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CORRESP
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    pacethanol_corresp-100709.htm

      Larry
A. Cerutti

      Direct
Dial: (714) 641-3450

      E-mail:
lcerutti@rutan.com

      October
7, 2009

    VIA FEDEX AND

    EDGAR
CORRESPONDENCE

              Terence O’Brien

              Accounting
      Branch Chief

              Division
      of Corporation Finance

              Securities
      and Exchange Commission

              1
      Station Place, N.E., Stop 4631

              Washington,
      D.C.  20549

              Re:

                Pacific Ethanol, Inc.

                Form
      10-K for the Fiscal Year Ended December 31, 2008

                Filed
      March 31, 2009

                Form
      10-K/A for the Fiscal Year Ended December 31, 2008

                Filed
      April 22, 2009

                File
      No.
      000-21467

    Dear Mr. O’Brien:

    This letter responds to the comments of your letter dated September
28, 2009 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 September 28, 2009, together
with the Company’s responses in regular font immediately following each
reproduced comment. The Company’s headings and numbered responses in this letter
correspond to the headings and numbered comments you included in your letter of
September 28, 2009. Also enclosed with this letter is a letter from the Company
containing the “tandy” representations.

    Form 10-K for the Fiscal
Year Ended December 31, 2008

    Item 15. Exhibits, Financial
Statement Schedules, page 57

              1.

              We
      note that you have not filed the exhibits and schedules to the Credit
      Agreement dated February 27, 2007 (Exhibit 10.73), and the exhibits (other
      than Exhibit A) and schedules to the Debtor-In-Possession Credit Agreement
      dated as of May 19, 2009 (Exhibit 10.4 to the quarterly report on Form
      10-Q for the period ended June 30, 2009). Please advise. Refer to Item
      601(b)(10) of Regulation S-K. Otherwise, please file complete copies of
      these material agreements with your next Exchange Act
    report.

    The
Company will file complete copies of these material agreements with its next
Exchange Act report.

      Terrence
O’Brien.

      October
7, 2009

      Page
2

              2.

              In
      addition, it appears that a number of exhibits and agreements that you
      have filed are not the final executed versions. As an example, we note
      Exhibits 10.41 and 10.85. Please ensure that in future filings you will
      file final versions of your material documents and
    agreements.

    The
Company will review its exhibits and agreements to ensure that final versions of
its material documents and agreements are filed.  Where appropriate,
the Company will include final versions in future filings.

    Form 10-K/A for the Fiscal
Year Ended December 31, 2008

    Compensation Discussion and
Analysis, page 7

    2009 Compensation Philosophy
and Objectives, page 8

              3.

              We
      note your disclosure at the top of page 9 regarding your competitive
      market analysis of executive compensation. Based on your current
      disclosure, it appears that you benchmark  your compensation,
      which would required disclosure in accordance with Item 402(b)(2)(xiv) of
      Regulation S-K. Question 118.05 of Regulation S-K Compliance and
      Disclosure Interpretations, which are available on our website at http://www.sec.gov/divsions/corpfin/guidance/regs-kinterp.htm,
      provides further guidance on when a registrant must identify the benchmark
      in the filing. In future filings please make the appropriate disclosures,
      including also your benchmarking components (such as the peer group of
      companies). Reference such as the use of “proxy statements for
      publicly-traded companies within the ethanol industry” are generic and
      ambiguous.

    The
Company will more fully explain in future filings its benchmarking process for
executive compensation.

    Equity Incentive
Compensation, page 10

              4.

              In
      future filings, please disclose in more detail the factors taken in
      consideration by the compensation committee in determining the number of
      shares of restricted stock granted to each named executive officer in
      April 8, 2008. Your discussion should provide a comprehensive analysis of
      the substance of the compensation committee’s
  decision.

    The
Company will provide in future filings greater detail concerning the factors
used in determining the number of shares of restricted stock granted to each
named executive officer on April 8, 2008.

      Terrence
O’Brien.

      October
7, 2009

      Page
3

    Summary Compensation Table,
page 13

              5.

              We
      note footnote (7) disclosure to the Summary Compensation Table. Please
      note that in accordance with Item 402(c)(2)(ix) of Regulation S-K and
      pursuant to Instruction 4 of such item, to the extent that the amount of
      perquisites and personal benefits exceeds the greater of $25,000 or 10% of
      the total amount of perquisites and personal benefits, these perquisites
      and personal benefits must be quantified and disclosed in a footnote to
      the “All Other Compensation” column. To the extent applicable, in your
      future filings please make the necessary changes to comply with these
      disclosure requirements.

    The
Company will in future filings, to the extent applicable, make any necessary
changes to comply with the foregoing disclosure requirements.

    Compensation of Directors,
page 18

    Equity Compensation, page
19

              6.

              In
      accordance with Item 402(k)(3) of Regulation S-K, in future filings please
      disclose the material factors upon which the compensation committee
      determined the value and/or the size of the equity awards made to the
      non-employee directors.

    The
Company will disclose in future filings the material factors upon which the
compensation committee determined the value and/or the size of the equity awards
made to the non-employee directors.

    We trust
that the foregoing is responsive to your comments in your letter of comments
dated September 28, 2009. 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

    Enclosures

    cc:           Tracey
McKoy, Esq. (w/encl.)

    Neil M.
Koehler (w/o encl.)

    Christopher
W. Wright, Esq. (w/encl.)

      October
7, 2009

      VIA
FACSIMILE AND

      EDGAR
CORRESPONDENCE

      Securities
and Exchange Commission

      1 Station
Place, N.E., Stop 4631

      Washington,
D.C. 20549

                Re:

                Pacific Ethanol,
      Inc.

      Ladies
and Gentlemen:

      Reference
is hereby made to your letter dated September 29,
2009 relating to Pacific Ethanol, Inc. (the
"Company"). The Company hereby acknowledges that:

                ●

                the Company is
      responsible for the adequacy and accuracy of the disclosure in its
      filings;

                ●

                staff
      comments or changes to disclosure in response to staff comments in the
      filings
      reviewed by the staff do not foreclose the Securities and Exchange
      Commission
      from taking any action with respect to the filing;
  and

                ●

                the
      Company may not assert staff comments as a defense in any proceeding
      initiated
      by the Securities and Exchange Commission or any person under the
      federal
      securities laws of the United
States.

      Very
truly yours,

      PACIFIC
ETHANOL, INC.

                  By:
      /s/ Neil M.
      Koehler

      Neil M. Koehler, Chief Executive Officer

                  OFFICE:
      916.403.2123

                  400
      CAPITOL MALL, STE 2060

                  SACRAMENTO,
      CA 95814

                  www.pacificethanol.net