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                                                                    EXHIBIT 31.1

                CERTIFICATION PURSUANT TO 15 U.S.C. SECTION 7241,
                             AS ADOPTED PURSUANT TO
                  SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Matthew R. Perry, certify that:

   1.       I have reviewed this quarterly report on Form 10-Q of
            Transmeta 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 registrant as of, and for,
            the periods presented in this report;

   4.       The registrant's other certifying officer(s) 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 the effectiveness of the disclosure controls
                  and procedures, as of the end of the period covered by this
                  report based on such evaluation; and

                  (c) 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(s) 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 (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
                  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.

November 7, 2003

                                     /s/ MATTHEW R. PERRY
                                     -----------------------------------------
                                     By: President and Chief Executive Officer