EXHIBIT 31.1
                                  CERTIFICATION

    I,  Jerome  B.  Richter,  Chief  Executive  Officer,  certify  that:

1.  I  have  reviewed  this  report  on  Form 10-Q/A of Penn Octane Corporation;

2.  Based  on my knowledge, this report does not contain any untrue statement of
material  fact or omit to state a material fact necessary to make the statements
made,  in  light of the circumstances under which such statements were made, not
misleading  with  respect  to  the  period  covered  by  this  report;

3.  Based  on  my  knowledge,  the  financial  statements,  and  other financial
information included in this report, fairly present in all material respects the
financial  condition,  results of operations and cash flows of the registrant as
of,  and  for,  the  periods  presented  in  this  report;

4.  The  registrant's  other  certifying  officer  and  I  are  responsible  for
establishing  and  maintaining disclosure controls and procedures (as defined in
Exchange  Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial
reporting  (as  defined  in  Exchange Act Rules 13a-15(f) and 15d-15(f)) for the
registrant  and  have:

          a)  Designed  such  disclosure controls and procedures, or caused such
          disclosure  controls  and  procedures  to  be  designed  under  our
          supervision,  to  ensure  that  material  information  relating to the
          registrant,  including its consolidated subsidiaries, is made known to
          us  by others within those entities, particularly during the period in
          which  this  report  is  being  prepared;

          b)  Designed such internal control over financial reporting, or caused
          such  internal  control  over financial reporting to be designed under
          our  supervision,  to  provide  reasonable  assurance  regarding  the
          reliability  of  financial  reporting and the preparation of financial
          statements for external purposes in accordance with generally accepted
          accounting  principles;

          c) Evaluated the effectiveness of the registrant's disclosure controls
          and  procedures and presented in this report our conclusions about the
          effectiveness of the disclosure controls and procedures, as of the end
          of  the  period  covered  by this report based on such evaluation; and

          d)  Disclosed  in  this report any change in the registrant's internal
          control over financial reporting that occurred during the registrant's
          most  recent fiscal quarter (the registrant's fourth fiscal quarter in
          the  case  of  an  annual  report) that has materially affected, or is
          reasonably  likely  to  materially  affect,  the registrant's internal
          control  over  financial  reporting;  and

5.  The registrant's other certifying officer and I have disclosed, based on our
most  recent  evaluation  of  internal  control over financial reporting, to the
registrant's  auditors  and  the  audit  committee  of  registrant's  board  of
directors:

          a)  All significant deficiencies and material weaknesses in the design
          or  operation  of  internal control over financial reporting which are
          reasonably  likely  to  adversely  affect  the registrant's ability to
          record,  process,  summarize  and  report  financial  information; and

          b)  Any  fraud,  whether  or not material, that involves management or
          other  employees  who  have  a  significant  role  in the registrant's
          internal  control  over  financial  reporting.

Date: May 21, 2004
                               /s/ Jerome B. RichterJerome B. Richter
                               -------------------------------------------------
                               Chief Executive Officer


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