**Exhibit 31.2**
**CERTIFICATIONS**
Ladies and Gentlemen:
     I, Douglas Zaccaro, Chief Financial Officer of the Company, hereby certifythat:
     1. I have reviewed this quarterly report on Form 10-Q of Segue Software,Inc.;
     2. Based on my knowledge, this quarterly report does not contain anyuntrue statement of a material fact or omit to state a material fact necessaryto make that statements made, in light of the circumstances under which suchstatements were made, not misleading with respect to the period covered by thisquarterly report;
     3. Based on my knowledge, the financial statements, and other financialinformation included in this quarterly report, fairly present in all materialrespects the financial condition, results of operations and cash flows of theregistrant as of, and for, the period presented in this quarterly report;
     4. The registrant’s other certifying officer and I are responsible forestablishing and maintaining disclosure controls and procedures (as defined inExchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financialreporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for theregistrant and have:
 a) Designed such disclosure controls and procedures, orcaused such internal controls and procedures to be designedunder our supervision, to ensure that material informationrelating to the registrant, including its consolidatedsubsidiaries, is made known to us by others within thoseentities, particularly during the period in which this quarterlyreport is being prepared;  b) Designed such internal control over financialreporting, or caused such internal control over financialreporting to be designed under our supervision, to providereasonable assurance regarding the reliability of financialreporting and the preparation of financial statements forexternal purposes in accordance with generally acceptedaccounting principles;  c) Evaluated the effectiveness of the registrant’sdisclosure controls and procedures and presented in this reportour conclusions about the effectiveness of the disclosurecontrols and procedures, as of the end of the period covered bythis report based upon such evaluation; and  d) Disclosed in this report any change in theregistrant’s internal control over financial reporting thatoccurred during the registrant’s most recent fiscal quarter (theregistrant’s fourth fiscal quarter in the case of an annualreport) that has materially affected, or is reasonably likely tomaterially affect, the registrant’s internal control overfinancial reporting; and
     5. The registrant’s other certifying officer and I have disclosed, basedon our most recent evaluation of internal control over financial reporting, tothe registrant’s auditors and the audit committee of the registrant’s board ofdirectors (or persons performing the equivalent functions):
 a) All significant deficiencies and material weaknessesin the design or operation of internal control over financialreporting which are reasonably likely to adversely affect theregistrant’s ability to record, process, summarize and reportfinancial information; and  b) Any fraud, whether or not material, that involvesmanagement or other employees who have a significant role in theregistrant’s internal control over financial reporting.
     6. The registrant’s other certifying officer and I have indicated in thisquarterly report whether or not there were significant changes in internalcontrols or in other factors that could significantly affect internal controlssubsequent to the date of our most recent evaluation, including any correctiveactions with regard to significant deficiencies and material weaknesses.   Date: August 12, 2004 /s/  DOUGLAS ZACCARO