UNITED STATES
                       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):  November 1, 2004


                             PENN OCTANE CORPORATION
             (Exact name of registrant as specified in its charter)


     Delaware                       000-24394               52-1790357
     (State of                     (Commission              (IRS Employer
     Incorporation)                File Number)             Identification No.)


     77-530 Enfield Land, Bldg D
     Palm Desert, California                                92211
     (Address of principal executive offices)               (Zip Code)

                                 (760) 772-9080
              (Registrant's telephone number, including area code)

                                       N/A
          (Former Name or Former Address, if Changed Since Last Report)


     Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):

     [ ]  Written communications pursuant to Rule 425 under the Securities Act
          (17 CFR 230.425)

     [ ]  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
          CFR 240.14a-12)

     [ ]  Pre-commencement communications pursuant to Rule 14d-2(b) under the
          Exchange Act (17 CFR 240.14d-2(b))

     [ ]  Pre-commencement communications pursuant to Rule 13e-4(c) under the
          Exchange Act (17 CFR 240.13e-4(c))


                                  Page 1 of 6

Item 2.02.  Results of Operations and Financial Condition

On  November  1,  2004, Penn Octane Corporation issued a press release regarding
its  results  of operations for the fiscal year ended July 31, 2004.   The press
release  is  attached  hereto  as  Exhibit  99.1.

Item 9.01.  Financial Statements And Exhibits

     (c)  Exhibits

          99.1      Press release dated November 1, 2004


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                                   SIGNATURES

     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 hereunto duly authorized.

                                    PENN OCTANE CORPORATION


Date:  November 3, 2004             By: /s/ Ian T. Bothwell
                                       -----------------------------------------
                                        Ian T. Bothwell,
                                        Vice President, Chief Financial
                                        Officer, Treasurer and Assistant
                                        Secretary (Principal Financial
                                        and Accounting Officer)


                                  Page 3 of 6

                                  EXHIBIT INDEX

Exhibit No.          Description                                   Page No.
- -----------          -----------                                   --------

     99.1            Press Release dated November 1, 2004                 5


                                  Page 4 of 6