Form: 3

Initial statement of beneficial ownership of securities

May 24, 2007

SEC Form 3
FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES


Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person*
Pratt Mitchell W
(Last) (First) (Middle)
3020 OLD RANCH PARKWAY
SUITE 200
(Street)
SEAL BEACH CA 90740
(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
05/24/2007 		3. Issuer Name and Ticker or Trading Symbol
Clean Energy Fuels Corp. [ CLNE ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
Sr. VP, Eng., Opp & Public Aff
 5. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock 55,000 D(1)
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (right to buy) (2) 12/12/2012 Comon Stock 75,000 2.96 D
Stock Option (right to buy) (2) 06/11/2013 Common Stock 30,000 2.96 D
Stock Option (right to buy) (2) 02/04/2015 Common Stock 85,000 2.96 D
Stock Option (right to buy) (2) 05/05/2015 Common Stock 70,000 2.96 D
Stock Option (right to buy) (2) 05/05/2015 Common Stock 25,000 2.96 D
Explanation of Responses:
1. Boone Pickens, a director of the Issuer, possesses voting control over these shares pursuant to an agreement between the reporting person and Mr. Pickens. This voting control will expire upon the closing of the Issuer's initial public offering.
2. Immediately
Remarks:
/s/ Mitchell W. Pratt 05/24/2007
** Signature of Reporting Person Date

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.

Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.