SecProbe.io

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

       DIVISION OF
CORPORATION FINANCE
      August 28, 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.2
 Filed on August 21, 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.

Letter to Shareholders
1. We note your revised disclosure in response to our prior comment 3.  With respect to the IBE and EGP mergers, pl ease revise your disclosure to clarify
that you will acquire all of  the interests in both IBE and EGP, other than
VBV’s.

Unaudited Pro Forma Condensed Combined Financial Statements and Related Notes
Thereto, page 100
2. We remind you that the pro forma stat ements of operations should reflect
adjustments computed assuming that th e transactions were consummated at
the beginning of the fiscal year pr esented and carried forward through any
interim period presented.  It appear s that adjustments on your pro forma
statement of operations for the quarter ended June 30, 2008 are computed assuming that the merger occurred at the beginning of the quarter instead of at
the beginning of the fiscal year pr esented, which is April 1, 2007.  For
example, in your description of adjustme nt (e), you state that the adjustment
was determined as if the mergers had occurred at the beginning of the three-month period.  Refer to Rule 11-02(b)(6) of Regulation S-X.  Please revise or

Wayne B. Hoovestol
Green Plains Renewable Energy, Inc.
August 28, 2008
Page 2

advise as necessary.

3. We note your response to prior comment  17.  You state that the additional
officer compensation expense for each  period is determined utilizing
independent assumptions concerning the date of consummation of the
mergers.  Please clearly disclose the a ssumptions that you are referring to in
this statement.  Please disclose th e change of contro l terms of these
employment agreements to help us understand how you arrived at the pro forma adjustment amounts, including  whether there are nonrecurring or
recurring payments associated with these provisions.  We remind you that
Rule 11-02(b)(5) of Regulation S-X stat es that material nonrecurring charges
or credits and related tax effects which re sult directly from the transaction and
which will be included in income within the 12 months succeeding the transaction shall be disclosed separatel y.  It should be clea rly indicated that
such charges or credits were not cons idered in the pro forma statement of
operations.

4. We note your response to prior comment 18.  Please clearly disclose how you
determined it was appropriate to arri ve at pro forma depreciation expense by
reducing historical depr eciation expense by approximately 31% instead of
separately calculating the pro forma de preciation expense for each category.
For example, if true, you should clearly  state that each asset category had a
reduction in value of 31% for all assets and the reasons for this.  Please also
confirm in your disclosure that the remaining useful lives of the assets did not change.

5. We note your response to prior comment 19.  It is unclear how you arrived at
the adjustment amounts related to the corn-purchase contracts.  In your
description of adjustment (b) you st ate that amounts recorded for corn
purchase contracts will be  charged to earnings in the periods the contracts
mature which are expected to be within twelve months of closing.  Your description of adjustment (e) states  that the pro forma charge of $10,797,000
for the three-month period ended May 31, 2008 is based on corn-purchase
contracts that matured during the period fr om total contracts valued.  It would
appear that the impact of the cont racts that matured during the period
presented would already be reflected in  the historical fi nancial results and
therefore would not require a pro forma adjustment.  Please revise or advise
accordingly.

6. We note your response to prior comment  21.  We remind you that paragraph
53 of SFAS 123(R) states that the excha nges of share options  or other equity
instruments in conjunction w ith a business combination is considered to be a
modification.  Please confirm and clearly disclose, if true, that you determined
the value of the replacement options to be  the same as the original options as

Wayne B. Hoovestol
Green Plains Renewable Energy, Inc.
August 28, 2008
Page 3

your response indicates.  We continue to believe that you should disclose in
your pro forma financial information whet her or not the original options were
vested and whether the replacement opti ons will or will not be vested.  You
should correspondingly discuss the acc ounting impact of each type.  For
example, if vested options were  granted, you should address how you
determined that the value of these sh ould not be included in your purchase
price consideration.  Please also disclose how you will account for the
replacement options subsequent to the acquisition.  If you continue to believe
that the impact of the options will be  immaterial to your pro forma financial
statements and your future financial resu lts, please tell us how you made this
determination.

Financial Statements

VBV LLC

Unaudited Financial Statements

7. Please disclose your sources of revenue and corresponding revenue
recognition policy for each source.

Part II

Exhibit 8.1

8. We note the revised opinion in response to our prior comment 25.  Please explain why counsel cannot give a “will” opinion in point 5, describe the degree of uncertainty in the opinion, and, to the extent ap plicable, include
appropriate risk factor disclosure setting forth the risks that the tax
consequences of the EGP and IBE mergers may have on the investors.  Otherwise, please revise the opinion to st ate that the releva nt parties will not

“recognize gain or loss as a result of  the EGP Merger and IBE Merger”.

Exhibit 23.3
9. Please arrange with KPMG LLP to revise  their consent to ensure that the
report dates referred to in the consent are consistent with the report dates
included on their independent a uditors’ report on page F-58.

Wayne B. Hoovestol
Green Plains Renewable Energy, Inc.
August 28, 2008
Page 4

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 28, 2008
Page 5

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