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                                                                  Exhibit 31.1

               CERTIFICATION PURSUANT TO 15 U.S.C. SECTION 10A,
                   AS ADOPTED PURSUANT TO SECTION 302 OF THE
                          SARBANES-OXLEY ACT OF 2002

I, James M. Smith, certify that:

1.      I have reviewed this quarterly report on Form 10-Q of EDO Corporation;

2.      Based on my knowledge, this quarterly 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
quarterly report;

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

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

     a)    designed such disclosure controls and procedures, or caused such
    disclosure controls and procedures to be designed under our supervision, 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 quarterly report is
    being prepared;

     b)    [omitted in accordance with SEC Release Nos. 33-8238 and 34-47986];

     c)    evaluated the effectiveness of the registrant's disclosure controls
    and procedures and presented in this report our conclusions about the
    effectiveness of the disclosure controls and procedures, as of the end of
    the period covered  by this report based on such evaluation; and

     d)    disclosed in this report any change in the registrant's internal
    control over financial reporting that occurred during the registrant's most
    recent fiscal quarter that has materially affected, or is reasonably likely
    to materially affect, the registrant's internal control over financial
    reporting;  and

5.      The registrant's other certifying officer and I have disclosed, based
on our most recent evaluation of internal control over financial reporting, to
the registrant's auditors and the audit committee of the registrant's board of
directors:

     a)    all significant deficiencies and material weaknesses in the design or
    operation of internal control over financial reporting which are reasonably
    likely to adversely affect the registrant's ability to record, process,
    summarize and report financial information; 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.



                                                Date: August 6, 2003

                                                /s/ James M. Smith
                                                -------------------------------
                                                James M. Smith
                                                Chairman, President and Chief
                                                Executive Officer