SEC – ‘UPLOAD’ from 6/24/05 re: Advanced BioEnergy, LLC – ‘LETTER’

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Delayed-Release Comment or Other Letter from the SEC
Filing Table of Contents

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 1: LETTER      Comment or Other Letter from the SEC                  15±    56K 

Document Table of Contents

Mail Stop 6010                                                                  

June 24, 2005                                                                   

Robert E. Bettger                                                               
Director                                                                        
Advanced BioEnergy, LLC                                                         
910 9th Street                                                                  
Fairmont, Nebraska 68354                                                        

Re:     Advanced BioEnergy, LLC                                                 
Registration Statement on Form SB-2                             
Filed May 27, 2005                                                  
Registration No. 333-125335                                     

Dear Mr. Bettger:                                                               

We have reviewed your filing and have the following                 
comments.                                                                       
Where indicated, we think you should revise your document 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 any other aspect               
of                                                                              
our review.  Feel free to call us at the telephone numbers listed               
at                                                                              
the end of this letter.                                                         

Registration Statement on Form SB-2                                             

General                                                                         

1. Please provide us with copies of all additional artwork and                  
graphics that you intend to include in the prospectus.                          

Fee Table                                                                       

2. Provide references to the specific provisions of Rule 457 on                 
which                                                                           
you rely.                                                                       

Prospectus                                                                      

3. Please provide us a copy of the prospectus in the form that you              
intend to provide it to investors.  The prospectus should evidence              
your compliance with the one-page cover limitation and the                      
requirements of Rule 421.                                                       

Cover Page of Prospectus                                                        

4. We note the restrictions on transfer that will be imposed upon               
your units.  Please briefly indicate the existence of such                      
restrictions on the cover page of your prospectus.                              

Prospectus Summary, page 1                                                      

The Project, page 1                                                             

5. We note that you intend to market your ethanol through an                    
experienced ethanol marketer.  If you have identified an ethanol                
marketer and entered into an agreement with such marketer, please               
name the marketer, file the agreement as an exhibit to your                     
registration statement and describe the material terms of the                   
agreement in an appropriate location in your prospectus.  Also,                 
disclose the basis of your belief that the marketer is                          
"experienced."                                                                  
If you have not identified an ethanol marketer, please generally                
describe how you anticipate identifying such a marketer and the                 
general terms of the arrangement that you expect to enter into                  
with                                                                            
such marketer, including compensation.                                          

Our Financing Plan, page 2                                                      

6. We note that you intend to conduct a debt financing                          
concurrently                                                                    
with the offering of your registered units.  Please provide us                  
with                                                                            
more detail on how you intend to structure your debt financing and              
provide us with your analysis as to why the debt financing should               
not                                                                             
be integrated with the registered offering.  Include in your                    
analysis                                                                        
a discussion of any relevant staff interpretations.                             

Membership in Advanced BioEnergy and Our Amended and Restated                   
Operation Agreement, page 2                                                     

7. We note the discussion in your third paragraph of how net                    
income                                                                          
will be allocated to unit holders.  Please expand your disclosure               
to                                                                              
similarly discuss how net losses will be allocated and treated for              
federal income tax purposes.                                                    

Escrow Procedures, page 5                                                       

8. Quantify the agent`s fees that will be deducted from proceeds                
you                                                                             
return to investors.                                                            

Risk Factors, page 8                                                            

9. We note from your disclosure that you may be required to issue               
warrants in order to obtain debt financing.  If material, please                
describe the risks to your investors from the issuance of such                  
warrants, including their dilutive effects.  In addition, we note               
that in order to commence operations, you will need to attract and              
retain operational employees.  If you intend to adopt a unit                    
incentive plan or otherwise grant units, options or warrants,                   
etc.,                                                                           
to attract and retain such personnel, please also address the                   
dilutive effects of those actions as well.                                      

10. We note from your disclosure on page 31 that the Nebraska                   
production tax credits may cause your plant to be less competitive              
than other Nebraska plants that are eligible to participate in                  
this                                                                            
program.  Please disclose any material risks that you may face as               
a                                                                               
result of those tax credits or other similar credits.                           

11. We note from your disclosure that you will engage in                        
contracting                                                                     
and hedging activities related to commodities once your plant                   
becomes                                                                         
operational.  Please describe any material risks that may result                
from                                                                            
engaging in such activities.                                                    

12. Regarding the penultimate paragraph of your "Risk Factors"                  
section on page 20, please note that investors are entitled to                  
rely                                                                            
on your disclosure.  Please remove any implication to the                       
contrary.                                                                       

13. Please revise the last paragraph of your "Risk Factors"                     
section                                                                         
to remove any implication that investors will waive any rights                  
under                                                                           
the federal securities laws.                                                    

14. Add a risk factor to explain the risks of the 25% quorum                    
mentioned on page 76.                                                           

Agreements that have not yet been finalized..., page 10                         

15. Please identify with specificity the agreements to which you                
refer.                                                                          

The plant site..., page 12                                                      

16. With a view toward disclosure, please tell us:                              

* the historical uses of the property that would indicate the risk              
of                                                                              
the existence of a hazardous condition; and                                     
* the investigation you have made of the condition of the                       
property.                                                                       

We have no current plan..., page 14                                             

17. If the emission of carbon dioxide violates current laws,                    
please                                                                          
say so directly.  If it does not violate laws, it is unclear why                
you                                                                             
would be subject to claims.  If it does violate laws, it is                     
unclear                                                                         
why you would build a non-compliant plant.                                      

Risks Related to the Units, page 16                                             

18. We note your disclosures on page 72 under "Distributions" that              
you do not know the amount of cash you will generate, if any, that              
cash distributions are not assured, and that such distributions                 
will                                                                            
depend on numerous factors.  Please expand your risk factor                     
disclosure to describe to your investors the risks associated with              
the foregoing factors, such as receiving limited or no future                   
distributions, and any material affects that such factors may have              
on                                                                              
your investors` ability to receive a return on their investment                 
given                                                                           
that you intend that the units will be illiquid securities.                     

Use of Proceeds, page 22                                                        

19. Please disclose the amounts to be paid to affiliates or                     
related                                                                         
parties in connection with this transaction, such as the amount to              
be                                                                              
paid the related bank.                                                          

Management`s Discussion and Analysis..., page 27                                

Trends and Uncertainties Impacting the Ethanol Industry..., page                
28                                                                              

20. If growth in demand for ethanol may be materially limited by a              
lack of ethanol blending capacity in the refining industry, please              
include a discussion of this factor and its potential affects on                
the                                                                             
marketing and pricing of your potential supply of ethanol in your               
anticipated markets.                                                            

Grants, Government Programs, Tax Credits and Tax Increment                      
Financing,                                                                      
page 31                                                                         

21. We note your disclosure in the last paragraph of page 31                    
regarding the legislative bill introduced in Nebraska.  If known,               
please indicate the periods during which your plant would have to               
become operational in order to benefit from this proposed                       
legislation.                                                                    

Description of Business, page 35                                                

22. The labeling contained in your diagram on page 35 is not                    
legible.                                                                        
Please ensure that all of the graphics and accompanying text that               
you                                                                             
include in your prospectus may be easily read by your investors.                

23. With a view toward disclosure, please tell us whether your                  
anticipated business involves any protected intellectual property               
and                                                                             
how you will obtain rights to that property.                                    

Ethanol Markets, page 39                                                        

24. Please provide us with independent, objective support for your              
statement that ethanol improves automobile performance.                         

General Ethanol Demand and Supply, page 40                                      

25. We note that you cite data from the National Corn Growers                   
Association and the Energy Information Administration here and in               
the                                                                             
other sections of your prospectus.  Please provide us with a                    
complete                                                                        
copy of the industry data that you have cited in your prospectus.               
With regard to the data you have cited from the EIA, please tell                
us                                                                              
whether the 2003 outlook report represents the most recently                    
available data.  If so, tell us the basis for your belief that the              
data remains reliable.  Please tell us whether the 2003 outlook                 
report contained any projections for the market in 2003 and 2004,               
and, if so, whether those predictions proved to be accurate.                    

26. Please tell us whether the industry data cited throughout your              
prospectus is publicly available or was commissioned by you or for              
your registration statement.                                                    

27. We note the disclosure in the first paragraph on page 42 which              
indicates that the described factors may adversely affect your                  
"profit margin" and your ability to "maintain positive cash                     
flows,"                                                                         
and the disclosure in the last paragraph on page 45 that the                    
described factors may reduce your "net income."  Please revise                  
your                                                                            
disclosures so that it is clear to your investors that your                     
ability                                                                         
to achieve positive gross margins, cash flows and net income is                 
prospective.                                                                    

28. Given your disclosure on page 28 that supply currently is                   
outpacing demand, please tell us why you believe that the chart at              
the bottom of page 41 is a materially complete presentation of                  
stocks                                                                          
and consumption.                                                                

Ethanol Average Prices, page 43                                                 

29. With a view toward disclosure, please tell us your budgeted                 
expenses per gallon that you plan to produce.                                   

Federal Ethanol Supports, page 43                                               

30. Please explain the tariff protections mentioned on page 16.                 

Property Location and Proximity to Markets, page 46                             

31. Please disclose the material provisions of the planting                     
agreement                                                                       
mentioned on page F-9.                                                          

32. In an appropriate section of your prospectus, disclose the                  
location and the nature of the property from which you currently                
operate your business.  For example, are you currently renting an               
office in a commercial office complex?                                          

Competition from Alternative Fuel Additives, page 51                            

33. With a view toward disclosure, tell us what information you                 
have                                                                            
about the demand for your proposed product in the areas to which                
you                                                                             
can economically deliver using the transportation methods you                   
describe on page 47.  Also tell us whether the plants in this area              
already satisfy this demand, and if so, how you intend to compete.              

Strategic Partners, page 53                                                     

Fagen, Inc., page 53                                                            

34. We note your disclosure that Fagen is a meaningful project                  
participant because of, among other factors, its "investment."                  
Please revise your disclose to describe or further clarify Fagen`s              
investment in your company.                                                     

35. Please more fully describe Fagen and ICM.  Provide some                     
specific                                                                        
indication of their size, operational history, and a balanced,                  
objective evaluation of both positive and negative experience in                
the                                                                             
industry.                                                                       

ICM, Inc., page 54                                                              

36. Clarify who "expects" ICM to be the principal subcontractor.                
Also disclose the extent of your communications and agreements                  
with                                                                            
ICM.                                                                            

Construction and timetable for completion of the project, page 54               

37. Disclose the material assumptions underlying the timetable.                 
For                                                                             
example, what weather and interest rates did you assume?  How much              
time for unplanned contingencies is built into the timetable?                   

Directors, Executive Officers, Promoters and Control Persons, page              
59                                                                              

Business Experience of Directors and Officers, page 59                          

38. For those directors or officers who have experience with                    
ethanol                                                                         
plants, please provide specific information about that experience.              
For example, the nature and duration of the experience, the size                
and                                                                             
location of the plant and the success of the plant.                             

Security Ownership of Certain Beneficial Owners and Management,                 
page                                                                            
61; and Units Beneficially Owned by Directors and Officers, page                
62                                                                              

39. We note that in your table of "Security Ownership of Certain                
Beneficial Owners" you have indicated that the Holmes Residuary                 
Trust                                                                           
and BioEnergy Capital Consultants are beneficial owners of your                 
units, while in your table of "Units Beneficially Owned by                      
Directors                                                                       
and Officers" Messrs. Holmes and Porter, respectively, are                      
identified                                                                      
as beneficial owners of your units.  Please revise your tables to               
present consistent information and to identify the natural persons              
who beneficially own the units.                                                 

Certain Relationships and Related Transactions, page 65                         

40. Please indicate the relationship of Fagen, Inc. to your                     
company                                                                         
that requires the disclosure of the transaction described in this               
section.                                                                        

41. We note the transactions pursuant to which your directors                   
initially purchased your units and the subsequent unit                          
distribution.                                                                   
To the extent that any of those transactions are required to be                 
disclosed pursuant to Item 404 of Regulation S-B, please expand                 
your                                                                            
disclosure to include those transactions or provide us with an                  
explanation of why those transactions are not required to be                    
disclosed in this section.  In particular, we note that Messrs.                 
Otte                                                                            
and Hughes appear to have initially purchased in excess of $60,000              
of                                                                              
your units.                                                                     

42. Please revise your disclosure regarding the payment of a                    
development fee to Messrs. Stephenson and Holmes to include the                 
estimated total project cost and the number of additional units                 
that                                                                            
may be issued to those individuals as indicated in the first                    
paragraph on page F-10.                                                         

43. Please describe with specificity the services that BioEnergy                
Capital provided in exchange for the membership units.  Also                    
disclose                                                                        
the duration of the consulting agreement and any additional                     
compensation to be paid under the agreement.                                    

Plan of Distribution, page 66                                                   

44. Please describe fully the purpose and legal implications of                 
each                                                                            
of the material terms of each agreement that investors must sign                
in                                                                              
connection with investing in your offering. Also clarify whether                
those agreements are included with the prospectus; we note your                 
reference to exhibits in the prospectus table of contents, but no               
such exhibits appear within the prospectus.                                     

45. We note your reference in the first paragraph to a prospectus               
"such as this."  Tell us what other prospectus you intend to use.               

46. Tell us whether each person who will participate in the                     
distribution is a registered broker-dealer.  If not, analyze in                 
detail how each such person qualifies for an exemption from such                
registration.                                                                   

The Offering, page 66                                                           

47. We note your disclosure that affiliated investors may acquire               
additional units and influence your business in a manner more                   
beneficial to them than to other investors.  If material, please                
describe in your "Risk Factors" section the risks that these                    
potential conflicts of interests may present to your non-                       
affiliated                                                                      
investors.                                                                      

Suitability of Investors, page 67                                               

48. Please disclose the reasons you are seeking each of the                     
representations and the effect of each representation on                        
investors.                                                                      
Include all material representations from exhibit 4.2.                          

49. Refer to the second bullet point.  It is inappropriate to                   
disclaim responsibility for the tax disclosure in your prospectus.              
Although we do not object to issuers recommending that investors                
consult their own tax advisors particularly with respect to their               
personal tax situation, we believe that requiring investors to                  
"rely"                                                                          
on the advice of others is an inappropriate disclaimer.  Likewise,              
section E.6.g of exhibit 4.2 to your registration statement is                  
inconsistent with your disclosure obligations.                                  

Subscription Period, page 68; and Subscription Procedures, page 68              

50. Clarify whether investors may withdraw subscriptions.                       

51. We note your disclosures in these sections that funds will be               
returned "by the close of the next business day or as soon as                   
possible after the termination of the offering" or "within thirty               
days of rejection."  Please note that these time periods are not                
consistent with Rule 10b-9 under the Securities Exchange Act of                 
1934                                                                            
which requires the "prompt" return of subscriptions.  Please                    
revise                                                                          
your disclosure throughout your registration statement to be                    
consistent with the requirement of Rule 10b-9.                                  

52. Disclose the interest rate that you will pay on any returned                
funds.                                                                          

53. Please expand the fourth paragraph to clarify when the board                
approval mentioned in the penultimate paragraph on page 2 will                  
occur.                                                                          

Summary of Promotional and Sales Material, page 70                              

54. We note your reference to the delivery of material on this                  
page                                                                            
and to the use of advertisements in local media on page 8.  Please              
tell us how your distribution of this material will be conducted                
so                                                                              
that your offering complies with section 5 of the Securities Act,               
including your prospectus delivery obligations.  Also tell us                   
whether                                                                         
you plan to use the Internet or any other electronic distribution               
procedures in connection with this offering, and describe how                   
those                                                                           
procedures are consistent with section 5.                                       

55. Please provide us a copy of your sales and promotional                      
material.                                                                       

Description of Membership Units, page 70                                        

56. Based on the first paragraph, it appears that you are offering              
two securities:  units and membership interests.  If so, please                 
revise your fee table and disclosure throughout your document.                  

57. If you can issue units and membership interests separately,                 
disclose the total number of each security that you are authorized              
to                                                                              
issue without the further authorization of your members.  If you                
can                                                                             
issue units or interests with preferred rights, please explain the              
potential effects.                                                              

58. Disclose the total number of each security outstanding and the              
total number of holders of each security.                                       

Separable Interests, page 71                                                    

59. We note your disclosure that your investors` membership                     
interests                                                                       
"may be terminated in accordance with the Delaware Limited                      
Liability                                                                       
Company Act."  Please revise your disclosure to indicate to your                
investors who are not familiar with such Act the circumstances                  
under                                                                           
which their membership interests may be terminated.  Provide                    
similar                                                                         
disclosure relative to the limitation on distributions mentioned                
in                                                                              
the first paragraph under "Distributions" on page 72.                           

Special Allocation Rules, page 73                                               

60. Please explain the nature and amount of the special                         
allocations                                                                     
that are required.  Also clarify the nature, effect, and amount of              
the offsetting allocations.                                                     

Restrictions on Transfers of Units, page 73                                     

61. Please tell us why you separated this section from the                      
similarly                                                                       
captioned disclosure on page 76.                                                

Summary of our Amended and Restated Operating Agreement, page 74                

62. With a view toward disclosure, please tell us the reasons you               
elected to be organized as a LLC rather than a corporation.                     

Members` Meetings and Other Members` Rights, page 76                            

63. Expand the third paragraph to disclose the situations that                  
require a greater or lesser vote.                                               

Unit Transfer Restrictions, page 76                                             

64. Disclose the "conditions precedent to a transfer."                          

Federal Income Tax Consequences of Owning Our Units, page 77                    

65. We note that your prospectus describes "some of the more                    
important" federal income tax consequences.  Please revise your                 
disclosure, as necessary, so that all material federal income tax               
consequences to your investors are described.  Also revise the                  
first                                                                           
sentence accordingly.                                                           

66. If you cannot unequivocally state what the tax consequences                 
"will" be, you should make clear why you cannot do so, the degree               
of                                                                              
uncertainty and what the possible outcomes and risks to investors               
are.  For example, we not the equivocal statement of what a                     
consequence is "intended" to be (last sentence on page 83), what                
consequence is "likely" (under "Reporting Requirements" on page                 
85),                                                                            
and the consequences that you "expect" (top of page 3 and in                    
exhibit                                                                         
8.1).                                                                           

Publicly Traded Partnership Rules, page 79                                      

67. Tell us who will operate the qualified matching service and                 
whether the operator will be a registered broker-dealer.  If the                
operator will not be registered, analyze whether an exemption from              
registration is available.                                                      

Tax Consequences Upon Disposition of Units, page 84                             

68. Please explain the operation of the concepts mentioned in the               
second sentence of the last paragraph.  Also clarify how                        
conventions                                                                     
mentioned in the last sentence affect these concepts.                           

Additional Information, page 87                                                 

69. Please tell us why you have included the following at the end               
of                                                                              
the second sentence of your first paragraph:  "and no reference is              
hereby made to such omitted information."                                       

70. If you do not intend to register your securities under Section              
12                                                                              
of the Exchange Act, please disclose the applicability of the                   
proxy                                                                           
rules and Section 16 of the Exchange Act, and disclose the                      
automatic                                                                       
suspension of your reporting obligation under Section 15(d) of the              
Exchange Act.  Include appropriate risk factors.                                

Financial Statements                                                            

71. Please include an updated and signed consent from your                      
independent auditors with any amendment.                                        

72. Please update the financial statements when required by Item                
310(g) of Regulation S-B.                                                       

Note B:  Members` Equity, page F-8                                              

73. Tell us why the balance sheet indicates that authorized units               
total 150,000 while this footnote indicates that authorized units               
total 10,000,000.                                                               

74. Tell us whether the 2-for-1 distribution was affected                       
retroactively. Please advise and/or revise. Refer to paragraph 54               
to                                                                              
SFAS 128.                                                                       

Part II of Registration Statement                                               

Item 24. Indemnification of Officers and Directors                              

75. Expand the third paragraph to clarify whether your operating                
agreement imposes any personal liability on members.                            

Item 25. Other Expenses of Issuance and Distribution                            

76. We note from your disclosure in the last sentence of the                    
second                                                                          
paragraph of Item 24 of Part II of your registration statement                  
that                                                                            
you may obtain directors and officers liability insurance.  If you              
do                                                                              
obtain such insurance prior to your registration statement                      
becoming                                                                        
effective, please include the premium paid for such insurance as a              
separate item in your itemized statement of expenses.  Please                   
refer                                                                           
to Item 511(a)(2) of Regulation S-B.                                            

Exhibits                                                                        

77. The agreements you have filed as exhibits 10.2 and 10.4 to                  
your                                                                            
registration statement appear to be blacklined versions of those                
agreements.  Please refile these agreements in a format which may               
be                                                                              
read by your investors.                                                         

78. Please file final, executed opinions, not "forms of" opinions.              

Exhibit 4.2                                                                     

79. Please tell us why you want investors to make the statement in              
paragraph E.6.m.  Include an explanation of the legal benefit of                
the                                                                             
clause to you.  Also tell us how investors are to determine                     
whether                                                                         
the investment is "suitable" given the many possible                            
interpretations                                                                 
of that term.                                                                   

Exhibit 5.1                                                                     

80. Please refer to our comment above regarding whether you are                 
issuing two securities.  Please analyze whether each security is                
analogous to a corporation`s equity or analogous to a security                  
whose                                                                           
holders` rights are determined by contract (like a warrant).  If                
equity, the opinion must state whether the securities will be,                  
when                                                                            
sold, "legally issued, fully paid and non-assessable."  If a                    
contract, the opinion must state whether the securities will be,                
when                                                                            
sold, binding obligations of the registrant.                                    

Exhibit 8.1                                                                     

81. With a view toward clarifying the opinion and your disclosure,              
please tell us with specificity which matters of law and legal                  
conclusions in your tax disclosure are carved out of the opinion                
by                                                                              
the language "unless otherwise noted" in the fourth paragraph.                  

Exhibits 5.1 and 8.1                                                            

82. Given the date restrictions contained in the opinions, please               
file opinions which are dated as of the date you intend your                    
registration statement to be declared effective.                                

83. Counsel must consent in each opinion to the prospectus                      
discussion                                                                      
of such opinion, the reproduction of the opinion as an exhibit and              
being named in the registration statement.  Please filed revised                
opinions that include such consents.                                            

* * *                                                                           

As appropriate, please amend your registration statement in         
response to these comments.  You may wish to provide us with                    
marked                                                                          
copies of the amendment to expedite our review.  Please furnish a               
cover letter with your amendment 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 amendment 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 investment 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 staff comments and the declaration of              
effectiveness 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 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 Patrick Enunwaonye at (202) 551-3645 or Gary        
Todd, Review Accountant, at (202) 551-3605, if you have questions               
regarding our comments on the financial statements and related                  
matters.  Please contact Tim Buchmiller at (202) 551-3635 or me at              
(202) 551-3617 with any other questions.                                        

Sincerely,                                                          

                                               Russell Mancuso
                                            Branch Chief

cc:     William E. Hanigan, Esq.                                                
Miranda L. Hughes, Esq.                                         
??                                                                              

??                                                                              

??                                                                              

??                                                                              

Robert E. Bettger                                                               
Advanced BioEnergy, LLC                                                         
June 24, 2005                                                                   
Page 14                                                                         

Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘UPLOAD’ Filing		Date		Other Filings
Release Delayed to:		9/25/06		CORRESP,  UPLOAD
Filed on:		6/24/05		UPLOAD
		5/27/05		REGDEX,  SB-2,  UPLOAD
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1 Previous Filing that this Filing References

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 5/27/05  Advanced BioEnergy, LLC           SB-2                  19:1.3M                                   Toppan Merrill-FA