UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 13)*

Pure Biofuels Corp.

(Name of Issuer)

Common Stock, $0.001 Par Value

(Title of Class of Securities)

74621R104

(CUSIP Number)

Plainfield Asset Management LLC

333 Ludlow Street

Stamford, CT 06902

Attention: General Counsel

Telephone: (203) 302-1700

(Name, Address and Telephone Number of Person Authorized to

Receive Notices and Communications)

March 10, 2011

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.

CUSIP No. 74621R104

1.	Name of Reporting Persons: Plainfield Special Situations Master Fund Limited

2.	Check the Appropriate Box if a Member of a Group (See Instructions)
	(a)	o
	(b)	x

3.	SEC Use Only

4.	Source of Funds: WC

5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o

6.	Citizenship or Place of Organization Cayman Islands

Number of Shares Beneficially by Owned by Each Reporting Person With	7.		Sole Voting Power: 0

	8.		Shared Voting Power: 553,186,465 (1)

	9.		Sole Dispositive Power: 0

	10.		Shared Dispositive Power: 553,186,465 (1)

11.	Aggregate Amount Beneficially Owned by Each Reporting Person: 553,186,465 (1)

12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions): o

13.	Percent of Class Represented by Amount in Row (11): 87.0% (1)

14.	Type of Reporting Person (See Instructions): CO, HC

	(1) Includes 153,696,959 shares of common stock acquired by the Reporting Persons and 399,489,506 that the Reporting Persons have the right to acquire upon conversion of convertible notes and the exercise of warrants. See Item 5.

CUSIP No. 74621R104

1.	Name of Reporting Persons: Plainfield Peru I LLC

2.	Check the Appropriate Box if a Member of a Group (See Instructions)
	(a)	o
	(b)	x

3.	SEC Use Only

4.	Source of Funds: WC

5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o

6.	Citizenship or Place of Organization Delaware

Number of Shares Beneficially by Owned by Each Reporting Person With	7.		Sole Voting Power: 0

	8.		Shared Voting Power: 553,186,465 (1)

	9.		Sole Dispositive Power: 0

	10.		Shared Dispositive Power: 553,186,465 (1)

11.	Aggregate Amount Beneficially Owned by Each Reporting Person: 553,186,465 (1)

12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions): o

13.	Percent of Class Represented by Amount in Row (11): 87.0%

14.	Type of Reporting Person (See Instructions): OO

(1) Includes 153,696,959 shares of common stock acquired by the Reporting Persons and 399,489,506 that the Reporting Persons have the right to acquire upon conversion of convertible notes and the exercise of warrants. See Item 5.

CUSIP No. 74621R104

1.	Name of Reporting Persons: Plainfield Peru II LLC

2.	Check the Appropriate Box if a Member of a Group (See Instructions)
	(a)	o
	(b)	x

3.	SEC Use Only

4.	Source of Funds: WC

5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o

6.	Citizenship or Place of Organization Delaware

Number of Shares Beneficially by Owned by Each Reporting Person With	7.		Sole Voting Power: 0

	8.		Shared Voting Power: 553,186,465 (1)

	9.		Sole Dispositive Power: 0

	10.		Shared Dispositive Power: 553,186,465 (1)

11.	Aggregate Amount Beneficially Owned by Each Reporting Person: 553,186,465 (1)

12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions): o

13.	Percent of Class Represented by Amount in Row (11): 87.0%

14.	Type of Reporting Person (See Instructions): OO

CUSIP No. 74621R104

1.		Name of Reporting Persons: Plainfield Asset Management LLC

2.		Check the Appropriate Box if a Member of a Group (See Instructions)

	(a)	o
	(b)	x

3.	SEC Use Only

4.	Source of Funds: OO

5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o

6.	Citizenship or Place of Organization Delaware

Number of Shares Beneficially by Owned by Each Reporting Person With	7.		Sole Voting Power: 0

	8.		Shared Voting Power: 553,186,465 (1)

	9.		Sole Dispositive Power: 0

	10.		Shared Dispositive Power: 553,186,465 (1)

11.	Aggregate Amount Beneficially Owned by Each Reporting Person: 553,186,465 (1)

12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions): o

13.	Percent of Class Represented by Amount in Row (11): 87.0%

14.	Type of Reporting Person (See Instructions): IA, OO

CUSIP No. 74621R104

1.	Name of Reporting Persons: Max Holmes

2.	Check the Appropriate Box if a Member of a Group (See Instructions)
	(a)	o
	(b)	x

3.	SEC Use Only

4.	Source of Funds: OO

5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o

6.	Citizenship or Place of Organization United States

Number of Shares Beneficially by Owned by Each Reporting Person With	7.		Sole Voting Power: 0

	8.		Shared Voting Power: 553,186,465 (1)

	9.		Sole Dispositive Power: 0

	10.		Shared Dispositive Power: 553,186,465 (1)

11.	Aggregate Amount Beneficially Owned by Each Reporting Person: 553,186,465 (1)

12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions): o

13.	Percent of Class Represented by Amount in Row (11): 87.0%

14.	Type of Reporting Person (See Instructions): IN

Item 1. Security and Issuer

Item 1 is hereby amended and restated in its entirety as follows:

This Amendment No. 13 (this “Amendment”) amends certain information in the statement on Schedule 13D, initially filed on September 21, 2007 by the Reporting Persons, as amended by Amendment No. 1 filed on January 31, 2008, Amendment No. 2 filed on April 3, 2008, Amendment No. 3 filed on August 6, 2008, Amendment No. 4 filed on November 7, 2008, Amendment No. 5 filed on December 11, 2008, Amendment No. 6 filed on March 17, 2009, Amendment No. 7 filed on April 2, 2009, Amendment No. 8 filed on April 13, 2009, Amendment No. 9 filed on July 24, 2009, Amendment No. 10 filed on June 11, 2010, Amendment No. 11 filed on February 10, 2011 and Amendment No. 12 filed on March 1, 2011 (as amended, the “Initial Statement”), relating to shares of common stock, par value $0.001 per share (the “Common Stock”), of Pure Biofuels Corp. (the “Issuer”), which has its principal executive office at 701 Brazos Street, Suite 1050, Austin, TX 78701.

Except as expressly provided herein, this Amendment does not modify any of the information previously reported in the Initial Statement. All capitalized terms used herein shall have the meanings given to them in the Initial Statement, and unless amended or supplemented hereby, all information previously filed remains in effect.

Item 4. Purpose of Transaction

Item 4 is hereby amended by adding the following paragraph as a new paragraph prior to the penultimate paragraph of Item 4:

Effective March 10, 2011, Panagiotis Ninios resigned as a director of the Issuer and Ahmad Al-Sati was elected the new Chairman of the board of directors of the Issuer.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: March 11, 2011

	PLAINFIELD SPECIAL SITUATIONS MASTER FUND LIMITED

	By:	/s/ Thomas X. Fritsch
		Thomas X. Fritsch
		Authorized Individual

	PLAINFIELD PERU I LLC

	By:	/s/ Thomas X. Fritsch
		Thomas X. Fritsch
		General Counsel, Managing Director and Secretary

	PLAINFIELD PERU II LLC

	By:	/s/ Thomas X. Fritsch
		Thomas X. Fritsch
		General Counsel, Managing Director and Secretary

	PLAINFIELD ASSET MANAGEMENT LLC

	By:	/s/ Thomas X. Fritsch
		Thomas X. Fritsch
		General Counsel

	MAX HOLMES

	By:	/s/ Thomas X. Fritsch
		Thomas X. Fritsch
		Attorney-in-Fact*

*Duly authorized pursuant to Power of Attorney, dated February 1, 2007, by and on behalf of Max Holmes, appointing Thomas X. Fritsch as his attorney-in-fact, incorporated by reference to Exhibit 1 of the Initial Statement.

PURE BIOFUELS CORP SC 13D/A