EXHIBIT 31.1


                  CERTIFICATION OF CHIEF EXECUTIVE OFFICER AND
                             CHIEF FINANCIAL OFFICER

I, David Shamy, President/ Chief Executive Officer and Chief Financial Officer
of the Company, certify that:

    1. I have reviewed this annual report on Form 10-KSB/A of Intraop Medical
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 annual 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 the
    effectiveness of the disclosure controls and procedures, as of a date within
    90 days prior to the filing date of this annual report (the "Evaluation
    Date"); and

        (c) presented in this annual report our conclusions about the
    effectiveness of the disclosure controls and procedures based on our
    evaluation as of the Evaluation Date;

    5. The registrant's other certifying officer and I have disclosed, based on
our most recent evaluation, 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.

         6. The registrant's other certifying officers and I have indicated in
this annual report whether or not there were significant changes in the internal
controls or in other facts that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.


           By:  /S/ DAVID SHAMY
           ------------------------------------------------------------
           David Shamy
           Chief Executive Officer/ President / Chief Financial Officer


                                                           September 10, 2004


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