##### 



EXHIBIT 31.1 CERTIFICATION PURSUANT TO RULE 13A-14 OR 15D-14 OF THE
SECURITIES EXCHANGE ACT OF 1934, AS ADOPTED PURSUANT
TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Barry S. Rosenstein, certify that:  1.
    
    I have reviewed this report on Form 10-QSB of UST Liquidating Corporation;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 small business issuer as of, and for, the periods presented in
this report.4.
    
    The small business issuers other certifying officer and I are
responsible for establishing and maintaining disclosure controls and
procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e))for
the small business issuer and have: a)
    
    Designed such disclosure controls and procedures, or caused
such disclosure controls and procedures to be designed under our
supervision, to ensure that material information relating to the
small business issuer, including its consolidated subsidiaries, is
made known to us by others within those entities, particularly during
the period in which this report is being prepared;
 b)
    
    [Paragraph omitted in accordance with SEC transition
instructions contained in SEC Release 34-47986];
 c)
    
    Evaluated the effectiveness of the small business issuer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 small business
issuers internal control over financial reporting that occurred
during the small business issuers most recent fiscal quarter (the
small business issuers fourth fiscal quarter in the case of an
annual report) that has materially affected, or is reasonably likely
to materially affect, the small business issuers internal control
over financial reporting; and
  5.
    
    The small business issuers other certifying officer and I have
disclosed, based on our most recent evaluation of internal control over
financial reporting, to the small business issuers auditors and the audit
committee of small business issuers board of directors (or persons
performing the equivalent functions): 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 small business
issuer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 small business
issuers internal control over financial reporting.
 Date:  February 23, 2004
    
    /s/ Barry S. RosensteinBarry S. RosensteinCo-Chairman of the Board of Directors