**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:
              August
                  14, 2006/s/
                  Ian T. BothwellIan
                  T. BothwellChief
                  Financial Officer