FIRST AMENDMENT TO AMENDED AND RESTATED OPERATING AGREEMENT OF ONE EARTH ENERGY, LLC

Exhibit 3.3

FIRST AMENDMENT TO
AMENDED AND RESTATED OPERATING AGREEMENT
OF
ONE EARTH ENERGY, LLC

     Pursuant to Section 8.1 of the Amended and Restated Operating Agreement (the “Operating Agreement”) of One Earth Energy, LLC (the “Company”), the Members hereby amend such Operating Agreement as follows:

     Article V, Section 5.7(b)(iv) shall be deleted and shall be replaced by the following language:

     Issue more than an aggregate number of 22,320 Units;

     The foregoing First Amendment to Amended and Restated Operating Agreement of One Earth Energy, LLC, was duly adopted by the Members of said Company effective as of the day of October 12, 2006.

						ONE EARTH ENERGY, LLC
						By:		/s/ Xxxxxx Xxxxx
								Xxxxxx Xxxxx
								Its: President
APPROVED BY MEMBERS:
Topflight Grain Cooperative, Inc.						Ludlow Cooperative Elevator Company
By:		/s/ Xxxxx Xxxxxxxx				By:		/s/ Xxxxx Xxxxxxx
Its:		General Manager				Its:		General Manager
Xxxxxx Farmers Grain & Coal Company						Alliance Grain Co.
By:		/s/ Xxxxx Xxxxxxx, Xx.				By:		/s/ Xxxxxx Xxxxxx
Its:		General Manager				Its:		President
Grand Prairie Co-op, Inc.
By:		/s/ Xxxxx Xxxxxx
Its:		General Manager