EXHIBIT 31.1
   1.
    
    I have reviewed this quarterly report of Callidus Software Inc. on Form 10-Q;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 registrant as of, and for,
the periods presented in this report;4.
    
    The registrant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)) and internal control over financial reporting (as
defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and 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 report is being prepared;(b)
    
    Designed such internal control over
financial reporting, or caused such
internal control over financial
reporting to be designed under our
supervision, to provide reasonable
assurance regarding the reliability of
financial reporting and the
preparation of financial statements
for external purposes in according
with generally accepted accounting
principles;(c)
    
    Evaluated the effectiveness of the
registrant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(d)
    
    Disclosed in this report any change in
the registrants internal control over
financial reporting that occurred
during the registrants most recent
fiscal quarter (the registrants
fourth fiscal quarter in the case of
the annual report) 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 I have disclosed, based on our most
recent evaluation of internal control over financial reporting, to the registrants
auditors and the audit committee of the registrants board of directors (or persons
performing the equivalent functions):
 (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 registrant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 registrants internal control
over financial reporting.
  /s/ LESLIE J. STRETCHLeslie J. StretchPresident and Chief Executive Officer




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1.
    
    I have reviewed this quarterly report of Callidus Software Inc. on Form 10-Q;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 registrant as of, and for,
the periods presented in this report;4.
    
    The registrant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)) and internal control over financial reporting (as
defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and 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 report is being prepared;(b)
    
    Designed such internal control over
financial reporting, or caused such
internal control over financial
reporting to be designed under our
supervision, to provide reasonable
assurance regarding the reliability of
financial reporting and the
preparation of financial statements
for external purposes in according
with generally accepted accounting
principles;(c)
    
    Evaluated the effectiveness of the
registrant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(d)
    
    Disclosed in this report any change in
the registrants internal control over
financial reporting that occurred
during the registrants most recent
fiscal quarter (the registrants
fourth fiscal quarter in the case of
the annual report) 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 I have disclosed, based on our most
recent evaluation of internal control over financial reporting, to the registrants
auditors and the audit committee of the registrants board of directors (or persons
performing the equivalent functions):
 (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 registrant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 registrants internal control
over financial reporting.
  /s/ RONALD J. FIORRonald J. FiorChief Financial Officer,
Senior Vice President, Finance and Operations