**Exhibit 31.2**

**CERTIFICATION**

 

I, Gerald Tucciarone, certify that:

 

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

 

2.                                       Based on my knowledge, this report does notcontain any untrue statement of a material fact or omit to state a materialfact necessary to make the statements made, in light of the circumstances underwhich such statements were made, not misleading with respect to the periodcovered by this report;

 

3.                                       Based on my knowledge, the financialstatements, and other financial information included in this report, fairlypresent in all material respects the financial condition, results of operationsand cash flows of the issuer as of, and for, the periods presented in thisreport;

 

4.                                       The issuer’s other certifying officers and Iare responsible for establishing and maintaining disclosure controls andprocedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15-(e))for the issuer and have:

 

a)                                      Designed such disclosure controls andprocedures, or caused such disclosure controls and procedures to be designedunder our supervision, to ensure that material information relating to theissuer, including its consolidated subsidiaries, is made known to us by otherswithin those entities, particularly during the period in which this report is beingprepared;

 

b)                                     Evaluated the effectiveness of the issuer’sdisclosure controls and procedures and presented in this report our conclusionsabout the effectiveness of the disclosure controls and procedures, as of theend of the period covered by this report based on such evaluation; and

 

c)                                      Disclosed in this report any change in theissuer’s internal control over financial reporting that occurred during theissuer’s most recent fiscal quarter (the issuer’s fourth fiscal quarter in thecase of an annual report) that has materially affected, or is reasonably likelyto 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 controlover financial reporting, to the issuer’s auditors and the audit committee ofthe issuer’s board of directors (or persons performing the equivalentfunctions):

 

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a)                                      All significant deficiencies and materialweaknesses in the design or operation of internal control over financialreporting which are reasonably likely to adversely affect the issuer’s abilityto record, process, summarize and report financial information; and

 

b)                                     Any fraud, whether or not material, thatinvolves management or other employees who have a significant role in theissuer’s internal control over financial reporting.

 

 
| Date: August 12, 2005 | /s/ Gerald Tucciarone        |
|----------------------------|------------------------------|
|                       | Gerald  Tucciarone,          |
|                       | Chief  Financial Officer and |
|                       | Treasurer                    |

 

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