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                                October 11, 2022

       Ann Anthony
       Chief Financial Officer
       OPAL Fuels Inc.
       One North Lexington Avenue
       Suite 1450
       White Plains, New York 10601

                                                        Re: OPAL Fuels Inc.
                                                            Amendment No. 1 to
Registration Statement on Form S-1
                                                            Filed September 20,
2022
                                                            File No. 333-266757

       Dear Ann Anthony:

             We have reviewed your amended registration 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 registration
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 registration statement and
the information you
       provide in response to these comments, we may have additional comments.
Unless we note
       otherwise, our references to prior comments are to comments in our
September 1, 2022 letter.

       Amendment No. 1 to Registration Statement on Form S-1

       Cover Page

   1.                                                   We note your reference
to the Founder Shares on your prospectus cover page. Please
                                                        provide a definition of
such term on your prospectus cover page.
       Risk Factors
       Future sales of a substantial number of shares of our Class A common
stock..., page 35

   2.                                                   We note your response
to prior comment 4 and re-issue such comment in part. With
                                                        respect to the shares
being registered for resale, please also disclose in this risk factor and
                                                        on your prospectus
cover page the percentage that these shares represent of the total
 Ann Anthony
OPAL Fuels Inc.
October 11, 2022
Page 2
      number of shares currently outstanding (without giving effect to the
exercise of
      outstanding warrants and the conversion of Class C common stock).
General

3.    Please revise to clarify the transactions that you are registering
pursuant to this registration
      statement. For example, if you are registering the primary issuance of
the shares
      underlying the public warrants, and the resale of the shares underlying
the private
      placement warrants, please revise to make this clear on your prospectus
cover page and
      throughout your filing.
       Please contact Kevin Dougherty, Staff Attorney, at (202) 551-3271 or
Laura Nicholson,
Special Counsel, at (202) 551-3584 with any questions.



                                                              Sincerely,
FirstName LastNameAnn Anthony
                                                              Division of
Corporation Finance
Comapany NameOPAL Fuels Inc.
                                                              Office of Energy
& Transportation
October 11, 2022 Page 2
cc:       Edward M. Welch
FirstName LastName