Mail Stop 7010

      November 10, 2005

Neil Koehler
Chief Executive Officer
Pacific Ethanol, Inc.
5711 N. West Avenue
Fresno, California 93711

Re:	Pacific Ethanol, Inc.
	Amendment No. 1 to Registration Statement on Form S-1
	Filed on November 1, 2005
	File No. 333-127714

Dear Mr. Koehler:

      We have limited our review of your filing to those issues we
have addressed on our comments.  Where indicated, we think you
should
revise 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 detailed
as
necessary in your explanation.  In some of our comments, we may
ask
you to provide us with information so we may better understand
your
disclosure.  After reviewing this information, we may raise
additional
comments.

      Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We
look forward to working with you in these respects.  We welcome
any
questions you may have about our comments or on 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 note that the financial statements must be updated if
the
registration statement is not declared effective by November 14,
2005.

Use of Proceeds, page 22

2. Please disclose the amount of proceeds you will receive upon
exercise of all of the warrants and your intended use of these
proceeds.

Selling Security Holders, page 66

3. We note your response to prior comment 24. Please clarify
whether
there are any material relationships between you or your
affiliates
and any of the placement agents.

Plan of Distribution, page 75

4. We note your response to prior comment 28. If a selling
stockholder
is an affiliate of a broker-dealer, provide the following
representations in the prospectus: (1) the seller purchased in the
ordinary course of business, and (2) at the time of the purchase
of
the securities to be resold, the seller had no agreements or
understandings, directly or indirectly, with any person to
distribute
the securities. We note that this language was included in your
first
filing.

Financial Statements

5. We note your response to prior comment 33. Please provide a
revenue
recognition accounting policy disclosure in the footnotes to the
6/30/05 financial statements. Specifically address the
Registrant`s
various, material revenue generating transactions. Also, disclose
the
primary factors considered by management in determining that the
Kinergy revenues should be recorded gross in the financial
statements.
State herein how management has determined that the Registrant is
the
primary obligor in the Kinergy transactions. In this regard,
please
disclose whether the Registrant, and not its suppliers, is
responsible
for customer claims resulting from errors in specifications,
product
quality, delivery, returns/refund issues.

	As appropriate, please amend your filings in response to
these
comments.  You may wish to provide us with marked copies of the
amendments to expedite our review.  Please furnish a cover letter
with
your amendments 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 amendments 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 information required under the Securities Act of 1933
and
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 this action 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 Al Pavot at (202) 551-3738 or Nili Shah at
(202)
551-3258 if you have questions regarding comments on the financial
statements and related matters. Please contact Brigitte Lippmann
at
(202) 551-3713 or me at (202) 551-3767 with any other questions.

Sincerely,



Jennifer Hardy
Branch Chief


cc:	Larry A. Cerutti, Esq.
	Rutan & Tucker, LLP
	611 Anton Boulevard, 14th floor
	Costa Mesa, California 92626
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Neil Koehler
Pacific Ethanol, Inc.
November 10, 2005
Page 1



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

         DIVISION OF
CORPORATION FINANCE