**Exhibit 31**
**302 Certification**
I, RICK E. GAETZ, certify that:
I have reviewed this quarterly report on Form 10-Q of Vitran Corporation Inc.;
1. Based on my knowledge, this quarterly report does not contain any untruestatement of a material fact or omit to state a material fact necessary tomake the statements made, in light of the circumstances under which suchstatements were made, not misleading with respect to the period covered bythis annual report; 2. Based on my knowledge, the financial statements, and other financialinformation included in this quarterly report, fairly present in allmaterial respects the financial conditions, results of operations and cashflows of the registrant as of, and for, the periods presented in thisannual report; 3. The registrant’s other certifying officers and I are responsible forestablishing and maintaining disclosure controls and procedures (asdefined in Exchange Act Rules 13a-15 and 15d-15) for the registrant and wehave: a) designed such disclosure controls and procedures to ensure that materialinformation relating to the registrant, including its consolidatedsubsidiaries, is made known to us by others within those entities,particularly during the period in which this annual report is beingprepared; b) evaluated the effectiveness of the registrant’s disclosure controls andprocedures as of a date within 90 days prior to the filing date of thisannual report (the “Evaluation Date”); and c) presented in this quarterly report our conclusions about theeffectiveness of the disclosure controls and procedures based on ourevaluation as of the Evaluation Date: 4. The registrant’s other certifying officers and I have disclosed, based onour most recent evaluation, to the registrant’s auditors and the auditcommittee of registrant’s board of directors (or persons performing theequivalent function):
 a) all significant deficiencies in the design or operationof internal controls which could adversely affect the registrant’sability to record, process, summarize and report financial dataand have identified for the registrant’s auditors any materialweaknesses in internal controls; and  b) any fraud, whether or not material, that involvesmanagement or other employees who have a significant role in theregistrant’s internal controls; and
5. The registrant’s other certifying officers and I have indicated in thisquarterly report whether or not there were significant changes in internalcontrols or in other factors that could significantly affect internalcontrols subsequent to the date of our most recent evaluation, includingany corrective actions with regard to significant deficiencies andmaterial weaknesses.     Date: April 20, 2004   /s/ RICHARD E. GAETZ       Rick E. GaetzChief Executive Officer
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**Exhibit 31**
**302 Certification**
I, KEVIN A. GLASS, certify that:
I have reviewed this quarterly report on Form 10-Q of Vitran Corporation Inc.;
1. Based on my knowledge, this quarterly report does not contain any untruestatement of a material fact or omit to state a material fact necessary tomake the statements made, in light of the circumstances under which suchstatements were made, not misleading with respect to the period covered bythis annual report; 2. Based on my knowledge, the financial statements, and other financialinformation included in this quarterly report, fairly present in allmaterial respects the financial conditions, results of operations and cashflows of the registrant as of, and for, the periods presented in thisannual report; 3. The registrant’s other certifying officers and I are responsible forestablishing and maintaining disclosure controls and procedures (asdefined in Exchange Act Rules 13a-15 and 15d-15) for the registrant and wehave: a) designed such disclosure controls and procedures to ensure that materialinformation relating to the registrant, including its consolidatedsubsidiaries, is made known to us by others within those entities,particularly during the period in which this annual report is beingprepared; b) evaluated the effectiveness of the registrant’s disclosure controls andprocedures as of a date within 90 days prior to the filing date of thisannual report (the “Evaluation Date”); and c) presented in this quarterly report our conclusions about theeffectiveness of the disclosure controls and procedures based on ourevaluation as of the Evaluation Date: 4. The registrant’s other certifying officers and I have disclosed, based onour most recent evaluation, to the registrant’s auditors and the auditcommittee of registrant’s board of directors (or persons performing theequivalent function):
 a. all significant deficiencies in the design or operationof internal controls which could adversely affect the registrant’sability to record, process, summarize and report financial dataand have identified for the registrant’s auditors any materialweaknesses in internal controls; and  b. any fraud, whether or not material, that involvesmanagement or other employees who have a significant role in theregistrant’s internal controls; and
5. The registrant’s other certifying officers and I have indicated in thisquarterly report whether or not there were significant changes in internalcontrols or in other factors that could significantly affect internalcontrols subsequent to the date of our most recent evaluation, includingany corrective actions with regard to significant deficiencies andmaterial weaknesses.   Date: April 20, 2004 /s/ KEVIN A. GLASS   Kevin A. GlassChief Financial Officer
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