**Exhibit 31**

 

**KOSS CORPORATION**

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**Certification of Chief Executive Officer and ChiefFinancial OfficerPursuant to Section 302 of the Sarbanes-Oxley Act of 2002***

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I, Michael J.Koss, certify that:

 

1.                                      I have reviewed this quarterly report on Form 10-Qof Koss Corporation;

 

2.                                      Based on my knowledge, this report doesnot contain any untrue statement of a material fact or omit to state a materialfact necessary to make the statements made, in light of the circumstances underwhich such statements were made, not misleading with respect to the periodcovered by this report;

 

3.                                      Based on my knowledge, the financialstatements, and other financial information included in this report, fairlypresent in all material respects the financial condition, results of operationsand cash flows of the registrant as of, and for, the periods presented in thisreport;

 

4.                                      I am responsible for establishing andmaintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and15d-15(e)) and internal control over financial reporting (as defined inExchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant andhave:

 

a) Designed such disclosure controls andprocedures, or caused such disclosure controls and procedures to be designedunder my supervision, to ensure that material information relating to theregistrant, including its consolidated subsidiaries, is made known to me byothers within those entities, particularly during the period in which thisreport is being prepared;

 

b) Designed such internal control overfinancial reporting, or caused such internal control over financial reportingto be designed under our 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 the effectiveness of theregistrant’s disclosure controls and procedures and presented in this report myconclusions 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 theregistrant’s internal control over financial reporting that occurred during theregistrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarterin the case of an annual report) that has materially affected, or is reasonablylikely to materially affect, the registrant’s internal control over financialreporting; and

 

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5.                                      I have disclosed, based on my most recentevaluation of internal control over financial reporting, to the registrant’sauditors and the audit committee of the registrant’s board of directors (orpersons performing the equivalent functions):

 

a) All significant deficiencies and materialweaknesses in the design or operation of internal control over financialreporting which are reasonably likely to adversely affect the registrant’sability to record, process, summarize and report financial information; and

 

b) Any fraud, whether or not material, thatinvolves management or other employees who have a significant role in theregistrant’s internal control over financial reporting.

 

 

Date:  May 08, 2009

 

 
| *  /s/  Michael J. Koss*      |   |
|-----------------------------------------|--------|
| Michael  J. Koss                        |   |
| Chief  Executive Officer, President and |   |
| Chief  Financial Officer                |   |

 

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*                           Since MichaelJ. Koss is both the principal executive officer and the principal financialofficer of the registrant, only one certification is provided.

 

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