October 24, 2019

Kambiz Mahdi
Chief Executive Officer
Clean Energy Technologies, Inc.
2990 Redhill Avenue
Costa Mesa, California 92626

       Re: Clean Energy Technologies, Inc.
           Offering Statement on Form 1-A
           Filed September 27, 2019
           File No. 024-11085

Dear Mr. Mahdi:

       We have reviewed your offering statement 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 by amending your offering statement and
providing the
requested information. 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 offering statement and the
information you
provide in response to these comments, we may have additional comments.

Form 1-A filed September 27, 2019

The Offering, page 7

1.    We note your disclosure in various sections including the offering,
dilution and elsewhere
      in the document that your common stock outstanding before the offering
was 748,657,656
      shares as of September 27, 2019 as indicated in your disclosure on page
15. We also note
      that your common stock outstanding shares at June 30, 2019 were
580,157,656 per the
      unaudited financial statements. Please tell us and disclose the material
subsequent share
      transactions since June 30, 2019, as those do not appear to be reflected
in Note 14 -
      Subsequent Events to your financial statements on page 98.
Outstanding Common Stock fully diluted, page 7

2.    Please tell us how the conversion of the MWGI Notes described in the last
paragraph on
      page 97 and first paragraph on page 98 factored into the calculation of
the outstanding
      common stock on a fully diluted basis.
 Kambiz Mahdi
Clean Energy Technologies, Inc.
October 24, 2019
Page 2
We have issued a substantial amount of convertible securities..., page 13

3.       Please expand your risk factor to address the 168,000,000 shares of
common stock that
         will be issued to MGW Investments I Limited at such time as the
company increases the
         number of shares of its authorized common stock, given that it appears
such increase has
         already occurred. Tell us how MGW's right to acquire these shares and
convert the notes
         it holds has been reflected in your beneficial ownership table on page
46. Based on your
         response to our comment regarding the MWGI Notes, your risk factor may
also need to be
         expanded to address the issuance of shares upon conversion or
redemption of those notes,
         as well.
Use of Proceeds, page 19

4.       We note your indebtedness with related parties. Refer to Instruction 2
to Item 6 of Part II
         of Form 1-A and state whether or not the proceeds will be used to
compensate or
         otherwise make payments to officers or directors of the issuer or any
of its subsidiaries.
         Please also provide the disclosures required by Instruction 6 to Item
6 of Part II of Form
         1-A regarding the discharge of indebtedness. Further, revise to
clarify the intended uses
         related to "Growth Capital" and "Project Financing."
Dilution, page 21

5.       Please refer to Item 4 of Part II of Form 1-A and provide the
disclosure required by that
         item if there is a material disparity between the public offering
price and the effective cash
         cost to officers, directors, promoters and affiliated persons for
shares acquired by them in
         a transaction during the past year, or that they have a right to
acquire.
Net Sales, page 27
FirstName LastNameKambiz Mahdi
6.     Please disclose the causes of additional sales from the "HRS Division"
and provide a
Comapany NameClean Energy Technologies, Inc.such changes were attributable to
changes in
       narrative discussion of the extent to which
October 24, 2019 Page 2 in volume. Refer to Item 9 of Part II of Form 1-A.
       prices or to changes
FirstName LastName
 Kambiz Mahdi
FirstName LastNameKambizInc.
Clean Energy Technologies, Mahdi
Comapany NameClean Energy Technologies, Inc.
October 24, 2019
Page 3
October 24, 2019 Page 3
FirstName LastName
Business, page 34

7.       From your disclosure under "Segment Disclosure" starting on pages 66
and 85, it appears
         that you have derived a material portion of your net sales from your
electronic
         manufacturing services and electronics assembly business. Please refer
to Item 7 of Part
         II of Form 1-A and provide all required disclosure related to that
business. Please also
         refer to Item 9 of Part II of Form 1-A and provide the required
disclosure for your
         segment information under Management's Discussion and Analysis for the
periods
         presented.
8.       Please disclose when your license from Calnetix and your material
patents would expire.
         Refer to Item 7(a)(2) of Part II of Form 1-A. Please also revise to
clarify the scope and
         duration of that license. It is unclear what you mean by the
disclosure that the license
         allows you to "use" their magnetic turbine.
Research and Development, page 39

9.       We note you had no research and development expenses for the financial
periods
         presented in your filing, but that a material use of proceeds is
intended for research and
         development. Please disclose the research and development intended to
be done and, if
         applicable, the status of a product or service if you have made public
information about a
         new product or service that would require the investment of a material
amount of
         your assets or is otherwise material. Refer to Item 7(a) of Part II of
Form 1-A.
Exhibit 4.13, page 100

10.      We note the last sentence of Section 4(c) and first sentence of
Section 4(d) of the form of
         subscription agreement. Since investors are entitled to rely on your
offering circular to
         make an investment decision, these sections appear inappropriate.
Please revise. Also,
         the fifth paragraph and Section 3(a) indicate the offering will
continue until all 300
         million shares are sold, whereas the offering circular indicates the
total offering proceeds
         will not exceed $10 million. Likewise, Section 3(d) indicates you will
deliver shares
         promptly; however, your disclosure on page 49 of the offering circular
indicates you will
         deliver shares within 90 days. Please reconcile.
Exhibits

11.      It appears from Part I of this filing that you used solicitation of
interest communications in
         connection with this offering. If so, please file those
communications, as required by Item
         17, paragraph 13 of Part III of Form 1-A.
        We will consider qualifying your offering statement at your request. If
a participant in
your offering is required to clear its compensation arrangements with FINRA,
please have
FINRA advise us that it has no objections to the compensation arrangements
prior to
qualification.
 Kambiz Mahdi
Clean Energy Technologies, Inc.
October 24, 2019
Page 4

        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. We also remind you that, following qualification of your
Form 1-A, Rule 257
of Regulation A requires you to file periodic and current reports, including a
Form 1-K which
will be due within 120 calendar days after the end of the fiscal year covered
by the report.

       You may contact Melissa Gilmore at (202) 551-3777 or Melissa Raminpour,
Accounting
Branch Chief, at (202) 551-33379 if you have questions regarding comments on
the financial
statements and related matters. Please contact Tim Buchmiller at (202) 551-3635
or Geoff
Kruczek, Senior Attorney, at (202) 551-3641 with any other questions.



                                                           Sincerely,
FirstName LastNameKambiz Mahdi
                                                           Division of
Corporation Finance
Comapany NameClean Energy Technologies, Inc.
                                                           Office of
Manufacturing
October 24, 2019 Page 4
cc:       Robert Newman, Esq.
FirstName LastName