SecProbe.io

October 30 , 2013

Via E -mail
Mr. Jerry L. Peters
Chief Financial Officer
Green Plains Renewable Energy, Inc.
450 Regency Parkway, Suite 4 00
Omaha, NE  68114

RE: Green Plains Renewable Energy, Inc.
Form 10 -K for the Year Ended December 31, 2012
Filed February 15, 2013
  Form 10 -Q for the Quarter Ended June 30, 2013
  Filed August 1, 2013
 Definitive Proxy Statement on Schedule 14A
  Filed March 29, 2013
  File No. 1-32924

Dear Mr. Peters :

We have reviewed your filing s and have the following 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 within ten business days by amending  your filing, by
providing the requested information, or by advising us when you will provide the requested
response.  If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us wh y in your response.

After reviewing any amendment to your filing and the information you provide in
response to these  comments, we may have  additional comments.

Form 10 -K for the Year Ended December 31, 2012
General

1. With a view towards fu ture disclosure, please tell us to what extent your results are
impacted by the presence or absence of various tax credits for your products.

Item 6. Selected Financial Data, page 28

2. Question 103.01 of the SEC Compliance and Disclosure Interpretations: Non-GAAP
Financial Measures states that EBITDA is defined as earnings before interest, income
taxes, depreciation and amortization.  We note that you have defined EBITDA as

Mr. Jerry L. Peters
Green Plains Renewable Energy, Inc.
October 30 , 2013
Page 2

 earnings before interest, income taxes, non -controlling interests, depreciation and
amortization.  In future filings, please revise the title you use since EBITDA is not
computed as commonly defined.  One choice may be to call it adjusted EBITDA.  Please
ensure that you also revise the title in your Forms 8 -K as well.

Item 15. Exhibits,  Financial Statement Schedules, page 52
Report of Independent Registered Public Accounting Firm, page F -1

3. Please make arrangements with your auditor to revise their report in an amended Form
10-K to indicate the city and state in which their report was issued, as required by Rule 2 -
02(a) of Regulation S -X.

Consolidated Statements of Cash Flows, page F -6

4. In future filings, please breakout for each period presented the ‘other ’ line items in the
cash provided (used) by operating, investing and financing act ivities sections into smaller
components having more descriptive titles.  Netting of dissimilar gains and losses is not
generally appropriate.  Netting of cash flows related to asset balances with cash flows
related to liability balances is also not genera lly appropriate.  Please show us in your
supplemental response what the revisions will look like.

Note 3. Acquisitions and Dispositions, page F -13
Sale of Grain Assets, page F -13

5. Regarding the sale of twelve grain elevators located in northwestern Iowa a nd western
Tennessee , please tell us  what consideration you gave as to whether the grain elevators
meet the definition of a component of an entity and should or should not be presented as
discontinued operations.  Refer to ASC 205 -20.

Form 10 -Q for the Quarter Ended June 30, 2013
General

6. Please address the above comments in your interim financial statements to the extent they
are applicable.

Definitive Proxy Statement on Schedule 14A filed March 29, 2013
Executive Compensation, page 12
Compensation Dis cussion and Analysis, page 12

7. We note your disclosure on page 13 that the compensation committee retained the Hay
Group as a consultant during 2011 and that the services provided included, among other
things, “providing market information.”  We also note your reference to “market
compensation data” on page 13.  In future filings, please explain how your analysis of
market data, including national and industry specific compensation data, was derived.

Mr. Jerry L. Peters
Green Plains Renewable Energy, Inc.
October 30 , 2013
Page 3

 Specifically, please identify whether the Hay Group iden tified a peer group, and if so,
how the peer group contributes to your compensation considerations, clarifying the
manner in which you benchmark total compensation or elements thereof, and disclosing
where actual compensation fell as compared to this peer group.  If you use such database
or market information in the future, please disclose the component companies.  Further,
in future filings, please also explain the reason for any deviation from any benchmarking
principles you utilize in determining compens ation.  See Item 402(b)(2)(xiv) of
Regulation S -K.

Annual Performance/Incentive Awards, page 13

8. We note your disclosure on page 14 that the compensation committee may adjust an
“award up or down in its discretion,” that the committee “may also adjust the  award for
external conditions beyond the control of the Company or the officer,” and that 25% of
an incentive award determination is based on “Compensation Committee discretion.”  We
also note your disclosure that the “Compensation Committee used its disc retion to
determine 2012 bonuses to consider the performance of the Company compared to
overall industry performance and to reward and retain key personnel.”  In future filings,
please further clarify, including by way of providing examples, what factors t he
compensation committee reviews and takes into account when exercising its discretion.

Long -Term Incentive Compensation, page 14

9. We note your disclosure on page 15 that the “aggregate number of shares or options
granted to management will be based on the executive’s position and the value of each
individual’s contributions to the Company, as well as competitive norms” and that
indiv idual contributions “during 2012 were assessed by the Compensation Committee on
a subjective basis.”  We further note that specific restricted stock awards were issued to
your named executive officers based “on the Company’s 2012 financial performance and
individual performance evaluations.”  In future filings, please revise your disclosure to
provide a more specific analysis of how the individual restricted stock award amounts
were determined for each named executive officer, specifying the financial and i ndividual
performance criteria used to determine award amounts for each named executive officer.
See Item 402(b)(1)(v) of Regulation S -K.

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 the information the Securities Exchange Act of
1934 and all applica ble Exchange 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 t he accuracy
and adequacy of t he disclosures they have made.

Mr. Jerry L. Peters
Green Plains Renewable Energy, Inc.
October 30 , 2013
Page 4

 In responding to our comments, please provide  a written statement from the company
acknowledging that:

 the company is responsible for the adequacy and accuracy of the disclosure in the
filing ;

 staff comments or changes to disclosure in response to staff comments do not
foreclose the Commission from taking any action with respect to the filing; and

 the company may not assert staff comments as a defense in any proceeding initiated
by the Commi ssion or any person under the federal securities laws of the United
States.

You may contact Kamyar  Daneshvar, Staff Attorney, at (202) 551 -3787  or, in his
absence, Craig Slivka, Special Counsel, at (202) 551 -3729  if you have any questions regarding
legal or disclosure matters.  Please contact Jeffrey Gordon, Staff Accountant, at (202) 5 51-3866
or, in his absence, me, at (202) 551 -3768  if you have questions regarding comments on the
financial s tatements and related matters.

 Sincerely,

 /s/ John Cash

 John Cash
 Accounting Branch Chief