July 16, 2024

Vincent Browne
Chief Executive Officer
Alternus Clean Energy, Inc.
360 Kingsley Park Drive, Suite 250
Fort Mill, SC 29715

       Re: Alternus Clean Energy, Inc.
           Amendment No. 2 to Registration Statement on Form S-1
           Filed July 1, 2024
           Amendment No. 3 to Registration Statement on Form S-1
           Filed July 1, 2024
           File No. 333-276630
Dear Vincent Browne:

     We have reviewed your amended registration statement and have the
following
comment(s).

       Please respond to this letter by amending your registration statement
and providing the
requested information. If you do not believe a comment applies 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 this letter, we may have additional comments. Unless we
note otherwise,
any references to prior comments are to comments in our May 24, 2024 letter.

Amendment No. 3 to Registration Statement on Form S-1 filed July 1, 2024
Risk Factors
The shares of common stock being offered in this prospectus represent a
substantial percentage of
our outstanding common stock..., page 35

1.     We note your response to prior comment three, including revised
disclosure indicating
       that the number of shares that may be sold by the selling
securityholders under the instant
       registration statement exceeds the number of shares of your total common
stock
       constituting your public float, and represents approximately 495% of
your public float and
       approximately 98% of your outstanding shares of common stock. We further
note your
       added risk factor disclosing that, in connection with the 3i Note
Transaction, you are
       obligated to register up to 35,334,165 shares of your common stock that
may be issuable
 July 16, 2024
Page 2

       pursuant to the Convertible Note and the 3i Warrant in a Registration
Statement on Form
       S-1 (File No. 333- 278994). Please revise your disclosure to clarify the
cumulative effect
       that the number of shares that may be sold by the selling
securityholders under both
       registration statements will have on the percentage of your public float
and percentage of
       your outstanding shares of common stock.
Management's Discussion and Analysis of Financial Condition and Results of
Operations
Overview, page 44

2.     Please revise your disclosure in this section to discuss risks to the
Company with respect
       to the Forward Purchase Agreement. In this regard, we note your response
to prior
       comment 10 regarding such risks on page 5 of your letter dated June 28,
2024.
Description of Our Securities
Warrants
Public Warrants, page 108

3.     We note your response to prior comment 7 and reissue it in part. We note
your disclosure
       that the Public Warrants are currently trading on the OTC Markets under
the trading
       symbol: OTC: ACLEW. Where it appears the Public Warrants trade,
specifically, on the
       OTC Pink Tier, please revise your disclosure accordingly.
      Please contact Liz Packebusch, Staff Attorney, at 202-551-8749 or Irene
Barberena-
Meissner, Staff Attorney, at 202-551-6548 with any questions



                                                            Sincerely,

                                                            Division of
Corporation Finance
                                                            Office of Energy &
Transportation
cc:   Ross David Carmel, Esq.