SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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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1. Name and Address of Reporting Person* STRATEGIC TURNAROUND EQUITY PARTNERS LP CAYMAN (Last) (First) (Middle) 720 FIFTH AVENUE, 10TH FL (Street) NEW YORK NY 10019 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 05/14/2007	3. Issuer Name and Ticker or Trading Symbol PENN OCTANE CORP [ POCC ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)	5. If Amendment, Date of Original Filed (Month/Day/Year)
			6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	1,339,605	D(1)
Common Stock	1,732,453	I(2)	See footnote(2)
Common Stock	1,733,453	I(3)	See footnote(3)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

1. Name and Address of Reporting Person* STRATEGIC TURNAROUND EQUITY PARTNERS LP CAYMAN (Last) (First) (Middle) 720 FIFTH AVENUE, 10TH FL (Street) NEW YORK NY 10019 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* GALLOWAY BRUCE (Last) (First) (Middle) C/O GALLOWAY CAPITAL MANAGEMENT LLC 720 FIFTH AVENUE 10TH FLOOR (Street) NEW YORK NY 10019 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Herman Gary L (Last) (First) (Middle) C/O GALLOWAY CAPITAL MANAGEMENT LLC 720 FIFTH AVENUE 10TH FLOOR (Street) NEW YORK NY 10019 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. Bruce Galloway and Gary Herman are managing members of Galloway Capital Management, LLC the general partner of Strategic Turnaround Equity Partners, LP (Cayman) ("STEP"). Messrs. Galloway and Herman disclaim beneficial ownership of the shares in STEP except for their indirect interests therein by virtue of being members of Galloway Capital Management LLC and having direct interests as limited partners of STEP.

2. Of the total 1,732,453 shares, 1,339,605 are directly owned by STEP, 321,148 are held directly by Bruce Galloway's Individual Retirement Account, 54,200 are held by Mr. Galloway's children for whom Mr. Galloway has the power to vote and dispose, and 16,500 shares are owned by Rexon Galloway Capital Growth, LLC for which Mr. Galloway has the power to vote and dispose, and 1,000 are held by Jacombs Investments, Ltd. for which Mr. Galloway has the power to vote and dispose.

3. Of the total 1,733,453 shares, 1,339,605 are directly owned by STEP, 1,000 are owned by FBR, Inc. which Mr. Herman has the power to vote and dispose.

	Strategic Turnaround Equity Partners LP (Cayman) By: /s/ Gary Herman, Managing Member Galloway Capital Management, LLC, General Partner	05/29/2007
	Galloway Capital Management, LLC By: /s/ Gary Herman, Managing Member	05/29/2007
	/s/ Bruce Galloway	05/29/2007
	/s/ Gary Herman	05/29/2007
	** Signature of Reporting Person	Date
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