UNITED STATES OMB APPROVAL
SECURITIES AND EXCHANGE COMMISSION OMB Number: 3235-0058
Washington, D.C. 20549 Expires: May 31, 1997
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FORM 12b-25 SEC FILE NUMBER
000-24394
NOTIFICATION OF LATE FILING
(Check One): [X]Form 10-K CUSIP NUMBER
[ ]Form 20-F [ ]Form 10-Q 707573
[ ]Form N-SAR
For Period Ended: July 31, 1996
______________________
[ ]Transition Report on Form 10-K
[ ]Transition Report on Form 20-F
[ ]Transition Report on Form 11-K
[ ]Transition Report on Form 10-Q
[ ]Transition Report on Form N-SAR
For the Transition Period Ended:___________
___________________________________________________________
Read Instruction (on back page)
Before Preparing Form. Please
Print or Type.
Nothing in this form shall be construed
to imply that the Commission has verified
any information contained herein.
___________________________________________________________
If the notification relates to a portion of the filing
checked above, identify the Item(s) to which the nofication
relates:
___________________________________________________________
PART I - REGISTRANT INFORMATION
___________________________________________________________
Full Name of Registrant
Penn Octane Corporation
___________________________________________________________
Former Name if Applicable
International Energy Development Corporation
___________________________________________________________
Address of Principal Executive Office (Street and Number)
5847 San Felipe, Suite 3420, Houston, Texas 77057
___________________________________________________________
City, State and Zip Code
PART II - RULES 12b-25(b) and (c)
If the subject report could not be filed without
unreasonable effort or expense and the registrant
seeks relief pursuant to Rule 12b-25(b), the following
should be completed. (Check box if appropriate)
(a) The reasons decribed in reasonable
detail in Part III of this form
could not be eliminated without
unreasonable effort or expense;
(b) The subject annual report, semi-
annual report, transition report
on Form 10-K, Form 20-F, 11-K or
[X] Form N-SAR, or portion thereof,
will be filed on or before the
fifteenth calendar day following
the prescribed due date; or the
subject quarterly report of
transition report on Form 10-Q,
or portion thereof will be filed
on or before the fifth calendar
day following the prescribed due
date; and
(c) The accountant's statement or
other exhibit required by Rule
12b-25(c) has been attached if
applicable.
PART III - NARRATIVE
State below in reasonable detail the reasons why
Forms 10-K, 20-F, 11-K, 10-Q, N-SAR, or the
transition report or portion thereof, could not be
filed within the prescribed time period.
See Attached Rider
(Attach Extra Sheets if Needed)
SEC 1344 (6/94)
<PAGE>
PART IV - OTHER INFORMATION
(1) Name and telephone number of person
to contact in regard to this notification
Arnold H. Tracy (212) 626-4937
________________ __________ __________________
(Name) (Area Code) (Telephone Number)
(2) Have all other periodic reports required
under Section 13 or 15(d) of the Securities
Exchange Act of 1934 or Section 30 of the
Investment Company Act of 1940 during the
preceding 12 months or for such shorter period
that the registrant was required to file such
report(s) been filed? If answer is no,
identify report(s). [X]Yes [ ]No
______________________________________________
(3) Is it anticipated that any significant
change in results of operations from the
corresponding period for the last fiscal year
will be reflected by the earnings statements
to be included in the subject report or
portion thereof? [ ]Yes [X]No
If so, attach an explanation of the anticipated
change, both narratively and quantitatively,
and, if appropriate, state the reasons why a
reasonable estimate of the results cannot be
made.
______________________________________________
Penn Octane Corporation
__________________________________
(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf
by the undersigned hereunto duly authorized.
Date October 28, 1996 By Mark D. Casaday
________________ _______________
Name: Mark D. Casaday
Title: President
INSTRUCTION: The form may be signed by an
executive officer of the registrant or by
any other duly authorized representative.
The name and title of the person signing the
form shall be typed or printed beneath the
signature. If the statement is signed on
behalf of the registrant by an authorized
representative (other than an executive
officer), evidence of the representative's
authority to sign on behalf of the registrant
shall be filed with the form.
ATTENTION
Intentional misstatements or omissions of fact
constitute Federal Criminal Violations (See
18 U.S.C. 1001).
GENERAL INSTRUCTIONS
1. This form is required by Rule 12b-25
(17 CFR 240.12b-25) of the General Rules
and Regulations under the Securities
Exchange Act of 1934.
2. One signed original and four conformed
copies of this form and amendments thereto
must be completed and filed with the
Securities and Exchange Commission, Washington,
D.C. 20549, in accordance with Rule 0-3 of the
General Rules and Regulations under the Act.
The information contained in or filed with
the form will be made a matter of public
record in the Commission files.
3. A manually signed copy of the form and
amendments thereto shall be filed with each
national securities exchange on which any
class of securities of the registrant
is registered.
4. Amendments to the notifications must also
be filed on form 12b-25 but need not restate
information that has been correctly furnished.
The form shall be clearly identified as an
amended notification.
5. Electronic Filers. This form shall not be
used by electronic filers unable to timely file
a report solely due to electronic difficulties.
Filers unable to submit a report within the time
period prescribed due to difficulties in
electronic filing should comply with either Rule
201 or Rule 202 of Regulation S-T (232.201 or 232.202
of this chapter) or apply for an adjustment in
filing date pursuant to Rule 13(b) of Regulation
S-T (232.13(b) of this chapter).
<PAGE>
RIDER TO FORM 12b-25
______________________
The Form 10-KSB for the Registrant cannot be
filed within the prescribed time period due to
the resignation of three individuals as directors
and officers of the Corporation. As reported
in a Form 8-K which is being filed with the
Securities and Exchange Commission concurrently
herewith, during the week of October 21, 1996,
Thomas P. Muse, Mark A. Casaday and Thomas A.
Serleth resigned as directors of the Registrant.
In addition, Mr. Muse and Mr. Serleth resigned
from their respective positions as Chairman of
the Board and as Executive Vice President,
Chief Executive Officer, Treasurer, and
Secretary of the Registrant. Mr. Casaday's
tenure as President and Chief Executive Officer
terminates on October 31, 1996. Although new
orficers have been appointed, the Registrant will
need additional time to make the appropriate
filing of its Form 10-K for the fiscal year
ended July 31, 1996.
