
Office of Consumer Products

October 7, 2014

Via E -mail
Mr. Richard R. Wheeler
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 Year Ended December 31, 2013
Filed February 27, 2014
File No. 1 -33480

Dear Mr. Wheeler :

We have completed our review of your filing.  We remind you that our comments or
changes to disclosure in response to our comments do not foreclose the Commission from taking
any action with respect to the company or the filing and the company may not assert staff
comments as a defense in any proceeding initiated by the Commission or any person under the
federal securities laws of the United  States.  We urge all persons who are responsible for the
accuracy and adequacy of the disclosure in the filing to be certain that the filing includes the
information the Securities Exchange Act of 1934 and all applicable rules require.

Sincerely,

 /s/ Jennifer Thompson

Jennifer Thompson
Accounting Branch Chief

CORRESP
1
filename1.htm

4675   MacArthur Court, Suite 800

Newport   Beach, California 92660 USA

949.437.1180   fax: 949.724.1459

J.   Nathan Jensen

Vice   President and General Counsel

www.cleanenergyfuels.com

VIA EDGAR

September 18, 2014

United States Securities and Exchange Commission

Division of Corporation Finance

Attn: Jennifer Thompson

Washington, D.C. 20549

RE:                          Clean Energy Fuels Corp.

Form 10-K for Fiscal Year Ended December 31, 2013

Filed February 27, 2014

File No. 1-33480

Dear Ms. Thompson:

On behalf of Clean Energy Fuels Corp. (the “Company,” “we,” “us” or “our”), 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 August 20, 2014.  The numbers of the responses and headings set forth below correspond to the numbered comments and headings in the August 20, 2014 letter from the Staff.  For convenience, the text of the Staff’s comments appears in italics in each item below.  Capitalized terms used but not defined in this letter have the meanings given to them in the Company’s Form 10-K for the fiscal year ended December 31, 2013 (the “Form 10-K”).

Results of Operations, page 54

Management’s Discussion and Analysis of Financial Condition and Results of Operations, page 42

1.                                      We have reviewed your response to comment 3 in our letter dated July 8, 2014, noting that you excluded a period-to-period comparative description of income tax (expense) benefit for the periods presented since you determined it “was not necessary to understand the Company’s results of operations for the periods presented as a whole.” We note, however, that your result of operations discussion includes line items with less material amounts than your income tax (expense) benefit, including other income (expense), income (loss) from equity method investments, and income of your noncontrolling interest. We also note the significant changes in your valuation allowance disclosed in Note 12. Accordingly, please include a sufficiently detailed discussion and analysis of changes in your income tax (expense) benefit for the periods presented or provide us with further substantiation why you continue to believe no disclosure is necessary.

Response:

The Company acknowledges the Staff’s comment, however for the reasons set forth below, the Company respectfully submits that it continues to believe that a description of this component of its Consolidated Statements of Operations is not necessary to an understanding of the Company’s results of operations for the periods presented in the Form 10-K. In light of the Staff’s comments regarding this matter, however, the Company has determined that it will include a period-to-period comparative description of income tax (expense) benefit in its future filings with the Securities and Exchange Commission that require disclosure under Item 303 of Regulation S-K.

As noted in the Company’s letter to the Staff dated August 5, 2014, in evaluating the components of its operating results for purposes of preparing its period-to-period comparative disclosure, the Company considers the factors described in Instructions 1, 2 and 4 to Item 303(a) of Regulation S-K.  In applying these instructions and in line with the Staff’s release “Commission Guidance Regarding Management’s Discussion and Analysis of Financial Condition and Results of Operations” (SEC Rel. No. 33-8350 (December 19, 2003)), the Company takes into account both quantitative factors, such as the amounts of each component of its Consolidated Statement of Operations, and qualitative factors that it believes may impact the relevance of each component to an investor’s or other reader’s understanding of the Company’s businesses as a whole.  To illustrate, if the Company determines that a component of its results of operations is material on either a quantitative or qualitative basis, then it would generally include a description of such component in its Results of Operations disclosure; on the other hand, if the Company determines that a component of its results of operations is not material quantitatively or qualitatively, then it would generally determine that a description of such component is not necessary.  This analysis can lead to the discussion of some line items that are quantitatively immaterial, but only when the Company determines, in its judgment, that such line items are material based on qualitative factors.

In this case, the Company evaluated its income tax (expense) benefit for the periods presented in the Form 10-K and determined, in its judgment, that the

2

component was not material on either a quantitative or qualitative basis.  In making such determination, the Company considered that the quantitative amount of its income tax (expense) benefit was no more than 1.1% of its total revenue for any of the periods presented in the Form 10-K, and considered, among others, the following qualitative factors: the Company has not historically paid a significant amount of income taxes due to its significant losses; at December 31, 2013, the Company had approximately $320 million in net operating loss carryforwards that could be utilized against future earnings to eliminate the cash payment of income taxes; and the Company does not receive questions regarding its income taxes when it communicates with investors and analysts who follow the Company and its operating results.

In response to the Staff’s point regarding the changes in the Company’s valuation allowance disclosed in Note 12 to its consolidated financial statements, the Company respectfully advises the Staff that such changes are primarily driven by its losses incurred.  In addition, in 2013, the Company recognized a federal tax benefit of $34.5 million related to the exclusion of the alternative fuel credits (“VETC”) associated with fuel sales from 2006 through 2013.  The Company recognized this benefit in 2013 because Federal tax guidance was issued in 2013 that clarified that the VETC in excess of the Company’s fuel tax obligation could be excluded from taxable income.  This change and its impact on the Company’s valuation allowance is described in Note 12 to the Company’s financial statements included in the Form 10-K.  In addition, because the Company increased its federal deferred tax asset and corresponding valuation allowance by the same amount, the recognition of this federal tax benefit had no impact on the amount of the Company’s income tax (expense) benefit during the periods presented.

The Company acknowledges the Staff’s observation that its Results of Operations disclosure in the Form 10-K includes discussions of line items with amounts that are quantitatively less than the amount of its income tax (expense) benefit during the periods presented.  In accordance with the Company’s method of evaluating its operating results described above, the Company included comparative disclosure of these line items, even though they were not material on a quantitative basis, because it determined, in its judgment, that such disclosure may enhance a reader’s understanding of the Company’s operating

3

results based on qualitative factors.  In making such determination, the Company considered, among others, the following qualitative factors relating to these components of its results of operations: a portion of one of the line items is included in the Company’s Adjusted EBITDA calculation, which investors and analysts follow and monitor; the Company often receives questions from investors and analysts regarding its renewable natural gas operations,  to which certain of these line items relate; and until it was sold in March of 2013, the Company often received questions from investors and analysts regarding its interest in its Peruvian joint venture.  Consequently, the Company believes that a discussion of these components of its operating results may be relevant to readers for qualitative reasons, even though the amounts involved were not quantitatively material.

Financial Statements and Supplementary Data, page 66

Notes to Consolidated Financial Statements, page 74

(1) Summary of Significant Accounting Policies, page 74

Revenue Recognition, page 78

2.                                      We have reviewed your response to comment 4 in our letter dated July 8, 2014. We note that you record an other current asset and revenue upon generation of LCFS and RIN credits. We further note that you generally sell these credits within a year after they are generated. Please address the following:

·                  Please tell us whether you utilize any of the LCFS and RIN credits you generate or whether they are all sold.

4

·                  Please tell us when you generally enter into an agreement to sell your LCFS and RIN credits. In doing so, tell us whether they are sold in advance of generation, at generation, upon receipt of the credits or held and sold in the open market within one year.

·                  Please tell us how you value the LCFS and RIN credits when recorded and how that value is determined. Please tell us how the amount recorded at generation differs from the amount you receive upon sale.

·                  Please tell us why you believe it is appropriate to record revenue at the time of generation as opposed to when delivered to buyers or upon a commitment to sell. Refer to paragraph 83 of Statement of Financial Accounting Concepts No. 5.

Response:

The Company respectfully advises the Staff that the Company does not utilize any of the LCFS and RIN credits (“credits”) that it generates; rather, the Company sells all credits to third parties.  The Company recognized $5.1 million of revenue from the sales of credits generated in the year ended December 31, 2013.  The Company also respectfully advises the Staff that all of the RIN credits it generated during 2013 were subject to a sales contract at the time of generation that specified the price to be paid for the credits.

The Company’s agreements to sell credits are generally entered into, or commitments are in place, prior to generation of the credits.  Contracts are negotiated to sell up to a certain quantity of credits generated at either a fixed price or weighted average index based price over the period the credits are generated.  Because contracts are in place with a fixed or determinable price, the Company recognizes the revenue that will result from sales under these contracts as the credits are generated, to ensure appropriate matching with the related cost that they are intended to mitigate.  The majority of the credits generated by the Company were covered by a contract at the time of their generation as of the end of each quarter during the Company’s 2013 fiscal year.  In instances where credits are generated during a period and an agreement to sell the credits is not in

5

effect at the time of generation or by period end, the Company values the credits based on current market conditions for the credits.  The amount of credits generated for which a contract was not in place at the time of generation was less than one percent of total revenue and less than two percent of net loss in all periods presented in the Form 10-K, which is not material to the Company’s financial statements taken as a whole.

Although there is currently no authoritative accounting literature on accounting for emission allowances, the Company believes it is appropriate to record revenue from credits at the time of their generation when the Company has an agreement in place to sell the credits at a fixed or determinable price at the time of their generation.  Statement of Financial Accounting Concepts No. 5 (“CON5”) paragraph 83 provides guidance for recognizing revenues based on the revenues “(a) being realized or realizable and (b) being earned.”  In these instances, the Company believes revenues from sales of credits are realizable upon generation of the credits because a contract setting forth a fixed or determinable price for the credits and terms regarding volume and delivery of the credits is in effect at the time of generation.  Further, CON5 paragraph 83’s guidance states that “revenues are considered to have been earned when the entity has substantially accomplished what it must do to be entitled to the benefits represented by the revenues.” In these situations, the Company has substantially completed its required tasks to sell the credits upon their generation, as the remaining task to be performed after their generation — transferring the credits — does not require significant effort for or risk to the Company.  Although such amounts have not been material in prior periods, in future periods the Company will defer the revenue recognition on any credits that are not subject to a sales contract at period end until such time as the credits are subject to a sales contract.

Net Loss Per Share, page 80

3.                                      We have reviewed your response to comment 6 in our letter dated July 8, 2014. We note that you included the GE warrants in your earnings per share calculations because you intend to draw all amounts committed under the GE Credit Agreement. Please be advised that your intention to draw the amounts under the agreement does not appear to result in “no circumstance under which those shares would not be issued” since events could potentially occur where you would not or could not draw down on the GE Credit Agreement. Since it appears you have not satisfied the necessary conditions for the shares to be issued, we are unclear why inclusion of these shares is appropriate in your earnings per share calculation. Please advise.

6

Response:

In assessing the impact of the GE Warrant on the Company’s earnings per share (“EPS”) calculations, the Company considered the guidance outlined in Accounting Standards Codification (“ASC”) 260-10-45-12A through 45-13, which state the following:

“45-12A Contractual agreements (usually associated with purchase business combinations) sometimes provide for the issuance of additional common shares contingent upon certain conditions being met.  Consistent with the objective that basic EPS should represent a measure of the performance of an entity over a specific reporting period, contingently issuable shares should be included in basic EPS only when there is no circumstance under which those shares would not be issued and basic EPS should not be restated for changed circumstances.

45-13 Shares issuable for little or no cash consideration upon the satisfaction of certain conditions (contingently issuable shares) shall be considered outstanding common shares and included in the computation of basic EPS as of the date that all necessary conditions have been satisfied (in essence, when issuance of the shares is no longer contingent).  Outstanding common shares that are contingently returnable (that is, subject to recall) shall be treated in the same manner as contingently issuable shares.  Thus, contingently issuable shares include shares that meet any of the following criteria:

a.              They will be issued in the future upon the satisfaction of specified conditions.

b.              They have been placed in escrow and all or part must be returned if specified conditions are met.

c.               They have been issued but the holder must return all or part if specified conditions are not met. “

7

The exercisability of the GE Warrant, which grants the holder the right to purchase shares of the Company’s common stock for little cash consideration (i.e., a penny warrant), is subject to certain contingencies that are required to be satisfied before the Company can draw on the loan commitment under the GE Credit Agreement.  These include conditions relating to the Company’s construction of two LNG plants (the “GE Plants”), such as,

CORRESP
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4675   MacArthur Court, Suite 800

J. Nathan Jensen

Newport   Beach, California 92660

Vice President and General Counsel

www.cleanenergyfuels.com

VIA EDGAR

September 3, 2014

United States Securities and Exchange Commission

Division of Corporation Finance

Washington, D.C. 20549

Attention: Jennifer Thompson, Accounting Branch Chief

RE:                          Clean Energy Fuels Corp.

Form 10-K for the Year Ended December 31, 2013

Filed February 27, 2014

File No. 1-33480

Dear Ms. Thompson:

We are in receipt of the comment letter dated August 20, 2014 from the staff (“Staff”) of the U.S. Securities and Exchange Commission relating to the above-referenced filing by Clean Energy Fuels Corp. (the “Company” or “we”), wherein the Staff has requested that the Company respond to the comment letter within ten business days.

The Company respectfully informs the Staff that it expects to provide comprehensive written responses to the Staff’s comments no later than September 18, 2014. The Company needs the additional time to prepare its responses in order to obtain necessary input from certain key personnel and from the Company’s independent registered public accounting firm.

If you have any questions or require additional information, please contact me at (949) 437-1180 or njensen@cleanenergyfuels.com.

Very   truly yours,

/s/ J. Nathan Jensen

J. Nathan Jensen

Vice   President and General Counsel

Clean   Energy Fuels Corp.

cc:                                Yong Kim, Securities and Exchange Commission

Andrew Blume, Securities and Exchange Commission

Richard R. Wheeler, Clean Energy Fuels Corp.

Steven G. Rowles, Morrison & Foerster LLP

August 20, 2014

Via E -mail
Mr. Richard R. Wheeler
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 Year Ended December 31, 2013
Filed February 27, 2014
File No. 1 -33480

Dear Mr. Wheeler :

We have reviewed your response dated August 5, 2014  and have the following additional
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 this letter within ten business days by amending your filing, by
providing the requested information, or by advising us when you will provide the requested
respons e.  If you do  not believe our comments apply  to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.

After reviewing any amendment to your filing  and the information you provide in
response to these  comments, we may have  additional comments.

Results of Operations, page 54

Management’s Discussion and Analysis of Financial Condition and Results of Operations, page
42

1. We have reviewed your response to comment 3 in our letter d ated July 8, 2014, noting
that you excluded a period -to-period comparative description of income tax (expense)
benefit for the periods presented since you determined it “was not necessary to
understand the Company’s results of operations for the periods pr esented as a whole.”
We note, however, that your result of operations discussion includes line items with less
material amounts than your income tax (expense) benefit, including other income
(expense), income (loss) from equity method investments, and inc ome of your
noncontrolling interest.  We also note the significant changes in your valuation allowance
disclosed in Note 12.  Accordingly, please include a sufficiently detailed discussion and

Mr. Richard R. Wheeler
Clean Energy Fuels Corp.
August 20, 2014
 Page 2

 analysis of changes in your income tax (expense) benefit for th e periods presented or
provide us with further substantiation why you continue to believe no disclosure is
necessary.

Financial Statements and Supplementary Data, page 66

Notes to Consolidated Financial Statements, page 74

(1) Summary of Significant Accounting Policies, page 74

Revenue Recognition, page 78

2. We have reviewed your response to comment 4 in our letter dated July 8, 2014.  We note
that you record an other current asset and revenue upon generation  of LCFS and RIN
credits .  We further  note that you generally sell these credits within a year after they are
generated.  Please address the following:

 Please tell us whether you utilize any of the LCFS and RIN credits you generate or
whether they are all sold.

 Please tell us when you generally enter into an agreement to sell your LCFS and RIN
credits.  In doing so, tell us whether they are sold in advance of generation, at
generation, upon receipt of the credits or held and sold in the open market within one
year.

 Please tell us how you value the LCFS and RIN credits when recorded and how that
value is determined.  Please tell us how the amount recorded at generation differs
from the amount you receive upon sale.

 Please tell us why you believe it is appropriate to record revenue at t he time of
generation as opposed to when delivered to buyers or upon a commitment to sell .
Refer to paragraph 83 of Statement of Financial Accounting Concepts No. 5.

Net Loss Per Share, page 80

3. We have reviewed your response to comment 6 in our letter d ated July 8, 2014.  We note
that you included the GE warrants in your earnings per share calculations because you
intend to draw all amounts committed under the GE Credit Agreement.  Please be
advised that your intention to draw the amounts under the agree ment does not appear to
result in “no circumstance under which those shares would not be issued” since events
could potentially occur where you would not or could not draw down on the GE Credit
Agreement.  Since it appears you have not satisfied the necess ary conditions for the
shares  to be issued, we are unclear why  inclusion of these shares is appropriate in your
earnings per share calculation.  Please advise.

Mr. Richard R. Wheeler
Clean Energy Fuels Corp.
August 20, 2014
 Page 3

 You may contact Yong Kim, Staff Accountant,  at (202) 551 -3323  or Andrew Blume,
Staff Accountant,  at (202) 551 -3254  if you have questions regarding our comments.  Please
contact me at (202) 551 -3737  with any other questions.

Sincerely,

 /s/ Jennifer Thompson

Jennifer Thompson
Accounting Branch Chief

CORRESP
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4675 MacArthur Court, Suite 800

Newport Beach, California 92660 USA

949.437.1180  fax:  949.724.1459

J. Nathan Jensen

Vice President and General Counsel

www.cleanenergyfuels.com

VIA EDGAR

August 5, 2014

United States Securities and Exchange Commission

Division of Corporation Finance

Attn: Jennifer Thompson

Washington, D.C. 20549

RE:

Clean Energy Fuels Corp.

Form 10-K for Fiscal Year Ended December 31, 2013

Filed February 27, 2014

File No. 1-33480

Dear Ms. Thompson:

On behalf of Clean Energy Fuels Corp. (the “Company,” “we,” “us” or “our”), 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 July 8, 2014. 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.  Capitalized terms used but not defined in this letter have the meanings given to them in the Company’s Form 10-K for the fiscal year ended December 31, 2013 (the “Form 10-K”).

Properties, page 37

1.                                      We read on page 13 that you own 229 fueling stations. Either disclose the locations of these fueling stations or tell us why disclosure is not necessary. If the 85 ANGH stations discussed on page 11 are not included in the 229 fueling stations, please also disclose the locations of ANGH stations. Refer to Item 102 of Regulation S-K.

Response:

In accordance with Instruction 2 to Item 102 of Regulation S-K, the Company evaluated the materiality of each of its fueling stations by taking into account quantitative and qualitative factors, including the revenue and operational costs of each individual station relative to the Company’s operational results as a whole and the impact of each individual station on the Company’s business. The Company respectfully advises the Staff that, following such evaluation, the Company determined that no single fueling station is material to its business taken as a whole, and therefore none of the Company’s fueling stations is a “principal plant” or a “materially important physical propert[y]” for which the location is required to be disclosed pursuant to Item 102 of Regulation S-K.

North America’s leader in clean transportation

Additionally, the Company respectfully informs the Staff that the 85 ANGH stations discussed on page 11 are included in the 229 fueling stations referenced on page 13.

Management’s Discussion and Analysis of Financial Condition and Results of Operations, page 42

2.                                      We note your discussion at the top of page 46 regarding ANGH stations located at Pilot Flying J Travel Centers. Please tell us what is meant by your statement that you are “entitled to recoup” all of your investments in ANGH stations built at Pilot locations plus a defined return. In doing so, specify how recovery of your investment will occur and clarify how you present these activities within your statements of operations both before and after the recovery of your investment.

Response:

Pursuant to the Liquefied Natural Gas Fueling Station and LNG Master Sales Agreement (“Pilot Agreement”) dated August 2, 2010 between the Company and Pilot Travel Centers, LLC (“Pilot”), the Company is entitled to recover all of its capital investments in each station built at a Pilot location (each, a “Pilot Station”), plus a defined return (“Defined Return”) equal to a specified percentage of such capital investment, out of the profits of the station before it is required to share any of the profits of the station with Pilot.  After our capital investments and Defined Return are recovered for a Pilot Station, the Company begins sharing the profits of such station with Pilot. A redacted version of the Pilot Agreement was filed as Exhibit 10.92 to the Form 10-K (and a confidential treatment order pertaining to the redacted portions was granted by the Staff on March 21, 2014).

The Company records the revenues and associated costs from the LNG sales with respect to each Pilot Station on a gross basis in our financial statements until we receive a return of our capital investment and our Defined Return with respect to such Pilot Station.  After the Company has recovered its capital

2

investment and Defined Return with respect to a Pilot Station, the Company will record revenues and associated costs with respect to each Pilot Station on a gross basis in our Consolidated Statements of Operations, and record Pilot’s proportionate share of the operating profits from such Pilot Station as an operating expense in its Consolidated Statements of Operations, in each case as the operating profits are earned. To date, we have not recovered our capital investment of any of the stations or shared any of the station profits.

Results of Operations, page 54

3.                                      Please include a discussion and analysis of changes in your income tax (expense) benefit for the periods presented. In doing so, ensure you discuss the impact of foreign operations on the income tax (expense) benefit. Please show us what your disclosures would have looked like for the periods presented in your filing. Since your foreign operating losses disclosed on page 113 appear to be substantially different than the foreign pre-tax losses disclosed on page 108, please also explain to us the reasons for the variations.

Response:

The Company respectfully advises the Staff that the foreign operating losses disclosed on page 113 are different than the foreign pre-tax losses disclosed on page 108, primarily as a result of various non-operating, intra-entity activities that occur below the operating income line (the amounts disclosed on page 108) and that are included in the pre-tax income line (the amounts disclosed on page 113) and eliminate upon consolidation. The differences for the periods presented are primarily attributable to charges relating to interest expense and the remeasurement of U.S. denominated intra-entity notes on the Company’s foreign subsidiaries’ Statements of Operations that are charged through Other Comprehensive Income on the Company’s financial statements. The Company considers the notes along with other intra-entity transactions for which settlement is not planned or anticipated in the foreseeable future as long-term investments, and as such, reports the transaction gains or losses in the same manner as translation adjustments on the Company’s financial statements in accordance with Accounting Standards Codification (“ASC”) 830-25-35-3.

3

As requested by the Staff, set forth below are period-to-period comparative descriptions of income tax (expense) benefit for the periods presented in the Form 10-K.  However, the Company respectfully advises the Staff that it did not include such descriptions in its results of operations comparative disclosure contained in the Form 10-K because, in accordance with Item 303(a)(3) of Regulation S-K, the Company determined, in its judgment, that a description of this component of its Consolidated Statements of Operations was not necessary to understand the Company’s results of operations for the periods presented as a whole.  In making this determination, the Company considered the factors described in Instructions 1, 2 and 4 to Item 303(a) of Regulation S-K, and concluded that a period-to-period discussion of this component of its operational results was not necessary to provide a reader an understanding of the Company’s financial condition during the periods presented and would not have been materially relevant to an investor’s, or other user’s, ability to assess the Company’s overall financial condition and results of operations during such periods.  The Company respectfully notes to the Staff that, in the course of evaluating its results of operations for each quarterly and annual period, the Company may reach different conclusions for each such period regarding which components of its Consolidated Statements of Operations would be materially relevant to a reader’s understanding of the Company’s overall operational results during the applicable period.

Comparative descriptions of income tax (expense) benefit for the periods presented in the Form 10-K:

2013 Fiscal Year Compared to 2012 Fiscal Year:  Income tax expense increased $2.4 million to $3.7 million in the year ended December, 31 2013, from $1.3 million in the year ended December, 31 2012. This increase was primarily related to $1.4 million of foreign taxes imposed on the sale of the Company’s interest in Clean Energy del Peru and $1.0 million of taxes that arose from foreign subsidiaries.

2012 Fiscal Year Compared to 2011 Fiscal Year:  Income tax (expense) benefit increased $2.0 million to $1.3 million of expense in the year ended December, 31 2012, from a benefit of $0.7 million in the year ended December, 31 2011.

4

This increase was primarily related to losses incurred in 2012 for which no tax benefit was recorded.

Financial Statements and Supplementary Data, page 66

Notes to Consolidated Financial Statements, page 74

(1) Summary of Significant Accounting Policies, page 74

Revenue Recognition, page 78

4.                                      We note from your disclosure on page 49 that you generate and sell LCFS and RIN Credits. Please tell us how you account for these credits, including whether or not you record any accounting entries when they are generated. Also clarify the point, such as upon delivery or upon a commitment to sell, when you recognize credit revenues.

Response:

There is currently no authoritative accounting literature from either the Financial Accounting Standards Board (“FASB”) or the International Accounting Standards Board (“IASB”) on accounting for emission allowances.  In 2003, the Emerging Issues Task Force (“EITF”) contemplated emission accounting questions in EITF 03-14, but the item was later removed from its agenda.  U.S. generally accepted accounting principles (“GAAP”) allow the use of other accounting literature (including International Financial Reporting Standards) when there is no applicable guidance within the U.S. GAAP hierarchy (as defined in ASC 105-10-05).  In accordance with such principles, the Company elected to follow the framework set forth in International Accounting Standard 20, “Accounting for Government Grants and Disclosure of Government Assistance,” to account for its LCFS and RIN Credits.

The Company’s LCFS and RIN Credits are generated as an output from its distribution process.  Therefore, the Company’s LCFS and RIN Credits are recorded as assets and product revenue at the time they are generated to ensure appropriate matching with the related cost which they are intended to mitigate.

5

In the Company’s case, the LCFS and RIN Credits appear to align more closely with intangible assets representing identifiable nonfinancial assets that lack physical substance, and the Company generally sells the LCFS and RIN Credits within a year after they are generated. As a result, the LCFS and RIN Credits are classified as Other Receivables in current assets on the Company’s Balance Sheets.

5.                                      You disclose that the revenue allocated to the sale of fuel in your multiple element arrangements is recognized ratably over the term of the arrangement. Please clarify why fuel revenue is recognized ratably instead of when delivered.

Response:

The Company respectfully advises the Staff that revenue allocated to the sale of fuel in its multiple element arrangements is recognized as fuel is delivered.  The Company informs the Staff that it intends to include additional disclosure regarding its recognition of fuel sale revenue in its Quarterly Report on Form 10-Q for the period ended June 30, 2014, which the Company expects to file on or about August 7, 2014.

Net Loss Per Share, page 80

6.                                      We note that you include all 5 million shares underlying the GE warrants within your basic and diluted net loss per share calculations. Since your disclosures on page 102 indicate that certain underlying shares become exercisable upon events that have yet to occur, please tell us how you determined that all shares should be included within your basic and diluted EPS computations.

Response:

On November 7, 2012, concurrently with the execution of the GE Credit Agreement, the Company issued to GE a warrant for the purchase of up to 5 million shares of the Company’s common stock at a price per share of $0.01.

The Company utilized ASC 260-10-45-12A through 45-13 in its evaluation of the warrant for purposes of inclusion in its basic and diluted EPS computations.

6

ASC 260-10-45-12A provides that basic EPS should represent a measure of the performance of an entity over a specified reporting period, and contingently issuable shares should be included in basic EPS only when there is no circumstance under which those shares would not be issued. ASC 260-10-45-13 further clarifies that shares issuable for little or no cash consideration (i.e. penny warrants) upon the satisfaction of certain conditions (contingently issuable shares) shall be considered outstanding common shares and included in the computation of basic EPS as of the date that all necessary conditions have been satisfied.  As of December 31, 2013, the Company had the continued intent to draw all amounts committed under the GE Credit Agreement to fund the construction of two LNG plants, the occurrence of which would permit the warrant to become fully exercisable. As a result, as of such date, the Company concluded that there was no circumstance under which the shares underlying the warrant would not be issued. Therefore, pursuant to the guidance found in ASC 260-10-45-12A through 45-13, the full 5 million shares were included in the computation of basic and dilutive EPS.

(2) Acquisitions and Divestitures, page 82

BAF, page 84

7.                                      We note your sale of BAF, including BAF’s 100% ownership interest of ServoTech, to Westport Innovations Inc. on June 28, 2013. Please tell us why you did not present BAF as discontinued operations pursuant to ASC 205-20-45-1. If you did not present BAF as discontinued operations due to the two year $5 million marketing agreement, tell us in detail why this agreement constitutes significant continuing involvement under ASC 205-20-55-15 through 55-17. Lastly, please tell us whether or not you received the expected $5 million payment during the first quarter of 2014.

Response:

The Company evaluated the sale of BAF, including BAF’s 100% ownership in ServoTech, in accordance with ASC 205-20-45-1 and concluded that, due to the terms of the $5 million marketing agreement (the “Marketing Agreement”), the Company has significant continuing involvement in BAF within the criteria of

7

ASC 205-20-55-17.  The Company considered the factors specified in ASC 205-20-55-17 in evaluating whether its continuing involvement in BAF constitutes significant continuing involvement, including particularly the following characteristic of significant continuing involvement:  “The ongoing entity and the buyer (or the disposed component) are parties to a contract or otherwise parties to an arrangement that in substance enables the ongoing entity to exert significant influence over the disposed component’s operating and financial policies.”

The Company’s ability to exert significant influence over BAF’s operating and financial policies after the sale of BAF are demonstrated by, among other things, (a) the appointment of an executive of the Company to an Operating Committee (which committee was established pursuant to the Marketing Agreement) that is responsible for creating sales and marketing strategies for BAF and assisting in t

CORRESP
1
filename1.htm

4675   MacArthur Court, Suite 800

J. Nathan Jensen

Newport   Beach, California 92660

Vice President and General Counsel

www.cleanenergyfuels.com

VIA EDGAR

July 18, 2014

United States Securities and Exchange Commission

Division of Corporation Finance

Washington, D.C. 20549

Attention: Jennifer Thompson, Accounting Branch Chief

RE:                          Clean Energy Fuels Corp.

Form 10-K for the Year Ended December 31, 2013

Filed February 27, 2014

File No. 1-33480

Dear Ms. Thompson:

We are in receipt of the comment letter dated July 8, 2014 from the staff (“Staff”) of the U.S. Securities and Exchange Commission relating to the above-referenced filing by Clean Energy Fuels Corp. (the “Company” or “we”), wherein the Staff has requested that the Company respond to the letter within ten business days.

The Company respectfully informs the Staff that it expects to provide comprehensive written responses to the Staff’s comments no later than August 8, 2014.  The Company needs the additional time to prepare its responses in order to obtain necessary input from certain key personnel who have been out of the office and from others who are actively engaged in the closing of the Company’s second quarter and the preparation of the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2014.

If you have any questions or require additional information, please contact me at (949) 437-1180 or njensen@cleanenergyfuels.com.

Very   truly yours,

/s/ J. Nathan Jensen

J. Nathan Jensen

Vice   President and General Counsel

Clean   Energy Fuels Corp.

cc:                                Yong Kim, Securities and Exchange Commission

Andrew Blume, Securities and Exchange Commission

Richard R. Wheeler, Clean Energy Fuels Corp.

Steven G. Rowles, Morrison & Foerster LLP

July 8 , 2014

Via E -mail
Mr. Richard R. Wheeler
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 Year Ended December 31, 2013
Filed February 27, 2014
File No. 1 -33480

Dear Mr. Wheeler :

We have reviewed your filing and have the following comments.  We have limited our
review to only your financial statements and related disclosures and do not intend to expand our
review to ot her portions of your documents.  In some of our comments, we may ask you to
provide us with information so we may better understand your disclosure.

Please respond to this letter within ten business days by amending your filing, by
providing the requested information, or by advising us when you will provide the requested
response.   If you do not believe our comments apply to your facts and circumstance s or do not
believe an amendment is appropriate, please tell us why in your response.

After reviewing any amendment to your filing and the information you provide in
response to these  comments, we may have  additional comments.

Properties, page 37

1. We read on page 13 that you own 229 fueling stations.  Either disclose the locations of
these fueling stations or tell us why disclosure is not necessary.  If the 85 ANGH
stations discussed on page 11 are not included in the 229 fueling stations , please also
disclose the locations of ANGH stations .  Refer to Item 102 of Regulation S -K.

Mr. Richard R. Wheeler
Clean Energy Fuels Corp.
July 8 , 2014
 Page 2

 Management’s Discussion and Analysis of Financial Condition and Results of Operations, page
42

2. We note your discussion at the top of page 46 regarding ANGH s tations located at Pilot
Flying J Travel Centers.  Please tell us what is meant by your statement that you are
“entitled to recoup” all of your investments in ANGH stations built at Pilot locations
plus a defined return.  In doing so, specify how recovery of your investment will occur
and clarify how you present these activities within your statements of operations both
before and after the recovery of your investment .

Results of Operations, page 54

3. Please include a discussion and analysis of changes in  your income tax (expense) benefit
for the periods presented.  In doing so, ensure you discuss the impact of foreign
operations on the income tax (expense) benefit.  Please show us what your disclosures
would have looked like for the periods presented in y our filing.  Since your foreign
operating losses disclosed on page 113 appear to be substantially different than the
foreign pre -tax losses disclosed on page 108, please also explain to us the reasons for the
variations.

Financial Statements and Supplementary Data, page 66

Notes to Consolidated Financial Statements, page 74

(1) Summary of Significant Accounting Policies, page 74

Revenue Recognition, page 78

4. We note from your disclosure on page 49 that you generate and sell LCFS and RIN
Credits .  Please tell us how you account for these credits, including whether or not you
record any accounting entries when they are generated.  Also clarify the point , such as
upon delivery or upon a commitment to sell,  when you recognize credit revenues.

5. You disclose that the revenue allocated to the sale of fuel in your multiple element
arrangements is recognized ratably over the term of the arrangement.  Please clarify why
fuel revenue is recognized ratably instead of when delivered.

Net Loss Per Share, pa ge 80

6. We note that you include all 5 million shares underlying the GE warrants within your
basic and diluted net loss per share calculations.  Since your disclosures on page 102
indicate that certain underlying shares become exercisable upon events that h ave yet to
occur, please tell us how you determined that all shares should be included within your
basic and diluted EPS computations.

Mr. Richard R. Wheeler
Clean Energy Fuels Corp.
July 8 , 2014
 Page 3

 (2) Acquisitions and Divestitures, page 82

BAF, page 84

7. We note your sale of BAF, including BAF’s 100% ownership inter est of ServoTech, to
Westport Innovations Inc. on June 28, 2013.  Please tell us why you did not present BAF
as discontinued operations pursuant to ASC 205 -20-45-1.  If you did not present BAF as
discontinued operations due to the two year $5 million marke ting agreement, tell us in
detail why this agreement constitutes significant continuing involvement under ASC
205-20-55-15 through 55 -17.  Lastly, please tell us whether or not you received the
expected $5 million payment during the first quarter of 2014.

(17) Capitalized Lease Obligation and Receivables, page 114

8. If sales -type leases are a significant part of your business activities  in terms of revenue,
net income  or assets , please provide all disclosures required by ASC 840 -30-50-4.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing include s the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules require.   Since the company and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

 In responding to our comments, please provide  a written statement from the company
acknowledging that:

 the company is responsible for the adequacy and accuracy of the disclosure in the filing;

 staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and

 the comp any may not assert staff comments as a defense in any proceeding initiated by
the Commission or any person under the federal securities laws of the United States.

You may contact Yong Kim, Staff Accountant,  at (202) 551 -3323  or Andrew Blume,
Staff Account ant, at (202) 551 -3254  if you have questions regarding our comments.  Please
contact me at (202) 551 -3737  with any other questions.

Sincerely,

 /s/ Jennifer Thompson

Jennifer Thompson
Accounting Branch Chief

CORRESP
1
filename1.htm

3020   Old Ranch Parkway, Suite 400
   Seal Beach, California 90740

562.493.2804

Facsimile:   562.493.4532

J. Nathan Jensen
   Vice President and General Counsel

www.cleanenergyfuels.com

VIA EDGAR

May 7, 2013

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attention: Mara L. Ransom, Assistant Director

RE:

Clean Energy Fuels Corp.
   Registration Statement on Form S-3, as amended
   File No. 333-187085
   Request for Acceleration

Dear Sir or Madam:

Pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, the undersigned registrant, Clean Energy Fuels Corp., a Delaware corporation (the “Registrant”), hereby requests that the above-referenced Registration Statement (the “Registration Statement”) be declared effective at 4:00 p.m., New York City time, on May 8, 2013, or as soon as practicable thereafter.

The Registrant hereby acknowledges that:

(i)                                     should the Securities and Exchange Commission (the “Commission”) or the staff, acting pursuant to delegated authority, declare the Registration Statement effective, it does not foreclose the Commission from taking any action with respect to the Registration Statement;

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

(iii)                               the Registrant 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.

[Signature page follows]

Very truly yours,

CLEAN ENERGY FUELS CORP.

By:

/s/ J. Nathan Jensen

J. Nathan Jensen

Vice President and General Counsel

cc:

Charles Lee, Esq., Securities and Exchange Commission

Lilyanna Peyser, Esq. Securities and Exchange Commission

Andrew D. Thorpe, Morrison & Foerster LLP

2

CORRESP
1
filename1.htm

3020   Old Ranch Parkway, Suite 400

J. Nathan Jensen

Seal   Beach, California 90740

Vice President and General Counsel

562.493.2804

Facsimile:   562.493.4532

www.cleanenergyfuels.com

VIA EDGAR

May 7, 2013

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attention: Mara L. Ransom, Assistant Director

RE:                          Clean Energy Fuels Corp.

Registration Statement on Form S-3, as amended

File No. 333-187456

Request for Acceleration

Dear Sir or Madam:

Pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, the undersigned registrant, Clean Energy Fuels Corp., a Delaware corporation (the “Registrant”), hereby requests that the above-referenced Registration Statement (the “Registration Statement”) be declared effective at 4:00 p.m., New York City time, on May 8, 2013, or as soon as practicable thereafter.

The Registrant hereby acknowledges that:

(i)

should   the Securities and Exchange Commission (the “Commission”)   or the staff, acting pursuant to delegated authority, declare the   Registration Statement effective, it does not foreclose the Commission from   taking any action with respect to the Registration Statement;

(ii)

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

(iii)

the   Registrant 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.

[Signature page follows]

Very truly yours,

CLEAN ENERGY FUELS CORP.

By:

/s/ J. Nathan Jensen

J. Nathan Jensen

Vice   President and General Counsel

cc:

Charles   Lee, Esq., Securities and Exchange Commission

Lilyanna   Peyser, Esq. Securities and Exchange Commission

Andrew   D. Thorpe, Morrison & Foerster LLP

2

CORRESP
1
filename1.htm

3020   Old Ranch Parkway, Suite 400

J. Nathan Jensen

Seal   Beach, California 90740

Vice President and General Counsel

562.493.2804

Facsimile:   562.493.4532

www.cleanenergyfuels.com

VIA EDGAR

April 26, 2013

United States Securities and Exchange Commission

Division of Corporation Finance

Attn: Mara L. Ransom, Assistant Director

Washington, DC  20549

RE:                          Clean Energy Fuels Corp.

Registration Statement on Form S-3

Filed on March 6, 2013

File No. 333-187085

Dear Ms. Ransom:

On behalf of Clean Energy Fuels Corp. (the “Company”), set forth below are responses to the comments received from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) in the Staff’s comment letter to the Company dated April 15, 2013.  The numbers of the responses and headings set forth below correspond to the numbered comments and headings on the comment letter from the Staff.  For convenience, the text of the Staff’s comments appears in italics in each item below.

General

1.              To the extent applicable, please amend your post-effective amendment no. 3 to Form S-3 (file no. 333-168433) filed on March 6, 2013 to reflect the revisions requested by this letter.

Response:

The Company will file a Current Report on Form 8-K (the “Current Report”) disclosing under Item 8.01, Other Events, the information requested by the Commission in comment 2 of its letter.  Pursuant to Item 12 of Form S-3 and the language under the heading “Incorporation of Certain Information by Reference” in each of the Company’s filed Registration Statements on Form S-3, (collectively, the “Registration Statements”), all documents filed by the Company under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, after the filing date of the initial registration statements and prior to the date of effectiveness of the registration statements, and on or after the date of the prospectus and before the termination of the offering shall be deemed to be incorporated by reference into the prospectus from the respective dates of filing of such

documents.  Accordingly, the information disclosed in the Current Report shall be deemed to be incorporated by reference into the prospectus of each of the Registration Statements (and any post-effective amendments thereto).

Risk Factors

2.              We note that your stock price has experienced volatility relative to other reporting companies in your industry. Please include a risk factor to disclose this volatility.

Response:

Set forth below is the Company’s intended disclosure to respond to this comment 2, which the Company plans to disclose in the Current Report as described in the response to comment 1 above.  The Company respectfully advises the Staff that the anticipated disclosure described below is subject to further change and modification based on the Company’s internal review prior to filing with the Commission.

Our stock price may be volatile.

The market price of our common stock has experienced and may continue to experience volatility and could be subject to fluctuations in price in response to various factors, some of which are beyond our control.  In addition to the factors discussed under the heading “Risk Factors” in our Annual Report for the fiscal year ended December 31, 2012, factors that may cause volatility in our stock price include:

·                  our actual or perceived ability to capture a substantial share of the anticipated growth in the market for natural gas as a vehicle fuel;

·                  successful implementation of our business plans, including our plan to build America’s Natural Gas Highway;

·                  the development, commercial availability and market adoption of natural gas as a vehicle fuel and engines that operate on natural gas;

·                  production, sourcing and supply of the various forms of natural gas fuel important to our business;

·                  changes in the worldwide prices for natural gas and for traditional vehicle fuels, such as gasoline and diesel;

·                  actual or perceived fluctuations in our operating results;

·                  sales of our common stock by us or our stockholders;

·                  a decline in demand for our common stock;

·                  the potential for oil companies, natural gas utilities and others to enter the natural gas fuel market;

·                  changes in our key personnel;

·                  investor perception of our industry or our prospects; and

·                  changes in general economic and market conditions.

2

In addition, the securities markets have from time to time experienced significant price and volume fluctuations that are unrelated to the operating performance of particular companies but affect the market price of their securities.  These market fluctuations may also materially and adversely affect the market price of our common stock.

Exhibit 23.2

3.              Please include the name of the independent registered public accounting firm in the consent.

Response:

The Company will file Amendment No. 1 to Registration Statement on Form S-3 (file no. 333-187546), which will include a revised version of Exhibit 23.2 that includes the name of the Company’s independent registered public accounting firm.

* * *

We appreciate your time and attention to these responses to the Staff’s comments.  If you should have any additional questions please contact me directly at (562) 493-7239.

Thank you for your consideration.

/s/ J. Nathan Jensen

J. Nathan Jensen

Vice   President and General Counsel

cc:                                Charles Lee, Esq., Securities and Exchange Commission

Lilyanna Peyser, Esq. Securities and Exchange Commission

Andrew D. Thorpe, Morrison & Foerster LLP

3

April 15 , 2013

Andrew J. Littlefair
President and Chief Executive Officer
Clean Energy Fuels Corp.
3020 Old Ranch Parkway, Suite 400
Seal Beach, California 90740

Re: Clean Energy Fuels Corp.
  Registration Statement on Form S-3
Filed  March 22, 2013
  File No.  333-187456

Dear Mr. Littlefair :

We have limited our review of your registration statement to those issues we have
addressed in our 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 this letter by amending your registration statement and providing the
requested information .  Where you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.

After reviewing any amendment to your registration statement and the information you
provide in response to these  comments , we may have  additional comments.

General

1. To the extent applicable, please amend your post -effective amendment no. 3 to Form S -3
(file no. 333 -168433) filed on March 6, 2013 to reflect the revisions requested by this
letter.

Risk Factors

2. We note tha t your stock price has experienced volatility relative to other reporting
companies in your industry.  Please include a risk factor to disclose this volatility.

Exhibit 23.2

3. Please include the name of the independent registered public accounting firm in the
consent.

Andrew J. Littlefair
Clean Energy Fuels Corp.
April 15, 2013
Page 2

 We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Act of 193 3 and
all applicable Securities  Act rules require.   Since th e company and its management are in
possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

Notwithstanding our comments, in the event you request acceleration of the effective date
of the pending registration statement please provide a written statement from the company
acknowledging 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 filing;

 the action of the Commission or the staff, acting pursuant to delegated authority, in
declaring the filing effective, does not relieve the company from its full responsibility for
the adequacy and accuracy of the disclosure in the filing; 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 refer to Rules 460 and 461 regarding requests for  acceleration .  We will consider a
written request for acceleration of the effective date of the registration statement as confirmation
of the fact that those requesting acceleration are aware of their respective responsibilities under
the Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed
public offering of the securities specified in the above registration statement.  Please allow
adequate time  for us to review any amendment prior to the requested effective date of  the
registration statement.

Andrew J. Littlefair
Clean Energy Fuels Corp.
April 15, 2013
Page 3

 Please contact Charles Lee  at (202) 551 -3427, Lilyanna Peyser at (202) 551 -3222 or me
at (202) 551 -3720  with any questions.

Sincerely,

 /s/ Lilyanna L. Peyser for

Mara L. Ransom
Assistant Director

cc: Nate Jensen
 Clean Energy Fuels Corp.

 Andrew Thorpe
Morrison & Foerster LLP

CORRESP
1
filename1.htm

3020 Old Ranch Parkway, Suite 400

J. Nathan Jensen

Seal Beach, California 90740

Vice President and General Counsel

562.493.2804

Facsimile: 562.493.4532

www.cleanenergyfuels.com

VIA EDGAR

April 9, 2013

United States Securities and Exchange Commission

Division of Corporation Finance

Attn: Mara L. Ransom, Assistant Director

Washington, DC  20549

RE:

Clean Energy Fuels Corp.

Registration Statement   on Form S-3

Filed on March 6,   2013

File No. 333-187085

Dear Ms. Ransom:

On behalf of Clean Energy Fuels Corp. (the “Company”), set forth below are responses to the comments received from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) in the Staff’s comment letter to the Company dated April 4, 2013.  The numbers of the responses and headings set forth below correspond to the numbered comments and headings on the comment letter from the Staff.  For convenience, the text of the Staff’s comments appears in italics in each item below.

General

1.              To the extent applicable, please amend your post-effective amendment no. 3 to Form S-3 (file no. 333-168433) filed on March 6, 2013 to reflect the revisions requested by this letter.

Response:

The Company will file a Current Report on Form 8-K (the “Current Report”) disclosing under Item 8.01, Other Events, the information requested by the Commission in comment 2 of its letter.  Pursuant to Item 12 of Form S-3 and the language under the heading “Incorporation of Certain Information by Reference” in each of the Company’s filed Registration Statements on Form S-3 (collectively, the “Registration Statements”), all documents filed by the Company under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, after the filing date of the initial registration statements

North America’s leader in clean transportation

and prior to the date of effectiveness of the registration statements, and on or after the date of this prospectus and before the termination of this offering shall be deemed to be incorporated by reference into the prospectus from the respective dates of filing of such documents.  Accordingly, the information disclosed in the Current Report shall be deemed to be incorporated by reference into the prospectus of each of the Registration Statements (and any post-effective amendments thereto).

Risk Factors

2.              We note that your stock price has experienced volatility relative to other reporting companies in your industry. Please include a risk factor to disclose this volatility.

Response:

Set forth below is the Company’s intended disclosure to respond to this comment 2, which the Company plans to disclose in the Current Report as described in the response to comment 1 above.  The Company respectfully advises the Staff that the anticipated disclosure described below is subject to further change and modification based on the Company’s internal review prior to filing with the Commission.

Our stock price may experience volatility.

The market price of our common stock has experienced, and may continue to experience, volatility and could be subject to fluctuations in price in response to various factors, some of which are beyond our control.  In addition to the factors discussed under the heading “Risk Factors” in our Annual Report for the fiscal year ended December 31, 2012, factors that may cause volatility in our stock price include:

·                  our actual or perceived ability to capture a substantial share of the anticipated growth in the market for natural gas as a vehicle fuel;

·                  successful implementation of our business plans, including our plan to build America’s Natural Gas Highway;

·                  the development, commercial availability and market adoption of natural gas as a vehicle fuel and engines that operate on natural gas, particularly natural gas engines that are well-suited for the heavy-duty trucking market, including the Cummins-Westport 11.9 liter engine;

·                  production, sourcing and supply of LNG and RNG;

·                  changes in the worldwide prices for natural gas and for traditional vehicle fuels, such as gasoline and diesel;

·                  actual or perceived fluctuations in our operating results;

·                  sales of our common stock by us or our stockholders;

·                  a decline in demand for our common stock;

2

·                  the potential for oil and gas companies, natural gas utilities and others to enter the natural gas fuel market;

·                  changes in our key personnel;

·                  competitive developments;

·                  investor perception of our industry or our prospects; and

·                  changes in general economic and market conditions.

In addition, the securities markets have from time to time experienced significant price and volume fluctuations that are unrelated to the operating performance of particular companies, and in such instances, have affected the market prices of those securities.  These market fluctuations may also materially and adversely affect the market price of our common stock.

* * *

We appreciate your time and attention to these responses to the Staff’s comments.  If you should have any additional questions please contact me directly at (562) 493-7239.

Thank you for your consideration.

/s/ J. Nathan Jensen

J. Nathan Jensen

Vice President and General Counsel

cc:

Charles Lee, Esq., Securities and   Exchange Commission

Lilyanna Peyser, Esq. Securities and   Exchange Commission

Andrew D. Thorpe, Morrison &   Foerster LLP

3

April 4, 2013

Andrew J. Littlefair
President and Chief Executive Officer
Clean Energy Fuels Corp.
3020 Old Ranch Parkway, Suite 400
Seal Beach, California 90740

Re: Clean Energy Fuels  Corp.
  Registration Statement on Form S-3
Filed  March 6, 2013
  File No.  333-187085

Dear Mr. Littlefair :

We have limited our review of your registration statement to those issues we have
addressed in our 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 this letter by amending your registration statement and providing the
requested information .  Where you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.

After reviewing any amendment to your registration statement and the information you
provide in response to these  comments , we may have  additional comments.

General

1. To the extent applicable, please amend your post -effective amendment no. 3 to Form S -3
(file no. 333 -168433) filed on March 6, 2013 to reflect the revisions requested by this
letter.

Risk Factors

2. We note tha t your stock price has experienced volatility relative to other reporting
companies in your industry.  Please include a risk factor to disclose this volatility.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the  filing to be certain that the filing includes the information the Securities Act of 193 3 and
all applicable Securities  Act rules require.   Since the company and its management are in
possession of all facts relating to a company’s disclosure, they are res ponsible for the accuracy
and adequacy of the disclosures they have made.

Andrew J. Littlefair
Clean Energy Fuels Corp.
April 4, 2013
Page 2

Notwithstanding our comments, in the event you request acceleration of the effective date
of the pending registration statement please provide a written statement from the company
acknowledging 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 filing;

 the action of the Commission or the staff, acting pursuant to delegated authority, in
declaring the filing effective, does not relieve the company from its full responsibility for
the adequacy and accuracy of the disclosure in the filing; 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 refer to Rules 460 and 461 regarding requests for  acceleration .  We will consider a
written request for acceleration of the effective date of the registration statement as confirmation
of the fact that those requesting acceleration are aware of their respective responsibilities under
the Securities Act o f 1933 and the Securities Exchange Act of 1934 as they relate to the proposed
public offering of the securities specified in the above registration statement.  Please allow
adequate time  for us to review any amendment prior to the requested effective date of the
registration statement.

Please contact Charles Lee , Staff Attorney,  at (202) 551 -3427, Lilyanna Peyser , Special
Counsel,  at (202) 551 -3222 , or me at (202) 551 -3720  with any questions.

Sincerely,

 /s/ Lilyanna L. Peyser for

Mara L. Ransom
Assistant Director

cc: Nate Jensen
 Clean Energy Fuels Corp.

 Andrew Thorpe
Morrison & Foerster LLP

January 23, 2013

Via E -mail
Mr. Andrew J. Littlefair
President and Chief Executive Officer
Clean Energy Fuels Corp.
3020 Old Ranch Parkway, Suite 400
Seal Beach, California  90740

Re: Clean Energy Fuels Corp.
 Form 10-K for Fiscal Year Ended December 31, 2011
Filed March 12, 2012
File No. 001 -33480

Dear Mr. Littlefair :

We have completed our review of your filing.  We remind you that our comments or
changes to disclosure in response to our comments do not foreclose the Commission from taking
any action with respect to the company or the filing and the company may not assert staff
comments as a defense in any proceeding initiated by the Commission or any person under the
feder al securities laws of the United States.  We urge all persons who are responsible for the
accuracy and adequacy of the disclosure in the filing to be certain that the filing includes the
information the Securities Exchange Act of 1934 and all applicable ru les require.

Sincerely,

 /s/ Jennifer Thompson

Jennifer Thompson
Accounting Branch Chief

CORRESP
1
filename1.htm

3020 Old Ranch Parkway, Suite 400

J. Nathan Jensen

Seal Beach, California 90740

Vice President and General Counsel

562.493.2804

Facsimile: 562.493.4532

www.cleanenergyfuels.com

VIA EDGAR

December 20, 2012

United States Securities and Exchange Commission

Division of Corporation Finance

Washington, D.C. 20549

Attn: Jennifer Thompson

RE:

Clean Energy Fuels Corp.

Form 10-K for Fiscal Year Ended   December 31, 2011

Filed March 12, 2012

File No. 001-33480

Dear Ms. Thompson:

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 December 14, 2012. 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 Fiscal year Ended December 31, 2011

Consolidated Financial Statements for the Year Ended December 31, 2011, page 64

Notes to Consolidated Financial Statements, page 71

Note 18 Fair Value Measurements, page 103

1.             We note your statement at the bottom of page 3 of your response that “we believe that since historical volatility is a calculation made based on a series of transactions in the underlying stock over time (rather than a transaction as of a point in time), in its own right it has no place in ASC 820’s fair value hierarchy…”.  We also note your statement in footnote (1) on page 4 of your response that “To the extent that a market participant uses historical volatility as an assumption, then it could be “promoted” from outside of the hierarchy to a Level 3 input as a market participant assumption.  However, this would rank below the Level 2 implied volatility from traded options.”  The meaning of your statements is unclear to us since ASC 820-10-55-22b specifically refers to historical volatility as being within Level 3 in the fair value hierarchy.  Additionally, you previously indicated to us that your implied volatility assumptions were a Level 3 input, not a Level 2 input, due to the extrapolation to a longer term; therefore, it does not appear that historical volatility would be ranked below implied volatility in your circumstances.  Please better explain to us the meaning of your previous statements.

North America’s leader in clean transportation

Response:

The Company recognizes that ASC 820-10-55-22b refers to historical volatility as being a Level 3 input in the context of valuing a three-year option on exchange-traded shares.  However, the Company notes that ASC 820-10-55-22b states “Historical volatility typically does not represent current market participants’ expectations about future volatility, even if it is the only information available to price an option.”  Accordingly, the Company stated that “in its own right” historical volatility has no place in ASC 820’s fair value hierarchy.

As the Company responded in its letter to the Staff dated October 2, 2012, the Company believes the process of extrapolating the short-term implied volatilities of its short-term traded stock options to match the term of the longer term of the warrants, while not quantitatively material to the overall volatility calculation in the periods presented, causes the implied volatility to be a Level 3 input verses a Level 2 input.  The Company believes its use of a Level 2 input with an immaterial extrapolation calculation better matches the assumptions of market participants versus using an input such as unadjusted historical volatility, which typically does not represent current market participants’ expectations about future volatility.  The Company was not implying in footnote (1) that it’s traded stock options extrapolated to match the term of the Series I warrants is a Level 2 input, but rather was emphasizing that the most significant element of its implied volatility Level 3 input was derived from its traded stock options, which in and of themselves are generally observable Level 2 inputs.

Furthermore, there are many different historical volatilities that can be calculated, using more or less data, some of which weight recent data more heavily. Unlike the guidance on employee stock options, which prescribes that the period to be used be at least commensurate with the expected term of the option, there is no such reference in ASC 820.  Market participants that decide to consider historical volatility rarely look only at the historical term that matches the remaining life of the option or warrant being valued.  Therefore, market participants that decide to use historical volatility generally would not be expected to do so in the same manner that the Company was obliged to use in developing the value of its employee stock options to comply with ASC 718.

2.             You indicate in the first full paragraph on page 6 of your response that determining the volatility of your warrants by solely relying on implied volatility “… maximizes the use of observable inputs or market participant assumptions, prioritized according to the fair value hierarchy.” The meaning of this statement is unclear to  us as it appears to us that, in your circumstance, both implied volatility and historical volatility are at Level 3 in the fair value hierarchy. Please better explain to us the meaning of your previous statement.

2

Response:

The meaning of the Company’s statement the Staff refers to on page six relates to the general principle in ASC 820 that valuation techniques used to measure fair value shall maximize the use of relevant observable inputs and minimize the use of unobservable inputs (i.e. referred to by the Company as giving priority to observable inputs or prioritizing according to the fair value hierarchy).  The Company recognizes its valuation technique of extrapolating the term of its traded options over the term of the Series I warrants is categorized as a Level 3 input, however the Company believes the technique of using observable inputs and market participant assumptions pertaining to its traded options as a component of its valuation technique, is conceptually within the fair value hierarchy framework and represents a more representationally faithful prioritization of inputs.

3.             You indicate in the third bullet point on page 4 of your response that the historical volatility of your common stock in the periods leading up to December 31, 2011 includes the credit crisis and its aftermath, which are not viewed as likely to recur, and that you believe a market participant would likely ignore that period when developing a warrant price. You also indicate that ASC 820 and ASC 718 require you to treat this period in your historical volatility differently. However, it is unclear to us that the accounting literature requires significantly different treatment of this period of extreme historical volatility. We note that ASC 718-10-55-35 states that the objective is to determine the assumption about expected volatility that market participants would be likely to use in determining an exchange price for an option. The guidance in ASC 718-10-55-35 through 55-41 states that for periods in which your share price was extremely volatile, due to a specific event which is not expected to recur during the expected or contractual term, you might disregard an identifiable time period in which the share price was extremely volatile due to this specific event. However, for periods where the share price was extremely volatile due to a general market decline, an entity might place less weight on its volatility during that time period because of possible mean reversion. We believe that under ASC 820 you would also adjust and/or weight your volatility assumptions for periods of extreme volatility in determining the historical volatility of your common stock. Please explain to us in better detail why you believe the treatment of periods of extreme volatility under ASC 718 versus under ASC 820 would differ such that it would produce the widely differing volatility ranges you identified for your employee stock options and your Series I Warrants. Given that both pieces of literature emphasize the views of market participants, please also explain whether you believe that market participant assumptions in ASC 718 are fundamentally different from those contemplated in ASC 820, and if so tell us why.

3

Response:

The Company believes the treatment of periods of extreme volatility under ASC 718 and ASC 820 differs based on the respective requirements of each accounting standard.  That is, the Company considers the use of historical volatility to be inconsistent with the “exit price” notion in ASC 820, and therefore assumes market participants would adjust historical volatility to reflect current market conditions as of the measurement date which may or may not involve assumptions based on prior periods of extreme volatility.  The Company recognizes the requirements under ASC 718 when considering whether to disregard an identifiable period from its historical volatility or place less weight on those periods and has given full consideration to the guidance in ASC 718-10-55-35 through 55-41.

The Company believes ASC 718 places differing degrees of emphasis on marketplace participant assumptions than ASC 820.  The Company notes that the valuation technique used to measure fair value under ASC 820 should “maximize the use of observable inputs that reflect market assumptions that market participants would use in pricing the asset or liability based on market data obtained from sources independent from the reporting entity.”  ASC 718 does not have a requirement to maximize the use of observable marketplace participant assumptions.

In this comment, you stated “We believe that under ASC 820 you would also adjust and/or weight your volatility assumptions for periods of extreme volatility in determining the historical volatility of your common stock.” We believe that market participants were already aware of the recent and prior historical volatility when they develop the bids and offers that were reflected in the implied volatility used to estimate the value of the warrants, and thus the Company had effectively allowed the market to signal the appropriate weighting, rather than to attempt to guess what weighting scheme might best reflect market participants views. Had the Company decided to calculate historical volatility giving greater weighting to more recent periods, the range of possible values would have approached the implied volatility used to value the warrants. The following table shows unweighted historical volatility for the full time period, plus three relevant segments:

Period

Unweighted Historical Volatility

Comment

Full

71.9

%

2010-2011

58.4

%

more relevant

2008-2009

73.5

%

credit crisis period

pre-2008

77.6

%

IPOs have high vol

As companies continue to mature and/or grow, there is a secular trend to lower volatility, both for historical volatility and implied. Market participants are aware of this tendency and are likely to consider it when developing their volatility estimates. ASC 820 addresses this by requiring market participant assumptions to be considered to the maximum extent possible. ASC 718 does not, except to the extent that implied volatility is weighted in the volatility input used.

4

4.             In light of the problems you have identified in using your historical volatility as an input in determining the expected volatility of your warrants, particularly due to the credit crisis and its immediate aftermath, please tell us why you applied a weighting factor of 75 percent to your blended historical volatility and 25 percent to implied volatility for purposes of determining the expected volatility of your employee stock options. Specifically address why you chose those particular weights for historical volatility versus implied volatility as opposed to other weighting schemes such as 25 percent historical volatility and 75 percent implied volatility.

Response:

The Company determined the fair value of its employee stock options in accordance with the requirements of ASC 718.  The Company initially utilized historical volatility based solely on a peer group of companies given that the Company had been a public company with employee stock options outstanding for only three years as of December 31, 2010.  Beginning in 2011, as the presence and volume of trading of the Company’s options were deemed to be more relevant, the Company applied a weighting factor of 25 percent to implied volatility and 75 percent to our blended historical volatility.  As previously discussed, while the Company believes it was appropriate to utilize implied volatility in its fair value based calculation of its employee stock options in 2011, the Company also notes that ASC 718 places constraints on utilizing implied volatility.  Therefore the Company determined that a weighting factor of 25% was appropriate, but due to the mismatch of the traded option terms and the expected term of the employee stock options together with relatively low trading volumes in its options, felt a larger weighting for implied volatility under ASC 718 would not be appropriate.  This rationale was not considered appropriate in the Company’s fair value measurement of its Series I warrants since ASC 820 does not contain such constraints on the use of implied volatility.

5.             Please explain in more detail how your blended historical volatility for purposes of valuing your employee stock options was derived. Specifically, please tell us how you determined and whether you adjusted or weighted the historical periods to derive blended historical volatility.

Response:

The blended historical volatility was derived by weighting the average historical volatility of a peer group of companies, whose historical trading period matched the term of the employee stock options of six years, and combining it with the weighting of the Company’s historical volatility based on the trading days since its IPO date of May 24, 2007, which historical period did not cover the six year term of the employee stock options.  The weighting of the average historical volatility of the peer group was based on the number trading days the peer group companies exceeded the Company’s trading days up to six years.  Therefore as the number of trading days of the Company approaches six years, less weight is given to the value of the average historical volatility of the peer group of companies.

5

The historical periods used in the calculation were not adjusted or weighted for any other reasons to derive the blended historical volatility.  The Company considered ASC 718-10-55-37(a) when valuing its employee stock options and determined that any extreme historical volatility, principally associated with the credit crisis, would not qualify for exclusion since the credit crisis was not specific to the Company.  Furthermore, in accordance with ASC 718-10-55-37(a), the Company could not objectively separate the effects of the credit crisis, which affected the volatility of the Company’s stock and the market in general for an extended period of time, from the normal volatility of the Company’s stock.  As described in the response to comment 3, the Company did employ a technique for using implied volatility for the warrants under ASC 820 that we did not believe was acceptable to value the stock options under ASC 718.  Therefore, we used the weighting of historical and implied volatility to address this concern, using the weightings described in the response to comment 4.

6.             We note your statement on page 5 of your response that you utilized reasonably practicable variables such as the most actively traded options as of the valuation date

December 14, 2012

Via E -mail
Mr. Andrew J. Littlefair
President and Chief Executive Officer
Clean Energy Fuels Corp.
3020 Old Ranch Parkway, Suite 400
Seal Beach, California  90740

Re: Clean Energy Fuels Corp.
 Form 10-K for Fiscal Year Ended December 31, 2011
Filed March 12, 2012
File No. 001 -33480

Dear Mr. Littlefair :

We have reviewed your response dated November 16, 2012 and have the following
additional 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 this letter within ten business days by amending your filing, by
providing the requested information, or by advising us when you  will provide the requested
response.   If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.

After reviewing any amendment to your filing  and the info rmation you provide in
response to these  comments, we may have  additional comments.

Form 10 -K for Fiscal Year Ended December 31, 2011

Consolidated Financial Statements for the Year Ended December 31, 2011, page 64

Notes to Consolidated Financial State ments, page 71

Note 18 Fair Value Measurements, page 103

1. We note your statement  at the bottom of  page 3 of your response  that “we believe that
since historical volatility is a calculation made based on a series of transactions in the
underlying stock ov er time (rather than a transaction as of a point in time), in its own
right it has no place in ASC 820’s fair value hierarchy…”.   We also note your statement
in footnote (1) on page 4 of your response that “To the extent that a market participant
uses his torical volatility as an assumption, then it could be “promoted” from outside of
the hierarchy to a Level 3 input as a market participant assumption. However, this would

Mr. Andrew J. Littlefair
Clean Energy Fuels Corp.
December 14 , 2012
Page 2

 rank below the Level 2 implied volatility from traded options.”  The meaning of your
statements is unclear to us since ASC 820 -10-55-22b specifically refers to historical
volatility as being within Leve l 3 in the fair value hierarchy.  Additionally, you
previously indicated to us that your implied volatility assumptions were a Level 3 input ,
not a Level 2 input, due to the extrapolation to a longer term; therefore, it does not appear
that historical volatility would be ranked below implied volatility in your circumstances.
Please better explain to us the meaning of your previous statements.

2. You indicate in the first full paragraph on page 6 of your response that determining the
volatility of your warrants by solely relying on implied volatility “… maximizes the use
of observable inputs or market participant assumptions, prioritized accordin g to the fair
value hierarchy.”  The meaning of this statement is unclear to us as it appears to us that,
in your circumstance, both implied volatility and historical volatility are at Level 3 in the
fair value hierarchy.  Please better explain to us the m eaning of your previous statement .

3. You indicate in the third bullet point on page 4 of your response that the historical
volatility of your common stock in the periods leading up to December 31, 2011 includes
the credit crisis and its aftermath, which ar e not viewed as likely to recur, and that you
believe a market participant would likely ignore that period when developing a warrant
price.  You also indicate that ASC 820 and ASC 718 require you to treat this period in
your historical volatility different ly.  However, it is unclear to us that the accounting
literature requires significantly different treatment of this period of extreme historical
volatility.  We note that ASC 718 -10-55-35 states that the objective is to determine the
assumption about expec ted volatility that market participants would be likely to use in
determining an exchange price for an option.  The guidance in ASC 718 -10-55-35
through 55 -41 states that for periods in which your share price was extremely volatile,
due to a specific event  which is not expected to recur during the expected or contractual
term, you might disregard an identifiable time period in which the share price was
extremely volatile due to this specific event.  However, for periods where the share price
was extremely v olatile due to a general market decline, an entity might place less weight
on its volatility during that time period because of possible mean reversion.  We believe
that under ASC 820 you would also adjust and/or weight your volatility assumptions for
periods of extreme volatility in determining the historical volatility of your common
stock.  Please explain to us in better detail why you believe the treatment of periods of
extreme volatility under ASC 718 versus under ASC 820 would differ such that it woul d
produce the widely differing volatility ranges you identified for your employee stock
options and your Series I Warrants.  Given that both pieces of literature emphasize the
views of market participants, please also explain whether you believe that marke t
participant assumptions in ASC 718 are fundamentally different from those contemplated
in ASC 820, and if so tell us why.

4. In light of the problems you have identified in using your historical volatility as an input
in determining the expected volatili ty of your warrants, particularly due to the credit
crisis and its immediate aftermath, please tell us why you applied a weighting factor of 75

Mr. Andrew J. Littlefair
Clean Energy Fuels Corp.
December 14 , 2012
Page 3

 percent to your blended historical volatility and 25 percent to implied volatility for
purposes of determining t he expected volatility of your employee stock options.
Specifically address why you chose those particular weights for historical volatility
versus implied volatility as opposed to other weighting schemes such as 25 percent
historical volatility and 75 pe rcent implied volatility.

5. Please explain in more detail how your blended historical volatility for purposes of
valuing your employee stock options was derived.  Specifically, please tell us how you
determined and whether you adjusted or weighted the historical periods to derive blended
historical volatility.

6. We note your statement on page 5 of your response that you utilized reasonably
practicable variables such as the most actively traded options as of the valuation date with
the longest maturities  at or near the strike prices of the Series I warrants to synchronize
variables between the traded options and Series I warrants.  Please provide us with more
detailed information about  how you determined the subset of traded options you used in
determinin g expected volatility of the Series I warrants.

You may contact  Sondra Snyder, Staff Accountant , at (202) 551 -3332 or me at (202)
551-3737 if you have questions regarding our comments or any other questions

Sincerely,

 /s/ Jennifer Thompson

Jennifer Thompson
Accounting Branch Chief

CORRESP
1
filename1.htm

3020 Old Ranch Parkway, Suite 400

J. Nathan Jensen

Seal Beach, California 90740

Vice President and General Counsel

562.493.2804

Facsimile: 562.493.4532

www.cleanenergyfuels.com

VIA EDGAR

November 16, 2012

United States Securities and Exchange Commission

Division of Corporation Finance

Washington, D.C. 20549

Attn: Jennifer Thompson

RE:                          Clean Energy Fuels Corp.

Form 10-K for Fiscal Year Ended December 31, 2011

Filed March 12, 2012

File No. 001-33480

Dear Ms. Thompson:

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 November 2, 2012. 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 Fiscal year Ended December 31, 2011

Consolidated Financial Statements for the Year Ended December 31, 2011, page 64

Notes to Consolidated Financial Statements, page 71

Note 18 Fair Value Measurements, page 103

1.              We note your responses to comments 4 and 5 in our letter dated September 20, 2012. We acknowledge that the guidance in SAB Topic 14 was specifically written to address share-based payments with employees or nonemployees in exchange for goods or services within the scope of ASC 718 or ASC 505-50. However, we believe the guidance on determining volatility included in SAB Topic 14 D, Question 3, is based on general finance theory and would generally

be consistent with valuation concepts when estimating volatility for instruments outside the scope of ASC 718. We note that in the fifth paragraph of your response to comment 5 you provide the reasons you did not meet the criteria to exclusively rely on implied volatility for estimating the fair values of your common stock options and restricted stock units (RSUs). So that we may better understand your response and your accounting:

·                  Please provide us with your analysis of each of the four criteria specified in Question 3 of SAB Topic 14 D for your Series I warrants and, based on that analysis, provide us with your conclusion as to whether these criteria support your exclusive use of implied volatilities based on your short-term traded options extrapolated over the remaining term of the warrants for valuing your Series I warrants.

·                  Your response to comment 5 references the requirement of SAB No. 107 to determine “the best estimate of expected volatility.” We note that in valuing your employee stock options, you determined that the best estimate of expected volatility includes consideration of both historical and implied volatility. While we understand that your warrants are outside the scope of ASC 718, it remains unclear to us why it is reasonable that your best estimate of expected volatility under ASC 718 would consider both historical and implied volatility but your best estimate of expected volatility for your Series I warrants under general finance theory would solely consider implied volatility. Please tell us in more detail why you believe the inputs you used to determine the volatility assumptions for the Series I warrants represent your best estimate of the expected volatility of these instruments. Also tell us whether you disagree that the four criteria specified in Question 3 of SAB Topic 14 D for the exclusive use of implied volatilities are based on general finance theory and are considered when valuing instruments outside the scope of ASC 718. If you disagree, provide a detailed discussion of the basis for your disagreement.

·                  Please tell us the range of expected volatilities you used in determining the fair value of your Series I warrants at December 31, 2011.

·                  Please tell us how you determined the volatility assumptions for your employee stock options and RSUs. Specifically, please tell us how you determined the weightings applied to the selected peer group historical volatility, your historical volatility and implied volatility for your employee stock options and to your historical volatility and implied volatility for your RSUs. Also, please explain why you believe the weightings you selected are appropriate.

2

Response:

The Company utilized different inputs for its Series I warrants versus its employee stock options based on requirements of generally accepted accounting principles ASC 718 and ASC 820.  Please note that the Company had not issued its restricted stock units prior to 2012.  The Company applied the principles and guidance in ASC 718 and ASC 820 with the intention of providing the best estimate of fair value of the respective instruments within the rules of the different accounting standards applicable to each instrument.  The Company believes the Series I warrants are subject to the market-based fair value measurements under ASC 820, whereas the employee stock options are subject to fair-value-based measurements under ASC 718, the objective of which is not consistent with ASC 820’s exit price notion.  That is, ASC 820 emphasizes maximizing the use of observable inputs that reflect market assumptions that market participants would use in pricing the assets or liability based on transaction-based market data obtained from sources independent from the reporting entity.  In contrast, ASC 718 and the guidance in SAB 107 place constraints on the use of some of that data — in particular the implied volatility data for shorter-term options.  The Company believes its estimate of expected volatility for both instruments is reasonable, supportable and has been applied on a consistent basis over the periods.

The Company does not disagree with the staff that SAB Topic 14D, Question 3 is based on general finance theory.  We believe that SAB Topic 14D, Question 3’s underlying premise addresses stock based compensation within ASC 718, and therefore we did not consider it within the scope of our fair value measurement of the Series I warrants under ASC 820.  However, after considering the criteria of SAB 14D, Question 3, we believe the Company’s use of implied volatility for the Series I warrants is supported, particularly when the Company considered the implied volatility along with other relevant information, as required, in estimating expected volatility, and extrapolating the term of the traded options to match the remaining term of the Series I warrants.  The Company believes implied volatility appropriately reflects the market participants’ expectations of future volatility, and thus, the exclusive reliance the Company placed on implied volatility.

We respectfully do not agree, however, that “the guidance on determining volatility included in SAB Topic 14 D, Question 3, … would generally be consistent with valuation concepts when estimating volatility for instruments outside the scope of ASC 718” for the following reasons:

·                 Historical volatility figures prominently in SAB Topic 14.  However, we believe that since historical volatility is a calculation made based on a series of transactions in the underlying stock over time (rather than a transaction as of a point in time), in its own right it has no place in ASC 820’s fair value hierarchy — particularly as SAB 107 and ASC 718 direct it to be used for valuing share based payments in the scope of ASC 718.

3

·                 The guidance in FASB ASC subparagraph 718-10-55-37(a) states that entities should consider historical volatility over a period generally commensurate with the expected or contractual term, as applicable, of the share option when valuing employee stock options.

·                 Based on our discussions with our valuation experts and our independent auditors, we understand that options traders generally are more focused on implied volatility from current options trading activity, even when the observed transactions have shorter terms than medium term instruments they may be pricing.  This is because the observed implied volatility data reflects how all other market participants have considered all available data — which includes historical volatility data - to develop a collective view of expected volatility of an entity’s shares.

·                 In addition, we believe most market participants, if they considered historical volatility at all when determining the level to transact in a medium term warrant, would either look to historical volatility over a shorter period of time than the expected term of the warrant or, if they looked to a period commensurate with the expected term, they would adjust it for the reasons discussed below(1).   Since the period leading up to the December 31, 2011 valuation date of the Series I warrants includes the credit crisis and its immediate aftermath, which are not viewed as likely to recur, a market participant likely would ignore that period when developing a warrant price, particularly if the observed implied volatility data demonstrates other market participants are implicitly making similar adjustments.  We believe such an adjustment is required under ASC 820 if a market participant would make a similar adjustment.  In contrast, the ability to make an adjustment to ignore a period of time in an historical volatility period is more restricted under ASC 718 (although there may be circumstances where it would be acceptable to place less weight on those periods).

(1)  To the extent that a market participant uses historical volatility as an assumption, then it could be “promoted” from outside of the hierarchy to a Level 3 input as a market participant assumption.  However, this would rank below the Level 2 implied volatility from traded options.

4

While the Company did not apply SAB Topic 14D, Question 3, as codified in ASC 718-10-S99 to its Series I warrants for the aforementioned reason that the fair value of the Series I warrants was determined in accordance with ASC 820, the following analysis was prepared at the request of the staff:

Question 3: What should Company B consider when evaluating the extent of its reliance on the implied volatility derived from its traded options?

Interpretive Response:  To achieve the objective of estimating expected volatility as stated in FASB ASC paragraphs 718-10-55-35 through 718-10-55-41, the staff believes Company B generally should consider the following in its evaluation:

1.              the volume of market activity of the underlying shares and traded options;

An active market exists for the Company’s traded options, primarily with terms of 30 days to 180 days, and an active market exists for the Company’s common stock, albeit with higher volumes than the traded options.

2.              the ability to synchronize the variables used to derive implied volatility;

The Company utilized reasonably practicable variables such as the most actively traded options as of the valuation date with the longest maturities at or near the strike price of the Series I warrants to synchronize variables between the traded options and Series I warrants.

3.              the similarity of the exercise prices of the traded options to the exercise price of the employee share options; and

The Company utilized strike prices nearest the Series I warrant exercise price of $12.68 from its more actively traded options to measure against the Series I warrants.

4.              the similarity of the length of the term of the traded and employee share options.

The terms of the Company’s more actively traded options are short term (mostly from 30 to 180 days) when compared to the Series I warrants (4.33 years at December 31, 2011).  As a result of this mismatch of terms, the Company considered other relevant information such as an informal broker dealer quote, historical volatility of the Company and a peer group, and implied volatility of the Company’s short-term traded options, extrapolated to match the remaining warrant term (4.33 years).

5

The range of volatilities used by the Company in determining the fair value of the Series I warrants (and its employee stock options) at December 31, 2011was as follows:

Employee Stock Option
   Volatility Ranges

Series I Warrants Volatility Ranges

Peer Group /
   Clean Energy
   Historical
   Volatility

Employee
   Stock
   Option
   Expected
   Volatility

Informal
   Dealer Quote

Implied
   Volatility on
   Traded
   Options(2)

Implied
   Volatility
   Extrapolated to
   Warrant Term

73% - 77%

70% - 74%

40%- 45%

58.0% - 58.1%

58%

The Company believes the analysis of the criteria of SAB Topic 14D, Question 3 supports the Company’s use of implied volatility as it applies to the Series I warrants, principally due to the emphasis the Company believes a market participant places on expected volatility of the Company’s traded options over historical volatility. The Company respectfully reiterates its position that the warrants, subject to ASC 820, must be valued in a manner that maximizes the use of observable inputs or market participant assumptions, prioritized according to the fair value hierarchy.  It is this emphasis on market participant assumptions that the Company believes provides the best estimate of expected volatility.

The volatility assumption used for employee stock options was determined using a weighted average blend of historical volatility, blended between a peer group of companies and the Company, and implied volatility.  The Company weighted the historical values between the peer group and the Company’s volatility based on the number of days the Company’s stock had been trading in relation to the terms of the employee stock options.  The weighting of 75% blended historical volatility and 25% implied volatility resulted in an expected volatility for employee stock options ranging from 70% to 74% as noted in the table above.  The weighting was based on less of an emphasis being placed on future expected volatility assumed by market participants due to the nature of the employee stock options and the Company’s analysis in accordance with ASC 718.  The Company noted that the employee stock option terms were longer than the traded options terms, similar to the above analysis, but in considering other relevant information, placed a greater weighting on the historical volatility of its underlying common shares and less weight on any exit price notions, as with the Series I warrants.

(2)  Based on 180 day and 360 day term average of traded options

6

2.              Your response to comment 4 indicates that in the process of establishing the volatility assumption for your Series I warrants, you considered information from an outside independent valuation specialist, historical volatilities of various periods and an informal dealer quote from an investment banker who represents the holders of the Series I warrants. Please explain to us in detail the precise nature of the information you received from these additional sources. Please explain how and why such information was considered to validate your exclusive use of implied volatility in determining the fair value of the Series I warrants.

Response:

The following represents the precise nature of information we received from additional sources in the process of establishing the volatility assumption for the Series I warrants and the rationale of how the information was considered and why we considered the information helpful in validating our exclusive use of implied volatility in determining the fair value of the Series I warrants:

Information from an outside independent valuation specialists

We engaged an outside independent valuation specialist to provide an estimated range of the fair value of the Series I warrants through September 30, 2010.  Dur

November 2, 2012

Via E -mail
Mr. Andrew J. Littlefair
President and Chief Executive Officer
Clean Energy Fuels Corp.
3020 Old Ranch Parkway, Suite 400
Seal Beach, California  90740

Re: Clean Energy Fuels Corp.
 Form 10-K for Fiscal Year Ended December 31, 2011
Filed March 12, 2012
File No. 001 -33480

Dear Mr. Littlefair :

We have reviewed your response dated October 2, 2012  and have the following
additional 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 this letter within ten business days by amending your filing, by
providing the requested information, or by advising us when you will provide the requested
response.   If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.

After reviewing any amendment to your filing  and the infor mation you provide in
response to these  comments, we may have  additional comments.

Form 10 -K for Fiscal Year Ended December 31, 2011

Consolidated Financial Statements for the Year Ended December 31, 2011, page 64
Notes to Consolidated Financ ial Statements, page 71

Note 18 Fair Value Measurements, page 103

1. We note your responses to comments 4 and 5 in our letter dated September 20, 2012.  We
acknowledge that the guidance in SAB Topic 14 was specifically written to address
share -based paymen ts with employees or nonemployees in exchange for goods or
services within the scope of ASC 718 or ASC 505 -50.  However, we believe the guidance
on determining volatility included in SAB Topic 14 D, Question 3 , is based on general
finance theory and would generally be consistent with valuation concepts when
estimating volatility for instruments outside the scope of ASC 718.  We note that in the
fifth paragraph of your response to comment 5 you provide the reasons you did not meet

Mr. Andrew J. Littlefair
Clean Energy Fuels Corp.
November 2, 2012
Page 2

 the criteria to exclusively  rely on implied volatility for estimating the fair values of your
common stock options and restricted stock units (RSUs). So that we may better
understand your response and your accounting:

 Please provide us with your analysis of each of  the four criteri a specified in Question
3 of SAB Topic 14 D for your Series I warrants and, based on that analysis, provide
us with your conclusion as to whether these criteria support your exclusive use of
implied volatilities based on your short -term traded options extr apolated over the
remaining term of the warrants for valuing your Series I warrants.

 Your response to comment 5 references the requirement of SAB No. 107 to determine
“the best estimate of expected volatility.”  We note that in valuing your employee
stock options, you determined that the best estimate of expected volatility includes
consideration of both historical and implied volatility.  While we understand that your
warrants are outside the scope of ASC 718, it remains unclear to us why it is
reasonab le that your best estimate of expected volatility under ASC 718 would
consider both historical and implied volatility but your best estimate of expected
volatility for your Series I warrants under general finance theory would solely
consider implied volati lity.  Please tell us in more detail why you believe the inputs
you used to determine the volatility assumptions for the Series I warrants represent
your best estimate of the expected volatility of these instruments.  Also tell us
whether you disagree that  the four criteria specified in Question 3 of SAB Topic 14 D
for the exclusive use of implied volatilities are based on general finance theory and
are considered when valuing instruments outside the scope of ASC 718.  If you
disagree, provide a detailed di scussion of the basis for your disagreement.

 Please tell us the range of expected volatilities you used in determining the fair value
of your Series I warrants at December 31, 2011.

 Please tell us how you determined the volatility assumptions for your employee stock
options and RSUs.  Specifically, please tell us how you determined the weightings
applied to the selected peer group historical volatility, your historical volatility and
implied volatility for your employee stock options and to your histori cal volatility and
implied volatility for your RSUs.  Also, please explain why you believe the
weightings you selected are appropriate.

2. Your response to comment 4 indicates that in the process of establishing the volatility
assumption for your Series I wa rrants , you considered information from an outside
independent valuation specialist, historical volatilities of various periods and an informal
dealer quote from an investment banker who represents the  holders of the Series I
warrants.  Please explain to u s in detail the precise nature of the information you received
from these  additional sources.  Please explain how and why such information was
considered to validate your exclusive use of implied volatility in determining the fair
value of the Series I war rants.

Mr. Andrew J. Littlefair
Clean Energy Fuels Corp.
November 2, 2012
Page 3

You may contact  Sondra Snyder, Staff Accountant , at (202) 551 -3332 or me at (202)
551-3737 if you have questions regarding our comments or any other questions

Sincerely,

 /s/ Jennifer Thompson

Jennifer Thompson
Accounting Branch Chief

CORRESP
1
filename1.htm

3020 Old Ranch Parkway, Suite 400

J. Nathan Jensen

Seal Beach, California 90740

Vice President and General Counsel

562.493.2804

Facsimile: 562.493.4532

www.cleanenergyfuels.com

VIA EDGAR

October 2, 2012

United States Securities and Exchange Commission

Division of Corporation Finance

Washington, D.C. 20549

Attn: Jennifer Thompson

RE:                          Clean Energy Fuels Corp.

Form 10-K for Fiscal Year Ended December 31, 2011

Filed March 12, 2012

File No. 001-33480

Dear Ms. Thompson:

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 September 20, 2012. The numbers of the responses and headings set forth below correspond to the numbered comments and headings in 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 Fiscal Year Ended December 31, 2011

Selected Financial Data, page 39

1.               We note that you have elected to include Stockholders’ Equity in your Selected Financial Data. Since your financial statements present Total Stockholders’ Equity as the sum of your equity accounts including the Noncontrolling Interest in Subsidiary, please use the same definition of Stockholders’ Equity here to avoid confusion. Alternatively, if you believe it is more meaningful to present Total Clean Energy Fuels Corp. Stockholders’ Equity, please revise the title of this line item to clarify the measure that you are presenting.

Response:  The Company believes it is more meaningful to present Total Clean Energy Fuels Corp. Stockholders’ Equity.  Therefore, in its future filings the Company will revise the title of this line item to clarify that the Company is presenting Total Clean Energy Fuels Corp. Stockholders’ Equity.

Management’s Discussion and Analysis of Financial Condition and Results of Operations, page 41

Overview, page 41

2.               We note that the amount you presented as your Net Loss in the table at the top of page 42 represents the net loss attributable to Clean Energy Fuels Corp. Please revise the title of this line item to clarify the measure that you are presenting.

Response:  The Company acknowledges the Staff’s comment and will, in its future filings, revise the title of this line item to clarify that the Company is presenting Net loss attributable to Clean Energy Fuels Corp.

Consolidated Financial Statements for the Year Ended December 31, 2011, page 64

Consolidated Statements of Cash Flows, page 70

3.               Please explain why contingent consideration paid relating to business acquisitions is presented in the statement of cash flows as a financing cash flow.

Response:  The Company presents contingent consideration paid relating to business acquisitions in the statement of cash flows as a financing cash flow as the Company’s contingent consideration arrangements are considered a method of financing the acquisitions of businesses.  The contingent consideration paid represents a portion of the initial measurement of consideration transferred as part of the acquisition accounting.  Payment of the contingent consideration was not made at the time of or soon before or after the acquisitions.  The Company’s view is consistent with the guidance in ASC subparagraph 230-10-45-13c, which states that the portion of property, plant and equipment and other productive assets that is not paid for at or soon after the time of purchase is considered seller financing, and future payments are treated as repayment of debt principal.

Notes to Consolidated Financial Statements, page 71

Note 18 Fair Value Measurements, page 103

4.               We note that you believe the best method to approximate the market participant’s view of the volatility of your Series I warrants has been to use the implied volatilities of your short-term (i.e. 3 to 9 month) traded options and extrapolate the data over the remaining term of the Series I warrants, which was approximately 4 years and 4 months as of December 31, 2011. Based on your disclosures in this footnote, it appears that this extrapolated implied volatility is a Level 3 input into your fair value calculation under ASC 820. If this is the case, please explain to us why you believe it is appropriate to rely exclusively on the

2

implied volatility derived from your short-term traded options when valuing these warrants rather than also considering other Level 3 inputs such as the historical volatility of the underlying common stock.

Response:  The Company determined the Series I warrants meet the definition of derivative instruments under paragraph 6 of SFAS No. 133 (codified in ASC 815-10-15-83). As such, the Series I warrants have been measured at fair value in each reporting period consistently using the market participant and exit price notions in accordance with SFAS No. 157 (codified in ASC 820).

The Company believes it is appropriate to rely exclusively on the implied volatility extrapolated over the remaining term of the Series I warrants as the Company believes this approach best maximizes the use of observable inputs that reflect market assumptions that market participants would use in pricing the Series I warrants, utilizing market data obtained from sources independent of the reporting entity.  The Company believes the process of extrapolating the short-term implied volatilities of its short-term traded stock options to match the term of the longer term of the warrants, while not quantitatively material to the overall volatility calculation in the periods presented, causes the implied volatility to be a Level 3 input versus a Level 2 input.

The Company believes market participants are exclusively focused on the market’s perception of the foreseeable future and its implied volatility, rather than historical volatility as the Company is engaged in an emerging marketplace of selling natural gas fueling solutions.  The Company believes the implied volatility of a traded stock option represents the marketplace participant assumption of the expected volatility of the Company’s stock price over the term of the traded option which is significantly more relevant to market participants at this stage than historical volatility, which factors in episodes in the past that the Company believes are unlikely to recur, such as the credit crisis and bailout which led to abnormally high equity volatilities. In addition, the Company observes that the totality of the historical volatility of the Company’s stock is fully available to marketplace participants and presumably has been fully incorporated into current observations of implied volatility to the extent that the market believes it to be relevant.

In the process of establishing the Company’s volatility assumption, the Company considered information from an outside independent valuation specialists, historical volatilities of various periods, as well as an informal dealer quote from an investment banker who represents the holders of the Series I warrants.  All of this information validated the use of the implied volatility assumption, which has been applied consistently over the periods presented in the Annual Report on Form 10-K for the three years ended December 31, 2011.

5.               In addition, please provide your analysis of why the differing inputs you used to determine the expected volatilities of your Series I warrants, employee stock options and Restricted Stock Units produce such differing values for expected

3

volatilities of these instruments. If you believe that these instruments have fundamentally different economic risks and benefits that justify significantly different methodologies for determining volatility and significantly different volatility outcomes, please explain this in detail.

Response:  The Company utilized different inputs for its Series I warrants versus its employee stock options and restricted stock units due to the different accounting standards that govern the instruments.  These different accounting standards led to the use of different measurement techniques including different assumptions and weighting of historical versus implied volatility, thus resulting in differing values for expected volatilities.

As discussed in the response to Comment #4 above, the Company has estimated the fair value of the Series I warrants in accordance with ASC 820.  However, ASC 820-10-15-2 indicates that ASC 820 does not apply to measurements of employee stock options and restricted stock units, which should be measured in accordance with ASC 718. The Company believes ASC 718 places differing degrees of emphasis on marketplace participant assumptions than ASC 820.  The Company notes that the valuation technique used to measure fair value under ASC 820 should “maximize the use of observable inputs that reflect market assumptions that market participants would use in pricing the asset or liability based on market data obtained from sources independent from the reporting entity.”  ASC 718 does not have a requirement to maximize the use of observable marketplace participant assumptions and alternatively places constraints on the Company’s ability to use exclusively implied volatility.  In fact, as described below, ASC 718 places some constraints on the use of implied volatility in many situations.  Therefore, The Company started with historical volatility and then incorporated implied volatility into its calculation of its employee stock options and restricted stock units; however, the Company does not qualify for the exclusive use of implied volatility as noted below.

ASC 718-10-S99-1 (formerly SAB No. 107) states that “[t]he staff believes that companies should make good faith efforts to identify and use sufficient information in determining whether taking historical volatility, implied volatility or a combination of both into account will result in the best estimate of expected volatility. The staff believes companies that have appropriate traded financial instruments from which they can derive an implied volatility should generally consider this measure. The extent of the ultimate reliance on implied volatility will depend on a company’s facts and circumstances; however, the staff believes that a company with actively traded options or other financial instruments with embedded options generally could place greater (or even exclusive) reliance on implied volatility.”

Explaining what a company should consider when evaluating the extent of its reliance on the implied volatility derived from its traded options, ASC 718-10-S99-1 further states that the following should be evaluated:

4

·                  the volume of market activity of the underlying shares and traded options;

·                  the ability to synchronize the variables used to derive implied volatility;

·                  the similarity of the exercise prices of the traded options to the exercise price of the employee share options; and

·                  the similarity of the length of the term of the traded and employee share options.

The Company does not meet the requirements in ASC 718 to exclusively rely on implied volatility for valuing its employee stock options and restricted stock units due to the following reasons:

1.               The terms of the Company’s traded options are short term (mostly from 30 to 180 days), which is shorter than the term of employee options of about six years and the term of the restricted stock units of about two years.  ASC 718-10-S99-1 states that “[i]n general, the staff believes more reliance on the implied volatility derived from a traded option would be expected the closer the remaining term of the traded option is to the expected or contractual term, as applicable, of the employee share option.”  Also, as a significant amount of the traded options have a term less than one year, the Company is not able to exclusively rely on implied volatility because ASC 718-10-S99-1 further states that “when using traded options with a term of less than one year, the staff would expect the company to also consider other relevant information in estimating expected volatility.”

2.               Given the large number of employee stock options, the limited trading volume of the traded options does not provide a sound basis for exclusive reliance on implied volatility.

Based on the above factors considered, for the employee stock options and restricted stock units, the Company has determined to estimate the expected volatility based on both historical volatility and the Company’s implied volatility of its traded options.  As the expected term of the employee stock options is longer than the length of the available historical data on the price of its publicly traded shares, the Company has also included historical volatility of a group of similar companies whose share price are publicly available in the basis of the estimation of expected volatility.

Item 9A. Controls and Procedures, page 105

6.               Please note that you must provide a clear conclusion as to whether any changes occurred to your internal control over financial reporting during the fourth fiscal quarter that materially affected, or are reasonably likely to materially affect, your internal control over financial reporting. Your current reference to “no other changes” occurring to your internal controls does not provide a clear conclusion on this matter. Please confirm to us, if true, that there were no

5

changes in your internal control over financial reporting that occurred during the fourth fiscal quarter that materially affected, or are reasonably likely to materially affect, your internal control over financial reporting. Alternatively, if there were such changes, please revise your disclosure to identify for your investors the specific changes that materially affected your internal controls.

Response:  The Company confirms to the Staff that there were no changes in its internal control over financial reporting that occurred during the fourth fiscal quarter of 2011 that materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.  In future filings, the Company will eliminate the reference to “no other changes” and it will provide a clear conclusion as to whether any changes occurred to its internal control over financial reporting that materially affected, or are reasonably likely to materially affect, its internal control over financial reporting.

Acknowledgement:

The Company acknowledges that:

·                  the Company is responsible for the adequacy and accuracy of the disclosure in the filing;

·                  Staff comments or changes to disclosure in response to Staff comments do not foreclose the Commission from taking any action with respect to the filing; and

·                  the Company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

If you should have any additional questions please contact me directly at (562) 493-7239.

Thank you for your consideration.

/s/   J. Nathan Jensen

J.   Nathan Jensen

Vice   President & General Counsel

Clean   Energy Fuels Corp.

cc:                                 Andrew J. Littlefair, Chief Executive Officer

Richard R. Wheeler, Chief Financial Officer

Andrew D. Thorpe, Esq., Morrison & Foerster LLP

6

September 20, 2012

Via E -mail
Mr. Andrew J. Littlefair
President and Chief Executive Officer
Clean Energy Fuels Corp.
3020 Old Ranch Parkway, Suite 400
Seal Beach, California  90740

Re: Clean Energy Fuels Corp.
 Form 10-K for Fiscal Year Ended December 31, 2011
Filed March 12, 2012
File No. 001 -33480

Dear Mr. Littlefair :

We have reviewed your filing 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 this letter within ten business days by amending your filing, by
providing the requested information, or by advising us when you will provide the requested
response .  If you do not believe our comments apply  to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.

After reviewing any amendment to your filing  and the information you provide in
response to these comments, we may have  additional comments.

Form 10 -K for Fiscal Year Ended December 31, 2011

Selected Financial Data, page 39

1. We note that you have elected to include Stockholders’ Equity in your Selected Financial
Data.  Since your fi nancial statements present Total Stockholders’ Equity as the sum of
your equity accounts including the Noncontrolling Interest in Subsidiary, please use the
same definition of Stockholders’ Equity here to avoid confusion.  Alternatively, if you
believe it is more meaningful to present Total Clean Energy Fuels Corp. Stockholders’
Equity, please revise the title of this line item to clarify the measure that you are
presenting .

Mr. Andrew J. Littlefair
Clean Energy Fuels Corp.
September 20, 2012
Page 2

 Management’s Discussion and Analysis of Financial Condition and Results of Ope rations, page
41

Overview, page 41

2. We note that the amount you presented as your Net Loss in the table at the top of page 42
represents the net loss attributable to Clean Energy Fuels Corp.  Please revise the title of
this line item to clarify the measur e that you are presenting .

Consolidated Financial Statements for the Year Ended December 31, 2011, page 64

Consolidated Statements of Cash Flows, page 70

3. Please explain why contingent consideration paid relating to business acquisitions is
presented in the statement of cash flows as a financing cash flow.

Notes to Consolidated Financial Statements, page 71

Note 18 Fair Value Measurements, page 103

4. We n ote that you believe the best method to approximate the market participant’s view of
the volatility of your Series I warrants has been to use the implied volatilities of your
short -term (i.e. 3 to 9 month) traded options and extrapolate the dat a over the r emaining
term of the Series I warrants, which was approximately 4 years and 4 months as of
December 31, 2011.  Based on your disclosures in this footnote, it appears that this
extrapolated implied volatility is a Level 3 input into your fair value calculat ion under
ASC 820 .  If this is the case, please explain to us why you believe it is appropriate to rely
exclusively on the implied volatility derived from your short -term traded options when
valuing these warrants rather than also considering other Level 3  inputs such as the
historical volatility of the underlying  common stock.

5. In addition, please provide your analysis of  why the differing inputs you used to
determine the expected volatilities of your Series I warrants, employee stock options and
Restrict ed Stock Units produce such differing values for  expected volatilities of these
instruments.  If you believe that these instruments have fundamentally different economic
risks and benefits that justify significantly different methodologies for determining
volatility and significantly different volatilit y outcomes, please explain this in detail.

Item 9A. Controls and Procedures, page 105

6. Please note that you must provide a clear conclusion as to whether any changes occurred
to your internal control over financial reporting during the fourth fiscal quart er that
materially affected, or are reasonably likely to materially affect, your internal control
over financial reporting.   Your current reference to “no other changes” occurring to your

Mr. Andrew J. Littlefair
Clean Energy Fuels Corp.
September 20, 2012
Page 3

 internal controls does not provide a clear conclusion on this matter .  Please confirm to us,
if true, that there were no changes in your internal control over financial reporting that
occurred during the fourth  fiscal quarter that materially affected, or are reasonably likely
to materially affect, your internal control ove r financial reporting.  Alternatively, i f there
were such changes, please revise your disclosure to identify for your investors the
specific changes that materially affected your internal controls .

We urge all persons who are responsible for the accurac y and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules require.   Since the company and its management are
in possession of all facts re lating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

 In responding to our comments, please provide  a written statement from the company
acknowledging that:

 the company is responsible f or the adequacy and accuracy of the disclosure in the filing;

 staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and

 the company may not assert staff comments as a defense in any proceeding initiated by
the Commission or any person under the federal securities laws of the United States.

You may contact  Sondra Snyder, Staff Accountant , at (202) 551 -3332 or me at (202)
551-3737 if you have questions rega rding our comments or any other questions

Sincerely,

 /s/ Jennifer Thompson

Jennifer Thompson
Accounting Branch Chief

Mail Stop 3561                  March 16, 2009   Andrew J. Littlefair, Chief Executive Officer Clean Energy Fuels Corp. 3020 Old Ranch Parkway, Suite 200 Seal Beach, California  90740
Re: Clean Energy Fuels Corp.
Form 10-K for the Year Ended December 31, 2007  Filed March 19, 2008  File No. 1-33480

Dear Mr. Littlefair:
We have completed our review of your Form 10-K and related filings, and we
have no further comments at this time.
        S i n c e r e l y ,
           H. Christopher Owings         A s s i s t a n t  D i r e c t o r    cc: Harrison Clay, Esq.  Clean Energy Fuels Corp.   Via Facsimile

CORRESP
1
filename1.htm

Harrison
S. Clay

Vice
President and General Counsel

VIA FAX/EDGAR

March 10, 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 February 27, 2009 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, 2008.  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 your responses to
comments 1, 12, 14, 18, and 19 in our letter dated December 30, 2008.  In those responses, you state that in future
filings you will comply with our comments.
Also, in your response letter, please provide us with your intended
disclosure for future filings.

Set forth below is our intended disclosure to respond to comments 1,
12, 14, 18 and 19 from your letter dated December 30, 2008.  The Company respectfully advises the Staff
that in all cases the anticipated disclosure described below is subject to
further change and modification based on internal review and review and comment
of the Company’s auditors and legal counsel prior to filing with the
Commission.  In addition, the Company
advises the Staff that, with respect to the anticipated disclosure

that is responsive to Comment 1, the Company also anticipates providing
comparable disclosure related to the impact of falling commodity prices and the
economic recession on the Company’s business in the Business
section and Risk Factors section of the Company’s Form 10-K
for the year ended December 31, 2008.

Anticipated Disclosure in Response to Comment
1:

“Key trends in 2006, 2007 and 2008.  According to the U.S. Energy Information
administration, demand for natural gas fuels in the United States increased by
approximately 25% during the period January 1, 2006 through December 31,
2008. We believe this growth in demand was attributable primarily to the rising
prices of gasoline and diesel relative to CNG and LNG during these periods and
increasingly stringent environmental regulations affecting vehicle fleets.

The number of fueling stations we served grew
from 147 at December 31, 2004 to 176 at December 31, 2008 (a 19.7%
increase). Included in this number are all of the CNG and LNG fueling stations
we own, maintain or have a fueling supply contract with. The amount of CNG and
LNG gasoline gallon equivalents we delivered from 2005 to 2008 increased by
29.4%. The increase in gasoline gallon equivalents delivered, together with
higher prices we charged our customers due to higher natural gas prices,
contributed to increased revenues during these periods. Our cost of sales also
increased during these periods, which was attributable primarily to increased
costs related to delivering more CNG and LNG to our customers and the increased
price of natural gas.

During 2008 prices for oil, gasoline, diesel
fuel and natural gas experienced significant volatility and substantial price
declines by the end of 2008.  Oil
declined from a high of $148 per barrel on July 11, 2008 to a price of $38
per barrel on December 31, 2008.  In
California, average retail prices for gasoline have declined from a high of
$4.59 per gallon in June of 2008 to $1.81 per gallon at December 31,
2008 and average retail prices for diesel fuel have declined from a high of
$5.03 per gallon in May and June of 2008 to $2.24 per gallon at December 31,
2008.  To the extent that we continue to
try to price LNG and CNG at a discount to these lower diesel and gasoline
prices in an effort to attract new and retain existing customers, our revenue
and profit margin on fuel sales may be lower.
In addition, the volatility in natural gas prices has a direct impact on
our revenue.  The NYMEX price for natural
declined from over $13.00 per mmBtu in July 2008 to around $6.90 per mmBtu
at the end of December, 2008.  Our sales
revenue from biomethane produced by DCE, which through December 31, 2008
was sold based on an index price for natural gas, has had a corresponding drop
due to the lower natural gas prices.  The
average retail sales price of our CNG fuel sold in the Los Angeles metropolitan
area declined from $3.20 for the month of July, 2008 to $1.30 for the month of December 2008.  Continuing declines in natural gas prices
would lead to further revenue reduction and potentially lower profit margins on
our fuel sales.  In addition, reduction
in our accounts receivable balances at certain of our subsidiaries due to
decreased natural gas prices may result in violation of one of our debt
covenants under our credit agreement with PlainsCapital Bank, as is further
described in “Liquidity and Capital Resources” below.

2

Anticipated future trends.  Despite the recent volatility and decline in
energy prices, we anticipate 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 more stringent emissions requirements will continue to make
natural gas vehicles an attractive alternative to traditional gasoline and
diesel powered vehicles.  Our belief that
natural gas will continue, over the long term, to be a cheaper vehicle fuel
than gasoline or diesel is based in part on the growth in U.S. natural gas
production.  A 2008 Navigant Consulting
Report indicates that as a result of 22 large gas shale finds in the U.S.,
domestic reserves have increased to 118 years.
The study concludes that the U.S. may have sufficient natural gas
resources to be self sufficient in natural gas — to fuel conventional natural
gas markets as well as develop new natural gas markets. A January 2009
update to the report indicates that there is an 11 billion cubic feet per day
production surplus of natural gas that may be as high as 27 billion cubic feet
per day by 2015.  Analysts believe that
there is a significant worldwide supply of natural gas relative to crude oil as
well. According to the 2008 BP Statistical Review of World Energy, on a global
basis, the ratio of proven natural gas reserves to 2007 natural gas production
was 45% greater than the ration of proven crude oil reserves to 2007 crude oil
production.  This analysis suggests
significantly greater longer term availability of natural gas than crude oil
based on current consumption.

We believe there will be significant growth
in the consumption of natural gas as a vehicle fuel among vehicle fleets, and
our goal is to capitalize on this trend and enhance our leadership position as
this market expands. We have built a natural gas fueling station, and plan to
build additional natural gas fueling stations, that will provide LNG to fleet
vehicles at the Ports of Los Angeles and Long Beach. We also anticipate
expanding our sales of CNG and LNG in the other markets in which we operate,
including public transit, refuse hauling and airports. Consistent with the
anticipated growth of our business, we also expect that our operating costs and
capital expenditures will increase, primarily from the anticipated expansion of
our station network as well as the logistics of delivering more CNG and LNG to
our customers. Additionally, we have and will continue to increase our sales
and marketing team and other necessary personnel as we seek to expand our
existing markets and enter new markets, which will also result in increased
costs.

In addition, the economic recession that
began during 2008 has resulted in decreased demand for vehicle fuel generally,
which has reduced our sales of LNG and CNG fuel.  The disruption in the capital markets that
began during 2008 and has continued into 2009 has made it more difficult for
new customers to finance or invest in natural gas vehicle acquisitions.  Continuing economic contraction and reduced
economic activity may reduce our opportunities to attract new fleet
customers.  Many municipal and local
governments, which represent over half of our sales on a volume basis, are
experiencing significant budget deficits as a result of the economic recession
and may be unable to invest in new natural gas vehicles for their transit or
refuse fleets, which could negatively affect our business.”

Anticipated Disclosure in Response to Comment 12

“We determine the appropriate level for each compensation component
based on the performance of the employee (including any extraordinary
performance), level of

3

responsibility and commitment associated with the position and our
business judgment and experience.  In
addition, our compensation decisions generally reflect our belief that
employees with comparable levels of responsibility and performance deserve
comparable compensation, and that employees with greater degree of responsibility
and performance deserve greater compensation on a relative basis. Our
compensation committee has not adopted any formal or informal policies or
guidelines for allocating compensation between long-term and short-term
compensation, between cash and non-cash compensation, or among different forms
of non-cash compensation.”

Anticipated Disclosure in Response to Comment 14

The Company’s disclosure in the Compensation Discussion &
Analysis section of the Company’s Proxy Statement for 2009 will include a
discussion of all of the factors in Item 402(b)(2) of Regulation S-K that
are necessary to provide investors material information to understand the
Company’s compensation policies and decisions regarding the Company’s named
executive officers.  While the Company
has not yet completed drafting its Compensation Discussion and Analysis for the
2009 Proxy Statement, the Company anticipates that the Compensation Discussion
and Analysis will address the following factors that are necessary to provide
investors material information to understand the Company’s compensation
policies and decisions regarding the Company’s named executive officers:

·                  The compensation
committee has not adopted any formal or informal policies or guidelines for
allocating compensation between long-term and short-term compensation, between
cash and non-cash compensation, or among different forms of non-cash
compensation.

·                  We believe that
long-term performance is achieved through an ownership culture that encourages
performance by our named executive officers through the use of stock and stock
based awards.  Historically, we have
awarded stock options to our named executive officers.

·                  Our compensation
committee does not maintain any formal policies with respect to the timing of
option grants.  However, such grants to
our named executive officers generally occur at regularly scheduled meetings of
our board of directors or our compensation committee, and are priced based on
the closing price of our common stock on the date of grant. For new hires,
options are generally priced at the later to occur of the date of the meeting
at which the board of directors or compensation committee approves the grant or
the first date of employment.

·                  Base salary is
used to recognize the experience, skills, knowledge and responsibilities
required of our named executive officers, taking into account competitive
market compensation paid by other companies for similar positions.

·                  The compensation
committee uses its judgment and discretion in determining the amount of base
salary and does not target a particular range in relation to salaries at other
companies.

4

·                  For each named
executive officer, the performance criteria for cash bonus awards are currently
bifurcated, with 35% of the total potential cash bonus award based on the
volume of gasoline gallons equivalents of natural gas sold by us, and 65% of
the total potential cash bonus award based on the target EBITDA of our company.  The specific performance criteria EBITDA and
volume sold targets for 2008 and 2009 will be included in the proxy statement.

·                  Our compensation
committee may, in its discretion, award additional special cash bonuses in the
future to reward extraordinary efforts by our named executive officers coupled
with successful results for our company.

·                  Our annual
process of determining overall compensation for named executive officers begins
with recommendations made by Mr. Littlefair, our President and Chief
Executive Officer, to our compensation committee. In making his recommendation,
Mr. Littlefair considers a number of factors, including the seniority of
the individual, the functional role of the position, the level of the
individual’s responsibility, the individual’s long-term commitment to our
company, and the scarcity of individuals with similar skills. Acting with the
recommendation from Mr. Littlefair, our compensation committee makes the
final determination of compensation for our named executive officers. The
compensation committee determines the compensation of Mr. Littlefair. Mr. Littlefair
also submits recommendations to the compensation committee regarding his own
proposed compensation levels, which are taken under advisement by the
committee.

Anticipated Disclosure in Response to Comment 18

“Our audit committee charter requires that
all related party transactions, as defined in Item 404(a) of
Regulation S-K, must be reviewed and approved by our audit committee, in
accordance with NASDAQ Marketplace Rule 4350(h). When evaluating such
transactions, our audit committee focuses on whether the terms of such
transactions are at least as favorable to us as terms we would receive on an
arms-length basis from an unaffiliated third party.”

Anticipated Disclosure in Response to Comment 19

“We believe that the transactions and
agreements that are disclosed below contain comparable terms to those the
company could have obtained from unaffiliated third parties.”

Definitive Proxy Statement on Schedule 14A

Certain Relationships and Related
Transactions, page 36

2.              We note your response to comment
18 in our letter dated December 30, 2008.
In that response, you state that your audit committee charter includes a
broad provision that the audit committee is responsible for conducting
appropriate review and oversight of

5

all related-party transactions.
In your response letter, and in the future filings, please explain in
great detail the manner in which your audit committee conducts its “appropriate
review and oversight” of all related-party transactions.

As
described in our anticipated disclosure in response to Comments 18 and 19 from
your letter dated December 30, 2008, the audit committee reviews and
approves all related party transactions with a focus on whether the terms of
such transactions are at least as favorable to the Company as the terms the
Company could receive on an arms-length basis from an unaffiliated third
party.  The Company respectfully submits
that the application of the analysis to any particular proposed related party
transaction will depend upon the facts and circumstances of the transaction in
question.

3.              We note your response to comment
19 in our letter dated December 30, 2008.
In your response letter, please disclose whether the transactions and
agreements with related parties that you disclose in this section of the
definitive proxy

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.

2

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.

3

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.

4

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

5

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

CORRESP
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VIA FAX/EDGAR

December 30, 2008

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:

As discussed today in our telephone conversation, we currently
anticipate that we will be able to provide 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, our (2) Definitive
Proxy Statement on Schedule 14A, Filed April 15, 2008 and our (3) Quarterly
Report on Form 10-Q for the Period Ended Sep. 30, 2008, Filed Nov. 14,
2009 File No 1-33480 by February 16, 2009.

Thank you for your consideration.

  /s/ Harrison S. Clay

  Harrison S. Clay

  Vice President, General Counsel

  cc:

  Andrew J. Littlefair, Chief Executive Officer

  Richard R. Wheeler, Chief Financial Officer

Mail Stop 3561

 May 10, 2007

Andrew J. Littlefair
President and Chief Executive Officer
Clean Energy Fuels Corp.
3020 Old Ranch Parkway, Suite 200
Seal Beach, California  90740

Re: Clean Energy Fuels Corp.
Amendment No. 3 to Registrati on Statement on Form S-1
Filed May 9, 2007
File No. 333-137124

Dear Mr. Littlefair:

We have reviewed your filing and have the following comments.  Where
indicated, we think you should re vise your document in response to these comments.  If
you disagree, we will consider your explanation as to why our comment is inapplicable or
a revision is unnecessary.  Please be as deta iled as necessary in your explanation.  In
some of our comments, we may ask you to provi de us with information so we may better
understand your disclosure.  After reviewing th is information, we may raise additional
comments.

Plan of Distribution, page 109
1. We note your response to comment 4 in our letter dated May 8, 2007.  In light of
the analysis you have provided, in an a ppropriate place in your registration
statement, please disclose that the sel ling stockholders may be deemed to be
underwriters within the mean ing of Section 2(11) of th e Securities Act, and any
discount, commission, or concession receiv ed by them and any provided by the
sale of the shares by them may be d eemed to be underwriting discounts and
commissions under the Securities Act.

Note (5) Stockholders’ Equity, page F-15

(c) Exercise of Warrants; Equity Option Agreements, page F-17
2. We note your response to comment 7 in our letter dated May 8, 2007.  In light of
your need to raise capital quickly, please explain to us why there was a significant

Andrew J. Littlefair
Clean Energy Fuels Corp.
May 10, 2007  Page 2
time lag between the January 2006 capital call and final cash receipt in April 2006.  We would expect the major benefit of the agreement to be immediate access to cash.  Additionally, please tell us whether you had access to other capital raising opportunities at  the time of the capital call and tell us what, if any,
consideration was given to outside financi ng as well as why such options were not
pursued.  If other avenues were available, please explain to us  in greater detail
why you opted to issue stock below market value.  In this regard, we note the
opportunity cost of exercising the put when  the market value was higher than the
strike price was significant.  Accordingly, please be deta iled in your response.

Note (10) Related Party Transactions, page F-24
3. We note your response to comment 8 in our letter dated May 8, 2007.  Although it
is appropriate to use the expected term  in calculating the fair value of an
employee  stock option, please explain to us how you concluded it was appropriate
to use the expected term, rather than th e contractual maturity, in calculating the
fair value of the warrant issued to Boone  Pickens.  It appears from Exhibit 10.26
that such warrant is transferable with the consent of the company.  If you believe
expected term is the appropriate input variable, please explain to us why Mr. Pickens’s request to extend the warrant term to 10 years supports a 4-year
expected term, as opposed to a longer pe riod.  Finally, please explain to us in
further detail why you believe the market  price of your common stock remained
unchanged through the majority of 2006 but increased dramatically in early 2007.
For example, please explain to us wh y the January 2006 State of the Union
Address resulted in an increase in stoc k value in 2007 but not in 2006.  You may
want to provide us with a more define d timeline of events and associate each
event with some quantification of the ma gnitude of fair value increase.  For
instance, please show us more specifica lly the periods over which the increase in
the spread between oil and na tural gas prices occurred.

* * * * * *

As appropriate, please amend your regist ration statement in response to these
comments.  You may wish to provide us with marked copies of the amendment to expedite our review.  Please furnish a cove r letter with your amendment that keys your
responses to our comments and provides any requested information.  Detailed cover
letters greatly facilitate our review.  Please understand that we may have additional comments after reviewing your amendmen t and responses to our comments.

You may contact Sarah Goldberg, Staff Accountant, at (202) 551-3340 or James
Allegretto, Senior Assistant Chief Accountan t, at (202) 551-3849, if  you have questions
regarding comments on the financ ial statements and related ma tters.  Please contact John

Andrew J. Littlefair
Clean Energy Fuels Corp.
May 10, 2007  Page 3
Fieldsend, Staff Attorney, at (202) 551-3343 or me at (202) 551-3720 with any other
questions.

Sincerely,

H. Christopher Owings
Assistant Director

cc: John J. Hentrich, Esq.
 Sheppard, Mullin, Richter & Hampton LLP
 Via Facsimile

CORRESP
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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

CORRESP
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W.R. Hambrecht + Co., LLC

Simmons & Company International

Susquehanna Financial Group, LLLP

NBF Securities (USA) Corp.

c/oW.R.
Hambrecht + Co., LLC

539 Bryant Street, Suite 100

San Francisco, CA 94107

May 22,
2007

Securities
and Exchange Commission

100 F Street, N.E.

Washington, DC 20549

Attention: Filing Desk

Re:Clean Energy Fuels Corp. (the "Company"): Registration Statement on Form S-1/A

(Reg. No. 333-137124)

Ladies and Gentlemen:

        In
accordance with Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended (the "Securities
Act"), the undersigned, W.R. Hambrecht + Co., LLC, as the representative of the several underwriters of the offering (the
"Representative"), pursuant to the above-captioned Registration Statement on Form S-1/A (the "Registration
Statement"), hereby joins with the Company to request that the effective time of the Registration Statement be accelerated to 3:00 p.m., Eastern time, on May 24,
2007 or as soon as practicable thereafter.

        Pursuant
to Rule 460 under the Securities Act, please be advised that we have effected the following approximate distribution of the Company's preliminary prospectus included in
the Registration Statement dated May 14, 2007 (the "Preliminary Prospectus") through the date hereof:

        5,000
copies to prospective underwriters, institutional investors, dealers and others.

        The
undersigned has, and each participating underwriter and dealer has advised the undersigned that it has, complied and will continue to comply with Rule 15c2-8 under
the Securities Exchange Act of 1934, as amended, including the delivery requirement contained in such Rule, in connection with the above-referenced issue.

Very
truly yours,

W.R. Hambrecht + Co., LLC

Simmons & Company International

Susquehanna Financial Group, LLLP

NBF Securities (USA) Corp.

By: W.R. HAMBRECHT + CO., LLC,

as Representative of the above-named Underwriters

By:

/s/  CRAIG JAMPOL

Name: Craig Jampol

Title: Managing Director, Head of Capital Markets

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Writer's Direct Line: 858-720-8942

jhentrich@sheppardmullin.com

VIA ELECTRONIC TRANSMISSION

May 14, 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. 4 to Registration Statement on Form S-1 (the "Registration Statement")

Filed May 14, 2007

File No. 333-137124

Dear
Mr. Owings:

        On
behalf of Clean Energy Fuels Corp. (the "Company"), set forth below is the Company's response to the oral comment received from the staff (the "Staff") of the Securities and Exchange
Commission on May 14, 2007, regarding the adjustment to the Company's 2006 financial statements related to the revised valuation of the warrant issued to Boone Pickens in December 2006, which
adjustment was discussed in detail in the Company's response letter to the Staff submitted earlier today (the "Adjustment"). Pursuant to the Adjustment, the Company recorded in its 2006 statement of
operations a $2.2 million loss on extinguishment of derivative liability.

        With
respect to Adjustment, the Staff commented that the Company should explain how it reached the conclusion that the Adjustment is an immaterial correction to the 2006 financial
statements. Applying the analytical criteria set forth in SAB 99, the Company has concluded that the Adjustment is qualitatively and quantitatively immaterial for the following reasons:

•The
Adjustment amounts to approximately 2.8% of the Company's 2006 net loss, which the Company considers to be quantitatively immaterial.

•The
Adjustment does not mask any change in earnings or other trend. In 2006, the Company incurred a net loss that was significantly in excess of losses incurred in previous
years. The Company expects its future operating results to differ significantly from its 2006 operating results due to the change in the Company's risk management policies and procedures related to
its futures activities, which activities directly or indirectly contributed to substantially all of the Company's 2006 net loss.

•The
Company believes analysts will not develop expectations for the Company based on (1) the Company's historical futures activities, or (2) the loss on extinguishment of
derivative liability.

•The
Adjustment does not change a loss into income or vice versa.

•The
Adjustment does not affect the Company's compliance with any regulatory requirements.

•The
Adjustment does not affect the Company's compliance with loan covenants or other contractual requirements.

•The
Adjustment does not have the effect of increasing management's compensation.

•The
Adjustment does not conceal any unlawful transaction.

•The
error resulting in the Adjustment was unintentional and resulted from factors associated with the determination of reasonable estimates to use in applying the
Black-Scholes model to calculate the value of the warrant issued to Mr. Pickens.

        Based
on the foregoing, the Company respectfully submits to the Staff that the Adjustment is quantitatively and qualitatively immaterial to the 2006 financial statements, and therefore
not a restatement of the 2006 financial statements. The Company believes that the revised disclosure and treatment are responsive to SAB 108. The Company further notes that it has disclosed the amount
and nature of the Adjustment in several areas of Amendment No. 4 to the Registration Statement, and believes that the presentation of the Adjustment is transparent to investors, in particular through
the addition of note (1)(r) to the 2006 financial statements. See page F-14 of Amendment No. 4 to the Registration Statement.

        If
the Staff has any further questions or comments regarding this issue, the Company respectfully requests a telephone conference at the Staff's earliest convenience today. It is the
understanding of the Company that the revisions set forth in the Registration Statement, combined with the information contained in this letter, fully address the last remaining comment of the Staff.
However, questions or comments regarding any matters with respect to the Registration Statement may be directed to the undersigned at (858) 720-8942, or Robert L. Wernli, Jr. at (858) 720-8941.
Comments may also be sent via facsimile to (858) 847-4865.

Very
truly yours,

/s/
John J. Hentrich

John
J. Hentrich

for
SHEPPARD, MULLIN, RICHTER & HAMPTON LLP

cc:Andrew
J. Littlefair

Richard R. Wheeler

Stephen A. Massad

Felix P. Phillips
2

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Writer's Direct Line: 858-720-8942 jhentrich@sheppardmullin.com

VIA ELECTRONIC TRANSMISSION

May 11,
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. 3 to Registration Statement on Form S-1 (the "Registration Statement")

Filed May 9, 2007

File No. 333-137124

Dear
Mr. Fieldsend:

        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 10, 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.

Plan of Distribution, page 109

1.

We note your response to comment 4 in our letter dated May 8, 2007. In light of the analysis you have provided, in an appropriate place in your registration statement, please disclose that the selling
stockholders may be deemed to be underwriters within the meaning of Section 2(11) of the Securities Act, and any discount, commission, or concession received by them and any provided by the sale of the shares by them may be deemed to be
underwriting discounts and commissions under the Securities Act.

Response: In response to the Staff's comment, the Company will revise the third sentence under "Commissions and Discounts" on page 109 to add the language underlined below: "Any dealers
that participate in the distribution of our common stock and the selling stockholders may be deemed to be underwriters within the meaning of Section 2(a)(11)
of the Securities Act, and any discount, commission or concession received by them and any provided by the sale of the shares by them may be deemed to be underwriting discounts and commissions under the Securities
Act."

Note (5) Stockholders' Equity, page F-15

(c) Exercise of Warrants; Equity Option Agreements, page F-17

2.

We note your response to comment 7 in our letter dated May 8, 2007. In light of your need to raise capital quickly, please explain to us why there was a significant time lag between the January 2006 capital call
and final cash receipt in April 2006. We would expect the major benefit of the agreement to be immediate access to cash. Additionally, please tell us whether you had access to other capital raising opportunities at the time of the capital call and
tell us what, if any, consideration was given to outside financing as well as why such options were not pursued. If other avenues were available, please explain to us in greater detail why you opted to issue stock below market value. In this regard,
we note the opportunity cost of exercising the put when the market value was higher than the strike price was significant. Accordingly, please be detailed in your response.

Response: The Company supplementally advises the Staff that its anticipated cash needs for 2006 when the capital call was made did not develop as quickly as the Company had anticipated. In
addition, the January 2006 capital call included amounts for re-establishing the Company's future positions, which did not occur until later in the year due to market conditions. However, the Company needed to reserve cash on hand in
January 2006 in the event market conditions developed that presented the Company with an opportunity to re-establish its future positions. Consequently, the Company's actual cash needs through April 2006 were able to be satisfied by the
Company's cash on hand and the February 2006 investment of $3.0 million by Perseus ENRG Investment, L.L.C (Perseus). Therefore the Company was in position to wait until April 2006 for Mr. Pickens to fund his commitment of
$18.0 million.

With respect to the consideration given by the Company to outside financing, the Company supplementally advises the Staff as follows:

•

When the Company established the Equity Option Agreements with Mr. Pickens and Perseus (Exhibits 10.23 and 10.24 to the Registration Statement) in April 2005, the commitment amounts in those agreements were established to provide the equity
capital necessary for the Company to execute its then-existing five-year operating plan. Under the Equity Option Agreements, in addition to the Company's right to cause Mr. Pickens and Perseus to purchase shares of common stock under
Section 2.1(d) of those agreements, Mr. Pickens and Perseus each had the right to purchase the shares of common stock from the Company in the event the Company did not require Mr. Pickens and Perseus to purchase such shares. Under
those agreements, if the Company did not make the capital calls, then Mr. Pickens and Perseus would have the right to purchase the respective number of shares for a period of time following each of the five call dates specified in the Equity
Option Agreements at a purchase price of $2.96 per share. Consequently, in January 2006, the Company believed it had access to all the capital it would need to execute its plan and did not pursue other outside equity fund raising efforts at the
time. Had the Company pursued outside equity financing at this time, the Company believes it would have risked a delay in obtaining the capital it needed, as a potential investor likely would have conducted a thorough due diligence investigation of
the Company before a deal could be consummated. In addition, there could be no assurance that an acceptable deal could be structured with a potential investor. The Company also would have incurred significant dilution in the future if it would have
obtained an outside equity investor at this time, as Mr. Pickens and Perseus still had the option to purchase a significant number of shares at $2.96 per share, which the Company believes would have occurred.

•

At the time of the capital call, the Company was cash flow negative, which the Company believed made it an unattractive borrower. The Company has attempted to obtain debt capital in the past and has been unsuccessful in large part due to its negative
operating cash flow.

Note (10) Related Party Transactions, page F-24

3.

We note your response to comment 8 in our letter dated May 8, 2007. Although it is appropriate to use the expected term in calculating the fair value of an employee stock option, please explain to us how you
concluded it was appropriate to use the expected term, rather than the contractual maturity, in calculating the fair value of the warrant issued to Boone Pickens. It appears from Exhibit 10.26 that such warrant is transferable with the consent
of the company. If you believe expected term is the appropriate input variable, please explain to us why Mr. Pickens's request to extend the warrant term to 10 years supports a 4-year expected term, as opposed to a longer period. Finally,
please explain to us in further detail why you believe the market price of your common stock remained unchanged through the majority of 2006 but increased dramatically in early 2007. For example, please explain to us why the January 2006 State
of the Union Address resulted in an increase in stock value in 2007 but not in 2006. You may want to provide us with a more defined timeline of events and associate each event with some quantification of the magnitude of fair value increase. For
instance, please show us more specifically the periods over which the increase in the spread between oil and natural gas prices occurred.

Response: With respect to calculating the fair value of the warrant issued to Mr. Pickens (the "Warrant"), the Company used expected term rather than contractual maturity for the
following reasons: Initially, the Company considered historical evidence that might indicate an expected term for the Warrant. As the Company is not a public entity, and the Company has issued no similar warrants, the Company next reviewed Staff
Accounting Bulleting No. 107 (SAB 107) for guidance on how to calculate expected term, which is detailed in footnote 77. Footnote 77 states that expected term is equal to the quotient of (a) the sum of the vesting term plus the original
contractual term, divided by (b) two. In this case, the Warrant was immediately exercisable and had a contractual term of five years. Therefore, the simplified term per SAB 107 would be 2.5 years.

In determining the expected term of four years, the Company also considered qualitative factors that could potentially increase the term over 2.5 years (the simplified term), such as: (1) the Warrant is held by the Company's majority
stockholder, Mr. Pickens (and no other warrants are outstanding); and (2) the Company believes Mr. Pickens may want to hold onto the Warrant longer than 2.5 years in order to ensure he obtains a reasonable investment return on the
Warrant.

Next, the Company considered whether the expected term should be equated to the contractual life of five years. The Company notes that the Warrant is not transferable unless the Company specifically consents to the transfer, which restriction is for
the benefit of the Company. Given (1) the age of Mr. Pickens, 78, (2) the restrictions on the Warrant's transferability, and (3) the expectation that Mr. Pickens is looking for a reasonable return on the Warrant, the Company
believed the most likely scenario to be that the Warrant would not be held until the end of its contractual life. Based on the foregoing, the Company selected an expected term of four years.

The Company notes the following factors which explain the increase in value from December 2006 to May 2007.

•

The spread between average gasoline prices in California and CNG as sold at the Company's retail stations in California widened significantly from December 2006 to March 2007. In December 2006, California retail gasoline prices
averaged $2.57 per gallon according to Oil Price Information Service while CNG pump prices at Clean Energy's California CNG stations averaged $1.96 per GGE for the same period, a spread of $0.61. However, this spread widened during the first quarter
of 2007, with California retail gasoline prices averaging $2.80 per gallon while CNG at the Company's California stations averaged $2.12 per GGE, a spread of $0.68. For March 2007, this spread was even more pronounced with California retail
gasoline prices averaging $3.11 per gallon while CNG at the Company's California stations averaged $2.22 per GGE, a spread of $0.89 cents. Consequently, this trend provides an opportunity for the Company to capture a portion of this spread in its
margins going forward (by increasing its pump price while still offering significant savings relative to gasoline) and thereby improving its financial performance prospectively.

•

In President Bush's January 2007(1) State of the Union speech, the administration, for the first time, articulated the goal of having the United States use up to 35 billion gallons of "alternative
fuels" (as opposed to "renewable fuels," which definition did not include natural gas) annually by 2017. Approximately 17 billion gallons of the 35 billion gallons of alternative fuels are anticipated to be comprised of ethanol and
biodiesel, and approximately 18 billion gallons of the 35 billion gallons are anticipated to be comprised of fuels other than ethanol and biodiesel such as natural gas, propane, and electricity. The Company believes the implementation of
this new policy and the legislative support for natural gas as an "alternative fuel" present significant new opportunities for the Company to expand its business, and consequently makes the Company more attractive to investors.

(1)In
the Company's previous response letter, the reference to a "January 2006 State of the Union" speech was a typo.

•

In February 2007, the Company was awarded an RFP from the Port of Long Beach to negotiate with the port to design, build, operate and maintain infrastructure capable of fueling hundreds of LNG-powered trucks. The Company believes this award has
increased the Company's profile in this important target market, which as a result makes the Company more attractive to investors.

•

In January 2007, California Governor Arnold Schwarzenegger signed an executive order establishing the Low Carbon Fuel Standard, which establishes an initial goal of reducing the carbon intensity of California's passenger vehicle fuels by at least 10%
by 2020 through the use of low carbon fuels. As set forth in a report by TIAX, LLC, on a full life-cycle ("well to wheels") analysis, natural gas as a vehicle fuel already results in greenhouse-gas reductions of up to 27% for light duty vehicles and
up to 21% for medium and heavy-duty vehicles. Therefore, the expansion opportunities for the natural gas vehicle industry in California, which comprised 40% of the Company's sales in the quarter ended March 31, 2007, are substantially
strengthened by this new policy.

The Company respectfully submits to the Staff that it is difficult to allocate to each of these events a specific amount of the increase to the valuation of the Company's common stock. However, taken as a whole the Company believes each of these
factors contributes significantly to the Company's overall value in the minds of investors.

The Company believes it has carefully considered each of the critical assumptions in the Black-Scholes model in developing its overall estimate of the fair market value of the Warrant, and the Company believes each of the estimates and assumptions
used was reasonable. Additionally, the Company believes it was important to compare its calculation of the fair market value of the Warrant to the value of the obligation assumed by Mr. Pickens ($78 million), as there were less subjective
estimates involved in computing the valuation of such obligation. Although the Company believes the issuance of the Warrant to Mr. Pickens in exchange for the assumption by Mr. Pickens of the Company's outstanding futures positions was a
fair transaction (both to the Company and Mr. Pickens), the Company also believes it had few available options to extinguish the $78 million obligation. If there were an investor interested in assuming the obligation on terms that were more
favorable to the Company, the Company would have issued a Warrant to purchase fewer shares (or with less favorable terms) than those provided to Mr. Pickens. However, the Company, in consultation with its financial advisors, did not believe that
a buyer could be identified who would be willing to assume the Company's $78 million obligation on terms more favorable to the Company than the transaction executed with Mr. Pickens. Moreover, certain of the Company's stockholders (holding
applicable preemptive rights) also were uninterested in purchasing a warrant on the same terms as Mr. Pickens (or on terms more favorable to the Company) in exchange for the assumption of all or a portion of the $78 million
obligation.

Based on the foregoing, the Company is confident that the fair market value of the Warrant was not greater than $78 million at the time of issuance.

        Questions
or comments regarding any matters with respect to the Registration Statement may be directed to the undersigned at (858) 720-8942, or Robert L.
Wernli, Jr. at (858) 720-8941. Comments may also be sent via facsimile to (858) 847-4865.

Very truly yours,

/s/ John J. Hentrich

John J. Hentrich

for SHEPPARD, MULLIN, RICHTER & HAMPTON LLP

cc:
Andrew J. Littlefair

Richard R. Wheeler

Stephen A. Massad

Felix P. Phillips

Mail Stop 3561

 May 8, 2007

Andrew J. Littlefair
President and Chief Executive Officer
Clean Energy Fuels Corp.
3020 Old Ranch Parkway, Suite 200
Seal Beach, California  90740

Re: Clean Energy Fuels Corp.
Amendment No. 2 to Registrati on Statement on Form S-1
Filed May 4, 2007
File No. 333-137124

Dear Mr. Littlefair:

We have reviewed your filing and have the following comments.  Where
indicated, we think you should re vise your document in response to these comments.  If
you disagree, we will consider your explanation as to why our comment is inapplicable or
a revision is unnecessary.  Please be as deta iled as necessary in your explanation.  In
some of our comments, we may ask you to provi de us with information so we may better
understand your disclosure.  After reviewing th is information, we may raise additional
comments.

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.

Sales of Common Stock, page 97
2. We note your response to comment 46 in our letter dated October 3, 2006.  Please
disclose how each of your selling sharehol ders received the beneficially owned
shares.

Andrew J. Littlefair
Clean Energy Fuels Corp.
May 8, 2007  Page 2
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 compone nt of gas sales change, which you
backed into in your calculation.  Base d on the change in volumes disclosed on
page 43, we calculated a volume vari ance of $14.4 million rather than $9.2
million.  Please advise or revise to disclo se the extent to which the increase in
revenue is attributable to price and volu me increases and ensure that price and
volume variances can be recomputed base d on the disclosed changes in price per
gasoline gallon equivalent and gasoli ne gallon equivalents delivered.

Principal and Selling Stockholders, page 99
4. We note your response to comments 47 a nd 48 in our letter dated October 3,
2006.  In this regard, we note that you are registering the re-sal e of an aggregate
of 10,000,000 shares of common stock.  Give n 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 underwri tten 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 rega rd, please address the factors referred to in telephone
interpretation no. D.29 under Securities Ac t Rule 415 in the Manual of Publicly
Available Telephone Interpretations.

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 us how you concluded it was appropriate to present this
transaction, along with the pa yment of the line of credit, in your 2006 cash flow
statement.  In this regard, we note th at 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 return of the marg in deposit directly to Boone Pickens and
the cancellation of all amounts owed under the line of credit ar e reflected as cash
transactions on your fina ncial statements.

Andrew J. Littlefair
Clean Energy Fuels Corp.
May 8, 2007  Page 3
(b) Stock Option Plan, page F-16
6. We note your response to comment 14 in our letter dated April 25, 2007 and were
unable to locate certain disclosures re quired by paragraphs A240c.(2), A240d.(1)
and A240d.(2) of SFAS 123R.  Please a dvise or revise as appropriate.

(c) Exercise of Warrants; Equity Option Agreements, page F-17
7. We note your response to comment 17 in our letter dated April 25, 2007.  We are
still unclear as to why you “required” two shareholders to purchase common stock
at $2.96 per share in early 2006, at which ti me you represent the estimated market
price was approximately $10 per share.  Please explain to us in detail  your
business reasons behind this decision.

Note (10) Related Party Transactions, page F-24
8. Please disclose the fair value of the warrants issued to Boone Pickens in exchange for the assumption of certain futures cont racts.  Please show us in detail how you
calculated the fair value, including all applicable assumptions.  Additionally, as
your anticipated initial public offering pr ice of $15 per share is more than the
estimated fair value of the underlying stock of $10 per share at the date of the warrant issuance, your response should discuss and quantify the intervening
economic events that occurred, operationall y, financially, and otherwise, between
the warrant issuance date and the most re cent practicable date that caused a
fluctuation or fluctuations in the fair value of your st ock.  Finally, if you
determine the fair value of the warrants exceeded $78 million, please explain to us
how you intend to revise your financial st atements, including the footnotes, to
reflect this excess distribution.

Item 16. Exhibits and Financial Statement Schedules, page II-2
9. We note your response to comment 62 in our  letter dated October 3, 2006.  At the
end of your exhibit table, you state that all the exhibits marked with a single star
“*” are to be filed by amendment.  Howe ver, it appears as if you have filed all
required exhibits.  Please revise or advise.

* * * * * *

As appropriate, please amend your regist ration statement in response to these
comments.  You may wish to provide us with marked copies of the amendment to expedite our review.  Please furnish a cove r letter with your amendment that keys your
responses to our comments and provides any requested information.  Detailed cover
letters greatly facilitate our review.  Please understand that we may have additional comments after reviewing your amendmen t and responses to our comments.

Andrew J. Littlefair
Clean Energy Fuels Corp.
May 8, 2007  Page 4
You may contact Sarah Goldberg, Staff Accountant, at (202) 551-3340 or James
Allegretto, Senior Assistant Chief Accountan t, at (202) 551-3849, if  you have questions
regarding comments on the financ ial statements and related ma tters.  Please contact John
Fieldsend, Staff Attorney, at (202) 551-3343 or me at (202) 551-3720 with any other
questions.

Sincerely,

H. Christopher Owings
Assistant Director

cc: John J. Hentrich, Esq.
 Sheppard, Mullin, Richter & Hampton LLP
 Via Facsimile

CORRESP
1
filename1.htm

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

Mail Stop 3561

 April 25, 2007

Andrew J. Littlefair
President and Chief Executive Officer
Clean Energy Fuels Corp.
3020 Old Ranch Parkway, Suite 200
Seal Beach, California  90740

Re: Clean Energy Fuels Corp.
Amendment No. 1 to Registrati on Statement on Form S-1
Filed March 27, 2007
File No. 333-137124

Dear Mr. Littlefair:

We have reviewed your filing and have the following comments.  Where
indicated, we think you should re vise your document in response to these comments.  If
you disagree, we will consider your explanation as to why our comment is inapplicable or
a revision is unnecessary.  Please be as deta iled as necessary in your explanation.  In
some of our comments, we may ask you to provi de us with information so we may better
understand your disclosure.  After reviewing th is information, we may raise additional
comments.
Outside Front Cover Page of Prospectus
1. We note your response to comment 2 in our  letter dated October 3, 2006.  Please
remove the page immediately prior to the table of contents because it repeats the
same information that is in th e captions to your pictures.

Prospectus Summary, page 1
2. We note your response to comment 4 in our  letter dated October 3, 2006.  In the
body of your document, please identify the source on which you base your
factual statements by including a citation to that source.
Also, we note your statement in your Emission Reduction subsection on page 55 in which you state the following:  “In or der to comply with the 2007 standards,

Andrew J. Littlefair
Clean Energy Fuels Corp.
April 25, 2007  Page 2
we expect 2007 and later engine models  to employ significant new emissions
control technologies…, which ar e expect to increase the cost of a diesel vehicle
manufactured in 2006 by as much as $10,000 to $20,000 per vehicle.”  However, the article you provided in  Tab 6 of your Supplemental Binder states that the
2007 models “will cost around $10,000 more and, combined with the usual concern over new technologies, fleets have been buying 2006 models at a record clip.”  Please tell us and disclose the source that discloses the $20,000 figure you
mention in your document.

The Offering, page 3
3. We note your response to comment 6 in  our letter dated October 3, 2006.
Presently, you state that the number of sh ares of your common stock that will be
outstanding after this offering is based on the number of shar es of capital stock
that was outstanding as of December  31, 2006.  Again, please estimate the
number of shares of your common stock that will be outst anding after this
offering using a more recent date.  Also, please be sure to update this date in subsequent amendments as appropriate.

Risk Factors, page 6
4. We note your response to comment 9 in our  letter dated October 3, 2006.  Please
consider using the first sentence of your  second risk factor on page 7 as the
heading of that risk factor, because it s eems to describe more accurately the risk
to you.
Also, in the first risk factor on page 10, you state that if there are interruptions in
field productions, pipeline capacity, equi pment failure, liquefaction production
or delivery, you many experience supply stoppa ges.  Please tell us whether there
are any specific material ri sks to you in these areas.  If  so, please disclose them
as separate risk factors.
Further, in the second-to-last risk fa ctor on page 13, you state that you depend on
Boone Pickens for advice regarding ener gy markets and derivative activities, but
you cannot guarantee that you will be able to retain his se rvices.  In this regard,
on the bottom of page 11, you state that Mr. Pickens has cancelled his guarantee
with Sempra Energy Trading Corporation, which will cause you to have significantly larger requirements for upfront  margin deposits.  If material, please
discuss in your second-to-last risk  factor on page 13, and throughout your
document as appropriate, whether Mr. Pickens’ guarantee cancellation is any indication that BP Capital, L.P., his fi rm, will terminate its current investment
advisory agreement with you.

Andrew J. Littlefair
Clean Energy Fuels Corp.
April 25, 2007  Page 3
Finally, in the first full risk factor on  page 16, you state that your quarterly
results of operations “have fluctuated si gnificantly” in the pa st.  Specifically, you
state that your net losses were $3.0 million, $1.1 million, $41.2 million, and $30.0 million for the quarters ended March 31, 2006, June 30, 2006, September 30, 2006, and December 31, 2006, respectively.  Instead of “fluctuations,” these
losses appear to be a trend, specifica lly based on the fact that your losses
dropped dramatically from between $1.1 million and $3.0 million in the first half of 2006 to between $30.0 million and $41.2 m illion in the second half of 2006.
Please revise or advise.

August 2006 Purchase of Future Contracts and December 2006 Assumption…, page 33
5. You state that in December 2006, Boone Pickens assumed all of your futures contracts, which had lost $78.7 million in va lue at that time, in exchange for a
five-year warrant to purchase up to 1 5,000,000 shares of your common stock at a
purchase price of $10 per share.  Please di scuss the dilution eff ect that exercising
this warrant could have on your common stock.  Also, please consider including
this dilution effect as a risk factor.  We may have further comments based upon
your response.

Adoption of Revised Natural Gas He dging Policy in February 2007, page 33
6. Please discuss the impact you anticipate, if any, that your revised hedging policy
will have on your operations beyond mitiga ting the volatility of your earnings
related to your futures contracts and your risks related to fixed-price sales contracts.

Improvements in Internal Contro l over Financial Reporting, page 40
7. We note your response to comment 13 in our letter dated October 3, 2006.  You
state that you need to “automate several processes, hire additional personnel with
finance and accounting expertise and add a dditional policies and procedures to
bolster [your] control and disclosure environments.”  Please expand upon the
specific steps you must take in these thr ee endeavors, including an estimate of
the time it will take until your controls a nd procedures are effective, and discuss
the remaining areas of risk to your  financial reporting obligations.

Results of Operations, page 41
8. We note your response to comment 19 in our letter dated October 3, 2006 and the
revisions to your disclosure.  By providi ng the change in gallons and the effective
price between periods, an investor should be  able to determine the extent to which
price versus volume contributed to the overall changes between periods.  Yet,
based on the change in gallons and the e ffective price disclosed, plus the changes

Andrew J. Littlefair
Clean Energy Fuels Corp.
April 25, 2007  Page 4
to revenue due to fuel tax credits and st ation construction, it is unclear how to
recompute the revenue increase.  Therefore, please tell us how to recompute the revenue increase or specifically disclose the extent to which price versus volume
contributed to the overall change in revenues.
Our Station Network, page 62
9. We note your response to comment 33 in  our letter dated October 3, 2006.
Please expand upon your disclosure rega rding your station network.  For
example, please clarify the reasons that so me of your stations delivered in excess
of 100,000 gallons in December 2006 and others delivered at least 25,000
gallons during that same time.  As another example, please discuss whether these delivery amounts are typical for your sta tions from month-to -month or year-to-
year.  As a final example, please disclose  the number of stations located in busy
metropolitan areas that experience higher traffic and deliver higher volumes of fuel than stations in less populated areas.

Sales of Common Stock, page 95
10. We note your response to comment 44 in  our letter dated October 3, 2006.
Please include that response in your document.

Consolidated Statements of Cash Flows, page F-6
11. Please tell us how you classified the following items on your statement of cash
flows, including why this cl assification is appropriate:

• Borrowings under the line of credit;

• Payments to Sempra to satisfy excess margin calls;

• Receipt by Boone Pickens of all margin  deposits related to contracts funded
using the line of  credit; and

• Cancellation of all amounts ow ed under the line of credit.
12. You disclose on page 45 that cash used  in operating activities increased in 2006
partially due to the payment of $22.9 million in margin deposits that were not returned to you until January 2007.  Yet, th e change in “Margin deposits on future
contracts” is minimal on your  statement of cash flows in  2006.  Due to the large
increase in other receivables in 2006, we  assume the payment of margin deposits
in 2006 is reflected in “Accounts and other r eceivables.”  If so, please tell us why
you did not include the payment and receipt of all margin deposits in the “Margin

Andrew J. Littlefair
Clean Energy Fuels Corp.
April 25, 2007  Page 5
deposits on future contracts” line item.  If not, please tell us why “Accounts and
other receivables” increased signific antly and “Margin deposits on futures
contracts” changed only slightly in 2006.

Note (1) Summary of Significant Accounting Policies, page F-7
13. We note your response to comment 51 in our letter dated October 3, 2006.  As
there is diversity in how companies classi fy “freight out,” pl ease disclose your
policy for classifying costs in curred to transport natural gas from your facilities to
the customer in the statement of opera tions in accordance with APB 22 unless
clearly immaterial.

Note (5) Stockholders’ Equity, page F-15

(b) Stock Option Plan, page F-16
14. Please provide all disclosures require d by paragraph A240 of SFAS 123R.

Note (16) Earnings Per Share, page F-28
15. Please revise your calculation of diluted ea rnings per share to exclude only those
securities for which the exercise pric e was equal to or greater than the average
market price of your stock over the period, rather than the market price on the date of the calculation.  S ee paragraph 18 of SFAS 128.

Schedule II, page S-1
16. We note your response to comment 63 in our letter dated October 3, 2006 and the
revisions to your disclosure .  Please note that Schedule II should be covered by an
audit report.  See Rule 5-04( c) of Regulation S-X.

Item 15. Recent Sales of Unregistered Securities, page II-1

(a) Issuances of Common Stock and Warrants, page II-1
17. As the issuance of securities under the Equity Option Agreement was at your
“sole and exclusive option,”  please tell us the busi ness reasons behind your
decision to issue securities to Boone Pi ckens under this agreement in April 2006
when it appears the price per share you r eceived was significantly lower than your
estimated market price of $10 a share, as  disclosed in your response to comment
55 in our letter dated October 3, 2006.  Furt hermore, due to the difference in price
per share and market price, please explain to us how you concluded that you were
not required to record comp ensation expense in connecti on with this issuance.

Andrew J. Littlefair
Clean Energy Fuels Corp.
April 25, 2007  Page 6
* * * * * *

As appropriate, please amend your regist ration statement in response to these
comments.  You may wish to provide us with marked copies of the amendment to expedite our review.  Please furnish a cove r letter with your amendment that keys your
responses to our comments and provides any requested information.  Detailed cover
letters greatly facilitate our review.  Please understand that we may have additional comments after reviewing your amendmen t and responses to our comments.

You may contact Sarah Goldberg, Staff Accountant, at (202) 551-3340 or James
Allegretto, Senior Assistant Chief Accountan t, at (202) 551-3849, if  you have questions
regarding comments on the financ ial statements and related ma tters.  Please contact John
Fieldsend, Staff Attorney, at (202) 551-3343 or me at (202) 551-3720 with any other
questions.

Sincerely,

H. Christopher Owings
Assistant Director

cc: John J. Hentrich, Esq.
 Sheppard, Mullin, Richter & Hampton LLP
 Via Facsimile

Mail Stop 3561

 October 3, 2006

Andrew J. Littlefair
President and Chief Executive Officer
Clean Energy Fuels Corp.
3020 Old Ranch Parkway, Suite 200
Seal Beach, California  90740

Re: Clean Energy Fuels Corp.
Registration Statement on Form S-1
Filed September 7, 2006
File No. 333-137124

Dear Mr. Littlefair:

We have reviewed your filing and have the following comments.  Where
indicated, we think you should re vise your document in response to these comments.  If
you disagree, we will consider your explanation as to why our comment is inapplicable or
a revision is unnecessary.  Please be as deta iled as necessary in your explanation.  In
some of our comments, we may ask you to provi de us with information so we may better
understand your disclosure.  After reviewing th is information, we may raise additional
comments.
Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure  requirements and to  enhance the overall
disclosure in your filing.  We look forward to  working with you in these respects.  We
welcome any questions you may have about our comments or any other aspect of our
review.  Feel free to call us at the telephone numbers listed at the end of this letter.

General
1. We note a number of blank spaces thr oughout your registration statement for
information that you are not entitled to omit pursuant to Rule 430A under the
Securities Act, including the price range and related information based on a bona
fide estimate of the public offering price within that range.  Please allow us
sufficient time to review your complete di sclosure prior to any distribution of
preliminary prospectuses.

Andrew J. Littlefair
Clean Energy Fuels Corp.
October 3, 2006  Page 2
Outside Front Cover Page of Prospectus
2. Please tell us why you believe the text of  the two sections entitled, The Natural
Gas Vehicle Advantage and North America’ s Leader in Clean Transportation, is
appropriate for the beginning of your prospectus or consider relocating them to a section of the prospectus following the risk factors.  The information in these sections appears to be more appropri ate for the body of the document.

Similarly, this comment app lies to the same text and the chart that you have
included in the graphics at the beginning of your prospectus.
3. Please revise the narrative disclosure th at accompanies the artwork so it does not
repeat the disclosure that appears in th e summary.  Please briefly describe the
photographs that you have included.  If you include revenue amounts, please also
include net income figures.

Prospectus Summary, page 1
4. Please review your disclosure and ensure  that you identify the source for the
statements you provide.  Currently, you include many factual statements, but you
have not indicated whether the source of this information is based upon management’s belief, industry data, reports /articles, or any other source.  If the
statements are based upon management’s be lief, please indicate that this is the
case and include an explanation for the basi s of that belief.  Alternatively, if the
information is based upon reports or arti cles, please provide these documents to
us, appropriately marked and dated.  The following are examples only of the
statements for which you need sources:

• “Domestic prices for gasoline and diesel fuel have increased significantly in recent years, largely as a result of higher crude oil prices and constrained domestic refining capacity.  Industry analysts believe that crude oil prices will remain high compared to long-term historical averages as crude oil producers continue to face challenges to find and produce crude oil reserves
in quantities sufficient to  meet growing global demand.”  The Market for
Vehicle Fuel, page 2.

• “Natural gas vehicle fuels have beco me increasingly less expensive than
gasoline and diesel as prices for gasoline and diesel have risen.  In addition, CNG and LNG are also cheaper than the two other most widely available alternative fuels, ethanol blends and biodiesel.”  The Ma rket for Vehicle
Fuels, page 2.

• “We are the leading provider of natural gas as an alternative fuel for vehicle
fleets in the United States and Canada.”  Overview, page 31.

Andrew J. Littlefair
Clean Energy Fuels Corp.
October 3, 2006  Page 3

• “In order to comply with the 2007 standa rds, we expect 2007 and later engine
models to employ significant new emi ssions control technologies…, which
are expect to increase the cost of a diesel vehicle manuf actured in 2006 by as
much as $10,000 to $20,000 per vehicle.”  Emission Reduction, page 54.

• “CNG and LNG are safer than gasoline and diesel because they dissipate into
the air when spilled or in the event of  a vehicle accident.”  Safer, page 56

We may have further comments once we examine your revisions.
5. The summary is intended to provide a br ief overview of the key aspects of your
offering.  Currently, your summary is too long and repeats much of the
information fully discussed in other sec tions of your document, such as in your
Our Business, The Market for Vehicle Fuels, Competitive Strengths, and Business Strategy subsections.  See Instruc tion to Item 503(a) of Regulation S-K.
Please eliminate the Competitive Strengths and Business Strategy subsections and shorten the remaining sections.  Also, you should balance your revenues
disclosure with net income amounts for the same periods.

The Offering, page 5
6. You state that the number of shares of your common stock that will be
outstanding after this offering is based on the number of shar es of capital stock
that was outstanding as of July 31, 2006.  Please estimate the number of shares
of your common stock that will be outsta nding after this offering using a more
recent date than July 31, 2006.

Summary Historical Consolidat ed Financial Data, page 6

Adjusted EBITDA (Non-GAAP), page 7
7. We note your presentation of the non-GAAP  measure “Adjusted EBITDA” here
and throughout the document.  If you c onsider this measure to be a non-GAAP
measure of performance, pleas e indicate this.  Further, please provide cautionary
disclosure that the non-GAAP  measure may not be comparable to similarly titled
measures used by other entities and rem ove any implication that the non-GAAP
measure could be considered an alternative to income (loss) before income taxes,
the most directly comparable GAAP m easure, as an indicator of operating
performance.  Additionally, in arriving at this measure, it appears you exclude
items that are recurring in nature.  Pl ease note that if you present a non-GAAP
performance measure that excludes items of a potentially recurring nature, you should demonstrate the usefulness of the measure.  In this regard, you should
fully address the bullet points in Ques tion 8 of “Frequently Asked Questions

Andrew J. Littlefair
Clean Energy Fuels Corp.
October 3, 2006  Page 4
Regarding the Use of Non-GAAP Financial Measures,” available on our website at
www.sec.gov  in crafting your revised disclosure s.  In this regard, ensure you
revise your disclosures as follows:

• Disclose the specific manner in which you use  the non-GAAP measure to
conduct or evaluate  your business.  If you do not use the measures in any of
the above manners, please explain your basis for presenting the measures as
indicators of performance.

• Discuss the economic substance behind your decision to use the measures.

• Disclose the material limitations asso ciated with use of  the measures as
compared to the use of the most directly comparable GAAP financial measure.

• Disclose the manner in which you comp ensate for these limitations when
using the measures.

• Disclose the substantive reasons wh y you believe the measures provide
useful information to investors.

Risk Factors, page 8
8. Your Risk Factors section should be a discussion of th e most significant factors
that make your offering speculative or ri sky.  You should place risk factors in
context so your readers can understand the specific risk as it applies to you.  See
SEC Release No. 33-7497.  Also, you should no t present risks that are generic or
contain boilerplate language that could a pply to any issuer or  any offering.  We
believe a discussion of risks in generi c terms does not tell your readers how the
risk may affect their investment in you.  Please revise your Risk Factors section
generally to write each risk  factor in plain English a nd avoid using boilerplate or
generic risk factors.  See Item 503(c) of Regulation S-K.  As examples, please
consider the following risk factors:

• “We may encounter environmental, regul atory and other difficulties if we
construct a new LNG plant we have planned, which could increase costs
significantly and divert resources an d management attention.”  Page 14.

• “We may require additional capital to expand our business, and this capital
might not be available on acceptable terms, or at all.”  Page 15.

Andrew J. Littlefair
Clean Energy Fuels Corp.
October 3, 2006  Page 5
• “Changes in financial accounting standa rds or practices may cause adverse,
unexpected financial reporting fluctuations  and affect our reported results of
operations.”  Page 18.

Further, some of your risk factor disc ussions do not clearly and concisely convey
the actual risk, such as the third full ri sk factor on page 17.  Some of your risk
factors should be separated into multiple ri sk factors, such as the first full risk
factor on page 12 and the last risk f actor on page 15.  Also, please consider
whether other subsections or elements of  a discussion within  a subsection are
necessary for this section and whether certain risk factors can be revised or
combined so they are not repetitive.  Accordingly, please thoroughly revise this
section to more precisely articulate the risks to your offering from each risk
factor.  We may have additional comments based upon your revisions.

A decline in the demand for vehicular natural gas will reduce our revenue. . ., page 8
9. In this risk factor, you list seven circ umstances that you claim could cause a drop
in demand for natural vehicle fuel.  Please consider whether any of these
circumstances are risks material enough to be included in their own, separate risk factor.  If not, please cons ider revising this risk fact or so that the factors causing
any drop in demand do not appear more im portant than the overall risk that
demand could drop.

Also, please revise the first risk factor on page 11, the last risk factor on page 14,
and the first full risk factor on page 16 in the same manner.

Our third-party LNG suppliers may cancel th eir supply contracts w ith us on…, page 10
10. You state that you have c ontracts with four LNG suppliers, but you discuss only
two in this risk factor.  Please discu ss your other two LNG suppliers as well.

The volatility of natural gas prices imp acts the cost of us purchasing…, page 11
11. In your Commodity Risk subsection on page 47, you state that over a six year period from the end of 1999 to the end of 2005, the price for natural gas has
ranged from a low of $1.83 per thousand BTU’s to a high of $15.38 per thousand BTU’s.  Please consider including specifica lly this vast price range in this risk
factor or in a sepa rate risk factor.

Our forward contract purchases may result…, page 12
12. Please relocate this risk factor so it appears among the first risk factors given that your net income has fluctuat ed significantly as a result of these forward contract
purchases.

Andrew J. Littlefair
Clean Energy Fuels Corp.
October 3, 2006  Page 6
Management’s Discussion and Analysis of  Financial Condition and Results…, page 31
13. We note from the disclosure on pages 17 and 19 that you are instituting changes to address and improve your internal  control procedures and compliance
capabilities.  In this section, please di scuss the improvements that you must make
to your internal and disclosure controls to the extent that you believe you will have difficulty implementing these changes and that these areas will remain a risk to your financial reporting obligations.
14. Please expand this section to discuss known material trends, demands, commitments, events, or uncertainties th at will have, or are reasonably likely to
have, a material impact on your financ ial condition, operating performance,
revenues, and/or income, or  results in your liquidity decreasing or increasing in
any material way.  Please provide additio nal information about the quality and
variability of your earnings and cash flows so that investors can ascertain the likelihood of the extent past performance is indicative of future performance.
Please discuss whether you expect your fi nancial position to remain at its current
level or to increase or de crease.  Also, you should consider discussing the impact
of any changes on your earnings.  Further,  please discuss in  reasonable detail:

• economic or industry-wide factors relevant to your company, and

• material opportunities, challenges, and risks in the short and long term and
the actions you are taking to address them.

See Item 303 of Regulation S-K and SEC Release No. 33-8350.

Operations, page 31
15. Please revise this subsection to provide a balanced, executive-level discussion of
the most important matters on which you focus in evaluating your financial
condition and operating performance.  Pl ease discuss your mix of CNG and LNG
sales and your operations in managing and maintaining natural gas fueling
stations, designing and constructing fue ling stations, and providing vehicle
finance services.  Consider discussi ng the key operating indicators on which
management focuses in assessing the busin ess.  See Item 303 of Regulation S-K
and SEC Release No. 33-8350.

Critical Accounting Policies, page 35

Derivative Activities, page 36
16. Please revise your disclosure to explain how you determine the fair value of
derivatives at each reporting period.  If quoted market prices are unavailable,

Andrew J. Littlefair
Clean Energy Fuels Corp.
October 3, 2006  Page 7
please explain the significant assumptions a nd estimates used to calculate the fair
value.  Further, provide a sensitivity anal ysis that expresses the potential change
in net income that would result from  hypothetical changes to assumptions and
estimates.  See Section V of SEC Release No. 33-8350.
17. Please explain to us why your derivative  instruments, specifically futures
contracts, do not qualify for hedge accounting under SFAS 133.

Results of Operations, page 39

Six Months Ended June 30, 2006 Compared to  Six Months Ended June 30, 2005, page 39
18. This section explains the types of expenses that are included in each operating expense category.  However, the dollar am ounts mostly repeat information that is
available from the face of the income statement.  Please expand this information to explain the reasons for period-to-period changes.  For example, please discuss
the reason that, as you state in the first paragraph of your Six Months Ended June 30, 2006 Compared to Six Months Ended June 30, 2005 subsection, there was an increase in the number of CNG and LNG gallons delivered from 26.0 million
gallons in 2005 to 32.5 million gallons in 2006.  We note that you account only for 1.6 million gallons of the increase due to your new transit customer.
19. Where you identify intermediate causes of changes in your operating results, ensure you fully describe the reasons underlying such causes.  For example,
stating that your revenue incr ease is attributable, in part , to increases in gasoline
gallons delivered only identifies the inte rmediate cause of the change.  Please
indicate the specific reason or reasons for the volume increase.  Additionally,
please revise your discussion of price and volume increases to indicate the extent
to which price versus volume contributed to the overall change in revenues.  In
this regard, we are unable to