X0202 5 2005-12-31 0 0 0 0000893813 PENN OCTANE CORP POCC 0001022881 RICHTER JEROME B 335 TOMAHAWK DR. PALM DESERT X1 92211 0 0 1 0 Common Stock 3843800 D Common Stock 37850 I Spouse Purchase Warrants 1.50 2005-03-09 2010-03-09 Common Stock 250000 250000 D The Forms 4 filed on Jan. 22, 2004, Oct. 1, 2004 and Mar. 11, 2005 overstated the number of shares directly owned by the reporting person. Since Dec. 30, 2003, following the transactions on that date reported previously, the reporting person has directly owned 3,843,800 shares of common stock. The Form 4 filed on Jan. 22, 2004 overstated the number of shares indirectly owned by the reporting person. Since Dec. 30, 2003, the reporting person has indirectly owned 37,850 shares of common stock. The purchase warrants vest in equal monthly installments over a 3 year period from the date of issuance. Jerome B. Richter 2006-02-13