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                                                                    EXHIBIT 31.2


         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-K/A 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)) 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)    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

            c)    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 18, 2003


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



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