UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

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)

~~August~~December 112, 2004

PROLONG INTERNATIONAL CORPORATION

(Exact name of registrant as specified in its charter)

Nevada		~~000~~001-14123		74-2234246
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)


6 Thomas, Irvine, CA		92618
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (949) 587-2700

Not applicable

(Former name or former address, if changed since last report.)

~~Item~~Check 5.the ~~Other~~appropriate ~~Events~~box ~~and~~below ~~Regulation~~if FDthe ~~Disclosure.~~Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

On¨ ~~August~~Written ~~11,~~communications ~~2004,~~pursuant ~~the~~to ~~Prolong~~Rule ~~International~~425 ~~Corporation~~under (the ~~“Company”) amended the~~ Securities ~~Purchase Agreement~~Act (~~the~~17 ~~“Agreement”)~~CFR ~~originally entered into on November 24, 2003 with certain institutional investors (the “Investors”)~~230. ~~Under the terms of the amendment (the “Amendment”~~425), the Company obtained a loan in the aggregate principal amount of Two Hundred Fifty Thousand Dollars ($250,000) from the Investors pursuant to secured promissory notes, which bear interest at 8% per annum and are due and payable on November 24, 2008.

~~Additionally,~~¨ ~~the~~Soliciting ~~Amendment~~material ~~provides~~pursuant ~~that the Company will remit~~ to ~~the~~Rule ~~Investors, on a pro~~14a-~~rata~~12 ~~basis,~~under ~~fifty percent of~~ the ofExchange ~~the~~Act ~~proceeds in excess of the Company’s cost basis which are received by the Company from sales of its holdings of common stock and warrants to purchase common stock of Oryxe Energy International, Inc.~~ (~~“Oryxe”),~~17 ~~immediately~~CFR ~~upon such sale~~240. Additionally, the Company agreed to remit to the Investors fifty percent of the proceeds from the sale or license of the Company’s license and development rights with Oryxe for certain Oryxe technology and to pay to Investors a portion of the net revenues received from sales of products that incorporate technology or other rights covered by a license agreement with Oryxe. 14a-12)

~~Lastly,~~¨ ~~the~~Pre-commencement ~~Amendment~~communications provides that (i) the applicability of financial covenants in the Agreement shall be postponed until after December 31, 2005, (ii) the schedule of interest payments under the secured promissory notes issued pursuant to ~~the~~Rule ~~Agreement shall be adjusted,~~ 14d-2(~~iii~~b) ~~the payment of royalty payments~~ under the ~~Agreement~~Exchange ~~shall~~Act ~~be postponed until March 31, 2005 and~~ (~~iv)~~17 ~~the warrants~~CFR ~~issued pursuant to the Agreement shall only become exercisable for an additional ten percent of the Company’s outstanding shares of common stock upon a payment default by the Company~~240. 14d-2(b))

~~The~~¨ ~~foregoing~~Pre-commencement ~~description~~communications ofpursuant ~~the Amendment does not purport~~ to beRule ~~complete~~13e-4(c) ~~and~~under ~~is only a summary of~~ the ~~principal~~Exchange ~~terms~~Act ~~thereof.~~(17 ~~The~~CFR ~~Amendment is attached hereto as Exhibit 10~~240.~~39.1 and is incorporated herein by reference.~~ 13e-4(c))

Item 71.01 ~~Financial~~Entry ~~Statements~~Into ~~and~~a ~~Exhibits~~Material Definitive Agreement

On December 2, 2004, Mr. Nicolaas Rosier notified Prolong International Corporation (athe “Company”) ~~Not~~that ~~applicable~~he is resigning his position as Chief Financial Officer of Prolong International Corporation effective December 29, 2004 to pursue other opportunities. A replacement has not yet been appointed to fill the vacancy created by Mr. Rosier’s resignation.

~~(b)~~Pursuant ~~Not~~to a ~~applicable~~letter agreement entered into between Mr. Rosier and the Company on December 2, 2004, Mr. Rosier will continue as an employee of the Company, on a part-time basis, through June 30, 2005 to assist with the Company’s auditing, budgeting, accounting and other administrative matters. The letter agreement also provides that the Employment Agreement originally entered into with Mr. Rosier on June 1, 2000 will be terminated effective December 29, 2004.

~~(c)~~The ~~Exhibits.~~foregoing ~~The~~description ~~following~~of ~~exhibit~~the letter agreement does not purport to be complete and is ~~filed~~qualified asin ~~part~~its entirety by reference to the letter agreement, a copy of ~~this~~which ~~report:~~is attached hereto as Exhibit 10.44, and incorporated herein by reference.

Exhibit Number		Description
10.39.1		Amendment to Securities Purchase Agreement, dated August 11, 2004, by and among Prolong International Corporation, Prolong Super Lubricants, Inc., Prolong International Holdings Ltd., Prolong International Ltd. and the investors named therein.

Item 1.02 Termination of a Material Definitive Agreement

See disclosure under Item 1.01 of this Current Report on Form 8-K.

Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers

See disclosure under Item 1.01 of this Current Report on Form 8-K.

Item 9.01 – Financial Statements and Exhibits

(c)

Exhibits


*Exhibit Number*		*Description*
10.44		Letter Agreement, dated December 2, 2004, between Prolong International Corporation and Nicolaas Rosier.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

		PROLONG INTERNATIONAL CORPORATION
August 20, 2004		/s/ Nicolaas Rosier
December 8, 2004		/s/ Nicolaas Rosier
		Nicolaas Rosier, Chief Financial Officer

EXHIBIT INDEX

Exhibit Number		Description
10.39.1		Amendment to Securities Purchase Agreement, dated August 11, 2004, by and among Prolong International Corporation, Prolong Super Lubricants, Inc., Prolong International Holdings Ltd., Prolong International Ltd. and the investors named therein.
10.44		Letter Agreement, dated December 2, 2004, between Prolong International Corporation and Nicolaas Rosier.

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