SecProbe.io

June 25, 2010

Via U.S. Mail and Facsimile

 Todd A. Becker
President and Chief Executive Officer
Green Plains Renewable Energy, Inc. 9420 Underwood Avenue, Suite 100 Omaha, Nebraska 68114
Re: Green Plains Renewable Energy, Inc.
  Registration Statement on Form S-3
Filed June 3, 2010
  File No. 333-167292

Dear Mr. Becker:
 We have limited our review of your registra tion statement to those issues we have
addressed in our comments.  In some of our comments, we may ask you to provide us with
information so we may better understand your disclosure.
 Please respond to this letter by amending your registration statement and providing the
requested information.  Where you do not believe our comments apply to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
 After reviewing any amendment to your re gistration statement and the information you
provide in response to these comments, we may have additional comments.

General

1. We note that you are proposing to register the resale of up to 14,244,961 shares of your
common stock on behalf of NTR, plc, Wilon Holdings, S.A. and Wayne B. Hoovestol.
Given the size of this offering relative to the number of outstanding shares held by non-affiliates, as well as the nature of the sell ing shareholders, we believe this transaction
might be a primary offering.  Please provide us with your analysis as to why this offering
is a secondary offering under Rule 415(a)(1)(i) and not an indirect primary offering under Rule 415(a)(1)(x) for which the selling sharehol ders should be identified as underwriters.
In your analysis, you may wish to address the following factors: how long the selling shareholders have held the shares, the ci rcumstances under which they received them,
their relationship to the company, the amount of shares involved, whether they are in the
business of underwriting securities, and fina lly, whether under all the circumstances it

Todd A. Becker Green Plains Renewable Energy, Inc.
June 25, 2010 Page 2

appears that they are acting as a conduit for the company.  Please refer to Question
612.09 of the Compliance & Disclosure Interp retations for Securities Act Rules.
Alternatively, please identif y the selling shareholde rs as underwriters.

Selling Shareholders, page 16

2. Please disclose any position, office or other mate rial transactions or relationships between
you and each of the selling shareholde rs during the past three years.  See Item 507 of
Regulation S-K.

3. Please describe the transactions in which th e shares offered for resale were acquired,
including the dates, the number  of shares purchased in each  transaction, and the purchase
price, if any.
4. With regard to NTR, plc and Wilon Holdings, S.A. please tell us whether either of these shareholders are broker-dealers or affiliates of a broker-dealer. Please be advised that all selling shareholders who are re gistered broker-dealers or affi liates of broker-dealers who
did not receive their securities as comp ensation for investment banking or similar
services should be identified  as underwriters.  With respec t to affiliates of registered
broker-dealers, please disclose  whether (a) the shareholder purchased in the ordinary
course of business and (b) at the time of th e purchase of the shares to be resold, the
shareholder had no agreements or understandings , directly or indir ectly, with any person
to distribute the shares.  If you are not able to provide this disclosure on behalf of the
selling shareholders, please identify the selling shareholders as underwriters.

5. Please disclose by name the natural person(s)  who exercise voting and dispositive power
with respect to the shares to be offered for resale by NTR, plc and Wilon Holdings, S.A.
Please refer to Question 140.02 of the Complia nce & Disclosure Interpretations for
Regulation S-K

Undertakings, page II-2

6. It does not appear that you are relying on Rule 430A under the Securities Act in this
Form S-3.  Please delete the undertakings  relating to Rule 430A on page II-4.

Exhibit 5.1 – Opinion of Husch Blackwell Sanders LLP

7. The legal opinion refers to the “Iowa Busine ss Corporation Act.”  Please have counsel
confirm for us in writing that the reference to the Iowa Business Corporation Act includes
the statutory provisions and also all appli cable provisions of the Iowa Constitution and
the reported judicial cases interpreting those laws currently in effect.
8. We note that the legal opinion is limited by date and does not speak through the date of
effectiveness.  Counsel should revise the opi nion to remove the date qualification or be

Todd A. Becker Green Plains Renewable Energy, Inc.
June 25, 2010 Page 3

advised that, if circumstances require, we ma y request that counsel file an opinion dated
in closer proximity to the date and time of effectiveness.

We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filing to be certain that the filing incl udes the information the Securities Act of 1933 and
all applicable Securities Act rules require.  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 disclosures they have made.
Notwithstanding our comments, in the event you request acceleration of  the effective date
of the pending registration statement please pr ovide a written statement from the company
acknowledging that:

• should the Commission or the staff, acting purs uant to delegated authority, declare the
filing effective, it does not foreclose the Co mmission 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.

Please refer to Rules 460 and 461 regarding re quests for acceleration.  We will consider a
written request for acceleration of  the effective date of the regi stration statement as confirmation
of the fact that those reques ting acceleration are aware of thei r respective responsibilities under
the Securities Act of 1933 and the Securities Excha nge Act of 1934 as they relate to the proposed
public offering of the securities specified in the above registration stat ement.  Please allow
adequate time for us to review any amendment prior to the requested effective date of the registration statement.

Todd A. Becker Green Plains Renewable Energy, Inc. June 25, 2010 Page 4

 You may contact Erin Jaskot, Staff Attorn ey at (202) 551-3442, or Jay Ingram, Legal
Branch Chief at (202) 551-3397, or in their absence, myself at (202) 551-3765 with any
questions.
Sincerely,

Pamela A. Long  Assistant Director
cc:   Michelle S. Mapes, Esq. ( via facsimile at (402) 884-8776)
Green Plains Renewa ble Energy, Inc.
9420 Underwood Avenue, Suite 100   Omaha, Nebraska 68114  Jeffrey T. Haughey, Esq. ( via facsimile at (816) 983-8080)
Husch Blackwell Sanders LLP 4801 Main Street, Suite 1000 Kansas City, Missouri 64112