EXHIBIT 31.2

   CERTIFICATION OF CHIEF FINANCIAL OFFICER PURSUANT TO RULE 13a-14(a) OF THE
             SECURITIES EXCHANGE ACT OF 1934, AS AMENDED, AS ADOPTED
            PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Kenneth Ruotolo, Chief Financial Officer and Secretary of ANTs software inc.,
certify that:

     1. I have reviewed this quarterly report on Form 10-Q of ANTs software inc.
(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 Company as of,
and for, the periods presented in this report;

     4.  The  Company'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(e)) and internal  control over financial
reporting  (as defined in Exchange Act Rules  13a-15(f) and  15d-15(f))  for the
Company 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 Company, 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. Designed such internal control over financial reporting, or caused
such internal control over financial  reporting to be designed under our
supervision, to provide reasonable assurance regarding the reliability of
financial reporting and the preparation of financial  statements for external
purposes in accordance with generally accepted accounting principles;

           c. Evaluated the  effectiveness of the Company'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

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

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

           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 Company'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  Company's  internal control
over financial reporting.

Date:  November 10, 2008

                          /s/    Kenneth Ruotolo
                          -----------------------------------------------------
                          Kenneth Ruotolo, Chief Financial Officer and Secretary