U. S. 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


                               February 7, 1996



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


        Delaware                      0-24394                 52-1790357
(State  of  Incorporation)          (Commission            (I.R.S. Employer
                                    File Number)          Identification  No.)


                          5847 San Felipe, Suite 3420
                             Houston, Texas 77057
                   (Address of principal executive offices)

                                (713) 952-5703
             (Registrant's telephone number, including area code)







                           INDEX

                                                  
Item 1.  Changes in Control of Registrant               3

Item 2.  Acquisition or Disposition of Assets           3

Item 3.  Bankruptcy or Receivership                     3

Item 4.  Changes in Registrant's Certifying Accountant  3

Item 5   Other Events.                                  3

Item 6.  Resignations of Registrant's Directors.        3

Item 7   Financial Statements and Exhibits.             3






                            PENN OCTANE CORPORATION


Item  1.  Changes  in  Control  of  Registrant.

               NONE.

Item  2.  Acquisition  or  Disposition  of  Assets.

               NONE.

Item  3.  Bankruptcy  or  Receivership

               NONE.

Item  4.  Changes  in  Registrant's  Certifying  Accountant

               NONE.

Item  5.  Other  Events.

          The  Registrant's  news  release  dated  February 4, 1997, a copy of
          which  is  attached  as  Exhibit 1 hereto, is incorporated herein by
          reference and made a part hereof.

Item  6.  Resignations  of  Registrant's  Directors.

               NONE.

Item  7.  Financial  Statements  and  Exhibits.

               NONE.


                                 EXHIBIT INDEX



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

99.1                 News Release dated February 4, 1997                  6





                                  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
                         ---------------------
                         Ian  T.  Bothwell
                         Vice  President  &  Chief  Financial  Officer


Date:  February  7,  1997