SecProbe.io

January 18, 2012
 Via E-mail

Neil Koehler President and Chief Executive Officer  Pacific Ethanol, Inc.  400 Capitol Mall, Suite 2060 Sacramento, California 95814
Re: Pacific Ethanol, Inc.
Registration Statement on Form S-1 Filed December 22, 2011
  File No. 333-178685   Form 10-K for the Fiscal Year Ended December 31, 2010     Filed March 31, 2011    File No. 000-21467

Dear Mr. Koehler:
We have limited our review of your registra tion statement to those issues we have
addressed in our 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.  Where you do not beli eve our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
 General

1. Please note that all outstanding comments on your filings must be resolved before we will
accept a request for acceleration of the effec tiveness of your registration statement.
 Consolidation of Variable Interest Entities, page 40

2. According to your response, you have determin ed New PE Holdco is a VIE based on the
criterion in paragraph 14(b)(1) of ASC 810-10-15.  While you perform the day-to-day
management and operational duties, the equity holders appear to have significant ability
to make decisions through the exercise  of voting rights (e.g. approval of budgets,
approval of a change in a Plant’s operati onal status, borrowing or refinancing debt,
entering into contracts over $1 million or one year in duration, making certain capital expenditures, etc.)  Some actions require the consent of all owners and others require the
consent of holders of 67% or 85% of the owne rship interests.  We note your disclosure on

Neil Koehler  Pacific Ethanol, Inc. January 18, 2012   Page 2

 page 5 that you are “largely dependent on the business judgment of the other owners of
New PE Holdco in respect of a number of si gnificant matters beari ng on the operations of
the Pacific Ethanol Plants.”  Please clarif y why you believe the equity owners do not
have the ability to make decisions about New PE Holdco activities that have a significant
effect on its success.
 Background, page 43

3. We have read your response to comment six from our letter dated November 10, 2011.
You state that you did not provi de any direct consideration for the Call Option.  Instead
you released certain claims you had against the bankrupt esta te and the bankrupt estate
released certain claims it ha d against you.  Please amend your  Form S-1 to quantify the
claims you released against the bankrupt esta te and claims the bankr upt estate released
against you.
 Note 7 – Commitments and Contingencies, page F-16

4. We have read your response to comment se ven from our letter dated November 10, 2011.
On page F-16 you disclose that the ultimate liability for legal proceedings, claims and
litigation cannot be determined.  However, it is not clear whethe r you can disclose an
estimate of the loss or range of  loss for contingencies where th ere is at least a reasonable
possibility of loss.  Please amend your Form S-1 to disclose an estimate of the possible
loss or range of loss in excess of accrual, or a statement that such an estimate cannot be
made.  This comment is also applicable to your disclosure on page F-61.   Refer to ASC
450-20- 50, paragraphs 3-5 for guidance.

Exhibit 5.1

5. We note that the fourth paragraph refers to “Shares”.  This term is not defined in the
opinion.  Please have counsel revise the opi nion to cover “Common Stock”.  We further
note that counsel has not provided an opinion that the Common Stock is validly issued,
fully paid and non-assessable. Please file a revised opinion to address these issues.

After reviewing any amendment to your re gistration statement and the information you
provide in response to these comments, we may have additional comments.
   We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filing to be certain that the filing incl udes the information the Securities Act of 1933 and
all applicable Securities Act rules require.  Since the company and its management are in
possession of all facts relating to a company’s disc losure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

Neil Koehler  Pacific Ethanol, Inc. January 18, 2012   Page 3

 Notwithstanding our comments, in the event you request acceleration of  the effective date
of the pending registration statement please pr ovide a written statement from the company
acknowledging that:

 should the Commission or the staff, acting purs uant to delegated authority, declare the
filing effective, it does not foreclose the Co mmission from taking any action with respect
to the filing;

 the action of the Commission or the staff, acting pursuant to delegated authority, in
declaring the filing effective, does not relieve the company from its full responsibility for
the adequacy and accuracy of the disclosure in the filing; and

 the company may not assert staff comments a nd the declaration of effectiveness as a
defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.  Please refer to Rules 460 and 461 regarding re quests for acceleration.  We will consider a
written request for acceleration of  the effective date of the regi stration statement as confirmation
of the fact that those reques ting acceleration are aware of thei r respective responsibilities under
the Securities Act of 1933 and the Securities Excha nge Act of 1934 as they relate to the proposed
public offering of the securities specified in th e above registration stat ement.  Please allow
adequate time for us to review any amendment prior to the requested effective date of the
registration statement.

Please contact Tracey McKoy at (202) 551-3772  or Terence O’Brien at (202) 551-3355
if you have questions regarding comments on th e financial statements.  You may contact
Chambre Malone at (202) 551-3262 or, in her ab sence, me at (202) 551-3760 with any other
questions.
Sincerely,
   /s/ Pamela Long
Pamela Long  Assistant Director
 Cc: Via E-mail

 Larry Cerutti, Esq.