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): ~~December~~March 243, ~~2008~~2009

Earth Biofuels, Inc.

(Exact Name of Registrant as Specified in Its Charter)

Delaware

(State or Other Jurisdiction of Incorporation)

333-110249		71-0915825
(Commission File Number)		(I.R.S. Employer Identification No.)

3001 Knox Street, Suite 403 Dallas, Texas		75205
(Address of Principal Executive Offices)		(Zip Code)

(214) 389-9800

(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:

	o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

	o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

	o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

[Missing Graphic Reference]

Item 8.01 Other Events

~~On November 14, 2007,~~ Earth Biofuels, Inc. (the “Company”) ~~executed~~today announced anthat ~~agreement with~~ the ~~group~~Board of ~~noteholders~~Directors ~~who~~have ~~had petitioned~~decided ~~for~~not ~~the~~to ~~Company’s~~pursue ~~involuntary bankruptcy (~~the ~~“Noteholders”). The~~ ~~agreement required the Noteholders to dismiss~~reverse ~~their~~split ~~petition~~ of ~~bankruptcy, and required~~ the Company’s tocommon ~~grant~~stock ~~certain~~as ~~security interests~~described toin ~~the~~its ~~Noteholders~~Schedule ~~pursuant~~14-C tofiled ~~a restructuring plan that confirmed the~~with ~~entire amount of debt due under~~ the ~~original~~Securities ~~notes~~and ~~held~~Exchange byCommission ~~the~~on ~~noteholders~~November ~~to be $100~~3,~~651,173~~ 2008.

~~On June~~The 30Company has determined that, ~~2008~~at this time, asa ~~part~~reverse ofstock ~~the~~split ~~restructuring~~may ~~plan,~~not be in the ~~Company~~best ~~closed~~interests onof its ~~share exchange~~shareholders. ~~agreement~~The ~~with~~original ~~PNG~~intent ~~Ventures~~was to initiate an anti-dilutive measure, ~~Inc.~~one that ~~exchanged~~would decrease the ~~ownership~~number of ~~the~~shares outstanding ~~Company’s~~and ~~subsidiary,~~help ~~New~~to ~~Earth~~create ~~LNG,~~a more orderly and healthy market for 7the trading of its stock. However,~~000,000~~ ~~PNG~~upon ~~common~~further ~~shares~~review and after conducting a historical analysis of the overall effects of such a split, ~~which~~it ~~were~~has been decided that the result ~~secured~~often produces downward pressure on the stock. Management believes it can produce the most shareholder value organically by focusing on expanding its business without modifying the ~~Noteholders~~Company’s current capital structure.

On December 23, 2008 the Company finalized an Amendment and Exchange Agreement with Castlerigg PNG Investments, LLC (“Castlerigg”) which granted the conversion of 5.6 million shares of its ownership in PNG Ventures, Inc. and new convertible debentures in the amount of $20,000,000. The new convertible debentures are convertible within twelve months at $0.50 per share, and the resulting debt reduction will reflect an approximate $70,000,000 gain on the Company’s income statement.

Castlerigg maintains certain security interests over the Company’s assets, and the remaining 1.4 million shares of PNG Ventures, Inc. common stock owned by the Company remain secured by the remaining Noteholders.

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 undersigned hereunto duly authorized.

	Earth Biofuels, Inc.
Dated: December 29, 2008	By:	/s/ Dennis G. McLaughlin, III
Dated: March 3, 2009	By:	/s/ Dennis G. McLaughlin, III
		Chief Executive Officer

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