EXHIBIT 31.2CERTIFICATIONI, Mitchell Cohen, certify that:1. I have reviewed this quarterly report on Form 10-Q of Asta Funding, Inc.; 2. Based on my knowledge, this report does not contain any untrue statement ofa material fact or omit to state a material fact necessary to make thestatements made, in light of the circumstances under which such statementswere made, not misleading with respect to the period covered by thisreport; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all materialrespects the financial condition, results of operations and cash flows ofthe registrant as of, and for, the periods presented in this report; 4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as definedin Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control overfinancial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d -15(f)) for the registrant and have: (a) Designed such disclosure controls and procedures, or caused suchdisclosure controls and procedures to be designed under oursupervision, to ensure that material information relating to theregistrant, including its consolidated subsidiaries, is made known tous by others within those entities, particularly during the period inwhich this report is being prepared;  (b) Designed such internal control over financial reporting, or causedsuch internal control over financial reporting to be designed underour supervision, to provide reasonable assurance regarding thereliability of financial reporting and the preparation of financialstatements for external purposes in accordance with generallyaccepted accounting principles;  (c) Evaluated the effectiveness of the registrant’s disclosure controlsand procedures and presented in this report our conclusions about theeffectiveness of the disclosure controls and procedures, as of theend of the period covered by this report based on such evaluation;and  (d) Disclosed in this report any change in the registrant’s internalcontrol over financial reporting that occurred during theregistrant’s most recent fiscal quarter (the registrant’s fourthfiscal quarter in the case of an annual report) that has materiallyaffected, or is reasonably likely to materially affect, theregistrant’s internal control over financial reporting; and5. The registrant’s other certifying officer(s) and I have disclosed, based onour most recent evaluation of internal control over financial reporting, tothe registrant’s auditors and the audit committee of the registrant’s boardof directors (or persons performing the equivalent functions): (a) All significant deficiencies and material weaknesses in the design oroperation of internal control over financial reporting which arereasonably likely to adversely affect the registrant’s ability torecord, process, summarize and report financial information; and  (b) Any fraud, whether or not material, that involves management or otheremployees who have a significant role in the registrant’s internalcontrol over financial reporting.August 9, 2007                                            /s/ Mitchell Cohen   Mitchell Cohen, Chief Financial Officer      A signed original of this written statement required by Section 302 has beenprovided to Asta Funding, Inc. and will be retained by Asta Funding, Inc. andfurnished to the Securities and Exchange Commission or its staff upon request.