Exhibit 23.1

                      CONSENT OF INDEPENDENT ACCOUNTANTS

           We have issued our report dated September 27, 1996 (except for Note
P  as  to  which  the  date  is  October 10, 1996), accompanying the financial
statements  of  Penn  Octane  Corporation  appearing on page 14 of Penn Octane
Corporation's  Annual Report on Form 10-KSB for the fiscal year ended July 31,
1996  incorporated by reference in this Registration Statement.  We consent to
the  incorporation  by  reference  in  the  Registration  Statement  of  the
aforementioned  report.

BURTON  MCCUMBER  &  PRICHARD,  L.L.P.

Brownsville,  Texas
October  29, 1997