Exhibit 31.2



                                  CERTIFICATION


I, William W. Burnham, Chairman of the Board of Trudy Corporation, (the
"Company") certify that:

     1.   I have reviewed this Report on Form 10-QSB (the "Report") of the
          Company for the three month period ended June 30, 2006.

     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:

               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: August 17, 2006                                  William W. Burnham
                                                       Chairman of the Board

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