SecProbe.io

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

       DIVISION OF
CORPORATION FINANCE
      July 21, 2008

Mail Stop 7010

Via U.S. mail

Wayne B. Hoovestol
President and Chief Executive Officer
Green Plains Renewable Energy, Inc.
105 N. 31st Avenue, Suite 103
Omaha, Nebraska 68131

Re: Green Plains Renewable Energy, Inc.
 Registration Statement on Form S-4
 Filed on June 24, 2008
 File No.:  333-151900

Dear Mr. Hoovestol:

We have reviewed your filing and have the following comments.  Where
indicated, we think you should re vise your documents 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 deta iled as necessary in your explanation.  In
some of our comments, we may ask you to provi de us with information so we may better
understand your disclosure.  After reviewing th is information, we may raise additional
comments.

 Please understand that the purpose of our re view 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 any other aspect of our
review.  Feel free to call us at the telephone numbers listed at the end of this letter.

General

1. Please provide us supplementally with copies of all materials prepared by
your financial advisor and shared wi th the board of directors and its
representatives.  In particular, please provide us with copies of the board
books and all transcripts, summaries and video presentation materials.  We may have further comments afte r we review these materials.

2. Please provide us supplementally with all financial information including
financial forecasts relating to perfor mance prepared by GPRE, VBV or their

Wayne B. Hoovestol
Green Plains Renewable Energy, Inc.
July 21, 2008
Page 2

financial advisors or affiliates and given or made available to the other party
or its representatives.

3. We note that information is omitted throughout the registration statement that is not Rule 430A information.  To the extent practicable, complete the
information before amending the registration statement.

4. Please ensure that the financial st atements and corresponding financial
information included comply with  Rule 3-12 of Regulation S-X.

5. We note that you filed a current re port on Form 8-K on July 10, 2008
regarding the completion of the first grind at the Superior plant.  Please revise
the registration statement to reflect the start-up of the Superior plant’s
operations.

6. If you choose a shortened name or abbreviation, ensure its meaning is clear from the context.  For example, the use of the acronyms “GLC”, “GPGC” and
“GPG” is confusing and most of the ti me it is difficult to understand which
entity the acronyms reference.  Please re fer to Rule 421(b) of the Securities
Act of 1933.  Further, clarify in the filing which entities are implied by the use of the defined term “Companies.”

7. We note that some of the comments we raise below also relate to other parts of the proxy statement/prospectus.  Please make conforming changes to other sections of the filing.

Shareholders’ Letter

8. The purpose of the letter is to provide the voting shareholders with a simple
and a clear explanation of the contemplat ed mergers.  Given the complexity of
the structure of the proposed transacti on and the various parties involved, the
lack of plain English disclosures make s your current disclosure quite dense
and difficult to understand.

• In accordance with Rule 421 of th e Securities Act of 1933 and Rule
14a-5(a) of the Exchange Act of 1934, please revise your disclosure to
describe the proposed transact ion in plain English.
• Since you estimate that, immediatel y after the completion of the
mergers and the Stock Purchase, the former VBV, EGP and IBE unit
holders will own approximately 68.3%  of the outstanding shares of
GPRE common stock, and GPRE will be a minority stakeholder of
EGP and IBE, please clarify that the VBV merger would constitute a
change in control for GPRE, with a significantly dilutive effect on the
existing GPRE shareholders.

Wayne B. Hoovestol
Green Plains Renewable Energy, Inc.
July 21, 2008
Page 3

• Prominently disclose that the exchange ratio is fixed and cannot be
adjusted regardless of GPRE stoc k price changes, or otherwise.
Further, please disclose the value of the Collective Consideration based on the fixed exchange ratio at the time of the signing of the
merger agreements and as of the most recent practicable date.
• Clarify that the Stock Purchase is  an unregistered sale of GPRE
securities done on a private placement basis.
9. Please indicate the percentage of GP RE shareholders that have already
indicated support for the merger.  If passage is assured, please clearly
disclose.  Further indicate whether a simple majority must be achieved.
10. Please disclose the tax consequences to shareholders on the cover of your
proxy statement/prospectus.  It is uncl ear from your disclosures whether the
VBV merger is supposed to be a tax-free  reorganization pursuant to Section
368(a) of the Internal Revenue Code of 1986.
• If the VBV merger is intended to be a tax-free reorganization, that is
deemed to be a material tax consequence and you must provide an opinion of counsel or that of an  independent public or certified
accountant.  Please disclose and identify the counsel or CPA who is rendering the opinion at each place in the prospectus where you
discuss the tax consequences and disc lose what their opinion is, i.e.,
that the merger will be a tax-fr ee reorganization. Please delete all
statements that “you intend” for the merger to be treated as a
reorganization.  Please file the opi nion as an exhibit in accordance
with Item 601(b)(8) of Regulation S-K.
• Please include appropriate risk factor  disclosure disclosing what will
happen in the event that the VBV me rger does not qualify as a Section
368(a) reorganization.
• Your “Material U.S. Federal In come Tax Consequences of the
Mergers” discussion on page 64 shou ld not be limited only to the
Subsidiary Holders, but to all Ho lders.  Please revise the first
paragraph of your disclosure accordingly.

Questions and Answers, page 1

11. To the extent that you ask a question, your answers should actually respond to
that question.  For example, when you ask “Why am I receiving this proxy
statement/prospectus?” your answer should respond to  the question directly
and not provide a long explanation of the structure of the merger, then the actions which the shareholders have  to vote upon, and then address the
question itself.

Wayne B. Hoovestol
Green Plains Renewable Energy, Inc.
July 21, 2008
Page 4

• Please consider revising the order of  the questions and answers by first
addressing questions related to the mergers by characterizing the
nature of the mergers (i.e. acquisition by VBV, merger of equals, ect.),
including without limitations, questio ns related to why the company’s
board is proposing the mergers, wh at the VBV merger consideration
is, the effect that the mergers will have on the existing stockholders of
GPRE, and then addressing questions related to why the shareholders
are receiving the proxy statement/prospectus.

• Further, to make the questions  and answers portion of the proxy
statement/prospectus effective in improving the shareholders’ understanding of the contemplated transactions, each question should
address only one aspect of the cont emplated transaction.  For example,
the question “What will happen in th e Mergers; what is the Stock
Purchase?” should be broken in two different descriptive questions,
each addressing the two issues separately.

12. Please consider adding questions and an swers regarding the conditions that
are required to be fulfilled to complete the mergers, what constitutes a quorum for purposes of the special meeting of the shareholders and when the mergers
will become effective (for example whet her a merger certificate would have to
be filed with the appropriate state agency).

Questions and Answers about the Special Meeting of GPRE Sh areholders, page 4

What will be voted on at the special meeting?, page 4
13. We note that approval of the mergers, and in particular the VBV merger, is
not listed as one of the proposals that the GPPRE shareholders would have to
vote upon.  Since the VBV merger constitutes a change in control for GPRE, please confirm that no shareholder vote  is required for the approval of the
mergers, or to the contrary, revise your disclosures accordingly.

14. Please expand your disclosure of the second proposal by identifying the
provisions of the amended and restated ar ticles of incorporation that are being
amended.

Can I revoke my proxy or change my vot e even after return ing a proxy card?,
page 5

15. Please clarify in your disclosure that either the notice of revocation or a
validly issued later-dated proxy, as the case may be, must be received before
the date of the special meeting .

Wayne B. Hoovestol
Green Plains Renewable Energy, Inc.
July 21, 2008
Page 5

What GPRE shareholder a pprovals are needed to complete the Mergers?,
page 6
16. Please clarify that the issuance of  17,139,000 shares of GPRE common stock
in the mergers and the Stock Purchase require the affirmative vote of a
majority of the shares ca st a the special meeting when a quorum is present .

Summary, page 7

17. In accordance with Rule 421 of the S ecurities Act of 1933 and Rule 14a-5(a)
of the Exchange Act of 1934, please re vise your disclosure to include a
graphical presentation of the contemplat ed transaction, iden tifying all of the
relationships among the pa rties to the mergers.

The Companies, page 7
VBV LLC, page 7

18. Please disclose that VBV has no other operations and is a holding company for its subsidiaries if true.

Conditions to Completion of the Mergers, page 9

19. Please discuss here the amendment a nd restatement of your articles of
incorporation and amendment to the bylaws.  We note your discussion on
page 46 regarding Proposal No.2.

20. Please briefly describe the facts under which you may waive the conditions to
the mergers, and any circumstances under which you would re-solicit shareholders’ votes.

Management After the Mergers, page 10

21. Clarify whether the management of VBV,  EGP and IBE will remain the same
post mergers.

Regulatory Approvals, page 12

22. Please update your disclosure here c oncerning the expiration of the waiting
period under Hart-Scott-Rodino.

Restrictions on the Ability to Sell GPRE Common Stock, page 12

23. Since the shares issuable pursuant to this registration statement are freely
transferable subject to th e applicable rules governing shares held by affiliates

Wayne B. Hoovestol
Green Plains Renewable Energy, Inc.
July 21, 2008
Page 6

and any existing contractual obligations restricting the transferability of the
shares, it is unclear what is intended by the first sentence of this section.
Please explain or otherwise revise your disclosure to accurately describe the
transferability of the shares  issued after the effectiv eness of this registration
statement.

24. Please clarify that your disclosure at th e end of the second paragraph relates to
the $60 million share purchase by the Bioverda entities.

Comparative Per Share Data, page 14

25. Please advise why the pro forma basic and diluted earnings (loss) per share
amounts for the year ended March 31 , 2008 for Green Plains Renewable
Energy, Inc. presented in the table on page 15 are not the same as the amounts
reported on the pro forma statement of operations on page 88.  In a similar manner, it does not appear that the pro forma book value per share amount is calculated based on the amounts reporte d on the pro forma balance sheet.
Please advise or revise as necessary.

26. Your disclosures on page F-56 indicate  that VBV LLC had 1,000 units issued.
In light of this, please help us unde rstand how you arrived at the historical
basic and diluted earnings (loss) per share amount of ($3,520.11).

27. Given the pro forma basic and diluted ear nings per share amounts for the year
ended March 31, 2008 of $0.05 and the exchange ratio of 7,498.369, it is not clear how you are arriving at  the equivalent pro forma per share amount of
$(475.13).  Please disclose the calculations used to arrive at the equivalent pro
forma per share amounts pursuant to Item 3(f) of Part I.A. of the Form S-4.

28. Please disclose that you ar e using an exchange rati o which does not include
the impact of the 3,373,103 shares of Gr een Plains Renewable Energy, Inc.
common stock issued to owners of th e minority interests in Indiana Bio-
Energy, LLC and Ethanol Grain Processors, LLC.

GPRE Market Price and Dividend Information, page 15

29. Please identify the date of the end of each quarter for which you are providing market price information.

Risk Factors, page 17

30. Each risk factor should address a di stinct material risk which should be
adequately described in the subheadi ng of each risk factor.  We note the
following as examples:

Wayne B. Hoovestol
Green Plains Renewable Energy, Inc.
July 21, 2008
Page 7

• It is not clear how disclo sure in the second risk factor on page 17 and the
first risk factor on page 21 is responsive to each descriptive subheading.
Further, your disclosure in the first bullet point of the risk factor “GPRE recently acquired GPG …” on page 27 is quite convoluted and unclear
about the risk that you are tryi ng to convey to the investors.
• In the first risk factor on page 17, your disclosure does not quite address
the reasons why change of the board composition may significantly impact the future operations of the combined company.  Your disclosure in the last paragraph of “The Companies’ business success is dependent on unproven management …” on page 23 addr esses the risk more directly.
• Risk factor disclosure should be co ncise and avoid lengthy discussions
about the factors surroundi ng the risk.  Disclosure  about the business of
GPRE, VBV, EGP and IBE should be c overed in the appropriate business
sections of the proxy statement/prospect us.  We note that your disclosure
in the risk factor “GPRE recently  acquired GPG …” on page 27 in
addition to being lengthy, it does not address the risks related to
integration of GPG’s business into that  of GPRE’s, but it rather focuses on
the risks related to GPG’s business.
Please revise your risk factors to th e extent necessary to improve the
effectiveness of your disclosure, focus on individual risks and remove redundant disclosure.

The Special Meeting of GPRE Shareholders, page 44
Expenses and Methods of Solicitation, page 45

31. If Broadridge will act as a proxy solicitor on GPRE’s behalf, please make appropriate disclosures in the proxy st atement/prospectus in accordance with
Item 4(a)(3) of Schedule 14A.  We note that in your proxy card (Exhibit 99.1)
the proxies may be mailed to the attention of Broadridge.

The Mergers, page 49

32. Your disclosures starting on page 49 through page 51 (not including the Background of the Mergers discussion on page 51) seem redundant with the
Questions and Answers and the Summary sections of the proxy statement/prospectus, and do not convey to the voting shareholders any new material information regarding the merger s.  Please remove or tell us why the
disclosures here are necessary.

Wayne B. Hoovestol
Green Plains Renewable Energy, Inc.
July 21, 2008
Page 8

Background of the Mergers, page 51

33. Your disclosure throughout this secti on does not describe in sufficient detail
GPRE’s and VBV’s strategic views of the business and the status of the
market at the time of the parties’ in itial meeting, or any other discussions
regarding possible strategic alternatives with third parties and th