Exhibit
31.2

CERTIFICATION

I,
Gerald Tucciarone, certify that:

1.       I have
reviewed this Form 10-Q of Hauppauge Digital, Inc.;

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 issuer as of, and for,
the periods presented in this report;

4.       The
issuers other certifying officers 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 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 our
  supervision, to ensure that material information relating to the issuer,
  including its consolidated subsidiaries, is made known to us by others within
  those entities, particularly during the period in which this report is being
  prepared;
| |    |                                                                                                                                                                                                                                                                                                                                                                                     
| | b) | Evaluated the effectiveness of the issuers
  disclosure controls and procedures and presented in this report our
  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 issuers
  internal control over financial reporting that occurred during the issuers
  most recent fiscal quarter (the issuers fourth fiscal quarter in the case of
  an annual report) that has materially affected, or is reasonably likely to
  materially affect, the issuers internal control over financial reporting;
  and   

5.       The
issuers other certifying officer(s) and I have disclosed, based on our most
recent evaluation of internal control over financial reporting, to the issuers
auditors and the audit committee of the issuers board of directors (or persons
performing the equivalent functions):



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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 issuer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 issuers
  internal control over financial reporting.                                                                                                 

|                     |                           
|-------------------- | --------------------------
|Date:
  May 12, 2006 | /s/
  Gerald Tucciarone   
|                     |                           
|                     | Gerald
  Tucciarone,      
|                     | Chief Financial
  Officer,
|                     | Treasurer and
  Secretary 



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