**Exhibit 31.1**

 

CERTIFICATION

 

I, Steven B. Rash certify that:

 

1.                      I havereviewed this quarterly report on Form 10-QSB/A of Power3 Medical Products,Inc.;

 

2.                      Based on myknowledge, this report does not contain any untrue statement of a material factor omit to state a material fact necessary to make the statements made, inlight of the circumstances under which such statements were made, notmisleading with respect to the period covered by this  report;

 

3.                      Based on myknowledge, the financial statements, and other financial information includedin the this  report, fairly present inall material respects the financial condition, results of operations and cashflows of the small business issuer as of, and for the periods presented inthis  report;

 

4.                      The smallbusiness issuer’s other certifying officer(s) and I are responsible forestablishing and maintaining disclosure controls and procedures (as defined inExchange Act Rules 13a-15(e) and 15d-15(e)) for the small business issuer andhave:

 

a.                                       Designedsuch disclosure controls and procedures, or caused such disclosure controls andprocedures to be designed under our supervision, to ensure that materialinformation relating to the small business issuer, including its consolidatedsubsidiaries, is made known to us by others within those entities, particularlyduring the period in which this  reportis being prepared;

 

b.                                      Evaluatedthe effectiveness of the small business issuer’s disclosure controls andprocedures and presented in this report our conclusions about the effectivenessof the disclosure controls, as of the end of the period covered by this reportbased on such evaluation;; and

 

c.                                       Disclosedin this report any change in the small business issuer’s  internal control over financial reportingthat occurred during the small business issuer’s most recent fiscal quarter(the small business issuer’s fourth fiscal quarter in the case of an annualreport) that has materially affected, or is reasonably likely to materiallyaffect, the small business issuer’s internal control over financial reporting;and

 

5.                      The smallbusiness issuer’s other certifying officer(s) and I have disclosed, based onour most recent evaluation of internal control over financial reporting to thesmall business issuer’s auditors and audit committee of the small businessissuer’s  board of directors (or personsperforming the equivalent functions);

 

a.                                       Allsignificant deficiencies in the design or operation of internal control overfinancial reporting which are reasonably likely to adversely affect the smallbusiness issuer’s ability to record, process, summarize, and report financialinformation; and

 

b.                                      Anyfraud, whether or not material, that involves management or other employees whohave a significant role in the small business issuer’s internal control overfinancial reporting.

 

 
| Date: September  9, 2005 | /s/ Steven  B. Rash                          |   |
|--------------------------|----------------------------------------------|--------|
|                     | By: Steven  B. Rash                          |
|                     | Title:  Chairman and Chief Executive Officer |

 

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