**Exhibit 31**

 

I, George R. Chapdelaine,certify that:

 

1.               Ihave reviewed this report on Form 10-Q of Boston Restaurant Associates, Inc.;

 

2.               Basedon my knowledge, this 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 report;

 

3.               Basedon my knowledge, the financial information included in this report, and thefinancial statements on which the financial information is based, fairlypresent in all material respects the financial condition, results ofoperations, changes in net assets, and cash flows (if the financial statementsare required to include a statement of cash flows) of the registrant as of, andfor, the periods presented in this report;

 

4.               Theregistrant’s other certifying officers and I are responsible for establishingand maintaining disclosure controls and procedures (as defined in Exchange ActRules 13a-15(e) and 15d-15(e)) and internal control over financial reporting )for the registrant and 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 theregistrant, including its consolidated subsidiaries, is made known to us byothers within those entities, particularly during the period in which thisreport is being prepared;

 

(b)          [omitted]

 

(c)           Evaluated the effectiveness of theregistrant’s disclosure controls and procedures and presented in this reportour conclusions about the effectiveness of the disclosure controls andprocedures, as of the end of the period covered by this report; and

 

(d)          Disclosed in this report any change in theregistrant’s internal control over financial reporting that occurred during theregistrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarterin the case of an annual report) that has materially affected or is reasonablylikely to materially affect, the registrant’s internal control over financialreporting; and

 

5.               Theregistrant’s other certifying officers and I have disclosed, based on our mostrecent evaluation  of internal controlover financial reporting, to the registrant’s auditors and the audit committeeof the registrant’s board of directors (or persons performing the equivalentfunctions):

 

(a)           All significant deficiencies and materialweaknesses in the design or operation of internal control over financialreporting  which  are reasonably likely to adversely affectthe registrant’s ability to record, process, summarize, and report financialinformation; and

 

(b)          Any fraud, whether or not material, thatinvolves management or other employees who have a significant role in theregistrant’s internal control over financial reporting.

 

 
| Date:  September 5, 2003 |   | /s/ George R. Chapdelaine            |   |
|-------------------------------|--------|--------------------------------------|--------|
|                          |   | George R. Chapdelaine, President and |
|                          |   | Chief Executive Officer              |

 

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I, Fran Ross, certify that:

 

1.     I have reviewed this report on Form 10-Q ofBoston Restaurant Associates, Inc.;

 

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;

 

3.     Based on my knowledge, the financialinformation included in this report, and the financial statements on which thefinancial information is based, fairly present in all material respects thefinancial condition, results of operations, changes in net assets, and cashflows (if the financial statements are required to include a statement of cashflows) of the registrant as of, and for, the periods presented in this report;

 

4.     The registrant’s other certifying officersand I are responsible for establishing and maintaining disclosure controls andprocedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) andinternal control over financial reporting) for the registrant and 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 the registrant,including its consolidated subsidiaries, is made known to us by others withinthose entities, particularly during the period in which this report is beingprepared;

 

(b))  [omitted]

 

(c)   Evaluated the effectiveness of theregistrant’s disclosure controls and procedures and presented in this reportour conclusions about the effectiveness of the disclosure controls andprocedures, as of the end of the period covered by this report; and

 

(d)   Disclosed in this report any change in theregistrant’s internal control over financial reporting that occurred during theregistrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarterin the case of an annual report) that has materially affected or is reasonablylikely to materially affect, the registrant’s internal control over financialreporting; and

 

5.     The registrant’s other certifying officersand I have disclosed, based on our most recent evaluation of internal controlover financial reporting, to the registrant’s auditors and the audit committeeof the registrant’s board of directors (or persons performing the equivalentfunctions):

 

(a)   All significant deficiencies and materialweaknesses in the design or operation of internal control over financialreporting  which  are reasonably likely to adversely affectthe registrant’s ability to record, process, summarize, and report financialinformation; and

 

(c)           Any fraud, whether or not material, thatinvolves management or other employees who have a significant role in theregistrant’s internal control over financial reporting.

 
| Date:  September 5, 2003 |   | /s/ Fran Ross                      |   |
|-------------------------------|--------|------------------------------------|--------|
|                          |   | Fran Ross, Chief Financial Officer |

 

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