SECURITIES
      AND EXCHANGE COMMISSION
    Washington,
      D.C. 20549
     
    FORM
      8-K
     
    CURRENT
      REPORT
    PURSUANT
      TO SECTION 13 OR 15(d) OF
    THE
      SECURITIES EXCHANGE ACT OF 1934
    
 
    
      
        
            
              | 
                 Date
                  of Report (Date of earliest event reported) 
               | 
                | 
              
                 September
                  6, 2006 
               | 
            
        
       
       
      
      (Exact
        name of registrant as specified in its charter)
       
      
        
            
              | 
                 Delaware 
               | 
                | 
              
                 000-21467 
               | 
                | 
              
                 41-2170618 
               | 
            
            
              | 
                 (State
                  or other jurisdiction of incorporation) 
               | 
                | 
              
                 (Commission
                  File Number) 
               | 
                | 
              
                 (IRS
                  Employer Identification No.) 
               | 
            
        
       
       
      
      
        
            
              | 
                 5711
                  N. West Avenue, Fresno, California 
               | 
                | 
              
                 93711 
               | 
            
            
              | 
                 (Address
                  of principal executive offices) 
               | 
                | 
              
                 (Zip
                  Code) 
               | 
            
            
              |   | 
                | 
                | 
            
            
              |  Registrant’s
                telephone number, including area code: | 
                | 
              (559)
                435-1771  | 
            
        
       
       
       
      
      (Former
        name or former address, if changed since last report)
     
     
    Check
      the
      appropriate box below if the Form 8-K filing is intended to simultaneously
      satisfy the filing obligation of the registrant under any of the following
      provisions (see
      General
      Instruction A.2. below):
    
    o Written
      communications pursuant to Rule 425 under the Securities Act (17 CFR
      230.425)
    
    o Soliciting
      material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
      240.14a-12)
    
    o Pre-commencement
      communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
      240.14d-2(b))
    
    o Pre-commencement
      communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
      240.13e-4(c))
    
    
     
    Item
      1.01. Entry
      Into a Material Definitive Agreement.
     
    Engineering,
      Procurement and Technology License Agreement dated September 6, 2006 by and
      between Delta-T Corporation and PEI Columbia, LLC
     
    On
      September 6, 2006, PEI Columbia, LLC (“PEI Columbia”), a wholly-owned subsidiary
      of Pacific Ethanol, Inc. (the “Company”), entered into an Engineering,
      Procurement and Technology License Agreement (the “Agreement”) dated September
      6, 2006 with Delta-T Corporation (“Delta-T”).
     
    The
      Agreement relates to the construction of PEI Columbia’s ethanol plant in
      Boardman, Oregon and provides that that Delta-T is to furnish and perform
      certain engineering and procurement services to support the construction and
      start-up of that plant (the “Work”). The Work is required to be performed in
      accordance with a detailed Work schedule. The schedule is subject to extension
      as a result of various factors, including change orders requested by PEI
      Columbia, force
      majeure
      and
      other events. Delta-T is also required to have its representatives or other
      employees or assistants instruct PEI Columbia’s personnel in the installation of
      plant equipment. PEI Columbia is required to furnish to Delta-T various
      documents, drawings, equipment, specifications, information, personnel and
      services to allow Delta-T to perform its obligations under the
      Agreement.
     
    Delta-T
      is required, at its own expense, to obtain all necessary permits that it is
      required to procure by applicable law in connection with its performance of
      the
      Work. All other permits required by applicable law in connection with the plant
      or in connection with any equipment are to be obtained by PEI Columbia at its
      own expense.
     
    PEI
      Columbia is entitled to issue change orders requiring changes in the Work;
      provided, that such change orders may cause adjustments in the Work schedule
      and
      in the amounts payable to Delta-T under the Agreement. Delta-T will not be
      required to proceed with certain changes until mutual agreement is obtained
      regarding those change orders—specifically, those change orders that, in
      Delta-T’s judgment, would have a detrimental impact on performance of the plant
      or if the amount of the change order exceeds 1% of the amounts payable to
      Delta-T under the Agreement.
     
    The
      Agreement provides for PEI Columbia to pay Delta-T: (a) a fixed fee in respect
      of the services to be performed by Delta-T, which is subject to adjustment
      based
      on the actual services ordered by PEI Columbia; (b) a license fee for a
      non-exclusive, paid-up, non-transferable right to use in perpetuity Delta-T’s
      technology associated with the plant; and (c) a procurement fee calculated
      as a
      percentage of the cost of all procured equipment. The aggregate amount to be
      paid to Delta-T under the Agreement is estimated to be between $5.6 and $6.6
      million. 
     
    Under
      the
      Agreement, Delta-T grants to PEI Columbia a non-exclusive, paid-up,
      non-transferable license to use in perpetuity Delta-T’s technology associated
      with the plant to use such technology at the plant and maintain and optimize
      or
      enhance the plant.
     
    
     
    The
      Agreement may be terminated, subject to certain notice and cure provisions,
      upon
      customary events such as the bankruptcy of one party, material breaches of
      the
      Agreement or failure to pay amounts owed. In the event that Delta-T terminates
      the Agreement, PEI Columbia will be required to pay a pro rata portion of the
      total fees payable based on the Work successfully completed plus 15% of the
      remainder of the total fees.
     
    Delta-T
      provides various customary representations and warranties under the Agreement,
      including warranties pertaining to errors in the Work which appear within a
      period of 12 months following mechanical completion of the plant. Delta-T is
      required, at its own expense, to obtain and maintain insurance policies
      satisfying certain specified coverages and amounts. Delta-T has also agreed
      to
      customary obligations to indemnify PEI Columbia and certain of its affiliates
      for liabilities associated with bodily injury and property damage and also
      with
      respect to PEI Columbia’s use of Delta-T’s intellectual property associated with
      its technology. Each of PEI Columbia and Delta-T have also agreed to certain
      customary confidentiality obligations.
     
    Engineering,
      Procurement and Technology License Agreements dated September 6, 2006 by and
      between Delta-T Corporation and Pacific Ethanol, Inc.
     
    On
      September 6, 2006, the Company entered into three Engineering, Procurement
      and
      Technology License Agreements (the “Additional Agreements”) dated September 6,
      2006 with Delta-T. The Additional Agreements relate to the construction of
      three
      additional ethanol plants at unspecified locations to be designated by the
      Company in the future and provide that Delta-T is to furnish and perform certain
      engineering and procurement services to support the construction and start-up
      of
      those plants. The terms and conditions of the Additional Agreements are
      substantially the same as the Agreement, except that the fees payable under
      each
      agreement are different. The differences in the fees from agreement to agreement
      are based upon differences in design from plant to plant, and upon expected
      economies derived from re-using engineering and design from one plant in
      subsequent projects.
     
    Item
      9.01. Financial
      Statements and Exhibits.
     
    (a) Financial
      Statements of Businesses Acquired.
     
    None.
     
    (b) Pro
      Forma Financial Information.
     
    None.
     
    (c) Exhibits.
     
    
     
    None.
    
     
    SIGNATURE
    
    Pursuant
      to the requirements of the Securities Exchange Act of 1934, the Registrant
      has
      duly caused this report to be signed on its behalf by the undersigned hereunto
      duly authorized.
     
     
    
      
          
            |   | 
              | 
              | 
          
          
            |  Date:
              September 12, 2006 | 
            PACIFIC
              ETHANOL,
              INC. | 
          
          
                | 
                | 
                | 
          
          
            |   | 
            By:   | 
            /s/ WILLIAM
              G. LANGLEY | 
          
          
            |   | 
            
               
             | 
          
          
            |   | 
            
               William
                G. Langley 
              Chief Financial
                Officer 
             | 
          
      
     
     
     
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