**Exhibit 31.1**

 

**KOSS CORPORATION**

 

**Certification of Chief Executive Officer andChief Financial Officer**

**Pursuant to Section 302 of theSarbanes-Oxley Act of 2002***

 

I, Michael J. Koss, certify that:

 

1.                                       I have reviewedthis quarterly report on Form 10-Q of Koss Corporation;

 

2.                                       Based on myknowledge, this quarterly report does not contain any untrue statement of amaterial fact or omit to state a material fact necessary to make the statementsmade, in light of the circumstances under which such statements were made, notmisleading with respect to the period covered by this quarterly report;

 

3.                                       Based on myknowledge, the financial statements, and other financial information includedin this quarterly report, fairly present in all material respects the financialcondition, results of operations and cash flows of the registrant as of, andfor, the periods presented in this quarterly report;

 

4.                                       I am responsiblefor establishing and maintaining disclosure controls and procedures (as definedin Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal controlover financial reporting (as defined in Exchange Act Rules 13a-15(f) and15d-15(f)) for the registrant and have:

 

a)              designed suchdisclosure controls and procedures, or caused such disclosure controls andprocedures to be designed under my supervision, to ensure that materialinformation relating to the registrant, including its consolidatedsubsidiaries, is made known to me by others within those entities, particularlyduring the period in which this quarterly report is being prepared;

 

b)             designed such internal control overfinancial reporting, or caused such internal control over financial reportingto be designed under my supervision, to provide reasonable assurance regardingthe reliability of financial reporting and the preparation of financialstatements for external purposes in accordance with generally acceptedaccounting principles;

 

c)              evaluated theeffectiveness of the registrant’s disclosure controls and procedures andpresented in this quarterly report my conclusions about the effectiveness ofthe disclosure controls and procedures, as of the end of the period covered bythis report based on such evaluation;

 

d)             disclosed in thisreport any change in the registrant’s internal control over financial reportingthat occurred during the registrant’s most recent fiscal quarter (theregistrant’s fourth fiscal quarter in the case of an annual report) that hasmaterially affected, or is reasonably likely to materially affect, theregistrant’s internal control over financial reporting; and

 

5.                                       I havedisclosed, based on my most recent evaluation of internal control overfinancial reporting to the registrant’s auditors and the audit committee ofregistrant’s board of directors (or persons performing the equivalent functions):

 

a)              all significantdeficiencies and material weaknesses in the design or operation of internalcontrol over financial reporting which are reasonably likely to adverselyaffect the registrant’s ability to record, process, summarize and report financialinformation; and

 

b)             any fraud, whether ornot material, that involves management or other employees who have asignificant role in the registrant’s internal control over financial reporting.

 
| Date: February 12, 2009           |
|----------------------------------------|
|                                   |
|                                   |
| /s/ Michael J. Koss                    |
| Michael J. Koss                        |
| Chief Executive Officer, President and |
| Chief Financial Officer                |

 

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*                           SinceMichael J. Koss is both the principal executive officer and the principalfinancial officer of the registrant, only one certification is provided.

 

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