1.
    
    I have reviewed this annual report on Form 10-K of CCA Industries, Inc.;2.
    
    Based on my knowledge, this 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
report.4.
    
    The Registrants other certifying officer, David Edell, 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 relation 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.
    
    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 report based on such evaluation; andd.
    
    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 affect, the
Registrants internal control over financial reporting; and
 5.
    
    The Registrants other certifying officer, David Edell, and I have disclosed, based on our
most recent evaluation of internal controls over financial reporting, to the Registrants
auditors and the audit committee of the 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;
andb)
    
    Any fraud, whether or not material, that involves management or other employees who
have a significant role in the Registrants internal control over financial reporting.
 Date: February 27, 2009
    /s/ STEPHEN A. HEITStephen A. HeitChief Financial Officer