**Exhibit 31.1**

**CERTIFICATION OF PRINCIPALEXECUTIVE OFFICER AND PRINCIPAL FINANCIAL OFFICER PURSUANT TO SECTION 302, OF THESARBANES-OXLEY ACT OF 2002**

                I,Bernard Zimmerman, certify that:  

                1.           Ihave reviewed this annual report on Form 10-K for the year ended March 31,           2009of St. Lawrence Seaway Corporation;  

                2.           Basedon 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.           Basedon 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.           Theregistrant’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 registrant and have:  

                        a)            designedsuch disclosure controls and procedures, or caused such disclosure           controls andprocedures to be designed under our supervision, to ensure that           materialinformation relating to the registrant, 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)            designedsuch internal control over financial reporting, or caused such internal           controlover financial reporting to be designed under our supervision, to           providereasonable assurance regarding the reliability of financial reporting           and thepreparation of financial statements for external purposes in accordance           withgenerally accepted accounting principles;  

                        c)            evaluatedthe effectiveness of the registrant’s disclosure controls and           proceduresand presented 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  

                        d)            disclosedin this report any change in the registrant’s internal control           overfinancial 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.            Theregistrant’s other certifying officer and I have disclosed, based on           ourmost recent evaluation of internal control over financial reporting, to the          registrant’s auditors and the audit committee of the registrant’s          board of directors (or persons performing the equivalent functions):  

                        a)            allsignificant deficiencies and material weaknesses in the design or operation           ofinternal control over financial reporting which are reasonably likely to          adversely affect the registrant’s ability to record, process, summarizeand           report financial information; and  

                        b)            anyfraud, whether or not material, that involves management or other employees           whohave a significant role in the registrant’s internal control over          financial reporting.