**EXHIBIT 31.2**

 

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

 

I, Stephen R. Head, certify that:

 

1. I have reviewed this quarterly report on Form 10-Q of InteractiveIntelligence, 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 report, fairly present in all material respectsthe financial condition, results of operations and cash flows of the registrantas of, and for, the periods 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)) for the registrant and have:

 

(a)  Designed such disclosurecontrols and procedures, or caused such disclosure controls and procedures tobe designed under our supervision, to ensure that material information relatingto the registrant, including its consolidated subsidiaries, is made known to usby others within those entities, particularly during the period in which thisreport is being prepared;

 

(b)  Evaluated the effectivenessof the registrant’s disclosure controls and procedures and presented in thisreport our 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 reportany change in the registrant’s internal control over financial reporting thatoccurred during the registrant’s most recent fiscal quarter (the registrant’sfourth fiscal quarter in the case of an annual report) that has materiallyaffected, or is reasonably likely to materially affect, the registrant’sinternal control over financial reporting; and

 

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

 

(a)  All significantdeficiencies and material weaknesses in the design or operation of internalcontrol over financial reporting which are reasonably likely to adverselyaffect the registrant’s ability to record, process, summarize and reportfinancial information; and

 

(b)  Any fraud, whether or notmaterial, that involves management or other employees who have a significant rolein the registrant’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: May 12, 2004                                                                                                                                              |

 

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