SecProbe.io

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Mail Stop 6010

June 24, 2005

Robert E. Bettger
Director
Advanced BioEnergy, LLC
910 9th Street
Fairmont, Nebraska 68354

Re:	Advanced BioEnergy, LLC
	Registration Statement on Form SB-2
      Filed May 27, 2005
	Registration No. 333-125335

Dear Mr. Bettger:

      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
information so we may better understand your disclosure.  After
reviewing this information, we may 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 any other aspect
of
our review.  Feel free to call us at the telephone numbers listed
at
the end of this letter.

Registration Statement on Form SB-2

General

1. Please provide us with copies of all additional artwork and
graphics that you intend to include in the prospectus.

Fee Table

2. Provide references to the specific provisions of Rule 457 on
which
you rely.

Prospectus

3. Please provide us a copy of the prospectus in the form that you
intend to provide it to investors.  The prospectus should evidence
your compliance with the one-page cover limitation and the
requirements of Rule 421.

Cover Page of Prospectus

4. We note the restrictions on transfer that will be imposed upon
your units.  Please briefly indicate the existence of such
restrictions on the cover page of your prospectus.

Prospectus Summary, page 1

The Project, page 1

5. We note that you intend to market your ethanol through an
experienced ethanol marketer.  If you have identified an ethanol
marketer and entered into an agreement with such marketer, please
name the marketer, file the agreement as an exhibit to your
registration statement and describe the material terms of the
agreement in an appropriate location in your prospectus.  Also,
disclose the basis of your belief that the marketer is
"experienced."
If you have not identified an ethanol marketer, please generally
describe how you anticipate identifying such a marketer and the
general terms of the arrangement that you expect to enter into
with
such marketer, including compensation.

Our Financing Plan, page 2

6. We note that you intend to conduct a debt financing
concurrently
with the offering of your registered units.  Please provide us
with
more detail on how you intend to structure your debt financing and
provide us with your analysis as to why the debt financing should
not
be integrated with the registered offering.  Include in your
analysis
a discussion of any relevant staff interpretations.

Membership in Advanced BioEnergy and Our Amended and Restated
Operation Agreement, page 2

7. We note the discussion in your third paragraph of how net
income
will be allocated to unit holders.  Please expand your disclosure
to
similarly discuss how net losses will be allocated and treated for
federal income tax purposes.

Escrow Procedures, page 5

8. Quantify the agent`s fees that will be deducted from proceeds
you
return to investors.

Risk Factors, page 8

9. We note from your disclosure that you may be required to issue
warrants in order to obtain debt financing.  If material, please
describe the risks to your investors from the issuance of such
warrants, including their dilutive effects.  In addition, we note
that in order to commence operations, you will need to attract and
retain operational employees.  If you intend to adopt a unit
incentive plan or otherwise grant units, options or warrants,
etc.,
to attract and retain such personnel, please also address the
dilutive effects of those actions as well.

10. We note from your disclosure on page 31 that the Nebraska
production tax credits may cause your plant to be less competitive
than other Nebraska plants that are eligible to participate in
this
program.  Please disclose any material risks that you may face as
a
result of those tax credits or other similar credits.

11. We note from your disclosure that you will engage in
contracting
and hedging activities related to commodities once your plant
becomes
operational.  Please describe any material risks that may result
from
engaging in such activities.

12. Regarding the penultimate paragraph of your "Risk Factors"
section on page 20, please note that investors are entitled to
rely
on your disclosure.  Please remove any implication to the
contrary.

13. Please revise the last paragraph of your "Risk Factors"
section
to remove any implication that investors will waive any rights
under
the federal securities laws.

14. Add a risk factor to explain the risks of the 25% quorum
mentioned on page 76.

Agreements that have not yet been finalized..., page 10

15. Please identify with specificity the agreements to which you
refer.

The plant site..., page 12

16. With a view toward disclosure, please tell us:

* the historical uses of the property that would indicate the risk
of
the existence of a hazardous condition; and
* the investigation you have made of the condition of the
property.

We have no current plan..., page 14

17. If the emission of carbon dioxide violates current laws,
please
say so directly.  If it does not violate laws, it is unclear why
you
would be subject to claims.  If it does violate laws, it is
unclear
why you would build a non-compliant plant.

Risks Related to the Units, page 16

18. We note your disclosures on page 72 under "Distributions" that
you do not know the amount of cash you will generate, if any, that
cash distributions are not assured, and that such distributions
will
depend on numerous factors.  Please expand your risk factor
disclosure to describe to your investors the risks associated with
the foregoing factors, such as receiving limited or no future
distributions, and any material affects that such factors may have
on
your investors` ability to receive a return on their investment
given
that you intend that the units will be illiquid securities.

Use of Proceeds, page 22

19. Please disclose the amounts to be paid to affiliates or
related
parties in connection with this transaction, such as the amount to
be
paid the related bank.

Management`s Discussion and Analysis..., page 27

Trends and Uncertainties Impacting the Ethanol Industry..., page
28

20. If growth in demand for ethanol may be materially limited by a
lack of ethanol blending capacity in the refining industry, please
include a discussion of this factor and its potential affects on
the
marketing and pricing of your potential supply of ethanol in your
anticipated markets.

Grants, Government Programs, Tax Credits and Tax Increment
Financing,
page 31

21. We note your disclosure in the last paragraph of page 31
regarding the legislative bill introduced in Nebraska.  If known,
please indicate the periods during which your plant would have to
become operational in order to benefit from this proposed
legislation.

Description of Business, page 35

22. The labeling contained in your diagram on page 35 is not
legible.
Please ensure that all of the graphics and accompanying text that
you
include in your prospectus may be easily read by your investors.

23. With a view toward disclosure, please tell us whether your
anticipated business involves any protected intellectual property
and
how you will obtain rights to that property.

Ethanol Markets, page 39

24. Please provide us with independent, objective support for your
statement that ethanol improves automobile performance.

General Ethanol Demand and Supply, page 40

25. We note that you cite data from the National Corn Growers
Association and the Energy Information Administration here and in
the
other sections of your prospectus.  Please provide us with a
complete
copy of the industry data that you have cited in your prospectus.
With regard to the data you have cited from the EIA, please tell
us
whether the 2003 outlook report represents the most recently
available data.  If so, tell us the basis for your belief that the
data remains reliable.  Please tell us whether the 2003 outlook
report contained any projections for the market in 2003 and 2004,
and, if so, whether those predictions proved to be accurate.

26. Please tell us whether the industry data cited throughout your
prospectus is publicly available or was commissioned by you or for
your registration statement.

27. We note the disclosure in the first paragraph on page 42 which
indicates that the described factors may adversely affect your
"profit margin" and your ability to "maintain positive cash
flows,"
and the disclosure in the last paragraph on page 45 that the
described factors may reduce your "net income."  Please revise
your
disclosures so that it is clear to your investors that your
ability
to achieve positive gross margins, cash flows and net income is
prospective.

28. Given your disclosure on page 28 that supply currently is
outpacing demand, please tell us why you believe that the chart at
the bottom of page 41 is a materially complete presentation of
stocks
and consumption.

Ethanol Average Prices, page 43

29. With a view toward disclosure, please tell us your budgeted
expenses per gallon that you plan to produce.

Federal Ethanol Supports, page 43

30. Please explain the tariff protections mentioned on page 16.

Property Location and Proximity to Markets, page 46

31. Please disclose the material provisions of the planting
agreement
mentioned on page F-9.

32. In an appropriate section of your prospectus, disclose the
location and the nature of the property from which you currently
operate your business.  For example, are you currently renting an
office in a commercial office complex?

Competition from Alternative Fuel Additives, page 51

33. With a view toward disclosure, tell us what information you
have
about the demand for your proposed product in the areas to which
you
can economically deliver using the transportation methods you
describe on page 47.  Also tell us whether the plants in this area
already satisfy this demand, and if so, how you intend to compete.

Strategic Partners, page 53

Fagen, Inc., page 53

34. We note your disclosure that Fagen is a meaningful project
participant because of, among other factors, its "investment."
Please revise your disclose to describe or further clarify Fagen`s
investment in your company.

35. Please more fully describe Fagen and ICM.  Provide some
specific
indication of their size, operational history, and a balanced,
objective evaluation of both positive and negative experience in
the
industry.

ICM, Inc., page 54

36. Clarify who "expects" ICM to be the principal subcontractor.
Also disclose the extent of your communications and agreements
with
ICM.

Construction and timetable for completion of the project, page 54

37. Disclose the material assumptions underlying the timetable.
For
example, what weather and interest rates did you assume?  How much
time for unplanned contingencies is built into the timetable?

Directors, Executive Officers, Promoters and Control Persons, page
59

Business Experience of Directors and Officers, page 59

38. For those directors or officers who have experience with
ethanol
plants, please provide specific information about that experience.
For example, the nature and duration of the experience, the size
and
location of the plant and the success of the plant.

Security Ownership of Certain Beneficial Owners and Management,
page
61; and Units Beneficially Owned by Directors and Officers, page
62

39. We note that in your table of "Security Ownership of Certain
Beneficial Owners" you have indicated that the Holmes Residuary
Trust
and BioEnergy Capital Consultants are beneficial owners of your
units, while in your table of "Units Beneficially Owned by
Directors
and Officers" Messrs. Holmes and Porter, respectively, are
identified
as beneficial owners of your units.  Please revise your tables to
present consistent information and to identify the natural persons
who beneficially own the units.

Certain Relationships and Related Transactions, page 65

40. Please indicate the relationship of Fagen, Inc. to your
company
that requires the disclosure of the transaction described in this
section.

41. We note the transactions pursuant to which your directors
initially purchased your units and the subsequent unit
distribution.
To the extent that any of those transactions are required to be
disclosed pursuant to Item 404 of Regulation S-B, please expand
your
disclosure to include those transactions or provide us with an
explanation of why those transactions are not required to be
disclosed in this section.  In particular, we note that Messrs.
Otte
and Hughes appear to have initially purchased in excess of $60,000
of
your units.

42. Please revise your disclosure regarding the payment of a
development fee to Messrs. Stephenson and Holmes to include the
estimated total project cost and the number of additional units
that
may be issued to those individuals as indicated in the first
paragraph on page F-10.

43. Please describe with specificity the services that BioEnergy
Capital provided in exchange for the membership units.  Also
disclose
the duration of the consulting agreement and any additional
compensation to be paid under the agreement.

Plan of Distribution, page 66

44. Please describe fully the purpose and legal implications of
each
of the material terms of each agreement that investors must sign
in
connection with investing in your offering. Also clarify whether
those agreements are included with the prospectus; we note your
reference to exhibits in the prospectus table of contents, but no
such exhibits appear within the prospectus.

45. We note your reference in the first paragraph to a prospectus
"such as this."  Tell us what other prospectus you intend to use.

46. Tell us whether each person who will participate in the
distribution is a registered broker-dealer.  If not, analyze in
detail how each such person qualifies for an exemption from such
registration.

The Offering, page 66

47. We note your disclosure that affiliated investors may acquire
additional units and influence your business in a manner more
beneficial to them than to other investors.  If material, please
describe in your "Risk Factors" section the risks that these
potential conflicts of interests may present to your non-
affiliated
investors.

Suitability of Investors, page 67

48. Please disclose the reasons you are seeking each of the
representations and the effect of each representation on
investors.
Include all material representations from exhibit 4.2.

49. Refer to the second bullet point.  It is inappropriate to
disclaim responsibility for the tax disclosure in your prospectus.
Although we do not object to issuers recommending that investors
consult their own tax advisors particularly with respect to their
personal tax situation, we believe that requiring investors to
"rely"
on the advice of others is an inappropriate disclaimer.  Likewise,
section E.6.g of exhibit 4.2 to your registration statement is
inconsistent with your disclosure obligations.

Subscription Period, page 68; and Subscription Procedures, page 68

50. Clarify whether investors may withdraw subscriptions.

51. We note your disclosures in these sections that funds will be
returned "by the close of the next business day or as soon as
possible after the termination of the offering" or "within thirty
days of rejection."  Please note that these time periods are not
consistent with Rule 10b-9 under t