SecProbe.io

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-4631

       DIVISION OF
CORPORATION FINANCE

 Mail Stop 4631
October 19, 2009
 Via U.S. mail and facsimile

 Mr. Jerry L. Peters Chief Financial Officer Green Plains Renewable Energy, Inc.
105 North 31
st Ave., Suite 103
Omaha, Nebraska 68131
  RE: Form 10-K for the fiscal year ended December 31, 2008
  Form 10-Q for the pe riod ended June 30, 2009
   File No. 1-32924   Dear Mr. Peters:    We have reviewed your response lett er dated October 9, 2009 and have the
following additional comments.  If you disagree with our comment, we will consider your explanation as to why our comment is inapplicable or a revision is unnecessary.  Please be as detailed as nece ssary in your explanation.
  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 on any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.

FORM 10-K FOR THE YEAR ENDED DECEMBER 31, 2008

 General

 1. Where a comment below requests additional disclosures or other revisions to be made, please show us in your supplemental response what the revisions will look like.  With the exception of the comments below that will require an amendment to your Form 10-K, these revisions should be  included in your future filings.

Mr. Jerry L. Peters
October 19, 2009
Page 2 of 5   Management’s Discussion and Analysis

 Results of Operations, page 40

 2. We note your response to prior comment 3.  Please confirm that you will also
quantify the impact of deriva tive financial instruments on your revenues and cost of
goods sold related to the Agribusiness segm ent in a similar manner to your discussion
of the Ethanol Production segment.
 Item 9A.  Controls and Procedures

 Evaluation of Disclosure Cont rols and Procedures, page 47

3. We note your response to prior comment 6.  Your proposed disclosure does not
include the complete definition of disclosu re controls and procedures per Rules 13a-
15(e) and 15d-15(e) of the Exchange Act wh en stating your conclusion.  Please revise
your definition to also clarify, if true, that  your disclosure controls and procedures
were effective to ensure that informa tion required to be disclosed by you in the
reports that you file or submit under th e Exchange Act is accumulated and
communicated to your management, including your principal executive and principal
financial officers, or persons performing si milar functions, as appropriate to allow
timely decisions regarding required disc losure.  Alternatively, you may simply
conclude that your disclosure controls and procedures are effective.   Please revise
these disclosures in an amendment to your Form 10-K for the year ended December 31, 2008.  Please also include updated certificat ions which refer to the Form 10-K/A
in the amendment.
 Financial Statements

 Independent Auditors’ Report, page F-2

 4. We note your response to prior comments 7 and 8.  Please amend your Form 10-K for
the year ended December 31, 2008 to provide an  independent auditors’ report stating
that the audits were conducted in accorda nce with PCAOB standards as your response
indicates.  Please also have the auditors re vise their report and c onsent to only refer to
the financial statements included in the amended Form 10-K.
 Consolidated Statements of Operations, page F-4

 5. We note your response to prior comment 9.  Please amend your Form 10-K for the year ended December 31, 2008 to provide a udited earnings per share amounts for the
year ended March 31, 2008 and for the period from September 28, 2006 to March 31,
2007.  Consistent with the revised cons olidated statements of stockholders’
equity/members capital a nd comprehensive income that you provided in your

Mr. Jerry L. Peters
October 19, 2009
Page 3 of 5
response to prior comment 10, the change in capital structure due to the reverse
acquisition and corresponding impact on earnings per share amounts should be
retroactively reflected in the actual audited historical fina ncial statements rather than
providing pro forma supplemental informati on as your response indicates.  Please
also confirm that there are no changes in your determination of weighted average shares outstanding for each period presente d based on the revisions you have made to
your common stock shares column in your response to prior comment 10.
 Consolidated Statement of Stockholders’ E quity/Members’ Capital and Comprehensive
Income, page F-5
 6. We note your responses to prior comments 10 and 11.  Please provide the revised consolidated statements of stockholders’ equity/members capital and comprehensive
income in an amendment to your Form 10-K for the year en ded December 31, 2008.
 Notes to the Financial Statements

 Note 9.  Long-Term Debt and Lines of Credit, page F-20

 7. We note your response to prior comment  15.  Please address the following:
• In a similar manner to your response, pl ease expand your disclosures to address
how you determined it was appropriate to classify these debt amounts as long-term in light of your covenant violati ons.  Your disclosures should include an
explanation of how you determined it is prob able that you will be able to cure any
defaults and comply with the covenants at measurement dates that are within the next twelve months;
• Your response refers to permanent waiver s that were received.  Please disclose
why you describe these waivers as permanent; and
• Your Green Plains Superior subsidiary was in violation of its debt service
coverage ratio at December 31, 2008.  Your  response explains pursuant to EITF
86-30 how you determined that you would be able to maintain compliance with the working capital covenant in the future or if necessary have the ability to cure
any working capital deficiencies by transf erring funds to your subsidiaries.  Please
also advise as to what consideration you gave to EITF 86-30 regarding the debt
service coverage ratio, including how you determined you would be able to
maintain compliance with this covenant in  the future or if necessary have the
ability to cure any deficiencies.

FORM 10-Q FOR THE PERIOD ENDED JUNE 30, 2009

 General

 8. Please address the above comments in your interim filings as well.

Mr. Jerry L. Peters
October 19, 2009
Page 4 of 5    Financial Statements

 General

 9. We note your response to prior comment 18.  We remind you that paragraph 38 of
ARB 51, as amended by SFAS 160, states th at the disclosures required by this
paragraph shall be provided for each repor ting period, which would include interim
periods.  In this regard, please also provi de the disclosures required by paragraphs
38(c) and A6 of ARB 51, as amende d by SFAS 160, in your interim financial
statements.
 Note 4.  Acquisition, page F-11

 10. We note your response to prior comment 20.  Y our disclosures indica te that the total
consideration transferred for the acqui sition of Blendstar LLC was $8.9 million,
which consists of a $7.5 million payment in January 2009 and the assumption of a liability to the former owners of $1.4 million.  In this regard, it is not clear why the preliminary purchase price allocation provide d in your response shows the allocation
of $7.5 million instead of $8.9 million to assets, liabilities and non-controlling
interests acquired.  Please advise  or revise as necessary.
 Management’s Discussion and Analysis

Liquidity and Capital Resources, page 28

11. We note your response to prior comment 24.  Your routinely have had to, and in the
future will likely be required to, cover marg in calls.  Please disclose the extent of the
margin calls that you have had to cover in recent periods, including periods presented.

*    *    *    *
    Please respond to these comments with in 10 business days, or tell us when you
will provide us with a response.  Please pr ovide us with a supplemental response letter
that keys your responses to our comment s and provides any requested supplemental
information.  Detailed letters greatly facilitate our review.  Please file your supplemental
response on EDGAR as a correspondence file .  Please understand that we may have
additional comments after reviewin g your responses to our comments.

Mr. Jerry L. Peters
October 19, 2009 Page 5 of 5
 If you have any questions regarding these comments, please direct them to Nudrat
Salik, Staff Accountant, at ( 202) 551-3692 or, in her absence,  to the undersigned at (202)
551-3769.

       S i n c e r e l y ,                 R u f u s  D e c k e r         Accounting Branch Chief