EXHIBIT 14.2

                                                                  MARCH 23, 2005

                              PACIFIC ETHANOL, INC.

    CODE OF ETHICS FOR CHIEF EXECUTIVE OFFICER AND SENIOR FINANCIAL OFFICERS



         Pacific Ethanol, Inc. (the "COMPANY") has a Code of Ethics applicable
to all directors, officers and employees of the Company and the Company's
subsidiaries. The Chief Executive Officer ("CEO") and all senior financial
officers, including the Chief Financial Officer, are bound by the provisions set
forth therein relating to ethical conduct, conflicts of interest and compliance
with law. In addition to the Code of Ethics, the CEO and senior financial
officers are subject to the following additional specific policies:

         o        The CEO and all senior financial officers are responsible for
                  full, fair, accurate, timely and understandable disclosure in
                  the periodic reports required to be filed by the Company with
                  the Securities and Exchange Commission (the "SEC").
                  Accordingly, it is the responsibility of the CEO and each
                  senior financial officer promptly to bring to the attention of
                  the Company's Audit Committee any material information of
                  which he or she may become aware that affects the disclosures
                  made by the Company in its public filings or otherwise assist
                  the Audit Committee in fulfilling its responsibilities.

         o        The CEO and each senior financial officer shall promptly bring
                  to the attention of the Audit Committee any information he or
                  she may have concerning (a) significant deficiencies in the
                  design or operation of internal controls which could adversely
                  affect the Company's ability to record, process, summarize and
                  report financial data or (b) any fraud, whether or not
                  material, that involves management or other employees who have
                  a significant role in the Company's financial reporting,
                  disclosures or internal controls.

         o        The CEO and each senior financial officer shall promptly bring
                  to the attention of the CEO and to the Audit Committee any
                  information he or she may have concerning any violation of the
                  Company's Code of Business Conduct and Ethics, including any
                  actual or apparent conflicts of interest between personal and
                  professional relationships, involving any management or other
                  employees who have a significant role in the Company's
                  financial reporting, disclosures or internal controls.

         o        The CEO and each senior financial officer shall promptly bring
                  to the attention of the CEO and to the Audit Committee any
                  information he or she may have concerning evidence of a
                  material violation of the securities or other laws, rules or
                  regulations applicable to the Company and the operation of its
                  business, by the Company or any agent thereof, or of violation
                  of the Code of Ethics or of these additional procedures.



         o        The Board of Directors shall determine, or designate
                  appropriate persons to determine, appropriate actions to be
                  taken in the event of violations of the Code of Ethics or of
                  these additional procedures by the CEO and the Company's
                  senior financial officers. Such actions shall be reasonably
                  designed to deter wrongdoing and to promote accountability for
                  adherence to the Code Ethics and to these additional
                  procedures, and shall include written notices to the
                  individual involved that the Board has determined that there
                  has been a violation, censure by the Board, demotion or
                  re-assignment of the individual involved, suspension with or
                  without pay or benefits (as determined by the Board) and
                  termination of the individual's employment. In determining
                  what action is appropriate in a particular case, the Board of
                  Directors or such designee shall take into account all
                  relevant information, including the nature and severity of the
                  violation, whether the violation was a single occurrence or
                  repeated occurrences, whether the violation appears to have
                  been intentional or inadvertent, whether the individual in
                  question had been advised prior to the violation as to the
                  proper course of action and whether or not the individual in
                  question had committed other violations in the past.


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