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                                                                    EXHIBIT 31.1


                             FORM 10-K CERTIFICATION

I, S. Leslie Flegel, certify that:

1.       I have reviewed this report on Form 10-K of Source Interlink Companies,
Inc.;

2.       Based on my knowledge, this 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 report.

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


4.       The registrant's other certifying officer(s) 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 we 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 report is being prepared;


         b)       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



         c)       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 (the registrant's fourth fiscal
         quarter in the case of an annual report) 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 officers 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 registrant's board of
directors (or persons performing the equivalent functions):


         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 over financial reporting.



March 3, 2004                               /s/ S. Leslie Flegel
                                            Chairman and Chief Executive Officer


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