S-8

Registration No. 333-

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

BPI ENERGY HOLDINGS, INC.

(Exact Name of Registrant as Specified in Its Charter)

British Columbia, Canada	75-3183021
(State of Incorporation)	(I.R.S. Employer Identification No.)
30775 Bainbridge Road, Suite 280, Solon, Ohio	44139
(Address of Principal Executive Offices)	(Zip Code)

BPI ENERGY HOLDINGS, INC.
2005 OMNIBUS STOCK PLAN
(Full Title of the Plan)

James G. Azlein
Chief Executive Officer and President
30775 Bainbridge Road, Suite 280, Solon, Ohio 44139
(440) 248-4200
(Name, address, zip code, telephone number,
and area code of Agent for Service)

COPIES TO:

Derek D. Bork
Thompson Hine LLP
3900 Key Center, 127 Public Square
Cleveland, Ohio 44114-1291
(216) 566-5500

CALCULATION OF REGISTRATION FEE

		Proposed	Proposed
		Maximum	Maximum
Title of Each	Amount	Offering	Aggregate	Amount Of
Class of Securities	To Be	Price Per	Offering	Registration
To Be Registered	Registered	Share (2)	Price (2)	Fee
Common Shares, without par value	2,000,000 shares (1)	$.56	$1,120,000	$119.84

(1)

This Registration Statement includes 2,000,000 Common Shares, without par value (the “Common Shares”), of BPI Energy Holdings, Inc. (the “Registrant”), offered or to be offered by the Registrant under the BPI Energy Holdings, Inc. 2005 Omnibus Stock Plan, as amended (the “Plan”). This represents the increase in the number of Common Shares authorized for issuance under the Plan. The Registration Statement also includes an indeterminate number of additional shares that may become issuable pursuant to the anti-dilution provisions of the Plan.

(2)

Estimated solely for purposes of calculating the amount of the registration fee, pursuant to paragraphs (c) and (h) of Rule 457 of the General Rules and Regulations under the Securities Act of 1933, as amended, on the basis of the average high and low sale prices of the Common Shares on the American Stock Exchange on December 21, 2006.

TABLE OF CONTENTS

PART II
	Item 3. Incorporation of Documents by Reference
	Item 8. Exhibits
SIGNATURES
EX-5.1
EX-23.1
EX-23.2
EX-23.3
EX-24.1

EXPLANATORY NOTE

     This Registration Statement is being filed to register an additional 2,000,000 Common Shares, without par value (the “Common Shares”), available for issuance under the BPI Energy Holdings, Inc. 2005 Omnibus Stock Plan, as amended (the “Plan”). As a result of an amendment to the Plan, which was approved by our shareholders on December 18, 2006, the number of Common Shares authorized for issuance under the Plan was increased from 5,000,000 to 7,000,000. On December 20, 2005, we registered 5,000,000 Common Shares for issuance under the Plan by a Registration Statement on Form S-8 (Registration Statement No. 333-130518). Pursuant to General Instruction (E) of Form S-8, the contents of Registration Statement No. 333-130518 are incorporated herein by reference, except that the provisions contained in Part II of such earlier registration statement are modified as set forth in this Registration Statement.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

     The following documents previously filed by BPI Energy Holdings, Inc. (the “Registrant”) with the Securities and Exchange Commission (the “Commission”) are incorporated herein by reference:

• The Registrant’s Annual Report on Form 10-K filed with the Commission on October 30, 2006;

• The Registrant’s Quarterly Report on Form 10-Q filed with the Commission on December 15, 2006;

• The Registrant’s Current Report on Form 8-K filed with the Commission on October 16, 2006;

• The description of the Common Shares of the Registrant included in the Post-Effective Amendment No. 1 to the Registrant’s Registration Statement on Form S-1, which was filed with the Commission on May 11, 2006 (Registration No. 333-125483), under the heading “Description of Our Common Stock.”

     All documents that shall be filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934 subsequent to the filing of this registration statement and prior to the filing of a post-effective amendment indicating that all securities offered under the Plan have been sold or deregistering all securities then remaining unsold thereunder shall be deemed to be incorporated herein by reference and shall be deemed to be a part hereof from the date of filing thereof.

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Item 8. Exhibits.

     The following exhibits are filed herewith:

Exhibit No.	Description of Exhibit
5.1	Opinion of Anfield Sujir Kennedy & Durno.
23.1	Consent of De Visser Gray, Chartered Accountants.
23.2	Consent of Meaden & Moore, Ltd.
23.3	Consent of Schlumberger Technology Corporation.
23.4	Consent of Anfield Sujir Kennedy & Durno (included in Exhibit 5.1).
24.1	Power of Attorney.

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SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Solon, State of Ohio on December 22, 2006.

BPI ENERGY HOLDINGS, INC.
By:	/s/ James G. Azlein
Name:    James G. Azlein
Title:     Chief Executive Officer and President

     Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title
/s/ James G. Azlein	President, Chief Executive Officer and Director
James G. Azlein	(Principal Executive Officer)
/s/ Randy L. Elkins  Randy L. Elkins	Controller and Acting Chief Financial Officer (Principal Financial and Accounting Officer)
/s/ Dennis Carlton*  Dennis Carlton	Director
/s/ William J. Centa*  William J. Centa	Director
/s/ Costa Vrisakis*  Costa Vrisakis	Director

*	By:	/s/ James G. Azlein	Date: December 22, 2006
		James G. Azlein, Attorney-in-Fact for the officers and directors signing in the capacities indicated

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EX-5.1

Exhibit 5.1

[Anfield Sujir Kennedy & Durno letterhead]

December 22, 2006

BPI Energy Holdings, Inc.
30775 Bainbridge Road, Suite 280
Solon, Ohio 44139

Dear Sirs/Mesdames:

Re:      BPI Energy Holdings, Inc.

            Registration Statement on Form S-8 pursuant to General Instruction (E)

     BPI Energy Holdings, Inc. (“BPI”) is filing with the Securities and Exchange Commission, pursuant to General Instruction (E) of Form S-8, a Registration Statement on Form S-8 (the “Registration Statement”) for the registration, under the Securities Act of 1933, as amended, of an additional 2,000,000 common shares, without par value, of BPI Energy Holdings, Inc. (the “Additional Common Shares”) to be issued from time to time pursuant to the terms of the BPI Energy Holdings, Inc. 2005 Omnibus Stock Plan, as amended (the “Plan”).

     Item 601 of Regulation S-K and the instructions to Form S-8 require that an opinion of counsel concerning the legality of the securities to be registered be filed as an exhibit to a Form S-8 registration statement if the securities are original issue shares.

     In rendering this opinion, we have examined (a) the Articles of Incorporation of BPI, (b) the Plan, (c) a certificate of Good Standing issued by the Registrar of Companies, and (d) such other records and documents as we have deemed advisable in order to render this opinion. As a result of the foregoing, we are of the opinion that:

     (1) BPI was incorporated as a company under the laws of the province of British Columbia, is a valid and existing company and is, with respect to the filing of annual reports, in good standing.

     (2) When issued in accordance with the terms of the Plan and any instrument evidencing or otherwise governing the option granted, the Additional Common Shares that are the subject of the Registration Statement will be legally issued, fully paid and non-assessable.

     We hereby consent to the use and filing of this opinion in connection with the Registration Statement.

Very truly yours,

/s/ Anfield Sujir Kennedy & Durno

EX-23.1

Exhibit 23.1

D E  V I S S E R  G R A Y
CHARTERED ACCOUNTANTS

401 — 905 West Pender Street

Vancouver, BC Canada

V6C 1L6

Tel: (604) 687-5447

Fax: (604) 687-6737

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in the Registration Statement on Form S-8 pertaining to the BPI Energy Holdings, Inc. 2005 Omnibus Stock Plan of our report dated October 12, 2004, with respect to the consolidated financial statements of BPI Energy Holdings, Inc. for the year ended July 31, 2004, included in the Annual Report (Form 10-K) for the year ended July 31, 2006.

/s/ De Visser Gray

Vancouver, British Columbia

December 20, 2006

EX-23.2

Exhibit 23.2

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in the Registration Statement on Form S-8 pertaining to the BPI Energy Holdings, Inc. 2005 Omnibus Stock Plan of our report dated October 13, 2006 with respect to the consolidated financial statements of BPI Energy Holdings, Inc for the years ended July 31, 2006 and July 31, 2005, included in the Annual Report (Form 10-K) for the year ended July 31, 2006.

/s/ Meaden & Moore, Ltd.

MEADEN & MOORE
Independent Registered Public Accounting Firm

December 21, 2006
Cleveland, Ohio

EX-23.3

Exhibit 23.3

Data & Consulting Services Division of Schlumberger Technology Corporation
1310 Commerce Drive
Park Ridge 1
Pittsburgh, PA 15275-1011
Tel: 412-787-5403
Fax: 412-787-2906

December 21, 2006

Mr. Randy L. Elkins
BPI Energy Holdings, Inc.
30775 Bainbridge Road
Suite 280
Solon, Ohio 44139

Dear Mr. Elkins:

RE: CONSENT OF SCHLUMBERGER TECHNOLOGY CORPORATION

As an independent oil and gas consultant, Schlumberger Technology Corporation hereby consents to the use of and references to its name and the name of its Data & Consulting Services Division and to the inclusion of and references to its reports prepared for BPI Energy Holdings, Inc. entitled “Reserve and Economic Evaluation of Proved Reserves of Certain BPI Energy, Inc. Oil and Gas Interests as of 31 July 2005,” and “Reserve and Economic Evaluation of Proved Reserves of Certain BPI Energy, Inc. Oil and Gas Interests as of 31 July 2006” and any of the information contained therein, in the Form S-8 of BPI Energy Holdings, Inc. to be filed with the Securities and Exchange Commission on or about December 22, 2006.

Sincerely,

/s/ Charles M. Boyer II

Charles M. Boyer II, PG
DCS Operations Manager
Pittsburgh Consulting Services
Division of Schlumberger Technology Corporation

EX-24.1

Exhibit 24.1

POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned directors and officers of BPI Energy Holdings, Inc., a corporation organized under the laws of British Columbia (the “Corporation”), hereby constitutes and appoints James G. Azlein and Randy L. Elkins, and each of them, as his true and lawful attorney-in-fact, as agent with full power of substitution and resubstitution for him and in his name, place and stead, to (a) sign and file on his behalf and in his name, place and stead in any and all capacities (i) a Registration Statement on Form S-8 (the “Registration Statement”) with respect to the registration under the Securities Act of 1933, as amended, of up to 2,000,000 shares of the Corporation’s Common Shares, without par value, for issuance under the BPI Energy Holdings, Inc. 2005 Omnibus Stock Plan, (ii) any and all amendments, including post-effective amendments, and exhibits to the Registration Statement and (iii) any and all applications or other documents to be filed with the Securities and Exchange Commission or any state securities commission or other regulatory authority with respect to the securities covered by the Registration Statement and (b) do and perform any and all other acts and deeds whatsoever that may be necessary or required in the premises and (2) ratifies and approves any and all actions that may be taken pursuant hereto by any of the above-named agents and attorneys-in-fact or their substitutes.

     This Power of Attorney has been signed in the respective capacities and on the respective dates indicated below.

Name	Title	Date
/s/ Dennis Carlton	Director	12/21/06
Dennis Carlton
/s/ William J. Centa	Director	12/21/06
William J. Centa
/s/ Costa Vrisakis	Director	12/21/06
Costa Vrisakis