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                                                                    Exhibit 31.1

                CERTIFICATION PURSUANT TO 15 U.S.C. SECTION 10A,
                    AS ADOPTED PURSUANT TO SECTION 302 OF THE
                           SARBANES-OXLEY ACT OF 2002

          I, James M. Smith, certify that:

          1.   I have reviewed this report on Form 10-K of EDO Corporation (the
"registrant");

          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 this amended 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)  [omitted in accordance with SEC Release Nos. 33-8238
          and 34-47986];

                    (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.   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 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: March 5, 2004

                                                    /s/  JAMES M. SMITH
                                                 _____________________________
                                                 James M. Smith
                                                 Chairman, President and Chief
                                                 Executive Officer