EXHIBIT 31.2
                                  CERTIFICATION

     I, Ian T. Bothwell, Chief Financial Officer, certify that:

1. I have reviewed this report on Form 10-Q 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)  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)  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

     c)  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 20, 2005
                                              /s/  Ian T. Bothwell
                                           -------------------------------------
                                              Ian T. Bothwell
                                              Chief Financial Officer