Exhibit 31.2


                                  CERTIFICATION


I, William W. Burnham,Acting Chief Financial Officer 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 September 30, 2004.

     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.   I am responsible for establishing and maintaining disclosure controls
          and procedures (as defined in Exchange Act Rules 13a-15 (e) and
          15d-15(e)) for the Company 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.   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: December 10, 2004                        William W. Burnham
                                               Acting Chief Financial Officer

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