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CERTIFICATION OF CHIEF FINANCIAL OFFICER
PURSUANT TO SECTION 302
OF THE SARBANES-OXLEY ACT OF 2002

I, Mary Dridi, the Executive Vice President and Chief Financial Officer of
webMethods, Inc., have executed this certification in connection with the
filing with the Securities and Exchange Commission of the Companys Quarterly
Report on Form 10-Q for the period ending December 31, 2002. I hereby certify
that:

1.     I have reviewed this quarterly report on Form 10-Q of webMethods, Inc.;

2.     Based on my knowledge, this quarterly 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 quarterly
report;

3.     Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
issuer as of, and for, the periods presented in this quarterly report;

4.     The issuers other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the issuer, and we have:



| | (a) |  | designed such disclosure controls and procedures to ensure that
material information relating to the issuer, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this quarterly
report is being prepared;
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| | (b) |  | evaluated the effectiveness of the issuers disclosure controls and
procedures as of a date within 90 days prior to the filing date of
this quarterly report (the Evaluation Date); and                                                                                                  
|
| | (c) |  | presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;                                                                                                                    

5.     The issuers other certifying officer and I have disclosed, based on our
most recent evaluation, to the issuers auditors and the audit committee of the
issuers board of directors (or persons fulfilling the equivalent function):



| | (a) |  | all significant deficiencies in the design or operation of internal
controls which could adversely affect the issuers ability to record,
process, summarize and report financial data and have identified for
the issuers auditors any material weaknesses in internal controls;
and
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| | (b) |  | any fraud, whether or not material, that involves management or other
employees who have a significant role in the issuers internal
controls; and                                                                                                                                    

6.     The issuers other certifying officer and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.

Date: February 7, 2003
    
    /s/ MARY DRIDIName:
Title:
    
    Mary Dridi
Chief Financial Officer and
Executive Vice President


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