**EXHIBIT 31.2****CERTIFICATION OF CHIEF FINANCIAL OFFICER****PURSUANT TO SECTION 302****OF THE SARBANES-OXLEY ACT OF 2002**     I, Mary Dridi, Executive Vice President and Chief FinancialOfficer of webMethods, Inc., have executed this certification inconnection with the filing with the Securities and ExchangeCommission of the registrant’s Amendment No. 1 toForm 10-Q for the three months ended December 31,2003. I certify that:     1. I have reviewed this Amendment No. 1 toForm 10-Q of webMethods, Inc.;     2. Based on my knowledge, this Amendment No. 1 toForm 10-Q does not contain any untrue statement of amaterial fact or omit to state a material fact necessary to makethe statements made, in light of the circumstances under whichsuch statements were made, not misleading with respect to theperiods covered by this Amendment No. 1 to Form 10-Q;     3. Based on my knowledge, the financial statements, andother financial information included in this AmendmentNo. 1 to Form 10-Q, fairly present in all materialrespects the financial condition, results of operations and cashflows of the registrant as of, and for, the periods presented inthis Amendment No. 1 to Form 10-Q;     4. The registrant’s other certifying officer and I areresponsible for establishing and maintaining disclosure controlsand procedures (as defined in Exchange Act Rules 13a-15(e)and 15d-15(e) for the registrant, and we 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 registrant, including its consolidated    subsidiaries, is made known to us by others within those    entities, particularly during the period in which this Amendment    No. 1 to Form 10-Q is being prepared;           (b) evaluated the effectiveness of the registrant’s    disclosure controls and procedures and presented in this    Amendment No. 1 to Form 10-Q our conclusions about the    effectiveness of the disclosure controls and procedures as of    the end of the period covered by this Amendment No. 1 to    Form 10-Q based on such evaluation; and           (c) disclosed in this Amendment No. 1 to    Form 10-Q any change in the registrant’s internal    control over financial reporting that occurred during the    registrant’s most recent fiscal quarter that has materially    affected, or is reasonably likely to materially affect, the    registrant’s internal control over financial    reporting; and     5. The registrant’s other certifying officer and Ihave disclosed, based on our most recent evaluation of internalcontrol over financial reporting, to the registrant’sauditors and the audit committee of the registrant’s boardof directors (or persons fulfilling the equivalent function):          (a) all significant deficiencies in the design or operation    of internal controls which could adversely affect the    registrant’s ability to record, process, summarize and    report financial information data; and           (b) any fraud, whether or not material, that involves    management or other employees who have a significant role in the    registrant’s internal control over financial reporting.     /s/ Mary Dridi       Name: Mary Dridi Title:     Executive Vice President and     Chief Financial OfficerDate: February 14, 2005