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




---



##### 



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