**Exhibit 31.2**

** **

**CERTIFICATION PURSUANT TO**

**THE SARBANES-OXLEY ACT OF 2002**

 

I,Stephen A. Read, certify that:

 

1.               I have reviewed this quarterlyreport on Form 10-QSB of ClearStory Systems, Inc.;

 

2.               Based on my knowledge, thisquarterly report does not contain any untrue statement of a material fact oromit to state a material fact necessary to make the statements made, in lightof the circumstances under which such statements were made, not misleading withrespect to the period covered by this quarterly report; 

 

3.               Based on my knowledge, the financialstatements, and other financial information included in this quarterly report,fairly present in all material respects the financial condition, results ofoperations and cash flows of the registrant as of, and for, the periodspresented in this quarterly report; 

 

4.               The small business issuer’s othercertifying officer and I are responsible for establishing and maintainingdisclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and15d-15(e)) for the small business issuer and have:

 

a)              Designed such disclosure controls and procedures, orcaused such disclosure controls and procedures to be designed under oursupervision, to ensure that material information relating to the small businessissuer, including its consolidated subsidiaries, is made known to us by otherswithin those entities, particularly during the period in which this quarterlyreport is being prepared;

 

b)             Evaluated the effectiveness of the small businessissuer’s disclosure controls and procedures and presented in this quarterlyreport our conclusions about the effectiveness of the disclosure controls andprocedures, as of the end of the period covered by this quarterly report basedon such evaluation; and

 

c)              Disclosed in this quarterly report any change in thesmall business issuer’s internal control over financial reporting that occurredduring the small business issuer’s most recent fiscal quarter (the smallbusiness issuer’s fourth fiscal quarter in the case of an quarterly report)that has materially affected, or is reasonably likely to materially affect, thesmall business issuer’s internal control over financial reporting; and

 

5.               The small business issuer’s othercertifying officer and I have disclosed, based on our most recent evaluation ofinternal control over financial reporting, to the small business issuer’sauditors and the audit committee of the small business issuer’s board ofdirectors (or persons performing the equivalent functions):

 

a)              All significant deficiencies and material weaknessesin the design or operation of internal control over financial reporting whichare reasonably likely to adversely affect the small business issuer’s abilityto record, process, summarize and report financial information; and

 

b)             Any fraud, whether or not material, that involvesmanagement or other employees who have a significant role in the small businessissuer’s internal control over financial reporting.

 

Dated:November 14,2005

 

 
| /S/ Stephen A.  Read                        |   |
|---------------------------------------------|--------|
| Stephen A. Read                             |
| Vice President  and Chief Financial Officer |

 

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