Exhibit 31.2

CERTIFICATION

I, Fell C. Herdeg, Chief Financial Officer of Trudy
Corporation, (the Company) certify that:

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|1) | I have reviewed this Report on Form 10-Q (the
  Report) of the Company for the three month period ended September 30, 2008.                                                                                                                                                                                     
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|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;
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|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;                        
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|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:                                                                         
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|   | 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;
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|   | 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                                                                                             
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|   | 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.                                                                              
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|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                                                                                                        
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|   | 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.                                                                                                                                                                                                         

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|----------------------- | -----------------------
|                        | /s/ Fell C. Herdeg     
|                        |                        
|Date: November 19, 2008 | Fell C. Herdeg         
|                        | Chief Financial Officer

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