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U.S. Securities and Exchange Commission

Securities Exchange Act of 1934
Rule 12h-3

August 12, 2008

Response of the Office of Chief Counsel
Division of Corporation Finance

Re: Prairie Creek Ethanol, LLC
Incoming letter dated August 12, 2008

Based on the facts presented, it is the Division's view that the effectiveness of Prairie Creek Ethanol's registration statement on Form SB-2 during the fiscal year ending December 31, 2008 would not preclude Prairie Creek Ethanol from utilizing Rule 12h-3 under the Securities Exchange Act of 1934. In reaching this position, we particularly note that no securities were sold pursuant to the registration statement and Prairie Creek Ethanol has withdrawn the registration statement and the post-effective amendment to the registration statement pursuant to Rule 477 under the Securities Act of 1933.

This position is based on the representations made to the Division in your letter. Any different facts or conditions might require the Division to reach a different conclusion. Further, this response expresses the Division's position on enforcement action only and does not express any legal conclusion on the question presented.


William A. Hines
Special Counsel

Incoming Letter:

The Incoming Letter is in Acrobat format.



Modified: 08/13/2008