SecProbe.io

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

       DIVISION OF
CORPORATION FINANCE
      August 15, 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 Amendment No.1
 Filed on August 1, 2008
 File No.:  333-151900

Dear Mr. Hoovestol:

We have reviewed your filing and have the following comments.  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 lis ted at the end of  this letter.

General

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

2. Please revise your tax disclosure thr oughout the document to state that Stoel
Rives “has” opined or delivered their opinion instead of st ating that they
“will” deliver their opinion.

Letter to Shareholders
3. The letter still appears dense and confusing.  In the first paragraph, please state simply that you will acquire VBV, IBE and EGP since the details regarding the legal mechanics of the me rgers are disclosed elsewhere in the
prospectus.  In the second full paragr aph, please state simply that you have
received an opinion the mergers will be tax free reorganizations since the
details are disclosed elsewhere.

Wayne B. Hoovestol
Green Plains Renewable Energy, Inc.
August 15, 2008
Page 2

Summary, page 8

The Companies, page 8
VBV LLC, page 8

4. We note your response and revised disclo sure in response to comment 18 of
our prior letter.  Following our review of the supplemental materials, we note
that on page 3 of the Project Eagle Pr eliminary Bank Presentation dated April
21, 2008, VBV is characterized as a joint venture of NTR and Wilon.  Please
revise your disclosure to describe adequately the na ture of VBV’s business.
To the extent that VBV’s business ex tends beyond managing the operations of
IBE and EGP, please disclose what the other aspects of VBV’s business are.

Conditions to Completion of the Mergers, page 10

5. We note your revised disclosure in res ponse to comment 20 of our prior letter;
however, it seems that you have not a ddressed the circumstances under which
you would re-solicit the shareholders’ vot es.  Please revise your disclosure
accordingly.

Background of the Mergers, page 55

6. Please quantify your valuation disclosure to help investors understand how the
parties arrived at the 11,139,000 share num ber and what value that number of
GPRE shares represented at that time.

GPRE’s Reasons for the Mergers, page 61

7. Please quantify your disclosure related to the “modest” accretion to earnings
found in the fourth bullet poi nt of your disclosure.

VBV’s and VBV Subsidiaries’ Reas ons for the Mergers, page 62

8. From our review of the supplemental materials, we note that one of VBV’s
reasons for merging with GPRE was VBV members’ ability to achieve liquidity through receipt of  publicly traded common stock (see page 5 of the
Project Eagle Preliminary Bank Presen tation dated April 21, 2008).  To the
extent that this was a material reason for the mergers as well as a material
factor in determining the structure of the merger, please disclose.

Opinion of Financial Advisor, page 63

9. We also note that it is not clear how Duff & Phelps selected the “overall concluded value range in which” it assessed the overall fairness of the

Wayne B. Hoovestol
Green Plains Renewable Energy, Inc.
August 15, 2008
Page 3

transaction.  Please explain.

Discounted Cash Flow Analysis, page 67

10. We note your response to the first half  of comment 47 of our prior comment
letter.  Since Duff & Phelps relied on the projections and the quality of the
discounted cash flow analysis is direc tly related to the quality of the inputs
and assumptions used in its analysis, th e disclosure of projections appears to
be material to a voting shareholder in evaluating the discounted cash flow
analysis.   Please provide to us a detailed  legal analysis that explains why this
data is not material, or otherwise disclose the fina ncial projections used in
Duff & Phelps’ analysis necessary fo r the voting shareholders’ understanding
of the current disclosure.  Please note  that material information must be
disclosed, even if confidential.

Selected Public Companies’ Analysis, page 67

11. Based on our review of the supplemental materials, it is not clear what
variables Duff & Phelps used in determining the Adjusted Enterprise Values and the equity values in the selected  public companies’ analysis.  Please
explain.

Summary of Analysis, page 69

12. The range of values disclosed here differs from the range of values found in the discounted cash flow analysis on page 67 and the selected public
companies’ analysis on page 68.  Please explain the difference in values as
well as how you arrived to the 16,871,472 share number.

Material U.S. Federal Income Tax C onsequences of the Mergers, page 73
13. We note your revised disclosure in response to the third bullet point of comment 10 of our prior comment letter.  It remains unclear to us why the tax
summary is applicable “only to [the] Subsidiary Holders and Subsidiary Optionholders . . .” and not to GPRE and all of the Holders who are U.S. persons.  Please explain or revise  your disclosure accordingly.

The Merger Agreements, page 80

14. Following our review of the supplementa l materials you provided to us in
response to comment 55 of our prior co mment letter, we note the disclosure
related to Schedule 3.2(i) of the VBV merger agreement.  To the extent
material, please quantify the resulting tax liability and discuss whether this
liability may have a material adverse effect on the combined business.

Wayne B. Hoovestol
Green Plains Renewable Energy, Inc.
August 15, 2008
Page 4

15. The context of the disclo sure related to Schedule 4.2(g) of the VBV merger
agreement is ambiguous, and the refere nce to the undisclosed liability is
unclear.  Please explain to us suppl ementally the matters addressed by the
disclosure.

Unaudited Pro Forma Condensed Combined Financial Statements and Related Notes
Thereto, page 98
16. We note your response to prior comment 68.  Please identify the entity that
will be purchasing the 6,000,000 shares of your stock at $10.00 per share.
Your disclosures elsewhere indicate th at the stock purchase will be made by
Bioverda International Holdings Limited and Bioverda US Holdings LLC, which your disclosures on page 11 indi cate currently own approximately 90%
of VBV LLC.  In a similar manner to your response, please disclose that the stock purchase agreement is contingent  upon the occurrence of the merger.
Please disclose whether there is a ny possibility for the stock purchase
agreement not to occur upon the occurre nce of the merger.  Please also
disclose what consideration you gave as  to whether the cash received in the
stock purchase agreement should be included in your purchase price
calculation and allocation.

Note 1.  Basis of Presentation, page 101
17. We note your response to prior comment 66.  Please disclose the nature and
terms of any contractual agreements, including management or cost sharing
agreements, which will be in place subsequent to the acquisition in the pro forma financial statements and related notes.  Please also disclose how you
determined you did not need to give pr o forma effect to these arrangements.

18. We note your response to prior comment 64.  It remains unclear how you arrived at the depreciation adjustme nt amount of $355,000.  We continue to
believe that you should present the detailed  calculation used to arrive at this
amount.  Your calculation should show th e specific adjustment amount related
to each asset category and corresponding useful life.

Note 2.  Pro Forma Adjustments, page 101

19. In your description of adjustment (b) you state that amounts recorded for corn
purchase contracts will be  charged to earnings in the periods the contracts
mature.  Please expand your disclosure to provide a breakdown of when the
contracts mature with corresponding amounts.   Please also disclose that no pro
forma adjustment has been included in  your pro forma statement of operations
for these contracts.  Please also disc lose with quantifica tion how changes in

Wayne B. Hoovestol
Green Plains Renewable Energy, Inc.
August 15, 2008
Page 5

the value of the contracts and matur ities would impact your statement of
operations.

20. Please disclose how you determined it was appropriate to use a value of $10
per share.

21. You state that options to purchase 267,528 shares of GPRE common stock,
which were issued to convert options  to purchase IBE and EGP units, are
assumed to be exercised for the pro forma financial statements on the date the mergers are consummated.  Please furthe r disclose how you determined it was
appropriate to assume these options are exercised.  Please also disclose what
consideration you gave to SFAS 123(R) in accounting for the exchange of
these options, including whether the replacement awards should be accounted for as part of the purchase price, co mpensation, or a combination of both.
Please also disclose whet her or not the original options were vested and
whether the new options will or will not be vested.  Please also disclose how
you will account for the new options  subsequent to the acquisition.

Related Transactions of VBV and its Subsidiaries, page 124
22. Following our review of the supplementa l materials you provided to us in
response to comment 55 of our prior co mment letter, we note that Schedule
3.2(f) of the VBV merger agreement includes loans made by VBV to Mr.
Becker.  To the extent material, please disclose them in the filing.

Executive Compensation, Page 127
Compensation Discussion and Analysis, page 127

Long-Term Incentive Compensation, page 128

23. We note your revised disclosure in response to comment 74 of our prior
comment letter.  However, the revise d disclosure does not address how the
Compensation Committee measures the value of an “individual’s contributions to GPRE” and GPRE’s overa ll performance.  Please revise your
disclosure to addre ss our prior comment 74 in full.

Wayne B. Hoovestol
Green Plains Renewable Energy, Inc.
August 15, 2008
Page 6

Financial Statements

VBV LLC

Consolidated Statements of Cash Flows, page F-62

24. We note your response to prior comment 82.  Your restated statements of cash
flows reflect an increase in construction in progress for amounts still owed of
$18,220,685 for the year ended March 31, 2008.  In light of this, please help
us understand why the payments for c onstruction in progress, less retainage
line item as well as net cash used in  investing activities only changed by
$10,132,431 in your restated statements of cash flows.

Part II

Exhibit 8.1

25. We note that, other than the VBV merger, the tax opinion expresses no
opinion as to any other tax consequences of the mergers.  Please confirm that
you do not consider the fact that GPRE , its subsidiaries and VBV should not
recognize any gain or loss as a result of the EGP and IBE mergers to be a
material consequence.

26. With respect to your opinion set forth in point 5, please remove the following
language: “subject to the qualif ications set forth therein and in this letter, to
the extent they describe U.S. federal income tax laws or legal conclusions
with respect thereto”.

27. In the last paragraph, sin ce the opinion is addressed to VBV and Green Plains,
please delete the statement that it ma y not be relied upon by any other person
since shareholders are entitle d to rely on the opinion.

Wayne B. Hoovestol
Green Plains Renewable Energy, Inc.
August 15, 2008
Page 7

As appropriate, please amend your regist ration 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 cove r letter with your amendment that keys your
responses to our comments and provides any requested information.  Detailed cover
letters greatly facilitate our review.  Please understand that we may have additional comments after reviewing your amendmen t and responses to our comments.

We urge all persons who are responsible for the accuracy and adequacy of the
disclosure in the filing to be certain that the filing includes all in formation required under
the Securities Act of 1933 and that they have  provided all information investors require
for an informed investment 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 disclosure they have made.

Notwithstanding our comments, in the even  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 comment s and the declaration of effectiveness
as a defense in any proceeding initiat ed by the Commission or any person under
the federal securities laws of the United States.

 In addition, please be advi sed that the Division of En forcement has access to all
information you provide to the staff of the Di vision 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 conf irmation of the fact that t hose requesting acceleration are
aware of their respective re sponsibilities under the S ecurities Act of 1933 and the
Securities Exchange Act of 1934 as they rela te 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 adequa te time after the filing of any amen dment for
further review before submitting a request for acceleration.  Please provide this request at

Wayne B. Hoovestol
Green Plains Renewable Energy, Inc.
August 15, 2008
Page 8

least two business days in advance of the requested effective date.

You may contact Nudrat Sa lik, Accountant, at (202) 551-3692 or Rufus Decker,
Accounting Branch Chief, at (202) 551-3769 if you have questions regarding comments
on the financial statements and related ma tters.  Please contact Era Anagnosti, Staff
Attorney, at (202) 551-3369 or the unders igned, at (202) 551-3767 with any other
questions.

Sincerely,

Jennifer R. Hardy
Legal Branch Chief

cc:  Via Facsimile @ (402) 964-5050

Michelle S. Mapes, Esq.
Husch Blackwell Sanders LLP
1620 Dodge Street, Suite 2100
Omaha, Nebraska 68102