SecProbe.io

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January 13, 2005
Mail Stop 0510
Green Plains Renewable Energy, Inc.
9635 Irvine Bay Court
Las Vegas, NV 89147
Attention: Barry A. Ellsworth
Re: 	Green Plains Renewable Energy, Inc.
Form S-1, filed December 16, 2004
File No. 333-121321
Dear Mr. Ellsworth:
      We have reviewed your filing and have the following
comments.
Where indicated, we think you should revise your document in
response
to these comments.  If you disagree, we will consider your
explanation as to why our comment is inapplicable or a revision is
unnecessary.  Please be as detailed as necessary in your
explanation.
In some of our comments, we may ask you to provide us with
supplemental information so we may better understand your
disclosure.
After reviewing this information, we may or may not raise
additional
comments.
      Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.
Front Cover Page of Registration Statement
1. 	We note that you state that your SIC code number is 2869.  It
appears from our records that your SIC code number is 2860.
Please
ensure that all future filings are filed under the correct SIC
code
number.
2. Please provide the Rule 415 legend as you are registering an
offering on a delayed or continuous basis pursuant to Rule 415
under
the Securities Act.
Front Cover Page of Prospectus
3. We note that you state that the expiration date of your
warrants
is December 31, 2007.  We further note that the form of warrant
filed
as Exhibit 4.1 provides that the expiration date is December 31,
2006.  Please reconcile.
4. 	Please clarify the conditions to completing your offering
here
and, as appropriate, elsewhere in your prospectus.  In this
regard,
we note that the conditions listed on pages 2, 4, 5 and 30 and in
the
form of escrow agreement filed as Exhibit 99.2 are not consistent.
For example, you state here that a condition is your receipt of a
letter of commitment from a lending institution to fund the
construction of your proposed plant, while on page 5 you state
that
the condition is your receipt of a binding written agreement with
a
lender to fund the construction of your proposed plant.  A letter
of
commitment does not appear to be the equivalent of a binding
agreement.
Prospectus Summary, page 1
5. The information in your summary is very detailed and lengthy
and
provides too much information for summary disclosure.  Please
revise
your summary to provide only a brief overview of the most
important
aspects of your business and strategies and try to limit this
information to no more than two pages.  For instance, the diagram
on
page 3 is better suited for disclosure in your Business section.
The Company, page 1
6. Please revise the last sentence of this subsection to delete
the
reference to requesting additional information as all material
information should be included in your prospectus.  In addition,
we
encourage you to disclose your Internet address.  See Item
101(e)(3)
of Regulation S-K.
The Ethanol Industry, page 1
7. Please identify the number of states that are currently phasing
out or have banned the use of MTBE.  In addition, please explain
the
basis for your statement here and on page 36 that other states may
also ban MTBE.
8. We note your citation of the "Renewable Fuels Association."
Please advise us as to what materials or documents from this
association you have relied upon and whether they are the most
recent
materials on the subject by the authors.  With respect to these
materials, please tell us whether they have been made available to
the public, without payment of subscription or similar fees.  Have
any of these materials been published in widely circulated media
of
general interest or among industry participants?  If so, please
tell
us when and where.  Unless these materials have been used in
widely
circulated media of general interest or among industry
participants,
you must either adopt the statements you attribute to them as your
own or file signed and dated consents from each as exhibits to
your
registration statement.

Suitability of Investors, page 4
9. 	Please explain how you intend to establish a public market
for
your common stock once your offering is completed.
Escrow Procedures, page 5
10. 	We note that you state that you will return subscriptions
with
nominal interest.  Please reconcile this statement with the
disclosure on the front cover page of your prospectus and
elsewhere
in your prospectus stating that you will retain all earnings on
amounts held in the escrow account and that investments will be
returned without interest.
Risk Factors, page 6
11. 	We note that this section includes 43 risk factors.  Several
of
your risk factors do not appear to discuss material risks and
should
be removed, relocated later in the filing or revised to address a
specific material risk, as appropriate.  For example, risk factors
13
and 14 discuss the risks if equity and debt financing are not
received.  We do not understand why these matters are material
risks
as subscriptions will be refunded to investors if those conditions
are not met.  See also, for example and without limitation, risk
factors seven, fifteen, eighteen, thirty-two, thirty-four, thirty-
five, thirty-seven and forty-two.  Please reconsider your risk
factors and remove unnecessary risk factor disclosures.
12. 	We note that disclosure under many of your subheadings
repeats
risks described elsewhere in this section.  See, for example and
without limitation, risk factors ten, eighteen, nineteen, twenty-
five, twenty-nine, thirty-one, thirty-nine, forty, forty-two and
forty-three.  Please revise your risk factors accordingly.
Risks Related to the Offering, page 6
13. Please add a risk factor discussing the risk arising from the
possibility that you may not be able to collect on subscriptions
from
investors who paid by promissory note, which could result in a
lack
of funds to either complete the construction of your proposed
plant
or provide ongoing operating capital.
We may not be able to sell the minimum amount..., page 6
14. We note that there are conditions to completing your offering
other than selling the minimum offering amount.  Please revise
this
risk factor to address the risk associated with not satisfying all
of
the conditions to completing your offering.

The sale of the specified minimum is not designed to indicate...,
page 6
15. Please quantify the percent of interest in your company that
your
officers, directors and affiliates are expected to purchase in
your
offering so that an investor may assess the magnitude of the risk.
In addition, please expand your discussion to discuss the
acquisition
of shares in your offering by Fagen.
Risks Related to the Common Stock, page 6
The common stock will be diluted in value..., page 8
16. Please quantify the dilution so that an investor may assess
the
magnitude of the risk.
Risk Related to Ethanol Production, page 14
Our ability to successfully operate is dependent on
availability...,
page 17
17. We note that you have indicated that natural gas prices are
much
higher than the historical average price, for which you have
assumed
for the project.  Please briefly expand your disclosure to include
quantitatively how this will likely impact your plan.
Forward-Looking Statements, page 22
18. Section 27A(b)(2)(D) of the Securities Act and Section
21E(b)(2)(D) of the Exchange Act expressly state that the safe
harbor
for forward-looking statements does not apply to statements made
in
connection with an initial public offering.  Please either delete
any
references to the Litigation Reform Act or make clear, each time
you
refer to the Litigation Reform Act, that the safe harbor does not
apply to initial public offerings.
Estimated Use of Proceeds, page 23
19. We note that you state in footnote (1) to your table that you
estimate your offering expenses to be approximately $250,000.
Please
reconcile this statement with your disclosure under Item 25 on
page
II-1.
20. 	Please expand your disclosure to define what you refer to as
"owner`s costs."
21. 	We note that you state that for purposes of your sources of
funds you have assumed that approximately $3.925 million will be
obtained through tax incentive financing.  Please add disclosure
to
explain the effects under other assumptions.  For example, explain
the effect on your costs based upon raising the minimum and
maximum
offering amounts and not including the tax incentive financing,
unless you have already received notification that it has been
approved, and assuming financing of the remainder from debt.
Please
also provide this disclosure on page 28.
Determination of Offering Price, page 25
22. We note that you have indicated here and on page 8 that your
offering price was determined arbitrarily.  Please provide to us
an
analysis of all equity issuances since inception of your company.
For each issuance:
* identify the parties, including any related parties;
* the nature of the consideration; and
* the fair value and your basis for determining the fair value.
Please indicate whether the fair value was contemporaneous or
retrospective.  In addition, to the extent applicable, please
reconcile the fair values you used for equity issuances to the
fair
value indicated by the anticipated offering price.
Market Price of and Dividends on Common Equity and Related
Stockholder Mattes, page 25
Shares Available for Future Sale, page 25
23. Please provide the quantitative information required by Item
201(a)(2) of Regulation S-K.
Dilution, page 26
24. 	Please revise your disclosure to indicate that the 550,000
shares were issued at an average price of $0.182.
Management`s Discussion and Analysis of Financial Condition and
Results of Operations, page 27
Condition of Records, page 29
25. Please confirm to us that the outside accounting firm you use
to
maintain your books and records is not L.L. Bradford & Company,
LLC.
Liquidity and Capital Resources, page 29
26. We note that you state that you expect to pay near the prime
rate
on your debt.  Please discuss the basis for this statement.

Critical Accounting Policies, page 30
27. We note that you have not included stock-based compensation in
your critical accounting policies.  Based on our question asked
below
under Stockholders` Equity regarding the fair value of your common
stock, please reconsider including a disclosure regarding this in
this subsection.  Please also consider disclosing this in the
summary
of significant policies in your notes to the financial statements.
Business, page 31
28. Please disclose the basis for each of the following
statements:
* the estimates in the introductory paragraph to this section
concerning the amount of ethanol, distillers dried grains and
solubles, and carbon dioxide that will be produced, and the amount
of
corn needed in your production process;
* the statement on page 32 that "approximately 90% of ethanol in
the
United States today is produced from corn because corn produces
large
quantities of carbohydrates that convert into glucose more easily
than most other kinds of biomass;"
* the statement on page 33 that "tests have shown that a thermal
oxidizer, which heats emissions, may destroy up to 99 percent of
the
volatile organic carbon compounds in emissions that cause odor in
the
drying process;"
* the estimate on page 34 concerning corn production in the area
surrounding the Shenandoah site;
* the estimate on page 35 concerning the average price for corn in
Iowa and the areas surrounding the Shenandoah site over the last
ten
years;
* the statement on page 36 that "the competition, while
aggressive,
is not too severe;"
* the statement on page 36 that "the market potential for ethanol
in
the Northeast is estimated at about 1 billion gallons annually;"
* the statement on page 36 that "these States are expected to
consume
an additional 250 million gallons per year;"
* the statement on page 38 that "increasingly stricter EPA
regulations are expected to increase the number of metropolitan
areas
deemed in non-compliance with Clean Air Standards;"
* the statement on page 39 that you "expect to be able to purchase
natural gas at a significant discount to the spot markets at any
given time;" and
* the statement on page 44 that "demand for ethanol could increase
from the current 3.3 billion gallons per year to 5 to 8 billion
gallons per year in 2012."
Ethanol Markets, page 35
Regional Ethanol Markets, page 35
29. Please expand your discussion regarding letters of intent with
regional buyers to clarify whether or not you currently have any
letters of intent with any regional buyers.
National Ethanol Markets, page 36
30. We note that the data comprising the total ethanol consumption
table was compiled as of 1999.  Please either provide more recent
data or delete this table.
General Demand, page 37
31. Please disclose the year as of which the data comprising the
ethanol demand table was compiled.
32. Please disclose when the legislation concerning the methods in
which fuel ethanol use may be required was introduced in Congress
and
the current status of that legislation.
Ethanol Pricing, page 37
33. Please disclose the year as of which the date comprising the
market pricing of ethanol, gasoline and corn table was compiled.
Project Location - Proximity to Markets, page 39
34. We note that you have identified two possible locations for
your
proposed plant in Shenandoah.  Please clarify the process by which
you will acquire or lease the property.  In this regard, we note
that
you indicate that one location involves a 54-acre parcel of land
owned by Shenandoah, but you do not indicate whether you will
acquire
it or lease it, or whether you have an agreement regarding such
sale
or lease.  We further note that the agreements filed as Exhibits
10.1, 10.2 and 10.3 contain acreage descriptions that do not match
your disclosure in this subsection.  Please reconcile.
35. We note that you have two agreements with Alberta A. Bryan to
purchase parcels of land for your proposed plant.  Please discuss
the
material terms of these agreements.  In addition, we note that
each
agreement expires on June 30, 2005.  This expiration date is prior
to
the latest date that you may complete your offering.  Please
reconcile.
36. Please disclose any affiliation between Alberta A. Bryan and
your
company, your officers, directors and affiliates, and Thien Farm
Management.
Utilities, page 39
Natural Gas, page 39
37. Please expand your disclosure to include when you anticipate
the
feasibility study to be completed.
Our Primary Competition, page 41
38. Please revise to balance this discussion by disclosing your
competition`s advantages over you and discussing how this affects
your competitive position within your industry.
39. Please explain how your proximity to ample grain supplies at
favorable prices gives you a competitive advantage when you have
not
entered into agreements with any suppliers and there is no
guarantee
that these supplies will be available for you to purchase.
40. We note that your statements regarding aggregate ethanol
production and the number of ethanol production facilities are not
consistent with your table.  Please reconcile.
41. We note that your table does not identify all ethanol
producers.
Please disclose which producers are not included and the basis for
excluding them.
Operating Ethanol Plants in the State of Iowa, page 44
42. We note that your statement regarding the number of ethanol
production facilities in the State of Iowa is not consistent with
your table in the preceding subsection.  Please reconcile.
Strategic Partners and Development Se