**Exhibit 31.2**

 

**CERTIFICATION**

 

I, Gerald Tucciarone, certify that:

 

2.                                       Ihave reviewed this Form 10-Q of Hauppauge Digital, Inc.;

 

2.                                       Basedon my knowledge, this report does not contain any untrue statement of amaterial fact or omit to state a material fact necessary to make the statementsmade, in light of the circumstances under which such statements were made, notmisleading with respect to the period covered by this report;

 

5.                                       Basedon my 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 issuer as of, and for,the periods presented in this report;

 

6.                                       Theissuer’s other certifying officers and I are responsible for establishing andmaintaining disclosure controls and procedures (as defined in Exchange ActRules 13a-15(e) and 15d-15-(e)) for the issuer and 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 issuer, including its consolidated subsidiaries, ismade known to us by others within those entities, particularly during theperiod in which this report is being prepared;

 

b)                                     Evaluatedthe effectiveness of the issuer’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

 

c)                                      Disclosed in thisreport any change in the issuer’s internal control over financial reportingthat occurred during the issuer’s most recent fiscal quarter (the issuer’sfourth fiscal quarter in the case of an annual report) that has materiallyaffected, or is reasonably likely to materially affect, the issuer’s internalcontrol over financial reporting; and

 

5.                                       Theissuer’s other certifying officer(s) and I have disclosed, based on our mostrecent evaluation of internal control over financial reporting, to the issuer’sauditors and the audit committee of the issuer’s board of directors (or personsperforming the equivalent functions):

 

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

 

b)                                     Anyfraud, whether or not material, that involves management or other employees whohave a significant role in the issuer’s internal control over financialreporting.

 

 
| ***Date: February 14, 2006*** | ***/s/ Gerald Tucciarone*** | *** *** |
|-------------------------------|-----------------------------|--------------|
| *** ***                  | *** ***                |
|                          | Gerald Tucciarone,          |
|                          |                        |
|                          | Chief Financial Officer,    |
|                          |                        |
|                          | Treasurer and Secretary     |

 

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