Accounting Branch Chief Division of Corporation Finance Securities and Exchange Commission 1 Station Place, N.E., Stop 4631 Washington, D.C. 20549 |
| Re: | Form 10-K/A for the Fiscal Year Ended December 31, 2008 Filed April 22, 2009 File No. 000-21467 |
| 1. | We note that you have not filed the exhibits and schedules to the Credit Agreement dated February 27, 2007 (Exhibit 10.73), and the exhibits (other than Exhibit A) and schedules to the Debtor-In-Possession Credit Agreement dated as of May 19, 2009 (Exhibit 10.4 to the quarterly report on Form 10-Q for the period ended June 30, 2009). Please advise. Refer to Item 601(b)(10) of Regulation S-K. Otherwise, please file complete copies of these material agreements with your next Exchange Act report. |
| 2. | In addition, it appears that a number of exhibits and agreements that you have filed are not the final executed versions. As an example, we note Exhibits 10.41 and 10.85. Please ensure that in future filings you will file final versions of your material documents and agreements. |
| 3. | We note your disclosure at the top of page 9 regarding your competitive market analysis of executive compensation. Based on your current disclosure, it appears that you benchmark your compensation, which would required disclosure in accordance with Item 402(b)(2)(xiv) of Regulation S-K. Question 118.05 of Regulation S-K Compliance and Disclosure Interpretations, which are available on our website at http://www.sec.gov/divsions/corpfin/guidance/regs-kinterp.htm, provides further guidance on when a registrant must identify the benchmark in the filing. In future filings please make the appropriate disclosures, including also your benchmarking components (such as the peer group of companies). Reference such as the use of “proxy statements for publicly-traded companies within the ethanol industry” are generic and ambiguous. |
| 4. | In future filings, please disclose in more detail the factors taken in consideration by the compensation committee in determining the number of shares of restricted stock granted to each named executive officer in April 8, 2008. Your discussion should provide a comprehensive analysis of the substance of the compensation committee’s decision. |
| 5. | We note footnote (7) disclosure to the Summary Compensation Table. Please note that in accordance with Item 402(c)(2)(ix) of Regulation S-K and pursuant to Instruction 4 of such item, to the extent that the amount of perquisites and personal benefits exceeds the greater of $25,000 or 10% of the total amount of perquisites and personal benefits, these perquisites and personal benefits must be quantified and disclosed in a footnote to the “All Other Compensation” column. To the extent applicable, in your future filings please make the necessary changes to comply with these disclosure requirements. |
| 6. | In accordance with Item 402(k)(3) of Regulation S-K, in future filings please disclose the material factors upon which the compensation committee determined the value and/or the size of the equity awards made to the non-employee directors. |
| Re: | Pacific Ethanol, Inc. |
● | the Company 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 Securities and Exchange 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 Securities and Exchange Commission or any person under the federal securities laws of the United States. |
By: /s/ Neil M. Koehler Neil M. Koehler, Chief Executive Officer | OFFICE: 916.403.2123 400 CAPITOL MALL, STE 2060 SACRAMENTO, CA 95814 www.pacificethanol.net |
