Exhibit 31.1
                                  CERTIFICATION

I, Stephen V. Maroney, certify that:

      1.    I have reviewed this annual report on Form 10-KSB/A of Gyrodyne
            Company of America, Inc. (the "Company");

      2.    Based on my knowledge, this annual report does not contain any
            untrue statement of a material fact or omit to state a material fact
            necessary to make the statements made, in light of the circumstances
            under which such statements were made, not misleading with respect
            to the period covered by this annual report;

      3.    Based on my knowledge, the financial statements, and other financial
            information included in this annual report, fairly present in all
            material respects the financial condition, results of operations and
            cash flows of the registrant as of, and for, the periods presented
            in this annual report;

      4.    The registrant's certifying officer is responsible for establishing
            and maintaining disclosure controls and procedures ( as defined in
            Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

                  a)    designed such disclosure controls and procedures to
                        ensure that material information relating to the
                        registrant, including its consolidated subsidiaries, is
                        made known to us by others within those entities,
                        particularly during the period in which this annual
                        report is being prepared;

                  b)    evaluated the effectiveness of the registrant's
                        disclosure controls and procedures as of a date within
                        90 days prior to the filing date of this annual report
                        (the "Evaluation Date"); and

                  c)    presented in this annual report our conclusions about
                        the effectiveness of the disclosure controls and
                        procedures based on our evaluation as of the Evaluation
                        Date;

      5.    Based on the most recent evaluation, the registrant's certifying
            officer is also responsible to disclose, to the registrant's
            auditors and the audit committee of registrant's board of directors
            (or persons performing the equivalent functions):

                  a)    all significant deficiencies in the design or operation
                        of internal controls which could adversely affect the
                        registrant's ability to record, process, summarize and
                        report financial data and have identified for the
                        registrant's auditors any material weaknesses in
                        internal controls; and

                  b)    any fraud, whether or not material, that involves
                        management or other employees who have a significant
                        role in the registrant's internal controls; and

      6.    I have indicated in this annual report if there were significant
            changes in internal controls or in other factors that could
            significantly affect internal controls subsequent to the date of the
            most recent evaluation, including any corrective actions with regard
            to significant deficiencies and material weaknesses.

Date: March 19, 2004

                                          /S/ Stephen V. Maroney
                                          -------------------------------------
                                          Stephen V. Maroney,
                                          President, Chief Executive Officer
                                          and Chief Financial Officer