**Exhibit 31.2**

** **

**CERTIFICATIONPURSUANT TO**

**SECTION302 OF THE SARBANES-OXLEY ACT OF 2002**

 

I, Michael D. Boyd, certify that:

 
| 1.     |   | I have reviewed this  quarterly report on Form 10-Q of Video Display Corporation;                                                                                                                                                                                                                                        |
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|   |   |                                                                                                                                                                                                                                                                                                                     |
| 2.     |   | Based on my knowledge, this  quarterly 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 quarterly 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)) 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 (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(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 the registrant’s board of directors (or  persons performing the equivalent function):     |
|   |   |                                                                                                                                                                                                                                                                                                                     |
|   |   | 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 controls over financial reporting. |

 
| Date:  | January 30, 2006 |                    | /s/ Michael D. Boyd |   |
|--------|------------------|-------------------------|---------------------|--------|
|   |             | Michael D. Boyd         |
|   |             | Chief Financial Officer |
|        |                  |                         |                     |        |  |

 

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