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^*

MURPHY EMMETT M

(Last)

(First)

(Middle)

201 MAIN STREET, SUITE 1555

(Street)

FORTWORTH

76102

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
PENN OCTANE CORP [ POCC ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
10/26/2004

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								1,115,500	I	Paradigm Capital / Apogee Fund⁽¹⁾
Common Stock								61,700	D
Common Stock	10/26/2004		P		5,000	A	$0.95	66,700	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	$1.3505⁽²⁾							11/16/2001	11/15/2006	Common Stock	20,000		20,000	D
Purchase Warrants	$1.3505⁽²⁾							11/16/2001⁽³⁾	11/15/2006	Common Stock	10,000		10,000	D
Purchase Warrants	$0.8376⁽²⁾							11/16/2002⁽³⁾	11/15/2007	Common Stock	10,000		10,000	D
Purchase Warrants	$0.963⁽²⁾							11/16/2003⁽³⁾	11/15/2008	Common Stock	10,000		10,000	D
Purchase Warrants	$1.3							11/16/2004⁽³⁾	11/15/2009	Common Stock	10,000		10,000	D
Purchase Warrants	$1.5							03/09/2005⁽³⁾	03/09/2010	Common Stock	85,000		85,000	D

Explanation of Responses:

1. 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.

2. 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.

3. The purchase warrants vest in equal monthly installments over a one year period from date of issuance.

Remarks:

	Emmett M. Murphy	08/17/2005
	** 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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