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) 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: June 14, 2004
                                               /s/  Ian  T.  Bothwell
                                          -------------------------------
                                             Chief  Financial  Officer


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