**EXHIBIT 31.1**

 

**CERTIFICATION**

# **PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT**

 

I, Jeff L. O’Dell, certify that:

 

1.     I have reviewed this report on Form 10-K/Aof August Technology Corporation;

 

2                  Based on myknowledge, this report does not contain any untrue statement of a material factor omit to state a material fact necessary to make the statements made, inlight of the circumstances under which such statements were made, notmisleading with respect to the period covered by this report;

 

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

 

4.               The registrant’sother certifying officer(s) and I are responsible for establishing andmaintaining disclosure controls and procedures (as defined in Exchange ActRules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (asdefined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant andhave:

 

(a) Designed such disclosure controls and procedures, or caused suchdisclosure controls and procedures to be designed under our supervision, toensure that material information relating to the registrant, including itsconsolidated subsidiaries, is made known to us by others within those entities,particularly during the period in which this report is being prepared;

 

(b) Designed such internal control over financial reporting, or causedsuch internal control over financial reporting to be designed under oursupervision, to provide reasonable assurance regarding the reliability offinancial reporting and the preparation of financial statements for externalpurposes in accordance with generally accepted accounting principles;

 

(c) Evaluated the effectiveness of the registrant’s disclosure controlsand procedures and presented in this report our conclusions about theeffectiveness of the disclosure controls and procedures, as of the end of theperiod covered by this report based on such evaluation; and

 

(d) Disclosed in this report any change in the registrant’s internalcontrol over financial reporting that occurred during the registrant’s mostrecent fiscal quarter (the registrant’s fourth fiscal quarter in the case of anannual report) that has materially affected, or is reasonably likely tomaterially affect, the registrant’s internal control over financial reporting;and

 

5.               The registrant’sother certifying officer(s) and I have disclosed, based on our most recentevaluation of internal control over financial reporting, to the registrant’sauditors and the audit committee of the registrant’s board of directors (orpersons performing the equivalent functions):

 

(a) All significant deficiencies and material weaknesses in the designor operation of internal control over financial reporting which are reasonablylikely to adversely affect the registrant’s ability to record, process,summarize and report financial information; and

 

(b) Any fraud, whether ornot material, that involves management or other employees who have asignificant role in the registrant’s internal control over financial reporting.

 

Date: November 9, 2005
|   |   |   |   |   | /s/ Jeff L. O’Dell |   |
|--------|--------|--------|--------|--------|-------------------------|--------|
|   |   |   |   |   | Jeff L. O’Dell     |   |
|   |   |   |   |   | Chief Executive Officer |

 

 

 

 

 

 

 

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