SecProbe.io

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

       DIVISION OF
CORPORATION FINANCE

  Mail Stop 4631     December 14, 2009  Todd A. Becker  President and Chief Executive Officer  Green Plains Renewable Energy, Inc.  9420 Underwood Ave., Suite 100 Omaha, Nebraska 68114
RE: Green Plains Renewable Energy, Inc.
  Registration Statement on Form S-3
  Filed on November 19, 2009
  File No.:  333-163203

Dear Mr. Becker:   We have limited our review of your filing to  those issues we have addressed in our
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 necess ary in your explanation.
In some of our comments, we may ask you to pr ovide us with information so we may better
understand your disclosure.  After reviewing this information we may 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 ove rall disclosure in your filing.
We look forward to working with you in these re spects.  We welcome any questions you may have
about our comments or any other aspect of our re view.  Feel free to call us at the telephone
numbers listed at the end of this letter.  Legality Opinion

Exhibits

1. Please file the forms of indentures, which must  be qualified when the registration statement
becomes effective.  See Compliance and Disclosu re Interpretations – Trust Indenture Act of
1939 (Interpretation 201.02), available in the Corporation Finance section of our website.

2. We note that you plan to file Exhibit 25.1, Stat ement of Eligibility of  Trustee on Form T-1,
at a later date.  Please note that if you rely  on Section 305(b)(2) of the Trust Indenture Act
of 1939, you must separately file the Form T-1 under the electronic form type 305B2.  See

Mr. Todd A. Becker
Green Plains Renewable Energy, Inc.
December 14, 2009 Page 2
Compliance and Disclosure Interpretations – Trust Indenture Act of 1939 (Section 220.01), available in the Corporation Finance section of our website.

3. Please also include in the exhibit index a reference to the warrant agreement for the purchase of debt securities, wh ich you refer to on page 7.

4. Since you state on page 12 that the indentures  and debt securities will be governed in
accordance with the laws of th e State of New York, Counsel must also opine on matters
governed by New York law and revise the f ourth paragraph of its opinion accordingly.

* * * *

As appropriate, please amend your registration st atement 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 with your amendment that ke ys your responses to our comments and provides
any requested information.  Detailed cover le tters 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 filing to be certain that the filing includes al l information 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 a ll 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 even t 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 pursua nt 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 a nd 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.

Mr. Todd A. Becker
Green Plains Renewable Energy, Inc. December 14, 2009 Page 3
   In addition, please be advised th at the Division of Enforcement 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 confirmation of the f act that those requesting accelera tion 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 offeri ng of the securities sp ecified in the above registration statement.
We will act on the request and, pursuant to delegate d authority, grant acceleration of the effective
date.
We direct your attention to Rules 460 and 461 regarding requesting acceleration of a
registration statement.  Please a llow adequate time after the fili ng of any amendment for further
review before submitting a request for acceleration.  Please provide this request as least two business days in advance of the requested effective date.
If you have any questions regarding the a bove comments, please contact Errol Sanderson,
Financial Analyst at (202) 551- 3746 or me at (202) 551-3748.

Sincerely,
                                                                                        Pamela A. Long         A s s i s t a n t  D i r e c t o r