**EXHIBIT31.1**

 

**CERTIFICATION  PURSUANT TO**

**RULE13a-14(a) OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED**

 

I, Jason W.Cohenour, certify that:

 

1.     I have reviewed this annual report on Form 40-Fof Sierra Wireless, Inc.;

 

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

 

3.               Basedon my knowledge, the financial statements, and other financial informationincluded in this report, fairly present in all material respects the financialcondition, results of operations and cash flows of the issuer as of, and for, theperiods presented in this report;

 

4.               Theissuer’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)) and internal control overfinancial reporting (as defined in Exchange Act Rules 13a-15(f) and15d-15(f)) for the issuer and have:

 

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 issuer, including its consolidated subsidiaries, ismade known to us by others within those entities, particularly during theperiod in which this report is being prepared;

 

b)             Designed such internal control over financialreporting, or caused such internal control over financial reporting to bedesigned under our supervision, to provide reasonable assurance regarding thereliability of financial reporting and the preparation of financial statementsfor external purposes in accordance with generally accepted accountingprinciples;

 

c)              Evaluatedthe effectiveness of the issuer’s disclosure controls and procedures andpresented in this report our conclusions about the effectiveness of thedisclosure controls and procedures, as of the end of the period covered by thisreport based on such evaluation; and

 

d)             Disclosedin this report any change in the issuer’s internal control over financialreporting that occurred during the period covered by the annual report that hasmaterially affected, or is reasonably likely to materially affect, the issuer’sinternal control over financial reporting; and

 

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5.               Theissuer’s other certifying officer(s) and I have disclosed, based on ourmost recent evaluation of internal control over financial reporting, to theissuer’s auditors and the audit committee of the issuer’s board of directors(or persons performing the equivalent functions):

 

a)              Allsignificant deficiencies and material weaknesses in the design or operation ofinternal control over financial reporting which are reasonably likely toadversely affect the issuer’s ability to record, process, summarize and reportfinancial information; and

 

b)             Anyfraud, whether or not material, that involves management or other employees whohave a significant role in the issuer’s internal control over financialreporting.

 

Date:  March 24, 2010

 

 
| /s/ JASON W.  COHENOUR  |   |
|-------------------------|--------|
| Jason W.  Cohenour      |
| Chief Executive Officer |

 

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**CERTIFICATION  PURSUANT TO**

**RULE13a-14(a) OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED**

 

I, David G.McLennan, certify that:

 

1.     I have reviewed this annual report on Form 40-Fof Sierra Wireless, Inc.;

 

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

 

3.               Basedon my knowledge, the financial statements, and other financial informationincluded in this report, fairly present in all material respects the financialcondition, results of operations and cash flows of the issuer as of, and for,the periods presented in this report;

 

4.               Theissuer’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)) and internal control overfinancial reporting (as defined in Exchange Act Rules 13a-15(f) and15d-15(f)) for the issuer and have:

 

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 issuer, including its consolidated subsidiaries, ismade known to us by others within those entities, particularly during theperiod in which this report is being prepared;

 

b)             Designedsuch internal control over financial reporting, or caused such internal controlover financial reporting to be designed under our supervision, to providereasonable assurance regarding the reliability of financial reporting and thepreparation of financial statements for external purposes in accordance withgenerally accepted accounting principles;

 

c)              Evaluatedthe effectiveness of the issuer’s disclosure controls and procedures andpresented in this report our conclusions about the effectiveness of thedisclosure controls and procedures, as of the end of the period covered by thisreport based on such evaluation; and

 

d)             Disclosedin this report any change in the issuer’s internal control over financialreporting that occurred during the period covered by the annual report that hasmaterially affected, or is reasonably likely to materially affect, the issuer’sinternal control over financial reporting; and

 

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5.               Theissuer’s other certifying officer(s) and I have disclosed, based on ourmost recent evaluation of internal control over financial reporting, to theissuer’s auditors and the audit committee of the issuer’s board of directors(or persons performing the equivalent functions):

 

a)              Allsignificant deficiencies and material weaknesses in the design or operation ofinternal control over financial reporting which are reasonably likely toadversely affect the issuer’s ability to record, process, summarize and reportfinancial information; and

 

b)             Anyfraud, whether or not material, that involves management or other employees whohave a significant role in the issuer’s internal control over financialreporting.

 

Date:  March 24, 2010

 

 
| /s/ DAVID G.  MCLENNAN  |   |
|-------------------------|--------|
| David G.  McLennan      |
| Chief Financial Officer |

 

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