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# **Exhibit31**

 

CERTIFICATIONPURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

 

I,William J. Carden, certify that:

 

1)              I have reviewedthis quarterly report on Form 10-Q of American Spectrum Realty, Inc.;

 

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 report, fairly present in all material respects the financialcondition, results of operations and cash flows of the registrant as of, andfor, the periods presented in this report;

 

4)              Theregistrant’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 suchdisclosure controls and procedures, or caused such disclosure controls andprocedures to be designed under our supervision, to ensure that materialinformation relating to the registrant, including its consolidated subsidiaries,is known to us by others within those entities, particularly during the periodin which this quarterly report is being prepared;

 

b)             evaluated the effectivenessof the registrant’s disclosure controls and procedures and presented in thisreport our conclusions about the effectiveness of the disclosure controls andprocedures, as of the end of the period covered by this report based on suchevaluation; and

 

c)              disclosed in this report anychange in the registrant’s internal control over financial reporting thatoccurred during the registrant’s most recent fiscal quarter that has materiallyaffected, or is reasonably likely to materially affect, the registrant’sinternal control over financial reporting;

 

5)              Theregistrant’s other certifying officer and I have disclosed, based on our mostrecent evaluation of the internal control over financial reporting, to theregistrant’s auditors and audit committee of the registrant’s board ofdirectors (or persons performing the equivalent functions);

 

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

 

 
| Date: November 12, 2004 | By:    | */s/  William J. Carden*            |
|-------------------------|--------|-------------------------------------|
|                    |   | William J. Carden                   |
|                    |   | Chief Executive Officer  and Acting |
|                    |   | Chief Financial Officer             |

 

 

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