SecProbe.io

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-4631

       DIVISION OF
CORPORATION FINANCE

Mail Stop 4631
September 28, 2009

via U.S. mail and facsimile

Neil M. Koehler, Chief Executive Officer  Pacific Ethanol, Inc. 400 Capitol Mall, Suite 2060 Sacramento, California 95814   RE: Pacific Ethanol, Inc.
  Form 10-K for the Fiscal Year Ended December 31, 2008
  Filed March 31, 2009   Form 10-K/A for the Fiscal  Year Ended D ecember 31, 2008
  Filed April 22, 2009   File No. 000-21467

Dear Mr. Koehler:

We have reviewed the above referenced filings and have the following comments.
Where indicated, we think you should revise your  disclosures in future filings in response
to these comments. If you disagree, we w ill consider your explanation as to why our
comment is inapplicable or a revision is unneces sary.  Please be as detailed as necessary
in your explanation.  In some of our comme nts, we may ask you to provide us with
supplemental information so we may better understand your disclosure.  After reviewing
this information, we may or may not raise additional comments.
 Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure  requirements and to  enhance the overall
disclosure in your filing.  We look forward to  working with you in these respects.  We
welcome any questions you may have about our  comments or on any other aspect of our
review.  Feel free to call us at the telephone numbers listed at the end of this letter.

Form 10-K for the Fiscal Year Ended December 31, 2008

Item 15  Exhibits, Financial Statement Schedules, page 57

1. We note that you have not filed the e xhibits and schedules to the Credit
Agreement dated February 27, 2007 (Exhibit 10.73), and the exhibi ts (other than

Neil M. Koehler
Pacific Ethanol, Inc. September 28, 2009 Page 2
Exhibit A) and schedules to the Debtor-In Possession Credit Agreement dated as of May 19, 2009 (Exhibit 10.4 to the quarter ly report on Form 10-Q for the period
ended June 30, 2009).  Please advise.  Refe r to Item 601(b)(10) of Regulation S-
K.  Otherwise, please file complete copies  of these material agreements with your
next Exchange Act report.
 2. In addition, it appears that a number of exhibits and agreements that you have
filed are not the final exec uted versions.  As an example, we note Exhibits 10.41
and 10.85.  Please ensure that in future filin gs you will file final versions of your
material documents and agreements.
 Form 10-K/A for the Fiscal Year Ended December 31, 2008

 Compensation Discussion and Analysis, page 7

 2009 Compensation Philosophy a nd Objectives , page 8

3. We note your disclosure at the top of page 9 regarding your competitive market
analysis of executive compen sation.  Based on your curren t disclosure, it appears
that you benchmark your compensation, wh ich would require disclosure in
accordance with Item 402(b)(2)(xiv) of  Regulation S-K.  Question 118.05 of
Regulation S-K Compliance and Disclosure  Interpretations, which are available
on our website at http://www.sec.gov/divisions /corpfin/guidance/regs-
kinterp.htm , provides further guidance on when a registrant must identify the
benchmark in the filing.  In future filings please make the appropriate disclosures,
including also your benchmarking com ponents (such as the peer group of
companies).  References such as the us e of “proxy statements for publicly-traded
companies within the ethanol i ndustry” are generic and ambiguous.

Equity Incentive Compensation, page 10
 4. In future filings, please disclose in more detail the factors taken in consideration
by the compensation committee in determini ng the number of shares of restricted
stock granted to each named executive officer in April 8, 2008. Your discussion should provide a comprehensive analysis of the substance of the compensation
committee’s decision.
 Summary Compensation Table, page 13

5. We note footnote (7) disclosure to th e Summary Compensation Table.  Please
note that in accordance with Item 402(c)(2 )(ix) of Regulation S-K and pursuant to
Instruction 4 of such item, to the exte nt that the amount of perquisites and
personal benefits exceeds the greater of  $25,000 or 10% of the total amount of
perquisites and personal benef its, these perquisites and pe rsonal benefits must be

Neil M. Koehler
Pacific Ethanol, Inc. September 28, 2009 Page 3
quantified and disclosed in a footnote to the “All Other Compensation” column.
To the extent applicable, in your future filings please make the necessary changes to comply with these disclosure requirements.
 Compensation of Directors, page 18

 Equity Compensation, page 19

6. In accordance with Item 402(k)(3) of Regulation S-K, in future filings please
disclose the material factors upon whic h the compensation committee determined
the value and/or the size of the equity aw ards made to the non-employee directors.

*    *    *    *

As appropriate, please respond to these co mments within 10 business days or tell
us when you will provide us with a response.  Please furnish a letter that keys your
responses to our comments and provides any requested supplemental information.
Detailed response letters  greatly facilitate our  review.  Please file your response letter on
EDGAR.  Please understand that we may ha ve additional comments after reviewing
responses to our comments.
We urge all persons who are responsible for the accuracy and adequacy of the
disclosure in the filings reviewed by the sta ff to be certain that they have provided all
information investors require.  Since the co mpany and its management are in possession
of all facts relating to a company’s disclosure , they are responsible for the accuracy and
adequacy of the disclosures they have made.

In connection with responding to our co mments, please provide, in writing, a
statement from the company acknowledging that:
• the company is responsible for the adequacy  and accuracy of the disclosure in their
filings;
• staff comments or changes to disclosure  in response to staff comments do not
foreclose the Commission from taking any action with respect to the filing; and
• the company may not assert staff comments as a defense in any proceeding
initiated by the Commission or any person under the federal secu rities laws of the
United States.
  In addition, please be advi sed that the Division of En forcement has access to all
information you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filing or in response to our comments on your filing.

Neil M. Koehler
Pacific Ethanol, Inc. September 28, 2009 Page 4   You may contact Era Anagnosti, Staff Atto rney, at (202) 551-3369 or, in her absence
the undersigned Accounting Branch Chief at (202) 551-3355 if you have questions
regarding comments on the financial statements and related matters..

Sincerely,
           T e r e n c e  O ’ B r i e n          A c c o u n t i n g  B r a n c h  C h i e f