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                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549



                                    FORM 8-K



                                 Current Report



                       Pursuant to Section 13 or 15(d) of
                       The Securities Exchange Act of 1934

         Date of Report (date of earliest event reported) April 30, 2001


                               PEN HOLDINGS, INC.
             (Exact name of registrant as specified in its charter)



      Tennessee                   333-60599                     62-0852576
   (State or other          Commission File Number)           (IRS Employer
   jurisdiction of                                          Identification No.)
    incorporation)




           5110 Maryland Way, Suite 300 Brentwood, Tennessee  37027
             (Address of principal executive offices)       (Zip Code)



        Registrant's telephone number, including area code (615) 371-7300





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ITEM 5. OTHER EVENTS.

         Reference is made to the Forbearance and Amendment No. 4, dated as of
March 16, 2001, as amended on April 16, 2001 and April 23, 2001 (the "Bank
Forbearance Agreement") to the Amended and Restated Credit Agreement (the
"Credit") between Pen Holdings, Inc. ("Pen Holdings") certain of its
subsidiaries and Mellon Bank, N.A. ("Mellon") as agent under the Credit and for
itself, CIBC, Inc., and AmSouth Bank (collectively, the "Banks") dated June 3,
1998, as amended. The Bank Forbearance Agreement would have terminated by its
terms on April 30, 2001.

         On April 30, 2001, Pen Holdings and the Banks entered a letter
agreement (the "Third Bank Letter Agreement") amending the Bank Forbearance
Agreement which , among other things, extended the forbearance period under the
Bank Forbearance Agreement until May 7, 2001. The Third Letter Agreement is
filed as Exhibit 99.1 hereto.

         Pen Holdings, the Banks and Travelers Casualty and Surety Company of
America ("Travelers") have also entered into the Tri-Party Forbearance Agreement
dated as of March 15, 2001, as amended (the "Tri-Party Forbearance Agreement.").
The Tri-Party Forbearance Agreement would have terminated by its terms on April
30, 2001.

         On April 30, 2001, Pen Holdings, the Banks and Travelers entered into
Amendment No. 2 to the Tri-Party Forbearance Agreement ("Amendment No. 2") which
extended the forbearance period under the Tri-Party Forbearance Agreement until
May 8, 2001. Amendment No. 2 is filed as Exhibit 99.2 hereto.



ITEM 7. EXHIBITS.

Exhibit 99.1 - Third Letter Agreement

Exhibit 99.2 - Amendment No. 2



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                                    SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.

                                                           PEN HOLDINGS, INC.

                                                       By: /s/ Mark A. Oldham
                                                       ----------------------
                                                         Name: Mark A. Oldham
                                               Title: Chief Financial Officer


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Exhibits

Exhibit 99.1 - Third Letter Agreement

Exhibit 99.2 - Amendment No. 2