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SEC Response

October 9, 2009

Via EDGAR

Securities and Exchange Commission

Division of Corporation Finance

Attention: Rufus Decker, Accounting Branch Chief

100 F Street, N.E.

Washington, D.C. 20549

Re:

Green Plains Renewable Energy, Inc.

Form 10-K for the fiscal year ended December 31, 2008

Form 10-Q for the period ended June 30, 2009

File No. 1-32924

Ladies and Gentlemen:

On March 30, 2009, Green Plains Renewable Energy, Inc. (the “Company”) filed its transition report on Form 10-K for the nine-month transition period ended December 31, 2008 (the “10-K Filing”) with the Securities and Exchange Commission (the “Commission”) pursuant to the Securities Act of 1934. On August 10, 2009, the Company filed its quarterly report on Form 10-Q for the quarterly period ended June 30, 2009 (the “10-Q Filing”) with the Commission. The Company received comments on the 10-K Filing and the 10-Q Filing from the Division of Corporation Finance (the “Staff”) of the Commission by letter dated September 9, 2009 (the “Letter”).

We understand that the purpose of the Staff’s review process is to assist us in our compliance with applicable disclosure requirements and to enhance the overall disclosure in our filings. This letter is provided by the Company in response to the comments in the Letter. For your convenience, the comments in the Letter are provided below, followed by the Company’s responses. Within certain responses, we have underlined additional or changed wording (to previously-disclosed wording) to single out proposed revisions that will be incorporated into our future filings, which we believe will streamline your review of the corresponding Company response.

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

General

Staff Comment:

 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. These revisions should be included in your future filings.

Company Response:

 Please see responses below to each of your comments. Where applicable, revisions will be included in future filings.

Critical Accounting Policies

Impairment of Long-Lived Assets, page 38

Staff Comment:

 2. Please expand your critical accounting policy to provide additional insight on how you perform your impairment analysis of long-lived assets under SFAS 144. Please consider including the following:

 •

Please disclose how you determine when long-lived assets should be tested for impairment, including what types of events and circumstances indicate impairment, and how frequently you evaluate for these types of events and circumstances;

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 •

Please disclose how you group your assets for purposes of considering whether an impairment exists. Refer to paragraph 4 of SFAS 144;

 •

Please discuss the significant estimates and assumptions used to determine estimated undiscounted cash flows and fair value. You should discuss how sensitive the fair value estimates are to each of these significant estimates and assumptions used as well whether certain estimates and assumptions are more subjective than others; and

 •

For any asset groups for which the carrying value was close to the fair value or for which reasonably likely changes in significant estimates and assumptions may result in an impairment, please consider disclosing the carrying value of the asset groups.

Company Response:

 We will expand our critical accounting policy discussion related to how we perform our impairment analysis of long-lived assets. The expanded disclosure, which will appear in our Form 10-K for the year ended December 31, 2009, is shown below. If any asset group’s fair value is determined to be close to its carrying value, or it is determined to be reasonably likely changes in significant estimates and assumptions may result in a material impairment, we will also disclose the carrying value of the asset group(s).

 Our long-lived assets consist of property and equipment, and acquired intangible assets. We review long-lived assets, grouped at an individual plant or subsidiary level, for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. The review requires making estimates regarding amount and timing of projected cash flows to be generated by an asset or asset group over an extended period of time. We also make estimates regarding the remaining useful lives of purchased intangible assets and other long-lived assets that have finite lives. Management judgment regarding the existence of circumstances that indicate impairment is based on numerous potential factors including, but not limited to, declines in operating cash flows, a decision to suspend operations at a plant for an extended period of time, or industry trends. Recoverability of assets to be held and used is measured by comparison of the carrying amount of an asset to estimated undiscounted future cash flows expected to be generated by the asset. If the carrying amount of an asset exceeds its estimated future cash flows, an impairment charge is recognized in the amount by which the carrying amount of the asset exceeds the fair value of the asset. Significant management judgment is required in determining the fair value of our long-lived assets to measure impairment, including projections of future cash flows. Fair value is determined through various valuation techniques including discounted cash flow models, quoted market values and third-party independent appraisals, as considered necessary. Changes in estimates of fair value could result in a write-down of the asset in a future period.

Management’s Discussion and Analysis

Results of Operations, page 40

Staff Comment:

 3. It appears that your results of operations are materially impacted by commodity price changes primarily related to corn, natural gas and ethanol, which you attempt to minimize using financial instruments. Please expand your discussion to specifically quantify and discuss the impact of these financial instruments on cost of goods sold for each period presented. Please address the specific underlying reasons such instruments impacted each year by the amounts disclosed. For example, if there are increases in certain commodity prices which have impacted your results of operations, you should discuss why the increase was not offset by your derivative contracts, which may be due to your positions being too small relative to raw material needs. You should also discuss any cases in which your strategies and assumptions resulted in adverse impacts.

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Company Response:

 We will expand our Management’s Discussion and Analysis to include the discussion below. The expanded disclosure will be included in filings beginning with our Form 10-Q for the quarterly period ended September 30, 2009.

 We attempt to reduce the market risk associated with fluctuations in the price of corn, natural gas, distillers grains and ethanol by employing a variety of risk management and hedging strategies. Strategies include the use of forward fixed-price physical contracts and derivative financial instruments, such as futures and options executed on the Chicago Board of Trade and/or the New York Mercantile Exchange.

 We focus on locking in net margins based on an earnings before interest, taxes, depreciation and amortization (“EBITDA”) model that continually monitors market prices of corn, natural gas and other input costs against prices for ethanol and distillers grains at each of our production facilities. We create offsetting positions by using a combination of forward fixed-price physical purchases and sales contracts and derivative financial instruments. As a result of this approach, we frequently have gains on derivative financial instruments that are conversely offset by losses on forward fixed-price physical contracts or inventories (and vice versa). In our Ethanol Production segment, gains and losses on derivative financial instruments are recognized each period in operating results while corresponding gains and losses on physical contracts are generally designated as normal purchases or normal sales contracts and are not recognized until quantities are delivered or utilized in production. Revenues during the three and nine months ended September 30, 2009 include net gains (losses) from derivative financial instruments for ethanol and distillers grains of $xx million and $xx million, respectively. Cost of goods sold during the three and nine months ended September 30, 2009 included net gains (losses) from derivative financial instruments for corn and natural gas of $xx million and $xx million, respectively. To the extent the net gains (losses) from derivative instruments are related to current period production, they are generally offset by physical commodity purchases or sales resulting in the realization of the intended EBITDA margins. However, to the extent the net gains (losses) relate to changes in the market value of financial instruments maturing in future periods our results of operations are impacted.

 In our Agribusiness segment, inventory positions, physical purchase and sale contracts, and financial derivatives are marked to market with gains and losses included in results of operations. The market value of derivative financial instruments such as exchange-traded futures and options has a high, but not perfect, correlation to the underlying market value of grain inventories and related purchase and sale contracts.

Liquidity and Capital Resources

Contractual Obligations, page 45

Staff Comment:

 4. Please present estimated interest payments on your debt in a separate line item of the contractual obligations table. Please also disclose in a footnote to the table any assumptions you made to derive these amounts.

Company Response:

 We will present estimated interest payments on debt in a separate line item of the contractual obligations table. Please see the table below for the format of the contractual obligations table to be included in filings beginning with our next Form 10-Q filing for the quarterly period ended September 30, 2009:

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 Payments Due By Period

 Contractual Obligations

 Total

 Less

than 1 year

 1-3

years

 3-5

years

 More

than 5 years

Long-term debt obligations (1)

 $

 xxx

 $

 xxx

 $

 xxx

 $

 xxx

 $

 xxx

Interest and fees on debt obligations (2)

 xxx

 xxx

 xxx

 xxx

 xxx

Operating lease obligations (3)

 xxx

 xxx

 xxx

 xxx

 xxx

Purchase obligations

Forward corn purchase contracts (4)

 xxx

 xxx

 xxx

 xxx

 xxx

Other commodity purchase contracts (4) (5)

 xxx

 xxx

 xxx

 xxx

 xxx

Other

 xxx

 xxx

 xxx

 xxx

 xxx

Total purchase obligations

 xxx

 xxx

 xxx

 xxx

 xxx

Total contractual obligations

 $

 xxx

 $

 xxx

 $

 xxx

 $

 xxx

 $

 xxx

(1)

Includes current portion of long-term debt.

(2)

Interest amounts are calculated over the terms of the loans using current interest rates, assuming scheduled principle and interest amounts are paid pursuant to the debt agreements. Includes administrative and/or commitment fees on debt obligations.

(3)

Operating lease costs are primarily for railcars and office space.

(4)

Purchase contracts represent index and fixed-price contracts. Index purchase contracts are valued at current quarter-end prices.

(5)

Includes ethanol, DDG and natural gas purchase contracts.

Liquidity and Capital Resources

Contractual Obligations, page 45

Staff Comment:

 5. Please disclose the specific purchase obligations included in the contractual obligations table in a footnote to the table. Please also disclose any assumptions you made to derive these amounts.

Company Response:

 We will disclose the specific purchase obligations included in the contractual obligations line on the table. Please see revised table in response to comment 4 above. Also note that at June 30, 2009, forward corn purchase contracts comprised 75% of the purchase obligations disclosed in the table, other commodity purchase contracts represented 16%, and other purchase contracts represented less than 10% of the total. The revised table will be included in filings beginning with our next Form 10-Q for the quarterly period ended September 30, 2009.

Item 9A. Controls and Procedures

Evaluation of Disclosure Controls and Procedures, page 47

Staff Comment:

 6. Management carried out an evaluation of the effectiveness of the design and operation of disclosure controls and procedures. Based upon that evaluation, because management did not assess the effectiveness of internal controls over financial reporting, the Chief Executive Officer and the Chief Financial Officer were unable to conclude that disclosure controls and procedures were effective as of the end of the period covered by the report. Please clearly state that your disclosure controls and procedures were not effective, rather than saying you were unable to conclude that they were effective. Please also disclose each of the areas that led you to conclude your disclosure controls and procedures were not effective and what you have done and/or planning to do to correct them. Please also continue to update changes in the status of each area in subsequent filings. Refer to Item 307 of Regulation S-K.

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Company Response:

 As disclosed in our Form 10-K for the fiscal year ended December 31, 2008, due to our mergers, the commencement of operations of our ethanol plants, and the expansion of our marketing and distribution activities, changes in our internal controls over financial reporting during the reporting period were significant and pervasive. Based on those numerous pervasive changes to the Company’s internal control environment, management did not assess whether or not our internal controls over financial reporting were effective as of the end of the period covered by that report. In our Form 10-K filing, we stated that we were unable to conclude that our disclosure controls and procedures were effective. In hindsight, we realize we should have stated that disclosure controls and procedures were reviewed, evaluated and operating effectively for the fiscal year ended December 31, 2008 even though our assessment of internal controls over financial reporting was not complete.

 Accordingly, we will include revised disclosure in our Form 10-Q for the quarterly period ended September 30, 2009 similar to the following, assuming our evaluation as of the end of the period covered by that report continues to support the ongoing effectiveness of our disclosure controls and procedures:

 Evaluation of Disclosure Controls and Procedures

 The Company maintains disclosure controls and procedures that are designed to ensure that information required to be disclosed in the reports that we file or submit under the Securities Exchange Act of 1934 (the “Exchange Act”) is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission (“SEC”) rules and forms, and that such information is accumulated and communicated to the Company’s management, including its Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required financial disclosure.

 As of the end of the period covered by this report, the Company’s management carried out an evaluation, under the supervision of and with the participation of the Chief Executive Officer and the Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15 and 15d-15 under the Exchange Act). Based upon that evaluation, the Company’s Chief Executive Officer and the Chief Financial Officer concluded at the time of this evaluation that our disclosure controls and procedures were effective to provide reasonable assurance that information required to be disclosed b