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CORRESP
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  Michelle S. Mapes,
  Partner

  DIRECT 402.964.5091 · FAX 402.964.5050 ·
  michelle.mapes@huschblackwell.com

  1620 Dodge
  Street, Suite 2100 · Omaha, Nebraska
  68102

  www.huschblackwell.com

August 1, 2008

VIA EDGAR

Ms. Era Anagnosti

Division of Corporation Finance

United States Securities and Exchange Commission

100 F Street, N.E.

Mail Stop 7010

Washington, DC  20549

  Re:

  Green Plains Renewable Energy, Inc.

  Registration Statement on Form S-4

  Filed on June 24, 2008

  File No. 333-151900

Dear Ms. Anagnosti:

We
have set forth below the responses of Green Plains Renewable Energy, Inc.
(“GPRE” or the “Company”) to the comments contained in the comment letter dated
July 21, 2008 from the staff of the Securities and Exchange Commission
(the “Staff”).  The Company is
concurrently filing via EDGAR Amendment No. 1 to its Registration
Statement on Form S-4 (the “Registration Statement”).  The Registration Statement reflects the
Company’s responses to the Staff’s comments as well as certain updating
information and conforming changes resulting therefrom.  To expedite your review, we are also sending
you copies of the Registration Statement marked to show changes from the filing
on June 24, 2008.  All page references
in the Company’s responses are to the marked copies of the Registration
Statement, not the EDGAR view.  Certain page numbers
have changed from the initial filing.
For ease of reference, we reproduce below the comments, and include
under each comment the Company’s response.

General

1.        Please provide us supplementally with copies of all materials prepared by your financial advisor
and shared with the board of directors and its representatives.  In particular, please provide us with copies
of the board books and all transcripts, summaries and video presentation materials.
We may have further comments after we review these materials.

These materials have been provided to the Staff in
hard copy under separate cover.  The
Company has separately requested confidential treatment for such materials.

2.        Please provide us supplementally with all financial
information including financial forecasts relating to performance prepared by
GPRE, VBV or their financial advisors or affiliates and given or made available to the other
party or its
representatives.

These materials have been provided to the Staff in
hard copy under separate cover.  The
Company has separately requested confidential treatment for such materials.

3.        We note that information is omitted throughout the
registration statement that is not Rule 430A information.  To the extent practicable, complete the information before amending the
registration statement.

To the extent practicable, the omitted information has been included in
Amendment No. 1.

4.        Please ensure that the financial statements and corresponding financial
information included comply with Rule 3-12 of Regulation S-X.

The Company has ensured compliance with Rule 3-12
of Regulation S-X.

5.        We note that you filed a current report on Form 8-K on July 10, 2008 regarding the completion of the first grind
at the Superior plant.  Please revise the registration statement to reflect the start-up of the Superior plant’s
operations.

The Registration Statement has been revised
throughout, where appropriate, to reflect this information.

6.        If you choose a shortened name or
abbreviation, ensure its meaning is clear from the context.  For example, the use of the acronyms “GLC”, “GPGC” and “GPG” is
confusing and most of the time it is difficult to understand which entity the
acronyms reference.  Please refer to Rule 421(b) of
the Securities Act of 1933.  Further, clarify in the filing
which entities are implied by the use of the defined term “Companies.”

For clarity, GLC has been changed to Great Lakes, and GPGC has been
changed to GP Grain.  The use of GPG has
been eliminated as unnecessary. Additional information has been included
throughout to clarify “Companies.”

7.        We note that some of the comments we raise below also relate to other
parts of the proxy statement/prospectus.
Please make conforming changes to other sections of the filing.

Conforming changes have been made where applicable in Amendment No. 1.

Shareholders’ Letter

8.        The purpose of the letter is to provide
the voting shareholders with a simple and a clear explanation of the
contemplated mergers.  Given the
complexity of the structure

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of the proposed transaction and  the various parties involved, the lack of
plain English disclosures makes your current disclosure quite dense and difficult to understand.

·      In accordance with Rule 421 of the
Securities Act of
1933 and Rule 14a-5(a) of the Exchange Act of 1934, please revise
your disclosure to describe the proposed transaction in plain English.

·      Since you estimate that, immediately after the completion of the mergers and  the Stock Purchase, the former VBV, EGP and IBE unit
holders will own approximately 68.3% of the outstanding shares of GPRE common
stock, and GPRE will be a minority stakeholder of EGP and IBE, please
clarify that the VBV merger would constitute a change in control for GPRE, with
a significantly dilutive effect on the existing GPRE shareholders.

The surviving entities in the EGP
and IBE Mergers will be indirect, wholly owned subsidiaries of GPRE.  Otherwise, the Shareholders’ letter has been
revised as requested.

·      Prominently disclose that the exchange
ratio is fixed and cannot be adjusted regardless of GPRE stock price changes,
or otherwise.  Further, please disclose
the value of the Collective Consideration based on the fixed exchange ratio at
the time of the signing of the merger agreements and as of the most recent
practicable date.

·      Clarify that the Stock Purchase is an
unregistered sale of GPRE securities done on a private placement basis.

The Shareholders’ letter has been revised as
requested.

9.        Please
indicate the percentage of GPRE shareholders that have already indicated
support for the merger.  If passage is
assured, please clearly disclose.
Further indicate whether a simple majority must be achieved.

Disclosure that approximately 29% of GPRE
shareholders have indicated support and the vote required have been
included.  As passage is not assured,
this disclosure has not been included.
The vote required has also been added where appropriate.

10.      Please disclose the tax consequences to shareholders
on the cover of your proxy statement/prospectus.  It is unclear from your disclosures whether
the VBV merger is supposed to be a tax-free reorganization pursuant to Section 368(a) of
the Internal Revenue Code of 1986.

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The cover
has been revised to disclose, and the disclosure in the Registration Statement
generally has been revised to clarify, the tax consequences of the VBV Merger.

·      If the VBV merger is intended to be a
tax-free reorganization, that is deemed to be a material tax consequence and
you must provide an opinion of counsel or that of an independent public or
certified accountant.  Please disclose
and identify the counsel or CPA who is rendering the opinion at each place in
the prospectus where you discuss the tax consequences and disclose what their
opinion is, i.e., that the merger will be a tax-free reorganization.  Please delete all statements that “you intend”
for the merger to be treated as a reorganization.  Please file the opinion as an exhibit in
accordance with Item 601(b)(8) of Regulation S-K.

We have
updated the disclosure in the Registration Statement to clarify the tax
treatment of the VBV Merger.  Concurrently
with the filing of the Registration Statement, the opinion of Stoel Rives LLP
regarding the tax treatment of the VBV Merger has been filed as an exhibit in
accordance with Item 601(b)(8) of Regulation S-K.

·      Please include appropriate risk factor
disclosure disclosing what will happen in the event that the VBV merger does
not qualify as a Section 368(a) reorganization.

The
disclosure on page 22 has been revised to include this risk factor.

·      Your “Material U.S. Federal Income Tax
Consequences of the Mergers” discussion on page 64 should not be limited
only to the Subsidiary Holders, but to all Holders.  Please revise the first paragraph of your
disclosure accordingly.

The disclosure on page 73 has been revised
accordingly.

Questions and Answers, page 1

11.      To the extent that you ask a question, your answers
should actually respond to that question.
For example, when you ask “Why am I receiving this proxy
statement/prospectus?” your answer should respond to the question directly and
not provide a long explanation of the structure of the merger, then the actions
which the shareholders have to vote upon, and then address the question
itself.

Certain questions and answers have been revised
for additional clarity.

·      Please consider revising the order of the
questions and answers by first addressing questions related to the mergers by
characterizing the nature of the mergers (i.e. acquisition by VBV, merger of
equals, ect.), including

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without
limitations, questions related to why the company’s board is proposing the
mergers, what the VBV merger consideration is, the effect that the mergers will
have on the existing stockholders of GPRE, and then addressing questions
related to why the shareholders are receiving the proxy statement/prospectus.

The order of certain questions and answers have
been revised for additional clarity.

·      Further, to make the questions and
answers portion of the proxy statement/prospectus effective in improving the
shareholders’ understanding of the contemplated transactions, each question
should address only one aspect of the contemplated transaction.  For example, the question “What will happen
in the Mergers; what is the Stock Purchase?” should be broken in two different
descriptive questions, each addressing the two issues separately.

Certain questions and answers have been revised in
this manner for additional clarity.

12.      Please consider adding questions and answers regarding the conditions that
are required to be fulfilled to complete the mergers, what constitutes a quorum
for purposes of the special meeting of the shareholders and when the mergers
will become effective (for example whether a merger certificate would have to
be filed with the appropriate state agency).

Additional questions and answers are included to address these matters.

Questions and Answers about the Special Meeting of
GPRE Shareholders, page 4

What will be voted on at the special meeting?, page 4

13.      We note that approval of the mergers, and
in particular the VBV merger, is not listed as one of the proposals that the
GPRE shareholders would have to vote upon.
Since the VBV merger constitutes a change in control for GPRE, please
confirm that no shareholder vote is required for the approval of the mergers,
or to the contrary, revise your disclosures accordingly.

The disclosure on pages 5, 46 and 48 has been
revised to include a proposal for shareholder approval as required by IBCA
490.1104.

14.      Please expand your disclosure of the second proposal by identifying the
provisions of the amended and restated articles of incorporation that are being
amended.

Additional disclosure to the second proposal has been added on page 5.

Can
I revoke my proxy or change my vote even after returning a proxy card?,

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15.      Please clarify in your disclosure that either the notice of revocation
or a validly issued later-dated proxy, as the case may be, must be received
before the date of the special meeting.

The disclosure on page 6 has been clarified as requested.

What
GPRE shareholder approvals are needed to
complete the Mergers?, page 6

16.      Please clarify that the issuance
of 17,139,000 shares of GPRE common stock in the mergers and the Stock Purchase
require the affirmative vote of a majority of the shares cast a the special
meeting when a
quorum is present.

The
disclosure on page 6 has been clarified as requested.

Summary, page 7

17.      In accordance with Rule 421 of the Securities Act of 1933 and Rule 14a-5(a) of the Exchange Act of 1934, please revise your
disclosure to include a graphical presentation of the contemplated transaction,
identifying all of the relationships among the parties to the mergers.

A graphical presentation has been added on page 11.

The Companies, page 7 VBV LLC, page 7

18.      Please disclose that VBV has no other operations and is a holding
company for its subsidiaries if true.

We
respectfully advise that VBV is not a holding company, but rather an operating
entity that has employees, is party to numerous contractual arrangements,
including various input, hedging and infrastructure contracts, and, through its
employees, is actively involved in the management of various operational
aspects of its two majority-owned subsidiaries, IBE and EGP.

Conditions to Completion of the Mergers, page 9

19.      Please discuss here the amendment and restatement of
your articles of incorporation and amendment to the bylaws.  We note your discussion on page 46
regarding Proposal No.2.

Discussion has been added on page 10 and in
other parts of the Registration Statement.

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20.      Please briefly describe the facts under which you may waive the
conditions to the mergers, and any circumstances under which you would
re-solicit shareholders’ votes.

A description of these matters has been added on page 10.

Management After the Mergers, page 10

21.      Clarify whether the management of VBV, EGP and IBE will remain the same
post mergers.

The requested clarification has been added to page 13.

Regulatory Approvals, page 12

22.      Please update your disclosure here concerning the expiration of the
waiting period under Hart-Scott-Rodino.

The disclosure has been updated on pages 15 and 70.

Restrictions on the Ability
to Sell GPRE Common Stock, page 12

23.      Since the shares issuable pursuant to this registration statement are
freely transferable subject to the applicable rules governing shares held
by affiliates and any existing contractual obligations restricting the transferability of
the shares, it is unclear what is intended by the first sentence of this
section.  Please explain or otherwise
revise your disclosure to accurately describe the transferability of the shares
issued after the effectiveness of this registration statement.

The first sentence has been deleted as unnecessary, and a corresponding
change has been made on page 71.

24.      Please clarify that your disclosure at the end of the second paragraph
relates to the $60 million share purchase by the Bioverda entities.

This disclosure does not just relate to the $60 million, but to all
shares of GPRE held by these entities.
Additional words have been added for clarity.

Comparative Per Share Data, page 14

25.      Please advise why the pro forma
basic and diluted earnings (loss) per share amounts for the year ended March 31,
2008 for Green Plains Renewable Energy, Inc. presented in the table on page 15
are not the same as the amounts reported on the pro forma statement of
operations on page 88.  In a similar
manner, it does not appear that the pro forma book value per share amount
is calculated based on the amounts reported on the pro forma balance
sheet.  Please advise or revise as
necessary.

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The disclosure has been revised in response to this comment on page 16.

26.      Your disclosures on page F-56 indicate that VBV LLC had 1,000
units issued.  In light of this, please
help us understand how you arrived at the historical basic and diluted earnings (loss) per share
amount of ($3,520.11).

The historical basic and diluted earnings (loss)
per share are now included on the Pro Forma Statement of Operations.  The
VBV net loss of $3,520,000 (rounded) was divided by the weighted VBV shares
outst