EXHIBIT 31.2

                  CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER
                      PURSUANT TO RULES 13a-14 AND 15d-14
                     OF THE SECURITIES EXCHANGE ACT OF 1934

I, James Toll, Chief Financial Officer of National Lampoon, Inc. (the
"Company"), certify that:

      I have reviewed this quarterly report on Form 10-QSB of National Lampoon,
Inc.

      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 quarterly
report.

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

      The Company's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the Company and have:

      (d)   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
            Company, including its consolidated subsidiaries, is made known to
            us by others within those entities, particularly during the period
            in which the periodic report is being prepared;

      (e)   evaluated the effectiveness of the Company'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 quarterly report based on such
            evaluation; and

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

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

      (i) all significant deficiencies in the design or operation of internal
      control over financial reporting which are reasonably likely to adversely
      affect the Company's ability to record, process, summarize and report
      financial information; and

      (ii) any fraud, whether or not material, that involves management or other
      employees who have a significant role in the Company's internal control
      over financial reporting.



Dated:  June 14, 2004


/s/ James Toll
------------------------------
James Toll
Chief Financial Officer