EXHIBIT 31.1
                                  CERTIFICATION

     I, Charles Handly, President and 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 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 19, 2005
                                                   /s/  Charles  Handly
                                                 -------------------------------
                                                   Charles Handly, President and
                                                   Chief  Executive  Officer