SecProbe.io

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Mail Stop 6010

September 2, 2005

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

Re:	Advanced BioEnergy, LLC
	Amendment No. 1 to Registration Statement on Form SB-2
      Filed August 12, 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.

Prospectus

1. Eliminate unnecessary repetition.  For example, we note on the
prospectus cover that you repeat the offering price and minimum
and
maximum multiple times.  Please see sample comment 11 in Updated
Staff Legal Bulletin No. 7 (June 7, 1999) available on our web
site
at http://www.sec.gov/interps/legal/cfslb7a.htm.

Risk Factors, page 8

2. We reissue comment 13 from our letter dated June 24, 2005.
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.

We have no current plan to sell the raw carbon dioxide..., page 15

3. Please expand your response to comment 17 to clarify whether
emission of carbon dioxide violates current laws.

Our operating agreement does not require, page 20

4. Please expand the risk factor to explain briefly the effect of
the
inapplicability of section 16 of the Exchange Act.  Also revise
the
risk factor heading to capture fully the extent of the risk
described
in the risk factor.

Trends and uncertainties..., page 30

5. Please ensure that your disclosure is balanced.  For example,
it
is unclear why you have not included (1) the basis for the states`
waiver requests to the extent that they address concerns regarding
ethanol and (2) opposing views regarding the effectiveness of
ethanol
and its effects on fuel economy.  Also, if there is material
consumer
resistance to ethanol products or impediments to implementing the
E85
standard you mention, please address these issues with equal
prominence as your disclosure of positive trends.

Liquidity and Capital Resources, page 33

6. With a view toward disclosure, tell us the basis for your
belief
that you can obtain a loan near the prime rate.

Description of Business, page 39

7. We reissue comment 22.  Several captions on the graphics in the
version of your prospectus filed on Edgar remain unreadable.

General Ethanol Demand and Supply, page 44

8. We note that you have provided us with the 2003 and the 2005
Annual Energy Outlook as prepared by the Energy Information
Administration.  With respect to the information included in your
registration statement based on these reports, please tell us
whether
you have relied exclusively on the data in the 2005 report versus
the
data in the 2003 report, and if not, why not.

Ethanol Average Prices, Page 46

9. We reissue comment 29 which sought on-going production expense
per
gallon, not construction or project expenses.

Our Primary Competition, page 52

10. We note your response to comment 33.  However, your prospectus
should state clearly in one location the information you have
about
the demand for your product in the region you can service and the
existing supply serving that region.

Strategic Partners, page 57

11. It is unclear how you have addressed that part of comment 25
that
sought balanced disclosure including your partners` negative
experience.  For example, have they ever experience material
construction delays, cost overruns, labor difficulties or plant
failures?

Fagen, Inc., page 57

12. Please clarify the conditions under which Fagen would make an
investment in your company.  Also indicate what type of securities
Fagen would be offered (i.e., would Fagen purchase the units
currently being registered or would it receive different
securities?).

Construction and timetable for completion of the project, page 58

13. Please clarify what activities take place during the two
months
of "commissioning."

Security Ownership of Certain Beneficial Owners and Management,
page
65; and Units Beneficially Owned by Directors and Officers, page
66

14. We see the changes you have made to your table of "Security
Ownership of Certain Beneficial Owners" and your table of "Units
Beneficially Owned by Directors and Officers" in response to our
prior comment 39, but note that the information that appears in
the
tables with respect to the securities beneficially owned by
Messrs.
Holmes and Porter seems to be contradicted by the related
footnotes
to that information.  Please revise your footnotes to these tables
so
that there is no apparent contradiction.

Certain Relationships and Related Transactions, page 69

15. We reissue comment 41.  Your reliance on Item 404(b)(5) of
Regulation S-B is misplaced because the acquisition of securities
is
not an interest arising from the ownership of securities.

Transaction with BioEnergy Capital Consultants, LLC, page70

16. We note that BioEnergy Capital Consultants, LLC will, among
other
things, act as an equity consultant and assist in the planning of
your equity marketing effort and in the organization of investor
meetings.  Please provide us with specific details of your
consulting
agreement with BioEnergy Capital including: (i) the specific
activities that BioEnergy Capital will perform under the
consulting
agreement; and (ii) the form of compensation BioEnergy Capital
will
receive for these activities.  With regard to compensation, the
registration statement indicates that BioEnergy Capital has
already
received Advanced BioEnergy membership units in exchange for
consulting services.  In the event that Advanced BioEnergy`s
equity
offering is successful, please describe any additional
compensation
that BioEnergy will receive for its activities in addition to the
membership units already transferred.  In the event that Advanced
BioEnergy`s equity offering is not successful, please explain
whether
BioEnergy Capital will retain its interest in the membership units
or
receive any alternative or additional compensation for its
activities.  Please analyze whether BioEnergy Capital`s activities
and compensation under the consulting agreement would require the
consultant to register as a broker-dealer.

17. Please explain in greater detail John Porter`s relationship to
Advanced BioEnergy and BioEnergy Capital, respectively, including
(i)
Mr. Porter`s title and the specific activities he will perform for
each company, and (ii) the compensation he will receive from each
company for his activities.

Plan of Distribution, page 70

18. We reissue the first sentence of comment 44.  Your disclosure
does not explain the purpose and implications of each of the
material
terms of each agreement that you are asking investors to sign.  As
a
partial list of omitted disclosure, we note:

* Section E. 6 of the subscription agreement contains material
representations and warranties not described in your prospectus.
* It is unclear what you are accomplishing by requiring investors
to
acknowledge that the securities are being sold upon a federal and
state registration.
* You do not clarify the effect of your reliance on the assertions
in
a claim against you, particularly given section 14 of the
Securities
Act.
* With respect to the promissory note, please make it clear to
your
investors what is meant by the term "full recourse" and that their
reimbursement obligation for amounts you must spend to collect any
outstanding balance may include reasonable attorneys` fees.
* Please also briefly describe in every day language the meaning
of
the provisions contained in the last three paragraphs of the
promissory note and security agreement.

19. We note your response to the second sentence of comment 44;
however, your filing must be in the form of the prospectus that
you
will use, including all attachments in the location that they will
appear.

20. We note your response to our prior comment 45 but you do not
appear to have revised the related disclosure.  As such, we
reissue
prior comment 45.  Please tell us what other prospectus you intend
to
use.

21. We note your response to our prior comment 46.  Please provide
us
with your analysis as to how the participation of the distribution
participants in this offering is consistent with Exchange Act Rule
3a4-1(a)(4)(ii)(C) given the transactions described in Item 26 of
Part II of your registration statement.

Transactions with WDB, Inc. and Bettger Brothers Partnership, page
70

22. Disclose the consideration paid for the option and the
exercise
price.  Also clarify the business purpose of paying for planting
one
crop over another, particularly on property you do not own.

Subscription Procedures, page 73

23. We note that your disclosure still indicates that if you
reject
an investor`s subscription that you will promptly return the
subscription, check and signature page "by the close of the next
business day or as soon as possible thereafter."  Please note that
the quoted language is not consistent with Rule 10b-9 under the
Securities Exchange Act of 1934 which requires the "prompt" return
of
subscriptions.  Please revise your disclosure to be consistent
with
the requirement of Rule 10b-9.  We also note your similar
disclosure
under "Escrow Procedures" on page 74 with respect to the return on
amounts invested if you terminate your offering.  Please revise
your
disclosure in that section to be consistent with the requirements
of
Rule 10b-9 as well.

Summary of Promotional and Sales Material, page 75

24. We reissue the portion of our prior comment 54 which asked
that
you tell us whether you plan to use the Internet or any other
electronic distribution procedures in connection with this
offering,
and describe how those procedures are consistent with section 5.

25. Tell us how your use of the material you cite in response 54
for
information meetings and mailings will be used consistent with
section 5 of the Securities Act.

26. We note your response to our prior comment 55.  Please provide
us
with the described materials at such time as they have been
completed.

Membership Units, page 75

27. Your response to comment 56 and related disclosure indicates
that
your units include two separable securities with different
durations
and rights.  Please revise your fee table and the description of
the
securities throughout the documents accordingly. However, if in
fact
the securities are not separable, but instead some rights of the
security holders terminate upon the occurrence of specified
events,
please revise your disclosure to remove the implications
throughout
that you are offering separable interests and clarify how
subsequent
investors will know which rights they are acquiring.

28. We reissue the last sentence of comment 57.  It remains
unclear
whether you can issue units or interests with preferred rights.

Members` Meetings and Other Members` Rights, page 82

29. Please expand your disclosure in response to comment 63 to
address those material situations under the state law you cite
which
required a greater or lesser vote.

Federal Income Tax Consequences of Owning Our Units, page 84

30. We reissue comment 66.  We note your continued use of
equivocal
statements like what consequences are "probable" (page 86) and
"more
likely than not" (page 92).

Publicly Traded Partnership Rules, page 85

31. In response to comment 67, you state that the Company is
exempt
from registration as a broker-dealer because it intends to operate
its proposed matching service in accordance with various no-action
letters issued by the SEC.  See letter re: Real Goods Trading
Corporation (June 24, 1996); letter re: PerfectData Corporation,
(Aug. 5, 1996); Flamemaster Corporation (Oct. 29, 1996); see also
letter re: Portland Brewing Company (Dec. 14, 1999).  In the cited
no-action letters, Commission staff granted no-action relief to
companies with "passive bulletin board systems" that provide
information to prospective sellers and buyers of the companies`
securities.  No transactions would be effected by the systems
themselves, and the companies would have no role in effecting
transactions between participants; rather all transactions would
be
effected only by direct contact between the bulletin board
participants.  However, your disclosure indicates that "matching
occurs either by matching the list of interested buyers with the
list
of interested sellers or through a bid and ask process that allows
interested buyers to bid on the listed interest."  Thus, the staff
of
the Division of Market Regulation does not believe the Company can
conduct the activity described in your registration statement in
reliance on the no-action letters cited.  We, therefore, reissue
our
prior comment 67.

Additional Information, page 94

32. We note your response to comment 69.  Please clarify in your
disclosure the significance of the statement to investors,
particularly given your reference two sentences later to omitted
information.

Part II of Registration Statement

Signatures, page II-6

33. Please indicate below the second paragraph who is signing in
the
capacity as principal executive officer, principal financial
officer,
and principal accounting officer or controller.

Exhibits

34. We note your response to our prior comment 77, however, the
versions of the agreements filed as exhibits 10.2 and 10.4
available
on EDGAR via www.sec.gov are unreadable.  Please refile these
agreements in a format that may be read by your investors.

Exhibit 4.2

35. We note your revisions in response to comment 79.  However, it
is
inappropriate to require investors to certify that they have read
the
prospectus or otherwise taken action which implies that they have
waived rights under the federal securities laws.

Exhibit 5.1

36. We reissue comment 82 which sought a legal analysis, not
solely a
conclusion.

Exhibit 8.1

37. We reissue our prior comment 81.  Please tell us with
specificity
which matters of law and legal conclusions in your tax disclosure
are
carved out of the opinion by the language "unless otherwise noted"
in
the fourth paragraph.

Additional Changes and Updates by the Registrant

38. We note from your response letter dated August 12, 2005 that
you
are receiving comments from various state agencies.  If you make
revisions to your disclosure based on comments received from those
agencies, please inform of us such changes and the reasons for
such
revised disclosure.

* * *

      As appropriate, please amend your registration statement in
response to these comments.  You may wish to provide us with
marked
copies of the amendment to expedite our review.  Please furnish a
cover letter with your amendment that keys your responses to our
comments and provides any requested information.  Detailed cover
letters greatly facilitate our review.  Please understand that we
may
have additional comments after reviewing your amendment and
responses
to our comments.

      We direct your attention to Rules 460 and 461 regarding
requesting acceleration of a registration statement.  Please allow
adequate time after the filing of any amendment for further review
before submitting a request for acce