Mail Stop 7010

      September 20, 2005

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

Re:	Pacific Ethanol, Inc.
	Registration Statement on Form S-1
	Filed on August 19, 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 provide us your analysis of why the $21 million private
placement to 63 investors was exempt from registration under
Section
4(2) of the Securities Act.

Cover

2. Disclose the number of shares that underlie outstanding
warrants.

Summary, page 1

3. We note that your opening sentence discusses your operations
goal.
Please clarify up front whether or not you currently produce
ethanol
and revise this section to discuss your current operations prior
to
your operations goal.  Please revise your disclosure in MD&A and
Business to comply with this comment.

4. To avoid confusion in the second paragraph, clarify who "we" is
since you state "we" engaged in a transaction with Pacific
Ethanol,
the registrant.  Briefly disclose what the business operations of
Accessity, your predecessor, were.

5. Please identify and quantify all of the consideration given and
received in the March 2005 share exchange transaction.

Risk Factors, page 5

6. To the extent possible, avoid the generic conclusion you make
in
certain of your risk factors that the risk discussed would
adversely
affect your business and results of operations.  Instead, please
replace this language with specific disclosure of how your
business
and results of operations would be affected, i.e. demand, sales,
profits, reputation, etc.

7. Some risk factors include language like "We cannot assure" or
"There is no assurance."  Since the risk factors should set forth
the
potential risk and not your inability to assure or guarantee,
please
revise.

8. It appears that several of your risk factors disclose generic
risks
that could apply to any ethanol company.  Item 503(c) of
Regulation S-
K prohibits presenting risks that could apply to any issuer or any
offering.  We cite the fourth, fifth, sixth, eighth, ninth,
eleventh
and twelfth risk factors.  Please either clearly explain how each
of
these risk factors applies to your company or delete it.

9. Please move the risk factors regarding Kinergy, PEI and PBI`s
business risks to precede the risks related to your common stock.

The Market Price of Ethanol is Volatile..., page 13

10. Please reconcile your first statement with statements
throughout
the prospectus that the price of gasoline has the largest
influence on
the price of ethanol.  Please discuss how recent events, including
the
large increase in the price of gasoline may impact your business,
including demand for ethanol.

MD&A Overview, page 23

11. Regarding the October 2005 PBI acquisition, please disclose
the
time frame in which you expect the ethanol production facility to
start generating revenue. Disclose also your current estimate of
the
cash required to satisfy the first year`s expected debt service
requirements on the related debt financing. See Item 303(a)(1) of
Regulation S-K.

12. We note the substantial decline in Kinergy`s gross margin --
from
3.9% in 2004, to 1.7% in the first quarter of 2005, and to .7% in
the
quarter ended 6/30/05. On pages 24, 28, and 38, this decline is
attributed to (1) inventory gains in prior periods and (2)
historical
increases in ethanol prices. However, given that the 6/30/05
inventory
balance is substantially higher than in prior periods, and given
the
significant increase in ethanol prices during the quarter ended
6/30/05, there is a concern that readers may not fully understand
why
the 6/30/05 gross margin is 59% lower than the first quarter and
82%
lower than 2004. Please provide a detailed disclosure to clarify
this
issue. Disclose the extent to which margins have been impacted by
changes in ethanol prices and by gains/losses resulting from the
unmatched purchase/sale commitments referenced on page 10.

13. Please tell us supplementally of the source or basis for your
statements in the fourth full paragraph on page 24.  Please also
tell
us the source or basis for your statement on page 36 that "we
believe
that approximately 4.0 million tons... " and for your statements
on
page 39 regarding the demographics of certain areas in California.

Results of Operations, page 27

14. Please quantify each component that attributed to changes in
results of operations.  For example, on page 28, quantify the
additional headcount and each component of expenses and on page
29,
quantify the decrease in sales of grain inventory.  If material,
please disclose and quantify the other components of changes in
results of operations.  For example disclose and quantify the
other
components of the increase in SG&A on page 28 and the decrease in
net
sales on page 29.

Liquidity and Capital Resources, page 30

15. On page 31, please quantify how much it will cost to complete
the
site preparation, acquisition of equipment and engineering
services at
the Madera County facility.  Please disclose the estimated total
cost
to complete this production facility.

16. Please identify your "current and future available capital
resources."

Business, page 33

Overview of Ethanol Market, page 34

17. We note your citation of the "Renewable Fuels Association,"
"BBI
International" and "Rinker & Berger."  Please tell us what
materials
or documents from these entities 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
consents
for their use. We note that the BBI International study was
prepared
for ReEnergy.  Tell us whether or not this study was prepared for
a
fee.  If so, please file a consent by BBI International for the
use of
its statements and findings in the prospectus.

Kinergy Customers, page 37

18. Please identify any customers who accounted for 10% or more of
your sales pursuant to Item 101(c)(vii) of Regulation S-K.

Competition, page 41

19. Please disclose the principal methods of competition and
discuss
the negative factors pertaining to your competitive position
pursuant
to Item 101(c)(x) of Regulation S-K.

Certain Relationships and Related Transactions, page 57

20. Please separate the transactions between related parties of
Accessity and the current subsidiaries prior to the share exchange
from the related transactions among related parties of the
subsidiaries so that investors are clear as to what the
relationship
between Accessity and the current subsidiaries was prior to the
share
exchange agreement.

Selling Security Holders, page 66

21. Please disclose how each seller acquired the securities. For
example, disclose whether sellers acquired their shares in
connection
with the $21 million private placement, the share exchange
transaction, warrants, compensation or other transactions.

22. Please identify the number of shares being offered pursuant to
the
different transactions.

23. Please name all natural persons who share beneficial ownership
with Neuberger Berman, Chadbourn Securities, Fairmont Analytics,
Blair
Capital, and Sycamore Capital Partners.

24. Please disclose any affiliation between the sellers and
officers
and directors of the company. We note, for example, that Paul
Koehler,
the Turner and Illiquid Assets Trusts are sellers. Also disclose
if
there are any material relationships between you or your
affiliates
and any of the placement agents.  If any of your officers or
directors
will receive or share in proceeds from the offering, please
provide
appropriate cover page disclosure.

25. We note your disclosure that some of the sellers are
transferees
of placement agents in certain private placement transactions of
PEI
California that occurred prior to the consummation of the Share
Exchange Transaction. Please identify these sellers and tell us
what
exemption from registration was relied on.

26. Please confirm that none of the sellers currently have open
positions in the common stock.  If any of the sellers do have
short
positions, please indicate the size of the short position.
Supplementally confirm that you are aware of Telephone Interp.
A.65
(July 1997) on this matter, which is publicly available on our
website.

Private Placements Transactions through Which the Selling Security
Holders Obtained Beneficial Ownership of the Offered Shares, page
74

27. It appears that not all the private placement transactions are
described. Please describe these transactions and the replacement
warrants. Also describe in greater detail the terms of the
warrants.

Plan of Distribution, page 75

28. Please identify the sellers who are broker-dealers as
underwriters
and identify these sellers. Broker dealers and their affiliates
who
received the securities as compensation for underwriting
activities
need not be identified as underwriters.  Accordingly, please
revise
the statement that "each of the selling security holders has
represented to us that it is not acting as an underwriter... ."

Financial Statements

Note 2, page F-7

29. Please disclose how PEI accounted for its acquisition of
Accessity. Please quantify the assets and liabilities acquired and
disclose whether Accessity had any business operations on 3/23/05.
Disclose whether the transaction was accounted for as a
recapitalization and whether any fair value purchase accounting
adjustments were recorded.

30. ReEnergy`s historical financial statements reflect no material
assets or operating activities. Similarly, according to page 2,
ReEnergy has no current "significant business operations or
plans."
Further, the transaction does not appear to constitute a business
combination as outlined in paragraph 9 of SFAS 141. Therefore, it
does
not appear appropriate to record goodwill in the ReEnergy
acquisition.
If the primary business purpose of the ReEnergy transaction was to
compensate ReEnergy`s members for a feasibility study on the
Visalia
project, then presumably the $972,250 purchase price should be
accounted for as a research and development expense in PEI`s
6/30/05
statement of operations. Please revise the financial statements
pursuant to SFAS 2.

Purchase Agreement, page F-14

31. We note the $48 million PBI acquisition that is expected to
close
October 2005. It appears that PBI historical financial statements,
and
pro forma data, are required pursuant to Article 3-05 of
Regulation S-
X. See also Item 11(e) of the Form Instructions.

Kinergy Statements of Income, page F-40

32. Please disclose related party transactions on the face of the
financial statements. See the guidance in Article 4-08(k) of
Regulation S-X.

Revenue Recognition, page F-42

33. It is not clear whether Kinergy`s revenue recognition
practices
comply with EITF 99-19. In this regard, we note certain features
in
its ethanol marketing agreement (filed with the 8/31/05 Form 8-K)
that
may be indicative of net revenue reporting. Article 1.1 defines
Kinergy`s marketing (incentive) fee as a fixed 1% of the
transaction
amount. Article 2.1(c) suggests that the supplier, not Kinergy,
assumes the credit risk. Article 2.1(e)(iii) appears to give the
supplier authority over Kinergy`s selection of customers. Article
2.1(f) prohibits Kinergy from purchasing ethanol without a
matching
sales commitment. Article 2.3(c) suggests that the supplier is the
primary obligor since they are obligated to provide an alternative
source of ethanol product in the event they cannot produce the
ethanol
due to production problems. Also, we note the disclosure on p. 39
that
"In the event that our suppliers ship ethanol directly to our
customers, risk of loss passes directly from our suppliers to our
customers and we do not assume any risk of loss."  Given the
varying
features of Kinergy`s marketing transactions, it is not clear that
all
of the transactions should be reported as gross revenue in the
historical financial statements. Please provide us with an
analysis of
this issue as it applies to Kinergy`s annual financial statements
and
the Registrant`s 6/30/05 financial statements. Also, please
provide us
with copies of representative sales contracts used in transactions
with the 2 customers referenced on page 11 as comprising 29% of
2005
sales.


	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.
September 20, 2005
Page 1



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

         DIVISION OF
CORPORATION FINANCE