SecProbe.io

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                          [LETTERHEAD OF RUTAN & TUCKER, LLP]

                                  October 31, 2005

LARRY A. CERUTTI
Direct Dial: (714) 641-3450
E-mail: lcerutti@rutan.com

VIA FEDEX AND
-------------
EDGAR CORRESPONDENCE
--------------------

Jennifer Hardy, Esq.
Branch Chief
Division of Corporation Finance
Securities and Exchange Commission
Mail Stop 7010
450 Fifth Street, N.W.
Washington, D.C. 20549

         Re: Pacific Ethanol, Inc.
             Registration Statement on Form S-1
             Filed on August 19, 2005
             File No. 333-127714
             -------------------

Dear Ms. Hardy:

         This letter responds to the comments of your letter dated September 20,
2005 relating to Pacific Ethanol, Inc. (the "Company"), a copy of which letter
is enclosed for your convenience.

         The enclosed clean and marked-to-show-changes copies of Amendment No. 1
to the Company's Registration Statement on Form S-1, Reg. No. 333-127714 (the
"Registration Statement") contain revisions that are directly in response to
your comments. We have reproduced below in bold font each of your comments set
forth in your letter of September 20, 2005, together with the Company's
responses in regular font immediately following each reproduced comment. The
Company's responses in this letter correspond to the numbers you placed adjacent
to your comments in your letter of September 20, 2005. We have indicated below
whether the comment has been responded to in the Registration Statement or the
reasons why the Company believes a response is either inapplicable or
inappropriate. The page numbers referenced below correspond to the marked
versions of the documents enclosed herewith.

General
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1.       PLEASE PROVIDE US YOUR ANALYSIS OF WHY THE $21 MILLION PRIVATE
         PLACEMENT TO 63 INVESTORS WAS EXEMPT FROM REGISTRATION UNDER SECTION
         4(2) OF THE SECURITIES ACT.

<PAGE>
Jennifer Hardly, Esq.
October 31, 2005
Page 2

         The $21 million private placement to 63 accredited investors in March
2005 (the "Private Placement") was conducted by Pacific Ethanol California, Inc.
("PEI California"), which is now a wholly-owned subsidiary of the Company. PEI
California became a wholly-owned subsidiary in connection with the March 2005
share exchange transaction that occurred following the Private Placement.

         RULE 506. Rule 506 of Regulation D of the Act provides in relevant
part, that:

                  "Offers and sales of securities by an issuer that satisfy the
                  conditions in paragraph (b) of this [Rule 506] shall be deemed
                  to be transactions not involving any public offering within
                  the meaning of Section 4(2) of the Act."

         Accordingly, if the Private Placement satisfied the conditions in Rule
506(b), it will have been exempt from registration under Section 4(2) of the
Securities Act of 1933, as amended (the "Act").

         RULE 506(b)(1). Rule 506(b)(1) provides, as general conditions, that to
qualify for exemption under Rule 506, offers and sales must satisfy all the
terms and conditions of Rules 501 and 502. Rule 501 provides various definitions
and terms used in Regulation D. Rule 502 provides general conditions to be met
under paragraphs (a)-(d) of that Rule.

         RULE 502(a). Rule 502(a) essentially provides that an offering
occurring within six months of one or more other offerings will be integrated
for purposes of determining whether an exemption under Regulation D exists, and
that all integrated offerings must collectively meet all of the terms and
conditions of Regulation D for any of the offerings to be exempt from the
registration requirements imposed by Section 5 of the Act.

         PEI California engaged in one other offering within six months of the
Private Placement in December 2004. In this offering, PEI California raised,
through a private placement of securities, an aggregate of approximately
$300,000 and issued 103,666 shares of common stock and warrants to purchase an
aggregate of 31,100 shares of common stock. Each of the criteria discussed below
with respect to the Private Placement are also applicable with respect to the
December 2004 private placement, except that no private placement memorandum was
circulated with respect to the December 2004 private placement. More
specifically, each investor in the December 2004 private placement was an
"accredited investor," and the company obtained representations and warranties
to his effect; PEI California did not accomplish the private placement through
any medium of general solicitation or general advertising; PEI California
obtained customary representations and warranties from the investors that they
were acquiring the securities for their own account and not with a view to the
resale or distribution thereof; PEI California made appropriate disclosures to

<PAGE>
Jennifer Hardly, Esq.
October 31, 2005
Page 3

the investors regarding the restricted nature of the securities to be purchased
by those investors and included standard restrictive legends on the securities
acquired by the investors; and the number of investors, while less than 35, was
in any event not relevant as each investor was an "accredited investor."

         Other than the March 2005 offering, PEI California did not engage in
another offering with six months of December 2004.

         RULE 502(b). Rule 502(b) essentially provides for information delivery
requirements to any purchaser that is not an "accredited investor," as defined
in Rule 501(a), if an issuer sells securities under Rules 505 or 506. Rule
502(b) also specifies the type of information to be furnished by the issuer to
the purchasers.

         Each of the 63 investors in the Private Placement was an "accredited
investor," as defined in Rule 501(a). The securities purchase agreement executed
by each investor contained customary and appropriate representations and
warranties from each such investor regarding their status as an "accredited
investor." PEI California also circulated and obtained completed investor
questionnaires from each of the 63 investors further attesting to their status
as an "accredited investor." Accordingly, the information requirements of Rule
502(b) were not applicable to the Private Placement. However, in connection with
the Private Placement, PEI California did prepare and circulate to the investors
a private placement memorandum containing the information otherwise required to
be delivered under Rule 502(b).

         RULE 502(c). Rule 502(c) essentially provides that the manner of
offering by the issuer or any person acting on its behalf shall not be
accomplished through the offer or sale of securities by any form of general
solicitation or general advertising, including, but not limited to, (1) any
communication published in any newspaper, magazine or similar media or broadcast
over television or radio, and (2) any seminar or meeting whose attendees have
been invited by any general solicitation or general advertising.

         PEI California did not accomplish the offer or sale of the securities
sold in the Private Placement through any medium of general solicitation or
general advertising, including the media specifically enumerated in Rule 502(c).

         RULE 502(d). Rule 502(d) essentially provides for various limitations
on resales of securities acquired in a Regulation D exempt offering. Rule 502(d)
provides that purchasers of such securities cannot resell the securities without
registration under the Act or an exemption therefrom. In addition, Rule 502(d)
provides that the issuer shall exercise reasonable care to assure that the
purchasers of the securities are not "underwriters" as defined in Section 2(11)
of the Act, and also provides the manner of demonstrating reasonable care by
enumerating three actions that the issuer should undertake and complete.

<PAGE>
Jennifer Hardly, Esq.
October 31, 2005
Page 4

         PEI California exercised reasonable care to assure that the purchasers
of the securities are not "underwriters" as defined in Section 2(11) of the Act
by, among other things, obtaining customary representations and warranties from
each of the 63 investors in the Private Placement that they were acquiring the
securities for their own account and not with a view to the resale or
distribution thereof. In addition, PEI California disclosed to each such
investor prior to sale that, upon their sale, except as otherwise provided in
the registration rights agreement executed by PEI California and each investor,
such securities would not be registered under the Act and could therefore not be
resold unless they were first registered under the Act or unless an exemption
from registration was available. Finally, PEI California ensured that a legend
on each certificate representing securities and on each warrant to acquire
securities stated that such securities (and warrants) have not been registered
under the Act and further set forth customary and appropriate restrictions on
the transferability and sale of the securities.

         RULE 506(b)(2). Rule 506(b)(2) provides, as a specific condition, that
to qualify for exemption under Rule 506, offers and sales must be limited to no
more than 35 purchasers of securities from the issuer in any offering intended
to be exempt under Rule 506 from the registration requirements of Section 5 of
the Act. The number of purchasers is, however, to be calculated in accordance
with Rule 501(e), which provides that "accredited investors" are not included in
the limited number of 35 purchasers. Rule 506(b)(1) also provides, as an
additional specific condition, that to qualify for exemption under Rule 506,
each purchaser who is not an "accredited investor" be capable of evaluating the
merits and risks of the prospective investment, or the issuer reasonably
believes immediately prior to making any sale that such purchaser comes within
such description.

         As noted above, each of the 63 investors in the Private Placement was
an "accredited investors," as defined in Rule 501(a). The securities purchase
agreement executed by each investor contained customary and appropriate
representations and warranties from each such investor regarding their status as
an "accredited investor." PEI California also circulated and obtained completed
investor questionnaires from each of the 63 investors further attesting to their
status as an "accredited investor."

         Based upon the foregoing, the Company concluded that the Private
Placement was exempt from registration under Section 4(2) of the Act.

Cover
-----

2.       DISCLOSE THE NUMBER OF SHARES THAT UNDERLIE OUTSTANDING WARRANTS.

         The Company has included on the cover page the number of shares of
common stock that underlie outstanding warrants and that are being registered
for resale under the Registration Statement.

<PAGE>
Jennifer Hardly, Esq.
October 31, 2005
Page 5

Summary, page 1
---------------

3.       WE NOTE THAT YOUR OPENING SENTENCE DISCUSSES YOUR OPERATIONS GOAL.
         PLEASE CLARIFY UP FRONT WHETHER OR NOT YOU CURRENTLY PRODUCE ETHANOL
         AND REVISE THIS SECTION TO DISCUSS YOUR CURRENT OPERATIONS PRIOR TO
         YOUR OPERATIONS GOAL. PLEASE REVISE YOUR DISCLOSURE IN MD&A AND
         BUSINESS TO COMPLY WITH THIS COMMENT.

         The Company has revised its disclosure in the Prospectus Summary
commencing on page 2 of the Registration Statement to clarify that the Company
does not currently produce ethanol and to discuss its current and expected
operations prior to its operations goal. In addition, the Company has revised
its disclosures in the MD&A and Business sections commencing on pages 32 and 48,
respectively, of the Registration Statement, to make conforming changes in these
regards.

4.       TO AVOID CONFUSION IN THE SECOND PARAGRAPH, CLARIFY WHO "WE" IS SINCE
         YOU STATE "WE" ENGAGED IN A TRANSACTION WITH PACIFIC ETHANOL, THE
         REGISTRANT. BRIEFLY DISCLOSE WHAT THE BUSINESS OPERATIONS OF ACCESSITY,
         YOUR PREDECESSOR, WERE.

         The Company has revised its disclosure in the Prospectus Summary
commencing on page 2 of the Registration Statement to clarify that the
transaction engaged in by the Company was a transaction with Pacific Ethanol
California, Inc. In addition, the Company has provided additional disclosure in
the Prospectus Summary on page 3 of the Registration Statement regarding the
business operations of Accessity, the Company's predecessor.

5.       PLEASE IDENTIFY AND QUANTIFY ALL OF THE CONSIDERATION GIVEN AND
         RECEIVED IN THE MARCH 2005 SHARE EXCHANGE TRANSACTION.

         The Company has provided additional disclosure in the Prospectus
Summary on page 3 of the Registration Statement to identify and quantify all of
the consideration given and received in connection with the March 2005 share
exchange transaction.

Risk Factors, page 5
--------------------

6.       TO THE EXTENT POSSIBLE, AVOID THE GENERIC CONCLUSION YOU MAKE IN
         CERTAIN OF YOUR RISK FACTORS THAT THE RISK DISCUSSED WOULD ADVERSELY
         AFFECT YOUR BUSINESS AND RESULTS OF OPERATIONS. INSTEAD, PLEASE REPLACE
         THIS LANGUAGE WITH SPECIFIC DISCLOSURE OF HOW YOUR BUSINESS AND RESULTS
         OF OPERATIONS WOULD BE AFFECTED, I.E., DEMAND, SALES, PROFITS,
         REPUTATION, ETC.

         The Company has revised its disclosure in the Risk Factors section
commencing on page 9 of the Registration Statement to avoid generic conclusions
regarding, among other things, that certain of the risks discussed would
adversely affect the Company's business and results of operations. These
conclusions have been replaced with more specific disclosure of how the Company
may be affected by such risk factors.

<PAGE>
Jennifer Hardly, Esq.
October 31, 2005
Page 6

7.       SOME RISK FACTORS INCLUDE LANGUAGE LIKE "WE CANNOT ASSURE" OR "THERE IS
         NO ASSURANCE." SINCE THE RISK FACTORS SHOULD SET FORTH THE POTENTIAL
         RISK AND NOT YOUR INABILITY TO ASSURE OR GUARANTEE, PLEASE REVISE.

         The Company has revised its disclosure in the Risk Factors section
commencing on page 9 of the Registration Statement to exclude language such as
"we cannot assure" or "there can be no assurance" and to include the specific,
potential risk.

8.       IT APPEARS THAT SEVERAL OF YOUR RISK FACTORS DISCLOSE GENERIC RISKS
         THAT COULD APPLY TO ANY ETHANOL COMPANY. ITEM 503(C) OF REGULATION S-K
         PROHIBITS PRESENTING RISKS THAT COULD APPLY TO ANY ISSUER OR ANY
         OFFERING. WE CITE THE FOURTH, FIFTH, SIXTH, EIGHTH, NINTH, ELEVENTH AND
         TWELFTH RISK FACTORS. PLEASE EITHER CLEARLY EXPLAIN HOW EACH OF THESE
         RISK FACTORS APPLIES TO YOUR COMPANY OR DELETE IT.

         The Company has revised its disclosure in the Risk Factors section
commencing on page 9 of the Registration Statement to exclude certain generic
risks that could apply to any issuer or any offering, consistent with Item
503(c) of Regulation S-K. However, the Company believes that certain of the
risks specifically cited in your comment letter are significant and particular
enough to the Company to be included in the Registration Statement. Accordingly,
the Company has revised its disclosure in the Risk Factors section commencing on
page ___ of the Registration Statement to more clearly explain how each of the
included risks applies to the Company.

9.       PLEASE MOVE THE RISK FACTORS REGARDING KINERGY, PEI AND PBI'S BUSINESS
         RISKS TO PRECEDE THE RISKS RELATED TO YOUR COMMON STOCK.

         The Company has revised its disclosure in the Risk Factors section
commencing on page 9 of the Registration Statement to move the risk factors
regarding the business risks of Kinergy and PEI California to precede the risks
related to the Company's common sto