**CERTIFICATIONS**

 

**Exhibit 31.2**

            I, Raymond L. Carr,certify that:

1.         Ihave reviewed this annual report on Form 10-K for the year ended December 31,2009, of Investors Heritage Capital Corporation;

2.        Based on my knowledge, this report does not contain any untrue statement of amaterial fact or omit to state a material fact necessary to make the statementsmade, in light of the circumstances under which such statements were made, notmisleading with respect to the period covered by this report;

3.        Based on my knowledge, the financial statements, and other financial informationincluded in this report, fairly present in all material respects the financialcondition, results of operations and cash flows of the registrant as of, andfor, the periods presented in this report;

4.        The registrant's other certifying officer(s) and I are responsible forestablishing and maintaining disclosure controls and procedures (as defined inExchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant, and internalcontrol over financial reporting (as defined in Exchange Act Rules 13a-15(f) and15d-15(f)) for the registrant and have:

           (a)        Designed such disclosure controls and procedures, or caused suchdisclosure controls and procedures to be designed under our supervision, toensure that material information relating to the registrant, including itsconsolidated 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 underour supervision, to provide reasonable assurance regarding the reliability offinancial reporting and the preparation of financial statements for externalpurposes in accordance with general accepted accounting principles;

           (c)        Evaluated the effectiveness of the registrant's disclosure controlsand procedures and presented in this annual report our conclusions about theeffectiveness of the disclosure controls and procedures, as of the end of theperiod covered by this report based on such evaluation; and

           (d)       Disclosed in this report any change in the registrant's internalcontrol over financial reporting that occurred during the registrant's mostrecent fiscal quarter (the registrant's fourth fiscal quarter in the case of anannual report) that has materially affected, or is reasonably likely tomaterially affect, the registrant's internal control over financial reporting;and

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

           (a)        All significant deficiencies and material weaknesses in the design oroperation of internal control over financial reporting which are reasonablylikely 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 otheremployees who have a significant role in the registrant's internal control overfinancial reporting.

 

| Date: March 19, 2010
By: 
/s/ Raymond L. Carr
 
 
Raymond L. Carr 
 
 
Chief Financial Officer - Vice President
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