SecProbe.io

November 7, 2013

Via E -mail
Mr. Bryon T. McGregor
Chief Financial Officer
Pacific Ethanol , Inc.
400 Capitol Mall , Suite 2060
Sacramento, C A 95814

Re: Pacific Eth anol, Inc.
  Form 10-K
Filed April 1 , 2013
File No. 000-21467

Dear Mr. McGregor :

We have reviewed your response dated October 11, 2013  and have the following
comments.

Please respond to this letter within ten business days 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, please tell us why in your response.

After reviewing the information you prov ide in response to these  comments, we may
have  additional comments.

Form 10 -K for the year ended December 31, 2012

2. Variable Interest Entity, page F -16

1. We have read your response to comment 1 in our letter dated October 3, 2013. We note
that the amount of net sales and net losses attributable to New PE HoldCo account for
only 55% and 43%, respectively, of 2012 net sales and consolidated net loss. Please
explain to us  what  makes up the remaining sales amounts on your statement of
operations.  In this regard, please quantify the amount or percentage of annual sales
attributable to each of the categories listed on page 27, that is: i) all the ethanol produced
by the Pacific Ethanol Plants; ii) all  the ethanol produced by three other ethanol
producers in the Western United States; iii) ethanol purchased from other third -party
suppliers throughout the United States; and iv) ethanol co -products, including WDG, for
the Pacific Ethanol Plants. Please al so quantify the extent of sales in each capacity you
act as merchant, producer and agent.

Mr. Bryon T. McGregor
Pacific Ethanol , Inc.
November 7 , 2013
Page 2

Form 8 -K filed September 17, 2013

2. We note your Form 8 -K discussing the recent forbearance agreement with the Series B
holders. It appears you have entered into a series of these agreements.  Please provide us
draft disclosure, to be included in future filings that addresses the following:
 Provide in chronological order all forbearance agreements in the last 12 months,
and the terms thereof for each;
 For each forbe arance agreement, tell us the date the dividends were paid and
quantify the number of shares issued or the amounts paid;
 To the extent that you did not meet the terms of any of the agreements, disclose
the penalties involved, if any and
 Address the ability  to issue shares and/or pay cash from a liquidity standpoint.  In
other words, ensure you have adequate disclosure regarding the impact these
agreements, payment of dividends and any penalties from not adhering to the
agreement has had or will have on liqu idity.

You may contact Jenn Do at (202) 551-3743 , or me at (202) 551 -3854  if you have
questions regarding comments on the financial statements and related matters.

Sincerely,

 /s/ Melissa N. Rocha

Melissa N. Rocha
Senior Assistant Chief Accountant