CERTIFICATION OF CHIEF FINANCIAL OFFICER PURSUANT TO

                  SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

             AND RULE 13A-14 OF THE SECURITIES EXCHANGE ACT OF 1934

I, James B. Frakes,  Chief Financial  Officer of NTN  Communications,  Inc. (the
"Company") certify that:

1. I have reviewed this quarterly report on Form 10-Q of the Company;

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

4.  The  registrant's  other  certifying  officer  and  I  are  responsible  for
establishing and maintaining  disclosure  controls and procedures (as defined in
Exchange Act Rules 13a-15(e) and 15d-15(f)) for the registrant and have:

o        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 registrant, 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;

o        evaluated the  effectiveness  of the  registrant'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

o        disclosed  in  this  report  any  change  in the  registrant's
         internal control over financial reporting that occurred during
         the   registrant's   most  recent  fiscal   quarter  that  has
         materially  affected,  or is  reasonably  likely to materially
         affect,  the  registrant's  internal  control  over  financial
         reporting; and

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

o        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
         registrant's ability to record, process,  summarize and report
         financial information; and

o        any fraud,  whether or not material,  that involves management
         or  other  employees  who  have  a  significant  role  in  the
         registrant's internal control over financial reporting.

         Dated: August 14, 2003                  /s/ JAMES B. FRAKES
                                                    James B. Frakes,
                                             Chief Financial Officer
                                            NTN Communications, Inc.