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

SCHEDULE 13G

Under the Securities Exchange Act of 1934
(Amendment No. 04 )*

Penn Octane Corporation(Name of Issuer)

Common Stock, par value $0.01 per share(Title of Class of Securities)

707573101 (CUSIP Number)

December 31, 2006(Date of Event which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

[		]  Rule 13d-1(b)
[		]  Rule 13d-1(c)
[	X	]  Rule 13d-1(d)

* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13G
CUSIP No. 707573101
	1.	Names of Reporting Persons. Jerome B. Richter I.R.S. Identification Nos. of above persons (entities only).
	2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a)  [    ]       (b)  [    ]
	3.	SEC USE ONLY
	4.	Citizenship or Place of Organization United States
Number of Shares Beneficially Owned by Each Reporting Person With:		5.	Sole Voting Power 3,907,554 (1)
		6.	Shared Voting Power 0
		7.	Sole Dispositive Power 3,907,554 (1)
		8.	Shared Dispositive Power 0
	9.	Aggregate Amount Beneficially Owned by Each Reporting Person 3,907,554
	10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  [    ]
	11.	Percent of Class Represented by Amount in Row (9) 25.13%
	12.	Type of Reporting Person IN
(1) Assumes the exercise by the Reporting Person of 164,462 purchase warrants exercisable within 60 days into 164,462 shares of common stock.
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Item 1.
	(a)	Name of Issuer Penn Octane Corporation
	(b)	Address of Issuer's Principal Executive Offices 77-530 Enfield Lane, Bldg. D Palm Desert, CA 92211
Item 2.
	(a)	Name of Person Filing Jerome B. Richter
	(b)	Address of Principal Business Office or, if none, Residence 77-530 Enfield Lane, Bldg. D Palm Desert, CA 92211
	(c)	Citizenship United States
	(d)	Title of Class of Securities Common Stock, par value $0.01 per share
	(e)	CUSIP Number 707573101
Item 3.		If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
	(a)	[    ]	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).
	(b)	[    ]	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
	(c)	[    ]	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
	(d)	[    ]	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8).
	(e)	[    ]	An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
	(f)	[    ]	An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
	(g)	[    ]	A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
	(h)	[    ]	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
	(i)	[    ]	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
	(j)	[    ]	Group, in accordance with §240.13d-1(b)(1)(ii)(J).
Item 4.		Ownership.
	(a)	Amount beneficially owned: 3,907,554
	(b)	Percent of class: 25.13%
	(c)	Number of shares as to which the person has:
		(i)	Sole power to vote or to direct the vote 3,907,554
		(ii)	Shared power to vote or to direct the vote 0
		(iii)	Sole power to dispose or to direct the disposition of 3,907,554
		(iv)	Shared power to dispose or to direct the disposition of 0

Item 5.	Ownership of Five Percent or Less of a Class
	If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following [    ].
Instruction: Dissolution of a group requires a response to this item.                                  Not Applicable
Item 6.	Ownership of More than Five Percent on Behalf of Another Person
	Not Applicable
Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person
	Not Applicable
Item 8.	Identification and Classification of Members of the Group
	Not Applicable
Item 9.	Notice of Dissolution of Group
	Not Applicable
Item 10.	Certifications
	Not Applicable
SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Date:   January 29, 2007
	By:	/s/ Jerome B. Richter      Jerome B. Richter

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