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 Annual Report of Penn Octane Corporation (the "Company")
on  Form  10-K for the year ended July 31, 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
                                      November 9, 2004


                                            /s/ Ian T. Bothwell
                                      ------------------------------------------
                                      Ian T. Bothwell, Chief Financial Officer
                                      November 9, 2004