**Exhibit 31.1**

 

**Certification Pursuant to Rule 13a-14 or 15d-14of the Securities Exchange Actof 1934, As Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of2002**

 

I, Debra Koenig, ChiefExecutive Officer of VICORP Restaurants, Inc., certify that:

 

1.I have reviewed this annual report on Form 10-K of VICORP Restaurants, Inc.;

 

2.Based on my knowledge, this annual report does not contain any untrue statementof a 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 annual report;

 

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

 

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

 

(a) Designed such disclosurecontrols and procedures, or caused such disclosure controls and procedures tobe designed under our supervision, to ensure that material information relatingto the registrant, including its consolidated subsidiaries, is made known to usby others within those entities, particularly during the period in which this annualreport is being prepared;

 

(b) Evaluated theeffectiveness of the registrant’s disclosure controls and procedures andpresented in this annual report our conclusions about the effectiveness of thedisclosure controls and procedures, as of the end of the period covered by thisannual report based on such evaluation; and

 

(c) Disclosed in this annualreport any change in the registrant’s internal control over financial reportingthat occurred during the registrant’s most recent fiscal quarter (theregistrant’s fourth fiscal quarter in the case of an annual report) that hasmaterially affected, or is reasonably likely to materially affect, theregistrant’s internal control over financial reporting; and

 

5.The registrant’s other certifying officer and I have disclosed, based on ourmost recent evaluation of internal control over financial reporting, to theregistrant’s auditors and the audit committee of the registrant’s board ofdirectors (or persons performing the equivalentfunctions):

 

(a) all significantdeficiencies and material weaknesses in the design or operation of internalcontrol over financial reporting which are reasonably likely to adverselyaffect the registrant’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 registrant’s internal control over financialreporting. 

 
| Date:  January 24, 2005 | /s/ Debra Koenig        |   |
|-------------------------|-------------------------|--------|
|                    | Debra Koenig            |
|                    | Chief Executive Officer |

 

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