SecProbe.io

CORRESP
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    Larry
      A. Cerutti

    Direct
      Dial: (714) 641-3450

    E-mail:
      lcerutti@rutan.com

    June
      15,
      2007

    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. 20549-0404

              Re:

              Pacific
                Ethanol, Inc.

              Registration
                Statement on Form S-3

              File
                No. 333-143617

    Dear
      Ms.
      Hardy:

    This
      letter responds to the comments of your letter dated June 12, 2007 relating
      to
      Pacific Ethanol, Inc. (the “Company”), a copy of which letter is enclosed for
      your convenience.

    We
      have
      reproduced below in bold font each of your comments set forth in your letter
      of
      June 12, 2007, 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
      June 12, 2007.

    General

            1.

              It
                appears that you may not be eligible to incorporate information by
                reference and to use Form S-3, since the Form 8-K dated October 2,
                2006
                was filed late. See Item 3(b) to Form S-3. Please
                advise.

    The
      Company filed a Form 8-K for October 2, 2006 on October 12, 2006 disclosing
      under Item 1.01 its entry into an amendment to a material definitive agreement.
      Indeed, the Form 8-K was filed after the four business day deadline. The missed
      deadline occurred due to inadvertent miscommunication during a period when
      Company management was intensely involved in negotiating a significant
      acquisition transaction that was later consummated on October 17, 2006.

      Jennifer
        Hardy, Esq.

      June
        15,
        2007

      Page
        2

    The
      Company has reviewed Instruction I.A.3(b) to Form S-3, which provides in
      relevant part, that the Company must:

    “[file]
      in a timely manner all reports required to be filed during the twelve calendar
      months and any portion of a month immediately preceding the filing of the
      registration statement, other
      than a report that is required solely pursuant to Item
      1.01,
      1.02,
      2.03, 2.04, 2.05, 2.06, 4.02(a) or 5.02(e) of Form 8-K. . .”

    [Emphasis
      added.]

    The
      Company’s Form 8-K for October 2, 2006 filed on October 12, 2006 was a report
      required to be filed solely pursuant to Item 1.01 of Form 8-K. Accordingly,
      the
      Company believes that it remains eligible to utilize Form S-3 and incorporate
      information by reference.

            2.

              We
                note that you submitted an application for confidential treatment
                of an
                exhibit to your Form 10-Q. We intend to process concurrently the
                application and the registration statement. Before requesting acceleration
                of the registration statement’s effectiveness, you must resolve any issues
                concerning the
                application.

    The
      Company acknowledges that its request for confidential treatment must be
      processed prior to the effectiveness of the registration statement. The Company
      looks forward to the Staff’s processing of its request for confidential
      treatment and will seek to promptly respond to any issues raised by the Staff
      concerning the request.

    We
      trust
      that the foregoing is responsive to your comments in your letter of comments
      dated June 12, 2007. If you have any questions, please call me at (714) 641-3450
      or my partner John T. Bradley, Esq. at (714) 662-4659.

                    Sincerely
      yours,

                    RUTAN
&
TUCKER,
      LLP

/s/
Larry
      A.
      Cerutti

                Larry
      A. Cerutti

    LAC:jtb

    Enclosure

    cc:    Errol
      Sanderson, Esq.

    Christopher
      W. Wright, Esq.

    John
      T.
      Bradley, Esq.