**CERTIFICATIONS**

 

**Exhibit 31.2**

 

         I, Raymond L. Carr, certify that:

 

1.         Ihave reviewed this quarterly report on Form 10-Q for the quarter endingSeptember 30, 2009 of Investors Heritage Capital Corporation;

 

2.         Basedon my 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, not misleadingwith respect to the period covered by this report;

 

3.         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 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 financial reporting (asdefined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant andhave:

 

            (a)Designed such disclosure controls and procedures, or caused such disclosurecontrols and procedures to be designed under our supervision, to ensure thatmaterial information 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)Designed such internal control over financial reporting, or caused such internalcontrol over financial reporting to be designed under our supervision, toprovide reasonable assurance regarding the reliability of financial reportingand the preparation of financial statements for external purposes in accordancewith generally accepted accounting principles;

 

            (c)Evaluated the effectiveness of the registrant's disclosure controls andprocedures and presented in this report our conclusions about the effectivenessof the disclosure controls and procedures, as of the end of the period coveredby this report based on such evaluation; and

 

            (d)Disclosed in this report any change in the registrant's internal control overfinancial reporting that occurred during the registrant's most recent fiscalquarter (the registrant's fourth fiscal quarter in the case of an annual report)that has materially affected, or is reasonably likely to materially affect, theregistrant's internal control over financial reporting; and

 

5.         Theregistrant's other certifying officer(s) and I have disclosed, based on our mostrecent evaluation of internal control over financial reporting, to theregistrant's auditors and the audit committee of the registrant's board ofdirectors (or persons performing the equivalent functions):

 

            (a)All significant deficiencies and material weaknesses in the design or operationof internal 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, that involves management or other employeeswho have a significant role in the registrant's internal control over financialreporting.

 

 

| Date: November 12, 2009
By: /s/Raymond L. Carr 
Raymond L. Carr 
Vice President - Chief Financial Officer
 

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