X0202 4 2004-10-26 0 0000893813 PENN OCTANE CORP POCC 0001207639 MURPHY EMMETT M 201 MAIN STREET, SUITE 1555 FORTWORTH TX 76102 1 0 0 0 Common Stock 1115500 I Paradigm Capital / Apogee Fund Common Stock 61700 D Common Stock 2004-10-26 4 P 0 5000 .95 A 66700 D Purchase Warrants 1.3505 2001-11-16 2006-11-15 Common Stock 20000 20000 D Purchase Warrants 1.3505 2001-11-16 2006-11-15 Common Stock 10000 10000 D Purchase Warrants 0.8376 2002-11-16 2007-11-15 Common Stock 10000 10000 D Purchase Warrants 0.9630 2003-11-16 2008-11-15 Common Stock 10000 10000 D Purchase Warrants 1.30 2004-11-16 2009-11-15 Common Stock 10000 10000 D Purchase Warrants 1.50 2005-03-09 2010-03-09 Common Stock 85000 85000 D The reporting person is the President of Paradigm Capital Corporation, a Texas Corporation, which in turn is the sole general partner of The Apogee Fund, L.P., a Delaware Limited Partnership. All of the referenced securities are owned of record by the Apogee Fund, and beneficial ownership of such securities is attributable to the Reporting Person and Paradigm Capital solely by reason of their shared voting and disposition power with respect to assets of The Apogee Fund. The Reporting Person disclaims beneficial ownership of the shares reported, except any shares attributable to him by virtue of his ownership interest in Paradigm Capital and Paradigm Capital's general partner interest in The Apogee Fund. The exercise prices for all outstanding warrants to purchase common stock were adjusted in connection with a pro-rata distribution on September 30, 2004, of all limited partner interests of Rio Vista Energy Partners L.P., a former subsidiary of Penn Octane Corporation, to all stockholders of Penn Octane Corporation. The purchase warrants vest in equal monthly installments over a one year period from date of issuance. Emmett M. Murphy 2005-08-17