SecProbe.io

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February 9, 2005

Mail Stop 0510

Via U.S. mail and facsimile

Mr. Barry A. Ellsworth
Green Plains Renewable Energy, Inc.
9635 Irvine Bay Court
Las Vegas, NV 89147

Re: 	Green Plains Renewable Energy, Inc.
Form S-1/A, filed February 4, 2005
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.

Risk Factors, page 4
Risks Related to the Company, page 7

1. Please revise to include the deleted risk factor relating your
history of losses.

Our ability to successfully operate is dependent on availability
of
energy and water at anticipated prices, page 14

2. We have read your response to our comment 17.  The disclosure
in
your From S-1 filed on December 16, 2004 indicates that the
historical average price was assumed for the project.  However,
your
response to our comment 17 indicates that the feasibility study
used
current market prices.  Please clarify whether historical or
current
market prices were used in the study.  If historical prices were
used, please expand your disclosure to include quantitatively how
this will likely impact your plan.

Business, page 30
Project Location - Proximity to Markets, page 37

3. 	We note your response to Comment No. 36 from our letter dated
January 13, 2005 in which you state that there are affiliations
between Alberta A. Bryan and your company, your officers,
directors
and affiliates, and Thien Farm Management.  We further note that
your
revised disclosure in the last sentence of the partial paragraph
on
the top of page 38 indicates that there are no such affiliations.
Please reconcile.

The Construction of the Project - Proposed Design-Build Contract,
page 47

4. We note your response to Comment No. 44 from our letter dated
January 13, 2005.  We further note your disclosure in the second
paragraph under the heading "General Terms and Conditions" on page
47.  It appears that Fagen will grant you a license to use its
intellectual property rights.  Please reconcile.  In addition,
please
advise us as to whether any other person or entity holds
intellectual
property rights with respect to your proposed business plan,
whether
relating to the design of an ethanol plant, the equipment used by
an
ethanol plant or the process of producing ethanol, and, if so, how
you will obtain the right to use these intellectual property
rights.

Plan of Distribution, page 61
The Offer, page 61

5. We note your response to Comment No. 57 from our letter dated
January 13, 2005.  Please disclose whether there are any
additional
requirements with respect to the offering of your securities in
the
states you have identified.

6. We note your response to Comment No. 61 and your statement that
Fagen will not be assisting you in effecting transactions.
Please
tell us whether Fagen will help you locate investors or act as a
finder.  If so, please tell us why you believe Fagen is not
required
to register as a broker-dealer under Section 15 of the 1934 Act
because of these activities.

7. We note your disclosure regarding officers who may purchase
shares
in the offering.  Please tell us your analysis for whether these
purchases are permitted under Regulation M of the Exchange Act.

Financial Statements
Report of Independent Registered Public Accountants, page F-1

8. Your auditor`s report does not appear to comply with PCAOB
Standard No. 1.  You auditor`s report indicates that they
conducted
their audit in accordance with "auditing standards of the Public
Company Accounting Oversight Board (United States)" rather than in
accordance with "the standards of the Public Company Accounting
Oversight Board (United States)."  Please obtain from your
auditors a
revised opinion, since there is a distinction between the two
references.  Refer to PCAOB Standard No. 1, Exhibit 2.

9. You have revised your financial statements and notes to the
financial statements to include the recording of $37,500 for
stock-
based compensation.  Please obtain and include in your amended
filing
an updated opinion from your auditors that refers to the
restatement
to record stock-based compensation and the reclassification of the
deposit in your statement of cash flows, along with the footnote
that
discusses each in greater detail.  In doing so, please also obtain
and include an updated consent from your auditors.

Statement of Cash Flows, page F-5

10. We read your response to comment 73.  Please include a
footnote
that discusses the reclassification of your deposits and
reconciles
between the as reported and as restated amounts for your operating
and investing activities in your statement of cash flows.

3.  Stockholders` Equity, page F-7

11. We acknowledge your response to our comment 74.  Although you
have revised your disclosure to include the information in your
response, the prior disclosure was not removed.  Please remove the
second paragraph in this disclosure.  In addition, please include
a
note to the financial statements, which discusses the restatement
relating to the $37,500 in compensation expense discussed in your
response in the manner required by paragraph 37 of APB 20.

Part II - Information Not Required in Prospectus, page II-1
Item 13.  Other Expenses of Issuance and Distribution, page II-1

12. We have read your response to our comment 78.  Please revise
your
table to show separately your costs in connection with the minimum
offering for the securities and costs in connection with the
maximum
offering for the securities.

13. Please tell us why you have eliminated "Miscellaneous fees."

*	*	*	*

      As appropriate, please amend your registration statement in
response to these comments.  You may wish to provide us with
marked
copies of the amendment to expedite our review.  Please furnish a
cover letter that is filed on EDGAR with your amendment that keys
your responses to our comments and provides any requested
supplemental information.  Detailed cover letters greatly
facilitate
our review.  Please understand that we may have additional
comments
after reviewing your amendment and responses to our comments.

      We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision.  Since the company and its management are in
possession of all facts relating to a company`s disclosure, they
are
responsible for the accuracy and adequacy of the disclosures they
have made.

      Notwithstanding our comments, in the event the company
requests
acceleration of the effective date of the pending registration
statement, it should furnish a letter, at the time of such
request,
acknowledging that:

	should the Commission or the staff, acting pursuant to
delegated
authority, declare the filing effective, it does not foreclose the
Commission from taking any action with respect to the filing;

	the action of the Commission or the staff, acting pursuant to
delegated authority, in declaring the filing effective, does not
relieve the company from its full responsibility for the adequacy
and
accuracy of the disclosure in the filing; and

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

      In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in connection with our review of
your
filing or in response to our comments on your filing.

      We will consider a written request for acceleration of the
effective date of the registration statement as a confirmation of
the
fact that those requesting acceleration are aware of their
respective
responsibilities under the Securities Act of 1933 and the
Securities
Exchange Act of 1934 as they relate to the proposed public
offering
of the securities specified in the above registration statement.
We
will act on the request and, pursuant to delegated authority,
grant
acceleration of the effective date.

      We direct your attention to Rules 460 and 461 regarding
requesting acceleration of a registration statement.  Please allow
adequate time after the filing of any amendment for further review
before submitting a request for acceleration.  Please provide this
request at least two business days in advance of the requested
effective date.

      You may contact Meagan Caldwell, Staff Accountant, at (202)
824-5578 or, in her absence, Rufus Decker, Accounting Branch
Chief,
at (202) 942-1774 if you have questions regarding comments on the
financial statements and related matters.  Please contact Andrew
Schoeffler, Staff Attorney, at (202) 824-5612 or, in his absence,
the
undersigned at (202) 942-2864 with any other questions.

Sincerely,

Jennifer Hardy
Branch Chief

cc:	Eric L. Robinson, Esq.
Blackburn & Stoll, LC
257 East 200 South, Suite 800
Salt Lake City, UT 84101
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Mr. Barry A. Ellsworth
February 9, 2005
Page 1 of 5

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-0510

         DIVISION OF
CORPORATION FINANCE

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