# **EXHIBIT31.1**

 

## **CERTIFICATION**

 

I, ChristopherSophinos, certify that:

 

1.               I have reviewed this quarterly report onForm 10-Q/A of On Command Corporation;

 

2.     Basedon my knowledge, this quarterly report does not contain any untrue statement ofa material fact or omit to state a material fact necessary to make thestatements made, in light of the circumstances under which such statements weremade, not misleading with respect to the period covered by this quarterlyreport;

 

3.               Based on my knowledge, the financialstatements, and other financial information included in this quarterly report,fairly present in all material respects the financial condition, results ofoperations and cash flows of the registrant as of, and for, the periodspresented in this quarterly report;

 

4.               The registrant’s other certifyingofficer and I are responsible for establishing and maintaining disclosurecontrols and procedures (as defined in Exchange Act Rules 13a-15(e) and15d-15(e)) for the registrant and we have:

 

a.               designed such disclosure controls andprocedures, or caused such disclosure controls and procedures to be designedunder our supervision, to ensure that material information relating to theregistrant, including its consolidated subsidiaries, is made known to us by otherswithin those entities, particularly during the period in which this quarterlyreport is being prepared;

 

b.              evaluated the effectiveness of theregistrant’s disclosure controls and procedures and presented in this quarterlyreport our conclusions about the effectiveness of the disclosure controls andprocedures as of the end of the period covered by this quarterly report basedon such evaluation; and

 

c.               disclosed in this quarterly report anychange in the registrant’s internal control over financial reporting thatoccurred during the registrant’s most recent fiscal quarter (the registrant’sfourth fiscal quarter in the case of an annual report) that has materiallyaffected, or is reasonably likely to materially affect, the registrant’sinternal control over financial reporting; and

 

5.               The registrant’s other certifyingofficer and I have disclosed, based on our most recent evaluation of internalcontrol over financial reporting, to the registrant’s auditors and the auditcommittee of the registrant’s board of directors (or persons performing theequivalent function):

 

a.               all significant deficiencies andmaterial weaknesses in the design or operation of internal control overfinancial reporting which are reasonably likely to adversely affect theregistrant’s ability to record, process, summarize and report financialinformation; and

 

b.              any fraud, whether or not material, thatinvolves management or other employees who have a significant role in theregistrant’s internal control over financial reporting.

 

 
| Date:  August 15, 2003                                  |   |
|-------------------------------------------------------------------|--------|
|                                                              |   |
|                                                              |   |
| /s/       Christopher Sophinos |   |   |
| Christopher Sophinos                                              |   |
| President and Chief Executive Officer                             |   |
| (Principal Executive Officer)                                     |   |
|                                                                   |        |  |

 

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