SecProbe.io

CORRESP
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    Larry A. Cerutti

949.622.2710 telephone

949.622.2739 facsimile

larry.cerutti@troutmansanders.com

    TROUTMAN SANDERS LLP

Attorneys at Law

5 Park Plaza, Suite 1400

Irvine, CA 92614-2545

949.622.2700 telephone

troutmansanders.com

April 2, 2015

via edgar correspondence
and FEDEX

Ms. Pamela Long

Assistant Director

Division of Corporation Finance

Securities and Exchange Commission

100 F Street, NE

Washington, D.C. 20549

    Re:

        Pacific Ethanol, Inc.

        Registration Statement
        on Form S-4

        Filed February
        4, 2015

        File
No. 333-201879

Dear Ms. Long:

This letter responds
to the comments of your letter dated March 3, 2015 relating to Pacific Ethanol, Inc. (the “Company”).

The enclosed clean
and marked-to-show-changes copies of Form S-4/A (Amendment No. 1 to Form S-4), Reg. No. 333-201879 (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, together with responses in regular font immediately following each reproduced comment.
The page numbers referenced below correspond to the marked versions of the Registration Statement enclosed herewith. The responses
in this letter correspond to the numbers you placed adjacent to the comments in your letter (we note that there are two comments
numbered as comment 35).

General

 1. Please provide us with copies of all materials prepared by the financial advisors and shared
with the boards of directors and their representatives. This includes copies of the board books and all transcripts and video presentations.

Enclosed with this comment letter
(mailed via FEDEX) are copies of all materials (i) prepared by the Company’s financial advisor, Craig- Hallum Capital Group
LLC (Craig-Hallum”), and shared with the board of directors of the Company (the “Pacific Ethanol Board”) and
its representatives and (ii) prepared by RPA Advisors, LLC (“RPA”), the due diligence advisor to Aventine Renewable
Energy Holdings, Inc. (“Aventine”), and shared with the board of directors of Aventine(the “Aventine Board”)
and its representatives. The materials are comprised of the following:

Atlanta   BEIJING   Chicago   Hong
Kong   New York   Norfolk   Orange County   Portland

Raleigh   Richmond   San Diego   Shanghai   Tysons Corner   Virginia
Beach   Washington, DC

Securities and Exchange Commission

April 2, 2015

Page 2

Pacific Ethanol

 · PowerPoint presentations dated December 24, 2014 and December 29, 2014 prepared by Craig-Hallum.

 · Opinion Letter dated December 29, 2014 prepared by Craig-Hallum.

Aventine

 · PowerPoint presentation dated December 30, 2014 prepared by RPA.

The written confidential presentation
materials prepared by Duff & Phelps LLC (“Duff & Phelps”), in its role as financial advisor to Aventine, including
the Aventine Board books prepared by Duff & Phelps and presented to the Aventine Board, are being provided to the Staff by
Jones Day, as counsel to Duff & Phelps, under separate cover on a confidential and supplemental basis pursuant to Rule 418
of the Securities Act of 1933, as amended and Rule 12b-4 under the Securities Exchange Act of 1934, as amended. In accordance with
such Rules, such materials are being provided together with a request that these materials be returned promptly following completion
of the Staff’s review thereof. Such materials are not, and will not be filed with or deemed to be part of the Registration
Statement, including any amendments thereto. By separate letter, a request for confidential treatment of these materials pursuant
to the provisions of 17.C.F.R. §200.83 has been made.

 2. Please note that all exhibits and appendices are subject to our review. Accordingly, please
file or submit all of your exhibits with your next amendment or as soon as possible. Please note that we may have comments on these
exhibits once they are filed, as well as the related disclosure in the filing. Please understand that we will need adequate time
to review these materials before accelerating effectiveness.

The following previously omitted
exhibits and appendices are included as Exhibits to the Registration Statement:

Exhibit 2.2 – Amendment
No. 1 to Agreement and Plan of Merger

Exhibit 8.1 – Opinion of Troutman
Sanders LLP

Exhibit 8.2 – Opinion of Akin
Gump Strauss Hauer & Feld LLP

Exhibit 23.5 – Consent of Akin
Gump Strauss Hauer & Feld LLP

Exhibit 99.1 – Form of Proxy
Card of Pacific Ethanol, Inc.

Exhibit 99.2 – Form of Proxy
Card of Aventine Renewable Energy Holdings, Inc.

Exhibit 99.7 – List of Companies
Included in Hay Group Survey Data

The Company does not believe any additional
materials are required to be filed as Exhibits to the Registration Statement.

Securities and Exchange Commission

April 2, 2015

Page 3

Prospectus’ Outside Cover Page

 3. Please revise your descriptions of the merger to describe the transaction in clear, plain English.
Please state simply that Pacific Ethanol will acquire Aventine through a merger.

The Company has revised the
description of the merger on the Outside Cover Page of the joint proxy statement/prospectus contained in the Registration Statement
(the “Joint Proxy Statement/Prospectus”) and elsewhere throughout the Joint Proxy Statement/Prospectus to describe
the transaction in clear, plain English and to state that the Company will acquire Aventine through a merger.

 4. Because this letter to shareholders also serves as soliciting material, strive for a balanced presentation. Where you include
the boards’ recommendation here and elsewhere, disclose with equal prominence that board members will directly benefit from
the merger. In particular we note that Aventine board members have interests in the merger beyond those of most shareholders.

Disclosure regarding the recommendation
of the Aventine Board on the Outside Cover Page of the Joint Proxy Statement/Prospectus and elsewhere throughout the Joint Proxy
Statement/Prospectus has been revised to include disclosure regarding the interests in the merger of members of the Aventine Board
beyond those of most of Aventine’s stockholders. The Company notes that members of the Pacific Ethanol Board will not directly
benefit from the merger beyond benefiting in their capacity as stockholders of the Company.

 5. In addition to stating that the stockholders of Pacific Ethanol will continue to own their
existing shares and the rights and privileges of their existing shares will not be affected by the merger, please disclose that
they will experience dilution from the issuance of shares in this merger. Please revise the disclosure on page 2 under the heading
“Q: What will Aventine stockholders receive in the merger for their shares?” as well.

The Company has revised the
disclosure on the Outside Cover Page of the Joint Proxy Statement/Prospectus, under the heading “Q: What will Aventine stockholders
receive in the merger for their shares?” on page 18 of the Joint Proxy Statement/Prospectus and elsewhere in the Joint
Proxy Statement/Prospectus to disclose that the Company’s stockholders will experience dilution in the amount of 42% as a
result of the issuance of shares in the merger.

Securities and Exchange Commission

April 2, 2015

Page 4

Additional Information

 6. In addition to specifying the date by which stockholders must request copies of documents incorporated
by reference into the proxy statement/prospectus, please disclose that to obtain timely delivery of such information, stockholders
must request the information no later than five business days before the date they must make their investment decision. See
Item 2 of Form S-4.

The Company has revised the
disclosure on the Outside Cover Page of the Joint Proxy Statement/Prospectus to disclose that to obtain timely delivery of copies
of documents incorporated by reference into the Joint Proxy Statement/Prospectus, stockholders must request the information no
later than five business days before the date of the meeting (i.e., the date that the stockholders will make their investment decision).

Questions and Answers About The Merger, page
1

Q: Why is Pacific Ethanol asking to amend
its Certificate of Incorporation to create a class of non-voting common stock?, page 5

 7. Here and elsewhere in the prospectus as appropriate, please disclose the reason for structuring
the merger consideration to include non-voting stock.

The disclosure in the “Questions
and Answers About the Merger” section under the heading “Q: Why is Pacific Ethanol asking to amend its Certificate
of Incorporation to create a class of non-voting common stock?” on page 21 of the Joint Proxy Statement/Prospectus
and in the “Merger Consideration” sections on page 196 and page 251 in the Joint Proxy Statement/Prospectus
has been expanded to disclose the reason for structuring the merger consideration to include non-voting common stock.

Q. Will the merger be taxable to stockholders
of Aventine?, page 6

 8. We note your disclosure that in order to maintain the tax free treatment of the merger, Pacific Ethanol is limited in the
amount of non-voting common stock that may be issued. Please expand your disclosure to include more information regarding the limit
of non-voting common stock that may be issued.

The disclosure in the “Questions
and Answers About the Merger” section under the heading “Q. Will the merger be taxable to stockholders of Aventine?”
on page 22 of the Joint Proxy Statement/Prospectus and elsewhere in the Joint Proxy Statement/Prospectus has been expanded
to include additional information regarding the limit on the amount of non-voting common stock that may be issued.

Securities and Exchange Commission

April 2, 2015

Page 5

Q: Does Aventine’s board of directors recommend
that Aventine stockholders adopt the merger agreement and the transactions contemplated thereby? , page 8

 9. Please disclose the aggregate value of the interests that Aventine’s board has in this merger.

Disclosure has been added on page
228 of the Joint Proxy Statement/Prospectus to clarify that in connection with the merger, the Aventine Board will receive
indemnification for acts or omissions occurring prior to the effective time of the merger. The merger agreement also provides that,
prior to the effective time of the merger, Aventine will purchase “tail” officers’ and directors’ liability
insurance policies on terms and conditions reasonably comparable to Aventine’s existing directors’ and officers’
liability insurance. Aventine has represented to the Company that although the Aventine Board has the interests described above,
no member of the Aventine Board has any equity interest or equivalent in Aventine capital stock.

Q: Are there any Pacific Ethanol or Aventine
stockholders already committed to vote in favor of the merger-related proposals?

 10. Please disclose the number of stockholders Pacific Ethanol entered voting agreements with.

The Company has revised the disclosure
in the “Questions and Answers About the Merger” section under the heading “Q: Are there any Pacific Ethanol or
Aventine stockholders already committed to vote in favor of the merger-related proposals?” on page 22 of the Joint
Proxy Statement/Prospectus and elsewhere in the Joint Proxy Statement/Prospectus to disclose the number of Aventine stockholders
that the Company has entered into voting agreements with.

Summary, page 14

Conditions to Completion of the Merger, page
24

 11. Please discuss the $10 price condition here and place the likelihood of meeting this condition in context by discussing
Pacific Ethanol’s most recent prices. We note the first risk factor.

The
Company and Aventine have entered into Amendment No. 1 to Agreement and Plan of Merger dated March 31, 2015
(the “Amendment”), which Amendment, among other things, eliminates the $10 price condition. Accordingly, the
Company has revised the disclosure in the Joint Proxy Statement/Prospectus to provide a summary of the terms of the Amendment
in the “Background of the Merger” section on page 215 of the Joint Proxy Statement/Prospectus” and
to remove previous disclosure regarding the $10 price condition throughout the Joint Proxy Statement/Prospectus. The
Amendment has been filed as Exhibit 2.2 to the Registration Statement.

Securities and Exchange Commission

April 2, 2015

Page 6

Stockholders Agreements, page 26

 12. Please fully explain the drag-along requirement.

The disclosure in the “Summary”
section under the heading “Stockholder Agreements” on page 39 of the Joint Proxy Statement/Prospectus has been
expanded to fully discuss the drag-along requirement contained in the Aventine Stockholders Agreement.

Aventine Forward-Looking Financial Information,
page 22

 13. Please disclose why Aventine did not provide projections for the combined company.

Aventine has represented to the Company
that Aventine did not prepare financial projections for the combined company in connection with the financial analysis of the merger
undertaken by Aventine. Aventine has represented to the Company that the Aventine Board did not review or consider any financial
projections for the combined company as part of its deliberation process to approve the merger. Aventine has further represented
to the Company that the Aventine Board reviewed and considered the stand-alone financial projections of Aventine and Pacific Ethanol
in connection with its deliberation process. These stand-alone projections have been disclosed in the section titled “Summary—Forward-Looking
Financial Information—Aventine Forward-Looking Financial Information” on page 35. Further, Aventine has represented
to the Company that the Aventine Board considered a number of additional factors with respect to the approval of the merger, which
can be found in the Joint Proxy Statement/Prospectus, in the section titled “The Proposed Merger—Recommendation of
the Aventine Board and its Reasons for the Merger” on page 228. Aventine has represented to the Company that these
factors include, without limitation, the belief of Aventine’s management of the combined company’s stronger balance
sheet, enhanced liquidity, more diverse geographical footprint, expected cost synergies, enhanced potential to pursue strategic
initiatives, the tax-free nature of this transaction, the enhanced liquidity of Pacific Ethanol’s publicly-traded common
stock, a fixed exchange ratio, a floor share price as a condition to closing and Aventine’s right to pursue unsolicited superior
takeover proposals.

In addition, Aventine has represented
to the Company that neither RPA Advisors, who assisted Aventine with financial due diligence in connection with the merger, nor
Duff & Phelps LLC, Aventine’s financial advisor who provided the fairness opinion to the Aventine Board, prepared, reviewed,
considered or were provided any financial projections for the combined company.

Securities and Exchange Commission

April 2, 2015

Page 7

Shares beneficially Owned by Directors and Executive
Officers of Pacific Ethanol and Aventine, page 26

 14. Please expand your disclosure to include the vote required for approval of the merger. See Item 3(h) of Form S-4.

The Company has expanded the disclosure
in the “Summary” section under the heading “Shares beneficially Owned by Directors and Executive Officers of
Pacific Ethanol and Aventine” on page 39 of Joint Proxy Statement/Prospectus to include the vote required for approval
of the merger by the Company’s stockholders. Aventine’s directors and executive officers do not beneficially own any
shares of Aventine common stock.

The issuance of shares of Pacific Ethanol common
stock and non-voting common stock to Aventine stockholders in the merger will substantially dilute the interest in Pacific Ethanol
held by Pacific Ethanol stockholders prior to the merger, page 33

 15. Please quantify to the extent possible the level dil