SECURITIES AND EXCHANGE COMMISSION
WAASHINGTON, 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: October 28, 1996
PENN OCTANE CORPORATION
(Exact name of registrant as specified
in its charter)
Delaware 0-24394 52-1790357
(State of (Commission (IRS Employer
Incorporation) File Number) Identification No.)
5847 San Felipe, Suite 3420
Houston, Texas 77057
(Address of pricipal executive
offices)
(713) 952-5703
(Registrant's telephone number, including
area code)
<PAGE>
Item 6. Resignations of registrant's
directors
The Registrant's news release dated
October 28, 1996, a copy of which is attached
as Exhibit 1 hereto, is incorporated herein by
reference and made a part of hereof.
<PAGE>
SIGNATURES
Pursuant to the requirements of the
Securities and Exchange Act of 1934, the
registrant has duly caused this report to be
signed on its behalf by the undersitgned
hereunto duly authorized.
PENN OCTANE CORPORATION
Date: October 28, 1996 By: Mark D. Casaday
Name: Mark D. Casaday
Title: President
<PAGE>
EXHIBIT INDEX
Exhibit No. Description Page No.
__________ _________________________ _________
1. News Release dated 5
October 28, 1996
<PAGE>
PENN OCTANE CORPORATION
OCTOBER 28, 1996
For Release: IMMEDIATELY
Cotact: Jerome B. Richter
(415) 368-1501
Ian T. Bothwell
(713)952-5703
PENN OCTANE TO BRING IN NEW MANAGEMENT TEAM
Houston, Texas - On Tuesday, October 29, 1996,
Penn Octane Corporation (NASDAQ: POCC) will
hold a board of directors meeting, at which
meeting a new management team will be elected
as officers. It is expencted that J.B. Richter,
the Corporation's largest shareholder, will
become the Corporation's Chairman, President and
Chief Executive Officer. Ian T. Bothwell, the
founder of Bothwell & Asociados, S.A., de C.V.,
a management consulting and financial advisory
company, will become a Vice President and
Secretary of the Corporation. The newly elected
management is expected to enhance shareholder
value through the expansion of the existing
business as well as the development of new
business opportunities.
Effective October 24, 1996, Messrs. Thomas P.
Muse, Chairman, Mark D. Casaday, President,
and Thomas A. Serleth, Executive Vice
President, Secretary, Treasurer and Chief
Financial Officer, resigned as members of the
Board of Directors and Officers of the
Corporation. Mr. Casaday will continue as
President until the expiration of his
employment contract on October 31, 1996.
Penn Octane Corporation operates a liquefied
petroleum gas (LPG) pipeline in South
Texas and an LPG terminal in the Port of
Brownsville, Texas.
