Exhibit 31.2



I, WILLIAM W. BURNHAM, certify that:

1.    I have reviewed this quarterly report on Form 10-QSB of Trudy Corporation
      (the "Registrant");

2.    Based on my knowledge, this quarterly 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 quarterly report;

3.    Based on my knowledge, the financial statements, and other financial
      information included in this quarterly 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
      quarterly report.

4.    I am responsible for establishing and maintaining disclosure controls and
      procedures (as defined in Securities Exchange Act of 1934 ("Exchange Act")
      Rules 13a-14 and 15d-14) for the Registrant and I have:


      (i)   designed such disclosure controls and procedures to ensure that
            material information relating to the Registrant, including its
            consolidated subsidiaries, is made known to me by others within
            those entities, particularly during the period in which this
            quarterly report is being prepared;

      (ii)  evaluated the effectiveness of the Registrant's disclosure controls
            and procedures as of a date within 90 days prior to the filing date
            of this quarterly report (the "Evaluation Date"); and

      (iii) presented in this quarterly report my conclusions about the
            effectiveness of the disclosure controls and procedures based on my
            evaluation as of the Evaluation Date;

5.    I have disclosed, based on my most recent evaluation, to the Registrant's
      auditors and the audit committee of registrant's board of directors:


      (i)   all significant deficiencies in the design or operation of internal
            controls which could adversely affect the Registrant's ability to
            record, process, summarize and report financial data and have
            identified for the Registrant's auditors any material weaknesses in
            internal controls; and

      (ii)  any fraud, whether or not material, that involves management or
            other employees who have a significant role in the Registrant's
            internal controls; and

6.    I have indicated in this quarterly report whether or not there were
      significant changes in internal controls or in other factors that could
      significantly affect internal controls subsequent to the date of our most
      recent evaluation, including any corrective actions with regard to
      significant deficiencies and material weaknesses.


Date:    December 16, 2003

                                              /s/ WILLIAM W. BURNHAM
                                              ----------------------------------
                                              William W. Burnham
                                              Acting Principal Financial Officer

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