**Exhibit
        31.2**
 
 **CERTIFICATION
        OF PRESIDENT AND**
 **PRINCIPAL
        FINANCIAL OFFICER**
 **PURSUANT
        TO RULES 13a-14 AND 15d-14**
 **OF
        THE SECURITIES EXCHANGE ACT OF 1934**
 
 I,
        Douglas S. Bennett, President and Chief Financial Officer of National Lampoon,
        Inc. (the “Company”), certify that:
 
 I
        have
        reviewed this Form 10-KSB of National Lampoon, Inc. (the “Report”)
 
 Based
        on
        my knowledge, the 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.
 
 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 issuer as of, and for, the periods
        presented in the Report.
 
 The
        Company’s other certifying officers and I am 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:
 
 (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 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;
 
 (b)  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
        annual report based on such evaluation; and
 
 (c)  disclosed
        in this 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
 
 The
        Company’s other certifying officers 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:
                  November 14, 2005
                By:
                /s/ Douglas
                  S. BennettDouglas
                    S. Bennett
                  President and Chief Financial
                    Officer