Exhibit 31.1


I, ReiJane Huai, Chief Executive Officer of FalconStor  Software,  Inc., certify
that:

     1.   I have  reviewed  this  quarterly  report on Form  10-Q of  FalconStor
          Software, Inc.;

     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 quarterly 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  officer 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 registrant and we 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)   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  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

              d)   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  (the
                   registrant's  fourth fiscal  quarter in the case of an annual
                   report) 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 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 the
          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 8, 2007                     /s/ Reijane Huai
                                                 -------------------------------
                                                 ReiJane Huai
                                                 Chief Executive Officer
                                                 (principal executive officer)