**EXHIBIT 31.1**

CERTIFICATION OF CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICERPURSUANT TO SECTION 302(a) OF THE SARBANES-OXLEY ACT OF 2002

|           I, W. Mark Lortz, certify that:                                                                                                                                                                                                                                                                                                                                               |
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|           1.          I have reviewed this quarterly report on Form 10-Q ofTheraSense, Inc., a Delaware corporation;                                                                                                                                                                                                                  |
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|           2.          Based on my knowledge, this report does not contain anyuntrue 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 thisreport;        |
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|           3.          Based on my knowledge, the financial statements, andother financial information included in this 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 report;                          |
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|           4.          The registrant’s other certifying officer(s) and Iare 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:                                                                              |
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|                                                                                                                                                                                                                                                                                                                                                                                                                                      |           (a)          Designed such disclosure controls and procedures, orcaused 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 report is being prepared; |
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|                                                                                                                                                                                                                                                                                                                                                                                                                                      |           (b)          [Paragraph omitted pursuant to SEC Release Nos. 33-8238 and34-47986]; |
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|                                                                                                                                                                                                                                                                                                                                                                                                                                      |           (c)          Evaluated the effectiveness of the registrant’s disclosurecontrols 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 |
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|                                                                                                                                                                                                                                                                                                                                                                                                                                      |           (d)          Disclosed in this report any change in the registrant’sinternal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely tomaterially affect, the registrant’s internal control over financial reporting; and |
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|           5.          The registrant’s other certifying officer(s) and Ihave 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 (or persons performing the equivalentfunctions): |
|                                                                                                                                                                                                                                                                                                                                                                                                                                      |
|                                                                                                                                                                                                                                                                                                                                                                                                                                      |           (a)          All significant deficiencies and material weaknesses in the designor 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 |
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|                                                                                                                                                                                                                                                                                                                                                                                                                                      |           (b)          Any fraud, whether or not material, that involves management orother employees who have a significant role in the registrant’s internal control over financial reporting. |

Date: August 11, 2003

|   | /s/ W. MARK LORTZ                         |   |
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|   | **W. Mark Lortz Chief Executive Officer** |   |

          I, Charles T. Liamos, certify that:

 

          1.           I have reviewed this quarterly report on Form 10-Q ofTheraSense, Inc., a Delaware corporation;

 

          2.           Based on my knowledge, this report does not containany 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 thisreport;

 

          3.           Based on my knowledge, the financial statements, andother financial information included in this 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 report;

 

          4.           The registrant’s other certifying officer(s) andI 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, orcaused 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 report is being prepared;

 

 

 

           (b)            [Paragraph omitted pursuant to SEC Release Nos. 33-8238 and34-47986];

 

 

 

           (c)           Evaluated the effectiveness of the registrant’s disclosurecontrols 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’sinternal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely tomaterially affect, the registrant’s internal control over financial reporting; and

 

 

          5.           The registrant’s other certifying officer(s) andI 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 (or persons performing the equivalentfunctions):

 

 

           (a)          All significant deficiencies and material weaknesses in thedesign 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 orother employees who have a significant role in the registrant’s internal control over financial reporting.

Date: August 11, 2003

 

/s/ CHARLES T. LIAMOS

 

 

 

 

**Charles T. Liamos Chief Financial Officer**