**Exhibit 31.1**

 

CERTIFICATIONPURSUANT TO RULE 13A-14(a) OR 15D-14(a) OF THE SECURITIES

 EXCHANGE ACT OF 1934, AS ADOPTED PURSUANT TO SECTION302 OF THE

SARBANES-OXLEY ACTOF 2002

 

I,Robert K. Weiler, certify that:

 

1.       I have reviewedthis quarterly report on Form 10-Q of Phase Forward Incorporated;

 

2.       Based on myknowledge, this report does not contain any untrue statement of a material factor omit to state a material fact necessary to make the statements made, inlight of the circumstances under which such statements were made, notmisleading with respect to the period covered by this report;

 

3.       Based on myknowledge, the financial statements, and other financial information includedin this report, fairly present in all material respects the financial condition,results of operations and cash flows of the registrant as of, and for, theperiods presented in this report;

 

4.       The registrant’sother certifying officer and I are responsible for establishing and maintainingdisclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and15d-15(e)) and internal control over financial reporting (as defined inExchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

 

a.                     designed such disclosure controlsand procedures, or caused such disclosure controls and procedures to bedesigned under our supervision, to ensure that material information relating tothe registrant, including its consolidated subsidiaries, is made known to us byothers within those entities, particularly during the period in which thisreport is being prepared;

 

b.                     designed such internal controlover financial reporting, or caused such internal control over financialreporting to be designed under our supervision, to provide reasonable assuranceregarding the reliability of financial reporting and the preparation offinancial statements for external purposes in accordance with generallyaccepted accounting principles;

 

c.                     evaluated the effectiveness ofthe registrant’s disclosure controls and procedures and presented in thisreport our conclusions about the effectiveness of the disclosure controls andprocedures, as of the end of the period covered by this report based on suchevaluation; and

 

d.                      disclosed in this report any change in theregistrant’s internal control over financial reporting that occurred during theregistrant’s most recent fiscal quarter that has materially affected, or isreasonably likely to materially affect, the registrant’s internal control overfinancial reporting; and

 

5.                     The registrant’s other certifyingofficer and I have disclosed, based on our most recent evaluation of internalcontrol over financial reporting, to the registrant’s auditors and the auditcommittee of registrant’s board of directors (or persons performing theequivalent functions):

 

a.                     all significant deficiencies andmaterial weaknesses in the design or operation of internal control overfinancial reporting which are reasonably likely to adversely affect theregistrant’s ability to record, process, summarize and report financialinformation; and

 

b.                     any fraud, whether or notmaterial, that involves management or other employees who have a significantrole in the registrant’s internal control over financial reporting.

 

Date: November 6, 2009

 
|   | By:    | /s/  ROBERT K. WEILER                                                    |
|--------|--------|--------------------------------------------------------------------------|
|   |   | Robert  K. Weiler

Chief  Executive Officer

Phase  Forward Incorporated |

 

1

----