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 18, 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))


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Item  1.01.  Entry  into  a  Material  Definitive  Agreement

     On  November  18,  2004, Penn Octane Corporation ("Penn Octane") received a
letter  dated  November  12,  2004,  from  RZB Finance LLC ("RZB") advising Penn
Octane  that  RZB has amended its credit agreement with Penn Octane, as provided
in the line letter dated October 17, 2004, to increase the amount subject to the
uncommitted  credit  facility  from  $15  million to $20 million until March 31,
2005.  In  the  same  letter, RZB advised Penn Octane that the amount subject to
the  credit  facility  will  revert  back  to  $15 million as of March 31, 2005.


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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


                                     By: /s/ Ian T. Bothwell
                                        -------------------------
                                        Name: Ian T. Bothwell
                                        Title: Vice President, Chief Financial
                                               Officer, Treasurer and Assistant
                                               Secretary (Principal Financial
                                               and Accounting Officer

Date:  November  22,  2004


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