**Exhibit 32.1**
**CERTIFICATIONS**
Ladies and Gentlemen:
     I, Douglas Zaccaro, Chief Financial Officer of the Company, certify that:
     1.   I have reviewed this quarterly report on Form 10-Q of Segue Software,Inc.;
     2.   Based on my knowledge, this report does not contain any untruestatement of a material fact or omit to state a material fact necessary to makethe statements made, in light of the circumstances under which such statementswere made, not misleading with respect to the period covered by this 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 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, or causedsuch disclosure controls and procedures to be designed under oursupervision, to ensure that material information relating to theregistrant, including its consolidated subsidiaries, is made known to usby others within those entities, particularly during the period in whichthis report is being prepared;
     (b) Designed such internal control over financial reporting, orcaused such internal control over financial reporting to be designedunder our supervision, to provide reasonable assurance regarding thereliability of financial reporting and the preparation of financialstatements for external purposes in accordance with generally acceptedaccounting principles;
     (c) Evaluated the effectiveness of the registrant’s disclosurecontrols and procedures and presented in this report our conclusionsabout the effectiveness of the disclosure controls and procedures, as ofthe end of the period covered by this report based on such evaluation;and
     (d) Disclosed in this report any change in the registrant’sinternal control over financial reporting that occurred during theregistrant’s most recent fiscal quarter (the registrant’s fourth fiscalquarter in the case of an annual report) that has materially affected,or is reasonably likely to materially affect, the registrant’s internalcontrol over financial 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 weaknesses in thedesign or operation of internal control over financial reporting whichare reasonably likely to adversely affect the registrant’s ability torecord, process, summarize and report financial information; and
     (b) Any fraud, whether or not material, that involves management orother employees who have a significant role in the registrant’s internalcontrol 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: May 14, 2004 /s/ DOUGLAS ZACCARO   Name:  Douglas Zaccaro   Title:  Chief Financial Officer