Exhibit 31



CERTIFICATION OF

PRINCIPAL EXECUTIVE OFFICER AND

PRINCIPAL FINANCIAL OFFICER



I, Peter H. Nielsen, certify that:



1.          I
have reviewed this annual report on Form 10-K/A of Bio-Path Holdings, 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 operations and cash flows of the registrant as of, and for, the periods presented
in this report;



4.           I
am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e)
and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the
registrant and have:



a)  Designed
such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under my supervision,
to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to me by
others within those entities, particularly during the period in which this report is being prepared; and



b)  Designed
such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our
supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial
statements for external purposes in accordance with generally accepted accounting principles;



c) 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



d)  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.           I
have disclosed, based on my most recent evaluation of internal control over financial reporting, to the registrant's auditors and
the audit committee of the registrant’s board of directors:



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 control
over financial reporting.



|Date:      January 22, 2013 | By: | /s/ Peter H. Nielsen         
|--------------------------- | --- | -----------------------------
|                            |     | Peter H. Nielsen             
|                            |     | Chief Executive Officer      
|                            |     | (Principal Executive Officer)
|                            |     | Chief Financial Officer      
|                            |     | (Principal Financial Officer)