EXHIBIT 31.2

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

I, Kenneth Ruotolo, certify that:

               6.   I have reviewed this quarterly report of ANTs software inc.;

               7.   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;

               8.   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 small business
                    issuer as of, and for, the periods presented in this report;

               9.   The small business issuer's other certifying officer(s) 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 small business
                    issuer 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 small business issuer,
                         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 small business
                         issuer'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 small
                         business issuer's internal control over financial
                         reporting that occurred during the small business
                         issuer's most recent fiscal quarter (the small business
                         issuer's fourth fiscal quarter in the case of an annual
                         report) that has materially affected, or is reasonably
                         likely to materially affect, the small business
                         issuer's internal control over financial reporting; and

               10.  The small business issuer's other certifying officer(s) and
                    I have disclosed, based on our most recent evaluation of
                    internal control over financial reporting, to the small
                    business issuer's auditors and the audit committee of the
                    small business issuer'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 small business issuer'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 small business issuer's internal control
                         over financial reporting.

Date: May 17, 2004                    /s/ Kenneth Ruotolo
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                                 Kenneth Ruotolo
                                 Chief Financial Officer and Secretary