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Exhibit 31.1 CERTIFICATION I, Dan W. Denney Jr., Ph.D., Chief Executive Officer of Genitope Corporation,
certify that: 1. I have reviewed this annual report on Form 10-K of Genitope Corporation; 2. Based on my knowledge, this annual 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. The registrant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) 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 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) evaluated the effectiveness of the registrants disclosure controls and
procedures and presented in this report our conclusions about effectiveness
of the disclosure controls and procedures, as of the end of the period
covered by this report based on such evaluation; andc) disclosed in this report any change in the registrants internal control
over financial reporting that occurred during registrants most recent
fiscal quarter (the registrants fourth 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. The registrants other certifying officer and I have disclosed, based on our
most recent evaluation of internal control over financial reporting, to the
registrants auditors and the audit committee of registrant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 reasonable
likely to adversely affect the registrants ability to record, process,
summarize and report financial information; andb) 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: March 26, 2004 /s/ Dan W. Denney Jr.  Dan W. Denney Jr., Ph.D.
Chief Executive Officer




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Exhibit 31.1 CERTIFICATION  I, Dan W. Denney Jr., Ph.D., Acting Chief Financial Officer of Genitope
Corporation, certify that:1. I have reviewed this annual report on Form 10-K of Genitope Corporation;2. Based on my knowledge, this annual 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. The registrant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) 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 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) evaluated the effectiveness of the registrants disclosure controls and
procedures and presented in this report our conclusions about effectiveness
of the disclosure controls and procedures, as of the end of the period
covered by this report based on such evaluation; andc) disclosed in this report any change in the registrants internal control
over financial reporting that occurred during registrants most recent
fiscal quarter (the registrants fourth 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. The registrants other certifying officer and I have disclosed, based on our
most recent evaluation of internal control over financial reporting, to the
registrants auditors and the audit committee of registrant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 reasonable
likely to adversely affect the registrants ability to record, process,
summarize and report financial information; andb) 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: March 26, 2004 /s/ Dan W. Denney Jr.  Dan W. Denney Jr., Ph.D.
Acting Chief Financial Officer