SecProbe.io

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Mail Stop 4561

      December 23, 2005

Jack L. Alderman
Chairman of the Board
E Energy Adams, LLC
510 Main Street, P.O. Box 49
Adams, Nebraska 68301

Re:	E Energy Adams, LLC
      Amendment No. 1 to the Registration Statement on Form SB-2
      Filed November 23, 2005
	Registration No. 333-128902

Dear Mr. Alderman:

      We have reviewed your amended registration statement and
have
the following comments.  Please note that the page numbers
referenced
below correspond to the courtesy marked copies of the registration
statement that you provided to us.

Form SB-2/A

General
1. Please refer to prior comment 2 from our letter dated November
4,
2005.  We note your statement that you have revised the prospectus
in
response to our previous comment.  However, we continue to believe
that you include many factual statements for which you do not
indicate whether the source of this information is based upon
management`s belief, industry data, scientific reports, general
articles, or any other source.  We continue to note the following
example:

* "Based on an approximate annual production volume of 55 million
gallons of ethanol, our plant is projected to produce
approximately
169,000 tons annually of dried distillers grains with solubles and
110,200 tons of carbon dioxide."  (Summary, page 2)  You disclose
that these figures are based upon "engineering specifications"
provided by Fagen, Inc.  However, we are unable to locate any
detailed description of these specifications elsewhere in the
document and they are not filed as an exhibit to this registration
statement.  According to disclosure elsewhere, you have only a
letter
of intent from Fagen, Inc.  If these figures are estimates based
upon
Fagen`s experiences from the design and building of other ethanol
plants, you should revise to so state.  Please revise throughout
the
prospectus or advise.

* "Certain individuals believe that the use of ethanol will have a
negative impact on prices at the pump."  (Risk Factors, page 19,
and
MD&A, page 32)  We note that no revisions were made to these
statements in response to our previous comment.  Revise to
identify
the "certain individuals" to whom you are referring.  If it is
your
belief that some consumers are adverse to the use of or have a
bias
against the production of ethanol fuel, you should revise these
and
similar statements to indicate that they are your beliefs.  You
should further expand your disclosure to state the bases of these
beliefs.  Are they based on your professional experience in the
industry?  If they are the beliefs of others, you should revise to
identify your source for this information.

* "We believe, based on our feasibility study, that in the year
2003,
the nine county area surrounding the anticipated location of our
plant produced approximately 129.2 million bushels of corn."
(Business, page 49)  Revise to provide a materially complete
description of this study, including such information as who
completed the study, when the study was completed, and the amount
of
any fee paid for the commission of this study.  You should provide
sufficient information to allow investors to evaluate the merits
of
both your feasibility study and your reliance upon that study for
the
statements included in the prospectus.

These are only examples.  The MD&A and Business section in
particular
continue to contain a number of other examples.  Statements based
upon management`s belief should include an explanation for the
basis
of such belief.  The information you have revised to indicate is
based upon third-party statements, reports or articles, should set
forth in the prospectus the dates of all the reports cited.  Also,
you must supplementally provide us with support for all such third
party statements.  In this regard, we note your inclusion of your
feasibility study and the 2005 Annual Report from the Renewable
Fuels
Association.  However, you should provide us supplemental copies
of
all third party data referenced in the prospectus.  For example,
you
should provide us with copies of all reports that set forth the
information you use from the USDA, United Bio-Energy, LLC,
ProExporter Network, Hart`s Renewable-Fuel News, the Energy
Information Administration, etc.  To expedite our review, please
clearly mark each source to highlight the applicable portion or
section containing the statistic and cross-reference it to the
appropriate location in your prospectus.

Finally, your response to our prior comment did not address
whether
the source of each statistic is publicly available without cost or
at
a nominal expense.  If the source is not publicly available at
nominal or no cost, it appears that consent of the third party to
the
use of the information in the prospectus and to the reference to
that
firm should be obtained and filed as an exhibit.  Please see Rule
436
of Regulation C and Item 601(b)(23) of Regulation S-K for
additional
guidance.  Alternatively, you may adopt these statements as your
own.

The Project, page 2

2. Please refer to prior comment 9 from our letter dated November
4,
2005.  We note the revised disclosure on page 2 in response to our
comment.  However, you should revise your disclosure throughout
the
prospectus to provide similar disclosure when referring to the
preliminary estimate on the cost of building your plant.  We were
also unable to locate any revised disclosure in the body of your
prospectus responsive to the second half of our prior comment.
You
should revise the prospectus, where appropriate, to clarify the
basis
for this estimate and the major assumptions used to calculate this
amount.

Risks Related to the Offering

We are not experienced in selling securities..., page 7

3. Please refer to prior comment 22 from our letter dated November
4,
2005.  Your revised disclosure states that Mr. Alderman expects to
raise capital for you on a full-time basis.  Please revise your
disclosure to quantify the "significant portion" of their time
that
Mr. Olsson and Ms. Johnston expect to devote to similar pursuits
on
your behalf.

Risks Related to Construction of the Ethanol Plant

Construction delays could result in devaluation..., page 14

4. Please refer to prior comment 26 from our letter dated November
4,
2005. We note your response and revised disclosure.  Throughout
the
prospectus you state you expect construction to be completed in
14-16
and anticipate a completion date of autumn 2007.  However, on
pages
14, 32, 45 and F-4 your disclosure continues to state an
anticipated
completion date of summer 2007.  Please revise to provide
consistent
disclosure throughout the prospectus.

The plant site may have unknown..., page 14

5. Please refer to prior comment 27 from our letter dated November
4,
2005.  Revise to disclose what, if any, investigation you have
made
of the environmental condition of the proposed plant site
property.

We may have conflicting financial interests with Fagen, Inc...,
page
16

6. Please refer to prior comment 30 from our letter dated November
4,
2005.  In response to prior comment 47, you state that Fagen, Inc.
is
not a related party.  Therefore, it is unclear why you may
experience
conflicts of interest in the enforcement of any potential claims
you
may have against Fagen, Inc. and/or ICM, Inc. that would not be
present in the enforcement of any claims against unrelated third
parties.  If Fagen and/or ICM are related parties, you should
revise
your disclosure appropriately.  If they are not related parties,
then
tell us why your current disclosure accurate.

Determination of Offering Price, page 24

7. Please refer to prior comment 32 from our letter dated November
4,
2005.  Please disclose in this section that, in setting the
offering
price of $10,000 per unit, you considered the impact of your
recent
private placement offering price of $5,000 per unit.

Management`s Discussion and Analysis..., page 28

Trends and Uncertainties Impacting the Ethanol Industry..., page
30

8. Please refer to prior comment 33 from our letter dated November
4,
2005.  We reissue this comment in its entirety since we were
unable
to locate any revisions in the prospectus responsive to our prior
comment.

Liquidity and Capital Resources, page 33

9. You disclose that you expect your seed capital offering
proceeds
to provide you with sufficient liquidity to fund the
developmental,
organizational and financing activities necessary to advance your
project.  According to your intended use of proceeds table on page
36, you anticipate your start-up costs alone (excluding inventory
costs) to exceed $2 million.  Moreover, on page 30, you disclose
that
during and after the offering you expect to continue working
principally on the preliminary design and development of your
plant,
the acquisition and development of a plant site, obtaining the
necessary construction permits, identifying potential sources of
debt
financing and negotiating the corn supply, ethanol and by-product
marketing, utility and other contracts and that you plan to fund
these activities and initiatives using the $970,000 of seed
capital.
On page 29 you disclose that you expect your seed capital to
supply
you with enough cash to cover your costs through the next 12
months,
including staffing, office costs, audit, legal, compliance and
staff
training.  Considering many of the activities and expenses
referenced
on pages 29 and 30 appear to be expensed as something other than
start-up costs in your table on page 36, revise to provide a
discussion of whether you can satisfy your cash requirements for
the
next twelve months or if you are dependent upon receiving proceeds
from this offering within the next twelve months.  Which
activities
will you be able to undertake prior to completion of the offering
and
which activities are dependent upon your receipt of the proceeds
from
this offering?

10. It appears that your discussion of results of operations
through
September 30, 2005, is merely a recitation of the information
easily
discernable from your balance sheet.  Please revise to provide a
more
detailed description of your current activities to allow investors
to
put the expensing you are incurring into context.  Disclose the
amounts being paid to related parties as consulting and/or other
fees.

Estimated Sources of Funds, page 35

11. Please tell us why you chose to estimate the sources of funds
at
the minimum, the maximum and 2,393 units.  Considering this is not
the midpoint between the minimum and the maximum number of units
being offered, the significance of 2,393 units is unclear.

Estimated Use of Proceeds, page 35

12. Please refer to prior comment 35 from our letter dated
November
4, 2005.  We note your response that you do not anticipate any
affiliates or related parties other than Fagen, Inc. and Union
Bank &
Trust Company will be paid in connection with this transaction.
Revise to quantify the amounts that will be paid, if material, to
these two related parties.  Moreover, we note from you disclosure
on
page 67 that both Messrs. Riechers and Alderman are eligible to
receive up to $250,000 pursuant to a consulting agreement with
you.
Please revise to quantify these amounts payable to related
parties.

Description of Business, page 45

Regulatory Permits, page 57

13. Please refer to prior comment 44 from our letter dated
November
4, 2005.  We note your response that you have no written or oral
agreements or understandings with ICM, Inc.  However, on page 58
you
disclose that you "have engaged ICM, Inc. to coordinate and assist
[you] with obtaining certain environmental permits, and to advise
[you] on general environmental compliance."  This disclosure
appears
to be inconsistent with your response.  Please advise or revise
accordingly.

We also note from your response that you are not materially
dependent
on your agreement with HDR Engineering.  Supplementally provide us
with a copy of your agreement with HDR Engineering.  Also, given
your
officers` lack of experience within the industry and your
expectation
that obtaining the required permits will cost approximately
$100,000,
provide us with a detailed analysis as to why you are not
substantially dependent upon your agreement with HDR Engineering
to
obtain your NPDES permit.

Directors, Executive Officers, Promoters and Control Persons, page
61

Business Experience of Directors and Officers, page 62

14. Please refer to prior comment 45 from our letter dated
November
4, 2005.  We note the expanded disclosure you provided regarding
Mr.
Riechers in response to our previous comment.  Please tell us if
Mr.
Riechers has been a consultant or otherwise affiliated with any
business ventures to build ethanol plants that did not succeed in
becoming operational.  If so, revise the prospectus accordingly.

Plan of Distribution, page 68

15. Please refer to prior comment 49 from our letter dated
November
4, 2005.  We note from your response that you have expanded your
disclosure regarding the representations that you will request
subscribers provide to you on the subscription agreement.
However,
we were unable to locate similar disclosure regarding the other
agreements that an investor must execute to subscribe to this
offering, i.e., the promissory note and security agreement.
Please
revise to 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.

Federal Income Tax Consequences of Owning Our Units, page 80

16. Please refer to prior comments 65 and 67 from our letter dated
November 4, 2005.  We note that your statement that "tax opinion
contained in this section and the opinion attached as exhibit 8.1
to
the registration statement constitute the opinion of [y]our tax
counsel, Brown, Winick, Graves, Gross, Baskerville & Schoenebaum,
P.L.C., regarding [y]our classification for federal income tax
purposes."  Since exhibit 8.1 is a short-form tax opinion
confirming
that the tax discussion in the prospectus is counsel`s tax
opinion,
you should revise your disclosure to state clearly that the
relevant
discussions throughout this section are the opinion of Brown,
Winick,
Graves, Gross, Baskerville & Schoenebaum, P.L.C.

17. Please refer to prior comment 66 from our letter dated
November
4, 2005.  We note your response that you revised the prospectus in
response to our prior comment.  However, it appears that no
revisions
were made to many of the equivocal statements noted in that
comment.
Therefore, we reissue our comment requesting that when tax counsel
is
unable to unequivocally state what the tax consequences "will" be,
counsel should make clear why they cannot do so, the degree of
uncertainty and what the possible outcomes and risks to investors
are.

Part II

Exhibits

18. Please refer to prior comment 73 from our letter dated
November
4, 2005. We note the revisions to exhibits 5.1 and 8.1 to include
consents to the prospectus discussion of such opinions, the
reproduction of the opinions as an exhibit and being named in the
registration statement.  However, you should include a reference
in
the exhibit index to the location of such consents for legal and
tax
counsel.  See Item 601(b)(23) of Regulation S-B.

Exhibit 5.1

19. Please refer to prior comment 75 from our letter dated
November
4, 2005.  Because Valerie D. Bandstra signed the legal opinion,
please tell us if she is licensed in Nebraska.

Exhibit 8.1

20. We note your statement that "all statements as to matters of
law
and legal conclusions contained in the Registration Statement
under
the heading "Federal Income Tax Consequences of Owning Our Units"
reflect [y]our opinion."  For clarification, revise here or in the
prospectus to specifically state the material federal tax
consequences upon which counsel is opining.

21. We further note your statement that the discussion in the
registration statement "is a general description of