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  Transition  Report  of  Penn  Octane Corporation (the
"Company")  on  Form  10-Q  for  the  transition  period  from August 1, 2004 to
December  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
                                              February 22, 2005


                                              /s/ Ian T. Bothwell
                                              --------------------------
                                              Ian T.  Bothwell,
                                              Chief Financial Officer
                                              February 22, 2005


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