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:

     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):

     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:  August 16, 2004                          /s/ Gerald Tucciarone
                                                -------------------------------
                                                Gerald Tucciarone,
                                                Chief Financial Officer and
                                                Treasurer