September 11, 2018


Via Email

Preston Bernhisel
Baker Botts L.L.P.
2001 Ross Avenue, Suite 900
Dallas, TX 75201

       Re:    Clearway Energy, Inc.
              Schedule TO-I
              Filed September 10, 2018
              File No. 5-87549

Dear Mr. Bernhisel:

         The staff in the Office of Mergers and Acquisitions in the Division of
Corporation
Finance has conducted a limited review of the filing listed above. Our review
focused on the
matters addressed in our comments below. All defined terms have the same
meaning as in your
filing, unless otherwise noted.

        Please respond to this letter by providing the requested information or
by advising us
when you will provide the requested response. 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 the information you provide in response to these
comments, we may
have additional comments. In some of our comments, we may ask you to provide us
with
information so we may better understand your disclosure.

Schedule TO   General

1.     In your response letter, please identify the exemption from the
prohibition on purchases
       outside of a tender offer in Exchange Act Rule 14e-5 that permits the
Company to
       repurchase the Notes that are the subject of this Offer for cash while
this Offer is
       pending.

2.     If you assert that this conversion right is an election in this Offer,
explain why it is
       permissible to wait until February 1, 2019 to pay for converted Notes.
See Rule 14e-1(c).
 Preston Bernhisel, Esq.
Baker Botts L.L.P.
September 11, 2018
Page 2


        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.

        Please direct any questions about these comments or your filing to me
at 202-551-3263.


                                                           Sincerely,

                                                           /s/ Christina Chalk

                                                           Christina Chalk
                                                           Senior Special
Counsel
                                                           Office of Mergers
and Acquisitions