EXHIBIT 31.1
                                  CERTIFICATION

     I,  Jerome  B.  Richter,  Chief  Executive  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 transfer period
     from  August  1, 2004 to December 31, 2004 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:  February  22,  2005
                                          /s/  Jerome  B.  Richter
                                          -------------------------
                                          Jerome  B.  Richter
                                          Chief  Executive  Officer


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