RESTATED CERTIFICATE OF INCORPORATION
                                      OF
                 INTERNATIONAL ENERGY DEVELOPMENT CORPORATION


     INTERNATIONAL  ENERGY DEVELOPMENT CORPORATION (formerly, "The Kaliningrad
Fund"),  a  corporation  organized  and  existing  under  and by virtue of the
General  Corporation Law of the State of Delaware, the original Certificate of
Incorporation  of  which  was  filed on August 27, 1992, with the Secretary of
State  of  Delaware,  acting  pursuant  to Sections 242 and 245 of the General
Corporation  Law  of  the  State  of  Delaware,  DOES  HEREBY  CERTIFY:
     FIRST:  That the directors of said corporation, by written consent, filed
with  the  minutes  of  the  corporation,  adopted  resolutions  proposing and
declaring advisable the following amendment and restatement in its entirety of
said  corporation's  Certificate  of  Incorporation  as  follows:

     FIRST:    The  name  of  the  corporation  is:

                            PENN OCTANE CORPORATION

     SECOND:  The location of the Registered Office of Penn Octane Corporation
(the "Corporation") in the State of Delaware is at 1209 Orange Street, City of
Wilmington,  County  of New Castle.  The name and address of the Corporation's
Registered  Agent  in  the State of Delaware is the Corporation Trust Company,
1209  Orange  Street,  Wilmington,  New  Castle  County,  Delaware    19801.

     THIRD:   The purpose of the Corporation is to engage in any lawful act or
activity  for  which a corporation may be incorporated and organized under the
General  Corporation  Law  of  the  State  of  Delaware.

     FOURTH:   (a) Capital Stock.  The total number of shares of capital stock
                   -------------
which  the  Corporation  shall have authority to issue is 30,000,000 shares of
which  25,000,000 shall be Common Stock, having a par value of $.01 per share,
and  5,000,000  shares shall be Preferred Stock having a par value of $.01 per
share.    The  capital  stock  of  the  Corporation  may  be  issued  for such
consideration  and  for  such  corporate  purposes  as  the  directors  of the
Corporation  may  from  time  to  time  determine  by  resolution.

          (b)          Preferred  Stock.    The  relative rights, preferences,
                       ----------------
privileges,  and  restrictions  relating  to the Preferred Stock are set forth
below:

               (i)        Conversion.  The Preferred Stock shall be subject to
                          ----------
the  following  provisions  regarding  conversion:

                    (A)          Holder's  Right  to  Convert.   Each share of
                                 ----------------------------
Preferred  Stock  shall  be convertible, without the payment of any additional
consideration by the holder thereof and at the option of the holder thereof at
the  office of the Corporation or any transfer agent for the Corporation, into
3.333  fully  paid  and  nonassessable  shares  of  Common  Stock.

                    (B)          Term  of  Conversion  Period.   Each share of
                                 ----------------------------
Preferred Stock shall be convertible at the option of the holder of such stock
for  a  period of five-years beginning on September 28, 1993 and concluding on
September  18,  1998.

                    (C)      Mechanics of Right to Convert.  Before any holder
                             -----------------------------
of Preferred Stock shall be entitled to convert the same into shares of Common
Stock,  he  shall  surrender  the  certificate  or certificates therefor, duly
endorsed, at the office of the Corporation or of its transfer agent, and shall
give  written  notice  to  the  Corporation  at  such office that he elects to
convert  the same and shall state therein his name or the name or names of his
nominees  in which he wishes the certificate or certificates for the shares of
Common  Stock  to  be  issued.   The Corporation shall, as soon as practicable
thereafter,  issue  and  deliver  at  such  office to such holder of Preferred
Stock,  or  to  his nominee or nominees, a certificate or certificates for the
number  of  shares of Common Stock to which he shall be entitled as aforesaid.
Such  conversion  shall  be  deemed to have been made immediately prior to the
close  of  business  on  the date of such surrender of the shares of Preferred
Stock  to  be  converted,  and  the  person or persons entitled to receive the
shares  of  Common  Stock  issuable  upon  conversion shall be treated for all
purposes  as  the  record  holder or holders of such shares of Common Stock on
such  date.

                    (D)          Common Stock Reserved.  The Corporation shall
                                 ---------------------
reserve  and  keep  available  out of its authorized but unissued Common Stock
such number of shares of Common Stock as shall from time to time be sufficient
to  effect  conversion  of  the  Preferred  Stock.

                    (E)        Adjustment of Conversion Ratio.  The 1-to-3.333
                               ------------------------------
conversion  ratio  specified above shall be subject to an equitable adjustment
upon  the  occurrence  of a stock split or stock dividend, reclassification or
other  similar  event  relating  to  the  Common  Stock.

               (ii)         Voting Rights.  The holders of the Preferred Stock
                            -------------
shall  hold  no  voting  rights,  except  as  may  be  provided  by  law.

               (iii)      Dividend Rights.  The holders of the Preferred Stock
                          ---------------
shall  be entitled to receive, when and as declared by the board of directors,
yearly  dividends  from  the  surplus of net profits of the Corporation at the
rate  of eleven percent per annum, beginning on the date the particular shares
of  Class  I  Preferred  Stock are issued by the Corporation and payable twice
annually  on  the  30th day of June and the 31st day of December in each year,
with  proper  adjustment  for  any  dividend  period  that is less than a full
half-year.  Such dividends shall be payable before any dividends shall be paid
upon,  or  set  apart  for,  the Common Stock of the Corporation, and shall be
cumulative  from the date of issuance so that if such dividends shall not have
been  paid  upon  or  set  apart  for the Preferred Stock, the deficiency (but
without  interest)  shall  be  fully paid or set apart for payment, before any
dividends  shall  be  paid  upon,  or  set  apart  for,  the  Common  Stock.

     FIFTH:    The  corporation  is  to  have  perpetual  existence.

     SIXTH:    Unless  otherwise  provided  in  the Bylaws of the Corporation,
elections  of  directors  need  not  be  by  written  ballot.

     SEVENTH:    The private property of the stockholders shall not be subject
to  the  payment  of  corporate  debts  to  any  extent  whatsoever,  and said
stockholders  shall  not  be  personally  liable  for  the  payment  of  the
Corporation's  debts  except  as  they  may  be  liable by reason of their own
conduct  or  acts.

     EIGHTH:   The following provisions are inserted for the management of the
business  and  conduct  of  affairs  of  the  Corporation,  and  for  further
definition,  limitation and regulation of the powers of the Corporation and of
its  directors  and  stockholders.

          1)      The number of directors comprising the Board of Directors of
the Corporation shall be such as from time to time shall be fixed by or in the
manner  provided  in  the  By-Laws,  but  shall  not  be  less  than  one.

          2)       The Board of Directors shall have the power, subject to the
power  of  the  stockholders  as  expressly  granted  in  the  Bylaws  of  the
Corporation, and unless and to the extent that the Board may from time to time
by  resolution  relinquish or modify such power of the Board of Directors, (i)
to make, alter, amend, change, add to or repeal the Bylaws of the Corporation,
subject  to  the reserve power of the stockholders to do the same; (ii) to fix
and  vary  the  amount  of  capital  of the Corporation to be reserved for any
proper  purpose;  (iii)  to  authorize  and cause to be executed mortgages and
liens  upon  all  or  any  part  of  the  property of the Corporation; (iv) to
determine  the  use  and disposition of any surplus or net profits; and (v) to
fix  the  times  for  the  declaration  and  payment  of  dividends.

          (3)          The Board of Directors in its discretion may submit any
contract  or  act  for  approval  or ratification at any annual meeting of the
stockholders  or  at any meeting of the stockholders called for the purpose of
considering  any  act or contract.  Any contract or act that shall be approved
or  ratified by the vote of the holders of a majority of the stock represented
in  person  or  by proxy at such meeting and entitled to vote (provided that a
lawful  quorum  of  stockholders  be  there represented in person or by proxy)
shall  be as valid and as binding upon the Corporation and its stockholders as
though  it  had  been  approved  or  ratified  by  every  stockholder  of  the
Corporation,  whether  or  not  the contract or act would otherwise be open to
legal  attack  because  of  a  director's  interest  or  for any other reason.

          (4)      No contract or transaction between this Corporation and one
or more of its directors or officers or between this Corporation and any other
corporation,  partnership,  association  or other organization in which one or
more  of  its  directors  or  officers  are  directors  or  officers or have a
financial  interest shall be void or voidable solely for this reason or solely
because  the  director or officer is present at or participates in the meeting
of  the  board  or  committee  thereof  which  authorizes  the  contract  or
transaction,  or  solely  because  his  or  their  votes  are counted for such
purpose,  if  the  contract or transaction is fair as to the Corporation or if
the  material  facts  relating  thereto  are  disclosed to or are known by the
directors or shareholders, and are approved thereby pursuant to Section 144 of
the  General  Corporation  of  the  State  of  Delaware.

          (5)     In addition to the powers and authorities hereinbefore or by
statute  expressly  conferred  upon  them  the  Board  of  Directors is hereby
empowered  to  exercise  all such powers and to do all such acts and things as
may  be exercised or done by the Corporation, subject to the provisions of the
statutes  of  Delaware,  of  this certificate, and to any Bylaws, from time to
time made by the stockholders or directors and provided that no Bylaws so made
shall  invalidate  any  prior  act of the board which would have been valid if
such  Bylaw  had  not  be  made.

     NINTH:    A director of the Corporation shall not be personally liable to
the  Corporation  or  its  stockholders  for  monetary  damages  for breach of
fiduciary duty as a director, provided that the foregoing provisions shall not
eliminate  the  liability of a director:  (i) for any breach of the director's
duty  of  loyalty  to  the  Corporation  or its stockholders, (ii) for acts or
omissions  not  in  good  faith  or  which involve intentional misconduct or a
knowing  violation  of law, (iii) under Section 174 of the General Corporation
Law  of  Delaware, as the same exists or hereafter may be amended, or (iv) for
any  transaction from which the director derived an improper personal benefit.
If  the  General Corporation Law of Delaware hereafter is amended to authorize
the  further elimination or limitation of the liability of directors, then the
liability  of  a director of the Corporation, in addition to the limitation on
personal  liability  provided  herein,  shall be limited to the fullest extent
permitted  by  the  amended  General Corporation Law of the State of Delaware.

     TENTH:    Each  person  who  at any time or shall have been a director or
officer  of the Corporation, and who is threatened to be or is 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
he  is,  or  was,  a  director  or officer of the Corporation or served at the
request  of the Corporation as a director, officer, employee, trustee or agent
of another corporation, partnership, joint venture, trust or other enterprise,
shall  be  indemnified  by  the  Corporation against, and may be advanced, the
expenses  (including  attorneys'  fees),  judgments, fines and amounts paid in
settlement actually and reasonably incurred by him in connection with any such
action, suit or proceeding to the fullest extent provided under Section 145 of
the  General  Corporation  Law  of the State of Delaware, as the same shall be
amended  or  supplemented  from  time  to time, or any successor statute.  The
foregoing  right  of  advancement  and  indemnification  shall  in  no  way be
exclusive  of  any  rights  of  advancement  or  indemnification, or any other
rights,  to  which  such  director, officer, employee or agent may be entitled
under any Bylaw, agreement, vote of stockholders or disinterested directors or
otherwise,  both as to action in their official capacities and as to action in
another  capacity while holding such office, and shall continue as to a person
who  has ceased to be a director or officer, and shall inure to the benefit of
the  heirs,  executors  and  administrators  of  such a person.  Any repeal or
modification  of  this  Article Ten or Article Nine above shall be prospective
only,  and shall not adversely affect any limitation on the personal liability
of  a  director  or  the  right  of any director or officer to indemnification
existing  at  the  time  of  such  repeal  or  modification.

     ELEVENTH:   Whenever a compromise or arrangement is proposed between this
Corporation  and  its  creditors  or any class of them, any court of equitable
jurisdiction  within  the State of Delaware may, in response to an application
of  any  receiver  or  receivers  appointed  for  this  Corporation  under the
provisions  of  Section  279  of  the  General Corporation Law of the State of
Delaware,  order  a  meeting  of the creditors or class of creditors or of the
stockholders or class of stockholders of this Corporation, as the case may be,
to  be  summoned  in  such manner as the said court directs.  If a majority in
number  representing  three-fourths  in  value  of  the  creditors or class of
creditors or of the stockholders or class of stockholders, as the case may be,
agree  to  any  compromise,  arrangement,  or  reorganization, such compromise
arrangement  or reorganization shall, if made, be binding on all the creditors
or  class of creditors or on all the stockholders or class of stockholders, as
the  case  may  be,  and  also  on  this  Corporation.

     TWELFTH:    The Corporation reserves the right to amend, alter, change or
repeal  any  provision  contained  in this Certificate of Incorporation in the
manner now or hereafter prescribed by law, and all rights and powers conferred
herein  on  stockholders,  directors and officers are subject to this reserved
power.

     SECOND:    That the stockholders have given their written consent to said
amendment  in  accordance  with  the  provisions of Section 228 of the General
Corporation  Law  of  the  State  of  Delaware.
     THIRD:   That the aforesaid amendment was duly adopted in accordance with
the  applicable  provisions of Sections 243 and 245 of the General Corporation
Law  of  the  State  of  Delaware.
     FOURTH:   That the capital of said Corporation shall not be reduced under
or  by  reason  of  said  amendment.
     IN WITNESS WHEREOF, said International Energy Development Corporation has
caused  this certificate to be signed by Thomas A. Serleth, its Executive Vice
President,  and  attested  by Jerome B. Richter, its Secretary as of the first
day  of  February,  1995.

                                   INTERNATIONAL  ENERGY
                                        DEVELOPMENT  CORPORATION


                                   By:/s/Thomas  A.  Serleth
                                      ----------------------
                                         Thomas  A.  Serleth
                                         Executive  Vice  President


ATTEST:


By:/s/Jerome  B.  Richter
   ----------------------
      Jerome  B.  Richter
      Secretary


                           CERTIFICATE OF AMENDMENT
                                      OF
                     RESTATED CERTIFICATE OF INCORPORATION
                                      OF
                            PENN OCTANE CORPORATION

     PENN  OCTANE CORPORATION, a corporation duly organized and existing under
and  by  virtue  of the General Corporation Law of the State of Delaware, does
hereby  certify  as  follows:

     1.          The  name  of  the  corporation  is  Penn  Octane Corporation
(hereinafter  called  the  "Corporation")  .

     2.      The Corporation's Restated Certificate of Incorporation is hereby
amended to delete in its entirety the present Article FOURTH and to replace it
with  the  following:

     "FOURTH:  (a) Capital Stock.  The total number of shares of capital stock
                   -------------
which  the  Corporation  shall have authority to issue is 35,000,000 shares of
which  25,000,000 shall be Common Stock, having a par value of $.01 per share,
5,000,000 shares  shall  be Senior Preferred Stock, having a par value of $.01
per  share,  and 5,000,000 shares shall be Preferred Stock, having a par value
of  $.01  per  share.   The capital stock of the Corporation may be issued for
such  consideration  and  for  such corporate purposes as the directors of the
Corporation  may  from  time  to  time  determine  by  resolution.

     (b)         Senior Preferred Stock.  The relative rights, privileges, and
                 ----------------------
restrictions  relating  to  the  Senior  Preferred  Stock are set forth below:

               (1)       Shares of Senior Preferred Stock may be issued in one
or  more  series at such time or times and for such consideration as the Board
of  Directors may determine.  Each such series shall be given a distinguishing
designation.  All shares of any one series shall have preferences, limitations
and  relative  rights  identical with those of other shares of the same series
and,  except  to  the  extent  otherwise  provided  in the description of such
series,  with  those  of  other  shares  of  Senior  Preferred  Stock.

               (2)       Authority is hereby expressly granted to the Board of
Directors  to fix from time to time by resolution or resolutions providing for
the establishment and/or issuance of any series of Senior Preferred Stock, the
designation  of  such  series  and  the  preferences, limitations and relative
rights  of  the  shares  of  such  series,  including  the  following:

               (A)          The  distinctive  designation and number of shares
comprising  such  series, which number may (except where otherwise provided by
the Board of Directors in creating such series) be increased or decreased (but
not  below  the number of shares then outstanding) from time to time by action
of  the  Board  of  Directors;

               (B)      The voting rights, if any, which shares of that series
shall  have,  which  may  be  special,  conditional,  limited  or  otherwise;

               (C)        The rate of dividends, if any, on the shares of that
series,  whether  dividends  shall  be  non-cumulative  to  the extent earned,
partially  cumulative  or  cumulative  (and, if cumulative, from which date or
dates),  whether dividends shall be payable in cash, property or rights, or in
shares  of  the  corporation's  capital  stock,  and  the  relative  rights of
priority, if any, of payment of dividends on shares of that series over shares
of  any  other  series,  shares  of Preferred Stock or shares of Common Stock;

               (D)       Whether the shares of that series shall be redeemable
and, if so, the terms and conditions of such redemption, including the date or
dates  upon  or after which they shall be redeemable, the event or events upon
or  after  which they shall be redeemable, whether they shall be redeemable at
the  option  of the corporation, the shareholder or another person, the amount
per share payable in case of redemption (which amount may vary under different
conditions  and at different redemption dates), whether such amount shall be a
designated  amount  or  an  amount  determined in accordance with a designated
formula  or  by  reference to extrinsic data or events and whether such amount
shall  be  paid in cash, indebtedness, securities or other property or rights,
including  securities  of  any  other  corporation;

               (E)       Whether that series shall have a sinking fund for the
redemption  or  purchase of shares of that series and, if so, the terms of and
amounts  payable  into  such  sinking  fund;

               (F)       The rights to which the holders of the shares of that
series  shall be entitled in the event of voluntary or involuntary dissolution
or  liquidation  of  the  Corporation, and the relative rights of priority, if
any,  of  payment  of  shares  of that series over shares of any other series,
shares  of  Preferred  Stock  or  shares  of  Common  Stock in any such event;

               (G)      Whether the shares of that series shall be convertible
into or exchangeable for cash, shares of stock or any other class or any other
series,  indebtedness,  or  other  property or rights, including securities of
another  corporation,  and, if so, the terms and conditions of such conversion
or  exchange,  including  the  rate  or  rates  of conversion or exchange, and
whether  such  rates  shall  be a designated amount or an amount determined in
accordance  with  a  designated  formula  or by reference to extrinsic data or
events,  the  date  or  dates upon or after which they shall be convertible or
exchangeable,  the  duration  for  which  they  shall  be  convertible  or
exchangeable,  the  event  or  events  upon  or  after  which  they  shall  be
convertible  or  exchangeable,  and  whether  they  shall  be  convertible  or
exchangeable  at  the  option  of  the Corporation, the shareholder or another
person,  and  the  method  (if  any)  of  adjusting  the rate of conversion or
exchange in the event of a stock split, stock dividend, combination of shares,
or  similar  event;

               (H)       Whether the issuance of any additional shares of such
series, or of any shares of any other series, shall be subject to restrictions
as  to  issuance, or as to the powers, preferences or rights of any such other
series;  and

               (I)          Any  other  preferences, privileges and powers and
relative,  participating, optional or other special rights and qualifications,
limitations or restrictions of such series, as the Board of Directors may deem
advisable and as shall not be inconsistent with the provisions of this Article
FOURTH  and  to  the full extent now or hereafter permitted by the laws of the
State  of  Delaware.

          (c)          Preferred  Stock.    The  relative rights, preferences,
                       ----------------
privileges,  and  restrictions  relating  to the Preferred Stock are set forth
below:

               (1)        Conversion.  The Preferred Stock shall be subject to
                          ----------
the  following  provisions  regarding  conversions:

                    (A)          Holder's  Rights  to  Convert.  Each share of
                                 -----------------------------
Preferred  Stock  shall  be convertible, without the payment of any additional
consideration by the holder thereof and at the option of the holder thereof at
the  office of the Corporation or any transfer agent for the Corporation, into
3.333  fully  paid  and  nonassessable  shares  of  Common  Stock.

                    (B)          Terms  of  Conversion  Period.  Each share of
                                 -----------------------------
Preferred Stock shall be convertible at the option of the holder of such stock
for  a  period of five-years beginning on September 18, 1993 and concluding on
September  18,  1998.

                    (C)      Mechanics of Right to Convert.  Before any holder
                             -----------------------------
of Preferred Stock shall be entitled to convert the same into shares of Common
Stock,  he  shall  surrender  the  certificate  or certificates therefor, duly
endorsed, at the office of the Corporation or of its transfer agent, and shall
give  written  notice  to  the  Corporation  at  such office that he elects to
convert  the same and shall state therein his name or the name or names of his
nominees  in which he wishes the certificate or certificates for the shares of
Common  Stock  to  be  issued.   The Corporation shall, as soon as practicable
thereafter,  issue  and  deliver  at  such  office to such holder of Preferred
Stock,  or  to  his nominee or nominees, a certificate or certificates for the
number  of  shares of Common Stock to which he shall be entitled as aforesaid.
Such  conversion  shall  be  deemed to have been made immediately prior to the
close of business on the date of such surrender of the shares of the Preferred
Stock  to  be  converted,  and  the  person or persons entitled to receive the
shares  of  Common  Stock  issuable  upon  conversion shall be treated for all
purposes  as  the  record  holder of such shares of Common Stock on such date.

                    (D)          Common Stock Reserved.  The Corporation shall
                                 ---------------------
reserve  and  keep  available  out of its authorized but unissued Common Stock
such number of shares of Common Stock as shall from time to time be sufficient
to  effect  conversion  of  the  Preferred  Stock.

                    (E)        Adjustment of Conversion Ratio.  The 1-to-3.333
                               ------------------------------
conversion  ratio  specified above shall be subject to an equitable adjustment
upon  the  occurrence  of a stock split or stock dividend, reclassification or
other  similar  event  relating  to  the  Common  Stock.

               (2)          Voting Rights.  The holders of the Preferred Stock
                            -------------
shall  hold  no  voting  rights,  except  as  may  be  provided  by  law.

               (3)        Dividend Rights.  The holders of the Preferred Stock
                          ---------------
shall  be entitled to receive, when and as declared by the board of directors,
yearly  dividends  from  the  surplus of net profits of the Corporation at the
rate  of eleven percent per annum, beginning on the date the particular shares
of  Class  I  Preferred  Stock are issued by the Corporation and payable twice
annually  on  the  30th day of June and the 31st day of December in each year,
with  proper  adjustment  for  any  dividend  period  that is less than a full
half-year.  Such dividends shall be payable before any dividends shall be paid
upon,  or  set  apart  for,  the Common Stock of the Corporation, and shall be
cumulative  from the date of issuance so that if such dividends shall not have
been  paid  upon  or  set  apart  for the Preferred Stock, the deficiency (but
without  interest)  shall  be  fully paid or set apart for payment, before any
dividends  shall  be  paid  upon,  or  set  apart  for,  the  Common  Stock.

          (c)          Common  Stock
                       -------------

               (1)      Dividend Rights.  Out of any assets of the Corporation
                        ---------------
available  for  dividends  remaining after full satisfaction of any preference
with  respect  to  dividends  on  the Senior Preferred Stock and the Preferred
Stock then outstanding, and after full satisfaction of any obligations then or
theretofore  matured  in  respect  of any sinking fund provided for the Senior
Preferred  Stock  or  any  series  thereof  and  for  the Preferred Stock then
outstanding,  then,  subject  to  the  restrictions  set forth in this Article
FOURTH  and  in  any  resolution of the Board of Directors of this Corporation
establishing  a  particular  series  of shares, dividends may be paid upon the
Common  Stock.

               (2)       Liquidation Rights.  In the event of any liquidation,
                         ------------------
dissolution  or  winding  up  of this Corporation, after there shall have been
paid  or  set  aside in cash for the holders of the Senior Preferred Stock and
the  Preferred  Stock the full preferential amounts to which they are entitled
under  the provisions of this Article FOURTH or any resolution of the Board of
Directors  establishing  a  particular  series  of  shares, the holders of the
Common Stock shall be entitled to receive pro rata all of the remaining assets
of  this  Corporation  available  for  distribution  to  its  shareholders.

               (3)       Voting Rights.  The holders of the Common Stock shall
                         -------------
be  entitled  to vote for the election of directors and for all other purposes
and  shall  be  entitled  to  one  vote  for  each  share  held."

     3.       The amendment was duly adopted in accordance with the applicable
provisions  of  Section  242  of  the  General Corporation Law of the State of
Delaware.

     IN  WITNESS  WHEREOF, Penn Octane Corporation has caused this Certificate
to  be  signed  by  an  authorized  officer,  this  29th  day  of  May,  1997.




                              By    /s/  Jerome  B.  Richter
                                    ------------------------
                              Name:      Jerome  B.  Richter
                              Title:     Chairman,  President  and
                                         Chief  Executive  Officer