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Published on May 7, 2013
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3020 Old Ranch Parkway, Suite 400 |
J. Nathan Jensen |
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Seal Beach, California 90740 |
Vice President and General Counsel |
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562.493.2804 |
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Facsimile: 562.493.4532 |
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www.cleanenergyfuels.com |
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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:
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(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; |
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(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 |
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(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. |
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