SecProbe.io

May 7, 2012
 Via E-mail

Christopher Wright General Counsel Pacific Ethanol, Inc. 400 Capital Mall, Suite 2060 Sacramento, California 95814
Re: Pacific Ethanol, Inc.
  Registration Statement on Form S-3
Filed April 13, 2012
  File No. 333-180731

Dear Mr. Wright:
 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.
 After reviewing any amendment to your re gistration statement and the information you
provide in response to these comments, we may have additional comments.

Exhibit Index

1. We note that you have listed the Statement of  Eligibility of Trust ee for both the Senior
Debt Indenture and the Subor dinated Debt Indenture as Exhibits 25.1 and 25.2.  To the
extent that you are relying on Section 305(b )(2) of the Trust Indenture Act of 1939 and
intend to file Form T-1 under electronic form type “305B2,” please confirm this fact and
include in the filing related footnote disclosure.  Please no te that you may not file the
Form T-1 in a post effective amendment to the registration statement or in a Form 8-K that is incorporated by reference into the re gistration statement.  For further guidance,
please see Question 220.01 of the Trust Indenture Act of 1939 Compliance and
Disclosure Interpretations.

Christopher Wright Pacific Ethanol, Inc. May 7, 2012 Page 2

 Exhibit 5.1

2. We note that counsel’s opinion contains assump tions regarding the futu re issuances of the
securities being registered.  Please confir m that you will file an  unqualified opinion each
time a takedown occurs that omits all such assumptions.

3. We note that counsel has included a list of qualifications in the second and third
paragraphs on page five and th e first paragraph on page six of the opinion.  While certain
assumptions and qualifications ar e appropriate, qualif ications that are either overly broad
or whose purpose is unclear are generally impe rmissible.  Please have counsel revise its
opinion to remove all assumptions  or qualifications that are inconsistent with the staff’s
views contained in Section II.B.3 of Staff Legal Bulletin No. 19 (Oct. 14, 2011).  To the
extent counsel wishes to re tain any of the qualifications  listed on pages five and six,
please have counsel provide us with its an alysis as to why su ch qualifications are
necessary for the opinions rendered.

4. We note counsel’s statement on pa ge six that with respect to  its opinions relating to the
enforceability of the Documents, counsel has assumed that the laws of the State of New York are identical in all relevant respects to the laws of the State of California.  Because
the agreements or instruments pursuant to wh ich the Debt Securities, Warrants, and Units
are to be issued will be governed the laws of the State of New York, counsel may not
limit its opinion with respect to such laws.  Please have counsel revise its opinion to
provide an opinion on the laws of the State of New York.

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.
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

Christopher Wright Pacific Ethanol, Inc. May 7, 2012 Page 3

  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.
You may contact Erin Jaskot, Staff Attorney, at (202) 551-34 42, or myself, at (202) 551-
3765 with any questions.
Sincerely,
   /s/ Pamela A. Long
Pamela A. Long  Assistant Director
cc:   Larry A. Cerutti, Esq. ( via E-mail )
 Rutan & Tucker, LLP