**Exhibit 31.2**

**DG FASTCHANNEL,INC. AND SUBSIDIARIES**

**CERTIFICATIONPURSUANT TO RULE 13a-14(a)/15d-14(a)**

I, Omar A.Choucair, certify that:

1.     I have reviewed this Amendment No. 2 on Form 10-K/A tothe annual report on Form 10-K of DG FastChannel, Inc.

2.     Based onmy knowledge, this report does not contain any untrue statement of a materialfact or omit to state a material fact necessary to make the statements made, inlight of the circumstances under which such statements were made, notmisleading with respect to the period covered by this report;

3.     Based onmy knowledge, the financial statements, and other financial informationincluded in this report, fairly present in all material respects the financialcondition, results of operations and cash flows of the registrant as of, andfor, the periods presented in this report;

4.     Theregistrant’s other certifying officer(s) and I are responsible for establishingand maintaining disclosure controls and procedures (as defined in Exchange ActRules 13a-15(e) and 15d-15(e)) and internal control over financialreporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f) for the registrantand have:

(a)    Designedsuch disclosure controls and procedures, or caused such disclosure controls andprocedures to be designed under our supervision, to ensure that materialinformation relating to the registrant, including its consolidatedsubsidiaries, is made known to us by others within those entities, particularlyduring the period in which this report is being prepared;

(b)   Designedsuch internal control over financial reporting, or caused such internal controlover financial reporting to be designed under our supervision, to providereasonable assurance regarding the reliability of financial reporting and thepreparation of financial statements for external purposes in accordance withgenerally accepted accounting principles;

(c)    Evaluatedthe effectiveness of the registrant’s disclosure controls and procedures andpresented in this report our conclusions about the effectiveness of thedisclosure controls and procedures, as of the end of the period covered by thisreport based on such evaluation; and

(d)   Disclosedin this report any change in the registrant’s internal control over financialreporting that occurred during the registrant’s most recent fiscal quarter (theRegistrant’s fourth fiscal quarter in the case of an annual report) that hasmaterially affected, or is reasonably likely to materially affect, the registrant’sinternal control over financial reporting; and

5.     The registrant’s other certifying officer and I have disclosed,based on our most recent evaluation of internal control over financialreporting, to the Registrant’s auditors and the audit committee of the registrant’sboard of directors (or persons performing the equivalent functions):

(a)    Allsignificant deficiencies and material weaknesses in the design or operation ofinternal control over financial reporting which are reasonably likely toadversely affect the registrant’s ability to record, process, summarize andreport financial information; and

(b)   Any fraud, whether or not material, thatinvolves management or other employees who have a significant role in the registrant’sinternal control over financial reporting.
| Date: November 27, 2007 | * * | /s/ OMAR A.  CHOUCAIR     |
|-------------------------|----------|---------------------------|
|                    |     | Omar A. Choucair          |
|                    | * * | *Chief Financial Officer* |

 

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