EXHIBIT 15



                           ACCOUNTANT'S ACKNOWLEDGMENT


We  acknowledge the incorporation by reference in the Registration Statements on
Form  S-3 (filed in October 2000 and March 2001) and Form S-8 (filed in November
1997)  of Penn Octane Corporation of our report dated May 28, 2004 which appears
on page 3 of the Quarterly Report on Form 10-Q/A for the quarter ended April 30,
2004.


          /s/ BURTON MCCUMBER & CORTEZ, L.L.P.


Brownsville, Texas
July 23, 2004