Exhibit 31.2

                                  CERTIFICATION

I, William W. Burnham, Chairman of the Board and Acting Chief Financial Officer
of Trudy Corporation, (the "Company") certify that:


1.   I have reviewed this Report on Form 10-QSB/A (the "Report") of the Company
     for the three month period ended September 30, 2005.


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 Company as of, and for, the periods presented in this Report;

4.   The Company's other certifying officer 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 small business
     issuer and have:

     a)  designed such disclosure controls and procedures, or caused such
         disclosure controls and procedures to be designed under my supervision,
         to ensure that material information relating to the Company, including
         its consolidated subsidiaries, is made known to me by others within
         those entities, particularly during the period in which this Report is
         being prepared;

     b)  evaluated the effectiveness of the Company's disclosure controls and
         procedures and presented in this Report my 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; 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 year that has materially affected, or is reasonably likely to
         materially affect, the Company's internal control over financial
         reporting.

5.   The Company's other certifying officer and I have disclosed, based on the
     most recent evaluation of internal control over financial reporting, to the
     Company's auditors and the audit committee of the Company's board of
     directors:

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     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 Company'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 Company's internal control
         over financial reporting.


                                       /s/ WILLIAM W. BURNHAM
                                       ----------------------------------------
Date: November 14, 2005                William W. Burnham
                                       Chairman of the Board,
                                       Acting Chief Financial Officer


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