**Exhibit 31.1**

 

CERTIFICATION

 

I, Chester L.F. Paulson, certify that:

 

1.               I have reviewedthis quarterly report on Form 10-Q of Paulson Capital Corp.;

 

2.               Based on myknowledge, this quarterly 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 quarterly report;

 

3.               Based on myknowledge, the financial statements, and other financial information includedin this quarterly report, fairly present in all material respects the financialcondition, results of operations and cash flows of the registrant as of, andfor, the period presented in this quarterly report;

 

4.               The registrant’sother certifying officers and I are responsible for establishing andmaintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and wehave:

 

a.               Designed such disclosurecontrols and procedures, or caused such disclosure controls to be designedunder our supervision, to ensure that material information relating to theregistrant, including its consolidated subsidiaries, is made known to us byothers within those entities, particularly during the period in which thisquarterly report is being prepared;

 

b.              Evaluated theeffectiveness of the registrant’s disclosure controls and procedures andpresented in this report our conclusions about the effectiveness of the disclosurecontrols and procedures, as of the end of the period covered by this reportbased on such evaluation; and

 

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

 

5.               The registrant’s othercertifying officers and I have disclosed, based on our most recent evaluationof internal control over financial reporting, to the registrant’s auditors andthe audit committee of registrant’s board of directors (or persons performingthe equivalent function):

 

a.               All significantdeficiencies in the design or operation of internal controls which arereasonably likely to adversely affect the registrant’s ability to record,process, summarize and report financial information; and

 

b.              Any fraud, whetheror not material, that involves management or other employees who have asignificant role in the registrant’s internal control over financial reporting.

 
| Dated: May 17, 2005 |                                             |   |
|--------------------------|--------------------------------------------------|--------|
|                     |                                             |   |
|                     |                                             |   |
|                     | /s/ Chester  L.F. Paulson                        |   |
|                     | (Chester  L.F. Paulson)                          |   |
|                     | (President &  Chief Executive  Officer) |   |

 

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