SecProbe.io

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 1811 Aksarben Drive
Omaha, NE 68106
(402) 884-8700

 August 12, 2025

 Via EDGAR

 United States Securities and Exchange Commission

 Division of Corporation Finance

 Office of Industrial Applications and Services

 100 F Street, N.E.

 Washington, D.C. 20549-3561

 Re: Request for Acceleration of Effectiveness of Registration Statement on Form S-3 (Registration
No. 333-288720) of Green Plains Inc.

 Ladies and Gentlemen,

 On behalf of Green Plains
Inc. and pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, the undersigned hereby requests that the
effective date of the above-referenced Registration Statement on Form S-3 be accelerated to 4:00 p.m., Washington, D.C. time, on
Wednesday, August 13, 2025, or as soon thereafter as practicable.

 Thank you for your assistance
with this matter. If you need any additional information, please contact Benjamin N. Heriaud of Vinson & Elkins L.L.P. at (212)
237-0162.

 Very truly yours,

 GREEN PLAINS INC.

 By:
 /s/ Michelle S. Mapes, Esq.

 Name:
 Michelle S. Mapes, Esq.

 Title:
 Interim Principal Executive Officer, Chief Legal and Administration Officer and Corporate
 Secretary

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 July 22, 2025

Michelle S. Mapes
Interim Principal Executive Officer
Green Plains Inc.
1811 Aksarben Drive
Omaha, NE 68106

 Re: Green Plains Inc.
 Registration Statement on Form S-3
 Filed July 17, 2025
 File No. 333-288720
Dear Michelle S. Mapes:

 This is to advise you that we have not reviewed and will not review your
registration
statement.

 Please refer to Rules 460 and 461 regarding requests for acceleration.
We remind you
that the company and its management are responsible for the accuracy and
adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action
by the staff.

 Please contact Conlon Danberg at 202-551-4466 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Industrial
Applications and
 Services
cc: Sarah K. Morgan, Esq.
</TEXT>
</DOCUMENT>

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 GREEN PLAINS INC.

1811 Aksarben Drive

 Omaha,
Nebraska 68106

 (402) 884-8700

November 29, 2023

 VIA EDGAR

United States Securities and Exchange Commission

 Division of
Corporation Finance

 Office of Industrial Applications and Services

100 F Street, N.E.

 Washington, D.C. 20549

Attn:

 Daniel Duchovny

Jessica Ansart

 Abby Adams

Re:
 GREEN PLAINS INC.

 Registration Statement on Form S-4

 File No. 333-275007

Ladies and Gentlemen:

 Green Plains Inc. (the
“Registrant”) hereby requests, pursuant to Rule 461 of the rules and regulations promulgated under the Securities Act of 1933, as amended, the acceleration of the effective date of the above-captioned Registration
Statement, as amended, so that it will become effective on December 1, 2023 at 4:00 P.M., Washington, D.C. time, or as soon as practicable thereafter, or at such later time as the Registrant or its counsel may request via telephone call to the
staff. Please contact Ryan J. Maierson of Latham & Watkins LLP, counsel to the Registrant, at (713) 546-7420, or in his absence, Thomas G. Brandt at (713)
546-7486, to provide notice of effectiveness, or if you have any other questions or concerns regarding this matter.

Thank you for your assistance in this matter.

[Signature Page follows]

Very truly yours,

Green Plains Inc.

By:

 /s/ Todd A. Becker

Todd A. Becker

President and Chief Executive Officer (Principal Executive Officer)

CC:
 Michelle Mapes, Chief Legal and Administration Officer and Corporate Secretary

 Ryan J. Maierson, Latham & Watkins LLP

 Thomas G. Brandt, Latham & Watkins LLP

CORRESP
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CORRESP

 811 Main Street, Suite 3700

Houston, TX 77002

Tel: +1.713.546.5400 Fax: +1.713.546.5401

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 November 17, 2023

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 VIA EDGAR

 United States Securities
and Exchange Commission

 Division of Corporation Finance

 Office of Industrial
Applications and Services

 100 F Street, N.E.

 Washington, D.C. 20549

Attention:
 Daniel Duchovny

 Jessica Ansart

 Abby Adams

          Re:
 Green Plains Inc.

 Registration Statement on Form S-4

 Filed October 16, 2023

 File No. 333-275007

 Schedule 13E-3 filed by Green Plains Partners LP et al.

 Filed October 16, 2023

 File No. 005-88912

To the addressees set forth above:

 On behalf of
Green Plains Inc. (“GPRE”) and Green Plains Partners LP (“GPP”), set forth below are responses to the comments received from the staff of the Division of Corporation Finance (the
“Staff”) of the United States Securities and Exchange Commission (the “Commission”) by letter dated November 6, 2023 (the “Staff Letter”), with respect to
(i) GPRE’s Registration Statement on Form S-4, filed with the Commission on October 16, 2023 (the “Registration Statement”), and (ii) GPP’s Schedule 13E-3, filed with the Commission on October 16, 2023 (the “Schedule 13E-3”). Concurrently with the submission of this letter, we are filing
Amendment No. 1 to the Registration Statement (the “Amended Registration Statement”) and Amendment No. 1 to the Schedule 13E-3 (the “Amended Schedule 13E-3”), via EDGAR submission.

 November 17, 2023

Page 2

 For your convenience, each response is prefaced by the exact text of the Staff’s
corresponding comment in the Staff Letter in bold, italicized text. All references to page numbers and captions correspond to the Amended Registration Statement or the Amended Schedule 13E-3, as applicable,
unless otherwise specified. All capitalized terms used but not defined herein have the meanings assigned to such terms in the Amended Registration Statement or the Amended Schedule 13E-3, as applicable.

Registration Statement on Form S-4

Summary Term Sheet, page 1

1.
 Please prominently disclose the information required by Items 7, 8 and 9 of Schedule 13E-3 in a “Special Factors” section in the front of the proxy statement/prospectus and caption the disclosure as such. Refer to Rule 13a-3(e)(1)(ii). In this
respect, ensure that the Special Factors appear immediately after the Summary Term Sheet and re-locate the sections relating to financial information, market price information, risk factors, forward-looking
statements, information about the companies and written consents of GPP Limited Partners. Also, revise the Summary Term Sheet and Q&A sections to shorten them significantly and to avoid duplication.

Response: The Company respectfully acknowledges the Staff’s comment and has revised the Registration Statement accordingly.
Please see pages 1 through 56 of the Amended Registration Statement.

 GPRE Parties’ Position as to the Fairness of the Merger, page 44

2.
 Refer to the third paragraph in this section. Please revise to explain how the GPRE Parties were able to reach
their fairness determination based, in part, on the requirement that transaction receive the affirmative vote or written consent of the holders of a majority of the outstanding GPP Common Units when such approval was certain given the support
agreement executed by the GPRE Parties that required the GPRE Parties to provide their consent to the transaction.

Response: The Company respectfully acknowledges the Staff’s comment and has revised the disclosure on page 20 of the Amended
Registration Statement. The Company supplementally advises the Staff that the likelihood of the Merger’s completion was a material consideration for the GPRE Parties because of the potential harm and disruption to the Company, GPP and their
employees if the Merger was ultimately not consummated or if it was unduly delayed. Accordingly, the GPRE Parties considered as a material factor, in reaching their fairness determination, the likelihood that the Merger would be completed. The
obligation of the Support Parties to vote or cause to be voted all of the GPP Common Units beneficially owned by them in support of the Merger Agreement was a factor in the GPRE Parties’ fairness determination.

 2

 November 17, 2023

Page 3

 Approval of the Conflicts Committee and the GP Board and the Reasons for their Approvals, page 46

3.
 We note your statement on page 52 indicating that the terms of the Merger Agreement, including the Merger
Consideration, were determined as a result of arms’ length negotiations between GPRE and the Conflicts Committee. Please delete the reference to “arm’s-length negotiations” as such
reference is inappropriate in a going private transaction by affiliates.

 Response: The Company
respectfully acknowledges the Staff’s comment and has revised the Registration Statement accordingly. Please see pages 27 through 28 of the Amended Registration Statement.

Special Factors

 Unaudited Financial Projections of GPRE and GPP, page 53

4.
 We note your disclosure on page 54 that GPRE management made numerous material assumptions with respect to
GPRE’s and GPP’s businesses in the preparation of financial projections. Please revise disclosure here to describe the actual material assumptions and any material quantitative information relating thereto, including, for example,
assumptions regarding trends and uncertainties in the items identified on page 54 (commodity pricing, market environment, demand for GPRE and GPP products and services, assumed amounts and nature of future capital expenditures, terms of certain
existing contracts, use of cash flows generated by the businesses, and other general business, market and industry assumptions). Please also clarify whether any assumptions were made with respect to macroeconomic factors, such as low interest rates.

 Response: The Company respectfully acknowledges the Staff’s comment and has revised the
Registration Statement accordingly. Please see pages 30 through 31 of the Amended Registration Statement.

5.
 Please revise this section to disclose the full projections rather than “certain summarized unaudited
prospective financial and operating information” for each of GPP and GPRE.

 Response: The
Company respectfully acknowledges the Staff’s comment and advises the Staff that the Company has revised the Registration Statement to include additional unaudited prospective financial and operating information for each of GPP and GPRE in the
Amended Registration Statement, including total revenue, cost of goods sold, selling, general and administrative expense, operating and maintenance expenses, and net debt. Please see pages 32 through 33 of the Amended Registration Statement.
Management prepared certain additional prospective financial and operating information, including prospective financial and operating information by business segment; however, the preparation of the segmented financial information involved a
significant amount of management judgments and assumptions, and management does not view the individual results of GPRE’s operating segments as helpful or beneficial to the GPP Unitholders. The Company believes that the prospective financial
and operating information included in the Amended Registration Statement reflects all of the material information that was relied upon by GPRE and the Conflicts Committee in evaluating the transaction and no additional estimated or projected
financial information was materially relevant to the analysis of the Merger.

 3

 November 17, 2023

Page 4

 Opinion of Evercore—Financial Advisor to the Conflicts Committee, page 60

6.
 Please revise to disclose the data underlying the results described in this section. For example, disclose
(i) the enterprise value for Peer Group Trading Analysis, including GPP, (ii) the EBITDA multiples with respect to the Precedent M&A Transaction Analysis and the company data to which you applied the multiple to arrive at the implied
per share equity values, and (iii) the premium data for each transaction in the Premiums Paid Analysis. Apply this comment also to the disclosure relating to the GPRE analyses.

Response: The Company respectfully acknowledges the Staff’s comment and has revised the Registration Statement accordingly.
Please see pages 42 through 48 of the Amended Registration Statement.

 The Support Agreement, page 93

7.
 Please disclose the name and number of GPP Units held by each party to the support agreement. On a related note,
please file Schedule A to the support agreement in an unredacted form, or provide us your analysis supporting your decision to redact the information.

Response: The Company respectfully acknowledges the Staff’s comment and has revised the Registration Statement to disclose
the name and number of GPP Units held by each party to the Support Agreement. Please see page 92 of the Amended Registration Statement. The Company has also filed an unredacted form of the Support Agreement as Exhibit 10.1 to the Amended
Registration Statement.

 Where You Can Find More Information, page 130

8.
 Note that neither Rule 13e-3 nor Schedule
13E-3 permit general “forward incorporation” of documents to be filed in the future. Rather, you must specifically amend your document to specifically list any such filings. Please revise.

 Response: The Company respectfully acknowledges the Staff’s comment and has revised the
Registration Statement accordingly. Please see page 129 of the Amended Registration Statement.

*                *
       *                *                *

Please do not hesitate to contact me at (713) 546-7420 with any questions regarding this
correspondence. Thank you in advance for your cooperation in connection with this matter.

 4

 November 17, 2023

Page 5

Sincerely,

/s/ Ryan J. Maierson

 Ryan J. Maierson

 of LATHAM & WATKINS LLP

cc:
 Michelle S. Mapes, Green Plains Inc./Green Plains Partners LP

 Thomas G. Brandt, Latham & Watkins LLP

 Tull R. Florey, Gibson, Dunn & Crutcher LLP

 Hillary H. Holmes, Gibson, Dunn & Crutcher LLP

 5

United States securities and exchange commission logo
November 6, 2023
Ryan Maierson
Latham & Watkins LLP
Green Plains Inc.
811 Main Street
Suite 3700
Houston, TX 77002
Re:Green Plains Inc.
Registration Statement on Form S-4
Filed October 16, 2023
File No. 333-275007color:white;"_
Schedule 13E-3 filed by Green Plains Partners LP et al.
Filed October 16, 2023
File No. 005-88912
Dear Ryan Maierson:
            We have reviewed your Schedule 13E-3 and conducted a limited review of the
registration statement, and we have the following comments. In some of our comments, we may
ask you to provide us with information so we may better understand your disclosure.
            Please respond to these comments by providing the requested information or advise us as
soon as possible when you will respond. If you do not believe our comments apply to your facts
and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
Registration Statement on Form S-4
Summary Term Sheet, page 1
1.Please prominently disclose the information required by Items 7, 8 and 9 of Schedule 13E-
3 in a “Special Factors” section in the front of the proxy statement/prospectus and caption
the disclosure as such. Refer to Rule 13a-3(e)(1)(ii). In this respect, ensure that the Special
Factors appear immediately after the Summary Term Sheet and re-locate the sections
relating to financial information, market price information, risk factors, forward-looking
statements, information about the companies and written consents of GPP Limited
Partners. Also, revise the Summary Term Sheet and Q&A sections to shorten them

 FirstName LastNameRyan Maierson
 Comapany NameGreen Plains Inc.
 November 6, 2023 Page 2
 FirstName LastNameRyan Maierson
Green Plains Inc.
November 6, 2023
Page 2
significantly and to avoid duplication.
GPRE Parties' Position as to the Fairness of the Merger, page 44
2.Refer to the third paragraph in this section. Please revise to explain how the GPRE Parties
were able to reach their fairness determination based, in part, on the requirement that
transaction receive the affirmative vote or written consent of the holders of a majority of
the outstanding GPP Common Units when such approval was certain given the support
agreement executed by the GPRE Parties that required the GPRE Parties to provide their
consent to the transaction.
Approval of the Conflicts Committee and the GP Board and the Reasons for their Approvals,
page 46
3.We note your statement on page 52 indicating that the terms of the Merger Agreement,
including the Merger Consideration, were determined as a result of arms’ length
negotiations between GPRE and the Conflicts Committee.  Please delete the reference to
“arm’s-length negotiations” as such reference is inappropriate in a going private
transaction by affiliates.
Special Factors
Unaudited Financial Projections of GPRE and GPP, page 53
4.We note your disclosure on page 54 that GPRE management made numerous material
assumptions with respect to GPRE’s and GPP’s businesses in the preparation of financial
projections. Please revise disclosure here to describe the actual material assumptions and
any material quantitative information relating thereto, including, for example, assumptions
regarding trends and uncertainties in the items identified on page 54 (commodity pricing,
market environment, demand for GPRE and GPP products and services, assumed amounts
and nature of future capital expenditures, terms of certain existing contracts, use of cash
flows generated by the businesses, and other general business, market and industry
assumptions). Please also clarify whether any assumptions were made with respect to
macroeconomic factors, such as low interest rates.
5.Please revise this section to disclose the full projections rather than "certain summarized
unaudited prospective financial and operating information" for each of GPP and GPRE.
Opinion of Evercore--Financial Advisor to the Conflicts Committee, page 60
6.Please revise to disclose the data underlying the results described in this section.  For
example, disclose (i) the enterprise value for Peer Group Trading Analysis, including
GPP, (ii) the EBITDA multiples with respect to the Precedent M&A Transaction Analysis
and the company data to which you applied the multiple to arrive at the implied per share
equity values, and (iii) the premium data for each transaction in the Premiums Paid
Analysis. Apply this comment also to the disclosure relating to the GPRE analyses.

 FirstName LastNameRyan Maierson
 Comapany NameGreen Plains Inc.
 November 6, 2023 Page 3
 FirstName LastName
Ryan Maierson
Green Plains Inc.
November 6, 2023
Page 3
The Support Agreement, page 93
7.Please disclose the name and number of GPP Units held by each party to the support
agreement. On a related note, please file Schedule A to the support agreement in an
unredacted form, or provide us your analysis supporting your decision to redact the
information.
Where You Can Find More Information, page 130
8.Note that neither Rule 13e-3 nor Schedule 13E-3 permit general “forward incorporation”
of documents to be filed in the future. Rather, you must specifically amend your document
to specifically list any such filings. Please revise.
            We remind you that the filing persons are responsible for the accuracy and adequacy of
their disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please direct any questions to Daniel Duchovny at 202-551-3619, Jessica Ansart at 202-
551-4511 or Abby Adams at 202-551-6902.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services

United States securities and exchange commission logo
October 28, 2022
G. Patrich Simpkins, Jr.
Chief Financial Officer
Green Plains Inc.
1811 Aksarben Drive
Omaha, Nebraska 68106
Re:Green Plains Inc.
Form 10-K for the Fiscal Year Ended December 31, 2021
Filed February 18, 2022
File No: 001-32924
Dear G. Patrich Simpkins:
            We have completed our review of your filing. We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services

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Document

September 27, 2022

Via EDGAR

Mr. Frank Wyman / Ms. Angela Connell

United States Securities and Exchange Commission

Division of Corporation Finance

Office of Life Sciences

100 F Street, N.E. Mailstop 4631

Washington, D.C. 20549

Re:      Green Plains Inc.

            Form 10-K for the Fiscal Year Ended December 31, 2021

            Filed February 18, 2022

            File No. 001-32924

Dear Mr. Wyman / Ms. Connell:

Green Plains Inc. (the “Company”) received an additional comment on the filing referenced above from the Securities and Exchange Commission Division of Corporation Finance (the “Staff”) dated September 13, 2022 (the “Letter”) by e-mail. We understand the purpose of the Staff’s review process is to assist us in our compliance with applicable disclosure requirements and to enhance the overall disclosure in our filings. This letter is provided by the Company in response to the additional comment in the Letter. For your convenience, the comment in the Letter is provided below, followed by the Company’s response.

Form 10-K for fiscal year ended December 31, 2021

Results of Operations

Ethanol Production Segment, page 45

Staff Comment:

1. We acknowledge your proposed disclosure revisions provided in response to comment 1 addressing key factors driving period-to-period changes in reported revenues. However, your response does not address key factors driving period-to-period changes in your operating income and associated margins. In this regard, your disclosure on page 45 indicates that operating income in your Ethanol production segment increased $101.6 million in 2021 compared with 2020 primarily due to "improved margins" offset by the write-off of goodwill during fiscal year 2020. Please provide us with proposed disclosure to be included in future filings that quantifies and explains the key factors driving period-to-period changes in your margins and their associated impact on operating income. As part of your proposed disclosure revisions, address the impact on your margins of commodity price risk management activities for each period presented, including the impact of successful risk management activities that lock-in margins and unsuccessful risk management activities that result in mismatches.

U.S. Securities and Exchange Commission

September 27, 2022

Company Response:

In future filings, to the extent we engage in material hedging activities in such quarter, we will expand our analysis to quantify and explain the material key factors driving period-to-period changes in our margins and the related impact on operating income as it relates to our Ethanol Production segment. See the proposed example below:

Revenues in the ethanol production segment increased $__ million, net of hedge gains (losses), in 2022 compared with 2021. Ethanol revenues increased $__ million due to higher weighted average prices, offset by lower volumes sold. Distillers grain revenues increased $__ million due to a higher weighted average prices, offset by lower volumes sold. Corn oil revenues increased $__ million due to both higher volumes and higher weighted average prices. This was partially offset by hedging losses of $__ million.

Cost of goods sold in the ethanol production segment increased $__ million, net of hedge gains or losses, in 2022 compared with 2021 due to higher weighted average corn costs as well as higher chemical costs, offset by hedging gains of $__ million.

Operating income in the ethanol production segment increased $__ million in 2022 compared with 2021 primarily due to improved margins as outlined above. Depreciation and amortization expense for the ethanol production segment was $__ million for 2022, compared with $__ million during 2021 due to increased capital expenditures.

We mitigate the risk of market price volatility using forward contracts and exchange-traded futures and options contracts. However, we cannot provide assurance that our risk management and commodity trading strategies and decisions will be profitable or effectively offset commodity price volatility.

Should you have any questions or comments concerning the matters described above, please contact me by phone at 402-884-8700 or by email at patrich.simpkins@gpreinc.com with a copy to Michelle Mapes at michelle.mapes@gpreinc.com.

   Respectfully Submitted,

   /s/ G. Patrich Simpkins Jr.

   G. Patrich Simpkins Jr.

   Chief Financial Officer

2

United States securities and exchange commission logo
September 13, 2022
G. Patrich Simpkins
Chief Financial Officer
Green Plains Inc.
1811 Aksarben Drive
Omaha, Nebraska 68106
Re:Green Plains Inc.
Form 10-K for the Fiscal Year Ended December 31, 2021
Filed February 18, 2022
File No: 001-32924
Dear Mr. Simpkins:
            We have reviewed your August 5, 2022 response to our comment letter and have the
following comment. In our comment, we may ask you to provide us with information so we may
better understand your disclosure.
            Please respond to the comment within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe our
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to the comment, we may have additional comments.
Form 10-K for the fiscal year ended December 31, 2021
Results of Operations
Ethanol Production Segment, page 45
1.We acknowledge your proposed disclosure revisions provided in response to comment 1
addressing key factors driving period-to-period changes in reported revenues. However,
your response does not address key factors driving period-to-period changes in your
operating income and associated margins. In this regard, your disclosure on page 45
indicates that operating income in your Ethanol production segment increased $101.6
million in 2021 compared with 2020 primarily due to "improved margins" offset by the
write-off of goodwill during fiscal year 2020. Please provide us with proposed disclosure
to be included in future filings that quantifies and explains the key factors driving period-
to-period changes in your margins and their associated impact on operating income. As
part of your proposed disclosure revisions, address the impact on your margins
of commodity price risk management activities for each period presented, including the

 FirstName LastNameG. Patrich Simpkins
 Comapany NameGreen Plains Inc.
 September 13, 2022 Page 2
 FirstName LastName
G. Patrich Simpkins
Green Plains Inc.
September 13, 2022
Page 2
impact of successful risk management activities that lock-in margins and unsuccessful risk
management activities that result in mismatches.

            You may contact Frank Wyman at 202-551-3660 or Angela Connell at 202-551-3426, if
you have questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences

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Document

August 5, 2022

Via EDGAR

Mr. Frank Wyman / Ms. Angela Connell

United States Securities and Exchange Commission

Division of Corporation Finance

Office of Life Sciences

100 F Street, N.E. Mailstop 4631

Washington, D.C. 20549

Re:      Green Plains Inc.

            Form 10-K for the Fiscal Year Ended December 31, 2021

            Filed February 18, 2022

            File No. 001-32924

Dear Mr. Wyman / Ms. Connell:

Green Plains Inc. (the “Company”) received additional comments on the filing referenced above from the Securities and Exchange Commission Division of Corporation Finance (the “Staff”) dated July 19, 2022 (the “Letter”) by e-mail. We understand the purpose of the Staff’s review process is to assist us in our compliance with applicable disclosure requirements and to enhance the overall disclosure in our filings. This letter is provided by the Company in response to the additional comments in the Letter. For your convenience, the comments in the Letter are provided below, followed by the Company’s responses.

Form 10-K for fiscal year ended December 31, 2021

Results of Operations

Ethanol Production Segment, page 45

Staff Comment:

1. We acknowledge your response to prior comment four and proposed revised disclosure. However, we continue to have difficulty in understanding the key factors driving period-to-period changes in reported revenues and gross profit for your ethanol production segment. Please provide us the following information and revise your analysis of operating results accordingly.

•Quantify the impact that your forward physical contracts and derivative financial instruments had on your reported revenues and costs of goods sold for each period presented. In this regard, we refer to your disclosure on page 50 that you create offsetting positions using a combination of forward fixed-price purchases, sales contracts, and derivative financial instruments, and that as a result, you frequently have gains on derivative financial instruments that are offset by losses on forward physical contracts or inventories and vice versa. With respect to gains/losses on derivative instruments, separately quantify the amount reclassified from AOCI and the amount related to derivatives not designated as hedging instruments as disclosed in Note 11.

•With respect to your key operating data, provide information regarding average prices of your commodities during each period to provide a better understanding of the extent to which your revenues were impacted by prices vs volumes.

•Explain the factors underlying the impact on commodity contract revenues from derivatives not designated as hedging instruments, which decreased reported revenues by $194.1 million in 2021 compared to decreases of $10.8 million in 2020 and $10.2 million in 2019, as disclosed on page F-27.

U.S. Securities and Exchange Commission

August 5, 2022

•Describe and quantify key factors underlying changes in gross profit for ethanol, distiller grains and corn oil sold through the ethanol production segment for each period presented. In this regard, we note your disclosure on page 50 that net gains and losses from settled derivative instruments are offset by physical commodity purchases or sales to achieve the intended operating margins. Illustrate for us the impact that your pricing risk strategy had on your gross profit margin for the periods presented.

Company Response:

The impact derivative financial instruments and forward physical contracts had on our reported revenues and cost of goods sold for each period was as follows:

Derivatives Not Designated as Hedging Instruments  Location of Gain (Loss) Recognized in Income on Derivatives  Amount of Gain (Loss) Recognized in
Income on Derivatives

  Year Ended December 31,

  2021  2020  2019

Exchange traded futures and options  Revenues  $ (201,249)   $ (6,302)   $ (10,943)

Forwards  Revenues  7,106    (4,511)   741

Exchange traded futures and options  Cost of goods sold  12,879    17,137    (3,230)

Forwards  Cost of goods sold  (6,381)   15,777    788

Commodity contracts  Net loss from discontinued operations, net of income taxes  —    —    (2,470)

    $ (187,645)   $ 22,101    $ (15,114)

The impact of the reclassifications from AOCI, as disclosed on page F-27 of our Form 10-K for the year ended December 31, 2021, was as follows:

Location of Gain (Loss) Reclassified from Accumulated Other Comprehensive Income into Income  Amount of Gain (Loss) Reclassified from Accumulated Other Comprehensive Income into Income

 Year Ended December 31,

 2021  2020  2019

Revenues  $ (60,261)   $ 5,538    $ —

Cost of goods sold  41,629    (2,115)   —

Net loss from discontinued operations, net of income taxes  —    —    48,797

  $ (18,632)   $ 3,423    $ 48,797

With respect to key operating data, volumes for our ethanol production segment are disclosed on page 45 of our Form 10-K for the year ended December 31, 2021 and on page 50 of our Form 10-K for the year ended December 31, 2020, and disaggregated revenues by major source are disclosed on page F-17 through F-18 of our Form 10-K for the year ended December 31, 2021. The below table calculates certain average price information using this previously disclosed information (revenue and volume amounts are in thousands):

2

U.S. Securities and Exchange Commission

August 5, 2022

  Ethanol Production Segment Revenues (1)

  Volumes  Average Price

2021

Ethanol  $ 1,589,649    750,648    $2.12 per gallon

Distillers grains  $ 374,765    1,977    $189.56 per equivalent dried ton

Corn oil  $ 113,249    219,807    $0.52 per pound

2020

Ethanol  $ 1,150,018    793,743    $1.45 per gallon

Distillers grains  $ 293,586    2,054    $142.93 per equivalent dried ton

Corn oil  $ 49,666    213,818    $0.23 per pound

2019

Ethanol  $ 1,338,713    856,623    $1.56 per gallon

Distillers grains  $ 299,578    2,234    $134.10 per equivalent dried ton

Corn oil  $ 50,290    212,071    $0.24 per pound

(1) Includes ethanol production segment revenues from contracts under ASC 606 and ASC 815, and excludes agribusiness and energy services segment revenues and volumes

In future filings, we will enhance our disclosures to describe key factors that have a material impact on the applicable period-to-period changes in reported revenues for our ethanol production segment. The following is an example of the enhanced disclosures on revenues to be included in future filings:

Revenues in the ethanol production segment increased $650.8 million in 2021 compared with 2020, primarily due to higher selling prices on ethanol, distillers grains and corn oil, net of the effects of hedging activities, resulting in increased revenues of approximately $502 million, $92 million and $62 million, respectively, as well as increased other revenues of $66 million primarily related to third party sales for FQT, offset by lower ethanol and distillers grains volumes sold of approximately $74 million.

Revenues in the ethanol production segment decreased $198.1 million in 2020 compared with 2019, primarily due to lower selling prices on ethanol of $90 million, net of the effects of hedging activities, and lower sales volumes of ethanol and distillers grains resulting in decreased revenues of approximately $98 million and $24 million, respectively.

The total impact of commodity contract revenues from derivatives, which was a decrease in reported revenues of $254.4 million in 2021, is disclosed on page 50 of our Form 10-K for the year ended December 31, 2021.

As outlined in our commodity price risk disclosure on page 50 of our 10-K, our business is highly sensitive to commodity price risk. Ethanol prices are sensitive to world crude oil supply and demand, the price of crude oil, gasoline, corn, the price of substitute fuels, refining capacity and utilization, government regulation and consumer demand for alternative fuels. Corn prices are affected by weather conditions, yield, changes in domestic and global supply and demand, and government programs and policies. Ethanol is sold either as a flat price contract or as an indexed contract where only the basis component is fixed and the futures component is tied to a market traded index and as such the final sales price is variable. Similarly, corn is purchased either as a flat price or as a basis contract with the futures component tied to a corn contract traded on the Chicago Mercantile Exchange.

To reduce the risk associated with fluctuations in the price of the products we purchase or sell, at times we use forward fixed-price physical contracts and derivative financial instruments, such as futures and options executed on the Chicago Board of Trade, the New York Mercantile Exchange and the Chicago Mercantile Exchange. We focus on locking in favorable operating margins, when available. We create offsetting positions using a combination of forward fixed-price purchases, sales contracts and derivative financial instruments. As a result, we frequently have gains on derivative financial instruments that are offset by losses on forward fixed-price physical contracts or

3

U.S. Securities and Exchange Commission

August 5, 2022

inventories and vice versa. Our results are impacted by a mismatch of gains or losses associated with the derivative instrument during a reporting period when the physical commodity purchase or sale has not yet occurred.

Commodity prices for the products in which we deal are highly volatile and vary considerably between periods. The following chart shows the respective changes of the underlying average futures for ethanol and corn by quarter for each of the years presented.

Ethanol Chicago Platts Settlement Price-Prompt Contract 2021 2020 2019

Q1 $ 1.7091   $ 1.2307   $ 1.3180

Q2 $ 2.3443   $ 1.0997   $ 1.4092

Q3 $ 2.2956   $ 1.3641   $ 1.4168

Q4 $ 2.9864   $ 1.4222   $ 1.5116

YTD Average $ 2.3361   $ 1.2797   $ 1.4147

Source: S&P Platts per gallon

Corn Futures 2021 2020 2019

Q1 $ 5.4027   $ 3.7404   $ 3.7301

Q2 $ 6.5997   $ 3.2255   $ 3.9002

Q3 $ 5.5854   $ 3.3975   $ 3.8930

Q4 $ 5.6686   $ 4.1668   $ 3.8084

YTD Average $ 5.8190   $ 3.6333   $ 3.8339

Source: Daily average of front month CME corn contracts per bushel

The second and third quarter average ethanol pricing of $2.34 and $2.30 per gallon, respectively, represented an opportunity for us to lock in a substantial portion of our fourth quarter margins at prices that were significantly higher than historical trends. In the fourth quarter of 2021, ethanol futures rose to an average price of $2.99 per gallon, which would have resulted in an expansion of gross margin if the ethanol was not hedged.

Of the $194.1 million loss on economic hedges reported for 2021, approximately $144 million relates to activity which occurred in the fourth quarter. Based on a number of industry factors including our estimate of the fourth quarter margin structure based on historic trends, as well as our estimate of a potential increase in industry production rates, by way of exchange traded futures, as of October 1, 2021, we had hedges of approximately 160 million gallons of ethanol and approximately 56 million bushels of corn. This effectively locked in a substantial portion of our fourth quarter margin by selling October/November/December exchange traded ethanol futures and buying December exchange traded corn futures.

As outlined above, during the fourth quarter there was extreme price volatility in the ethanol market. The chart below displays the hedged volume of ethanol by month as of October 1, 2021 and the Platts price for the respective month from the last day of the third quarter versus the actual average price in which the futures settled and calculates the impact of the change in price, assuming no change in volumes during the quarter.

Illustrative example:

 Volume Platts Price at 9/30/2021 (1)

 Actual Price (2)

 Difference Impact

October 59,010,000   $ 2.11   $ 2.60   $ 0.49   $ 28,914,900

November 63,924,000   $ 1.92   $ 3.40   $ 1.48   $ 94,607,520

December 37,170,000   $ 1.86   $ 2.97   $ 1.11   $ 41,258,700

 160,104,000      $ 164,781,120

(1) Represents Platts price for the respective delivery month as of September 30, 2021.

(2) Represents the actual settled futures price for the respective delivery month.

While the above table shows the economic hedges losing money, given the majority of sales contracts are index priced, the forward physical contracts would have benefited from the increase in futures prices, which means the

4

U.S. Securities and Exchange Commission

August 5, 2022

final sales price invoiced to our customers is calculated using the ethanol futures average for the month. For example, a sale of 10,000 gallons of November ethanol sold at $0.10 over the Chicago Platts November average, would be invoiced at $0.10 + $3.40 = $3.50 multiplied by 10,000 gallons for a total of $35,000. As such, any increase or decrease to our revenues associated with such derivative contracts is substantially offset by a corresponding increase or decrease in the value of the underlying contract.

Notes to the Consolidated Financial Statements

2. Summary of Significant Accounting Policies

Revenue Recognition, page F-11

Staff Comment:

2.  We note your response to prior comment five; however, we continue to have difficulty understanding the difference between your "energy trading transactions", which are accounted for as derivatives, and your "commodity sales contracts", which are accounted for under ASC 606. Please address the following:

•As previously requested, describe each stage in your process for selling ethanol and other commodities and each stage in your process for managing associated price risk that addresses commodity products produced in your plants, marketed for third parties or purchased in the open market. Provide a breakdown of revenues for each of these commodity product categories for each period presented.

•Describe in more specificity the key differences between your energy trading transactions and commodity sales contracts and provide an example of each. For each example, explain how you evaluated the provisions of the contract to determine whether it met the normal purchases and sales exception in ASC 815-10-15-22.

•Describe the circumstances that would trigger settlement of your physical delivery energy contracts through the transfer of your contractual obligations to other counterparties in lieu of physical delivery to your customer and quantify the level of these activities for each period presented.

Company Response:

The selling of ethanol and other commodities follows a consistent process in that we contact a counterparty to determine if they are interested in purchasing product at a specified price, for a particular delivery period and location. Alternatively, a counterparty will contact us to inquire as to whether we have volume available to sell. As part of the negotiation process, we agree to various contract terms, including product specification, quantity, price, delivery period, delivery method (truck/rail/barge), and enter into a contract which is exchanged with the respective counterparty. At that time, as these contracts meet the definition of a derivative contract, we elect whether we will apply the normal purchase and sales exception (NPNS). If we do not elect NPNS in accordance with ASC 815-10-15-22, the contracts are measured at fair value with changes in fair value recorded on the balance sheet and income statement. For example, for sales of certain distiller products that are in close proximity to our plants with no risk of net settlement, we normally would apply the NPNS exemption. In 2021, revenues from distillers grain that applied the NPNS exemption totaled $19.5 million out of total distillers grain revenue of $374.8 million.

The management of price risk is performed at an entity level in that we look at a number of factors to deter

United States securities and exchange commission logo
July 19, 2022
G. Patrich Simpkins
Chief Financial Officer
Green Plains Inc.
1811 Aksarben Drive
Omaha, Nebraska 68106
Re:Green Plains Inc.
Form 10-K for the Fiscal Year Ended December 31, 2021
Filed February 18, 2022
File No: 001-32924
Dear Mr. Simpkins:
            We have reviewed your May 27, 2022 response to our comment letter and have the
following comments. In some of our comments, we may ask you to provide us with information
so we may better understand your disclosure.
            Please respond to these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional
comments. Unless we note otherwise, our references to prior comments are to comments in our
May 13, 2022 letter.
Form 10-K for fiscal year ended December 31,2021
Results of Operations
Ethanol Production Segment , page 45
1.We acknowledge your response to prior comment four and proposed revised disclosure.
However, we continue to have difficulty in understanding the key factors driving period-
to-period changes in reported revenues and gross profit for your ethanol production
segment. Please provide us the following information and revise your analysis of
operating results accordingly.

•Quantify the impact that your forward physical contracts and derivative financial
instruments had on your reported revenues and costs of goods sold for each period

 FirstName LastNameG. Patrich Simpkins
 Comapany NameGreen Plains Inc.
 July 19, 2022 Page 2
 FirstName LastNameG. Patrich Simpkins
Green Plains Inc.
July 19, 2022
Page 2
presented. In this regard, we refer to your disclosure on page 50 that you create
offsetting positions using a combination of forward fixed-price purchases, sales
contracts, and derivative financial instruments, and that as a result, you frequently
have gains on derivative financial instruments that are offset by losses on forward
physical contracts or inventories and vice versa. With respect to gains/losses on
derivative instruments, separately quantify the amount reclassified from AOCI and
the amount related to derivatives not designated as hedging instruments as disclosed
in Note 11.
•With respect to your key operating data, provide information regarding average
prices of your commodities during each period to provide a better understanding of
the extent to which your revenues were impacted by prices vs volumes.
•Explain the factors underlying the impact on commodity contract revenues
from derivatives not designated as hedging instruments, which decreased reported
revenues by $194.1 million in 2021 compared to decreases of $10.8 million in 2020
and $10.2 million in 2019, as disclosed on page F-27.
•Describe and quantify key factors underlying changes in gross profit for ethanol,
distiller grains and corn oil sold through the ethanol production segment
for each period presented. In this regard, we note your disclosure on page 50 that net
gains and losses from settled derivative instruments are offset by physical commodity
purchases or sales to achieve the intended operating margins. Illustrate for us the
impact that your pricing risk strategy had on your gross profit margin for the periods
presented.
Notes to the Consolidated Financial Statements
2. Summary of Significant Accounting Policies
Revenue Recognition, page F-11
2.We note your response to prior comment five; however, we continue to have difficulty
understanding the difference between your "energy trading transactions", which are
accounted for as derivatives, and your "commodity sales contracts", which are accounted
for under ASC 606.  Please address the following:

•As previously requested, describe each stage in your process for selling ethanol and
other commodities and each stage in your process for managing associated price risk
that addresses commodity products produced in your plants, marketed for third
parties or purchased in the open market. Provide a breakdown of revenues for each of
these commodity product categories for each period presented.
•Describe in more specificity the key differences between your energy trading
transactions and commodity sales contracts and provide an example of each.  For
each example, explain how you evaluated the provisions of the contract to determine
whether it met the normal purchases and sales exception in ASC 815-10-15-22.

 FirstName LastNameG. Patrich Simpkins
 Comapany NameGreen Plains Inc.
 July 19, 2022 Page 3
 FirstName LastName
G. Patrich Simpkins
Green Plains Inc.
July 19, 2022
Page 3
•Describe the circumstances that would trigger settlement of your physical delivery
energy contracts through the transfer of your contractual obligations to other
counterparties in lieu of physical delivery to your customer and quantify the level of
these activities for each period presented.
            You may contact Frank Wyman at 202-551-3660 or Angela Connell at 202-551-3426, if
you have questions regarding comments on the financial statements and related matters.
Sincerely,
Division of Corporation Finance
Office of Life Sciences

CORRESP
1
filename1.htm

			Comment letter response

			May 27, 2022

			

			Via EDGAR

			

			

			United States Securities and Exchange Commission

			Division of Corporation Finance

			Office of Life Sciences

			100 F Street, N.E.  Mailstop 4631

			Washington, D.C. 20549

			

			Re:Green Plains Inc.

			Form 10-K for the Fiscal Year Ended December 31, 2021

			Filed February 18, 2022

			File No. 001-32924

			

			Ladies and Gentlemen:

			

			Green Plains Inc. (the “Company”) received comments on the filing referenced above from the Securities and Exchange Commission Division of Corporation Finance (the “Staff”) dated May 13, 2022 (the “Letter”) by e-mail.  We understand the purpose of the Staff’s review process is to assist us in our compliance with applicable disclosure requirements and to enhance the overall disclosure in our filings. This letter is provided by the Company in response to the comments in the Letter. For your convenience, the comments in the Letter are provided below, followed by the Company’s responses.

						

						

						Form 10-K for the Fiscal Year Ended December 31, 2021

						Critical Accounting Policies and Estimates, page 39

						Staff Comment:

						1.  Please explain why, starting with your Form 10-K for the year ended December 31, 2021, you no longer consider revenue recognition to be a critical accounting estimate.

						Company Response:

						We reviewed and reassessed the nature of our various revenue contracts and determined that revenue recognition is based on clearly defined contract terms with insignificant adjustments and as a result revenue recognition did not require significant estimation or other subjectivity that could result in variability of our financial condition or operating performance. Therefore, we concluded it was no longer necessary to disclose revenue recognition as a critical accounting estimate.

			U.S. Securities and Exchange Commission

			May 27, 2022

						Management's Discussion and Analysis of Financial Condition and Results of Operations

						Components of Revenues and Expenses, page 40

						

						Staff Comment:

						2.  You disclose that for your Ethanol Production segment, your revenues are derived primarily from the sale of ethanol, including industrial grade alcohol, distillers grains, Ultra-High Protein and corn oil. For your Agribusiness and Energy Services segment, you disclose that your primary sources of revenue include sales of these commodities for both your ethanol plants and for third parties, as well as the sales of grain and other commodities purchased in the open market. Please provide us with proposed disclosure to be included in future filings clarifying that the vast majority of your revenues are derived from physical delivery contracts accounted for as derivatives and differentiate the components of these physically settled derivative sales from commodity sales that aren't classified as derivatives. In this regard, clarify the extent to which your physically settled derivative sales include valuation gains and losses related to the derivative instrument during the reporting period.

						Company Response:

						In future filings within Components of Revenues and Expenses in Management’s Discussion and Analysis, we will include a line to state that the vast majority of our revenues are derived from physical delivery contracts accounted for as derivatives and refer to the related footnotes as shown below. In regards to differentiating the components of these physically settled derivative sales from commodity sales that are not classified as derivatives, we have referenced Note 4-Revenue below, which disaggregates revenue between revenues from contracts with customers under ASC 606 and revenues from contracts accounted for as derivatives under ASC 815. In regards to clarifying the extent our physically settled derivative sales include valuation gains and losses related to derivative instruments during the period, we have referenced Note 11-Derivative Financial Instruments, which discloses the extent of the valuation gains and losses.

						     For our ethanol production segment, our revenues are derived primarily from the sale of ethanol, including industrial-grade alcohol, distillers grains, Ultra-High Protein and corn oil. For our agribusiness and energy services segment, our primary sources of revenue include sales of ethanol, including industrial-grade alcohol, distillers grains, Ultra-High Protein and corn oil that we market for our ethanol plants, in which we earn a marketing fee, sales of ethanol we market for a third-party and sales of grain and other commodities purchased in the open market. The vast majority of our revenues are from physical delivery contracts accounted for as derivatives under ASC 815 as disclosed in the tables within Note 4-Revenue and Note 11-Derivative Financial Instruments. Revenues include net gains or losses from derivatives related to products sold. For our partnership segment, our revenues consist primarily of fees for receiving, storing, transferring and transporting ethanol and other fuels.

			2

			U.S. Securities and Exchange Commission

			May 27, 2022

						

						Results of Operations

						Year Ended December 31, 2021 Compared with the Year Ended December 31, 2020

						Consolidated Results, page 45

						Staff Comment:

						3.  When discussing your results of operations on a consolidated basis, you discuss Adjusted EBITDA without also discussing the most directly comparable GAAP measure with equal or greater prominence.  Please provide us with proposed disclosure to be included in future filings that complies with Item 10(e)(1)(i)(A) of Regulation S-K and Question 102.10 from the    Compliance & Disclosure Interpretations on Non-GAAP Financial Measures.

						Company Response:

						In future filings, we will include the reference to the most directly comparable GAAP measure, that being net loss, and remove the reference to operating income when discussing adjusted EBITDA within the Results of Operations discussions on a consolidated basis. Please see the proposed change below:

						Net loss from continuing operations including noncontrolling interests decreased $45.5 million, operating income increased $148.2 million and adjusted EBITDA increased $50.6 million in 2021, compared with 2020 primarily due to increased margins on ethanol production and the gain on sale of assets in 2021, offset by the write-off of the goodwill in the ethanol production segment and loss on sale of assets, net during fiscal year 2020. Interest expense increased $27.2 million in 2021, compared with 2020 primarily due to the loss upon settlement of convertible notes of $22.1 million recorded in the first quarter of 2021 and the $9.5 million loss upon settlement of convertible notes recorded in the second quarter of 2021. Income tax expense was $1.8 million in 2021, compared to an income tax benefit of $50.4 million in 2020. The income tax benefit in 2020 was primarily due to benefits recorded related to the CARES Act.

						

						Ethanol Production Segment, page 45

						Staff Comment:

						4.  Please provide us with proposed disclosure to be included in future filings that expands your analysis to describe the key factors driving the improvement in margins for the ethanol production segment that led to the $101.6 million reduction in its operating loss between 2020 and 2021. As part of this discussion, please explain and quantify the degree to which your derivative activities impacted your results. In this regard, we note your disclosure on page 50 that net gains and losses from settled derivative instruments are offset by physical commodity purchases or sales to achieve the intended operating margins.

			3

			U.S. Securities and Exchange Commission

			May 27, 2022

						Company Response:

						In future filings, we will expand our analysis to describe key factors driving the improvement in margins, including derivatives, for the ethanol production segment as proposed in the example below:

						Operating income increased $101.6 million and EBITDA increased $115.9 million in 2021 compared with 2020 primarily due to improved margins on corn oil as a result of higher pricing and higher volumes, offset by the write-off of the goodwill during fiscal year 2020.

						To the extent that derivative gains or losses not specifically related to physical commodity purchases or sales commitments are significant, we will disclose the impact to our results of operations.

						

						Notes to Consolidated Financial Statements

						2. Summary of Significant Accounting Policies

						Revenue Recognition, page F-11

						Staff Comment:

						5.  You disclose that energy trading transactions (comprised of physical delivery energy commodity purchase and sale agreements) are reported net as a component of revenue and that revenues include net gains or losses from derivatives related to products sold while cost of goods sold includes net gains or losses from derivatives related to commodities purchased. You also disclose that revenues include realized gains and losses on related derivative financial instruments and reclassifications of realized gains and losses on cash flow hedges from accumulated other comprehensive income or loss. Please address the following with respect to these energy trading transactions:

						Provide a technical analysis supporting your application of ASC 815 to your physical delivery contracts and other energy trading transactions, with particular emphasis on your conclusion that these contracts do not qualify for the "normal purchases and normal sales” scope exception as discussed in ASC 815-10-15-22. Explain how these sales differ from commodity sales that you determined to be within the scope of ASC 606.

						Describe your process for selling ethanol and other commodities produced in your eleven facilities, how you moderate commodity price risk through your derivative trading activities and the key terms governing your ethanol sales contracts, including price adjustments, volume requirements and contract extension/renewals.

						Explain how you determined that net gains from these energy trading transactions should be characterized as revenues as opposed to other income. In this regard, footnote 1 to your tabular disclosure on page F-18 states that revenues from contracts accounted for as derivatives represent physically settled derivative sales that are outside the scope of ASC 606, where you recognize revenue when control of the inventory is transferred within the meaning of ASC 606 as required by ASC 610-20. Note that this subtopic falls under the Other Income topic within the Codification.

			4

			U.S. Securities and Exchange Commission

			May 27, 2022

						Company Response:

						1)  Our energy trading transactions represent natural gas purchases and sales from our agribusiness and energy services segment. We have determined these transactions meet the definition of a derivative instrument as defined by ASC 815-10-15, as they have 1) both underlying and notional amounts or payment provisions, 2) an initial net investment, and 3) can be net settled. As we have the potential to net settle these transactions or flash title could occur at the point of purchase and sale, we concluded these contracts do not qualify for the normal purchase and normal sale scope exception as discussed in ASC 815-10-15-22. As such, the forward purchase and sale energy trading contracts are carried at fair value on our consolidated balance sheet with changes in fair value recorded in our results of operations. Therefore, the energy trading contracts are different than the commodity sales contracts that are within the scope of ASC 606, which qualify for the normal sale scope exception. We disclosed that the net gains and losses on these transactions are included in revenues.

						2)  We use forward physical contracts to sell a majority of our ethanol, distillers grains, Ultra-High Protein and corn oil production to partially offset commodity price volatility. We also engage in hedging transactions involving exchange-traded futures contracts for corn, natural gas, ethanol, soybean meal, soybean oil and other agricultural commodities to minimize price risk exposure. The financial impact of these activities depends on the price of the commodities involved and our ability to physically receive or deliver those commodities. Key terms governing our ethanol sales contracts clearly define the contracted price, quantity, product, delivery period and delivery location. Price changes are limited to insignificant adjustments for quality. Revenue is based on quantities weighed at the time of delivery and there are very limited contract extensions or renewals.

						3)  Our energy trading transactions represent natural gas purchases and sales from our agribusiness and energy services segment. As described by ASC 815-10, we disclosed that the net gains and losses on these transactions are included in revenues. Revenues associated with our energy trading transactions are accounted for as either revenues from contracts with customers under ASC 606 and revenues from contracts accounted for as derivatives under ASC 815. We will remove reference to ASC 610 in footnote 1 as shown below:

						(1)Revenues from contracts accounted for as derivatives represent physically settled derivative sales that are outside the scope of ASC 606, where the company recognizes revenue when control of the inventory is transferred within the meaning of ASC 606 as required by ASC 610-20, Gains and Losses from Derecognition of Nonfinancial Assets.

						

			5

			U.S. Securities and Exchange Commission

			May 27, 2022

						

						6. Fair Value Disclosures, page F-21

						Staff Comment:

						6.  Your tabular disclosure on page F-25 of fair values by level in fair value hierarchy includes a line item entitled “Unrealized gains (losses) on derivatives.”  This title is confusing as the amounts represent the fair value of your derivative assets and liabilities, not just any unrealized gains or losses. Please confirm that in future filings you will appropriately label these line items as derivative assets and liabilities to be consistent with your presentation on your Statements of Position.

						Company Response:

						In future filings, we will label both of these line items as follows:

						     Derivative financial instruments - assets

						     Derivative financial instruments - liabilities

						

						7. Derivative Financial Instruments, page F-26

						

						Staff Comment:

						7.  Please address the following with respect to your derivative financial instruments and provide us with proposed disclosure to be included in future filings:

						Your tabular disclosure on page F-26 presents the fair values of your derivative assets and liabilities in the aggregate and the line items on the consolidated balance sheet where they are reported. Please disaggregate your derivative assets and liabilities by hedging designation and type of contract. Given that your derivatives are primarily comprised of commodity contracts, consider further disaggregating by type of instrument (e.g., exchange-traded futures, exchange-traded options, physical delivery contracts, etc.). Refer to ASC 815-10-50-4B(c) and ASC 815-10-55-192.

						Provide more specificity regarding derivatives labeled as commodity contracts in your tabular disclosure on pages F-27 and F-28. For example, to the extent that your commodity contracts not designated as hedging instruments are solely comprised of your physical delivery contracts, please specify this fact. With respect to the impact of your cash flow and fair value hedges on your Statements of Operations and Other Comprehensive Income, provide more specificity with respect to the hedged items and the types of

United States securities and exchange commission logo
May 13, 2022
G. Patrich Simpkins
Chief Financial Officer
Green Plains Inc.
1811 Aksarben Drive
Omaha, Nebraska 68106
Re:Green Plains Inc.
Form 10-K for the Fiscal Year Ended December 31, 2021
Filed February 18, 2022
File No: 001-32924
Dear Mr. Simpkins:
            We have limited our review of your filing to the financial statements and related
disclosures and have the following comments. In some of our comments, we may ask you to
provide us with information so we may better understand your disclosure.
            Please respond to these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
Form 10-K for the Fiscal Year Ended December 31, 2021
Critical Accounting Policies and Estimates, page 39
1.Please explain why, starting with your Form 10-K for the year ended December 31, 2021,
you no longer consider revenue recognition to be a critical accounting estimate.
Management's Discussion and Analysis of Financial Condition and Results of Operations
Components of Revenues and Expenses, page 40
2.You disclose that for your Ethanol Production segment, your revenues are derived
primarily from the sale of ethanol, including industrial-grade alcohol, distillers grains,
Ultra-High Protein and corn oil. For your Agribusiness and Energy Services segment, you
disclose that your primary sources of revenue include sales of these commodities for both
your ethanol plants and for third parties, as well as the sales of grain and other
commodities purchased in the open market.  Please provide us with proposed disclosure to
be included in future filings clarifying that the vast majority of your revenues are derived

 FirstName LastNameG. Patrich Simpkins
 Comapany NameGreen Plains Inc.
 May 13, 2022 Page 2
 FirstName LastNameG. Patrich Simpkins
Green Plains Inc.
May 13, 2022
Page 2
from physical delivery contracts accounted for as derivatives, and differentiate the
components of these physically settled derivative sales from commodity sales that aren't
classified as derivatives.  In this regard, clarify the extent to which your physically settled
derivative sales include valuation gains and losses related to the derivative instrument
during the reporting period.
Results of Operations
Year Ended December 31, 2021 Compared with the Year Ended December 31, 2020
Consolidated Results, page 45
3.When discussing your results of operations on a consolidated basis, you discuss Adjusted
EBITDA without also discussing the most directly comparable GAAP measure with equal
or greater prominence.  Please provide us with proposed disclosure to be included in
future filings that complies with Item 10(e)(1)(i)(A) of Regulation S-K and Question
102.10 from the Compliance & Disclosure Interpretations on Non-GAAP Financial
Measures.
Ethanol Production Segment, page 45
4.Please provide us with proposed disclosure to be included in future filings that expands
your analysis to describe the key factors driving the improvement in margins for the
ethanol production segment that led to the $101.6 million reduction in its operating loss
between 2020 and 2021. As part of this discussion, please explain and quantify the degree
to which your derivative activities impacted your results. In this regard, we note your
disclosure on page 50 that net gains and losses from settled derivative instruments are
offset by physical commodity purchases or sales to achieve the intended operating
margins.
Notes to Consolidated Financial Statements
2. Summary of Significant Accounting Policies
Revenue Recognition, page F-11
5.You disclose that energy trading transactions (comprised of physical delivery energy
commodity purchase and sale agreements) are reported net as a component of revenue and
that revenues include net gains or losses from derivatives related to products sold while
cost of goods sold includes net gains or losses from derivatives related to commodities
purchased. You also disclose that revenues include realized gains and losses on related
derivative financial instruments and reclassifications of realized gains and losses on cash
flow hedges from accumulated other comprehensive income or loss. Please address the
following with respect to these energy trading transactions:

•Provide a technical analysis supporting your application of ASC 815 to your physical
delivery contracts and other energy trading transactions, with particular emphasis on
your conclusion that these contracts do not qualify for the "normal purchases and

 FirstName LastNameG. Patrich Simpkins
 Comapany NameGreen Plains Inc.
 May 13, 2022 Page 3
 FirstName LastNameG. Patrich Simpkins
Green Plains Inc.
May 13, 2022
Page 3
normal sales" scope exception as discussed in ASC 815-10-15-22. Explain how these
sales differ from commodity sales that you determined to be within the scope of ASC
606.
•Describe your process for selling ethanol and other commodities produced in your
eleven facilities, how you moderate commodity price risk through your derivative
trading activities and the key terms governing your ethanol sales contracts, including
price adjustments, volume requirements and contract extension/renewals.
•Explain how you determined that net gains from these energy trading transactions
should be characterized as revenues as opposed to other income. In this regard,
footnote 1 to your tabular disclosure on page F-18 states that revenues from contracts
accounted for as derivatives represent physically settled derivative sales that are
outside the scope of ASC 606, where you recognize revenue when control of the
inventory is transferred within the meaning of ASC 606 as required by ASC 610-20.
Note that this subtopic falls under the Other Income topic within the Codification.
6. Fair Value Disclosures, page F-21
6.Your tabular disclosure on page F-25 of fair values by level in fair value hierarchy
includes a line item entitled "Unrealized gains (losses) on derivatives".  This title is
confusing as the amounts represent the fair value of your derivative assets and liabilities,
not just any unrealized gains or losses.  Please confirm that in future filings you will
appropriately label these line items as derivative assets and liabilities to be consistent with
your presentation on your Statements of Position.
11. Derivative Financial Instruments, page F-26
7.Please address the following with respect to your derivative financial instruments and
provide us with proposed disclosure to be included in future filings:
•Your tabular disclosure on page F-26 presents the fair values of your derivative assets
and liabilities in the aggregate and the line items on the consolidated balance sheet
where they are reported.  Please disaggregate your derivative assets and liabilities by
hedging designation and type of contract.  Given that your derivatives are
primarily comprised of commodity contracts, consider further disaggregating by type
of instrument (e.g., exchange-traded futures, exchange-traded options, physical
delivery contracts, etc.).  Refer to ASC 815-10-50-4B(c) and ASC 815-10-55-192.
•Provide more specificity regarding derivatives labeled as commodity contracts in
your tabular disclosure on pages F-27 and F-28.  For example, to the extent that your
commodity contracts not designated as hedging instruments are solely comprised of
your physical delivery contracts, please specify this fact.  With respect to the impact
of your cash flow and fair value hedges on your Statements of Operations and Other
Comprehensive Income, provide more specificity with respect to the hedged items
and the types of derivative instruments used as hedging instruments.
•With respect to your tabular disclosure of open commodity positions on page F-29,
clarify whether the amounts disclosed represent fair values or notional amounts.  To

 FirstName LastNameG. Patrich Simpkins
 Comapany NameGreen Plains Inc.
 May 13, 2022 Page 4
 FirstName LastName
G. Patrich Simpkins
Green Plains Inc.
May 13, 2022
Page 4
the extent that the amounts represent the fair values of open derivative positions,
please reconcile to your Consolidated Statement of Position.  Please also clarify
whether your non-exchange traded forwards represent your physical delivery
contracts and clarify the difference between fixed-price and basis contracts, as noted
in footnote (2) to the table.
            In closing, we remind you that the company and its management are responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or
absence of action by the staff.
            You may contact Frank Wyman at 202-551-3660 or Angela Connell at 202-551-3426
with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences

CORRESP
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			CORRESP - Consent Letter

			

			January 3, 2020

			

			

			VIA EDGAR

			

			

			Division of Corporation Finance
United States Securities and Exchange Commission
100 F Street, N.E.
Washington, DC  20549

			

						

						Re:

						Green Plains Inc. (the “Registrant”)

						

						Registration Statement on Form S-3, File No. 333-235740

			

			Ladies and Gentlemen:

			

			

			Further to your correspondence dated January 2, 2020 and notification that you will not be reviewing our Registration Statement on Form S-3, pursuant to Rule 461 under the Securities Act of 1933, as amended, the undersigned hereby respectfully requests that the effective date of the Registration Statement referenced above be accelerated so that it will be declared effective on January 7, 2020 at 4:00 pm, Eastern Time.

			

						

						Very truly yours,

						

						

						

						GREEN PLAINS INC.

						

						By:

						/s/ Michelle S. Mapes

						Name:

						Michelle S. Mapes

						Title:

						Chief Legal & Administration Officer and Corporate Secretary

						

						

			

			

			

			cc: Rebecca C. Taylor, Husch Blackwell LLP

January 2, 2020
Todd Becker
Chief Executive Officer
Green Plains Inc.
1811 Aksarben Drive
Omaha, NE 68106
Re:Green Plains Inc.
Registration Statement on Form S-3
Filed December 27, 2019
File No. 333-235740
Dear Mr. Becker:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Paul Fischer at 202-551-3415 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Michelle Mapes, Esq.

Mail Stop 4631

October 25 , 2016

Via E -mail
Mr. Jerry L. Peters
Chief Financial Officer
Green Plains Inc.
450 Regency Parkway, Suite 400
Omaha, NE  68114

RE: Green Plains Inc.
Form 10 -K for the Year Ended December 31, 2015
Filed February 18, 2016
  File No. 1 -32924

Dear Mr. Peters:

We have completed our review of your filing .  We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosure s, notwithstanding
any review, comments, action or absence by the staff .

Sincerely,

 /s/ John Cash

 John Cash
Accounting Branch Chief
Office of Manufacturing and
Construction

CORRESP
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			Comment letter response

						

						

			

			

			

			

			October 17, 2016

			

			Via EDGAR

			

			

			United States Securities and Exchange Commission

			Division of Corporation Finance

			Attention: John Cash, Accounting Branch Chief

			100 F Street, N.E.  Mailstop 4631

			Washington, D.C. 20549

			

			Re:Green Plains Inc.

			Form 10-K for the Year Ended December 31, 2015

			Filed February 18, 2016

			Form 10-Q for the Quarter Ended June 30, 2016

			Filed August 3, 2016

			Definitive Proxy Statement on Schedule 14A

			Filed April 1, 2016

			File No. 1-32924

			

			Dear Mr. Cash:

			

			Green Plains Inc. (the “Company”) received comments on the filings referenced above from the Securities and Exchange Commission Division of Corporation Finance (the “Staff”) dated October 5, 2016 (the “Letter”) by e-mail.  We understand the purpose of the Staff’s review process is to assist us in our compliance with applicable disclosure requirements and to enhance the overall disclosure in our filings. This letter is provided by the Company in response to the comments in the Letter. For your convenience, the comments in the Letter are provided below, followed by the Company’s responses.

						

						Form 10-K for the Year Ended December 31, 2015

						Item 15. Exhibits, Financial Statement Schedules, page 55

						Note 2. Summary of Significant Accounting Policies, page F-9
Goodwill, page F-12

						Staff Comment:

						1.  You disclose that you record goodwill when the purchase price for an acquisition exceeds the fair value of the identified tangible and intangible assets.  In future filings, please revise your disclosure to clarify that the determination of goodwill takes into consideration the fair value of net tangible assets, instead of tangible assets, and intangible assets.

						

						Company Response:

						In future filings, we will clarify that the determination of goodwill takes into consideration the fair value of net tangible and intangible assets.

			

			Mr. John Cash

			Securities and Exchange Commission

			October 17, 2016

						Form 10-Q for the Period Ended June 30, 2016
Item 4. Controls and Procedures, page 40

						

						Staff Comment:

						2.  You disclose here, as well as in your March 31, 2016 Form 10-Q, that management carried out an evaluation of the effectiveness of the design and operation of your disclosure controls and procedures as of December 31, 2015 and concluded that your disclosure controls and procedures were effective. Please confirm that you carried out an evaluation of the effectiveness of the design and operation of your disclosure controls and procedures as of March 31, 2016 and June 30, 2016 and tell us whether or not you concluded your disclosure controls and procedures were effective for each applicable period. In future filings please ensure that you disclose your conclusion regarding the effectiveness of your disclosure controls and procedures as of the end of the period covered by the report. Refer to Item 307 of Regulation S-K.

						Company Response:

						We confirm that, on a quarterly basis, management performs an evaluation of the effectiveness of the design and operation of disclosure controls and procedures.  As of March 31, 2016 and June 30, 2016, we concluded that our disclosure controls and procedures were effective.  In future filings, we will disclose our conclusion on the effectiveness of disclosure controls and procedures as of the end of the period covered by the report.

						

						Definite Proxy on Schedule 14A

						Executive Compensation, page 14
Annual Performance/Incentive Awards, page 16

						Staff Comment:

						3.  We note that you only disclose the performance measurement ranges required to achieve the target compensation. In future filings, please disclose the required performance measurements to achieve compensation above the target amount, as well as how it is calculated. With respect to this disclosure, please note that amounts paid over and above amounts earned by achieving the performance measures in your non-equity incentive plan should be reported in the bonus column of your summary compensation table. For further guidance, please refer to Regulation S-K C&DI Question 119.02.

						Company Response:

						In future filings, we will disclose the required performance measurements to achieve compensation about the target amount, in addition to how it is calculated, and will report any amounts paid over and above amounts earned by achieving the performance measures in the bonus column of our summary compensation table.

						

						Grants of Plan-Based Awards, page 21

						Staff Comment:

						4.  In future filings please disclose the threshold, target and maximum amount of estimated future pay under the non-equity incentive plan in this table. We note your disclosure in footnote three. Please note that the maximum amount should be disclosed in this table even if compensation committee has discretion to adjust these awards.

						Company Response:

						In future filings, we will disclose the threshold, target and maximum amount of estimated future pay under the non-equity incentive plan included in this table as well as the maximum amounts associated with this plan.

			2

			Mr. John Cash

			Securities and Exchange Commission

			October 17, 2016

		

			

			If you have any questions or comments concerning the matters discussed above, please contact me by phone at 402-315-1603 or email at jerry.peters@gpreinc.com with a copy to Michelle Mapes at michelle.mapes@gpreinc.com.

			

			

			Respectfully Submitted,

			

			/s/ Jerry L. Peters

			

			Jerry L. Peters

			Chief Financial Officer

			

			3

Mail Stop 4631

October 5 , 2016

Via E -mail
Mr. Jerry L. Peters
Chief Financial  Officer
Green Plains Inc.
450 Regency Parkway, Suite 400
Omaha, NE   68114

RE: Green Plains Inc.
Form 10 -K for the Year Ended December 31, 2015
Filed February 18, 2016
  Form 10 -Q for the Quarter Ended June 30, 2016
  Filed August 3, 2016
  Definitive Proxy Statement on Schedule 14A
  Filed April 1, 2016
  File No. 1-32924

Dear Mr. Peters :

We have reviewed your filing an d have the following comments.  In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.

Please respond to these comments  within ten busine ss days by providing the requested
information or advis e us as soon as possible when you will respond.  If you  do not believe our
comments apply to your facts and circumstances , please  tell us why in your response.

After reviewing your response to these  comments, we may have  additional comments.

Form 10 -K for the Year Ended December 31, 2015

Item 15. Exhibits, Financial Statement Schedules, page 55
Note 2. Summary of Significant Accounting Policies, page F -9
Goodwill, page F -12

1. You disclose that you record goodwill when the purchase  price for an acquisition exceeds
the fair value of the identified tangible and intangible assets.  In future filings, please
revise your disclosure to clarify that the determination of goodwill takes into

Mr. Jerry L. Peters
Green Plains Inc.
October 5 , 2016
Page 2

 consideration the fair value of net tangible asset s, instead of tangible assets, and
intangible assets.

Form 10 -Q for the Period Ended June 30, 2016

Item 4. Controls and Procedures, page 40

2. You disclose here, as well as in your March 31, 2016 Form 10 -Q, that management
carried out an evaluation of the effectiveness of the design and operation of your
disclosure controls and procedures as of December 31, 2015 and concluded that your
disclosure  controls and procedures were effective.  Please confirm that you carried out an
evaluation of the effectiveness of the design and operation of your disclosure controls and
procedures as of March 31, 2016 and June 30, 2016 and tell us whether or not you
concluded your disclosure controls and procedures were effective for each applicable
period.  In future filings  please ensure that you disclose your conclusion regarding the
effectiveness of your disclosure controls and procedures as of the end of the perio d
covered by the report.  Refer to Item 307 of Regulation S -K.

Definite Proxy on Schedule 14A

Executive Compensation, page 14
Annual Performance/Incentive Awards, page 16

3. We note that you only disclose the performance measurement ranges required to achieve
the target compensation.  In future filings, please disclose the required performance
measurements  to achieve compensation above the target amount, as well as how it is
calculated.  With respect to this disclosure, please note that amou nts paid over and above
amounts earned by achieving  the performance measure s in your non-equity incentive
plan should be reported in the bonus column of your summary compensation table.   For
further guidance, please refer to Regulation S -K C&DI Question 11 9.02.

Grants of Plan -Based Awards, page 21

4. In future filings please disclose the  threshold, target and maximum amount of estimated
future pay  under the non -equity incentive plan in this table.  We note your disclosure in
footnote three.  Please note that  the maximum amount should be disclosed in this table
even if compensation committee has disc retion to adjust these awards.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the fili ng includes the information the Securities Exchange Act of
1934 and all applica ble Exchange Act rules require.   Since the company and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of t he disclosures they have made.

Mr. Jerry L. Peters
Green Plains Inc.
October 5 , 2016
Page 3

 In responding to our comments, please provide  a written statement from the company
acknowledging that:

 the company is responsible for the adequacy and accuracy of the disclosure in the
filing;

 staff comments or changes to disclosure in response to staff comments do not
foreclose the Commission from taking any action with respect to the filing; and

 the company may not assert staff comments as a defense in any proceeding initiated
by the Commission or any person under the federal securities laws of the United
States.

You may contact Jeffrey Gordon, Staff Accountant  at (202) 551 -3866  or me at (202) 551 -
3768  if you have questions regarding comments on the financial statements and related matters.
Please  contact David Korvin, Staff Attorney, at (202) 551 -3236  or Asia Timmons -Pierce, Staff
Attorney , at (202) 551 -3754  with any other questions.

 Sincerely,

 /s/ John Cash

 John Cash
 Accounting Branch Chief
Office of Manufacturing and
Construction

November 20, 2013

Via E -mail
Mr. Jerry L. Peters
Chief Financial Officer
Green Plains Renewable Energy, Inc.
450 Regency Parkway, Suite 4 00
Omaha, NE  68114

RE: Green Plains Renewable  Energy, Inc.
Form 10 -K for the Year Ended December 31, 2012
Filed February 15, 2013
  File No. 1 -32924

Dear Mr. Peters:

We have completed our review of your filings.  We remind you that our comments or
changes to disclosure in response to our comments do not foreclose the Commission from taking
any action with respect to the company or the filing s and the company may not assert staff
comments as a defense in any proceeding initiated by the Commission or any person under the
federal securities laws of th e United States.  We urge all persons who are responsible for the
accuracy and adequacy of the disclosure in the filing s to be certain that the filing s include the
information the Securities Exchange Act of 1934 and all applicable rules require.

Sincerely ,

 /s/ John Cash

 John Cash
Accounting Branch Chief

CORRESP
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CORRESP

 November 13, 2013

Via EDGAR

 United States Securities and Exchange
Commission

 Division of Corporation Finance

 Attention: John
Cash, Accounting Branch Chief

 100 F Street, N.E.

Washington, D.C. 20549

Re:
Green Plains Renewable Energy, Inc.

 Form 10-K for the Year Ended December 31,
2012

 Filed February 15, 2013

Form 10-Q for the Quarter Ended June 30, 2013

Filed August 1, 2013

Definitive Proxy Statement on Schedule 14A

Filed March 29, 2013

File No. 1-32924

 Ladies and
Gentlemen:

 On February 15, 2013, Green Plains Renewable Energy, Inc. (the “Company”) filed its annual report on Form 10-K
(the “10-K Filing”) with the Securities and Exchange Commission (the “Commission”) pursuant to the Securities Act of 1934. On August 1, 2013, the Company filed its quarterly report on Form 10-Q for the quarterly period ended
June 30, 2013 (the “10-Q Filing”) with the Commission. On March 29, 2013, the Company filed its 2013 definitive proxy statement on Schedule 14A (the “Proxy Filing”) with the Commission. The Company received comments on
the 10-K Filing, the 10-Q Filing and the Proxy Filing from the Division of Corporation Finance (the “Staff”) of the Commission dated October 30, 2013 (the “Letter”) by e-mail. The Company is concurrently filing via EDGAR
Amendment No. 1 to the Form 10-K reflecting the Company’s response to the Staff’s comments.

 We understand the purpose of
the Staff’s review process is to assist us in our compliance with applicable disclosure requirements and to enhance the overall disclosure in our filings. This letter is provided by the Company in response to the comments in the Letter. For
your convenience, the comments in the Letter are provided below, followed by the Company’s responses.

 Form 10-K for the Year Ended
December 31, 2012

 General

Staff Comment:

1. With a view towards future disclosure, please tell us to what extent your results are impacted by the presence or absence of various tax credits for your products.

Company Response:

The volumetric ethanol excise tax credit, which expired on December 31, 2011, previously provided certain companies with an excise tax credit to blend ethanol with gasoline. However, this tax credit was provided to the companies
that blended the ethanol and gasoline, not to the ethanol production companies. Currently, we receive approximately $60,000 annually in tax credits related to state biofuels credits; accordingly, our consolidated financial results are impacted
minimally by the presence or absence of tax credits for our products. Since they are not material to our reported consolidated financial results, we do not include expanded discussion regarding the presence or absence of such tax credits in our
regulatory filings.

 Item 6. Selected Financial Data, page 28

Staff Comment:

2. Question 103.01 of the SEC Compliance and Disclosure Interpretations: Non-GAAP Financial Measures states that EBITDA is defined as earnings before interest, income taxes, depreciation and amortization. We note that you have
defined EBITDA as earnings before interest, income taxes, non-controlling interests, depreciation and amortization. In future filings, please revise the title you use since EBITDA is not computed as commonly defined. One choice may be to call it
adjusted EBITDA. Please ensure that you also revise the title in your Forms 8-K as well.

Company Response:

In future filings, we will present EBITDA as it is commonly defined: earnings before interest, income taxes, depreciation and amortization. This revised presentation was used in our Form 10-Q filing for the quarterly period ended
September 30, 2013, which was filed on October 31, 2013. We will use this revised presentation in our future Form 8-K filings as well.

 Item 15. Exhibits, Financial Statement Schedules, page 52

Report of Independent Registered Public Accounting Firm, page F-1

Staff Comment:

3. Please make arrangements with your auditor to revise their report in an amended Form 10-K to indicate the city and state in which their report was issued, as required by Rule 2-02(a) of Regulation S-X.

Company Response:

Our auditors, KPMG LLP, have revised their Report of Independent Registered Public Accounting Firm to indicate the city and state in which their report was issued; accordingly, concurrent with filing of this response letter, we are
filing an amended Form 10-K for the annual period ended December 31, 2012 to include KPMG LLP’s revised report.

 Consolidated Statements of Cash Flows, page F-6

Staff Comment:

4. In future filings, please breakout for each period presented the ‘other’ line items in the cash provided (used) by operating, investing and financing activities sections into smaller components having more descriptive
titles. Netting of dissimilar gains and losses is not generally appropriate. Netting of cash flows related to asset balances with cash flows related to liability balances is also not generally appropriate. Please show us in your supplemental
response what the revisions will look like.

Company Response:

In future filings, we will break out for each period presented the ‘other’ line items in the cash provided (used) by operating, investing and financing activities sections into smaller components and/or change the titles
to be more descriptive for the line item. We note that netting of dissimilar gains and losses is not generally appropriate and do not perform such netting. We also note that netting of cash flows related to asset balances with cash flows related to
liability balances is also not generally appropriate. We have updated disclosures within our statements of cash flows in our Form 10-Q for the quarterly period ended September 30, 2013, which was filed on October 31, 2013, to comply with this
request, which provides a view to what the revisions will look like going forward.

 2

 Note 3. Acquisitions and Dispositions, page F-13

Sale of Grain Assets, page F-13

Staff Comment:

5. Regarding the sale of twelve grain elevators located in northwestern Iowa and western Tennessee, please tell us what consideration you gave as to whether the grain elevators meet the definition of the component of an entity and
should or should not be presented as discontinued operations. Refer to ASC 205-20.

 Company

 Response:

 Regarding the sale of twelve grain elevators located in northwestern Iowa and western Tennessee, we referred to ASC 205-20, which indicates
that in order for results of a component to be classified as discontinued operations, the reporting entity must have either disposed of the component on or before the balance sheet date or the assets of the component must qualify as assets held for
sale under the provisions of ASC 360-10. Additionally, the reporting entity must expect that the operations and cash flows associated with the component will be eliminated from the ongoing operations and cash flows of the reporting entity as a
result of the disposal. Finally, the reporting entity must expect that it will have no significant continuing involvement in the operations of the component after the disposal.

In our Form 10-K for the annual period ended December 21, 2012, we included the following disclosures: “In December 2012, we sold 12 grain elevators
located in northwestern Iowa and western Tennessee consisting of approximately 32.6 million bushels of our grain storage capacity and all of our agronomy and retail petroleum operations. We believe the sale of assets represented an opportunity to
maximize shareholder value. Revenues and gross profit generated by the sold operations represented approximately 91% and 93%, respectively, of 2012 agribusiness segment results. We will continue to participate in grain handling and storage
activities through our remaining grain handling assets and future grain storage expansion at or near our ethanol plants. Over the next two years, we plan to realign our agribusiness operations by adding between five and ten million bushels of grain
storage capacity per year. These assets will be located around our ethanol plants to take advantage of our current infrastructure and enhance our corn origination and trading capabilities.”

 These disclosures were intended to provide the following information to the reader: (1)
that the assets were not “assets held for sale” and we received an offer for a significant portion of our agribusiness assets (with such sale completed prior to the balance sheet date) that we felt was prudent to accept, (2) our intent to
participate in continuing grain handling and storage activities with our remaining grain storage assets, and (3) our intent to expand (not eliminate) our grain storage capabilities over the next two years. The ongoing, and plans for expanded, grain
storage operations are within our continuing agribusiness segment’s operations. Accordingly, any consideration as to whether or not the sale constituted discontinued operations was fully evaluated. We determined that the disposition of certain
grain storage assets and all of our agronomy and retail petroleum operations did not meet the definition of discontinued operations as discussed in ASC 205-20.

 Form 10-Q for the Quarter Ended June 31, 2013

General

 Staff

 Comment:

6. Please address the above comments in your interim financial statements to the extend they are applicable.

 3

 Company

 Response:

We will address the above comments in our interim financial statements to the extent they are applicable. As noted in our responses to comments 2 and 4, we have already addressed those comments in our recent Form 10-Q filing for the
quarterly period ended September 30, 2013, which was filed on October 31, 2013.

 Definitive Proxy Statement on Schedule 14A filed March 29, 2013

Executive Compensation, page 12

 Compensation
Discussion and Analysis, page 12

 Staff

 Comment:

7. We note your disclosure on page 13 that the compensation committee retained the Hay Group as a consultant during 2011 and that the services provided included, among other things, “providing market information.” We also
note your reference to “market compensation data” on page 13. In future filings, please explain how your analysis of market data, including national and industry specific compensation data, was derived. Specifically, please identify
whether the Hay Group identified a peer group, and if so, how the peer group contributes to your compensation considerations, clarifying the manner in which you benchmark total compensation or elements thereof, and disclosing where actual
compensation fell as compared to this peer group. If you use such database or market information in the future, please disclose the component companies. Further, in future filings, please also explain the reason for any deviation from any
benchmarking principle you utilize in determining compensation. See Item 402(b)(2)(xiv) of Regulation S-K.

 Company

 Response:

In future filings, we will explain how our analysis of any market data utilized, including national and industry-specific compensation data, was derived. Specifically, if the Hay Group, or any other compensation consultant that we
may choose to work with, utilizes a peer group, we will identify that peer group and how it contributes to our compensation considerations, clarifying the manner in which we benchmark total compensation or elements thereof and disclosing where our
actual compensation fell compared to the identified peer group. If we use such database or market information in the future for our peer group, we will disclose the component companies. Additionally, we will explain the reason for a deviation, if
any, from any benchmarking principle that we utilize in determining compensation.

 Annual Performance/Incentive Awards, page 13

Staff Comment:

8. We note your disclosure on page 14 that the compensation committee may adjust an “award up or down in its discretion,” that the committee “may also adjust the award for external conditions beyond the control of the
Company or the officer,” and that 25% of an incentive award determination is based on “Compensation Committee discretion.” We also note your disclosure that the “Compensation Committee used its discretion to determine 2012
bonuses to consider the performance of the Company compared to overall industry performance and to reward and retain key personnel.” In future filings, please further clarify, including by way of providing examples, what factors the
compensation committee reviews and takes into account when exercising its discretion.

Company Response:

In future filings, we will clarify, including by way of providing examples, the factors that the Compensation Committee considers when exercising its discretion to determine performance and/or incentive awards to the extent
applicable.

 4

 Long-Term Incentive Compensation, page 14

Staff Comment:

9. We note your disclosure on page 15 that the “aggregate number of shares or options granted to management will be based on the executive’s position and the value of each individual’s contributions to the Company, as
well as competitive norms” and that individual contributions “during 2012 were assessed by the Compensation Committee on a subjective basis.” We further note that specific restricted stock awards were issued to your named executive
officers based “on the Company’s 2012 financial performance and individual performance evaluations.” In future filings, please revise your disclosure to provide a more specific analysis of how the individual restricted stock award
amounts were determined for each named executive officer, specifying the financial and individual performance criteria used to determine award amounts for each named executive officer. See Item 402(b)(1)(v) of Regulation S-K.

Company Response:

In future filings, we will revise our disclosures to provide a more specific analysis of how individual restricted stock award amounts were determined for each named executive officer, specifying the financial and individual
performance criteria used to determine award amounts to the extent applicable.

 In addition, at the request of the Staff, the Company acknowledges the following:

•

the Company is responsible for the adequacy and accuracy of the disclosure in the filing;

•

Staff comments or changes to disclosure in response to Staff comments do not foreclose the Commission from taking any action with respect to the filing; and

•

the Company may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

If you have any questions or comments concerning the matters discussed above, please contact me by phone at 402-315-1603 or email at
jerry.peters@gpreinc.com with a copy to Michelle Mapes at michelle.mapes@gpreinc.com.

Respectfully Submitted,

/s/ Jerry L. Peters

Jerry L. Peters

Chief Financial Officer

 5

October 30 , 2013

Via E -mail
Mr. Jerry L. Peters
Chief Financial Officer
Green Plains Renewable Energy, Inc.
450 Regency Parkway, Suite 4 00
Omaha, NE  68114

RE: Green Plains Renewable Energy, Inc.
Form 10 -K for the Year Ended December 31, 2012
Filed February 15, 2013
  Form 10 -Q for the Quarter Ended June 30, 2013
  Filed August 1, 2013
 Definitive Proxy Statement on Schedule 14A
  Filed March 29, 2013
  File No. 1-32924

Dear Mr. Peters :

We have reviewed your filing s and have the following comments.  In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.

Please respond to this letter within ten business days by amending  your filing, by
providing the requested information, or by advising us when you will provide the requested
response.  If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us wh y in your response.

After reviewing any amendment to your filing and the information you provide in
response to these  comments, we may have  additional comments.

Form 10 -K for the Year Ended December 31, 2012
General

1. With a view towards fu ture disclosure, please tell us to what extent your results are
impacted by the presence or absence of various tax credits for your products.

Item 6. Selected Financial Data, page 28

2. Question 103.01 of the SEC Compliance and Disclosure Interpretations: Non-GAAP
Financial Measures states that EBITDA is defined as earnings before interest, income
taxes, depreciation and amortization.  We note that you have defined EBITDA as

Mr. Jerry L. Peters
Green Plains Renewable Energy, Inc.
October 30 , 2013
Page 2

 earnings before interest, income taxes, non -controlling interests, depreciation and
amortization.  In future filings, please revise the title you use since EBITDA is not
computed as commonly defined.  One choice may be to call it adjusted EBITDA.  Please
ensure that you also revise the title in your Forms 8 -K as well.

Item 15. Exhibits,  Financial Statement Schedules, page 52
Report of Independent Registered Public Accounting Firm, page F -1

3. Please make arrangements with your auditor to revise their report in an amended Form
10-K to indicate the city and state in which their report was issued, as required by Rule 2 -
02(a) of Regulation S -X.

Consolidated Statements of Cash Flows, page F -6

4. In future filings, please breakout for each period presented the ‘other ’ line items in the
cash provided (used) by operating, investing and financing act ivities sections into smaller
components having more descriptive titles.  Netting of dissimilar gains and losses is not
generally appropriate.  Netting of cash flows related to asset balances with cash flows
related to liability balances is also not genera lly appropriate.  Please show us in your
supplemental response what the revisions will look like.

Note 3. Acquisitions and Dispositions, page F -13
Sale of Grain Assets, page F -13

5. Regarding the sale of twelve grain elevators located in northwestern Iowa a nd western
Tennessee , please tell us  what consideration you gave as to whether the grain elevators
meet the definition of a component of an entity and should or should not be presented as
discontinued operations.  Refer to ASC 205 -20.

Form 10 -Q for the Quarter Ended June 30, 2013
General

6. Please address the above comments in your interim financial statements to the extent they
are applicable.

Definitive Proxy Statement on Schedule 14A filed March 29, 2013
Executive Compensation, page 12
Compensation Dis cussion and Analysis, page 12

7. We note your disclosure on page 13 that the compensation committee retained the Hay
Group as a consultant during 2011 and that the services provided included, among other
things, “providing market information.”  We also note your reference to “market
compensation data” on page 13.  In future filings, please explain how your analysis of
market data, including national and industry specific compensation data, was derived.

Mr. Jerry L. Peters
Green Plains Renewable Energy, Inc.
October 30 , 2013
Page 3

 Specifically, please identify whether the Hay Group iden tified a peer group, and if so,
how the peer group contributes to your compensation considerations, clarifying the
manner in which you benchmark total compensation or elements thereof, and disclosing
where actual compensation fell as compared to this peer group.  If you use such database
or market information in the future, please disclose the component companies.  Further,
in future filings, please also explain the reason for any deviation from any benchmarking
principles you utilize in determining compens ation.  See Item 402(b)(2)(xiv) of
Regulation S -K.

Annual Performance/Incentive Awards, page 13

8. We note your disclosure on page 14 that the compensation committee may adjust an
“award up or down in its discretion,” that the committee “may also adjust the  award for
external conditions beyond the control of the Company or the officer,” and that 25% of
an incentive award determination is based on “Compensation Committee discretion.”  We
also note your disclosure that the “Compensation Committee used its disc retion to
determine 2012 bonuses to consider the performance of the Company compared to
overall industry performance and to reward and retain key personnel.”  In future filings,
please further clarify, including by way of providing examples, what factors t he
compensation committee reviews and takes into account when exercising its discretion.

Long -Term Incentive Compensation, page 14

9. We note your disclosure on page 15 that the “aggregate number of shares or options
granted to management will be based on the executive’s position and the value of each
individual’s contributions to the Company, as well as competitive norms” and that
indiv idual contributions “during 2012 were assessed by the Compensation Committee on
a subjective basis.”  We further note that specific restricted stock awards were issued to
your named executive officers based “on the Company’s 2012 financial performance and
individual performance evaluations.”  In future filings, please revise your disclosure to
provide a more specific analysis of how the individual restricted stock award amounts
were determined for each named executive officer, specifying the financial and i ndividual
performance criteria used to determine award amounts for each named executive officer.
See Item 402(b)(1)(v) of Regulation S -K.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain  that the filing includes the information the Securities Exchange Act of
1934 and all applica ble Exchange Act rules require.   Since the company and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for t he accuracy
and adequacy of t he disclosures they have made.

Mr. Jerry L. Peters
Green Plains Renewable Energy, Inc.
October 30 , 2013
Page 4

 In responding to our comments, please provide  a written statement from the company
acknowledging that:

 the company is responsible for the adequacy and accuracy of the disclosure in the
filing ;

 staff comments or changes to disclosure in response to staff comments do not
foreclose the Commission from taking any action with respect to the filing; and

 the company may not assert staff comments as a defense in any proceeding initiated
by the Commi ssion or any person under the federal securities laws of the United
States.

You may contact Kamyar  Daneshvar, Staff Attorney, at (202) 551 -3787  or, in his
absence, Craig Slivka, Special Counsel, at (202) 551 -3729  if you have any questions regarding
legal or disclosure matters.  Please contact Jeffrey Gordon, Staff Accountant, at (202) 5 51-3866
or, in his absence, me, at (202) 551 -3768  if you have questions regarding comments on the
financial s tatements and related matters.

 Sincerely,

 /s/ John Cash

 John Cash
 Accounting Branch Chief

CORRESP
1
filename1.htm

CORRESP

 September 24, 2013

Securities and Exchange Commission

 Division of Corporation
Finance

 Attention: Kamyar Daneshvar, Staff Attorney

 100 F
Street, N.E.

 Washington, D.C. 20549

Re:
Green Plains Renewable Energy, Inc.

Registration Statement on Form S-3

Filed August 23, 2013

File No. 333-190804

 Ladies and Gentlemen:

Pursuant to Rule 461(a) under the Securities Act of 1933, as amended, Green Plains Renewable Energy, Inc. (the “Company”) hereby
requests that the effective date of the above-referenced registration statement be accelerated so that it will be declared effective as of 3:30 p.m. Eastern Time, September 26, 2013, or as soon thereafter as practicable.

The Company hereby acknowledges that:

•

should the Commission or the Staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing;

•

the action of the Commission or the Staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the
disclosure in the filing; and

•

the Company may not assert Staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

 Very truly yours,

Green Plains Renewable Energy, Inc.

By:

/s/ Todd A. Becker

 Todd A. Becker

 President and Chief Executive
Officer

CORRESP
1
filename1.htm

CORRESP

 September 20, 2013

Via EDGAR

 United States Securities and Exchange
Commission

 Division of Corporation Finance

 Attention: Jay
Ingram, Legal Branch Chief

 100 F Street, N.E.

 Washington,
D.C. 20549

Re:

 Green Plains Renewable Energy, Inc.

Registration Statement on Form S-3

 Filed
August 23, 2013

 File No. 333-190804

 Ladies and Gentlemen:

On August 23, 2013, Green Plains Renewable Energy, Inc. (the “Company”) filed a registration statement on Form S-3 (the
“Form S-3”) with the Securities and Exchange Commission (the “Commission”) pursuant to the Securities Act of 1933. The Company received comments on the Form S-3 from the Division of Corporation Finance (the “Staff”) of
the Commission by letter dated September 9, 2013 (the “Letter”). The Company is concurrently filing via EDGAR Amendment No. 1 to the Registration Statement reflecting the Company’s response to the Staff’s comments.

This letter is provided by the Company in response to the comments in the Letter. For your convenience, the comments in the Letter are
provided below, followed by the Company’s responses. A marked for changes copy of Amendment No. 1 will be provided to the Staff.

 General

 Staff Comment:

1. We note references to “unit” in footnote (2) to the registration fee table and disclosure on page 1 that “… we may offer shares of our common stock, as well as various series of debt securities and
warrants, to purchase any of such securities, either individually or in units, in one or more offerings …’’ [emphasis added]. Please clarify your reference to “units” and tell us whether the offer of such units is
being registered as part of this registration statement.

 Company Response:

The language has been revised to remove this reference.

This Prospectus May Not be Used to Offer or Sell . . . , page 1

Staff Comment:

2. Please revise this section to remove any implication that information contained in the prospectus may not be accurate other than “as of the date on the front of the document…” or “only as of the date of the
document incorporated by reference. …’’

Company Response:

The language has been revised to indicate that readers should not assume information is accurate subsequent to the referenced date of any document. Any material information concerning the offering that arises subsequent to
the date referenced in a particular document would be in a separate document with a new date. We believe this is standard and appropriate language.

Conversion or Exchange Rights, page 10

Staff Comment:

3. We note your disclosure on page 10 that you may issue debt securities that may be “convertible into or exchangeable for common stock or other securities of ours” [emphasis added]. Please clarify you reference
to “other securities of ours” and tell us whether the offer or such securities is being registered as part of this registration statement, or otherwise.

Company Response:

The language has been revised to omit the reference to “other securities of ours”.

Incorporation of Documents by Reference, page 16

Staff Comment:

4. We note your incorporation by reference of “any future filings made by us with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)” and
that “all documents subsequently filed by us pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act and prior to the termination of this offering are incorporated by reference and become a part of this prospectus from the date such
documents are filed.” Please revise your incorporation by reference section to also include filings filed after the date of the initial registration statement and prior to the effectiveness of your registration statement. Please refer to
Question 123.05 of our Securities Act Forms Compliance and Disclosure Interpretations.

Company Response:

The language has been revised as requested.

 Exhibit 5.1, Opinion of Husch Blackwell LLP

Staff Comment:

5. Please confirm your understanding that an appropriately unqualified opinion must be filed no later than the closing date of the offering of the securities covered by the registration statement. For guidance, please refer to
Section II.B.2.a of Staff Legal Bulletin 19.

Company Response:

We confirm our understanding that an unqualified opinion must be filed no later than the closing date of the offering of the securities covered by the Registration Statement.

Staff Comment:

6. We note reference to “par value $0.01 per share (the “Common Stock”)” in paragraph one of page one. We contrast this with references to “par value $0.001 per share” in the registration fee
table in the Form S-3 and “$0.001 par value per share” on page five of the Form S-3. Please revise to correct this apparent inconsistency.

Company Response:

A revised opinion has been filed reflecting “par value $0.001 per share”.

Exhibit 25.1

Staff Comment:

7. We note your intention to file a Statement of Eligibility on Form T-1 “by amendment or as an exhibit to a report pursuant to Section 13(a), 13(c) or 15(d) of the Exchange Act….” Please note that if you intend to
designate the trustee on a delayed basis, you should file each Form T-1 separately under the electronic form type “305B2,” rather than on Form 8-K or post-effective amendment. Refer to Section 206 of the Trust Indenture Act of 1939
Compliance and Disclosure Interpretations.

Company Response:

The exhibit reference has been revised to reflect the appropriate T-1 filing mechanism.

 2

 In addition, at the request of the Staff, the Company acknowledges the following:

•

should the Commission or the Staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing;

•

the action of the Commission or the Staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the
disclosure in the filing; and

•

the Company may not assert Staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

 If you have any questions or comments concerning the matters discussed above, please contact me by phone with your response
to this letter at 402-315-1603 or email at jerry.peters@gpreinc.com with a copy to Michelle Mapes at michelle.mapes@gpreinc.com.

Respectfully Submitted,

/s/ Jerry L. Peters

Jerry L. Peters

Chief Financial Officer

 3

September 9, 2013

Via E -Mail
Todd A. Becker
President and Chief Executive Officer
Green Plains Renewable Energy, Inc.
450 Regency Parkway, Suite 400
Omaha , NE 68114

Re: Green Plains Renewable Energy, Inc.
  Registration Statement on Form S-3
Filed  August 23, 2013
  File No.  333-1908 04

Dear Mr. Becker :

We have limited our review of your registration statement to  those issues we have
addressed in our comments.  In  some of our comments, we may ask you to provide us with
information so we may better understand your disclosure.

Please respond to this letter by amending your registration statement and providing the
requested information .  Where you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.

After reviewing any amendment to your registration statement and the information you
provide in response to these  comments, we may have  additional comments.

General

1. We note references to “unit” in footnote (2) to the registration fee table and disclosure on
page 1 that “ . . .we may offer shares of our common stock, as well as various series of
debt securities and warrants, to purchase any of such securities, either i ndividually or in
units , in one or more offerings . . .” [emphasis added].  Please clarify your reference to
“units” and tell us whether the offer of such units is being registered as part of this
registration statement .

This Prospectus May Not be Use d to Offer or Sell . . . , page 1

2. Please revise this section to remove any implication that information contained in the
prospectus may not be acc urate other than “as of the date on the front of the document  . .
.” or “only as of the date of the document incorporated by reference . . . .”

Todd A. Becker
Green Plains Renewable Energy, Inc.
September 9, 2013
Page 2

 Conversion or Exchange Rights, page 10

3. We note your disclosure on page 10 that you may issue debt securities that may be
“convertible into or exchangeable for common stock or other securities of ours ”
[emphasis added].  Please clarify you reference to “other securities of ours” and tell us
whether the offer of such securities is being registered as part of this registration
statement, or otherwise.

Incorporation of Documents by Reference, page 16

4. We note yo ur incorporation by reference of “any future filings made by us with the SEC
under Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as
amended (the “Exchange Act”)” and that “all documents subsequently filed by us
pursua nt to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act and prior to the
termination of this offering are incorporated by reference and become a part of this
prospectus from the date such documents are filed.”   Please revise your incorporation  by
refer ence section to also include filings filed after the date of the initial registration
statement and prior to the effectiveness of your registration statement.  Please refer to
Question 123.05 of our Securities Act Forms Compliance and Disclosure Interpreta tions.

Exhibit 5.1, Opinion of Husch Blackwell LLP

5. Please confirm your understanding that an appropriately unqualified opinion must be
filed no later than the closing date of the offering of the securities covered by the
registration statement.  For guidance, please refer to Section II.B.2.a of Staff Legal
Bulletin 19.

6. We note reference to “par value $0.01 per share (the “ Common Stock ”)” in paragraph
one of page one.  We contrast this with references to “par value $0.001 per share” in the
registratio n fee table in the Form S -3 and “$0.001 par value per share” on page five of the
Form S -3.  Please revise to correct this apparent inconsistency.

Exhibit 25.1

7. We note your intention to file a Statement of Eligibility on Form T -1 “by amendment or
as an e xhibit to a report pursuant to Section 13(a), 13(c) or 15(d) of the Exchange Act . . .
.”  Please note that if you intend to designate the trustee on a delayed basis, you should
file each Form T -1 separately under the electronic form type “305B2,” rather t han on
Form 8 -K or post -effective amendment.  Refer to Section 206 of the Trust Indenture Act
of 1939 Compliance and Disclosure Interpretations.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be ce rtain that the filing includes the information the Securities Act of 193 3 and
all applicable Securities  Act rules require.   Since the company and its management are in

Todd A. Becker
Green Plains Renewable Energy, Inc.
September 9, 2013
Page 3

 possession of all facts relating to a company’s disclosure, they are responsible for the  accuracy
and adequacy of the disclosures they have made.

Notwithstanding our comments, in the event you request acceleration of the effective date
of the pending registration statement please provide a written statement from the company
acknowledging t hat:

 should the Commission or the staff, acting pursuant to delegated authority, declare the
filing effective, it does not foreclose the Commission from taking any action with respect
to the filing;

 the action of the Commission or the staff, acting pursuant to delegated authority, in
declaring the filing effective, does not relieve the company from its full responsibility for
the adequacy and accuracy of the disclosure in the filing; and

 the company  may not assert staff comments and the declaration of effectiveness as a
defense in any proceeding initiated by the Commission or any person under the federal
securities laws of the United States.

Please refer to Rules 460 and 461 regarding requests for  acceleration .  We will consider a
written request for acceleration of the effective date of the registration statement as confirmation
of the fact that those requesting acceleration are aware of their respective responsibilities under
the Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed
public offering of the securities specified in the above registration statement.  Please allow
adequate time  for us to review any amendment prior to the requested effective date of  the
registration statement.

Please contact Kamyar Daneshvar, Staff Attorney, at (202) 551 -3787 or me at (202) 551 -
3397, if you have any questions regarding our comments .

Sincerely,

 /s/ Jay Ingram

Jay Ingram
Legal Branch Chief

cc: Jeffrey T. Haughey  (via e -mail)
 Husch Blackwell LLP

October 5, 2011
 Via E-mail

Mr. Jerry L. Peters Chief Financial Officer Green Plains Renewable Energy, Inc. 9420 Underwood Avenue, Suite 100 Omaha, NE  68114
RE: Green Plains Renewable Energy, Inc.
Form 10-K for Fiscal Year  ended December 31, 2010
Filed March 4, 2011
  Form 10-Q for the Fiscal Quarter ended June 30, 2011   Filed August 3, 2011   File No. 1-32924

Dear Mr. Peters:
We have completed our review of your f ilings.  We remind you that our comments or
changes to disclosure in res ponse to our comments do not for eclose the Commission from taking
any action with respect to the company or the filings and the company may not assert staff
comments as a defense in any proceeding ini tiated by the Commission or any person under the
federal securities laws of the United States.  We urge all pers ons who are responsible for the
accuracy and adequacy of the disclosure in the fi lings to be certain that the filings include the
information the Securities Exchange Act of 1934 and all applicable rules require.

Sincerely,
  /s/ Rufus Decker   Rufus Decker
Accounting Branch Chief

CORRESP
1
filename1.htm

Correspondence

 September 28, 2011

Via EDGAR

 Securities and
Exchange Commission

 Division of Corporation Finance

 Attention: Rufus Decker, Accounting Branch Chief

 100 F Street, N.E.

Washington, D.C. 20549

Re:
Green Plains Renewable Energy, Inc.

 Form 10-K for the Fiscal Year ended December 31, 2010

 Filed
March 4, 2011

 Form 10-Q for the Fiscal Quarter ended June 30, 2011

Filed August 5, 2011

 File No. 1-32924

 Ladies and Gentlemen:

On March 4, 2011, Green Plains Renewable Energy, Inc. (the “Company”) filed its annual report on Form 10-K for the year
ended December 31, 2010 (the “10-K Filing”) with the Securities and Exchange Commission (the “Commission”) pursuant to the Securities Act of 1934. On August 5, 2011, the Company filed its quarterly report on Form 10-Q
for the quarterly period ended June 30, 2011 (the “10-Q Filing”) with the Commission. The Company received comments on the 10-K Filing and the 10-Q Filing from the Division of Corporation Finance (the “Staff”) of the
Commission by letter dated September 15, 2011 (the “Letter”).

 We understand that the purpose of the
Staff’s review process is to assist us in our compliance with applicable disclosure requirements and to enhance the overall disclosure in our filings. This letter is provided by the Company in response to the comments in the Letter. For your
convenience, the comments in the Letter are provided below, followed by the Company’s responses. Within certain responses, we have underlined additional or changed wording to highlight our proposed revisions that will be incorporated into our
future filings, which we believe will streamline your review of the corresponding Company response.

 FORM 10-K FOR THE YEAR ENDED
DECEMBER 31, 2010

General

Staff Comment:

 1. Where a comment below requests additional disclosures or other revisions to be made,
please show us in your supplemental response what the revisions will look like. These revisions should be included in your future filings.

 Company Response:

 Please see responses below to each of your comments. Where applicable, revisions will be
included in future filings.

 Item 7 – Management’s Discussion and Analysis…, page 39

Impairment of Long-Lived Assets and Goodwill, page 42

Staff Comment:

 2. To the extent that any of your reporting units have estimated fair values that are not
substantially in excess of the carrying value and to the extent that goodwill for these reporting units, in the aggregate or individually, if impaired, could materially impact your operating results, please provide the following disclosures for each
of these reporting units in future filings:

 •       Identify the reporting unit;

•       The percentage by which fair value exceeds the carrying value as
of the most-recent step-one test;

•       The amount of goodwill;

•       A description of the assumptions that drive the estimated fair
value;

•       A discussion of the uncertainty associated with the key
assumptions. For example, to the extent that you have included assumptions in your discounted cash flow model that materially deviates from your historical results, please include a discussion of these assumptions; and

•       A discussion of any potential events and/or circumstances that
could have a negative effect to the estimated fair value.

 If you have
determined that the estimated fair value substantially exceeds the carrying value for all of your reporting units, please disclose this determination. Please also provide the above disclosures, as applicable, for any long-lived assets or asset
groups for which you have determined that fair value is not substantially in excess of the carrying value and to the extent that the asset amounts in the aggregate or individually, could materially impact your operating results. Please refer to
Item 303 of Regulation S-K and Sections 216 and 501.14 of the SEC’s Codification of Financial Reporting Policies for guidance.

Company Response:

 In Note 2 – Summary of Significant Accounting Policies (Impairment of Long-Lived Assets and Goodwill discussions)
on pages F-12 and F-13, we discuss our policies related to reviews for impairment of long-lived assets and goodwill, noting that no impairment charges were recorded during the periods presented. However, as noted in your comment, we did not make
this similar assertion in Item 7 – Management’s Discussion and Analysis of Financial Condition and Results of Operations.

We will expand our Critical Accounting Policies and Estimates discussion to disclose the results of our most recent evaluation of the fair value and
carrying value of our reporting units. If we have determined that the estimated fair value substantially exceeds the carrying value for all of our reporting units, we will disclose this determination. Additionally, during the periods presented, we
did not encounter any events or changes in circumstances that would indicate that the carrying amount of any long lived asset may not be recoverable. The expanded disclosure which will appear in our Form 10-K for the year ending December 31, 2011,
assuming no impairment has occurred, is shown below:

 Impairment of
Long-Lived Assets and Goodwill

 Our long-lived
assets consist of property and equipment. We review long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of a long-lived asset may not be recoverable. We measure recoverability of assets to
be held and used by comparing the carrying amount of an asset to the estimated undiscounted future cash flows expected to be generated by the asset. If the carrying amount of an asset exceeds its estimated future cash flows, we record an impairment
charge in the amount by which the carrying amount of the asset exceeds the fair value of the asset. No impairment charges have been recorded during the periods presented.

 Our goodwill consists of amounts relating to our acquisitions
of Green Plains Central City, Green Plains Holdings II (formerly Global Ethanol), Green Plains Ord and Green Plains Otter Tail, as well as our wholly owned subsidiary Blendstar. We review goodwill at an individual plant or subsidiary level for
impairment at least annually, as of October 1, or more frequently whenever events or changes in circumstances indicate that impairment may have occurred. We perform a two-step impairment test to evaluate goodwill. Under the first step, we compare
the estimated fair value of the reporting unit with its carrying value (including goodwill). If the estimated fair value of the reporting unit is less than its carrying

 2

 value, we complete a second step to determine the amount of the goodwill impairment that we should record. In the second step, we
determine an implied fair value of the reporting unit’s goodwill by allocating the reporting unit’s fair value to all of its assets and liabilities other than goodwill. We compare the resulting implied fair value of the goodwill to the
carrying amount and record an impairment charge for the difference. As of our most recent annual review of goodwill, we have determined that the estimated fair value of each reporting unit substantially exceeds each of their respective carrying
values.

 The reviews of long-lived assets
and goodwill require making estimates regarding amount and timing of projected cash flows to be generated by an asset or asset group over an extended period of time. Management judgment regarding the existence of circumstances that indicate
impairment is based on numerous potential factors including, but not limited to, declines in operating cash flows, a decision to suspend operations at a plant for an extended period of time, or industry trends. Significant management judgment is
required in determining the fair value of our long-lived assets and goodwill to measure impairment, including projections of future cash flows. Fair value is determined through various valuation techniques including discounted cash flow models,
quoted market values and third-party independent appraisals, as considered necessary. Changes in estimates of fair value could result in a write-down of the asset in a future period.

 In the event we determine that any of our reporting units has an estimated fair value that is not substantially in excess of the
carrying value and to the extent that goodwill for this reporting unit, in the aggregate or individually, if impaired, could materially impact our operating results, we will further expand our disclosures to include:

•       identification of the reporting unit;

•       disclosure of the percentage by which fair value exceeds the
carrying value as of the most-recent-step-one test;

 •       the amount of goodwill impaired;

•       a description of the assumptions that drive the estimated fair
value;

•       discussion of the uncertainty associated with the key
assumptions; and

•       discussion of any potential events and/or circumstances that
could have a negative effect to the estimated fair value.

Item 15 – Exhibits, Financial Statement Schedules, page 63

 Note 7 – Segment Information, page F-17

Staff Comment:

 3. Please revise the table on page F-18 to present for each segment revenues from external
customers as well as intersegment revenues as required by ASC 280-10-50-22(a) and (b). Refer to the example set forth in ASC 280-10-55-48.

Company Response:

We will present, for each segment, revenues from external customers as well as intersegment revenues as required by ASC 280-10-50-22(a) and (b). Please see the table below for
the format of our footnote disclosure of segment information, based on our current reportable segment definition, to be included in our Form 10-K for the year ending December 31, 2011:

 3

Year Ended December 31,

2011

2010

2009

 Revenue:

 Ethanol production

 Revenue from external customers

$
xxx

$
62,581

$
61,745

 Intersegment revenue

xxx

1,052,590

669,508

 Total segment revenue

xxx

1,115,171

731,253

 Corn oil production

 Revenue from external customers

xxx

1,702

—

 Intersegment revenue

xxx

708

—

 Total segment revenue

xxx

2,410

—

 Agribusiness

 Revenue from external customers

xxx

248,119

146,539

 Intersegment revenue

xxx

122,165

74,076

 Total segment revenue

xxx

370,284

220,615

 Marketing and distribution

 Revenue from external customers

xxx

1,820,566

1,095,890

 Intersegment revenue

xxx

293

201

 Total segment revenue

xxx

1,820,859

1,096,091

 Revenue including intersegment activity

xxx

3,308,724

2,047,959

 Intersegment elimination

(xxx
)

(1,175,756
)

(743,785
)

 Revenue as reported

$
xxx

$
2,132,968

$
 1,304,174

We will incorporate similar expanded disclosure in our interim filings, beginning with our Form 10-Q filing for the quarterly period ending September 30, 2011.

Note 11 – Long-Term Debt, page F-23

Staff Comment:

 4. You disclose here and on pages 18 and 19 that you obtained waivers related to your
non-compliance with various debt covenants. Please disclose when each waiver was obtained and the facts and circumstances that required it. Please also disclose the specific debt covenants that you were not in compliance with including the actual
ratios/amounts as compared to the required ratios/amounts, along with any revisions to the required ratios/amounts that occurred for current or future periods as a result of discussions with the lenders. Please also disclose the duration of each
waiver. Please disclose whether each of your various debt arrangements have cross default provisions. Please disclose whether you believe that you will be able to comply with each covenant that was violated for the next twelve months without the
need to obtain additional waivers. Please also explain how additional future violations of these debt covenants would impact your liquidity.

Company Response:

 We have completed amendments of most of our loan agreements and are in the process of finalizing similar modifications to other loan
agreements. The loan amendments generally provide us with the opportunity to meet financial covenants within defined time periods following each measurement date without triggering lenders’ rights to accelerate repayment. When finalized,
expected during 2011, we expect to consistently maintain compliance with each of our various debt agreements in future periods. However, if a waiver is required in the future related to any material debt covenants, we will expand our disclosures in
our Long-Term Debt footnote to include:

 •       when each waiver was obtained and the facts and circumstances that required it;

•       the specific debt covenants that we were not in compliance with,
including the actual ratios/amounts as compared to the required ratios/amounts, along with any revisions to the required ratios/amounts that occurred for current or future periods as a result of discussions with the lenders;

•       the duration of each waiver;

 4

 •       whether the impacted debt arrangements have
cross default provisions;

•       whether we believe that we will be able to comply with each
covenant that was violated for the next twelve months without the need to obtain additional waivers; and

•       the expected impact of additional future violations of these debt
covenants on our liquidity.

 To the extent such information is material,
we will include related discussion in the Liquidity and Capital Resources section within Management Discussion and Analysis of Financial Condition and Results of Operations, as appropriate.

Staff Comment:

 5. For any material debt covenants that required a waiver or for which it is reasonably likely that either (a) you will not be able
to meet or (b) could limit your ability to undertake additional debt or equity financing, please also disclose the specific computations used to arrive at the actual ratios/amounts with corresponding reconciliations to U.S. GAAP amounts. See Section
I.D. and IV.C of the SEC Interpretive Release No. 33-8350 and Compliance and Disclosures Interpretation 102.09 which is available on our website at http://www.sec.gov/divisions/corpfin/guidance/nongaapinterp.htm.

Company Response:

In future Form 10-K and 10-Q filings, for any material debt covenants that require a waiver or for which it is reasonably likely that either
(a) we will not be able to meet or (b) could limit our ability to undertake additional debt or equity financing, we will expand our disclosures to include specific computations used to arrive at the actual ratios/amounts with corresponding
reconciliations to U.S. GAAP amounts.

Note 15 – Commitments and Contingencies, page F-36

 Operating Leases, page F-36

Staff Comment:

 6. Please disclose how you account for (a) step rent provisions and escalation clauses and (b) capital improvements funding and other
lease concessions, which may be present in your leases. Lease payments that depend on an existing index or rate, such as the consumer price index or the prime interest rate, should also be included in your minimum lease payments. If, as we assume,
they are taken into account in computing your minimum lease payments and the minimum lease payments are recognized on a straight-line basis over the minimum lease term, the note should so state. If our assumption is incorrect, please tell us how
your accounting complies with ASC 840.

 Company

Response:

 Step rent provisions and escalation clauses, capital improvements funding and other lease
concessions in our operating leases are taken into account in our computations of minimum lease payments that are recognized on a straight-line basis over the minimum lease term. An immaterial portion of our current lease commitments include step
rent provisions, but do not include escalation clauses or lease concessions. If such lease provisions become material in the future, we will expand our Operating Leases discussion to specifically state that they are taken into acc

September 15, 2011
 Via E-mail

Mr. Jerry L. Peters Chief Financial Officer Green Plains Renewable Energy, Inc. 9420 Underwood Avenue, Suite 100 Omaha, NE  68114
RE: Green Plains Renewable Energy, Inc.
Form 10-K for Fiscal Year  ended December 31, 2010
Filed March 4, 2011
  Form 10-Q for the Fiscal Quarter ended June 30, 2011   Filed August 5, 2011   File No. 1-32924

Dear Mr. Peters:
 We have reviewed your filings and have the following comments.  In some of our
comments, we may ask you to provide us with  information so we may better understand your
disclosure.
 Please respond to this letter within te n business days by providing the requested
information or by advising us when you will provide the requested response.  If you do not believe our comments apply to your facts and circum stances, please tell us w hy in your response.

After reviewing the information you provide in response to these comments, we may
have additional comments.               Form 10-K for the Fiscal Year Ended December 31, 2010

 General

 1. Where a comment below requests additional disclosures or other revisions to be made, please
show us in your supplemental response what th e revisions will look lik e.  These revisions
should be included in your future filings.

Mr. Jerry L. Peters Green Plains Renewable Energy, Inc. September 15, 2011 Page 2

 Item 7 – Management’s Discussion and Analysis…, page 39

 Impairment of Long-Lived Assets and Goodwill, page 42

 2. To the extent that any of your reporting units  have estimated fair values that are not
substantially in excess of the carrying valu e and to the extent that goodwill for these
reporting units, in the aggregate or individually, if impaired, c ould materially impact your
operating results, please provide the following disc losures for each of these reporting units in
future filings:
 Identify the reporting unit;
 The percentage by which fair value exceeds the carrying value as of the most-recent step-
one test;
 The amount of goodwill;
 A description of the assumptions that  drive the estimated fair value;
 A discussion of the uncertainty associated w ith the key assumptions.  For example, to the
extent that you have included assumptions in your discounted cas h flow model that
materially deviates from your historical re sults, please include a discussion of these
assumptions; and
 A discussion of any potential events and/or circumstances that could have a negative
effect to the estimated fair value.
If you have determined that the estimated fair value substantially exceeds the carrying value for all of your reporting units, please disclose this determination.  Pl ease also provide the
above disclosures, as ap plicable, for any long-lived assets or asset groups for which you have
determined that fair value is not substantially in excess of the carrying value and to the extent
that the asset amounts, in the aggregate or  individually, could materially impact your
operating results.  Please refer to Item 303 of  Regulation S-K and Sections 216 and 501.14 of
the SEC’s Codification of Financia l Reporting Policies for guidance.

Item 15 – Exhibits, Financial Statement Schedules, page 63

 Note 7 – Segment Information, page F-17

 3. Please revise the table on page F-18 to present for each segment revenues from external
customers as well as intersegment revenues as required by ASC 280-10 -50-22(a) and (b).
Refer to the example set forth in ASC 280-10-55-48.
 Note 11 – Long-Term Debt, page F-23

 4. You disclose here and on pages 18 and 19 th at you obtained waiver s related to your non-
compliance with various debt covenants.  Pleas e disclose when each waiver was obtained and
the facts and circumstances that required it.  Pl ease also disclose the specific debt covenants
that you were not in compliance with including the actual ratios/amounts as compared to the
required ratios/amounts, along with any revisions  to the required ratios/amounts that occurred
for current or future periods as a result of disc ussions with the lenders.  Please also disclose

Mr. Jerry L. Peters Green Plains Renewable Energy, Inc. September 15, 2011 Page 3

 the duration of each waiver.  Pl ease disclose whether each of your  various debt arrangements
have cross default provisions.  Please disclose  whether you believe that you will be able to
comply with each covenant that was violated fo r the next twelve months without the need to
obtain additional waivers.  Please also explain how additional futu re violations of these debt
covenants would impact your liquidity.
 5. For any material debt covenant s that required a waiver or fo r which it is reasonably likely
that either (a) you will not be able to meet  or (b) could limit your ability to undertake
additional debt or equity fina ncing, please also disclose the specific computations used to
arrive at the actual ratios/amounts with co rresponding reconciliations to U.S. GAAP
amounts. See Sections I.D and IV.C of th e SEC Interpretive Release No. 33-8350 and
Compliance and Disclosures Interpretation 102.0 9 which is available on our website at
http://www.sec.gov/divisions/corpf in/guidance/nongaapinterp.htm.
 Note 15 – Commitments and Contingencies, page F-36

 Operating Leases, page F-36

 6. Please disclose how you account for (a) step re nt provisions and escalation clauses and (b)
capital improvement funding and other lease concessions, which may be present in your
leases.  Lease payments that depend on an exis ting index or rate, such as the consumer price
index or the prime interest rate , should also be included in your minimum lease payments.  If,
as we assume, they are taken into account in computing your minimum lease payments and
the minimum lease payments are recognized on a straight-line basis over the minimum lease
term, the note should so state.  If our assu mption is incorrect, please tell us how your
accounting complies with ASC 840.
 Form 10-Q for the Fiscal Quarter Ended June 30, 2011

 7. Please address the above comments in your in terim filings as well, as applicable.

We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filing to be certain that the filing include s the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules requir e.  Since the company and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.
 In responding to our comments, please provi de a written statement from the company
acknowledging that:
 the company is responsible for the adequacy an d accuracy of the disclo sure in the filing;

 staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and

Mr. Jerry L. Peters Green Plains Renewable Energy, Inc. September 15, 2011 Page 4

 the company may not assert staff comments as  a defense in any proceeding initiated by
the Commission or any person under the federa l securities laws of  the United States.

You may contact Jeffrey Gor don, Staff Accountant, at (202)  551-3866 or, in his absence,
the undersigned at (202) 551- 3769 if you have questions regarding these comments.
      Sincerely,   /s/ Rufus Decker       Rufus Decker  Accounting Branch Chief  cc: Via E-mail

 Glen Kampschneider  Vice President & Corporate Controller

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    correspondence_080910.htm

9420 Underwood Ave., Suite 10

Omaha, NE 68114

Phone: 402-884-8700

Fax: 402-884-8776

www.gpreinc.com

August 9, 2010

VIA FACSIMILE AND EDGAR

Erin Jaskot

Division of Corporate Finance

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C.  20549

 Re:

Green Plains Renewable Energy, Inc.

Registration Statement on Form S-3

File No. 333-167292

Ladies and Gentlemen:

Pursuant to Rule 461 under the Securities Act of 1933, as amended, Green Plains Renewable Energy, Inc. (the “Registrant”) hereby requests that the effective date of the Registration Statement referred to above be accelerated so that it will be declared effective by noon, Eastern Time, or as soon as possible thereafter, on August 11, 2010.

In addition, at the request of the staff, the Registrant acknowledges the following:

§

should the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing;

§

the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Registrant from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and

§

the Registrant may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Very truly yours,

GREEN PLAINS RENEWABLE ENERGY, INC.

By:    /s/ Todd A. Becker

Name:   Todd A. Becker

Title:     President and Chief Executive Officer

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

       DIVISION OF
CORPORATION FINANCE

       J u l y  9 ,  2 0 1 0
Via U.S. Mail and Facsimile

 Todd A. Becker
President and Chief Executive Officer
Green Plains Renewable Energy, Inc. 9420 Underwood Avenue, Suite 100 Omaha, Nebraska 68114
 Re: Green Plains Renewable Energy, Inc.
  Amendment No. 1 to Registra tion Statement on Form S-3
Filed July 6, 2010
  File No. 333-167292

Dear Mr. Becker:
We have limited our review of your filing to those issues we have addressed in our
comments.  We welcome any questions you ma y have about our comments or any other
aspect of our review.  Feel fr ee to call us at the telephone numbe rs listed at the end of this
letter.  Amendment No. 1 to Form S-3

General

1. We note your response to comment one of our letter dated June 25, 2010.  We are
unable to concur with your belief that the proposed tran saction represents a valid
secondary offering under Rule 415(a)(1)(i) .  Please revise the registration
statement to identify the selling shareholders as underwriters.
 Exhibit 5.1 – Opinion of Husch Blackwell Sanders LLP

2. We note that in response to our prior comment 7 you have substituted the phrase
“Iowa Business Corporation Act” with “a pplicable Iowa Law.”  Please understand
that counsel must opine on the corporate laws of the jurisdiction of incorporation of
the registrant.  Please have counsel revise the opinion as appropriate.

*    *    *    *

Todd A. Becker
Green Plains Renewable Energy, Inc. July 9, 2010 Page 2
You may contact Erin Jaskot, Staff Atto rney, at (202) 551-3442, or me at (202)
551-3397 with any questions.

 Sincerely,    Jay Ingram Legal Branch Chief
   cc:   Michelle S. Mapes, Esq. ( via facsimile at (402) 884-8776)
Green Plains Renewa ble Energy, Inc.
9420 Underwood Avenue, Suite 100   Omaha, Nebraska 68114  Jeffrey T. Haughey, Esq. ( via facsimile at (816) 983-8080)
Husch Blackwell Sanders LLP
4801 Main Street, Suite 1000 Kansas City, Missouri 64112

June 25, 2010

Via U.S. Mail and Facsimile

 Todd A. Becker
President and Chief Executive Officer
Green Plains Renewable Energy, Inc. 9420 Underwood Avenue, Suite 100 Omaha, Nebraska 68114
Re: Green Plains Renewable Energy, Inc.
  Registration Statement on Form S-3
Filed June 3, 2010
  File No. 333-167292

Dear Mr. Becker:
 We have limited our review of your registra tion statement to those issues we have
addressed in our comments.  In some of our comments, we may ask you to provide us with
information so we may better understand your disclosure.
 Please respond to this letter by amending your registration statement and providing the
requested information.  Where you do not believe our comments apply to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
 After reviewing any amendment to your re gistration statement and the information you
provide in response to these comments, we may have additional comments.

General

1. We note that you are proposing to register the resale of up to 14,244,961 shares of your
common stock on behalf of NTR, plc, Wilon Holdings, S.A. and Wayne B. Hoovestol.
Given the size of this offering relative to the number of outstanding shares held by non-affiliates, as well as the nature of the sell ing shareholders, we believe this transaction
might be a primary offering.  Please provide us with your analysis as to why this offering
is a secondary offering under Rule 415(a)(1)(i) and not an indirect primary offering under Rule 415(a)(1)(x) for which the selling sharehol ders should be identified as underwriters.
In your analysis, you may wish to address the following factors: how long the selling shareholders have held the shares, the ci rcumstances under which they received them,
their relationship to the company, the amount of shares involved, whether they are in the
business of underwriting securities, and fina lly, whether under all the circumstances it

Todd A. Becker Green Plains Renewable Energy, Inc.
June 25, 2010 Page 2

appears that they are acting as a conduit for the company.  Please refer to Question
612.09 of the Compliance & Disclosure Interp retations for Securities Act Rules.
Alternatively, please identif y the selling shareholde rs as underwriters.

Selling Shareholders, page 16

2. Please disclose any position, office or other mate rial transactions or relationships between
you and each of the selling shareholde rs during the past three years.  See Item 507 of
Regulation S-K.

3. Please describe the transactions in which th e shares offered for resale were acquired,
including the dates, the number  of shares purchased in each  transaction, and the purchase
price, if any.
4. With regard to NTR, plc and Wilon Holdings, S.A. please tell us whether either of these shareholders are broker-dealers or affiliates of a broker-dealer. Please be advised that all selling shareholders who are re gistered broker-dealers or affi liates of broker-dealers who
did not receive their securities as comp ensation for investment banking or similar
services should be identified  as underwriters.  With respec t to affiliates of registered
broker-dealers, please disclose  whether (a) the shareholder purchased in the ordinary
course of business and (b) at the time of th e purchase of the shares to be resold, the
shareholder had no agreements or understandings , directly or indir ectly, with any person
to distribute the shares.  If you are not able to provide this disclosure on behalf of the
selling shareholders, please identify the selling shareholders as underwriters.

5. Please disclose by name the natural person(s)  who exercise voting and dispositive power
with respect to the shares to be offered for resale by NTR, plc and Wilon Holdings, S.A.
Please refer to Question 140.02 of the Complia nce & Disclosure Interpretations for
Regulation S-K

Undertakings, page II-2

6. It does not appear that you are relying on Rule 430A under the Securities Act in this
Form S-3.  Please delete the undertakings  relating to Rule 430A on page II-4.

Exhibit 5.1 – Opinion of Husch Blackwell Sanders LLP

7. The legal opinion refers to the “Iowa Busine ss Corporation Act.”  Please have counsel
confirm for us in writing that the reference to the Iowa Business Corporation Act includes
the statutory provisions and also all appli cable provisions of the Iowa Constitution and
the reported judicial cases interpreting those laws currently in effect.
8. We note that the legal opinion is limited by date and does not speak through the date of
effectiveness.  Counsel should revise the opi nion to remove the date qualification or be

Todd A. Becker Green Plains Renewable Energy, Inc.
June 25, 2010 Page 3

advised that, if circumstances require, we ma y request that counsel file an opinion dated
in closer proximity to the date and time of effectiveness.

We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filing to be certain that the filing incl udes the information the Securities Act of 1933 and
all applicable Securities Act rules require.  Since the company and its management are in
possession of all facts relating to a company’s disclosure, they are responsible for the accuracy and adequacy of the disclosures they have made.
Notwithstanding our comments, in the event you request acceleration of  the effective date
of the pending registration statement please pr ovide a written statement from the company
acknowledging that:

• should the Commission or the staff, acting purs uant to delegated authority, declare the
filing effective, it does not foreclose the Co mmission from taking any action with respect
to the filing;

• the action of the Commission or the staff, acting pursuant to delegated authority, in
declaring the filing effective, does not relieve the company from its full responsibility for
the adequacy and accuracy of the disclosure in the filing; and

• the company may not assert staff comments a nd the declaration of effectiveness as a
defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Please refer to Rules 460 and 461 regarding re quests for acceleration.  We will consider a
written request for acceleration of  the effective date of the regi stration statement as confirmation
of the fact that those reques ting acceleration are aware of thei r respective responsibilities under
the Securities Act of 1933 and the Securities Excha nge Act of 1934 as they relate to the proposed
public offering of the securities specified in the above registration stat ement.  Please allow
adequate time for us to review any amendment prior to the requested effective date of the registration statement.

Todd A. Becker Green Plains Renewable Energy, Inc. June 25, 2010 Page 4

 You may contact Erin Jaskot, Staff Attorn ey at (202) 551-3442, or Jay Ingram, Legal
Branch Chief at (202) 551-3397, or in their absence, myself at (202) 551-3765 with any
questions.
Sincerely,

Pamela A. Long  Assistant Director
cc:   Michelle S. Mapes, Esq. ( via facsimile at (402) 884-8776)
Green Plains Renewa ble Energy, Inc.
9420 Underwood Avenue, Suite 100   Omaha, Nebraska 68114  Jeffrey T. Haughey, Esq. ( via facsimile at (816) 983-8080)
Husch Blackwell Sanders LLP 4801 Main Street, Suite 1000 Kansas City, Missouri 64112

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Acceleration Request

January 13, 2010

Ms. Pamela A. Long

Assistant Director

Division of Corporate Finance

US Securities & Exchange Commission

Washington DC 20549 -0401

Re:

Acceleration Request

Green Plains Renewable Energy, Inc. (the “Company”)

Registration Statement on Form S-3/A Amendment No. 1

File No: 333-163203

Dear Ms. Long:

Pursuant to Rule 461 of the General Rules and Regulations of the Securities Act of 1933, as amended, the Company hereby requests that the effective date of the above captioned Registration Statement be accelerated so that the Registration Statement may become effective at 4:00 Eastern Time on Thursday, January 14, 2010, or as soon thereafter as is convenient.

In connection with this request, the Company hereby acknowledges that:

·

Should the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing;

·

The action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Company from its full responsibility for the adequacy and accuracy for the disclosure in the filing; and

·

The Company may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Thank you in advance for your assistance in this matter.

Respectfully submitted,

/s/ Michelle Mapes

Michelle Mapes

Executive Vice President –

General Counsel & Corporate Secretary

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SEC Response Letter

December 30, 2009

United States Securities & Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Mail Stop 4631

Washington DC 20549

Attn:

Pamela A. Long, Assistant Director

Errol Sanderson, Financial Analyst

Re:

File No. 333-163203 – Green Plains Renewable Energy, Inc. Registration Statement on Form S-3

Dear Ms. Long and Mr. Sanderson:

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 December 14, 2009 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-3 (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 November 19, 2009. For ease of reference, we reproduce below the comments, and include under each comment the Company’s response.

1.

 Please file the forms of indentures, which must be qualified when the registration statement becomes effective. See Compliance and Disclosure Interpretations – Trust Indenture Act of 1939 (Interpretation 201.02), available in the Corporation Finance section of our website.

Our Response:  The forms of indentures have been filed with our amendment, with corresponding changes to the description of debt securities to conform to the filed indentures.

2.

 We note that you plan to file Exhibit 25.1, Statement of Eligibility of Trustee on Form T-1, at a later date. Please note that if you rely on Section 305(b)(2) of the Trust Indenture Act of 1939, you must separately file the Form T-1 under the electronic form type 305B2.  See Compliance and Disclosure Interpretations – Trust Indenture Act of 1939 (Section 220.01), available in the Corporation Finance section of our website.

Our Response:  We acknowledge your note with respect to Exhibit 25.1 and when such exhibit is filed, we will comply accordingly.

3.

 Please also include in the exhibit index a reference to the warrant agreement for the purchase of debt securities, which you refer to on page 7.

Our Response:  We have updated the exhibit index in our amendment in accordance with your comment.

4.

 Since you state on Page 12 that the indentures and debt securities will be governed in accordance with the laws of the State of New York, Counsel must also opine on matters governed by New York law and revise the fourth paragraph of its opinion accordingly.

Our Response:  We have updated the opinion in our amendment in accordance with your comment.

Yours Truly,

/s/ Michelle Mapes

Michelle Mapes

EVP-General Counsel & Corporate Secretary

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

       DIVISION OF
CORPORATION FINANCE

  Mail Stop 4631     December 14, 2009  Todd A. Becker  President and Chief Executive Officer  Green Plains Renewable Energy, Inc.  9420 Underwood Ave., Suite 100 Omaha, Nebraska 68114
RE: Green Plains Renewable Energy, Inc.
  Registration Statement on Form S-3
  Filed on November 19, 2009
  File No.:  333-163203

Dear Mr. Becker:   We have limited our review of your filing to  those issues we have addressed in our
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 necess ary in your explanation.
In some of our comments, we may ask you to pr ovide 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 ove rall disclosure in your filing.
We look forward to working with you in these re spects.  We welcome any questions you may have
about our comments or any other aspect of our re view.  Feel free to call us at the telephone
numbers listed at the end of this letter.  Legality Opinion

Exhibits

1. Please file the forms of indentures, which must  be qualified when the registration statement
becomes effective.  See Compliance and Disclosu re Interpretations – Trust Indenture Act of
1939 (Interpretation 201.02), available in the Corporation Finance section of our website.

2. We note that you plan to file Exhibit 25.1, Stat ement of Eligibility of  Trustee on Form T-1,
at a later date.  Please note that if you rely  on Section 305(b)(2) of the Trust Indenture Act
of 1939, you must separately file the Form T-1 under the electronic form type 305B2.  See

Mr. Todd A. Becker
Green Plains Renewable Energy, Inc.
December 14, 2009 Page 2
Compliance and Disclosure Interpretations – Trust Indenture Act of 1939 (Section 220.01), available in the Corporation Finance section of our website.

3. Please also include in the exhibit index a reference to the warrant agreement for the purchase of debt securities, wh ich you refer to on page 7.

4. Since you state on page 12 that the indentures  and debt securities will be governed in
accordance with the laws of th e State of New York, Counsel must also opine on matters
governed by New York law and revise the f ourth paragraph of its opinion accordingly.

* * * *

As appropriate, please amend your registration st atement 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 ke ys your responses to our comments and provides
any requested information.  Detailed cover le tters greatly facilitate our review.  Please
understand that we may have additional comments  after reviewing your amendment and responses
to our comments.
 We urge all persons who are responsible for the accuracy and adequacy of the disclosure in
the filing to be certain that the filing includes al l information required under  the Securities Act of
1933 and that they have provided all information investors require for an informed investment
decision.  Since the company and its management  are in possession of a ll facts relating to a
company’s disclosure, they are responsible for the accuracy and adequacy of the disclosures they have made.   Notwithstanding our comments, in the even t the company requests acceleration of the
effective date of the pending registration statement,  it should furnish a letter, at the time of such
request, acknowledging that:
• should the Commission or the staff, acting pursua nt to delegated authority, declare the filing
effective, it does not foreclose the Commission from taking any action with respect to the
filing;

• the action of the Commission or the staff, acting pursuant to delegated authority, in
declaring the filing effective, does not relieve the company from its full responsibility for
the adequacy and accuracy of the disclosure in the filing; and

• the company may not assert staff comments a nd the declaration of effectiveness as a
defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Mr. Todd A. Becker
Green Plains Renewable Energy, Inc. December 14, 2009 Page 3
   In addition, please be advised th at the Division of Enforcement has access to all information
you provide to the staff of the Di vision of Corporation Finance in connection with our review of
your filing or in response to our comments on your filing.   We will consider a written request for acceleration of the effective date of the registration statement as confirmation of the f act that those requesting accelera tion are aware of their respective
responsibilities under the Securities Act of 1933 and the Securities Exchange Act of 1934 as they
relate to the proposed public offeri ng of the securities sp ecified in the above registration statement.
We will act on the request and, pursuant to delegate d authority, grant acceleration of the effective
date.
We direct your attention to Rules 460 and 461 regarding requesting acceleration of a
registration statement.  Please a llow adequate time after the fili ng of any amendment for further
review before submitting a request for acceleration.  Please provide this request as least two business days in advance of the requested effective date.
If you have any questions regarding the a bove comments, please contact Errol Sanderson,
Financial Analyst at (202) 551- 3746 or me at (202) 551-3748.

Sincerely,
                                                                                        Pamela A. Long         A s s i s t a n t  D i r e c t o r

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-4631

       DIVISION OF
CORPORATION FINANCE

  Mail Stop 4631
November 17, 2009
 Via U.S. mail and facsimile

 Mr. Jerry L. Peters Chief Financial Officer Green Plains Renewable Energy, Inc.
105 North 31
st Ave., Suite 103
Omaha, Nebraska 68131
  RE: Form 10-K and 10-K/A for the fi scal year ended December 31, 2008
  Form 10-Q for the peri od ended September 30, 2009
   File No. 1-32924   Dear Mr. Peters:
 We have completed our review of your Fo rm 10-K and related filings and have no
further comments at this time.
If you have any further questions regard ing our review of your filings, please
direct them to Nudrat Salik, Staff Accountant,  at (202) 551-3692 or, in her absence, to the
undersigned at (202) 551-3769.
Sincerely,
          R u f u s  D e c k e r         Accounting Branch Chief

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SEC Response

November 6, 2009

Via EDGAR

Securities and Exchange Commission

Division of Corporation Finance

Attention: Rufus Decker, Accounting Branch Chief

100 F Street, N.E.

Washington, D.C. 20549

Re:

Green Plains Renewable Energy, Inc.

Form 10-K for the fiscal year ended December 31, 2008

Form 10-Q for the period ended June 30, 2009

File No. 1-32924

Ladies and Gentlemen:

On March 30, 2009, Green Plains Renewable Energy, Inc. (the “Company”) filed its transition report on Form 10-K for the nine-month transition period ended December 31, 2008 (the “10-K Filing”) with the Securities and Exchange Commission (the “Commission”) pursuant to the Securities Act of 1934.  On August 10, 2009, the Company filed its quarterly report on Form 10-Q for the quarterly period ended June 30, 2009 (the “10-Q Filing”) with the Commission.  The Company received comments on the 10-K Filing and the 10-Q Filing from the Division of Corporation Finance (the “Staff”) of the Commission by letter dated September 9, 2009 (the “Initial Comment Letter”).  On October 9, 2009, the Company filed its response letter (the “Initial Response Letter”) with the Commission, which provided clarifying narratives to the Commission on topics discussed in the Initial Comment Letter, and also specified disclosure revisions that will be incorporated into future quarterly and/or annual filings.  The Company received additional comments from the Staff of the Commission by letter dated October 19, 2009 (the “Second Comment Letter”) following a review by the Staff of the Initial Response Letter.

We understand that the purpose of the Staff’s review process is to assist us in our compliance with applicable disclosure requirements and to enhance the overall disclosure in our filings.  This letter (the “Second Response Letter”) is provided by the Company in response to the comments in the Second Comment Letter.  For your convenience, the comments in the Second Comment Letter are provided below, followed by the Company’s responses.

FORM 10-K FOR THE YEAR ENDED DECEMBER 31, 2008

General

Staff

Comment:

 1.  Where a comment below requests additional disclosures or other revisions to be made, please show us in your supplemental response what the revisions will look like.  With the exception of the comments below that will require an amendment to your Form 10-K, these revisions should be included in your future filings.

Company

Response:

Please see responses below to each of your comments.  For specific comments requiring an amendment to our Form 10-K, we will file an amended Form 10-K with the Commission (shortly following the filing of this Second Response Letter).  Where applicable, other revisions will be included in future filings.

Management’s Discussion and Analysis

Results of Operations, page 40

Staff

Comment:

 2.  We note your response to prior comment 3.  Please confirm that you will also quantify the impact of derivative financial instruments on your revenues and cost of goods sold related to the Agribusiness segment in a similar manner to your discussion of the Ethanol Production segment.

Company

Response:

In our Agribusiness segment, grain inventory, physical purchase and sale contracts, and financial derivatives are marked to market with gains and losses included in operations.  As a result, and in contrast to our Ethanol Production segment, gains and losses from financial instruments are accounted for in the same manner as gains and losses from inventory and physical purchase and sale contracts.  Specifically, we may, for example, sell an exchange-traded futures contract for grain to hedge a physical purchase contract with similar pricing terms.  If the contracts are perfectly correlated, a gain on the physical contract, for example, would be exactly offset by a loss on the financial instrument.  Under the Agribusiness segment’s accounting policy, these gains and losses would be reported in the same period.  We believe quantifying and disclosing gains and losses on financial instruments separate from other contracts that are accounted for in an identical manner may be confusing to the reader.

Item 9A.  Controls and Procedures

Evaluation of Disclosure Controls and Procedures, page 47

Staff

Comment:

3.  We note your response to prior comment 6.  Your proposed disclosure does not include the complete definition of disclosure controls and procedures per Rules 13a-15(e) and 15d-15(e) of the Exchange Act when stating your conclusion.  Please revise your definition to also clarify, if true, that your disclosure controls and procedures were effective to ensure that information required to be disclosed by you in the reports that you file or submit under the Exchange Act is accumulated and communicated to your management, including your principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.  Alternatively, you may simply conclude that your disclosure controls and procedures are effective.  Please revise these disclosure in an amendment to your Form 10-K for the year ended December 31, 2008.  Please also include updated certifications which refer to the Form 10-K/A in the amendment.

Company

Response:

We will include the following revised disclosure in our amended Form 10-K filing for the nine-month transition period ended December 31, 2008 and in our Form 10-Q for the quarterly period ended September 30, 2009:

Evaluation of Disclosure Controls and Procedures

As of the end of the period covered by this report, the Company’s management carried out an evaluation, under the supervision of and with the participation of our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 (the “Exchange Act”)). Our disclosure controls and procedures are designed to ensure that information required to be disclosed in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission (“SEC”) rules and forms. These disclosure controls and procedures are designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the Company’s management, including its Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required financial disclosure. Based upon that evaluation, the Company’s management, including the Chief Executive Officer and the Chief Financial Officer, concluded that our disclosure controls and procedures were effective.

2 | Page

Financial Statements

Independent Auditors’ Report, page F-2

Staff

Comment:

4.  We note your response to prior comments 7 and 8.  Please amend your Form 10-K for the year ended December 31, 2008 to provide an independent auditors’ report stating that the audits were conducted in accordance with PCAOB standards as your response indicates.  Please also have the auditors revise their report and consent to only refer to the financial statements included in the amended Form 10-K.

Company

Response:

We will file an amended Form 10-K filing for the nine-month transition period ended December 31, 2008 that will include an updated report provided by our independent auditors stating that their audits were conducted in accordance with PCAOB standards.  The independent auditors will also revise their report and consent to only refer to the financial statement included in the amended Form 10-K.

Financial Statements

Consolidated Statements of Operations, page F-4

Staff

Comment:

5.  We note your response to prior comment 9.  Please amend your Form 10-K for the year ended December 31, 2008 to provide audited earnings per share amounts for the year ended March 31, 2008 and for the period from September 28, 2006 to March 31, 2007.  Consistent with the revised consolidated statements of stockholders’ equity / members capital and comprehensive income that you provided in your response to prior comment 10, the change in capital structure due to the reverse acquisition and corresponding impact on earnings per share amounts should be retroactively reflected in the actual audited historical financial statements rather than providing pro forma supplemental information as your response indicates.  Please also confirm that there are no changes in your determination of weighted average shares outstanding for each period presented based on the revisions you have made to your common stock shares column in your response to prior comment 10.

Company

Response:

We will file an amended Form 10-K filing for the nine-month transition period ended December 31, 2008 that will include audited earnings per share amounts for the year ended March 31, 2008 and for the period from September 28, 2006 to March 31, 2007.  Consistent with the revised consolidated statements of stockholders’ equity and comprehensive income that will be provided in the amended Form 10-K filing (see Company Response to Staff Comment #6 below), the change in capital structure due to the reverse acquisition and corresponding impact on earnings per share amounts have been retroactively reflected in our actual audited historical financial statements (rather than providing pro forma supplemental information).

We also confirm that there will be no changes in our determination of weighted average shares outstanding for each period to be presented (based on the revisions we have made to our common stock shares in our response to prior comment 10) in our amended Form 10-K filing for the nine-month transition period ended December 31, 2008.

3 | Page

Financial Statements

Consolidated Statement of Stockholders’ Equity / Members’ Capital and Comprehensive Income, page F-5

Staff

Comment:

6.  We note your responses to prior comments 10 and 11.  Please provide the revised consolidated statements of stockholders’ equity / members capital and comprehensive income in an amendment to your Form 10-K for the year ended December 31, 2008.

Company

Response:

We will file an amended Form 10-K filing for the nine-month transition period ended December 31, 2008 that will include revised Consolidated Statements of Stockholders’ Equity and Comprehensive Income (consistent with the revised layout included in our response to prior comments 10 and 11).

Notes to the Financial Statements

Note 9.  Long-Term Debt and Lines of Credit, page F-20

Staff

Comment:

7.  We note your response to prior comment 15.  Please address the following:

·

In a similar manner to your response, please expand your disclosures to address how you determined it was appropriate to classify these debt amounts as long-term in light of your covenant violations.  Your disclosures should include an explanation of how you determined it is probable that you will be able to cure any defaults and comply with the covenants at measurement dates that are within the next twelve months;

·

Your response refers to permanent waivers that were received.  Please disclose why you describe these waivers as permanent; and

·

Your Green Plains Superior subsidiary was in violation of its debt service coverage ratio at December 31, 2008.  Your response explains pursuant to EITF 86-30 how you determined that you would be able to maintain compliance with the working capital covenant in the future or if necessary have the ability to cure any working capital deficiencies by transferring funds to your subsidiaries.  Please also advise as to what consideration you gave to EITF 86-30 regarding the debt service coverage ratio, including how you determined you would be able to maintain compliance with this covenant in the future or if necessary have the ability to cure any deficiencies.

Company

Response:

Please note the following with respect to each item above:

·

As noted in our prior comment 15, for the period ended September 30, 2009, our preliminary estimate of financial results indicated that we would be in compliance with all financial covenants under each loan agreement. However, in the event that debt covenant violations occur in the future, we will expand our disclosure in the applicable quarterly or annual filing to address (1) how we cured the default; (2) our ability to comply with covenants at measurement dates that are within the next twelve months or, if necessary, cure potential future financial covenant defaults; (3) the nature of any covenant waiver received; and (4) how we determined the proper classification of the related debt as long-term in light of the covenant violation.

·

In the event future covenant violations result in the receipt of a permanent waiver of the covenant, we will disclose why we consider the waiver to be permanent.

·

As previously disclosed, our Green Plains Superior subsidiary was in violation of its annual debt service coverage ratio for the year ended December 31, 2008.  A permanent waiver of that violation was received from our lenders, along with a waiver of the anticipated violation for the year ending December 31, 2009, based on Company-provided projections.  We will continue to monitor compliance with this annual covenant for years ending December 31, 2010 and beyond.  Based on the receipt of these permanent waivers for the periods noted, we believe the classification of the debt as noncurrent at December 31, 2008 is properly supported.

4 | Page

FORM 10-Q FOR THE PERIOD ENDED JUNE 30, 2009

General

Staff

Comment:

8.  Please address the above comments in your interim filings as well.

Company

Response:

We will address the above comments in our interim filings where applicable.

Financial Statements

General

Staff

Comment:

9.  We note your response to prior comment 18.  We remind you that paragraph 38 of ARB 51, as amended by SFAS 160, states that the disclosures required by this paragraph shall be provided for each reporting period, which would include interim periods.  In this regard, please also provide the disclosures required by paragraphs 38(c) and A6 of ARB 51, as amended by SFAS 160, in your interim financial statements.

Company

Response:

We will include comprehensive income disclosures in a footnote in our quarterly filings beginning with our Form 10-Q for the quarterly period ended September 30, 2009 as required by paragraphs 38(a) and A5 of ARB 51, as amended by SFAS 160.

We will also include year-to-date disclosure of the components of stockholders’ equity and comprehensive income in a footnote in our quarterly filings beginning with our Form 10-Q for the quarterly period ended September 30, 2009 (see format below) as required by paragraphs 38(c) and A6 of ARB 51, as amended by SFAS 160.

 Green Plains Shareholders

 Common Stock

 Add’l

Paid-in

Capital

 Retained

Earnings

(Accum.

Deficit)

 Accum.

Other

Comp.

Loss

 Non-

controlling

Interest

 Total

Stockholders’

Equity

 Balance, December 31, 2008

 25

 $

 290,421

 $

 (10,459)

 $

 (298)

 $

 296

 $

 279,985

    Net loss

 -

 -

 xxx

 -

 xxx

 xxx

    Unrealized gain (loss) on

    derivatives

 -

 -

 -

 xxx

 -

 xxx

        Total comprehensive loss

 -

 -

 -

 -

 -

 xxx

    Acquisition

 -

 -

 -

 -

 xxx

 xxx

    Other

 -

 xxx

 -

 -

 -

 xxx

 Balance, September 30, 2009

 xxx

 $

 xxx

 $

 xxx

 $

 xxx

 $

 xxx

 $

 xxx

5 | Page

Financial Statements

Note 4.  Acquisition, page 11

Staff

Comment:

10.  We note your response to prior comment 20.  Your disclosures indicate that the total consideration transferred for the acquisition of Blendstar LLC was $8.9 million, which consists of a $7.5 million payment in January 2009 and the assumption of a liability to the

CORRESP
1
filename1.htm

SEC Letter

November 2, 2009

Via EDGAR

Securities and Exchange Commission

Division of Corporation Finance

Attention: Rufus Decker, Accounting Branch Chief

100 F Street, N.E.

Washington, D.C. 20549

Re:

Green Plains Renewable Energy, Inc.

Form 10-K for the fiscal year ended December 31, 2008

Form 10-Q for the period ended June 30, 2009

File No. 1-32924

Ladies and Gentlemen:

We are in receipt of your letter dated October 19, 2009 which sets forth additional comments of the Staff of the Securities and Exchange Commission (the “Staff”) regarding Green Plains Renewable Energy, Inc.’s (“Green Plains”) Form 10-K for the fiscal period ended December 31, 2008 and Form 10-Q for the period ended June 30, 2009. Per our discussion, we are accumulating information to prepare our written response. This letter is to confirm that Green Plains plans to respond to the Staff’s comments by November 13, 2009.

Please contact me by phone if any questions or comments arise at 402-315-1603.

Sincerely,

/s/ Jerry L. Peters

Jerry L. Peters

Chief Financial Officer

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-4631

       DIVISION OF
CORPORATION FINANCE

 Mail Stop 4631
October 19, 2009
 Via U.S. mail and facsimile

 Mr. Jerry L. Peters Chief Financial Officer Green Plains Renewable Energy, Inc.
105 North 31
st Ave., Suite 103
Omaha, Nebraska 68131
  RE: Form 10-K for the fiscal year ended December 31, 2008
  Form 10-Q for the pe riod ended June 30, 2009
   File No. 1-32924   Dear Mr. Peters:    We have reviewed your response lett er dated October 9, 2009 and have the
following additional comments.  If you disagree with our comment, we will consider your explanation as to why our comment is inapplicable or a revision is unnecessary.  Please be as detailed as nece ssary in your explanation.
  Please understand that the purpose of our re view 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.

FORM 10-K FOR THE YEAR ENDED DECEMBER 31, 2008

 General

 1. Where a comment below requests additional disclosures or other revisions to be made, please show us in your supplemental response what the revisions will look like.  With the exception of the comments below that will require an amendment to your Form 10-K, these revisions should be  included in your future filings.

Mr. Jerry L. Peters
October 19, 2009
Page 2 of 5   Management’s Discussion and Analysis

 Results of Operations, page 40

 2. We note your response to prior comment 3.  Please confirm that you will also
quantify the impact of deriva tive financial instruments on your revenues and cost of
goods sold related to the Agribusiness segm ent in a similar manner to your discussion
of the Ethanol Production segment.
 Item 9A.  Controls and Procedures

 Evaluation of Disclosure Cont rols and Procedures, page 47

3. We note your response to prior comment 6.  Your proposed disclosure does not
include the complete definition of disclosu re controls and procedures per Rules 13a-
15(e) and 15d-15(e) of the Exchange Act wh en stating your conclusion.  Please revise
your definition to also clarify, if true, that  your disclosure controls and procedures
were effective to ensure that informa tion required to be disclosed by you in the
reports that you file or submit under th e Exchange Act is accumulated and
communicated to your management, including your principal executive and principal
financial officers, or persons performing si milar functions, as appropriate to allow
timely decisions regarding required disc losure.  Alternatively, you may simply
conclude that your disclosure controls and procedures are effective.   Please revise
these disclosures in an amendment to your Form 10-K for the year ended December 31, 2008.  Please also include updated certificat ions which refer to the Form 10-K/A
in the amendment.
 Financial Statements

 Independent Auditors’ Report, page F-2

 4. We note your response to prior comments 7 and 8.  Please amend your Form 10-K for
the year ended December 31, 2008 to provide an  independent auditors’ report stating
that the audits were conducted in accorda nce with PCAOB standards as your response
indicates.  Please also have the auditors re vise their report and c onsent to only refer to
the financial statements included in the amended Form 10-K.
 Consolidated Statements of Operations, page F-4

 5. We note your response to prior comment 9.  Please amend your Form 10-K for the year ended December 31, 2008 to provide a udited earnings per share amounts for the
year ended March 31, 2008 and for the period from September 28, 2006 to March 31,
2007.  Consistent with the revised cons olidated statements of stockholders’
equity/members capital a nd comprehensive income that you provided in your

Mr. Jerry L. Peters
October 19, 2009
Page 3 of 5
response to prior comment 10, the change in capital structure due to the reverse
acquisition and corresponding impact on earnings per share amounts should be
retroactively reflected in the actual audited historical fina ncial statements rather than
providing pro forma supplemental informati on as your response indicates.  Please
also confirm that there are no changes in your determination of weighted average shares outstanding for each period presente d based on the revisions you have made to
your common stock shares column in your response to prior comment 10.
 Consolidated Statement of Stockholders’ E quity/Members’ Capital and Comprehensive
Income, page F-5
 6. We note your responses to prior comments 10 and 11.  Please provide the revised consolidated statements of stockholders’ equity/members capital and comprehensive
income in an amendment to your Form 10-K for the year en ded December 31, 2008.
 Notes to the Financial Statements

 Note 9.  Long-Term Debt and Lines of Credit, page F-20

 7. We note your response to prior comment  15.  Please address the following:
• In a similar manner to your response, pl ease expand your disclosures to address
how you determined it was appropriate to classify these debt amounts as long-term in light of your covenant violati ons.  Your disclosures should include an
explanation of how you determined it is prob able that you will be able to cure any
defaults and comply with the covenants at measurement dates that are within the next twelve months;
• Your response refers to permanent waiver s that were received.  Please disclose
why you describe these waivers as permanent; and
• Your Green Plains Superior subsidiary was in violation of its debt service
coverage ratio at December 31, 2008.  Your  response explains pursuant to EITF
86-30 how you determined that you would be able to maintain compliance with the working capital covenant in the future or if necessary have the ability to cure
any working capital deficiencies by transf erring funds to your subsidiaries.  Please
also advise as to what consideration you gave to EITF 86-30 regarding the debt
service coverage ratio, including how you determined you would be able to
maintain compliance with this covenant in  the future or if necessary have the
ability to cure any deficiencies.

FORM 10-Q FOR THE PERIOD ENDED JUNE 30, 2009

 General

 8. Please address the above comments in your interim filings as well.

Mr. Jerry L. Peters
October 19, 2009
Page 4 of 5    Financial Statements

 General

 9. We note your response to prior comment 18.  We remind you that paragraph 38 of
ARB 51, as amended by SFAS 160, states th at the disclosures required by this
paragraph shall be provided for each repor ting period, which would include interim
periods.  In this regard, please also provi de the disclosures required by paragraphs
38(c) and A6 of ARB 51, as amende d by SFAS 160, in your interim financial
statements.
 Note 4.  Acquisition, page F-11

 10. We note your response to prior comment 20.  Y our disclosures indica te that the total
consideration transferred for the acqui sition of Blendstar LLC was $8.9 million,
which consists of a $7.5 million payment in January 2009 and the assumption of a liability to the former owners of $1.4 million.  In this regard, it is not clear why the preliminary purchase price allocation provide d in your response shows the allocation
of $7.5 million instead of $8.9 million to assets, liabilities and non-controlling
interests acquired.  Please advise  or revise as necessary.
 Management’s Discussion and Analysis

Liquidity and Capital Resources, page 28

11. We note your response to prior comment 24.  Your routinely have had to, and in the
future will likely be required to, cover marg in calls.  Please disclose the extent of the
margin calls that you have had to cover in recent periods, including periods presented.

*    *    *    *
    Please respond to these comments with in 10 business days, or tell us when you
will provide us with a response.  Please pr ovide us with a supplemental response letter
that keys your responses to our comment s and provides any requested supplemental
information.  Detailed letters greatly facilitate our review.  Please file your supplemental
response on EDGAR as a correspondence file .  Please understand that we may have
additional comments after reviewin g your responses to our comments.

Mr. Jerry L. Peters
October 19, 2009 Page 5 of 5
 If you have any questions regarding these comments, please direct them to Nudrat
Salik, Staff Accountant, at ( 202) 551-3692 or, in her absence,  to the undersigned at (202)
551-3769.

       S i n c e r e l y ,                 R u f u s  D e c k e r         Accounting Branch Chief

CORRESP
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SEC Response

October 9, 2009

Via EDGAR

Securities and Exchange Commission

Division of Corporation Finance

Attention: Rufus Decker, Accounting Branch Chief

100 F Street, N.E.

Washington, D.C. 20549

Re:

Green Plains Renewable Energy, Inc.

Form 10-K for the fiscal year ended December 31, 2008

Form 10-Q for the period ended June 30, 2009

File No. 1-32924

Ladies and Gentlemen:

On March 30, 2009, Green Plains Renewable Energy, Inc. (the “Company”) filed its transition report on Form 10-K for the nine-month transition period ended December 31, 2008 (the “10-K Filing”) with the Securities and Exchange Commission (the “Commission”) pursuant to the Securities Act of 1934. On August 10, 2009, the Company filed its quarterly report on Form 10-Q for the quarterly period ended June 30, 2009 (the “10-Q Filing”) with the Commission. The Company received comments on the 10-K Filing and the 10-Q Filing from the Division of Corporation Finance (the “Staff”) of the Commission by letter dated September 9, 2009 (the “Letter”).

We understand that the purpose of the Staff’s review process is to assist us in our compliance with applicable disclosure requirements and to enhance the overall disclosure in our filings. This letter is provided by the Company in response to the comments in the Letter. For your convenience, the comments in the Letter are provided below, followed by the Company’s responses. Within certain responses, we have underlined additional or changed wording (to previously-disclosed wording) to single out proposed revisions that will be incorporated into our future filings, which we believe will streamline your review of the corresponding Company response.

FORM 10-K FOR THE YEAR ENDED DECEMBER 31, 2008

General

Staff Comment:

 1. Where a comment below requests additional disclosures or other revisions to be made, please show us in your supplemental response what the revisions will look like. These revisions should be included in your future filings.

Company Response:

 Please see responses below to each of your comments. Where applicable, revisions will be included in future filings.

Critical Accounting Policies

Impairment of Long-Lived Assets, page 38

Staff Comment:

 2. Please expand your critical accounting policy to provide additional insight on how you perform your impairment analysis of long-lived assets under SFAS 144. Please consider including the following:

 •

Please disclose how you determine when long-lived assets should be tested for impairment, including what types of events and circumstances indicate impairment, and how frequently you evaluate for these types of events and circumstances;

1 | Page

 •

Please disclose how you group your assets for purposes of considering whether an impairment exists. Refer to paragraph 4 of SFAS 144;

 •

Please discuss the significant estimates and assumptions used to determine estimated undiscounted cash flows and fair value. You should discuss how sensitive the fair value estimates are to each of these significant estimates and assumptions used as well whether certain estimates and assumptions are more subjective than others; and

 •

For any asset groups for which the carrying value was close to the fair value or for which reasonably likely changes in significant estimates and assumptions may result in an impairment, please consider disclosing the carrying value of the asset groups.

Company Response:

 We will expand our critical accounting policy discussion related to how we perform our impairment analysis of long-lived assets. The expanded disclosure, which will appear in our Form 10-K for the year ended December 31, 2009, is shown below. If any asset group’s fair value is determined to be close to its carrying value, or it is determined to be reasonably likely changes in significant estimates and assumptions may result in a material impairment, we will also disclose the carrying value of the asset group(s).

 Our long-lived assets consist of property and equipment, and acquired intangible assets. We review long-lived assets, grouped at an individual plant or subsidiary level, for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. The review requires making estimates regarding amount and timing of projected cash flows to be generated by an asset or asset group over an extended period of time. We also make estimates regarding the remaining useful lives of purchased intangible assets and other long-lived assets that have finite lives. Management judgment regarding the existence of circumstances that indicate impairment is based on numerous potential factors including, but not limited to, declines in operating cash flows, a decision to suspend operations at a plant for an extended period of time, or industry trends. Recoverability of assets to be held and used is measured by comparison of the carrying amount of an asset to estimated undiscounted future cash flows expected to be generated by the asset. If the carrying amount of an asset exceeds its estimated future cash flows, an impairment charge is recognized in the amount by which the carrying amount of the asset exceeds the fair value of the asset. Significant management judgment is required in determining the fair value of our long-lived assets to measure impairment, including projections of future cash flows. Fair value is determined through various valuation techniques including discounted cash flow models, quoted market values and third-party independent appraisals, as considered necessary. Changes in estimates of fair value could result in a write-down of the asset in a future period.

Management’s Discussion and Analysis

Results of Operations, page 40

Staff Comment:

 3. It appears that your results of operations are materially impacted by commodity price changes primarily related to corn, natural gas and ethanol, which you attempt to minimize using financial instruments. Please expand your discussion to specifically quantify and discuss the impact of these financial instruments on cost of goods sold for each period presented. Please address the specific underlying reasons such instruments impacted each year by the amounts disclosed. For example, if there are increases in certain commodity prices which have impacted your results of operations, you should discuss why the increase was not offset by your derivative contracts, which may be due to your positions being too small relative to raw material needs. You should also discuss any cases in which your strategies and assumptions resulted in adverse impacts.

2 | Page

Company Response:

 We will expand our Management’s Discussion and Analysis to include the discussion below. The expanded disclosure will be included in filings beginning with our Form 10-Q for the quarterly period ended September 30, 2009.

 We attempt to reduce the market risk associated with fluctuations in the price of corn, natural gas, distillers grains and ethanol by employing a variety of risk management and hedging strategies. Strategies include the use of forward fixed-price physical contracts and derivative financial instruments, such as futures and options executed on the Chicago Board of Trade and/or the New York Mercantile Exchange.

 We focus on locking in net margins based on an earnings before interest, taxes, depreciation and amortization (“EBITDA”) model that continually monitors market prices of corn, natural gas and other input costs against prices for ethanol and distillers grains at each of our production facilities. We create offsetting positions by using a combination of forward fixed-price physical purchases and sales contracts and derivative financial instruments. As a result of this approach, we frequently have gains on derivative financial instruments that are conversely offset by losses on forward fixed-price physical contracts or inventories (and vice versa). In our Ethanol Production segment, gains and losses on derivative financial instruments are recognized each period in operating results while corresponding gains and losses on physical contracts are generally designated as normal purchases or normal sales contracts and are not recognized until quantities are delivered or utilized in production. Revenues during the three and nine months ended September 30, 2009 include net gains (losses) from derivative financial instruments for ethanol and distillers grains of $xx million and $xx million, respectively. Cost of goods sold during the three and nine months ended September 30, 2009 included net gains (losses) from derivative financial instruments for corn and natural gas of $xx million and $xx million, respectively. To the extent the net gains (losses) from derivative instruments are related to current period production, they are generally offset by physical commodity purchases or sales resulting in the realization of the intended EBITDA margins. However, to the extent the net gains (losses) relate to changes in the market value of financial instruments maturing in future periods our results of operations are impacted.

 In our Agribusiness segment, inventory positions, physical purchase and sale contracts, and financial derivatives are marked to market with gains and losses included in results of operations. The market value of derivative financial instruments such as exchange-traded futures and options has a high, but not perfect, correlation to the underlying market value of grain inventories and related purchase and sale contracts.

Liquidity and Capital Resources

Contractual Obligations, page 45

Staff Comment:

 4. Please present estimated interest payments on your debt in a separate line item of the contractual obligations table. Please also disclose in a footnote to the table any assumptions you made to derive these amounts.

Company Response:

 We will present estimated interest payments on debt in a separate line item of the contractual obligations table. Please see the table below for the format of the contractual obligations table to be included in filings beginning with our next Form 10-Q filing for the quarterly period ended September 30, 2009:

3 | Page

 Payments Due By Period

 Contractual Obligations

 Total

 Less

than 1 year

 1-3

years

 3-5

years

 More

than 5 years

Long-term debt obligations (1)

 $

 xxx

 $

 xxx

 $

 xxx

 $

 xxx

 $

 xxx

Interest and fees on debt obligations (2)

 xxx

 xxx

 xxx

 xxx

 xxx

Operating lease obligations (3)

 xxx

 xxx

 xxx

 xxx

 xxx

Purchase obligations

Forward corn purchase contracts (4)

 xxx

 xxx

 xxx

 xxx

 xxx

Other commodity purchase contracts (4) (5)

 xxx

 xxx

 xxx

 xxx

 xxx

Other

 xxx

 xxx

 xxx

 xxx

 xxx

Total purchase obligations

 xxx

 xxx

 xxx

 xxx

 xxx

Total contractual obligations

 $

 xxx

 $

 xxx

 $

 xxx

 $

 xxx

 $

 xxx

(1)

Includes current portion of long-term debt.

(2)

Interest amounts are calculated over the terms of the loans using current interest rates, assuming scheduled principle and interest amounts are paid pursuant to the debt agreements. Includes administrative and/or commitment fees on debt obligations.

(3)

Operating lease costs are primarily for railcars and office space.

(4)

Purchase contracts represent index and fixed-price contracts. Index purchase contracts are valued at current quarter-end prices.

(5)

Includes ethanol, DDG and natural gas purchase contracts.

Liquidity and Capital Resources

Contractual Obligations, page 45

Staff Comment:

 5. Please disclose the specific purchase obligations included in the contractual obligations table in a footnote to the table. Please also disclose any assumptions you made to derive these amounts.

Company Response:

 We will disclose the specific purchase obligations included in the contractual obligations line on the table. Please see revised table in response to comment 4 above. Also note that at June 30, 2009, forward corn purchase contracts comprised 75% of the purchase obligations disclosed in the table, other commodity purchase contracts represented 16%, and other purchase contracts represented less than 10% of the total. The revised table will be included in filings beginning with our next Form 10-Q for the quarterly period ended September 30, 2009.

Item 9A. Controls and Procedures

Evaluation of Disclosure Controls and Procedures, page 47

Staff Comment:

 6. Management carried out an evaluation of the effectiveness of the design and operation of disclosure controls and procedures. Based upon that evaluation, because management did not assess the effectiveness of internal controls over financial reporting, the Chief Executive Officer and the Chief Financial Officer were unable to conclude that disclosure controls and procedures were effective as of the end of the period covered by the report. Please clearly state that your disclosure controls and procedures were not effective, rather than saying you were unable to conclude that they were effective. Please also disclose each of the areas that led you to conclude your disclosure controls and procedures were not effective and what you have done and/or planning to do to correct them. Please also continue to update changes in the status of each area in subsequent filings. Refer to Item 307 of Regulation S-K.

4 | Page

Company Response:

 As disclosed in our Form 10-K for the fiscal year ended December 31, 2008, due to our mergers, the commencement of operations of our ethanol plants, and the expansion of our marketing and distribution activities, changes in our internal controls over financial reporting during the reporting period were significant and pervasive. Based on those numerous pervasive changes to the Company’s internal control environment, management did not assess whether or not our internal controls over financial reporting were effective as of the end of the period covered by that report. In our Form 10-K filing, we stated that we were unable to conclude that our disclosure controls and procedures were effective. In hindsight, we realize we should have stated that disclosure controls and procedures were reviewed, evaluated and operating effectively for the fiscal year ended December 31, 2008 even though our assessment of internal controls over financial reporting was not complete.

 Accordingly, we will include revised disclosure in our Form 10-Q for the quarterly period ended September 30, 2009 similar to the following, assuming our evaluation as of the end of the period covered by that report continues to support the ongoing effectiveness of our disclosure controls and procedures:

 Evaluation of Disclosure Controls and Procedures

 The Company maintains disclosure controls and procedures that are designed to ensure that information required to be disclosed in the reports that we file or submit under the Securities Exchange Act of 1934 (the “Exchange Act”) is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission (“SEC”) rules and forms, and that such information is accumulated and communicated to the Company’s management, including its Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required financial disclosure.

 As of the end of the period covered by this report, the Company’s management carried out an evaluation, under the supervision of and with the participation of the Chief Executive Officer and the Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15 and 15d-15 under the Exchange Act). Based upon that evaluation, the Company’s Chief Executive Officer and the Chief Financial Officer concluded at the time of this evaluation that our disclosure controls and procedures were effective to provide reasonable assurance that information required to be disclosed b

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SEC Letter

September 22, 2009

Via EDGAR

Securities and Exchange Commission

Division of Corporation Finance

Attention: Rufus Decker, Accounting Branch Chief

100 F Street, N.E.

Washington, D.C. 20549

Re:

Green Plains Renewable Energy, Inc.

Form 10-K for the fiscal year ended December 31, 2008

Form 10-Q for the period ended June 30, 2009

File No. 1-32924

Ladies and Gentlemen:

We are in receipt of your letter dated September 9, 2009 which sets forth the comments of the Staff of the Securities and Exchange Commission (the “Staff”) regarding Green Plains Renewable Energy, Inc.’s (“Green Plains”) Form 10-K for the fiscal period ended December 31, 2008 and Form 10-Q for the period ended June 30, 2009.  Per our discussion, we are accumulating information to prepare our written response.  This letter is to confirm that Green Plains plans to respond to the Staff’s comments by October 9, 2009.

Please contact me by phone if any questions or comments arise at 402-315-1603.

Sincerely,

/s/ Jerry L. Peters

Jerry L. Peters

Chief Financial Officer

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-4631

       DIVISION OF
CORPORATION FINANCE

Mail Stop 4631
September 9, 2009

Via U.S. mail and facsimile

Mr. Jerry L. Peters Chief Financial Officer Green Plains Renewable Energy, Inc.
9420 Underwood Avenue, Suite 100
Omaha, Nebraska 68114   RE: Form 10-K for the fiscal year ended December 31, 2008
  Form 10-Q for the pe riod ended June 30, 2009
   File No. 1-32924   Dear Mr. Peters:    We have reviewed these filings a nd have the following comments.  If you
disagree with a comment, we will consider your explanation as to why our comment is
inapplicable or a revision is unnecessary.  Pl ease 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 re view 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.

FORM 10-K FOR THE YEAR ENDED DECEMBER 31, 2008

General

1. Where a comment below requests additional disclosures or other revisions to be made, please show us in your supplemental response what the revisions will look like.  These revisions should be included in your future filings.

Mr. Jerry L. Peters
September 9, 2009
Page 2 of 8   Critical Accounting Policies

 Impairment of Long-Lived Assets, page 38

2. Please expand your critical accounting polic y to provide additi onal insight on how
you perform your impairment analysis of long-lived assets under SFAS 144.  Please consider including the following:
• Please disclose how you determine when long-lived assets should be tested for
impairment, including what types of events and circumstances indicate
impairment, and how frequently you eval uate for these type s of events and
circumstances;
• Please disclose how you group your assets fo r purposes of cons idering whether an
impairment exists.  Refer to paragraph 4 of SFAS 144;
• Please discuss the significant estimates and assumptions used to determine
estimated undiscounted cash flows and fair value.  You should discuss how
sensitive the fair value estimates are to  each of these significant estimates and
assumptions used as well whether certain estimates and assumptions are more
subjective than  others; and
• For any asset groups for which the carrying va lue was close to the fair value or for
which reasonably likely changes in si gnificant estimates and assumptions may
result in an impairment, please consider disclosing the carrying value of the asset
groups.
 Management’s Discussion and Analysis

 Results of Operations, page 40

 3. It appears that your results of operations are materially impacted by commodity price
changes primarily related to corn, natu ral gas and ethanol, which you attempt to
minimize using financial instruments.  Pl ease expand your discussion to specifically
quantify and discuss the impact of these fi nancial instruments on cost of goods sold
for each period presented.  Please address the specific underlying reasons such instruments impacted each year by the amounts disclosed.  For example, if there are increases in certain commodity prices which have impacted your results of
operations, you should discuss why the incr ease was not offset by your derivative
contracts, which may be due to your positions  being too small relative to raw material
needs.  You should also discuss any cases in which your strategies and assumptions
resulted in adverse impacts.

Mr. Jerry L. Peters
September 9, 2009
Page 3 of 8   Liquidity and Capital Resources

 Contractual Obligations, page 45

 4. Please present estimated interest payments on your debt in a separate line item of the
contractual obligations table.  Please also disclose in a footnote to the table any
assumptions you made to derive these amounts.
 5. Please disclose the specific purchase ob ligations included in the contractual
obligations table in a footnote to the table.   Please also disclose any assumptions you
made to derive these amounts.
 Item 9A.  Controls and Procedures

 Evaluation of Disclosure Cont rols and Procedures, page 47

6. Management carried out an  evaluation of the effec tiveness of the design and
operation of disclosure controls and pro cedures.  Based upon that evaluation, because
management did not assess the effectiveness of internal controls over financial
reporting, the Chief Executive Officer and the Chief Financial Officer were unable to
conclude that disclosure cont rols and procedures were eff ective as of the end of the
period covered by the report.  Please clearly  state that your disclosure controls and
procedures were not effective, rather than saying you we re unable to conclude that
they were effective.  Please also disclose  each of the areas that led you to conclude
your disclosure controls and procedures were not effective and what you have done
and/or planning to do to correct them.  Pleas e also continue to update changes in the
status of each area in subsequent filings.  Refer to Item 307 of Regulation S-K.

Financial Statements

Independent Auditors’ Report, page F-2
 7. The report states that the auditors ha ve audited the accompanying consolidated
balance sheet of VBV LLC and subsidiari es as of March 31, 2007, which is not
included in the Form 10-K.  Please make arrangements with your auditors to have
them revise their report to only refer to th e financial statements which are included in
the Form 10-K.  Please also have them revi se their consent in a similar manner.
 8. Given that the financial statem ents of VBV LLC and subsidia ries are considered to be
those of the issuer in the Form 10-K, please tell us how it was determined that the
audit of the financial statements for all pe riods presented did not need to be conducted
in accordance with the standards of th e PCAOB and correspondingly the auditor’s
report on these financial statements did not need to refer to the PCAOB standards.
Refer to SEC Release No. 34-49708.

Mr. Jerry L. Peters
September 9, 2009
Page 4 of 8   Consolidated Statements of Operations, page F-4

 9. Please tell us how you determined it was a ppropriate to provide unaudited earnings
per share amounts for the year ended March 31, 2008 and for the period from
September 28, 2006 to March 31, 2007.
 Consolidated Statement of Stockholders’ E quity/Members’ Capital and Comprehensive
Income, page F-5
 10. The Form S-4/A filed on September 4, 2008 indi cates that members’ capital prior to
the merger consisted of 1,000 outstanding units for all periods presented.  Please
separately present each component of memb ers’ capital in separate columns in a
similar manner to your presentation of each  component of stockholders’ equity on the
face of your statement.  This should include the number of units and any
corresponding amount such as a par value a ssociated with the un its, the amounts paid
in excess of the par value, as well as cumulative losses.  These amounts could be
presented in the same columns as the co mponents of stockholder’s equity with the
headings renamed as necessary.  For exampl e, the column heading for the number of
shares could be revised to become shares/u nits.  The historical number of units and
corresponding amount should then be retroac tively restated in a similar manner to a
stock split based on the exchange ratio.  As it appears that one unit of the VBV LLC
was exchanged for 7,498 shares of common st ock of Green Plains Renewable Energy,
Inc., the historical number of units should be multiplied by 7,498.  Any difference in
par values should be offset to additional paid-in capital.
 11. Please separately present each component of the line item described as merger-related equity transactions.  It appears that this  line item includes the shares which were
retained by the original shareholders of Green Plains Renewable Energy, Inc., the shares that were issued to the shareholde rs of Ethanol Grains Processors, LLC, which
was a majority-owned subsidiary of VBV LLC prior to the merger, and the shares that were issued to the shareholders of  Indiana Bio-Energy, LLC, which was also a
majority-owned subsidiary of VBV LLC.  Each of these components as well as any additional components should be presented separa tely as a line item.  Please also tell
us the nature of the amount in this line item being recorded in accumulated other comprehensive loss.
 Notes to the Financial Statements

Note 3.  Summary of Significant Accounting Policies

Revenue Recognition, page F-11
 12. Please clearly disclose when you record re venue on a consolidated basis related to
Green Plains Trade, a wholly-owned subsidiary, both prior and subsequent to the

Mr. Jerry L. Peters
September 9, 2009
Page 5 of 8
termination of the agreements with third- party marketers in January and February
2009.  For example, you should clarify that revenue is not recorded until the ethanol and distiller grains are sold to  third-party customers on a cons olidated basis, if true.
 Cost of Goods Sold and Operating Expenses, page F-14

 13. Your disclosures indicate that all depr eciation and amortization is included in
operating expenses.  If you do not allocate depreciation and amortization to costs of
goods sold, please revise your presenta tion on the face of your statement of
operations and throughout the filing to comply  with SAB Topic 11:B, as well as Item
10(e) of Regulation S-K.
 Note 9.  Long-Term Debt and Lines of Credit, page F-20

 14. In addition to your current disclosure of the specific terms of your material debt
covenants and any required amounts/ratios, please disclose the actual amounts/ratios
as of each reporting date for any material debt covenants for which it is reasonably
likely that you will not be able to meet such covenants.  Please also consider showing the specific computations used to arri ve at the actual amounts/ratios with
corresponding reconciliations to US GAAP am ounts.  For example, the fixed charge
ratio and senior leverage ratio appear to  be computed based on Non-GAAP amounts.
See Sections I.D and IV.C of the SEC In terpretive Release No. 33-8350 and Question
10 of our FAQ Regarding the Use of Non- GAAP Financial Measures dated June 13,
2003.  Please also clearly disclose whether or  not you were in compliance with all of
the covenants including those rela ted to the Agribusiness segment.
 15. As of December 31, 2008, working capital ba lances at Green Plains Bluffton, Green
Plains Obion and Green Plains Superior were less than those required by the respective financial covenants in the loan agreements of those subsidiaries.  In
addition, the debt service cove rage ratio for Green Plains Superior was below levels
required by its covenants.  In February  2009, you contributed additional capital to
these subsidiaries and as a result the lenders provided waivers accepting your compliance with the financial covenants for th ese subsidiaries as of that date.  It
appears that you continue to classify the ma jority of this debt as long-term as of
December 31, 2008 and June 30, 2009.  Please tell  us what consideration you gave to
EITF 86-30 in determining this classificati on was appropriate.  Please also disclose
the exact length and terms of any waivers received.

Note 14.  Employee Benefit Plans, page F-30

16. Green Plains Grain maintains a defined benefit pension plan.  Please provide the disclosures required by paragraph 5 of SFAS 132(R), as applicable.

Mr. Jerry L. Peters
September 9, 2009
Page 6 of 8
FORM 10-Q FOR THE PERIOD ENDED JUNE 30, 2009

 General

 17. Please address the above comments in your interim filings as well.
 Financial Statements

General

18. Please provide the disclosures required by paragraphs 38(a) and A5 of ARB 51, as
amended by SFAS 160.  Specifically, it does not appear that you ha ve presented the
amounts of comprehensive income attributab le to Green Plains shareholders.  In
addition, please provide the disclosures re quired by paragraphs 38(c) and A6 of ARB
51, as amended by SFAS 160.

Consolidated Statements of Cash Flows, page 5

19. Your reconciliation to net cas h provided (used) by opera ting activities appears begin
with net loss only attributab le to the parent company.  Given that net income as
referred to in paragraph 5(b) of SFAS 160 al so includes net income attributable to
noncontrolling interests, please begin your reco nciliation pursuant to paragraph 29 of
SFAS 95 with net loss.
 Note 4.  Acquisition, page F-11

 20. Please provide the following disclosures as we ll as any other applicable disclosures
required by paragraph 68 of SFAS 141(R) regarding the acquisition of Blendstar
LLC:
• Please disclose the amounts recognized as of the acquisition date for each major
class of assets acquired and liabilities a ssumed.  Refer to paragraph 68(i) of SFAS
141(R);
• Given that you acquired less th an 100 percent of the equi ty interests in Blendstar
LLC, please disclose the fair value of th e noncontrolling interest at the acquisition
date as well as the valuati on technique(s) and signifi cant inputs used to measure
the fair value of the noncontrolling intere st.  Refer to paragraph 68(p) of SFAS
141(R); and
• Please disclose the amount of revenue a nd earnings recorded since the acquisition
date as well as provide supplemental pro forma information.  Refer to paragraph
68(r) of SFAS 141(R).

Mr. Jerry L. Peters
September 9, 2009
Page 7 of 8   Note 8.  Financial Derivative Instruments, page 13

 21. Please provide the disclosures require d by paragraph 44C(b) of SFAS 133, as
amended by SFAS 161, regarding the locat ion and amounts of gains or losses
reported.
 Management’s Discussion and Analysis, page 22

Results of Operations, page 26

22. When there is more than one reason for a change between periods, please expand
your discussion of operating results to discuss each factor and correspondingly
quantify the extent to which each factor c ontributed to the overall change in the
operating results.  For example, the $16.4 million increase in operating expenses
during the six-month period ended June 30, 2009, as compared to the same period
during 2008, is mainly due to an increase in employee salaries, incentives, benefits
and other expenses resulting from the incr ease in employees hired to operate ethanol
plants in Bluffton and Obion, stock-based compensation cost s, professional services
and inclusion of operating expenses for th e predecessor Green Plains companies.
Please separately quantify each of these factors.

23. Please provide a discussion of your segmen ts’ results.  You should discuss with
quantification the business reasons for ch anges between periods in the sales and
operating income (loss) of each of your segm ents as well as your corporate activities
operating income (loss).  Please also separa tely discuss with quantification business
reasons for changes in intercompany elimin ations between periods .  Your discussion
should include why the eliminations are nece ssary as well as the entities to which
they are related.

Liquidity and Capital Resources, page 28

24. Please expand your liquidity and capital resources discussion to address the
following:
• You disclose that there is $13.2 m illion available under committed loan
agreements.  Please clearly disclose any re strictions related to the use of these
funds.  For example, you should disclose if  all or a portion of these funds have to
be used to for a specific purpose, su ch as the construction of plants; and
• Sudden changes in commodity prices may require cash deposits with brokers, or
marg

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September 3, 2008

Ms. Pamela A. Long

Assistant Director

Division of Corporate Finance

U.S. Securities and Exchange Commission

Washington, D.C. 20549-0404

  Re:

  Acceleration Request

  Green Plains Renewable Energy, Inc. (the
  “Company”)

  Registration Statement on Form S-4/A
  Amendment No. 4

  File No. 333-151900

Dear Ms. Long,

Pursuant to Rule 461 of the General Rules and
Regulations under the Securities Act of 1933, as amended, the Company hereby
requests that the effective date of the above captioned Registration Statement
be accelerated so that the Registration Statement may become effective at 4:00
Eastern Time on Friday, September 5, 2008, or as soon thereafter as is
convenient.

In connection with this request, the Company
hereby acknowledges that:

·                  Should the Commission or the staff, acting pursuant to
delegated authority, declare the filing effective, it does not foreclose the
Commission from taking any action with respect to the filing;

·                  the action of the
Commission or the staff, acting pursuant to delegated authority, in declaring
the filing effective, does not relieve the Company from its full responsibility
for the adequacy and accuracy for the disclosure in the filing; and

·                  the Company may not
assert staff comments and the declaration of effectiveness as a defense in any
proceedings initiated by the Commission or any person under the federal
securities laws of the United States.

Thank you in advance for your assistance in this
matter.

  Respectfully submitted,

  /s/ Jerry L. Peters

  Jerry L. Peters

  Chief Financial Officer

9420 UNDERWOOD AVENUE, SUITE 100 · OMAHA, NE  68114

PHONE: (402)884.8700 · FAX: (402)884.8776

WWW.GPREINC.COM

CORRESP
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filename1.htm

  Michelle
  S. Mapes, Partner

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

  1620 DODGE STREET, SUITE 2100 · OMAHA, NE 68102-1504

  www.huschblackwell.com

September 2, 2008

VIA EDGAR

Jennifer R. Hardy

Legal Branch Chief

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 Amendment No. 2

Filed on August 21, 2008

File No. 333-151900

Dear Ms. Hardy:

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 August 28, 2008 from
the staff of the Securities and Exchange Commission (the “Staff”).  The Company is concurrently filing via EDGAR
Amendment No. 3 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.  For ease of reference, we reproduce below the
comments, and include under each comment the Company’s response.

Letter to
Shareholders

1.               We note your revised disclosure in response to our
prior comment 3.  With respect to the IBE
and EGP mergers, please revise your disclosure to clarify that you will acquire
all of the interests in both IBE and EGP, other than VBV’s.

The requested revision has been made.

Unaudited Pro
Forma Condensed Combined Financial Statements and Related Notes Thereto, page 100

2.               We remind you that the pro forma statements of
operations should reflect adjustments computed assuming that the transactions
were consummated at the beginning of the fiscal year presented and carried
forward through any interim period presented.
It appears that adjustments on your pro forma statement of operations
for the quarter ended June 30, 2008 are computed assuming that the merger
occurred at the beginning of the quarter instead of at the beginning of the
fiscal year presented, which is April 1, 2007.  For example, in your description of
adjustment (e), you state that the adjustment was determined as if the mergers
had occurred at the beginning of the three-month period.  Refer to Rule 11-02(b)(6) of
Regulation S-X.  Please revise or advise
as necessary.

The Unaudited Pro Forma
Condensed Combined Statement of Operations for the quarter ended June 30,
2008 have been modified to reflect the assumption that the Mergers occurred at April 1,
2007, the beginning of the first fiscal period presented.

3.               We note your response to prior comment 17.  You state that the additional officer
compensation expenses for each period is determined utilizing independent
assumptions concerning the date of consummation of the mergers.  Please clearly disclose the assumptions that
you are referring to in this statement.
Please disclose the change of control terms of these employment
agreements to help us understand how you arrived at the pro forma adjustment
amounts, including whether there are nonrecurring or recurring payments
associated with these provisions.  We
remind you that Rule 11-02(b)(5) of Regulation S-X states that
material nonrecurring charges or credits and related tax effects which result directly
from the transaction and which will be included in income within the 12 months
succeeding the transaction shall be disclosed separately.  It should be clearly indicated that such
charges or credits were not considered in the pro forma statement of operations.

As a result of the changed
assumptions identified in response to your Comment 2, the identified language
concerning independent assumptions has been deleted.  The change of
control terms of the chief financial officer’s employment agreement are
described generally in the Executive Compensation section of the registration
statement.  The full employment agreement has been previously filed with
the SEC.  Additional disclosure has been added to describe the accounting
for the change of control

2

acceleration.  The
adjustments have been modified to eliminate the non-recurring amounts related
to the change of control and the one-time bonus, stock and stock option
grants.  These amounts have been disclosed separately with the indication
the charges were not considered in the pro forma statement of operations.

4.               We note your response to prior comment 18.  Please clearly disclose how you determined it
was appropriate to arrive at pro forma depreciation expense by reducing
historical depreciation expense by approximately 31% instead of separately
calculating the pro forma depreciation expense for each category.  For example, if true, you should clearly
state that each asset category had a reduction in value of 31% for all assets
and the reasons for this.  Please also
confirm in your disclosure that the remaining useful lives of the assets did
not change.

The disclosure has been
modified to delete the reference to the 31% reduction in the value of the assets.
The modified disclosure indicates depreciation was recomputed for each class of
property and the underlying assumptions were specifically identified.  The
modified disclosure also states the remaining useful lives of the assets did
not change.

5.               We note your response to prior comment 19.  It is unclear how you arrived at the
adjustment amounts related to the corn-purchase contracts.  In your description of adjustment (b) you
state that amounts recorded for corn purchase contracts will be charged to
earnings in the periods the contracts mature which are expected to be within
twelve months of closing.  Your
description of adjustment (e) states that the pro forma charge of
$10,797,000 for the three-month period ended May 31, 2008 is based on
corn-purchase contracts that matured during the period from total contracts
valued.  It would appear that the impact
of the contracts that matured during the period presented would already be
reflected in the historical financial results and therefore would not require a
pro forma adjustment.  Please revise or
advise accordingly.

Adjustment (e) has
been deleted as a result of changes necessary due to your Comment 2.
Additional disclosure has been added to Adjustment (b) to fully describe
why no adjustments related to maturing corn contracts appear in the pro forma
statements of operations.  Under these revised assumptions, since the
purchase-price allocation (based on an assumed closing of the Mergers at

3

the beginning of the
fiscal year) would not result in a value assigned to corn purchase contracts,
no charges to earnings would result.
Please note the historical financial results do not reflect charges for
maturing corn purchase contracts but rather the actual purchase price incurred
under the contracts.  If an asset would
have been recognized as a result of a purchase-price allocation, the value of
that asset would have been charged to earnings in future periods.

6.               We note your response to prior comment 21.  We remind you that paragraph 53 of SFAS 123(R) states
that the exchanges of share options or other equity instruments in conjunction
with a business combination is considered to be a modification.  Please confirm and clearly disclose, if true,
that you determined the value of the replacement options to be the same as the
original options as your response indicates.
We continue to believe that you should disclose in your pro forma
financial information whether or not the original options were vested and whether
the replacement options will or will not be vested.  You should correspondingly discuss the
accounting impact of each type.  For
example, if vested options were granted, you should address how you determined
that the value of these should not be included in your purchase price
consideration.  Please also disclose how
you will account for the replacement options subsequent to the
acquisition.  If you continue to believe
that the impact of the options will be immaterial to your pro forma financial
statements and your future financial results, please tell us how you made this
determination.

We agree the exchange of
options in conjunction with the Mergers are considered modifications under
paragraph 53 of SFAS 123(R).  Based on a comparison of the fair value of
the modified award with the fair value of the original award immediately before
the modification we have concluded that no incremental compensation costs or
purchase price consideration is recognized.  The fair values are the same
because the modification is designed to equalize the fair value of the awards
before and after the Mergers.  The replacement options have identical
terms to the original options, adjusted for the exchange ratios.  The
original and replacement options are fully vested.  The nature of the
options, including their vesting status and the accounting considerations
involved have been more fully disclosed in Adjustment (a).

4

Financial
Statements

VBV LLC

Unaudited
Financial Statements

7.               Please disclose your sources of revenue and
corresponding revenue recognition policy for each source.

Additional disclosure regarding sources of revenue
and corresponding revenue recognition policy has been made on pages 184
and F-83.

Part II

Exhibit 8.1

8.               We note the revised opinion in response to our prior
comment 25.  Please explain why counsel
cannot give a “will” opinion in point 5, describe the degree of uncertainty in
the opinion, and, to the extent applicable, include appropriate risk factor
disclosure setting forth the risks that the tax consequences of the EGP and IBE
mergers may have on the investors.
Otherwise, please revise the opinion to state that the relevant parties will
not “recognize gain or loss as a result of the EGP Merger and IBE Merger”.

The opinion has been revised to state that none of
GPRE, any of its subsidiaries, nor VBV will recognize gain or loss as a result
of the EGP Merger and IBE Merger.

Exhibit 23.3

9.               Please arrange with KPMG LLP to revise their consent to
ensure that the report dates referred to in the consent are consistent with the
report dates included on their independent auditors’ report on page F-58.

The revised consent has been filed with the
Registration Statement.

5

You may contact the
undersigned at (402) 964-5091, Shari Wright at (816) 983-8165 or Dan Peterson
at (314) 345-6246 if you have any questions.

  Sincerely,

  /s/ Michelle Mapes

  Michelle Mapes

6

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

       DIVISION OF
CORPORATION FINANCE
      August 28, 2008

Mail Stop 7010

Via U.S. mail

Wayne B. Hoovestol
President and Chief Executive Officer
Green Plains Renewable Energy, Inc.
105 N. 31st Avenue, Suite 103
Omaha, Nebraska 68131

Re: Green Plains Renewable Energy, Inc.
 Registration Statement on Form S-4 Amendment No.2
 Filed on August 21, 2008
 File No.:  333-151900

Dear Mr. Hoovestol:

We have reviewed your filing and have the following comments.  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 lis ted at the end of  this letter.

Letter to Shareholders
1. We note your revised disclosure in response to our prior comment 3.  With respect to the IBE and EGP mergers, pl ease revise your disclosure to clarify
that you will acquire all of  the interests in both IBE and EGP, other than
VBV’s.

Unaudited Pro Forma Condensed Combined Financial Statements and Related Notes
Thereto, page 100
2. We remind you that the pro forma stat ements of operations should reflect
adjustments computed assuming that th e transactions were consummated at
the beginning of the fiscal year pr esented and carried forward through any
interim period presented.  It appear s that adjustments on your pro forma
statement of operations for the quarter ended June 30, 2008 are computed assuming that the merger occurred at the beginning of the quarter instead of at
the beginning of the fiscal year pr esented, which is April 1, 2007.  For
example, in your description of adjustme nt (e), you state that the adjustment
was determined as if the mergers had occurred at the beginning of the three-month period.  Refer to Rule 11-02(b)(6) of Regulation S-X.  Please revise or

Wayne B. Hoovestol
Green Plains Renewable Energy, Inc.
August 28, 2008
Page 2

advise as necessary.

3. We note your response to prior comment  17.  You state that the additional
officer compensation expense for each  period is determined utilizing
independent assumptions concerning the date of consummation of the
mergers.  Please clearly disclose the a ssumptions that you are referring to in
this statement.  Please disclose th e change of contro l terms of these
employment agreements to help us understand how you arrived at the pro forma adjustment amounts, including  whether there are nonrecurring or
recurring payments associated with these provisions.  We remind you that
Rule 11-02(b)(5) of Regulation S-X stat es that material nonrecurring charges
or credits and related tax effects which re sult directly from the transaction and
which will be included in income within the 12 months succeeding the transaction shall be disclosed separatel y.  It should be clea rly indicated that
such charges or credits were not cons idered in the pro forma statement of
operations.

4. We note your response to prior comment 18.  Please clearly disclose how you
determined it was appropriate to arri ve at pro forma depreciation expense by
reducing historical depr eciation expense by approximately 31% instead of
separately calculating the pro forma de preciation expense for each category.
For example, if true, you should clearly  state that each asset category had a
reduction in value of 31% for all assets and the reasons for this.  Please also
confirm in your disclosure that the remaining useful lives of the assets did not change.

5. We note your response to prior comment 19.  It is unclear how you arrived at
the adjustment amounts related to the corn-purchase contracts.  In your
description of adjustment (b) you st ate that amounts recorded for corn
purchase contracts will be  charged to earnings in the periods the contracts
mature which are expected to be within twelve months of closing.  Your description of adjustment (e) states  that the pro forma charge of $10,797,000
for the three-month period ended May 31, 2008 is based on corn-purchase
contracts that matured during the period fr om total contracts valued.  It would
appear that the impact of the cont racts that matured during the period
presented would already be reflected in  the historical fi nancial results and
therefore would not require a pro forma adjustment.  Please revise or advise
accordingly.

6. We note your response to prior comment  21.  We remind you that paragraph
53 of SFAS 123(R) states that the excha nges of share options  or other equity
instruments in conjunction w ith a business combination is considered to be a
modification.  Please confirm and clearly disclose, if true, that you determined
the value of the replacement options to be  the same as the original options as

Wayne B. Hoovestol
Green Plains Renewable Energy, Inc.
August 28, 2008
Page 3

your response indicates.  We continue to believe that you should disclose in
your pro forma financial information whet her or not the original options were
vested and whether the replacement opti ons will or will not be vested.  You
should correspondingly discuss the acc ounting impact of each type.  For
example, if vested options were  granted, you should address how you
determined that the value of these sh ould not be included in your purchase
price consideration.  Please also disclose how you will account for the
replacement options subsequent to the acquisition.  If you continue to believe
that the impact of the options will be  immaterial to your pro forma financial
statements and your future financial resu lts, please tell us how you made this
determination.

Financial Statements

VBV LLC

Unaudited Financial Statements

7. Please disclose your sources of revenue and corresponding revenue
recognition policy for each source.

Part II

Exhibit 8.1

8. We note the revised opinion in response to our prior comment 25.  Please explain why counsel cannot give a “will” opinion in point 5, describe the degree of uncertainty in the opinion, and, to the extent ap plicable, include
appropriate risk factor disclosure setting forth the risks that the tax
consequences of the EGP and IBE mergers may have on the investors.  Otherwise, please revise the opinion to st ate that the releva nt parties will not

“recognize gain or loss as a result of  the EGP Merger and IBE Merger”.

Exhibit 23.3
9. Please arrange with KPMG LLP to revise  their consent to ensure that the
report dates referred to in the consent are consistent with the report dates
included on their independent a uditors’ report on page F-58.

Wayne B. Hoovestol
Green Plains Renewable Energy, Inc.
August 28, 2008
Page 4

As appropriate, please amend your regist ration 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 cove r 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 amendmen t and responses to our comments.

We urge all persons who are responsible for the accuracy and adequacy of the
disclosure in the filing to be certain that the filing includes all in formation required under
the Securities Act of 1933 and that they have  provided all information investors require
for an informed investment decision.  Since the company and its management are in possession of all facts relating to a company’ s disclosure, they are responsible for the
accuracy and adequacy of the disclosure they have made.

Notwithstanding our comments, in the even  the company requests acceleration of
the effective date of the pending registration statement, it should furnish a letter, at the time of such request, acknowledging that:

• should the Commission or the staff, acting pursuant to delegated authority,
declare the filing effective, it does not foreclose the Commission from taking any
action with respect to the filing;

• the action of the Commission or the staff,  acting pursuant to delegated authority,
in declaring the filing effective, does not relieve the company from its full
responsibility for the adequacy  and accuracy of the disclosure in the filing; and

• the company may not assert staff comment s and the declaration of effectiveness
as a defense in any proceeding initiat ed by the Commission or any person under
the federal securities laws of the United States.

 In addition, please be advi sed that the Division of En forcement has access to all
information you provide to the staff of the Di vision of Corporation Finance in connection
with our review of your filing or in response to our comments on your filing.

 We will consider a written request for acceleration of the effective date of the
registration statement as conf irmation of the fact that t hose requesting acceleration are
aware of their respective re sponsibilities under the S ecurities Act of 1933 and the
Securities Exchange Act of 1934 as they rela te to the proposed public offering of the
securities specified in the above registration statement.  We will act  on the request and,
pursuant to delegated authority, grant acceleration of the effective date.

We direct your attention to Rules 460 and 461 regarding requesting acceleration of
a registration statement.  Please allow adequa te time after the filing of any amen dment for
further review before submitting a request for acceleration.  Please provide this request at

Wayne B. Hoovestol
Green Plains Renewable Energy, Inc.
August 28, 2008
Page 5

least two business days in advance of the requested effective date.

You may contact Nudrat Sa lik, Accountant, at (202) 551-3692 or Rufus Decker,
Accounting Branch Chief, at (202) 551-3769 if you have questions regarding comments
on the financial statements and related ma tters.  Please contact Era Anagnosti, Staff
Attorney, at (202) 551-3369 or the unders igned, at (202) 551-3767 with any other
questions.

Sincerely,

Jennifer R. Hardy
Legal Branch Chief

cc:  Via Facsimile @ (402) 964-5050

Michelle S. Mapes, Esq.
Husch Blackwell Sanders LLP
1620 Dodge Street, Suite 2100
Omaha, Nebraska 68102

CORRESP
1
filename1.htm

  Michelle S. Mapes,
  Partner

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

  1620
  DODGE STREET, SUITE 2100  · OMAHA,
  NE  68102-1504

  www.huschblackwell.com

August 21, 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 Amendment No. 1

  Filed on August 1,
  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 August 15, 2008 from the staff of the
Securities and Exchange Commission (the “Staff”).  The Company is concurrently filing via EDGAR
Amendment No. 2 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 August 1, 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 ensure that the financial statements and
corresponding financial information included comply with Rule 3-12 of
Regulation S-X.

The Company will ensure that the financial
statements and corresponding financial information comply with Rule 3-12
of Regulation S-X.

2.               Please revise your tax disclosure throughout the
document to state that Stoel Rives “has” opined or delivered their opinion
instead of stating that they “will” deliver their opinion.

The tax disclosure has been revised to state that Stoel
Rives has delivered its tax opinion.

Letter to
Shareholders

3.               The letter still appears dense and confusing.  In the first paragraph, please state simply
that you will acquire VBV, IBE and EGP since the details regarding the legal
mechanics of the mergers are disclosed elsewhere in the prospectus.  In the second full paragraph, please state
simply that you have received an opinion the mergers will be tax free
reorganizations since the details are disclosed elsewhere.

The first paragraph of the letter has been revised
as requested.  We have revised the cover
letter to reflect the fact that, for U.S. federal income tax purposes, the VBV
Merger will qualify as a “reorganization” and GPRE, its subsidiaries, VBV, and
(depending on their individual circumstances) VBV Members generally will not
recognize gain or loss as a result of the Mergers.  We are unable to state that the EGP Merger
and the IBE Merger will be a tax free reorganization because the EGP Merger and
the IBE Merger will be taxable to the holders of units in EGP and IBE (other
than VBV).

Summary, page 8

The Companies, page 8

                                                                        VBV LLC, page 8

4.               We note your response and revised disclosure in
response to comment 18 of our prior letter.
Following our review of the supplemental materials, we note that on page 3,
of the Project Eagle Preliminary Bank Presentation dated April 21, 2008,
VBV is characterized as a joint venture of NTR and Wilon.  Please revise your disclosure to describe
adequately the nature of VBV’s business.
To the extent that VBV’s business extends beyond managing the operations
of IBE and EGP, please disclose what the other aspects of VBV’s business are.

We understand that the Project Eagle Preliminary
Bank Presentation you reference in your comment characterized VBV

2

as a “joint venture” of NTR and Wilon to simplify
the explanation of VBV’s ownership structure for purposes of that
presentation.  As noted in the disclosure
contained in the Registration Statement, VBV is owned by the two Bioverda
entities (each of which are wholly owned subsidiaries of NTR plc) and Wilon.

In addition to managing certain operational
aspects of IBE and EGP, VBV also markets ethanol in different geographic
locations around the United States and is in process of building a fee-based
ethanol marketing business to provide this service to other ethanol plants in
the industry.  VBV may engage in other
industry-related business activities as determined by its board and management
in the future.  This disclosure has been
added to the Registration Statement on page 8 and on pages 173-174 in
the section entitled “Information With Respect to VBV and the VBV Subsidiaries.

Conditions to
Completion of the Mergers, page 10

5.               We note your revised disclosure in response to comment
20 of our prior letter; however, it seems that you have not addressed the
circumstances under which you would re-solicit the shareholders’ votes.  Please revise your disclosure accordingly.

The disclosure has been revised as requested on page 10.

Background of the
Mergers, page 55

6.               Please quantify your valuation disclosure to help
investors understand how the parties arrived at the 11,139,000 share number and
what value that number of GPRE shares represented at that time.

The requested disclosure has been made on pages 59-60
and 62.

GPRE’s Reasons for
the Mergers, page 61

7.               Please quantify your disclosure related to the “modest”
accretion to earnings found in the fourth bullet point of your disclosure.

The requested disclosure has been made on page 63.

3

VBV’s and VBV
Subsidiaries’ Reasons for the Mergers, page 62

8.               From our review of the supplemental materials, we note
that one of VBV’s reasons for merging with GPRE was VBV [Subsidiary] members’
ability to achieve liquidity through receipt of publicly traded common stock
(see page 5 of the Project Eagle Preliminary Bank Presentation dated April 21,
2008).  To the extent that this was a
material reason for the mergers as well as a material factor in determining the
structure of the merger, please disclose.

We note that the last bullet point under the
heading “VBV’s and VBV’s Subsidiaries’ Reasons for the Mergers” on page 64
of the Registration Statement contains this disclosure. We have updated the
disclosure on page 57 of the Registration Statement under “Background of
the Mergers” to indicate that one of the material factors that was discussed
among the parties as a consideration in determining the structure of the merger
was the ability of the VBV Subsidiary members to achieve liquidity through
receipt of GPRE’s common stock as merger consideration.

Opinion of
Financial Advisor, page 63

9.               We also note that it is not clear how Duff &
Phelps selected the “overall concluded value range in which” it assessed the
overall fairness of the transaction.
Please explain.

The disclosure has been revised to further clarify
on pages 69-72.

Discounted Cash
flow Analysis, page 67

10.         We note your response to the first half of comment 47
of our prior comment letter.  Since Duff &
Phelps relied on the projections and the quality of the discounted cash flow
analysis is directly related to the quality of the inputs and assumptions used
in its analysis, the disclosure of projections appears to be material to a
voting shareholder in evaluating the discounted cash flow analysis.  Please provide to us a detailed legal
analysis that explains why this data is not material, or otherwise disclose the
financial projections used in Duff & Phelps’ analysis necessary for
the voting shareholders’ understanding of the current disclosure.  Please note that material information must be
disclosed, even if confidential.

4

Additional disclosure presenting these projections
has been made on pages 68-69.

Selected Public
Companies’ Analysis, page 67

11.         Based on our review of the supplemental materials, it
is not clear what variables Duff & Phelps used in determining the
Adjusted Enterprise Values and the equity values in the selected public
companies’ analysis.  Please explain.

Additional explanatory disclosure has been made on
pages 68-69.

Summary of
Analysis, page 69

12.         The range of values disclosed here differs from the
range of values found in the discounted cash flow analysis on page 67 and
the selected public companies’ analysis on page 68.  Please explain the difference in values as
well as how you arrived to the 16,871,472 share number.

Additional explanatory disclosure has been made on
pages 69-72.

Material U.S.
Federal Income Tax Consequences of the Mergers, page 73

13.         We note your revised disclosure in response to the
third bullet point of comment 10 of our prior comment letter.  It remains unclear to us why the tax summary
is applicable “only to [the] Subsidiary Holders and Subsidiary Optionholders…”
and not to GPRE and all of the Holders who are U.S. persons.  Please explain or revise your disclosure
accordingly.

The
second sentence of the tax disclosure on page 75 has been revised to
clarify that the tax disclosure applies to GPRE, the VBV Members, VBV, the
Subsidiary Holders, and the Option holders, except for Subsidiary Holders
and  Option
holders who are not U.S. persons.  We are
not aware of any Subsidiary Holders or Option holders who are not U.S. persons,
and thus we believe that the exclusion of that subset from the tax disclosure
is immaterial.

5

The Merger
Agreements, page 80

14.         Following our review of the supplemental materials you
provided to us in response to comment 55 of our prior comment letter, we note
the disclosure related to Schedule 3.2(i) of the VBV merger
agreement.  To the extent material,
please quantify the resulting tax liability and discuss whether this liability
may have a material adverse effect on the combined business.

Neither of the items is material.  The first item concerns the effective date of
VBV’s election to be classified as a corporation.  The question is whether VBV’s election to be
classified as a corporation was effective on September 28, 2006, the
effective date requested by VBV, or on April 11, 2007, the date on which
the IRS accepted VBV’s election.  At
issue is whether VBV is entitled to use approximately $50,000 of tax losses
that were incurred before April 11, 2007.
Neither the amount of the tax losses or any other consequence of the
potential delayed effectiveness of the election is material.

The second item concerns whether the IRS will
grant a retroactive extension for IBE’s request to change its taxable year from
the year ending December 31, 2007 to a year ending March 31,
2007.  Because IBE is treated as a
partnership for federal income tax purposes, and partnership items are included
on the returns of their partners for their taxable years in which the
partnership’s year ends, at issue is the taxable year in which VBV will include
its share of IBE’s income or loss for the period beginning January 1, 2007
and ending March 31, 2007.  This
deferral (or acceleration) of three months of IBE’s income or loss is not
material.

15.         The context of the disclosure related to Schedule 4.2 (g) of
the VBV merger agreement is ambiguous, and the reference to the undisclosed
liability is unclear.  Please explain to
us supplementally the matters addressed by the disclosure.

The reference to “undisclosed liability” comes
from the heading of Section 4.2(g) of the VBV Merger Agreement.  A potential liability arose after the “Most
Recent Balance Sheet” under the Merger Agreement relating to real estate tax
assessment on the Shenandoah ethanol plant land.  The value for real estate tax purposes had
been approximately $621,000 and the proposed new valuation by the county
assessor had increased to approximately $3,038,000.  GPRE is challenging the assessment.  If the county is

6

successful in the increased valuation, it would
result in approximately an additional $50,000 per year real estate tax
obligation.  GPRE believes it has
reasonable likelihood to succeed on its challenge and if not successful, it
does not view the financial impact of the increased tax as material.  It did however choose to disclose this item
to VBV in the disclosure schedule.

Unaudited Pro
Forma Condensed Combined Financial Statements and Related Notes Thereto, page 98

16.         We note your response to prior comment 68.  Please identify the entity that will be
purchasing the 6,000,000 shares of your stock at $10.00 per share.  Your disclosures elsewhere indicate that the
stock purchase will be made by Bioverda International Holdings Limited and
Bioverda US Holdings LLC, which your disclosures on page 11 indicate
currently own approximately 90% of VBV LLC.
In a similar manner to your response, please disclose that the stock
purchase agreement is contingent upon the occurrence of the merger.  Please disclose whether there is any
possibility for the stock purchase agreement not to occur upon the occurrence
of the merger.  Please also disclose what
consideration you gave as to whether the cash received in the stock purchase
agreement should be included in your purchase price calculation and allocation.

Additional disclosure has been made on page 104,
and, with respect to the consideration of the Stock Purchase in the
purchase-price allocation, page 105.
With respect to the possibility for the Stock Purchase not to occur upon
occurrence of the merger the fifth sentence of the second paragraph of Note 1
was added.

Note 1.  Basis of Presentation, page 101

17.         We note your response to prior comment 66.  Please disclose the nature and terms of any
contractual agreements, including management or cost sharing agreements, which
will be in place subsequent to the acquisition in the pro forma financial
statements and related notes.  Please
also disclose how you determined you did not need to give pro forma effect to
these arrangements.

Upon further analysis we have determined the
additional compensation resulting from the change of control under our chief
financial officer’s employment agreement and the execution of an employment
agreement with VBV’s chief executive officer

7

constitute material agreements or modifications
that are related to the transactions.  As
a result, additional pro forma adjustments for these items (Adjustment (g))
have been added on pages 102, 103 and 106.

18.         We note your response to prior comment 64.  It remains unclear how you arrived at the
depreciation adjustment amount of $355,000.
We continue to believe that you should present the detailed calculation
used to arrive at this amount.  Your
calculation should show the specific adjustment amount related to each asset
category and corresponding useful life.

Additional disclosure has been made to note (f) on
page 105 and 106.

Note 2.  Pro Forma Adjustments, page 101

19.         In your description of adjustment (b) you state
that amounts recorded for corn purchase contracts will be charged to earnings
in the periods the contracts mature.
Please expand your disclosure to provide a breakdown of when the
contracts mature with corresponding amounts.
Please also disclose that no pro forma adjustment has been included in
your pro forma statement of operations for these contracts.  Please also disclose with quantification how
changes in the value of the contracts and maturities would impact your
statement of operations.

A pro forma adjustment (Adjustment (e)) was
recorded to expense the portion of the corn purchase contracts that matured
during the period in the pro forma statement of operations for the three-month
period ended May 31, 2008 (which were added in Amendment No. 2).  However, no pro form

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

       DIVISION OF
CORPORATION FINANCE
      August 15, 2008

Mail Stop 7010

Via U.S. mail

Wayne B. Hoovestol
President and Chief Executive Officer
Green Plains Renewable Energy, Inc.
105 N. 31st Avenue, Suite 103
Omaha, Nebraska 68131

Re: Green Plains Renewable Energy, Inc.
 Registration Statement on Form S-4 Amendment No.1
 Filed on August 1, 2008
 File No.:  333-151900

Dear Mr. Hoovestol:

We have reviewed your filing and have the following comments.  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 lis ted at the end of  this letter.

General

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

2. Please revise your tax disclosure thr oughout the document to state that Stoel
Rives “has” opined or delivered their opinion instead of st ating that they
“will” deliver their opinion.

Letter to Shareholders
3. The letter still appears dense and confusing.  In the first paragraph, please state simply that you will acquire VBV, IBE and EGP since the details regarding the legal mechanics of the me rgers are disclosed elsewhere in the
prospectus.  In the second full paragr aph, please state simply that you have
received an opinion the mergers will be tax free reorganizations since the
details are disclosed elsewhere.

Wayne B. Hoovestol
Green Plains Renewable Energy, Inc.
August 15, 2008
Page 2

Summary, page 8

The Companies, page 8
VBV LLC, page 8

4. We note your response and revised disclo sure in response to comment 18 of
our prior letter.  Following our review of the supplemental materials, we note
that on page 3 of the Project Eagle Pr eliminary Bank Presentation dated April
21, 2008, VBV is characterized as a joint venture of NTR and Wilon.  Please
revise your disclosure to describe adequately the na ture of VBV’s business.
To the extent that VBV’s business ex tends beyond managing the operations of
IBE and EGP, please disclose what the other aspects of VBV’s business are.

Conditions to Completion of the Mergers, page 10

5. We note your revised disclosure in res ponse to comment 20 of our prior letter;
however, it seems that you have not a ddressed the circumstances under which
you would re-solicit the shareholders’ vot es.  Please revise your disclosure
accordingly.

Background of the Mergers, page 55

6. Please quantify your valuation disclosure to help investors understand how the
parties arrived at the 11,139,000 share num ber and what value that number of
GPRE shares represented at that time.

GPRE’s Reasons for the Mergers, page 61

7. Please quantify your disclosure related to the “modest” accretion to earnings
found in the fourth bullet poi nt of your disclosure.

VBV’s and VBV Subsidiaries’ Reas ons for the Mergers, page 62

8. From our review of the supplemental materials, we note that one of VBV’s
reasons for merging with GPRE was VBV members’ ability to achieve liquidity through receipt of  publicly traded common stock (see page 5 of the
Project Eagle Preliminary Bank Presen tation dated April 21, 2008).  To the
extent that this was a material reason for the mergers as well as a material
factor in determining the structure of the merger, please disclose.

Opinion of Financial Advisor, page 63

9. We also note that it is not clear how Duff & Phelps selected the “overall concluded value range in which” it assessed the overall fairness of the

Wayne B. Hoovestol
Green Plains Renewable Energy, Inc.
August 15, 2008
Page 3

transaction.  Please explain.

Discounted Cash Flow Analysis, page 67

10. We note your response to the first half  of comment 47 of our prior comment
letter.  Since Duff & Phelps relied on the projections and the quality of the
discounted cash flow analysis is direc tly related to the quality of the inputs
and assumptions used in its analysis, th e disclosure of projections appears to
be material to a voting shareholder in evaluating the discounted cash flow
analysis.   Please provide to us a detailed  legal analysis that explains why this
data is not material, or otherwise disclose the fina ncial projections used in
Duff & Phelps’ analysis necessary fo r the voting shareholders’ understanding
of the current disclosure.  Please note  that material information must be
disclosed, even if confidential.

Selected Public Companies’ Analysis, page 67

11. Based on our review of the supplemental materials, it is not clear what
variables Duff & Phelps used in determining the Adjusted Enterprise Values and the equity values in the selected  public companies’ analysis.  Please
explain.

Summary of Analysis, page 69

12. The range of values disclosed here differs from the range of values found in the discounted cash flow analysis on page 67 and the selected public
companies’ analysis on page 68.  Please explain the difference in values as
well as how you arrived to the 16,871,472 share number.

Material U.S. Federal Income Tax C onsequences of the Mergers, page 73
13. We note your revised disclosure in response to the third bullet point of comment 10 of our prior comment letter.  It remains unclear to us why the tax
summary is applicable “only to [the] Subsidiary Holders and Subsidiary Optionholders . . .” and not to GPRE and all of the Holders who are U.S. persons.  Please explain or revise  your disclosure accordingly.

The Merger Agreements, page 80

14. Following our review of the supplementa l materials you provided to us in
response to comment 55 of our prior co mment letter, we note the disclosure
related to Schedule 3.2(i) of the VBV merger agreement.  To the extent
material, please quantify the resulting tax liability and discuss whether this
liability may have a material adverse effect on the combined business.

Wayne B. Hoovestol
Green Plains Renewable Energy, Inc.
August 15, 2008
Page 4

15. The context of the disclo sure related to Schedule 4.2(g) of the VBV merger
agreement is ambiguous, and the refere nce to the undisclosed liability is
unclear.  Please explain to us suppl ementally the matters addressed by the
disclosure.

Unaudited Pro Forma Condensed Combined Financial Statements and Related Notes
Thereto, page 98
16. We note your response to prior comment 68.  Please identify the entity that
will be purchasing the 6,000,000 shares of your stock at $10.00 per share.
Your disclosures elsewhere indicate th at the stock purchase will be made by
Bioverda International Holdings Limited and Bioverda US Holdings LLC, which your disclosures on page 11 indi cate currently own approximately 90%
of VBV LLC.  In a similar manner to your response, please disclose that the stock purchase agreement is contingent  upon the occurrence of the merger.
Please disclose whether there is a ny possibility for the stock purchase
agreement not to occur upon the occurre nce of the merger.  Please also
disclose what consideration you gave as  to whether the cash received in the
stock purchase agreement should be included in your purchase price
calculation and allocation.

Note 1.  Basis of Presentation, page 101
17. We note your response to prior comment 66.  Please disclose the nature and
terms of any contractual agreements, including management or cost sharing
agreements, which will be in place subsequent to the acquisition in the pro forma financial statements and related notes.  Please also disclose how you
determined you did not need to give pr o forma effect to these arrangements.

18. We note your response to prior comment 64.  It remains unclear how you arrived at the depreciation adjustme nt amount of $355,000.  We continue to
believe that you should present the detailed  calculation used to arrive at this
amount.  Your calculation should show th e specific adjustment amount related
to each asset category and corresponding useful life.

Note 2.  Pro Forma Adjustments, page 101

19. In your description of adjustment (b) you state that amounts recorded for corn
purchase contracts will be  charged to earnings in the periods the contracts
mature.  Please expand your disclosure to provide a breakdown of when the
contracts mature with corresponding amounts.   Please also disclose that no pro
forma adjustment has been included in  your pro forma statement of operations
for these contracts.  Please also disc lose with quantifica tion how changes in

Wayne B. Hoovestol
Green Plains Renewable Energy, Inc.
August 15, 2008
Page 5

the value of the contracts and matur ities would impact your statement of
operations.

20. Please disclose how you determined it was appropriate to use a value of $10
per share.

21. You state that options to purchase 267,528 shares of GPRE common stock,
which were issued to convert options  to purchase IBE and EGP units, are
assumed to be exercised for the pro forma financial statements on the date the mergers are consummated.  Please furthe r disclose how you determined it was
appropriate to assume these options are exercised.  Please also disclose what
consideration you gave to SFAS 123(R) in accounting for the exchange of
these options, including whether the replacement awards should be accounted for as part of the purchase price, co mpensation, or a combination of both.
Please also disclose whet her or not the original options were vested and
whether the new options will or will not be vested.  Please also disclose how
you will account for the new options  subsequent to the acquisition.

Related Transactions of VBV and its Subsidiaries, page 124
22. Following our review of the supplementa l materials you provided to us in
response to comment 55 of our prior co mment letter, we note that Schedule
3.2(f) of the VBV merger agreement includes loans made by VBV to Mr.
Becker.  To the extent material, please disclose them in the filing.

Executive Compensation, Page 127
Compensation Discussion and Analysis, page 127

Long-Term Incentive Compensation, page 128

23. We note your revised disclosure in response to comment 74 of our prior
comment letter.  However, the revise d disclosure does not address how the
Compensation Committee measures the value of an “individual’s contributions to GPRE” and GPRE’s overa ll performance.  Please revise your
disclosure to addre ss our prior comment 74 in full.

Wayne B. Hoovestol
Green Plains Renewable Energy, Inc.
August 15, 2008
Page 6

Financial Statements

VBV LLC

Consolidated Statements of Cash Flows, page F-62

24. We note your response to prior comment 82.  Your restated statements of cash
flows reflect an increase in construction in progress for amounts still owed of
$18,220,685 for the year ended March 31, 2008.  In light of this, please help
us understand why the payments for c onstruction in progress, less retainage
line item as well as net cash used in  investing activities only changed by
$10,132,431 in your restated statements of cash flows.

Part II

Exhibit 8.1

25. We note that, other than the VBV merger, the tax opinion expresses no
opinion as to any other tax consequences of the mergers.  Please confirm that
you do not consider the fact that GPRE , its subsidiaries and VBV should not
recognize any gain or loss as a result of the EGP and IBE mergers to be a
material consequence.

26. With respect to your opinion set forth in point 5, please remove the following
language: “subject to the qualif ications set forth therein and in this letter, to
the extent they describe U.S. federal income tax laws or legal conclusions
with respect thereto”.

27. In the last paragraph, sin ce the opinion is addressed to VBV and Green Plains,
please delete the statement that it ma y not be relied upon by any other person
since shareholders are entitle d to rely on the opinion.

Wayne B. Hoovestol
Green Plains Renewable Energy, Inc.
August 15, 2008
Page 7

As appropriate, please amend your regist ration 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 cove r 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 amendmen t and responses to our comments.

We urge all persons who are responsible for the accuracy and adequacy of the
disclosure in the filing to be certain that the filing includes all in formation required under
the Securities Act of 1933 and that they have  provided all information investors require
for an informed investment decision.  Since the company and its management are in possession of all facts relating to a company’ s disclosure, they are responsible for the
accuracy and adequacy of the disclosure they have made.

Notwithstanding our comments, in the even  the company requests acceleration of
the effective date of the pending registration statement, it should furnish a letter, at the time of such request, acknowledging that:

• should the Commission or the staff, acting pursuant to delegated authority,
declare the filing effective, it does not foreclose the Commission from taking any
action with respect to the filing;

• the action of the Commission or the staff,  acting pursuant to delegated authority,
in declaring the filing effective, does not relieve the company from its full
responsibility for the adequacy  and accuracy of the disclosure in the filing; and

• the company may not assert staff comment s and the declaration of effectiveness
as a defense in any proceeding initiat ed by the Commission or any person under
the federal securities laws of the United States.

 In addition, please be advi sed that the Division of En forcement has access to all
information you provide to the staff of the Di vision of Corporation Finance in connection
with our review of your filing or in response to our comments on your filing.

 We will consider a written request for acceleration of the effective date of the
registration statement as conf irmation of the fact that t hose requesting acceleration are
aware of their respective re sponsibilities under the S ecurities Act of 1933 and the
Securities Exchange Act of 1934 as they rela te to the proposed public offering of the
securities specified in the above registration statement.  We will act  on the request and,
pursuant to delegated authority, grant acceleration of the effective date.

We direct your attention to Rules 460 and 461 regarding requesting acceleration of
a registration statement.  Please allow adequa te time after the filing of any amen dment for
further review before submitting a request for acceleration.  Please provide this request at

Wayne B. Hoovestol
Green Plains Renewable Energy, Inc.
August 15, 2008
Page 8

least two business days in advance of the requested effective date.

You may contact Nudrat Sa lik, Accountant, at (202) 551-3692 or Rufus Decker,
Accounting Branch Chief, at (202) 551-3769 if you have questions regarding comments
on the financial statements and related ma tters.  Please contact Era Anagnosti, Staff
Attorney, at (202) 551-3369 or the unders igned, at (202) 551-3767 with any other
questions.

Sincerely,

Jennifer R. Hardy
Legal Branch Chief

cc:  Via Facsimile @ (402) 964-5050

Michelle S. Mapes, Esq.
Husch Blackwell Sanders LLP
1620 Dodge Street, Suite 2100
Omaha, Nebraska 68102

CORRESP
1
filename1.htm

  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

2

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.

3

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

4

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?,

5

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.

6

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.

7

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

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

       DIVISION OF
CORPORATION FINANCE
      July 21, 2008

Mail Stop 7010

Via U.S. mail

Wayne B. Hoovestol
President and Chief Executive Officer
Green Plains Renewable Energy, Inc.
105 N. 31st Avenue, Suite 103
Omaha, Nebraska 68131

Re: Green Plains Renewable Energy, Inc.
 Registration Statement on Form S-4
 Filed on June 24, 2008
 File No.:  333-151900

Dear Mr. Hoovestol:

We have reviewed your filing and have the following comments.  Where
indicated, we think you should re vise your documents 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 deta iled as necessary in your explanation.  In
some of our comments, we may ask you to provi de us with information so we may better
understand your disclosure.  After reviewing th is information, we may raise additional
comments.

 Please understand that the purpose of our re view 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.

General

1. Please provide us supplementally with copies of all materials prepared by
your financial advisor and shared wi th 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 afte r we review these materials.

2. Please provide us supplementally with all financial information including
financial forecasts relating to perfor mance prepared by GPRE, VBV or their

Wayne B. Hoovestol
Green Plains Renewable Energy, Inc.
July 21, 2008
Page 2

financial advisors or affiliates and given or made available to the other party
or its representatives.

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.

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

5. We note that you filed a current re port 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.

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 ti me it is difficult to understand which
entity the acronyms reference.  Please re fer 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.”

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.

Shareholders’ Letter

8. The purpose of the letter is to provide the voting shareholders with a simple
and a clear explanation of the contemplat ed mergers.  Given the complexity of
the structure of the proposed transacti on and the various parties involved, the
lack of plain English disclosures make s your current disclosure quite dense
and difficult to understand.

• In accordance with Rule 421 of th e Securities Act of 1933 and Rule
14a-5(a) of the Exchange Act of 1934, please revise your disclosure to
describe the proposed transact ion in plain English.
• Since you estimate that, immediatel y 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.

Wayne B. Hoovestol
Green Plains Renewable Energy, Inc.
July 21, 2008
Page 3

• Prominently disclose that the exchange ratio is fixed and cannot be
adjusted regardless of GPRE stoc k 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.
9. Please indicate the percentage of GP RE 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.
10. Please disclose the tax consequences to shareholders on the cover of your
proxy statement/prospectus.  It is uncl ear 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.
• 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 disc lose what their opinion is, i.e.,
that the merger will be a tax-fr ee reorganization. Please delete all
statements that “you intend” for the merger to be treated as a
reorganization.  Please file the opi nion 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 me rger does not qualify as a Section
368(a) reorganization.
• Your “Material U.S. Federal In come Tax Consequences of the
Mergers” discussion on page 64 shou ld not be limited only to the
Subsidiary Holders, but to all Ho lders.  Please revise the first
paragraph of your disclosure 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.

Wayne B. Hoovestol
Green Plains Renewable Energy, Inc.
July 21, 2008
Page 4

• 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 without limitations, questio ns related to why the company’s
board is proposing the mergers, wh at 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.

• 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 cont emplated transaction.  For example,
the question “What will happen in th e Mergers; what is the Stock
Purchase?” should be broken in two different descriptive questions,
each addressing the two issues separately.

12. Please consider adding questions and an swers 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 whet her a merger certificate would have to
be filed with the appropriate state agency).

Questions and Answers about the Special Meeting of GPRE Sh areholders, 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 GPPRE 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.

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

Can I revoke my proxy or change my vot e even after return ing a proxy card?,
page 5

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 .

Wayne B. Hoovestol
Green Plains Renewable Energy, Inc.
July 21, 2008
Page 5

What GPRE shareholder a pprovals 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 ca st a the special meeting when a quorum is present .

Summary, page 7

17. In accordance with Rule 421 of the S ecurities Act of 1933 and Rule 14a-5(a)
of the Exchange Act of 1934, please re vise your disclosure to include a
graphical presentation of the contemplat ed transaction, iden tifying all of the
relationships among the pa rties to the mergers.

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.

Conditions to Completion of the Mergers, page 9

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

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.

Management After the Mergers, page 10

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

Regulatory Approvals, page 12

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

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 th e applicable rules governing shares held by affiliates

Wayne B. Hoovestol
Green Plains Renewable Energy, Inc.
July 21, 2008
Page 6

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 effectiv eness of this registration
statement.

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

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 reporte d on the pro forma balance sheet.
Please advise or revise as necessary.

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

27. Given the pro forma basic and diluted ear nings per share amounts for the year
ended March 31, 2008 of $0.05 and the exchange ratio of 7,498.369, it is not clear how you are arriving at  the equivalent pro forma per share amount of
$(475.13).  Please disclose the calculations used to arrive at the equivalent pro
forma per share amounts pursuant to Item 3(f) of Part I.A. of the Form S-4.

28. Please disclose that you ar e using an exchange rati o which does not include
the impact of the 3,373,103 shares of Gr een Plains Renewable Energy, Inc.
common stock issued to owners of th e minority interests in Indiana Bio-
Energy, LLC and Ethanol Grain Processors, LLC.

GPRE Market Price and Dividend Information, page 15

29. Please identify the date of the end of each quarter for which you are providing market price information.

Risk Factors, page 17

30. Each risk factor should address a di stinct material risk which should be
adequately described in the subheadi ng of each risk factor.  We note the
following as examples:

Wayne B. Hoovestol
Green Plains Renewable Energy, Inc.
July 21, 2008
Page 7

• It is not clear how disclo sure in the second risk factor on page 17 and the
first risk factor on page 21 is responsive to each descriptive subheading.
Further, your disclosure in the first bullet point of the risk factor “GPRE recently acquired GPG …” on page 27 is quite convoluted and unclear
about the risk that you are tryi ng to convey to the investors.
• In the first risk factor on page 17, your disclosure does not quite address
the reasons why change of the board composition may significantly impact the future operations of the combined company.  Your disclosure in the last paragraph of “The Companies’ business success is dependent on unproven management …” on page 23 addr esses the risk more directly.
• Risk factor disclosure should be co ncise and avoid lengthy discussions
about the factors surroundi ng the risk.  Disclosure  about the business of
GPRE, VBV, EGP and IBE should be c overed in the appropriate business
sections of the proxy statement/prospect us.  We note that your disclosure
in the risk factor “GPRE recently  acquired GPG …” on page 27 in
addition to being lengthy, it does not address the risks related to
integration of GPG’s business into that  of GPRE’s, but it rather focuses on
the risks related to GPG’s business.
Please revise your risk factors to th e extent necessary to improve the
effectiveness of your disclosure, focus on individual risks and remove redundant disclosure.

The Special Meeting of GPRE Shareholders, page 44
Expenses and Methods of Solicitation, page 45

31. If Broadridge will act as a proxy solicitor on GPRE’s behalf, please make appropriate disclosures in the proxy st atement/prospectus in accordance with
Item 4(a)(3) of Schedule 14A.  We note that in your proxy card (Exhibit 99.1)
the proxies may be mailed to the attention of Broadridge.

The Mergers, page 49

32. Your disclosures starting on page 49 through page 51 (not including the Background of the Mergers discussion on page 51) seem redundant with the
Questions and Answers and the Summary sections of the proxy statement/prospectus, and do not convey to the voting shareholders any new material information regarding the merger s.  Please remove or tell us why the
disclosures here are necessary.

Wayne B. Hoovestol
Green Plains Renewable Energy, Inc.
July 21, 2008
Page 8

Background of the Mergers, page 51

33. Your disclosure throughout this secti on does not describe in sufficient detail
GPRE’s and VBV’s strategic views of the business and the status of the
market at the time of the parties’ in itial meeting, or any other discussions
regarding possible strategic alternatives with third parties and th

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-7010

       DIVISION OF
CORPORATION FINANCE

Mail Stop 7010

May 7, 2008

Via U.S. mail and facsimile

Mr. Jerry L. Peters
Chief Financial Officer
Green Plains Renewable Energy, Inc.
105 North 31st Ave., Suite 103
Omaha, Nebraska 68131

 RE: Form 10-K for the fiscal year ended November 30, 2007
  Form 10-Q for the quart er ended February 29, 2008
   File No. 1-32924

Dear Mr. Peters:

We have completed our review of your Fo rm 10-K and related filings and have no
further comments at this time.

If you have any further questions regard ing our review of your filings, please
direct them to Nudrat Salik, Staff Accountant,  at (202) 551-3692 or, in her absence, to the
undersigned at (202) 551-3769.

       S i n c e r e l y ,

       R u f u s  D e c k e r
       A c c o u n t i n g  B r a n c h  C h i e f

CORRESP
1
filename1.htm

SEC CORRESPONDENCE

May 6, 2008

Via EDGAR

Securities and Exchange Commission

Division of Corporation Finance

Attention: Rufus Decker, Accounting Branch Chief

100 F Street, N.E.

Washington, D.C. 20549

Re:

Green Plains Renewable Energy, Inc.

File No. 1-32924

Ladies and Gentlemen:

On February 13, 2008, Green Plains Renewable Energy, Inc. (the “Company”) filed its annual report on Form 10-K (the “10-K Filing”) with the Securities and Exchange Commission (the “Commission”) pursuant to the Securities Act of 1934.  The Company received comments on the 10-K Filing from the Division of Corporation Finance (the “Staff”) of the Commission by letter dated March 19, 2008 (the “Initial Letter”).  On April 9, 2008, the Company filed its quarterly report on Form 10-Q for the period ended February 29, 2008 (the “10-Q Filing”) with the Commission.  On April 11, 2008, the Company filed its response letter (the “Response Letter”) with the Commission, which provided clarifying narratives to the Commission on topics discussed in the Initial Letter, and also specified disclosure revisions that had been incorporated into the 10-Q Filing.

The Company received additional comments from the Staff of the Commission by letter dated April 22, 2008 (the “Second Letter”) following a review by the Staff of the Response Letter and the 10-Q Filing.  We understand that the purpose of the Staff’s review process is to assist us in our compliance with applicable disclosure requirements and to enhance the overall disclosure in our filings.  This letter is provided by the Company in response to the comments in the Second Letter.  For your convenience, the comments in the Second Letter are provided below, followed by the Company’s responses.

FORM 10-Q FOR THE QUARTER ENDED FEBRUARY 29, 2008

Note 1.  Basis of Presentation

Revenue Recognition, page 8

Staff Comment:

 We note your response to prior comment 7.  You disclose that shipping costs are incurred by third-party brokers and factored into their net sales price rather than being charged back to you.  However, your response indicates that your contract with CHS Inc. requires you to bear all freight costs incurred by the buyer in delivering the product to its customer.  Please review your disclosure as necessary to clarify which party is responsible for shipping costs.

Company Response:

 We have the following wording as part of our Revenue Recognition policy footnote:  “As part of our contracts with these third-party brokers, shipping costs are incurred by them and factored into their purchase price rather than being charged directly to us.”

We will revise and add to that wording in our Revenue Recognition policy footnote in future filings as follows: “As part of our contracts with these third-party brokers, shipping costs incurred by them reduce the sales price they pay us.  Under our contract with CHS Inc., certain shipping costs for dried distillers grains are incurred directly by us, which are reflected in cost of goods sold.”

Item 4.  Controls and Procedures, page 26

Staff Comment:

 In your Form 10-K for the year ended November 30, 2007, you concluded that your disclosure controls and procedures were not effective because of the material weakness in internal controls over financial reporting identified.  In your Form 10-Q for the quarter ended February 29, 2008, you disclose that you had not tested your controls over revenue recognition cutoffs during fiscal 2008 and accordingly had not determined that the material weakness had been fully remediated.  In light of this, please disclose how you were able to conclude that your disclosure controls and procedures were effective.

Company Response:

 Disclosure controls and procedures are defined to mean "controls and procedures of a company that are designed to ensure that information required to be disclosed by the company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms.  The definition further states that disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that the information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the company’s management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure."  [Source:  Final Rule: Management’s Reports on Internal Control Over Financial Reporting and Certification of Disclosure in Exchange Act Periodic Reports issued by the Securities and Exchange Commission]

Internal control over financial reporting is defined as “a process designed by, or under the supervision of, the registrant’s principal executive and principal financial officers, or persons performing similar functions, and effected by the registrant’s board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles and includes those policies and procedures that:

     (1) Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the issuer;

2

      (2) Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the issuer are being made only in accordance with authorizations of management and directors of the registrant; and

     (3) Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the registrant’s assets that could have a material effect on the financial statements." [Source:  Final Rule: Management’s Reports on Internal Control Over Financial Reporting and Certification of Disclosure in Exchange Act Periodic Reports issued by the Securities and Exchange Commission]

We realize that there is substantial overlap between a company’s disclosure controls and procedures and its internal controls over financial reporting, and that components of internal control over financial reporting are included in disclosure controls and procedures for all companies.  In particular, disclosure controls and procedures include those components of internal control over financial reporting that provide reasonable assurances that transactions are recorded as necessary to permit preparation of financial statements in according with generally accepted accounting principles.  However, companies are allowed to make judgments regarding the processes on which they rely to meet their disclosure control requirements.

As of November 30, 2007, our independent auditors discovered that controls over revenue recognition cutoffs were not functioning properly, which, at that time, were controls that we relied upon as both disclosure controls and internal controls over financial reporting.  While we, working closely with our auditors, were able to perform additional procedures (subsequent to November 30, 2007) to ensure that revenue amounts recorded in our consolidated financial statements as of November 30, 2007 and disclosed in our Form 10-K filing were accurate, we were not able to conclude that disclosure controls and procedures, along with internal controls over financial reporting, were effective as of November 30, 2007.

Although we had not yet performed fiscal 2008 testing of our internal controls over financial reporting surrounding revenue recognition cutoffs as of February 29, 2008, we did perform additional substantive review of revenues recognized during the first quarter of fiscal 2008 to ensure proper recording and disclosure of revenue amounts at each month-end period.  Accordingly, when considered along with other disclosure controls and procedures in place, these additional substantive reviews of company revenues provided the compensating controls necessary for us to conclude that, in our opinion, overall disclosure controls and procedures were in place at February 29, 2008. These disclosure controls and procedures provided management with reasonable assurance that transactions were recorded as necessary to permit preparation of financial statements in according with generally accepted accounting principles as included in our Form 10-Q filing.

3

The Company acknowledges that:

·

it is responsible for the adequacy and accuracy of the disclosure in its filings;

·

staff comments, or changes to disclosure in response to staff comments in the filings reviewed by the staff, do not foreclose the Commission from taking any action with respect to the filing; and

·

the Company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Thank you very much for your review of and assistance with this response letter.  Please contact me by phone with your response to this letter at 402-884-8700, extension 1105.

Sincerely,

/s/ Jerry L. Peters

Jerry L. Peters

Chief Financial Officer

4

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-7010

       DIVISION OF
CORPORATION FINANCE

Mail Stop 7010

April 22, 2008

Via U.S. mail and facsimile

Mr. Jerry L. Peters
Chief Financial Officer
Green Plains Renewable Energy, Inc.
105 North 31st Ave., Suite 103
Omaha, Nebraska 68131

 RE: Form 10-K for the year  ended Novemb er 30, 2007
  Form 10-Q for the quart er ended February 29, 2008
   File No. 1-32924

Dear Mr. Peters:

  We have reviewed your response letter dated April 11, 2008 and have the
following additional comments.  If you disagree with our comment, we will consider your explanation as to why our comment is inapplicable or a revision is unnecessary.  Please be as detailed as nece ssary in your explanation.

 Please understand that the purpose of our re view 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.

FORM 10-K FOR THE YEAR ENDED NOVEMBER 30, 2007

General

1. Where a comment below requests additional disclosures or other revisions to be made, please show us in your supplemental response what the revisions will look like.  These revisions should be included in your future filings.

Mr. Jerry L. Peters
April 22, 2008
Page 2 of 2
FORM 10-Q FOR THE QUARTER  ENDED FEBRUARY 29, 2008

Note 1.  Basis of Presentation

Revenue Recognition, page 8

2. We note your response to prior comment 7.  You disclose that shipping costs are
incurred by third-party brokers and factored in to their net sales price rather than being
charged back to you.  However, your respons e indicates that your contract with CHS
Inc. requires you to bear all freight costs incurred by the buyer in delivering the product to its customer.  Please revise your disclosure as necessary to clarify which party is responsible for shipping costs.

Item 4.  Controls and Procedures, page 26

3. In your Form 10-K for the year ended November 30, 2007, you concluded that your
disclosure controls and procedures were  not effective because of the material
weakness in internal controls  over financial reporting identified.  In your Form 10-Q
for the quarter ended February 29, 2008, you disclose that you had not tested your
controls over revenue recognition cutoffs during fiscal 2008 and accordingly had not
determined that the material weakness had been fully remediated.   In light of this,
please disclose how you were able to conc lude that your disclosure controls and
procedures were effective.

*    *    *    *

 Please respond to these comments within 10 business days, or tell us when you will
provide us with a response.  Please provide us with a supplementa l response letter that
keys your responses to our comments and provides any requested supplemental information.  Detailed letters greatly facilitate our review.  Please file your supplemental
response on EDGAR as a correspondence file .  Please understand that we may have
additional comments after reviewin g your responses to our comments.

If you have any questions regarding these comments, please direct them to Nudrat
Salik, Staff Accountant, at ( 202) 551-3692 or, in her absence,  to the undersigned at (202)
551-3769.

       S i n c e r e l y ,

       R u f u s  D e c k e r
       Accounting Branch Chief

CORRESP
1
filename1.htm

SEC Response Letter

April 11, 2008

Via EDGAR

Securities and Exchange Commission

Division of Corporation Finance

Attention: Rufus Decker, Accounting Branch Chief

100 F Street, N.E.

Washington, D.C. 20549

Re:

Green Plains Renewable Energy, Inc.

File No. 1-32924

Ladies and Gentlemen:

On February 13, 2008, Green Plains Renewable Energy, Inc. (the “Company”) filed its annual report on Form 10-K (the “Filing”) with the Securities and Exchange Commission (the “Commission”) pursuant to the Securities Act of 1934.

The Company received comments on the Filing from the Division of Corporation Finance (the “Staff”) of the Commission by letter dated March 19, 2008 (the “Letter”), which is follow-up to a review of our Filing by the Staff.  We understand that the purpose of the Staff’s review process is to assist us in our compliance with applicable disclosure requirements and to enhance the overall disclosure in our filings.  This letter is provided by the Company in response to the comments in the Letter.  For your convenience, the comments in the Letter are provided below, followed by the Company’s responses.

Item 7.  Management’s Discussion and Analysis

Overview Superior plant, page 33

Staff Comment:

 You state that you believe you have sufficient funds available to complete the construction and commence operations of the Superior plant. You disclose the projected cost of this plant to be $95.7 million.  In your discussion of liquidity and capital resources on page 38, you disclose that you have $11.9 million in cash and equivalents and $31.6 million available under committed loan agreements.  In light of your current contractual obligations, please expand your disclosure to address how you determined you have sufficient funds available to complete the construction of the Superior plant and commence operations.

Company Response:

 Costs incurred to-date at November 30, 2007 for the Superior ethanol facilities totaled approximately $77,789,000.  Based on estimated total facilities cost of $95,734,000, amounts available under the Superior loan agreement, which approximated $28,012,000 as of November 30, 2007, along with cash on hand, if necessary, are expected to be sufficient to fund the remaining $17,945,000 of costs expected to complete the project plus pre-production period and working capital costs estimated at up to $10 million.

We have incorporated enhanced disclosures related to how we support our belief that we have sufficient funds available to complete the construction and commence operation of the Superior plant in discussions related to that plant on page 19 (in Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations) in our Form 10-Q filing for our first fiscal quarter ended February 29, 2008.

Contractual Obligations, page 42

Staff Comment:

 Please separately present estimated interest payments on your debt.  Please also disclose any assumptions you made to derive these amounts.

Company Response:

 As requested, we will present a separate line item in the Contractual Obligations table related to estimated interest payments on our outstanding debt, along with a brief footnote discussion of assumptions used to derive these amounts. We have incorporated this revised form of disclosure in our Form 10-Q filing for our first fiscal quarter ended February 29, 2008.

Financial Statements

Consolidated Statements of Cash Flows, page F-7

Staff Comment:

 Please tell us how you determined it was appropriate to reflect the payment of utility services deposits as cash flows from investing activities instead of cash flows from operating activities in accordance with paragraphs 15 through 17 of SFAS 95.  Your response should explain the terms of the deposit, including whether the deposit is refundable as well as whether this deposit will be applied to amounts owed for future usage of utility services.

2

Company Response:

 In determining whether it was appropriate to reflect the payment of utility services deposits as cash flows from investing activities instead of cash flows from operating activities, we considered the following.

 Superior Ethanol, L.L.C., our wholly-owned subsidiary, entered into a [10]-year firm service with Northern Natural Gas Company (“NNG”) for natural gas transportation service to its ethanol plant.  Under NNG’s gas tariff, we were required to establish creditworthiness under one or more identified alternatives.  We agreed to establish an escrow account with a third-party.  Deposits in the account are invested in a money-market mutual fund by the escrow agent and are held on behalf of NNG and Superior Ethanol.  Key provisions of the escrow agreement follow.  The escrow account was established to ensure funds are available to constitute security agreed to and required by Section 46 of the General Terms and Conditions of NNG’s FERC Gas Tariff.  If we fail to pay for services pursuant to NNG’s Tariff, the escrow agreement shall terminate and the funds deposited shall be delivered to NNG no later than the next business day.  If the escrow account contains an amount in excess of the amount of security allowed by NNG’s Tariff, the escrow agent shall disburse the amount in excess to us, as set forth in the notice from NNG, within five business days.  In the event that the escrow agent receives a written notification from NNG that we have obtained creditworthy status as defined in NNG’s Tariff, or have provided a Letter of Credit and are no longer required to provide security, the escrow agreement shall terminate and the funds deposited shall be returned to us no later than the next business day.

As stated in paragraphs 15 and 17 of SFAS 95, cash outflows for investing activities includes payments to acquire “property, plant and equipment and other productive assets, that is, assets held for or used in the production of goods or services by an enterprise (other than materials that are part of the enterprise’s inventory).”  We believe the escrow deposits are long-term assets deposited in a mutual fund investment with restricted transferability and are being held for the production of goods by us.  The deposits are not being used, nor do we plan to use them, as payment for current utility services.  As a result, the payments are appropriately considered investing outflows as opposed to operating outflows. To further clarify the nature of these escrow deposits, we changed the description in our Form 10-Q filing for our first fiscal quarter ended February 29, 2008 to “Third-party deposits securing utility services.”

3

Note 1.  Description of Business and Summary of Significant Accounting Policies, page F-9 General

Staff Comment:

 Please disclose the types of expenses that you include in the cost of goods sold line item and the types of expenses that you include in the operating expenses line item. Please also disclose whether you include inbound freight charges, purchasing and receiving costs, inspection costs, warehousing costs, internal transfer costs, and the other costs of your distribution network in the cost of revenues line item. With the exception of warehousing costs, if you currently exclude a portion of these costs from cost of goods sold, please disclose:

·

in a footnote the line items that these excluded costs are included in and the amounts included in each line item for each period presented, and

·

in MD&A that your gross margins may not be comparable to those of other entities, since some entities include all of the costs related to their distribution network in cost of goods sold and others like you exclude a portion of them from gross margin, including them instead in a line item, such as operating expenses.

Company Response:

 Cost of goods sold includes costs for direct labor, materials and certain plant overhead costs.  Direct labor includes all compensation and related benefits of non-management personnel involved in the operation of our ethanol plants. Direct materials consist of the costs of corn feedstock, denaturant, and process chemicals.  Corn feedstock costs include realized and unrealized gains and losses on related derivative financial instruments, inbound freight charges, inspection costs and internal transfer costs.  Grain purchasing and receiving costs, other than labor costs for grain buyers and scale operators, are also included in cost of goods sold.  Plant overhead costs primarily consist of plant utilities, sales commissions and outbound freight charges.

Operating expenses are primarily general and administrative expenses for employee salaries, incentives and benefits; office expenses; director compensation; and professional fees for accounting, legal, consulting, and investor relations activities; as well as depreciation and amortization costs.

We have included “Cost of Goods Sold” and “Operating Expenses” accounting policy disclosures in Note 1 in our Form 10-Q filing for our first fiscal quarter ended February 29, 2008.  We have also incorporated additional descriptions of these costs in our Results of Operations disclosures (in Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations), including disclosure that our gross margins may not be comparable to those of other ethanol production entities since some entities directly incur costs of distribution as part of their cost of goods sold while we sell our products at a price that is net of distribution costs and report net revenues received from our third-party broker customers.

4

Recoverable Rail Line Costs, page F-11

Staff Comment:

 You recorded an asset of $3.5 million at November 30, 2006 and November 30, 2007 for recoverable rail line costs.  Please help us understand how you determined it was appropriate to capitalize the $3.5 million paid for renovation costs instead of recording as an expense in the period paid.  Your disclosures indicate that the provision for reimbursement is contingent on sufficient rail cars being placed on the rail line.  Please tell us whether the terms of this contingency have been met as well as whether you have been reimbursed for any of these recoverable rail line costs.  If so, tell us the amounts which have been reimbursed.  For any amounts not reimbursed, tell us when you expect to be reimbursed.

Company Response:

 To secure rail access to our Shenandoah ethanol plant, we entered into a contract with Burlington Northern Santa Fe (“BNSF”) that required us to pay rail line renovation costs for the spur track from Red Oak, Iowa to the plant. Included in the contract is a provision for shipping cost rebates of up to $3.5 million provided sufficient rail traffic, measured annually, is achieved on the line. The term of the contract is nine years commencing from the date of our first billed shipment from the Shenandoah plant, which was late August 2007. The rebates are recorded as a reduction to the recoverable rail line costs until the full amount has been recovered. If the track is sold by BNSF, the agreement provides for repayment to us for any portion of the unrecovered renovation costs. We review this asset for impairment whenever events or changes in circumstances indicate that the carrying amount of these rail line costs may not be recoverable.

As discussed in the previous paragraph, the calculation of potential shipping cost rebates is computed annually, over a nine-year period.  The first such calculation will be completed subsequent to August 2008.  Accordingly, we have not currently been reimbursed for any of these recoverable rail line costs. At this time, we cannot definitively determine when (over this nine-year period) we expect to be reimbursed; however, we believe nearly all of the rebates will be realized more than one year from the financial statement date, supporting our classification of this as a long-term asset.

We have included disclosures pertaining to these Recoverable Rail Line Costs in Note 4 in our Form 10-Q filing for our first fiscal quarter ended February 29, 2008.

5

Revenue Recognition, page F-12

Staff Comment:

 On page F-23 you disclose that you have executed a lease contract for 100 rail cars for a ten-year period for $68,700 per month for the Shenandoah facility.  You use these rail cars to ship dried distiller grains to customers.  For the dried distiller grains for which you are responsible for shipping to customers, please expand your disclosure to address at which point you record revenues.  Please address how you determined the criteria included in the first sentence of your revenue recognition policy have been satisfied at this time.

Company Response:

 CHS Inc. (“CHS”), our third-party broker who is our customer, uses these rail cars to move dried distillers grains to their customers, which we have no control over.

We sell all of our ethanol and the majority of our distillers grains to third-party brokers, who are our customers for purposes of revenue recognition, pursuant to contracts with these brokers.  These third-party brokers are responsible for subsequent sales, marketing, and shipping of our products.  Accordingly, once the ethanol or distillers grains are loaded into rail cars and bills of lading are generated, the criteria for revenue recognition are considered to be satisfied and sales are recorded.

Our contract with CHS states that the product is sold “FOB Plant” (i.e. title, risk of loss and full shipping responsibility shall pass to buyer (CHS) upon loading the distillers grains into trucks or rail cars and delivering to buyer the bill of lading for each such shipment).  Additionally, buyer shall schedule the loading and shipping of all outbound distillers grains purchased by buyer.  Another provision of our contract with CHS is that we bear all freight costs incurred by buyer in delivering the product to its customer.  Accordingly, we determined that it would be cheaper to lease the rail cars than to pay the freight rates offered by CHS.  This lease cost is considered as part of our freight costs, which are included in cost of goods sold.

We have revised our Revenue Recognition accounting policy in Note 1 in our Form 10-Q filing for our first fiscal quarter ended February 29, 2008 to clarify that the third-party brokers are our customers, and that they are responsible for subsequent sales, marketing, and shipping of the ethanol and distillers grains.

We have revised wording under Sales and Marketing in Note 11 in our Form 10-Q filing for our first fiscal quarter ended February 29, 2008 to clarify that CHS Inc. uses rail cars provided by us to ship the dried distillers grains to their customers.”

6

Revenue Recognition, page F-12

Staff Comment:

 Please expand your revenue recognition policy to address how you recognize revenue related to grain merchandising and storage.

Company Response:

 As requested, in future filings, we will expand our Revenue Recognition policy to address revenues from grain merchandising and storage as follows: “Grain sales are recorded after the commodity has been delivered to its destination and final weights, grades and settlement prices have been agreed upon with the customer.  Revenues from grain storage are recognized as services are rendered.  Revenues related to grain merchandising are presented gross.”

We have included this additional wording in the Revenue Recognition policy in Note 1 in our Form 10-Q filing for our first fiscal quarter ended February 29, 2008.

Note 9.  Earnings Per Share, page F-21

Staff Comment:

 For each period presented, please disclose separately for each type of security the number of shares that were not included in diluted EPS because they were antidilutive.

Company Response:

 In Note 9, Earnings Per Share, in our Form 10-Q filing for our first fiscal quarter ended February 29, 2008, we have separately disclosed each type of security and the related number of shares that were not included in dil

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-7010

       DIVISION OF
CORPORATION FINANCE

Mail Stop 7010

March 19, 2008

Via U.S. mail and facsimile

Mr. Jerry L. Peters
Chief Financial Officer
Green Plains Renewable Energy, Inc.
105 North 31st Ave., Suite 103
Omaha, Nebraska 68131

 RE: Form 10-K for the fiscal year ended November 30, 2007
   File No. 1-32924

Dear Mr. Peters:

  We have reviewed these filings a nd have the following comments.  If you
disagree with a comment, we will consider your explanation as to why our comment is
inapplicable or a revision is unnecessary.  Pl ease 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 re view 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.

FORM 10-K FOR THE YEAR ENDED NOVEMBER 30, 2007

General

1. Where a comment below requests additional disclosures or other revisions to be
made, please show us in your supplemental response what the revisions will look like.
These revisions should be included in your future filings.

Mr. Jerry L. Peters
March 19, 2008
Page 2 of 4
Item 7.  Management’s Discussion and Analysis

Overview

Superior plant, page 33

2. You state that you believe you have sufficient funds available to complete the
construction and commence operations of the Superior plant.  You disclose the projected cost of this plant to be $95.7 million.  In your discussion of liquidity and
capital resources on page 38, you disclose that you have $11.9 million in cash and equivalents and $31.6 million av ailable under committed loan agreements.  In light of
your current contractual oblig ations, please expand your disclosure to address how
you determined you have sufficient funds avai lable to complete the construction of
the Superior plant and commence operations.

Liquidity and Capital Resources

Contractual Obligations, page 42

3. Please separately present estimated intere st payments on your debt.  Please also
disclose any assumptions you made to derive these amounts.

Financial Statements

Consolidated Statements of Cash Flows, page F-7

4. Please tell us how you determined it was appr opriate to reflect th e payment of utility
services deposits as cash flows from invest ing activities instead of cash flows from
operating activities in accord ance with paragraphs 15 through 17 of SFAS 95.  Your
response should explain the terms of the deposit, including whether the deposit is
refundable as well as whether this deposit wi ll be applied to amounts owed for future
usage of utility services.

Note 1.  Description of Business and Summar y of Significant Acc ounting Policies, page
F-9

General

5. Please disclose the types of expenses that you include in the cost of goods sold line
item and the types of expenses that you incl ude in the operating expenses line item.
Please also disclose whether you include inbound freight charges, purchasing and receiving costs, inspection co sts, warehousing costs, intern al transfer costs, and the
other costs of your distribution network in th e cost of revenues line item.  With the

Mr. Jerry L. Peters
March 19, 2008
Page 3 of 4
exception of warehousing costs, if you curren tly exclude a portion of these costs from
cost of goods sold, please disclose:
• in a footnote the line items that thes e excluded costs are included in and the
amounts included in each line item for each period presented, and
• in MD&A that your gross margins may not  be comparable to those of other
entities, since some entities include all of the costs related to their distribution
network in cost of goods sold  and others like you exclude a portion of them from
gross margin, including them instead in a line item, such as operating expenses.

Recoverable Rail Line Costs, page F-11

6. You recorded an asset of $3.5 million at November 30, 2006 and November 30, 2007 for recoverable rail line costs.  Please he lp us understand how you determined it was
appropriate to capitalize the $3.5 million paid for renovation costs instead of
recording as an expense in the period paid.  Your di sclosures indicate that the
provision for reimbursement is contingent  on sufficient rail cars being placed on the
rail line.  Please tell us whether the terms of this contingency have been met as well as whether you have been reimbursed for any of  these recoverable rail  line costs.  If
so, tell us the amounts which have been reimbursed.  For any amounts not reimbursed, tell us when you expect to be reimbursed.

Revenue Recognition, page F-12

7. On page F-23 you disclose that you have ex ecuted a lease contract for 100 rail cars
for a ten-year period for $68,700 per month for the Shenandoah facility.  You use
these rail cars to ship dried distiller grains to customers.  For the dried distiller grains
for which you are responsible for shippi ng to customers, please expand your
disclosure to address at which point you record revenue s.  Please address how you
determined the criteria included in the first sentence of your revenue recognition
policy have been satisfied at this time.

8. Please expand your revenue recognition pol icy to address how you recognize revenue
related to grain merchandising and storage.

Note 9.  Earnings Per Share, page F-21

9. For each period presented, please disclose sepa rately for each type of security the
number of shares that were not included in diluted EPS because they were antidilutive.

*    *    *    *

Mr. Jerry L. Peters
March 19, 2008
Page 4 of 4
  Please respond to these comments with in 10 business days, or tell us when you
will provide us with a response.  Please pr ovide us with a supplemental response letter
that keys your responses to our comment s and provides any requested supplemental
information.  Detailed letters greatly facilitate our review.  Please file your supplemental
response on EDGAR as a correspondence file .  Please understand that we may have
additional comments after reviewin g your responses to our comments.

We urge all persons who are responsible for the accuracy and adequacy of the
disclosure in the filings reviewed by the staff to be certain that they have provided all information investors require for an info rmed decision.  Since the company and its
management are in possession of all facts re lating to a company’s disclosure, they are
responsible for the accuracy and adequacy of the disclosures they have made.

 In connection with responding to our comments, please provide, in writing, a statement from the company acknowledging that:
• the company is responsible for the adequacy  and accuracy of the disclosure in their
filings;
• staff comments or changes to disclosure  in response to staff comments do not
foreclose the Commission from taking any action with respect to the filing; and
• the company may not assert staff comments as a defense in any proceeding initiated
by the Commission or any person under the federal securities laws of the United States.

  In addition, please be advi sed that the Division of En forcement has access to all
information you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filing or in response to our comments on your filing.

If you have any questions regarding these comments, please direct them to Nudrat
Salik, Staff Accountant, at ( 202) 551-3692 or, in her absence,  to the undersigned at (202)
551-3769.

       S i n c e r e l y ,

       R u f u s  D e c k e r
       Accounting Branch Chief

CORRESP
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filename1.htm

Acceleration Letter

January 2, 2008

Ms. Pamela A. Long

Assistant Director

Division of Corporate Finance

U.S. Securities and Exchange Commission

Washington, D.C. 20549-0404

Re:

Acceleration Request

Green Plains Renewable Energy, Inc. (the “Company”)

Registration Statement on Form S-4

File No. 333-147831

Ladies and Gentlemen:

Pursuant to Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended, the Company hereby requests that the effective date of the above captioned Registration Statement be accelerated so that the Registration Statement may become effective at 4:00 Eastern Time on January 4, 2008, or as soon thereafter as is convenient.

In connection with this request, the Company hereby acknowledges that:

·

Should the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing;

·

the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Company from its full responsibility for the adequacy and accuracy for the disclosure in the filing; and

·

the Company may not assert staff comments and the declaration of effectiveness as a defense in any proceedings initiated by the Commission or any person under the federal securities laws of the United States.

Thank you in advance for your assistance in this matter.

GREEN PLAINS RENEWABLE ENERGY, INC.

/s/ Wayne B. Hoovestol

Wayne B. Hoovestol

Chief Executive Officer

105 N. 31st Avenue, Suite 103

Omaha, Nebraska  68131

CORRESP
1
filename1.htm

Converted by EDGARwiz

BLACKBURN & STOLL, LC

Attorneys at Law

257 East 200 South, Suite 800

Salt Lake City, Utah 84111

Telephone (801) 521-7900

Fax (801) 521-7965

Eric L. Robinson

Direct (801) 578-3553

December 27, 2007

Ms. Pamela A. Long

Assistant Director

U.S. Securities and Exchange Commission

Washington, D.C. 20549-0404

Re:

Green Plains Renewable Energy, Inc.

Registration Statement on Form S-4

Filed on: December 5, 2007

File No. 333-147831

Dear Ms. Long:

This letter is submitted on behalf of Green Plains Renewable Energy, Inc. (the “Company”) in response to the comments of the staff of the Division of Corporation Finance of the Securities and Exchange Commission (“SEC”) with respect to the Company's Registration Statement of Form S-4 that was filed on December 5, 2007 (the “Registration Statement”). We appreciate the careful review and the useful comments provided by the staff.  The accompanying amendment to the Registration Statement has been revised in response to the staff’s comment, has been revised to increase the number of shares being registered, and has been updated to reflect developments in the Company's business.

The following sets forth the SEC staff’s comments as reflected in the staff’s letter dated December 19, 2007, and the corresponding responses of the Company to those comments that require responses. Factual information was provided to us by the Company without independent verification by us. SEC staff comments are provided in italicized print and in numerical sequence in this letter, and the corresponding responses of the Company, where required, are shown in indented text.

Prospectus Cover Page

1. Disclose title and aggregate number of shares of common stock that are being registered and will be issued in connection with the proposed merger.

The cover page has been revised to include this information.

2. Disclose the consideration to be received by existing Green Plains Renewable Energy shareholders in the proposed merger.

The cover page has been revised to state that the shareholders of Green Plains Renewable Energy will receive no consideration in connection with the proposed merger.

Ms. Long

December 27, 2007

Page 2

3. Briefly describe other material terms of the proposed merger.

The cover page has been revised to include this information.

4. State whether any national securities exchange or the Nasdaq Stock Market lists the securities being offered, naming the particular market(s) and identifying the trading symbol(s) for those securities.

The cover page has been revised to include this information.

Please contact the undersigned with any questions or comments regarding this letter. Thank you in advance for your assistance in this matter.

 Very truly yours,

BLACKBURN & STOLL, LC

/s/ Eric L. Robinson

Eric L. Robinson

cc:

Mr. Wayne B. Hoovestol

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-0404

       DIVISION OF
CORPORATION FINANCE
      December 19, 2007
 Mail Stop 7010
Via U.S. mail and facsimile

Mr. Wayne B. Hoovestol, President      and Chief Executive Officer Green Plains Renewable Energy, Inc. 105 N. 31
st Avenue, Suite 103
Omaha, Nebraska   68131  Re: Green Plains Renewable Energy, Inc.
 Registration Statement on Form S-4
 Filed on:  December 5, 2007  File No.:  333-147831  Dear Mr. Hoovestol:
We have limited our review of your filing to those issues we have addressed in
our comments.  Where indicated, we think you should revise your document in response
to these comments.  If you disagree, we w ill consider your explanation as to why our
comment is inapplicable or a revision is unneces sary.  Please be as detailed as necessary
in your explanation.  In some of our comme nts, we may ask you to provide us with
supplemental information so we may better understand your disclosure.  After reviewing
this information, we may raise additional comments.   Please understand that the purpose of our re view 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.

Prospectus Cover Page

 Include the following additional information on the prospectus cover page.
1. Disclose title and aggregate number of shares of common stock that are being registered and will be issued in c onnection with the proposed merger.

Mr. Wayne B. Hoovestol
Green Plains Renewable Energy, Inc.
December 19, 2007 Page 2
2. Disclose the consideration to be rece ived by existing Green Plains Renewable
Energy shareholders in the proposed merger.
3. Briefly describe other material  terms of the proposed merger.
4. State whether any national securities excha nge or the Nasdaq Stock Market lists
the securities being offered, naming the pa rticular market(s) and identifying the
trading symbol(s) for those securities.

 We urge all persons who are responsible for the accuracy and adequacy of the
disclosure in the filing to be certain that the filing includes all in formation required under
the Securities Act of 1933 and that they have  provided all information investors require
for an informed investment decision.  Since the company and its management are in possession of all facts relating to a company’ s disclosure, they are responsible for the
accuracy and adequacy of the disclosure they have made.
 Notwithstanding our comments, in the even t the company requests acceleration of
the effective date of the pending registration statement, it should furnish a letter, at the time of such request, acknowledging that:

• should the Commission or the staff, acting pursuant to delegated authority,
declare the filing effective, it does not foreclose the Commission from taking any
action with respect to the filing;

• the action of the Commission or the staff,  acting pursuant to delegated authority,
in declaring the filing effective, does not relieve the company from its full
responsibility for the adequacy  and accuracy of the disclosure in the filing; and

• the company may not assert staff comment s and the declaration of effectiveness
as a defense in any proceeding initiat ed by the Commission or any person under
the federal securities laws of the United States.

 In addition, please be advi sed that the Division of En forcement has access to all
information you provide to the staff of the Di vision of Corporation Finance in connection
with our review of your filing or in response to our comments on your filing.   We will consider a written request for acceleration of the effective date of the registration statement as conf irmation of the fact that t hose requesting acceleration are
aware of their respective re sponsibilities under the S ecurities Act of 1933 and the
Securities Exchange Act of 1934 as they rela te to the proposed public offering of the
securities specified in the above registration statement.  We will act  on the request and,
pursuant to delegated authority, grant acceleration of the effective date.

Mr. Wayne B. Hoovestol
Green Plains Renewable Energy, Inc. December 19, 2007 Page 3    We direct your attention to Rules 460 and 461 regarding requesting acceleration
of a registration statement.  Please allow ad equate time after the filing of any amendment
for further review before submitting a request for acceleration.  Please provide this request at least two business days in a dvance of the requested effective date.

You may contact Dorine H. Miller, Financ ial Analyst at (202) 551-3711 or, in her
absence, contact me at (202) 551-3765.

Sincerely,

  Pamela A. Long Assistant Director

<DOCUMENT>
<TYPE>CORRESP
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>

                       GREEN PLAINS RENEWABLE ENERGY, INC.
                              9635 Irvine Bay Court
                               Las Vegas, NV 89147

                                  March 7, 2005

Ms. Jennifer Hardy
Branch Chief
Division of Corporate Finance
U.S. Securities and Exchange Commission
Washington, D.C. 20549-0510

      Re:    Acceleration Request
             Green Plains Renewable Energy, Inc. (the "Company")
             Registration Statement on Form S-1
             File No. 333-121321

Ladies and Gentlemen:

         Pursuant to Rule 461 of the General Rules and Regulations under the
Securities Act of 1933, as amended, Green Plains Renewable Energy, Inc. (the
"Company") hereby requests that the effective date of the above captioned
Registration Statement be accelerated so that the Registration Statement may
become effective on Wednesday, March 9, 2005, or as soon thereafter as is
convenient.

         In connection with this request, the Company hereby acknowledges that:

         o        Should the Commission or the staff, acting pursuant to
                  delegated authority, declare the filing effective, it does not
                  foreclose the Commission from taking any action with respect
                  to the filing;

         o        the action of the Commission or the staff, acting pursuant to
                  delegated authority, in declaring the filing effective, does
                  not relieve the Company from its full responsibility for the
                  adequacy and accuracy of the disclosure in the filing; and

         o        the Company may not assert staff comments and the declaration
                  of effectiveness as a defense in any proceeding initiated by
                  the Commission or any person under the federal securities laws
                  of the United States.

         Thank you in advance for your assistance in this matter.

                                            GREEN PLAINS RENEWABLE ENERGY, INC.

                                            /s/ Barry A. Ellsworth

                                            Barry A. Ellsworth
                                            President
</TEXT>
</DOCUMENT>

<DOCUMENT>
<TYPE>CORRESP
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>

                              BLACKBURN & STOLL, LC
                                Attorneys at Law
                         77 West Second South, Suite 400
                           Salt Lake City, Utah 84101
                            Telephone (801) 521-7900
                               Fax (801) 521-7965
                                                                Eric L. Robinson
                                                           Direct (801) 578-3553

                                  March 4, 2005

Ms. Pamela A. Long
Assistant Director
U.S. Securities and Exchange Commission
Mail Stop 0510
Washington, D.C. 20549-0510

      Re:    Green Plains Renewable Energy, Inc.
             Form S-1/A, Filed February 28, 2005
             File No. 333-121321

Dear Ms. Long:

         This letter is submitted on behalf of Green Plains Renewable Energy,
Inc. (the "Company") in response to the comments of the staff of the Division of
Corporation Finance of the Securities and Exchange Commission ("SEC") with
respect to the Company's Registration Statement of Form S-1/A that was filed on
February 28, 2005 (the "Registration Statement"). We appreciate the careful
review and the useful comments provided by the staff. The accompanying amendment
to the Registration Statement has been revised in response to the staff's
comment and has been updated to reflect developments in the Company's business.

         The following sets forth the SEC staff's comments as reflected in the
staff's letter dated March 3, 2005, and the corresponding responses of the
Company to those comments that require responses. Factual information was
provided to us by the Company without independent verification by us. SEC staff
comments are provided in italicized print and in numerical sequence in this
letter, and the corresponding responses of the Company, where required, are
shown in indented text.

Business, page 31
Our Primary Competition, page 40

         1. We note your new risk factor on page 16. Please expand your
disclosure in this section to discuss competition from foreign producers of
ethanol.

         The risk factor and the discussion in the business section has been
         revised to respond to this comment. See pages 16 and 39.

<PAGE>
Ms. Long
March 4, 2005
Page 2

Report of Independent Registered Public Accountants, page F-1

         2. We have read your response to our comment 8. Your response indicates
that your auditor's report has been revised to indicate that they conducted
their audit in accordance with "the standards of the Public Company Accounting
Oversight Board (United States)" rather than in accordance with "auditing
standards of the Public Company Accounting Oversight Board (United States)."
However, it does not appear that this change bas been made in the auditor's
report included in this filing on Form S-1/A. Please obtain and include from
your auditors a revised opinion. Refer to PCAOB Standard No. 1, Exhibit 2

         The auditor's report has been revised which removed the word
         "auditing". The sentence indicates "We conducted our audit in
         accordance with the standards of the Public Company Accounting
         Oversight Board (United States)."

         3. We have read your response to our comment 9. While the revised audit
report obtained from your auditors has dual dated the effects of the
restatements as described in Note 5, it does not reference the restatement to
record stock-based compensation, the reclassification of the deposit in your
statement of cash flows, and the footnote that discusses each in greater detail
within the audit report itself. Please obtain and include in your amended
filing, an updated opinion from your auditors, as well as an updated consent.

         The auditor's report has been revised to include the reference to the
         restatement for the stock-based compensation and the reclassification
         of the deposit in the statement of cash flows. Additionally, we have
         included footnote 5 that discusses each of these in greater detail in
         accordance with APB 20 paragraph 37.

Statement of Cash Flows, page F-5

         4. Your statement of cash flows does not present the $37,500 adjustment
relating to stock based compensation required to reconcile the net loss to the
net cash used by operating activities. Please revise to include this. Refer to
paragraphs 28 and 29 of SPAS 95.

         The statement of cash flows was improperly formatted which did not
         clearly present the $37,500 adjustment relating to stock-based
         compensation. We have revised the formatting to properly reflect the
         adjustment.

<PAGE>
Ms. Long
March 4, 2005
Page 3

Exhibit 23.1, Consent of L.L. Bradford & Company, LLC

         5. We have read your response to our comment 9. Your updated consent
from your auditors references their consent in the registration statement filed
on Form S-1. Please obtain and include an updated consent from your auditors
which references their consent to your registration statement filed on Form
S-1/A.

         We have obtained and included an updated consent from our auditors
         which references their consent to our registration statement filed on
         Form S-1/A.

         Please contact the undersigned at (801) 578-3553 with any questions or
comments regarding this letter. Thank you for your assistance in this matter.

                                                     Very truly yours,

                                                     BLACKBURN & STOLL, LC

                                                     /s/ Eric L. Robinson

                                                     Eric L. Robinson

cc: Mr. Barry Ellsworth
</TEXT>
</DOCUMENT>

<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>
March 3, 2005

Mail Stop 0510

Via U.S. mail and facsimile

Mr. Barry A. Ellsworth
Green Plains Renewable Energy, Inc.
9635 Irvine Bay Court
Las Vegas, NV 89147

Re: 	Green Plains Renewable Energy, Inc.
Form S-1/A filed February 28, 2005
File No. 333-121321

Dear Mr. Ellsworth:

      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.

Business, page 31
Our Primary Competition, page 40

1. We note your new risk factor on page 16.  Please expand your
disclosure in this section to discuss competition from foreign
producers of ethanol.

Report of Independent Registered Public Accountants, page F-1

2. We have read your response to our comment 8.  Your response
indicates that you auditor`s report has been revised to indicate
that
they conducted their audit in accordance with "the standards of
the
Public Company Accounting Oversight Board (United States)" rather
than in accordance with "auditing standards of the Public Company
Accounting Oversight Board (United States)."  However, it does not
appear that this change has been made in the auditor`s report
included in this filing on Form S-1/A.  Please obtain and include
from your auditors a revised opinion.  Refer to PCAOB Standard No.
1,
Exhibit 2.

3. We have read your response to our comment 9.  While the revised
audit report obtained from your auditors has dual dated the
effects
of the restatements as described in Note 5, it does not reference
the
restatement to record stock-based compensation, the
reclassification
of the deposit in your statement of cash flows, and the footnote
that
discusses each in greater detail within the audit report itself.
Please obtain and include in your amended filing, an updated
opinion
from your auditors, as well as an updated consent.

Statement of Cash Flows, page F-5

4. Your statement of cash flows does not present the $37,500
adjustment relating to stock-based compensation required to
reconcile
the net loss to the net cash used by operating activities.  Please
revise to include this.  Refer to paragraphs 28 and 29 of SFAS 95.

Exhibit 23.1, Consent of L.L. Bradford & Company, LLC

5. We have read your response to our comment 9.  Your updated
consent
from your auditors references their consent in the registration
statement filed on Form S-1.  Please obtain and include an updated
consent from your auditors which references their consent to your
registration statement filed on Form S-1/A.

*	*	*	*

      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 that is filed on EDGAR with your amendment that keys
your responses to our comments and provides any requested
supplemental 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 urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision.  Since the company and its management are in
possession of all facts relating to a company`s disclosure, they
are
responsible for the accuracy and adequacy of the disclosures they
have made.

      Notwithstanding our comments, in the event the company
requests
acceleration of the effective date of the pending registration
statement, it should furnish a letter, at the time of such
request,
acknowledging that:

	should the Commission or the staff, acting pursuant to
delegated
authority, declare the filing effective, it does not foreclose the
Commission from taking any action with respect to the filing;

	the action of the Commission or the staff, acting pursuant to
delegated authority, in declaring the filing effective, does not
relieve the company from its full responsibility for the adequacy
and
accuracy of the disclosure in the filing; and

	the company may not assert staff comments and the declaration
of
effectiveness as a defense in any proceeding initiated by the
Commission or any person under the federal securities laws of the
United States.

      In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in connection with our review of
your
filing or in response to our comments on your filing.

      We will consider a written request for acceleration of the
effective date of the registration statement as a confirmation of
the
fact that those requesting acceleration are aware of their
respective
responsibilities under the Securities Act of 1933 and the
Securities
Exchange Act of 1934 as they relate to the proposed public
offering
of the securities specified in the above registration statement.
We
will act on the request and, pursuant to delegated authority,
grant
acceleration of the effective date.

      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 acceleration.  Please provide this
request at least two business days in advance of the requested
effective date.

      You may contact Meagan Caldwell, Staff Accountant, at (202)
824-5578 or, in her absence, Rufus Decker, Accounting Branch
Chief,
at (202) 942-1774 if you have questions regarding comments on the
financial statements and related matters.  Please contact Andrew
Schoeffler, Staff Attorney, at (202) 824-5612 or, in his absence,
the
undersigned at (202) 942-2864 with any other questions.

Sincerely,

Jennifer Hardy
Branch Chief

cc:	Eric L. Robinson, Esq.
Blackburn & Stoll, LC
257 East 200 South, Suite 800
Salt Lake City, UT 84101
??

??

??

??

Mr. Barry A. Ellsworth
Mach 3, 2005
Page 1 of 4

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-0510

         DIVISION OF
CORPORATION FINANCE

</TEXT>
</DOCUMENT>

<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>
February 9, 2005

Mail Stop 0510

Via U.S. mail and facsimile

Mr. Barry A. Ellsworth
Green Plains Renewable Energy, Inc.
9635 Irvine Bay Court
Las Vegas, NV 89147

Re: 	Green Plains Renewable Energy, Inc.
Form S-1/A, filed February 4, 2005
File No. 333-121321

Dear Mr. Ellsworth:

      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.

Risk Factors, page 4
Risks Related to the Company, page 7

1. Please revise to include the deleted risk factor relating your
history of losses.

Our ability to successfully operate is dependent on availability
of
energy and water at anticipated prices, page 14

2. We have read your response to our comment 17.  The disclosure
in
your From S-1 filed on December 16, 2004 indicates that the
historical average price was assumed for the project.  However,
your
response to our comment 17 indicates that the feasibility study
used
current market prices.  Please clarify whether historical or
current
market prices were used in the study.  If historical prices were
used, please expand your disclosure to include quantitatively how
this will likely impact your plan.

Business, page 30
Project Location - Proximity to Markets, page 37

3. 	We note your response to Comment No. 36 from our letter dated
January 13, 2005 in which you state that there are affiliations
between Alberta A. Bryan and your company, your officers,
directors
and affiliates, and Thien Farm Management.  We further note that
your
revised disclosure in the last sentence of the partial paragraph
on
the top of page 38 indicates that there are no such affiliations.
Please reconcile.

The Construction of the Project - Proposed Design-Build Contract,
page 47

4. We note your response to Comment No. 44 from our letter dated
January 13, 2005.  We further note your disclosure in the second
paragraph under the heading "General Terms and Conditions" on page
47.  It appears that Fagen will grant you a license to use its
intellectual property rights.  Please reconcile.  In addition,
please
advise us as to whether any other person or entity holds
intellectual
property rights with respect to your proposed business plan,
whether
relating to the design of an ethanol plant, the equipment used by
an
ethanol plant or the process of producing ethanol, and, if so, how
you will obtain the right to use these intellectual property
rights.

Plan of Distribution, page 61
The Offer, page 61

5. We note your response to Comment No. 57 from our letter dated
January 13, 2005.  Please disclose whether there are any
additional
requirements with respect to the offering of your securities in
the
states you have identified.

6. We note your response to Comment No. 61 and your statement that
Fagen will not be assisting you in effecting transactions.
Please
tell us whether Fagen will help you locate investors or act as a
finder.  If so, please tell us why you believe Fagen is not
required
to register as a broker-dealer under Section 15 of the 1934 Act
because of these activities.

7. We note your disclosure regarding officers who may purchase
shares
in the offering.  Please tell us your analysis for whether these
purchases are permitted under Regulation M of the Exchange Act.

Financial Statements
Report of Independent Registered Public Accountants, page F-1

8. Your auditor`s report does not appear to comply with PCAOB
Standard No. 1.  You auditor`s report indicates that they
conducted
their audit in accordance with "auditing standards of the Public
Company Accounting Oversight Board (United States)" rather than in
accordance with "the standards of the Public Company Accounting
Oversight Board (United States)."  Please obtain from your
auditors a
revised opinion, since there is a distinction between the two
references.  Refer to PCAOB Standard No. 1, Exhibit 2.

9. You have revised your financial statements and notes to the
financial statements to include the recording of $37,500 for
stock-
based compensation.  Please obtain and include in your amended
filing
an updated opinion from your auditors that refers to the
restatement
to record stock-based compensation and the reclassification of the
deposit in your statement of cash flows, along with the footnote
that
discusses each in greater detail.  In doing so, please also obtain
and include an updated consent from your auditors.

Statement of Cash Flows, page F-5

10. We read your response to comment 73.  Please include a
footnote
that discusses the reclassification of your deposits and
reconciles
between the as reported and as restated amounts for your operating
and investing activities in your statement of cash flows.

3.  Stockholders` Equity, page F-7

11. We acknowledge your response to our comment 74.  Although you
have revised your disclosure to include the information in your
response, the prior disclosure was not removed.  Please remove the
second paragraph in this disclosure.  In addition, please include
a
note to the financial statements, which discusses the restatement
relating to the $37,500 in compensation expense discussed in your
response in the manner required by paragraph 37 of APB 20.

Part II - Information Not Required in Prospectus, page II-1
Item 13.  Other Expenses of Issuance and Distribution, page II-1

12. We have read your response to our comment 78.  Please revise
your
table to show separately your costs in connection with the minimum
offering for the securities and costs in connection with the
maximum
offering for the securities.

13. Please tell us why you have eliminated "Miscellaneous fees."

*	*	*	*

      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 that is filed on EDGAR with your amendment that keys
your responses to our comments and provides any requested
supplemental 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 urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision.  Since the company and its management are in
possession of all facts relating to a company`s disclosure, they
are
responsible for the accuracy and adequacy of the disclosures they
have made.

      Notwithstanding our comments, in the event the company
requests
acceleration of the effective date of the pending registration
statement, it should furnish a letter, at the time of such
request,
acknowledging that:

	should the Commission or the staff, acting pursuant to
delegated
authority, declare the filing effective, it does not foreclose the
Commission from taking any action with respect to the filing;

	the action of the Commission or the staff, acting pursuant to
delegated authority, in declaring the filing effective, does not
relieve the company from its full responsibility for the adequacy
and
accuracy of the disclosure in the filing; and

	the company may not assert staff comments and the declaration
of
effectiveness as a defense in any proceeding initiated by the
Commission or any person under the federal securities laws of the
United States.

      In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in connection with our review of
your
filing or in response to our comments on your filing.

      We will consider a written request for acceleration of the
effective date of the registration statement as a confirmation of
the
fact that those requesting acceleration are aware of their
respective
responsibilities under the Securities Act of 1933 and the
Securities
Exchange Act of 1934 as they relate to the proposed public
offering
of the securities specified in the above registration statement.
We
will act on the request and, pursuant to delegated authority,
grant
acceleration of the effective date.

      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 acceleration.  Please provide this
request at least two business days in advance of the requested
effective date.

      You may contact Meagan Caldwell, Staff Accountant, at (202)
824-5578 or, in her absence, Rufus Decker, Accounting Branch
Chief,
at (202) 942-1774 if you have questions regarding comments on the
financial statements and related matters.  Please contact Andrew
Schoeffler, Staff Attorney, at (202) 824-5612 or, in his absence,
the
undersigned at (202) 942-2864 with any other questions.

Sincerely,

Jennifer Hardy
Branch Chief

cc:	Eric L. Robinson, Esq.
Blackburn & Stoll, LC
257 East 200 South, Suite 800
Salt Lake City, UT 84101
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??

??

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Mr. Barry A. Ellsworth
February 9, 2005
Page 1 of 5

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-0510

         DIVISION OF
CORPORATION FINANCE

</TEXT>
</DOCUMENT>

<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>
January 13, 2005
Mail Stop 0510
Green Plains Renewable Energy, Inc.
9635 Irvine Bay Court
Las Vegas, NV 89147
Attention: Barry A. Ellsworth
Re: 	Green Plains Renewable Energy, Inc.
Form S-1, filed December 16, 2004
File No. 333-121321
Dear Mr. Ellsworth:
      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.
Front Cover Page of Registration Statement
1. 	We note that you state that your SIC code number is 2869.  It
appears from our records that your SIC code number is 2860.
Please
ensure that all future filings are filed under the correct SIC
code
number.
2. Please provide the Rule 415 legend as you are registering an
offering on a delayed or continuous basis pursuant to Rule 415
under
the Securities Act.
Front Cover Page of Prospectus
3. We note that you state that the expiration date of your
warrants
is December 31, 2007.  We further note that the form of warrant
filed
as Exhibit 4.1 provides that the expiration date is December 31,
2006.  Please reconcile.
4. 	Please clarify the conditions to completing your offering
here
and, as appropriate, elsewhere in your prospectus.  In this
regard,
we note that the conditions listed on pages 2, 4, 5 and 30 and in
the
form of escrow agreement filed as Exhibit 99.2 are not consistent.
For example, you state here that a condition is your receipt of a
letter of commitment from a lending institution to fund the
construction of your proposed plant, while on page 5 you state
that
the condition is your receipt of a binding written agreement with
a
lender to fund the construction of your proposed plant.  A letter
of
commitment does not appear to be the equivalent of a binding
agreement.
Prospectus Summary, page 1
5. The information in your summary is very detailed and lengthy
and
provides too much information for summary disclosure.  Please
revise
your summary to provide only a brief overview of the most
important
aspects of your business and strategies and try to limit this
information to no more than two pages.  For instance, the diagram
on
page 3 is better suited for disclosure in your Business section.
The Company, page 1
6. Please revise the last sentence of this subsection to delete
the
reference to requesting additional information as all material
information should be included in your prospectus.  In addition,
we
encourage you to disclose your Internet address.  See Item
101(e)(3)
of Regulation S-K.
The Ethanol Industry, page 1
7. Please identify the number of states that are currently phasing
out or have banned the use of MTBE.  In addition, please explain
the
basis for your statement here and on page 36 that other states may
also ban MTBE.
8. We note your citation of the "Renewable Fuels Association."
Please advise us as to what materials or documents from this
association you have relied upon and whether they are the most
recent
materials on the subject by the authors.  With respect to these
materials, please tell us whether they have been made available to
the public, without payment of subscription or similar fees.  Have
any of these materials been published in widely circulated media
of
general interest or among industry participants?  If so, please
tell
us when and where.  Unless these materials have been used in
widely
circulated media of general interest or among industry
participants,
you must either adopt the statements you attribute to them as your
own or file signed and dated consents from each as exhibits to
your
registration statement.

Suitability of Investors, page 4
9. 	Please explain how you intend to establish a public market
for
your common stock once your offering is completed.
Escrow Procedures, page 5
10. 	We note that you state that you will return subscriptions
with
nominal interest.  Please reconcile this statement with the
disclosure on the front cover page of your prospectus and
elsewhere
in your prospectus stating that you will retain all earnings on
amounts held in the escrow account and that investments will be
returned without interest.
Risk Factors, page 6
11. 	We note that this section includes 43 risk factors.  Several
of
your risk factors do not appear to discuss material risks and
should
be removed, relocated later in the filing or revised to address a
specific material risk, as appropriate.  For example, risk factors
13
and 14 discuss the risks if equity and debt financing are not
received.  We do not understand why these matters are material
risks
as subscriptions will be refunded to investors if those conditions
are not met.  See also, for example and without limitation, risk
factors seven, fifteen, eighteen, thirty-two, thirty-four, thirty-
five, thirty-seven and forty-two.  Please reconsider your risk
factors and remove unnecessary risk factor disclosures.
12. 	We note that disclosure under many of your subheadings
repeats
risks described elsewhere in this section.  See, for example and
without limitation, risk factors ten, eighteen, nineteen, twenty-
five, twenty-nine, thirty-one, thirty-nine, forty, forty-two and
forty-three.  Please revise your risk factors accordingly.
Risks Related to the Offering, page 6
13. Please add a risk factor discussing the risk arising from the
possibility that you may not be able to collect on subscriptions
from
investors who paid by promissory note, which could result in a
lack
of funds to either complete the construction of your proposed
plant
or provide ongoing operating capital.
We may not be able to sell the minimum amount..., page 6
14. We note that there are conditions to completing your offering
other than selling the minimum offering amount.  Please revise
this
risk factor to address the risk associated with not satisfying all
of
the conditions to completing your offering.

The sale of the specified minimum is not designed to indicate...,
page 6
15. Please quantify the percent of interest in your company that
your
officers, directors and affiliates are expected to purchase in
your
offering so that an investor may assess the magnitude of the risk.
In addition, please expand your discussion to discuss the
acquisition
of shares in your offering by Fagen.
Risks Related to the Common Stock, page 6
The common stock will be diluted in value..., page 8
16. Please quantify the dilution so that an investor may assess
the
magnitude of the risk.
Risk Related to Ethanol Production, page 14
Our ability to successfully operate is dependent on
availability...,
page 17
17. We note that you have indicated that natural gas prices are
much
higher than the historical average price, for which you have
assumed
for the project.  Please briefly expand your disclosure to include
quantitatively how this will likely impact your plan.
Forward-Looking Statements, page 22
18. Section 27A(b)(2)(D) of the Securities Act and Section
21E(b)(2)(D) of the Exchange Act expressly state that the safe
harbor
for forward-looking statements does not apply to statements made
in
connection with an initial public offering.  Please either delete
any
references to the Litigation Reform Act or make clear, each time
you
refer to the Litigation Reform Act, that the safe harbor does not
apply to initial public offerings.
Estimated Use of Proceeds, page 23
19. We note that you state in footnote (1) to your table that you
estimate your offering expenses to be approximately $250,000.
Please
reconcile this statement with your disclosure under Item 25 on
page
II-1.
20. 	Please expand your disclosure to define what you refer to as
"owner`s costs."
21. 	We note that you state that for purposes of your sources of
funds you have assumed that approximately $3.925 million will be
obtained through tax incentive financing.  Please add disclosure
to
explain the effects under other assumptions.  For example, explain
the effect on your costs based upon raising the minimum and
maximum
offering amounts and not including the tax incentive financing,
unless you have already received notification that it has been
approved, and assuming financing of the remainder from debt.
Please
also provide this disclosure on page 28.
Determination of Offering Price, page 25
22. We note that you have indicated here and on page 8 that your
offering price was determined arbitrarily.  Please provide to us
an
analysis of all equity issuances since inception of your company.
For each issuance:
* identify the parties, including any related parties;
* the nature of the consideration; and
* the fair value and your basis for determining the fair value.
Please indicate whether the fair value was contemporaneous or
retrospective.  In addition, to the extent applicable, please
reconcile the fair values you used for equity issuances to the
fair
value indicated by the anticipated offering price.
Market Price of and Dividends on Common Equity and Related
Stockholder Mattes, page 25
Shares Available for Future Sale, page 25
23. Please provide the quantitative information required by Item
201(a)(2) of Regulation S-K.
Dilution, page 26
24. 	Please revise your disclosure to indicate that the 550,000
shares were issued at an average price of $0.182.
Management`s Discussion and Analysis of Financial Condition and
Results of Operations, page 27
Condition of Records, page 29
25. Please confirm to us that the outside accounting firm you use
to
maintain your books and records is not L.L. Bradford & Company,
LLC.
Liquidity and Capital Resources, page 29
26. We note that you state that you expect to pay near the prime
rate
on your debt.  Please discuss the basis for this statement.

Critical Accounting Policies, page 30
27. We note that you have not included stock-based compensation in
your critical accounting policies.  Based on our question asked
below
under Stockholders` Equity regarding the fair value of your common
stock, please reconsider including a disclosure regarding this in
this subsection.  Please also consider disclosing this in the
summary
of significant policies in your notes to the financial statements.
Business, page 31
28. Please disclose the basis for each of the following
statements:
* the estimates in the introductory paragraph to this section
concerning the amount of ethanol, distillers dried grains and
solubles, and carbon dioxide that will be produced, and the amount
of
corn needed in your production process;
* the statement on page 32 that "approximately 90% of ethanol in
the
United States today is produced from corn because corn produces
large
quantities of carbohydrates that convert into glucose more easily
than most other kinds of biomass;"
* the statement on page 33 that "tests have shown that a thermal
oxidizer, which heats emissions, may destroy up to 99 percent of
the
volatile organic carbon compounds in emissions that cause odor in
the
drying process;"
* the estimate on page 34 concerning corn production in the area
surrounding the Shenandoah site;
* the estimate on page 35 concerning the average price for corn in
Iowa and the areas surrounding the Shenandoah site over the last
ten
years;
* the statement on page 36 that "the competition, while
aggressive,
is not too severe;"
* the statement on page 36 that "the market potential for ethanol
in
the Northeast is estimated at about 1 billion gallons annually;"
* the statement on page 36 that "these States are expected to
consume
an additional 250 million gallons per year;"
* the statement on page 38 that "increasingly stricter EPA
regulations are expected to increase the number of metropolitan
areas
deemed in non-compliance with Clean Air Standards;"
* the statement on page 39 that you "expect to be able to purchase
natural gas at a significant discount to the spot markets at any
given time;" and
* the statement on page 44 that "demand for ethanol could increase
from the current 3.3 billion gallons per year to 5 to 8 billion
gallons per year in 2012."
Ethanol Markets, page 35
Regional Ethanol Markets, page 35
29. Please expand your discussion regarding letters of intent with
regional buyers to clarify whether or not you currently have any
letters of intent with any regional buyers.
National Ethanol Markets, page 36
30. We note that the data comprising the total ethanol consumption
table was compiled as of 1999.  Please either provide more recent
data or delete this table.
General Demand, page 37
31. Please disclose the year as of which the data comprising the
ethanol demand table was compiled.
32. Please disclose when the legislation concerning the methods in
which fuel ethanol use may be required was introduced in Congress
and
the current status of that legislation.
Ethanol Pricing, page 37
33. Please disclose the year as of which the date comprising the
market pricing of ethanol, gasoline and corn table was compiled.
Project Location - Proximity to Markets, page 39
34. We note that you have identified two possible locations for
your
proposed plant in Shenandoah.  Please clarify the process by which
you will acquire or lease the property.  In this regard, we note
that
you indicate that one location involves a 54-acre parcel of land
owned by Shenandoah, but you do not indicate whether you will
acquire
it or lease it, or whether you have an agreement regarding such
sale
or lease.  We further note that the agreements filed as Exhibits
10.1, 10.2 and 10.3 contain acreage descriptions that do not match
your disclosure in this subsection.  Please reconcile.
35. We note that you have two agreements with Alberta A. Bryan to
purchase parcels of land for your proposed plant.  Please discuss
the
material terms of these agreements.  In addition, we note that
each
agreement expires on June 30, 2005.  This expiration date is prior
to
the latest date that you may complete your offering.  Please
reconcile.
36. Please disclose any affiliation between Alberta A. Bryan and
your
company, your officers, directors and affiliates, and Thien Farm
Management.
Utilities, page 39
Natural Gas, page 39
37. Please expand your disclosure to include when you anticipate
the
feasibility study to be completed.
Our Primary Competition, page 41
38. Please revise to balance this discussion by disclosing your
competition`s advantages over you and discussing how this affects
your competitive position within your industry.
39. Please explain how your proximity to ample grain supplies at
favorable prices gives you a competitive advantage when you have
not
entered into agreements with any suppliers and there is no
guarantee
that these supplies will be available for you to purchase.
40. We note that your statements regarding aggregate ethanol
production and the number of ethanol production facilities are not
consistent with your table.  Please reconcile.
41. We note that your table does not identify all ethanol
producers.
Please disclose which producers are not included and the basis for
excluding them.
Operating Ethanol Plants in the State of Iowa, page 44
42. We note that your statement regarding the number of ethanol
production facilities in the State of Iowa is not consistent with
your table in the preceding subsection.  Please reconcile.
Strategic Partners and Development Se