Exhibit 31.2



Certification of Chief Financial Officer required pursuant to

Section 302 of the Sarbanes-Oxley Act of 2002



I, Nand
Gangwani, certify that:



1.  I have reviewed this Amendment No.
2 to Annual Report on Form 10-K/A of Roxio, 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 registrant as of, and for, the periods
presented in this report;



4.  The registrant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 registrant 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 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;



b)  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



c)  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 (the registrants fourth fiscal
quarter in the case of an annual report) 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 officers 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 the registrants board of directors (or persons performing the equivalent function):



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 registrant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 registrants internal control over financial reporting.



| |  |                         |  |                                                                                                      
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| |  |                        
| |  | Date: November 12, 2004 |  | /s/    NAND GANGWANI                                                                                 
| |  |                         |  | NAND GANGWANI Vice President and Chief Financial
Officer (Principal Financial and Accounting Officer)