<PAGE>

                                                                  EXHIBIT 31 (B)

         CERTIFICATION BY CFO PURSUANT TO SECTION 302 OF SARBANES-OXLEY

                                 CERTIFICATIONS

      I, James Toll, Chief Financial Officer, certify that:

      1.    I have reviewed this annual report on Form 10-Q of National Lampoon,
            Inc.;

      2.    Based on my  knowledge,  this  annual  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 annual report;

      3.    Based on my knowledge, the financial statements, and other financial
            information  included in this annual  report,  fairly present in all
            material  respects the financial  conditions,  results of operations
            and cash  flows  of the  registrant  as of,  and  for,  the  periods
            presented in this annual report.

      4.    The registrant's  other certifying  officer(s) 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 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  annual  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
                  annual report based on such evaluation; and

            d)    Disclosed in this annual report any change in the registrant's
                  internal control over financial reporting that occurred during
                  the  registrant's  fourth 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 controls over financial reporting.


Dated: December 15, 2003

                                          /s/ James Toll
                                          --------------------------------------
                                          James Toll



                                       14