EXHIBIT 31

                                  CERTIFICATION

I, John W. Atherton, Jr., certify that:

     1.  I have  reviewed  this Annual  Report on Form 10-QSB for the year ended
         March 31, 2004 of CityFed Financial Corp.;

     2.  Based  on my  knowledge,  this  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 small business  issuer as of, and for, the periods  presented in
         this report;

     4.  The small  business  issuer's  other  certifying  officer(s)  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))
         and internal  control over financial  reporting (as defined in Exchange
         Act Rules  13a-15(f) and 15d-15(f))  for the small business  issuer 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
             small business issuer, 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.  designed such internal control over financial reporting,  or caused
             such internal control over financial reporting to be designed under
             our  supervision,  to provide  reasonable  assurance  regarding the
             reliability of financial reporting and the preparation of financial
             statements  for  external  purposes in  accordance  with  generally
             accepted accounting principles;

         c.  evaluated  the   effectiveness  of  the  small  business   issuer's
             disclosure controls and procedures and presented in this report our
             conclusions 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 the small business  issuer's
             internal control over financial  reporting that occurred during the
             small  business  issuer's  most recent  fiscal  quarter  (the small
             business  issuer's  fourth fiscal  quarter in the case of an annual
             report) that has materially  affected,  or is reasonably  likely to
             materially  affect,  the small business  issuer's  internal control
             over financial reporting; and

     5.  The small  business  issuer's  other  certifying  officer(s) and I have
         disclosed, based on our most recent evaluation of internal control over
         financial  reporting,  to the small business  issuer's auditors and the
         audit  committee of the small business  issuer's board of directors (or
         persons performing the equivalent functions):

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         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 small business  issuer'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 small business
             issuer's internal control over financial reporting.


                                 CITYFED FINANCIAL CORP.

                                     By: /s/ John W. Atherton, Jr.
                                         -------------------------
                                         John W. Atherton, Jr.
                                         President, Chief Executive Officer
                                           and Treasurer (Principal Executive
                                           and Financial Officer)

Date:  June 10, 2004



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