**EXHIBIT 31.2**

 

**CERTIFICATION PURSUANT TO RULE 13a-14(a)/15d-14(a) OFTHE SECURITIES EXCHANGE ACT OF 1934, AS ADOPTED PURSUANT TO SECTION 302 OFTHE SARBANES-OXLEY ACT OF 2002**

 

I, Stephen R. Head, certifythat:

 

1. I have reviewed this quarterly report on Form 10-Qof Interactive Intelligence, Inc.;

 

2. Based on my knowledge, this report doesnot contain any untrue statement of a material fact or omit to state a materialfact necessary to make the statements made, in light of the circumstances underwhich such statements were made, not misleading with respect to the periodcovered by this report;

 

3. Based on my knowledge, the financialstatements, and other financial information included in this report, fairlypresent in all material respects the financial condition, results of operationsand cash flows of the registrant as of, and for, the periods presented in thisreport;

 

4. The registrant’s other certifying officerand I are responsible for establishing and maintaining disclosure controls andprocedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e))for the registrant and have:

 

(a)  Designed such disclosure controlsand procedures, or caused such disclosure controls and procedures to bedesigned under our supervision, to ensure that material information relating tothe registrant, including its consolidated subsidiaries, is made known to us byothers within those entities, particularly during the period in which thisreport is being prepared;

 

(b)  Evaluated the effectiveness of theregistrant’s disclosure controls and procedures and presented in this reportour conclusions about the effectiveness of the disclosure controls andprocedures, as of the end of the period covered by this report based on suchevaluation; and

 

(c)  Disclosed in this report any changein the registrant’s internal control over financial reporting that occurredduring the registrant’s most recent fiscal quarter (the registrant’s fourthfiscal quarter in the case of an annual report) that has materially affected,or is reasonably likely to materially affect, the registrant’s internal controlover financial reporting; and

 

5. The registrant’s other certifying officerand I have disclosed, based on our most recent evaluation of internal controlover financial reporting, to the registrant’s auditors and the audit committeeof registrant’s board of directors (or persons performing the equivalentfunctions):

 

(a)  All significant deficiencies andmaterial weaknesses in the design or operation of internal control overfinancial reporting which are reasonably likely to adversely affect theregistrant’s ability to record, process, summarize and report financialinformation; and

 

(b)  Any fraud, whether or not material,that involves management or other employees who have a significant role in theregistrant’s internal control over financial reporting.

 

 
| /s/ Stephen R. Head                                                                             |   |
|-------------------------------------------------------------------------------------------------|--------|
| Stephen R. Head                                                                                 |
| Chief Financial Officer, Vice President of  Finance and Administration, Secretary and Treasurer |
| (Principal Financial Officer and Principal  Accounting Officer)                                 |
| Date: August 15, 2005                                                                      |

 

----