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EXHIBIT 31.2

CERTIFICATION

I, Gregg A. Waldon, Executive Vice President,
Chief Financial Officer, Secretary and Treasurer, certify that:

1. I have reviewed this annual report on
Form 10-K of Stellent, 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 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) for the Company and we have:



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
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| | (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) 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                                                                                                                                                             
|
| | (c) disclosed in this report any change in
    the Companys internal control over financial reporting (as
    defined in Exchange Act Rules 13a-15(f) and 15d-15(f) 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.

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):



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| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (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.                                                                                                   



| |                          
| | -------------------------
| | /s/ GREGG A. WALDON      
| |                          
| | Gregg A. Waldon          
| | Executive Vice President,
| | Chief Financial Officer, 
| | Secretary and Treasurer  

Date: June 14, 2004