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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 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), and
            internal control over financial reporting (as defined in Exchange
            Act Rules 13a-15(f) and 15d-15(f)) 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)  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 annual
              report based on such evaluation; and

          d)  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: November 13, 2003

                                        /s/ James Toll
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                                        James Toll