**Exhibit 31.1**

 

Sarbanes-Oxley Section 302(a) Certification

 

I,Jerry R. Welch, certify that:

 

1.               I have reviewed this quarterly report on Form10-Q/A of FAO, Inc. (the “Company”); and

2.               Based on my knowledge, this report does notcontain any untrue statement of a material fact or omit to state a materialfact necessary to make the statements made, in light of the circumstances underwhich such statements were made, not misleading with respect to the periodcovered by this report; and

3.               Based on my knowledge, the financialstatements, and other financial information included in this report, fairlypresent in all material respects the financial condition, results of operationsand cash flows of the Company as of, and for, the periods presented in thisreport; and

4.               TheCompany’s other certifying officer and I are responsible for establishing andmaintaining disclosure controls and procedures (as defined in Exchange ActRules 13a-15(e) and 15d-15(e))  for theCompany and we have:

a)              Designed such disclosure controls andprocedures, or caused such disclosure controls and procedures to be designedunder our supervision, to ensure that material information relating to theCompany, including its consolidated subsidiaries, is made known to us by otherswithin those entities, particularly during the period in which this report isbeing prepared;

b)             Evaluatedthe effectiveness of the Company’s disclosure controls and procedures andpresented in this report our conclusions about the effectiveness of thedisclosure controls and procedures, as of the end of the period covered by thisreport based on such evaluation; and

c)              Disclosedin this report any change in the Company’s internal control over financialreporting that occurred during the Company’s most recent fiscal quarter (theCompany’s fourth fiscal quarter in the case of any annual report) that hasmaterially affected, or is reasonably likely to materially affect, theCompany’s internal control over financial reporting; and

5.               TheCompany’s other certifying officer and I have disclosed, based on our mostrecent evaluation of internal control over financial reporting, to theCompany’s auditors and the audit committee of Company’s board of directors (orpersons performing the equivalent functions):

a)              Allsignificant deficiencies and material weaknesses in the design or operation ofinternal control over financial reporting which are reasonably likely toadversely affect the Company’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 Company’s internal control over financial reporting.

 
| Date: November 3, 2003 |                                   | /s/  Jerry R. Welch |   |
|-----------------------------|----------------------------------------|---------------------|--------|
|                        | Jerry  R. Welch                        |                |
|                        | Chief  Executive Officer and President |                |

 

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