SEC FORM 4

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

HANDLY CHARLES

(Last)

(First)

(Middle)

820 GESSNER ROAD, SUITE 1285

(Street)

HOUSTON

77024

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
RIO VISTA ENERGY PARTNERS LP [ RVEP ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Secretary

3. Date of Earliest Transaction (Month/Day/Year)
09/30/2004

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	09/30/2004		J⁽¹⁾		2,500	A	$0.0	2,500	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Purchase Warrants	$33.7594	09/30/2004		J⁽²⁾		2,500		08/07/2004	08/06/2005	Common Units	2,500	$0.00	2,500	D
Purchase Warrants	$32.1818	09/30/2004		J⁽²⁾		12,500		08/07/2000⁽³⁾	08/06/2005	Common Units	12,500	$0.00	12,500	D
Purchase Warrants	$33.7594	09/30/2004		J⁽²⁾		1,250		08/07/2000⁽⁴⁾	08/06/2005	Common Units	1,250	$0.00	1,250	D
Purchase Warrants	$20.4197	09/30/2004		J⁽²⁾		1,250		08/07/2001⁽⁴⁾	08/06/2006	Common Units	1,250	$0.00	1,250	D

Explanation of Responses:

1. Common units were received in a pro-rata distribution on September 30, 2004, of all limited partner interests of Rio Vista Energy Partners L.P. to all stockholders of Penn Octane Corporation, the former parent of Rio Vista Energy Partners L.P. The reporting person was a stockholder of Penn Octane Corporation on the date of distribution.

2. Warrants to purchase common units were received in connection with a pro-rata distribution on September 30, 2004, of all limited partner interests of Rio Vista Energy Partners L.P. to all stockholders of Penn Octane Corporation, the former parent of Rio Vista Energy Partners L.P. The reporting person was a warrantholder of Penn Octane Corporation on the date of the distribution.

3. The purchase warrants vest ratably over a 3 year period from date of issuance.

4. The purchase warrants vest ratably over a 1 year period from date of issuance.

Remarks:

The reporting person is an officer of Rio Vista GP LLC, the general partner of Rio Vista Energy Partners L.P.

	Charles Handly	09/30/2004
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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