**Exhibit 31.2**

 

 

            I, Raymond L. Carr, certify that:

 

1.         Ihave reviewed this annual report on Form 10-K/A for the year ended December 31,2008, of Investors Heritage Capital Corporation;

 

2.         Based on my knowledge, this report does not contain any untruestatement of a material fact or omit to state a material fact necessary to makethe statements made, in light of the circumstances under which such statementswere made, not misleading with respect to the period covered by this report;

 

3.         Based on my knowledge, thefinancial statements, and other financial information included in this report, fairly present in all materialrespects the financial condition, results of operations and cash flows of theregistrant as of, and for, 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)) and internal control over financialreporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

 

(a) Designedsuch disclosure controls and procedures, or caused such disclosure controls andprocedures to be designed under our supervision, to ensure that materialinformation relating to the registrant, including its consolidated subsidiaries,is made known to us by others within those entities, particularly during theperiod in which this report is being prepared;

 

(b) Designed such internal control over financial reporting, or caused suchinternal control over financial reporting to be designed under our supervision,to provide reasonable assurance regarding the reliability of financial reportingand the preparation of financial statements for external purposes in accordancewith generally accepted accounting principles;

 

(c) Evaluatedthe effectiveness of the registrant's disclosure controls and procedures andpresented in this report our conclusions about the effectiveness of thedisclosure controls and procedures, as of the end of the period covered by thisreport based on such evaluation; and

 

(d) Disclosedin this report any change in the registrant's internal control over financialreporting that occurred during the registrant's most recent fiscal quarter (theregistrant's fourth fiscal quarter in the case of an annual report) thathas materially affected, or is reasonably likely to materially affect, theregistrant'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 financialreporting, to the registrant's auditors and the audit committee of theregistrant's board of directors (or persons performing the equivalent functions):

 

(a) Allsignificant deficiencies and material weaknesses in the design or operation ofinternal control over financial reporting which are reasonably likely toadversely affect the registrant's ability to record, process, summarize, andreport financial information; and

 

(b) Any fraud,whether or not material, that involves management or other employees who have asignificant role in the registrant's internal control over financial reporting.

 

 

| Date:			December ___, 2009
			By:			 /s/ Raymond L. Carr
 
 			Raymond L. Carr
 
 			Chief Financial Officer -- Vice President
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