AMENDED AND RESTATED BYLAWS
                                      OF
                            PENN OCTANE CORPORATION
                           (a Delaware corporation)


                                   ARTICLE I
                                    Offices
                                    -------

     Section  1.          Registered  Office.    The  registered office of the
corporation  shall  be  at  1209  Orange  Street,  Wilmington,  Delaware.  The
Corporation Trust Company shall be the registered agent of this corporation in
charge  thereof.

     Section  2.       Other Offices.  The corporation may have other offices,
either within or without the State of Delaware, at such place or places as the
Board  of  Directors  may  from  time to time determine or the business of the
corporation  may  require.


                                  ARTICLE II
                           Meetings of Stockholders
                           ------------------------

     Section  1.     Annual Meetings.  Annual meetings of the stockholders for
the  election of directors and for such other business as may be stated in the
notice  of  the meeting shall be held at such time and place, either within or
without  the  State  of  Delaware,  and at such time and date, as the Board of
Directors  shall  determine  and  set  forth  in  the  notice  of the meeting.

     Section  2.         Other Meetings.  Meetings of the stockholders for any
purpose  other  than  the  election  of directors may be held at such time and
place,  within or without the State of Delaware, as shall be determined by the
Board  of  Directors  and  stated  in  the  notice  of  the  meeting.

     Section  3.      Voting.  Unless otherwise provided in the Certificate of
Incorporation  or  applicable  By-law,  each  stockholder  entitled to vote in
accordance  with the terms of the Restated Certificate of Incorporation and in
accordance with the provisions of these By-Laws shall be entitled to one vote,
in  person  or by proxy, for each share of stock entitled to vote held by such
stockholder,  but  no  proxy  shall  be  voted after three years from its date
unless  such  proxy  provides  for  a  longer  period.  Upon the demand of any
stockholder,  the vote for directors and the vote upon any question before the
meeting shall be by ballot.  All elections for directors shall be decided by a
plurality  of  the  votes  of  the shares present in person or by proxy at the
meeting and entitled to vote on the election of directors; all other questions
shall be decided  by the affirmative vote of the majority of shares present in
person  or by proxy and entitled to vote except as otherwise provided in these
By-Laws or by the Certificate  of Incorporation or by the laws of the State of
Delaware.

     A  complete  list  of  the  stockholders  entitled to vote in the ensuing
election,  arranged  in  alphabetical order, with the address of each, and the
number  of  shares  held  by  each,  shall be opened to the examination of any
stockholder  for  any purpose germane to the meeting, during ordinary business
hours,  for  a  period  of at least ten days prior to the meeting, either at a
place  within  the  city where the meeting is to be held, which place shall be
specified  in the notice of the meeting, or, if not so specified, at the place
where  the meeting is to be held.  The list shall also be produced and kept at
the  time  and  place  of the meeting during the whole time thereof and may be
inspected  by  any  stockholder  who  is  present.

     Section  4.          Quorum.    Except  as otherwise required by law, the
Certificate  of  Incorporation or these By-Laws, the presence, in person or by
proxy,  of  stockholders  holding  a  majority of the stock of the corporation
entitled  to  vote  shall  constitute  a  quorum  at  all  meetings  of  the
stockholders.    In  case  a  quorum  shall  not  be present at any meeting, a
majority  in interest of the stockholders entitled to vote thereat, present in
person  or  by proxy, shall have the power to adjourn the meeting from time to
time,  without  notice  other  than  announcement  at  the  meeting, until the
requisite  amount  of  stock  entitled  to  vote  shall  be  present.  At such
adjourned  meeting  at  which  the  requisite amount of stock entitled to vote
shall  be  represented,  any  business may be transacted which might have been
transacted  at  the meeting as originally noticed; but only those stockholders
entitled  to  vote  at  the meeting as originally noticed shall be entitled to
vote  at  any  adjournment or adjournments thereof.  If any adjournment is for
more  than  thirty days or if after the adjournment a new record date is fixed
for  the  adjourned meeting, notice of the adjourned meeting shall be given to
each  stockholder  of  record  entitled  to  vote  thereat.

     Section  5.       Special Meetings.  Special meetings of the stockholders
for  any purpose or purposes may be called by the President of the Corporation
and shall be called by the President or Secretary at the request in writing of
a  majority  of  the  Board  of Directors, or at the request in writing of the
registered  holder  or holders of 10% or more of the capital stock outstanding
and entitled to vote.  Any such request shall state the purpose or purposes of
the  proposed  meeting.

     Section  6.       Notice of Meetings.  Written notice, stating the place,
date  and  time  of  the meeting, and the general nature of the business to be
considered, shall be given to each stockholder entitled to vote thereat at his
address as it appears on the records of the corporation, not less than ten nor
more  than  sixty  days  before  the  date  of  the  meeting.

     Section  7.     Action Without Meeting.  Unless otherwise provided by the
Certificate  of Incorporation, any action required to or which may be taken at
any annual or special meeting of stockholders, may be taken without a meeting,
without  prior  notice  and  without  a vote, if a consent in writing, setting
forth the action so taken, shall be signed by the holders of outstanding stock
having  not  less  than the minimum number of votes that would be necessary to
authorize  or  take  such  action at a meeting at which all shares entitled to
vote  thereon  were  present  and  voted.   Prompt notice of the taking of the
corporate  action  without  a  meeting  by less than unanimous written consent
shall  be  given  to  those  stockholders  who  have not consented in writing.


                                  ARTICLE III
                                   Directors
                                   ---------

     Section  1.       Number and Term.  The number of directors shall be such
number  as  shall, from time to time, be determined by resolution of the Board
of  Directors  or  by  the  affirmative  vote of a majority in interest of the
stockholders,  at  the  annual meeting or at a special meeting called for that
purpose.    The  directors  shall  be  elected  at  the  annual meeting of the
stockholders and each director shall be elected to serve until such director's
successor shall be elected and qualified.  Directors need not be stockholders.
If  the  numbers  of  directors is determined by the stockholders, such number
shall  not  be  changed  except  by  further  vote  of  the  stockholders.

     Section  2.          Removal.    Except as otherwise required by law, any
director  or  directors may be removed either for or without cause at any time
by  the  affirmative vote of the holders of a majority of all of the shares of
stock  outstanding and entitled to vote, and the vacancies thus crated may but
need  not  be  filled by the affirmative vote of a majority in interest of the
stockholders  entitled  to vote, but if not so filled, such vacancies shall be
filled  as  provided  in  Section  2  of  Article  V  hereof.

     Section 3.     Powers.  The business and affairs of the corporation shall
be  managed  by  or under the direction of the Board of Directors, which shall
exercise  all of the powers of the corporation except such as are by law or by
the  Certificate  of  Incorporation  of the corporation or by these By-Laws or
otherwise  conferred  upon  or  reserved  to  the  stockholders.

     Section  4.      Committees. The Board of Directors may, by resolution or
resolutions  passed  by  a  majority of the whole Board, designate one or more
committees,  each  committee to consist of one or more of the directors of the
corporation.    The  Board  may  designate  one or more directors as alternate
members of any committee, who may replace any absent or disqualified member at
any  meeting  of  such committee or committees.  The member or members thereof
present  at  any meeting and not disqualified from voting, whether or not such
member of members thereof constitute a quorum, may unanimously appoint another
member  of  the  Board  of Directors to act at the meeting in the place of any
such  absent  or  dis-qualified  member.

     Any such committee, to the extent provided in the resolution of the Board
of  Directors, or in these By-Laws, shall have and may exercise all the powers
and  authority of the Board of Directors in the management of the business and
affairs  of  the corporation, and may authorize the seal of the corporation to
be  affixed  to  all  papers which may require it; but no such committee shall
have  the  power  or  authority  in  reference  to amending the Certificate of
Incorporation  (except  as  provided  by  law  with respect to the issuance of
certain  shares  of sock of the Corporation), adopting an agree-ment of merger
or consolidation, recommending to the stockholders the sale, lease or exchange
of  all  or  substantially  all  of  the  corporation's  property  and assets,
recommending  to  the  stockholders  a  dissolution  of  the  corporation or a
revocation  of a dissolution, or amending the By-Laws of the corporation; and,
unless  the  resolution,  these  By-Laws  or  the Certificate of Incorporation
expressly  so provides, no such committee shall have the power or authority to
declare  a dividend, authorize the issuance of stock or adopt a certificate of
ownership  and  merger.

     Section 5.     Meetings.  The newly elected Board of Directors shall hold
their  first  meeting  for  the purpose of organization and the transaction of
business,  if a quorum be present, immediately after the annual meeting of the
stockholders; or the time and place of such meeting may be fixed by consent in
writing  of  all  the  directors.

     Regular  meetings  of  the  directors  may be held without notice at such
places and times as shall be determined from time to time by resolution of the
directors.

     Special meetings of the Board may be called by the President and shall be
called  by  the  Secretary  on  the written request of any two directors on at
least  two  days'  notice  to each director and shall be held at such place or
places  as  may  be  determined by the directors, or as shall be stated in the
notice  of    the  meeting.

     Section 6.     Quorum.  A majority of the directors at the time in office
shall  constitute  a  quorum  for  the  transaction of business and, except as
otherwise  required by law, the Certificate of Incorporation or these By-Laws,
the  act  of a majority of the directors present at a meeting shall constitute
the  act  of  the  Board  of  Directors.    If  at any meeting of the Board of
Directors  there  shall  be  less  than  a quorum present, a majority of those
present  may adjourn the meeting from time to time until a quorum is obtained,
and  no further notice thereof need be given other than by announcement at the
meeting  which  shall  be  so  adjourned.

     Section  7.         Compensation.  Directors shall not receive any stated
salary  for  their  services  as  directors  or  members of committees, but by
resolution  of  the  Board of Directors a fixed fee and expenses of attendance
may be allowed for attendance at each meeting.  Nothing herein contained shall
be  construed  to  preclude  any  director from serving the corporation in any
other  capacity  as an officer, agent or otherwise, and receiving compensation
therefor.

     Section  8.     Action Without Meeting.  Any action required or permitted
to  be  taken  at  a  meeting  of  the Board of Directors, or of any committee
thereof,  may  be  taken  without  a  meeting, if a written consent thereto is
signed  by  all members of the Board of Directors, or of such committee as the
case may be, and such written consent is filed with the minutes of proceedings
of  the  Board  of  Directors  or  committee.

     Section  9.        Participation by Conference Telephone.  Members of the
Board  of  Directors  of  the corporation, or any committee designated by such
Board,  may  participate  in  a meeting of such Board or committee by means of
conference telephone or similar communications equipment by means of which all
persons participating in the meeting can hear each other, and participation in
a  meeting  shall  constitute  presence  in  person  at  such  meeting.


                                  ARTICLE IV
                                   Officers
                                   --------

     Section  1.         Officers.  The officers of the corporation shall be a
President,  a  Treasurer and a Secretary, each of whom shall be elected by the
Board  of  Directors  and shall hold office at the pleasure of the Board until
their successor is elected and qualified.  In addition, the Board of Directors
may  elect  a  Chairman,  one  or  more  Vice  Presidents  and  such Assistant
Secretaries  and  Assistant  Treasur-ers as they may deem proper.  None of the
officers  of the corporation need be directors.  The officers shall be elected
at  the  first  meeting  of  the Board of Directors after each annual meeting.
More  than  two  offices  may  be  held  by  the  same  person.

     Section  2.         Other Officers and Agents. The Board of Directors may
appoint  such  other  officers  and agents as it may deem advisable, who shall
hold  their  offices for such terms and shall exercise such powers and perform
such  duties  as  shall  be  determined  from  time  to  time  by the Board of
Directors.

     Section  3.     Chairman.  The Chairman of the Board of Directors, if one
is  elected, shall preside at all meetings of the Board or Directors and shall
have and perform such other duties as from time to time may be assigned to him
by  the  Board  of  Directors.

     Section  4.        President.  The President shall be the chief executive
officer  of  the  corporation  and shall have the general powers and duties of
supervision  and  management  usually  vested  in the office of president of a
corporation.   The President shall preside at all meetings of the stockholders
if  present thereat and, in the absence or non-election of the Chairman of the
Board  of Directors, at all meetings of the Board of Directors, and shall have
general  supervision,  direction  and  control  of  the  business  of    the
corporation.    Except as the Board of Directors shall authorize the execution
thereof  in  some  other  manner,  he shall execute bonds, mortgages and other
contracts on behalf of the corporation, and shall cause the seal to be affixed
to  any instrument requiring it and when so affixed the seal shall be attested
by  the signature of the  Secretary or the Treasurer or an Assistant Secretary
or  an  Assistant  Treasurer.

     Section  5.          Vice President.  Each Vice President shall have such
powers  and  shall  perform  such  duties  as  shall be assigned to him by the
directors.

     Section  6.       Treasurer.  The Treasurer shall have the custody of the
corporate  funds  and  securities  and shall keep full and accurate account of
receipts  and  disbursements  in  books  belonging  to  the  corporation.  The
Treasurer  shall deposit all moneys and other valuables in the name and to the
credit  of  the  corporation  in such depositories as may be designated by the
Board  of  Directors.

     The  Treasurer  shall  disburse  the  funds  of the corporation as may be
ordered  by  the  Board of Directors, or the President, taking proper vouchers
for such disbursements.  The Treasurer shall render to the President and Board
of  Directors  at  the regular meetings of the Board of Directors, or whenever
they  may  request  it, an account of all transactions as Treasurer and of the
financial  condition  of  the  corporation.    If  required  by  the  Board of
Directors,  the  Treasurer  shall give the corporation a bond for the faithful
discharge  of such amount and with such surety as the Board of Directors shall
prescribe.

     Section  7.          Secretary.  The Secretary shall give, or cause to be
given,  notice  of  all meetings of stockholders and direc-tors, and all other
notices  required  by  law  or by these By-Laws, and in case of his absence or
refusal  or  neglect  so  to  do,  any  such notice may be given by any person
thereunto  directed  by  the  President, or by the directors, or stockholders,
upon  whose  requisition  the  meeting is called as provided in these By-Laws.
The  Secretary  shall  record  all  the  proceedings  of  the  meetings of the
corpora-tion  and  of the directors in a book to be kept for that purpose, and
shall  perform  such  other  duties as may be assigned by the directors or the
President.    The  Secretary  shall  have  the  custody  of  the  seal  of the
corporation  and  shall  affix the same to all instru-ments requiring it, when
authorized  by  the  directors  or  the  President,  and  attest  the  same.

     Section 8.     Assistant Treasurers and Assistant Secretaries.  Assistant
Treasurers  and Assistant Secretaries, if any, shall be elected and shall have
such  powers  and  shall  perform  such  duties  as shall be assigned to them,
respectively,  by  the  directors.


                                   ARTICLE V
                                 Miscellaneous
                                 -------------

     Section  1.         Resignations.  Any director, member of a committee or
corporate  officer  may, provided the same would not result in a breach of any
contract  to  which  said  person  is  a  party,  resign  at  any  time.  Such
resignation  shall  be  made  in  writing,  and  shall take effect at the time
specified  therein, and if no time be specified, at the time of its receipt by
the  President  or  Secretary.    The acceptance of a resignation shall not be
necessary  to  make  it  effective.

     Section  2.        Vacancies.  If the office of any director, member of a
committee  or corporate officer becomes vacant, by reason of death, disability
or otherwise, the remaining directors in office, though less than a quorum, by
a  majority  vote  may  appoint any qualified person to fill such vacancy, who
shall hold office for the unexpired term and until his successor shall be duly
chosen.

     Section  3.      Certificates of Stock.  Certificates of stock, signed by
the  Chairman  of  the  Board  of  Directors,  or  the  President  or any Vice
President,  and  the  Treasurer  or an Assistant Treasurer, or Secretary or an
Assistant Secretary, shall be issued to each stockholder certifying the number
of  shares  owned  by him in the corporation, unless otherwise required by the
Board  of  Directors.    When  such  certificates  are counter-signed (1) by a
transfer  agent  other  than  the  corporation  or  its  employee, or (2) by a
registrar  other  than the corporation or its employee, the signatures of such
officers  of  the  corporation  may  be  facsimiles.

     Section  4.         Lost Certificates.  A new certificate of stock may be
issued  in the place of any certificate theretofore issued by the corporation,
alleged  to  have  been  lost  or  destroyed,  and the directors may, in their
discretion,  require  the  owner  of the lost or destroyed certificate, or his
legal representatives, to give the corporation a bond, in such sum as they may
direct,  not  exceeding  double  the  value  of  the stock represented by such
certificate,  to  indemnify the corporation against any claim that may be made
against  it  on  account  of  the alleged loss of any such certificate, or the
issuance  of  any  such  new  certificate.

     Section  5.          Transfer  of  Shares.    The  shares of stock of the
corporation  shall  be transferable only upon its books by the holders thereof
or  by their duly authorized attorneys or legal representatives, and upon such
transfer  the  old certificates shall be surrendered to the corporation by the
delivery  thereof  to  the  person  in  charge of the stock transfer books and
ledgers,  or to such other person as the directors may designate, by whom they
shall  be  canceled, and new certificates shall thereupon be issued.  A record
shall  be  made  of  each  transfer  and whenever a transfer shall be made for
collateral security, and not absolutely, it shall be so expressed in the entry
of  the  transfer.

     Section  6.      Stockholders Record Date.  In order that the corporation
may determine the stockholders entitled to notice of or to vote at any meeting
of stockholders or any adjournment thereof, or to express consent to corporate
action  in  writing  without  a meeting, or entitled to receive payment of any
dividend  or  other  distribution  or  allotment of any rights, or entitled to
exercise  any rights in respect of any change, conversion or exchange of stock
or for the purpose of any other lawful action, the Board of Directors may fix,
in  advance,  a  record date, which shall not be more than sixty nor less than
ten  days  before  the date of such meeting, nor more than sixty days prior to
any  other  action.    A  determination  of stockholders of record entitled to
notice  of  or  to  vote  at  a  meeting  of  stockholders  shall apply to any
adjournment of the meeting; provided, however, that the Board of Directors may
fix  a  new  record  date  for  the  adjourned  meeting.

     Section  7.      Dividends.  Subject to the provisions of the Certificate
of  Incorporation,  the Board of Directors may, out of funds legally available
therefor at any regular or special meeting, declare dividends upon the capital
stock of the corporation as and when they deem expedient. Before declaring any
dividend there may be set apart out of any funds of the corpora-tion available
for  dividends,  such  sum or sums as the directors from time to time in their
discretion  deem  proper  for  working  capital  or  as a reserve fund to meet
contingencies  or  for  equalizing dividends or for such other purposes as the
directors  shall  deem  conducive  to  the  interests  of  the  corporation.

     Section  8.       Seal.  The corporate seal shall be circular in form and
shall  contain  the  name of the corporation, the year of its creation and the
words  "CORPORATE  SEAL  DELAWARE".   Said seal may be used by causing it or a
facsimile  thereof  to  be  impressed  or  affixed  or  otherwise  reproduced.

     Section  9.     Fiscal Year.  The fiscal year of the corporation shall be
determined  by  resolution  of the Board of Directors.  In the absence of such
determination,  the  fiscal  year  shall  be  the  calendar  year.

     Section  10.          Checks.  All checks, drafts or other orders for the
payment  of money, notes or other evidences of indebtedness issued in the name
of  the  corporation  shall  be  signed  by such officer or officers, agent or
agents of the corporation, and in such manner as shall be determined from time
to  time  by  resolu-tion  of  the  Board  of  Directors.

     Section  11.         Notice and Waiver of Notice.  Whenever any notice is
required  by  these  By-Laws  to be given, personal notice is not meant unless
expressly  so  stated,  and  any  notice  so  required  shall  be deemed to be
sufficient  if given by depositing the same in the United States mail, postage
prepaid, addressed to the person entitled thereto at his address as it appears
on  the  records  of  the corporation, and such notice shall be deemed to have
been given on the day of such mailing. Stockholders not entitled to vote shall
not be entitled to receive notice of any meetings except as otherwise provided
by  statute.

     Whenever any notice whatever is required to be given under the provisions
of any law, or under the provisions of the Certificate of Incorporation of the
corporation  or  these  By-Laws,  a  waiver  thereof in writing, signed by the
person  or  persons  entitled to said notice, whether before or after the time
stated  therein,  shall  be  deemed  equivalent  thereto.


                                  ARTICLE VI
                                Indemnification
                                ---------------

     To  the full extent permitted by law, the corporation shall indemnify any
person  or  such  person's  heirs,  distributees,  next  of  kin,  successors,
appointees,  executors,  administrators, legal representatives and assigns who
was  or  is  a  party  or  is threatened to be made a party to any threatened,
pending  or  completed  action,  suit  or proceeding, whether civil, criminal,
administrative  or  investigative by reason of the fact that such person is or
was  a  director,  officer, employee or agent of the corporation, or is or was
serving  at the request of the corporation as a director, officer, employee or
agent  of  another  corporation,  partnership,  joint  venture, trust or other
enterprise,  domestic  or  foreign,  against  expenses, attorneys' fees, court
costs,  judgments, fines, amounts paid in settlement and other losses actually
and reasonably incurred by such person in connection with such action, suit or
proceeding.


                                  ARTICLE VII
                                  Amendments
                                  ----------

     These  By-laws  may be altered or repealed and new By-laws may be adopted
at  any  annual or special meeting of the stockholders by the affirmative vote
of  a  majority  of  the  stock  issued  and  outstanding and entitled to vote
thereat,  or  by the affirmative vote of a majority of the Board of Directors,
at  any  regular  or  special  meeting  of  the  Board  of  Directors.