EXHIBIT 31.1

                                            CERTIFICATION

I, Joel M. Greenblatt, certify that:

         1. I have  reviewed  this  quarterly  report  on Form  10-QSB  of The St.  Lawrence  Seaway
Corporation;

         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 registrant as of, and for, the periods presented in this report;

         4. The registrant's  other  certifying  officers 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)) for the registrant 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 registrant,  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) evaluated the effectiveness of the registrant'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

               c)  disclosed  in this report any change in the  registrant's  internal  control over
financial  reporting  that occurred  during the  registrant's  most recent  fiscal  quarter that has
materially affected, or is reasonably likely to materially affect, the registrant's internal control
over financial reporting; and

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

               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
registrant'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 registrant's internal control over financial reporting.



Date:  August 12, 2004


/s/  Joel M. Greenblatt
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Joel M. Greenblatt
Chairman of the Board