Exhibit
        31.1
  **Pursuant
        to Section 302 of the Sarbanes-Oxley Act of 2002**
   I,
        Marc
        W. Eller, certify that:
   1. I
        have
        reviewed this Amendment No. 2 to our annual report on Form 10-K/A for the
        year
        ended December 31, 2004 of Nano-Proprietary, Inc. (“NNPP”);
   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 NNPP as of, and for, the periods
        presented in this report.
   4. NNPP’s
        other
        certifying officers and I are responsible for establishing and maintaining
        disclosure controls and procedures (as defined in the 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 NNPP 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 NNPP, 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
        principle;
  c. Evaluated
        the
        effectiveness of NNPP’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 NNPP’s internal control over financial reporting that
        occurred during NNPP’s most recent fiscal quarter that has materially affected,
        or is reasonably likely to materially affect, NNPP’s internal control over
        financial reporting; and
   5. NNPP’s
        other
        certifying officers and I have disclosed, based on our most recent evaluation
        of
        internal control over financial reporting, to NNPP’s auditors and the audit
        committee of NNPP’s board of directors:
   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 NNPP’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 NNPP’s internal control over financial reporting.
   Date:
        September 7, 2005
   /s/
        Marc
        W. Eller
 Marc
        W.
        Eller, Chairman of the Board
 and
        Chief
        Executive Officer