**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 controlsand procedures, or caused such disclosure controls and procedures to bedesigned under our supervision, to ensure that material information relating tothe small business issuer, including its consolidated subsidiaries, is madeknown to us by others within those entities, particularly during the period inwhich this quarterly report is being prepared;

 

b)    Evaluated the effectiveness of thesmall business issuer’s disclosure controls and procedures and presented inthis quarterly report our conclusions about the effectiveness of the disclosurecontrols and procedures, as of the end of the period covered by this quarterlyreport based on such evaluation; and

 

c)     Disclosed in this quarterly reportany change in the small business issuer’s internal control over financialreporting that occurred during the small business issuer’s most recent fiscalquarter (the small business issuer’s fourth fiscal quarter in the case of anquarterly report) that has materially affected, or is reasonably likely tomaterially affect, the small business issuer’s internal control over financialreporting; 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 andmaterial weaknesses in the design or operation of internal control overfinancial reporting which are reasonably likely to adversely affect the smallbusiness issuer’s ability to record, process, summarize and report financialinformation; and

 

b)    Any fraud, whether or not material,that involves management or other employees who have a significant role in thesmall business issuer’s internal control over financial reporting.

 
| Dated: February 10, 2006               |
|---------------------------------------------|
|                                        |
| /S/ Stephen A. Read                         |   |
| Stephen A. Read                             |
| Vice President  and Chief Financial Officer |

 

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