**CERTIFICATIONS**

 

**Exhibit 31.1**

 

            I, HarryLee Waterfield II, certify that:

 

1.         I have reviewed this quarterlyreport on Form 10-Q/A for the quarter ending March 31, 2009 of InvestorsHeritage Capital Corporation;

 

2.         Based on my knowledge, thisreport does not contain any untrue statement of a material fact or omit to statea material fact necessary to make the statements made, in light of thecircumstances under which such statements were made, not misleading with respectto the period covered by this report;

 

3.         Based on my knowledge, thefinancial statements, and other financial information included in this report,fairly present in all material respects the financial condition, results ofoperations and cash flows of the registrant as of, and for, the periodspresented in this report;

 

4.         The registrant's othercertifying officer(s) and I are responsible for establishing and maintainingdisclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e)and 15d-15(e)) and internal control over financial reporting (as defined inExchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

 

(a) Designed such disclosure controls andprocedures, or caused such disclosure controls and procedures to be designedunder our supervision, to ensure that material information relating to theregistrant, including its consolidated subsidiaries, is made known to us 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 reporting tobe designed 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 theregistrant's disclosure controls and procedures and presented in this report ourconclusions 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 inthe registrant's internal control over financial reporting that occurred duringthe registrant's most recent fiscal quarter (the registrant's fourth fiscalquarter in the case of an annual report) that has materially affected, or isreasonably likely to materially affect, the registrant's internal control overfinancial reporting; and

 

5.         The registrant's othercertifying officer(s) and I have disclosed, based on our most recent evaluation ofinternal control over financial reporting, to the registrant's auditors and theaudit committee of the registrant's board of directors (or persons performingthe equivalent functions):

 

(a) All significant deficiencies andmaterial weaknesses in the design or operation of internal control overfinancial reporting which are reasonably likely to adversely affect theregistrant's ability to record, process, summarize, and report financialinformation; and

 

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

 

 

| Date: December ___, 2009
By:			/s/Harry Lee Waterfield II 
Harry Lee			Waterfield II 
President
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