SecProbe.io

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Mail Stop 0308

      April 20, 2005

VIA U.S. MAIL AND FACSIMILE

Tom Lynch, President
Siouxland Ethanol, LLC
110 East Elk Street
Jackson, Nebraska 68743

Re:	Siouxland Ethanol, LLC
      Registration Statement on Form SB-2
      File No. 333-123473
      Filed on March 21, 2005

Dear Mr. Lynch:

      We have reviewed your filing and have the following
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 necessary in your
explanation.
In some of our comments, we may ask you to provide us with
supplemental information so we may better understand your
disclosure.
After reviewing this information, we may or may not 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 overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.

General
1. We note that the securities you are offering for sale at
$10,000
per unit include a deferred payment option.  Specifically,
investors
may pay a minimum initial 10% of the purchase price in cash, and
provide up to the remaining 90% of the purchase price by means of
a
promissory note due after the offering closes.  It is unclear
whether
this structure is consistent with Rule 10b-9 under the Securities
Exchange Act of 1934.  Rule 10b-9(a)(2), in relevant effect,
prohibits the release from escrow of consideration paid in a
minimum-
maximum offering unless "the total amount due to the [issuer] is
received by [the issuer] by a specified date."  It is unclear
whether
receipt of a promissory note constitutes the total amount due.
Please revise or advise.  In this regard, and as part of your
response, please tell us with a view toward clarifying disclosure
whether your escrow agent will release the funds to you upon
confirmation that the offering has terminated and you have
received
the minimum proceeds in cash, or whether a mixture of cash and
promissory notes by the offering termination date is sufficient to
trigger release from escrow.
2. Please review your disclosure and ensure that you identify the
source for the industry and scientific data that you provide.
Currently, you include many factual statements, but you do not
always
indicate whether the source of this information is based upon
management`s belief, industry data, scientific reports, general
articles, or any other source.  For example, we note the
following:

* "We expect the ethanol plant will annually process approximately
18.5 million bushels of corn into 50 million gallons of ethanol,
160,000 tons of distillers grains for animal feed and 110,200 tons
of
carbon dioxide."

* "We believe that ethanol production is expanding rapidly at this
time."

* "The price of grain has fluctuated significantly in the past and
may fluctuate significantly in the future."

* "[R]ail is considerably more cost effective than truck
transportation to the more distant markets."

These are only examples.  The Business section in particular
contains
a number of other examples.  If the statements are based upon
management`s belief, please indicate that this is the case and
include an explanation for the basis of such belief.
Alternatively,
if the information is based upon reports or articles, please
supplementally provide these documents to us appropriately marked
and
dated.  We may have further comments.
3. Please provide us with copies of any additional artwork or
diagrams you intend to use as soon as possible for our review and
comment.  Please keep in mind that we may have comments on these
materials and you should consider waiting for these comments
before
printing and circulating any artwork.

Registration Statement Facing Page
4. On the facing page, please add a sentence indicating that
securities are being offered on a delayed or continuous basis
pursuant to Rule 415.  See interpretation D.36 of the Manual of
Publicly Available Telephone Interpretations (July 1997) and Form
S-1
to review the disclosure that you should include.
Prospectus Cover Page, page i
5. Please remove from the cover page and elsewhere in the forepart
of
your document all defined terms.  Readers will understand, without
resorting to a definition, the meaning of "we," "us," or
"Siouxland
Ethanol."
6. Please consider deleting the table on this page.  Since this
offering has no underwriters, this table is repetitive of the
preceding information about the minimum offering, the maximum
offering, and the offering prices.
7. Also, the first full paragraph after your table contains too
much
detail for a cover page.  See Item 501(a) of Regulation S-B.
Please
revise.  Rely on your Summary to provide information about your
business and financing needs.
8. The cross-reference to your Risk Factors section must be
highlighted by prominent type or another manner.  See Item
501(a)(5)
of Regulation S-B.  Therefore, please make your cross-reference
more
prominent by separating it from the Commission Legend.
9. On this page, and throughout your document, please more clearly
state when your offering will end.  See Item 501(a)(9)(iii) of
Regulation S-B.  Currently, you state that your offering will
terminate at the earliest of either your receipt of the minimum
amount of funds and a written debt financing commitment, one year
from the effective date of this registration statement, or the
offering`s termination.
10. Also, please clarify on what conditions you may terminate the
offering.  You state that you will not close your offering until
you
receive the minimum amount of subscriptions and secure a written
debt
financing commitment.  However, in other sections of this
document,
you condition the closing of your offering on receiving the
minimum
amount of subscriptions and the passing of one year from the time
this registration statement becomes effective.  In these other
sections, regarding debt financing, you state only that you will
need
to obtain debt financing to fully capitalize this project, you do
not
state that it is a condition upon which closing the offering
depends.
Therefore, please clarify the conditions of your offering and make
them consistent throughout your document.

Prospectus Summary, page 1
11. The Summary section is intended to provide a brief overview of
the most material aspects of the offering.  Your summary is too
long.
The summary should not contain, and is not required to contain,
all
of the detailed information in the prospectus.  See Item 503(a) of
Regulation S-B.  The Summary is only intended to provide a brief
snapshot of the offering.  Therefore, please consider making the
following changes:
* reducing the excess detail of many of your subsections, such as
your "Membership in Siouxland Ethanol and Our Operating Agreement"
subsection;
* removing entire subsections from your Summary section and
placing
them in your document`s subsequent sections, such as your
"Management
of Siouxland Ethanol," "Distributions to Unit Holders," and
"Important Notices to Investors" subsections, as some subsections
have information that is not material enough to merit Summary
disclosure; and
* deleting repetitive information contained elsewhere in your
Summary, in this section, or in other parts of your document, such
as
some of the information in your "Financing Plan," "Financial
Information," and "Suitability of Investors" subsections.
These are only examples.  Please thoroughly revise your Summary
section accordingly.  We may have further comments based upon your
revisions.
12. In this section, please clarify that you have three
alternatives
if you receive at least the minimum amount of equity funds but you
are unable to receive a debt financing commitment before the
offering
closes.  On page 21 of this document you state that you will
either
begin plant construction with the equity funds while seeking
another
debt financing source, you will hold the funds indefinitely while
seeking another funds source, or you will return the equity funds
to
your investors.

The Offering, page 1
13. Please disclose when this offering will commence.
14. Please disclose which officers and directors will be offering
securities on your behalf.  If the officers and directors listed
on
the top of page six are the individuals who will be offering your
securities, please revise to clarify.

The Project, page 1

15. We note you disclose risks related to the construction of the
ethanol plant and that you have no definitive binding agreement
with
any contractor outside the signed letter of intent to design and
build a plant.  Please revise in this section and throughout your
document to clarify that the $76.7 million is not a firm estimate,
but just a preliminary estimate of costs of an ethanol plant
similar
to the one that maybe designed and built.  Also, please revise in
the
body of the document, such as in your Management`s Discussion and
Analysis section, to clarify the basis for this estimate and the
major assumptions used to calculate this amount.

Escrow Procedures, page 4
16. You state that you will return promptly your prospective
buyers`
investment plus nominal interest, less a deduction for escrow
agent
fees if you are unable to meet the requirements of the offering or
you terminate the offering prior to its closing.  Please disclose
briefly whether the escrow fee deduction could result in your
investors receiving less than their full investment if you return
their money.  If the escrow fee exceeds the interest and will not
be
paid with your investors` funds, please disclose with what funds
you
will pay the fee.
17. Please discuss prominently that once a prospective investor
executes the subscription agreement, the investor may not withdraw
the funds from escrow, sell their interests, or otherwise cancel
the
agreement.

Risk Factors, page 6
18. Your Risk Factors section should be a discussion of the most
significant factors that make your offering speculative or risky,
and
you should place these factors in context so your readers can
understand a specific risk as it applies to you.  See SEC Release
No.
33-7497.  Also, you should not present risks that are generic or
contain boilerplate language that could apply to any issuer or any
offering.  We believe a discussion of risk in generic terms does
not
tell your readers how the risk may affect their investment in you.
Please revise your Risk Factors section generally to write each
risk
factor in plain English and avoid using boilerplate or generic
risk
factors.  See Item 503(c) of Regulation S-B.  As examples, please
consider the following risk factors:

* "Any agreements with lenders may require us to abide by
restrictive
loan covenants that may hinder our ability to operate."

* "Agreements that have not been finalized may never be finalized
or
may significantly change in ways that reduce the value of your
investment."

* "A change in environmental regulations or violations thereof
could
result in the devaluation of our units and a reduction in the
value
of your investment."

Further, some of your risk factor discussions do not clearly and
concisely convey the actual risk, such as the last risk factor on
page 10 and the third risk factor on page 14.  Consider whether
other
subsections or elements of a discussion within a subsection are
necessary for this section, and whether certain risk factors can
be
combined so they are not repetitive.  Accordingly, please revise
to
more precisely articulate the risks to your offering from each
risk
factor, and to ensure that each factor is written in plain
English.
We may have additional comments based upon your revisions.

Siouxland Ethanol has no operating history, which could result in
errors..., page 8
19. In this subsection, you state that your proposed operations
are
"subject to all the risks inherent in the establishment of a new
business enterprise."  Please disclose if there are additional
risks
you have failed to mention in your Risk Factors section.
Otherwise,
please consider deleting the above quoted phrase.
Agreements that have not yet been finalized may never be
finalized..., page 8
20. You state that your prospectus makes reference to documents
and
agreements that are not yet final or executed, and in some
instances
these documents and agreements are not even in draft form.
Throughout your prospectus, please disclose which of your
documents
or agreements have not been finalized and at what developmental
stage
are each of your documents and agreements.

The IRS May Classify Your Investment as Passive Activity Income,
Resulting..., page 15
21. Please discuss briefly what the Internal Revenue Service
classifies as a "passive activity."

Use of Proceeds, page 17
22. Please integrate this section with your section entitled
Estimated Use of Proceeds.
23. Also, please identify the persons from whom any assets will be
purchased, and if any of these assets will be acquired from your
affiliates or their associates, please set forth the principal you
used in determining their costs to you.  See Instruction 2 to Item
504 of Regulation S-B.

Determination of Offering Price, page 17
24. You state that you determined the unit offering price based on
your estimate of capital and expense requirements.  However, even
if
you receive the maximum funds, you will still require at least
$30,640,000 in loans or government grants after your offering.
Therefore, please provide the factors you considered in
determining
the offering price of $10,000.  See Item 504(a) of Regulation S-B.
For example, why did you not set the offering price at a higher
figure so that you would not have to borrow funds if you sold the
maximum number of units?  Finally, please consider whether your
recent private placements at $5,000 per unit contributed to the
calculation of the offering price.

Capitalization, page 19

25. We note that you do not have a commitment for financing.
Please
advise or revise to clarify the basis for your pro forma
presentation
of long-term debt.

Management`s Discussion and Analysis and Plan of Operation, page
20
26. Please expand this section to discuss known material risks,
trends, and uncertainties that will have or are reasonably likely
to
have a material impact on your revenues, operations, liquidity, or
income over the short and long terms, and the actions you are
taking
to address them.  In doing so, please discuss the industry-wide
factors relevant to your business and the risks and uncertainties
related to the development of your products to the extent
necessary
to commence operations and for the foreseeable future.
Additionally,
please discuss your ability to secure sources of supply and
customers, generate revenues, raise additional financing, and
manage
other significant risks and uncertainties that are material to
your
plan of operations and business.  See SEC Release No. 33-8350 and
Item 303 of Regulation S-B.

27. In this section, please disclose the number of employees you
have
currently and your plans for any significant changes in this
number
in the future.  See Item 303(a)(1)(iv) of Regulation S-B.

28. You disclose a proposed offering price of $10,000 for each
membership unit and we note you sold 195 membership units during
November 2004 for $5,000 per unit.  Please expand your
Management`s
Discussion and Analysis section to include the following
information:

* a list of the units sold to date and a discussion of the factors
and methods used in determining fair value at the time of each
issuance; and

* a discussion of the factors contributing to the difference
between
the fai