**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.                                       Ihave reviewed this quarterly report on Form 10-Q of Koss Corporation;

 

2.                                       Basedon my knowledge, this 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 report;

 

3.                                       Basedon my knowledge, the financial statements, and other financial informationincluded in this 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 report;

 

4.                                       Iam responsible for establishing and maintaining disclosure controls andprocedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) andinternal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and15d-15(f)) for the registrant and have:

 

a) designed such disclosure controls and procedures,or caused such disclosure controls and procedures to be designed under mysupervision, to ensure that material information relating to the registrant,including its consolidated subsidiaries, is made known to me by others withinthose entities, particularly during the period in which this report is beingprepared;

 

b) designed such internal control over financialreporting, or caused such internal control over financial reporting to bedesigned under our supervision, to provide reasonable assurance regarding thereliability of financial reporting and the preparation of financial statementsfor external purposes in accordance with generally accepted accountingprinciples;

 

c) evaluated the effectiveness of the registrant’sdisclosure controls and procedures and presented in this report my conclusionsabout the effectiveness of the disclosure controls and procedures, as of theend 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

 

5.                                       Ihave disclosed, based on my most recent evaluation of internal control overfinancial reporting, to the registrant’s auditors and the audit committee ofthe registrant’s board of directors (or persons performing the equivalentfunctions):

 

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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, that involvesmanagement or other employees who have a significant role in the registrant’sinternal control over financial reporting.

 

 
| Date:                                   | November 14, 2008 |   |
|-----------------------------------------|-----------------------------|--------|
|                                    |                        |
|                                    |                        |
| /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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