EXHIBIT 32

                            CERTIFICATION PURSUANT TO
                             18 U.S.C. SECTION 1350,
                             AS ADOPTED PURSUANT TO

                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In  connection  with  the  Quarterly  Report  of  Penn  Octane  Corporation (the
"Company") on Form 10-Q/A for the period ending April 30, 2004 as filed with the
Securities  and  Exchange  Commission  on  the  date  hereof (the "Report"), the
undersigned,  Jerome B. Richter, Chief Executive Officer of the Company, and Ian
T.  Bothwell,  Chief  Financial  Officer of the Company, certify, pursuant to 18
U.S.C.  Section  1350,  as adopted pursuant to Section 906 of the Sarbanes-Oxley
Act  of  2002,  that:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of
the  Securities  Exchange  Act  of  1934;  and

(2)  The  information  contained  in the Report fairly presents, in all material
respects,  the  financial  condition  and  results of operations of the Company.

                                             /s/  Jerome  B.  Richter
                                 -----------------------------------------------
                                 Jerome B. Richter, Chief Executive Officer
                                 July 23, 2004


                                             /s/  Ian T. Bothwell
                                 -----------------------------------------------
                                 Ian T. Bothwell, Chief Financial Officer
                                 July 23, 2004