Exhibit 31.2
 CERTIFICATIONS UNDER
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
  1.
    
    I have reviewed this Quarterly Report on Form 10-Q of QAD 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 Registrant as of, and for, the periods
presented in this report;
 4.
    
    The Registrants other certifying officer(s) 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 accordance 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; andd)
    
    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 an 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(s) 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 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/ DANIEL LENDERDaniel LenderChief Financial OfficerQAD Inc.