September  15,  1997


                 IRREVOCABLE STANDBY LETTER OF CREDIT NO. 310
                                 AMENDMENT #1



Attn:    Thomas  L.  Woodruff,  General  Counsel
County  Sanitation  Districts  of  Orange  County,  California
10844  Ellis  Avenue
Fountain  Valley,  CA  92708


Our  Irrevocable  Letter of Credit #310 dated April 2, 1997 for the account of
Penn  Octane  Corporation,  900  Veterans  Blvd.,  Suite 240, Redwood City, CA
94063,  is  hereby  amended  as  follows:

     Expiration  date  is  extended  to  November  26,  1997.

This  Amendment  and  the original letter of credit should be read together as
one  document.  Except as amended above, all other terms and conditions of the
Letter  of  Credit  continue  in  full  force  and  effect,  without  change.




/s/ John O. Brooks
- ------------------
John  O.  Brooks
President/CEO
Bay  Area  Bank