**EXHIBIT 31.2**

 

CERTIFICATION OF CHIEFFINANCIAL OFFICER

 

I,Raghavan Rajaji, Senior Vice President and Chief Financial Officer of InternetSecurity Systems, Inc., certify that:

 

1.I have reviewed this quarterly report on Form 10-Q of Internet SecuritySystems, Inc. (the “Registrant”);

 

2.Based on my knowledge, this quarterly report does not contain any untruestatement of a material fact or omit to state a material fact necessary to makethe statements made, in light of the circumstances under which such statementswere made, not misleading with respect to the period covered by this quarterlyreport;

 

3.Based on my knowledge, the financial statements, and other financialinformation included in this quarterly report, fairly present in all materialrespects the financial condition, results of operations and cash flows of theRegistrant as of, and for, the periods presented in this quarterly report;

 

4.Registrant’s other certifying officer and I am responsible for establishing andmaintaining disclosure controls and procedures (as defined in Exchange ActRules 13a-15(e) and 15d-15(e)) and internal control over financialreporting (as defined in Exchange Act Rules 13a-15(f) and15d-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 oursupervision, to ensure that material information relating to the Registrant,including its consolidated subsidiaries, is made known to us by others withinthose entities, particularly during the period in which this quarterly reportis being prepared;b.                         designed such internal control over financial reporting, or caused suchinternal control over financial reporting to be designed under our supervision,to provide reasonable assurance regarding the reliability of financialreporting and the preparation of financial statements for external purposes inaccordance with generally accepted accounting principles;c.                          evaluated the effectiveness of the Registrant’s disclosure controls andprocedures and presented in this quarterly report our conclusions about theeffectiveness of the disclosure controls and procedures, as of the end of theperiod covered by this quarterly report based on such evaluation; andd.                         disclosed in this quarterly report any change in the Registrant’sinternal control over financial reporting that occurred during Registrant’sfirst quarter of fiscal 2006 that has materially affected, or is reasonablylikely to materially affect, the Registrant’s internal control over financialreporting; and

 

5.The Registrant’s other certifying officer and I have disclosed, based on ourmost recent evaluation of internal control over financial reporting, toRegistrant’s auditors and the audit committee of the Registrant’s board ofdirectors (or persons performing the equivalent functions):

 

a.                          all significant deficiencies and materialweaknesses in the design or operation of internal control over financialreporting which are reasonably likely to adversely affect the Registrant’sability to record, process, summarize and report financial information; andb.                         any fraud, whether or not material, that involves management or otheremployees who have a significant role in Registrant’s internal control overfinancial reporting.

 
|         | /s/  RAGHAVAN RAJAJI                              |   |
|--------------|---------------------------------------------------|--------|
|         | Raghavan  Rajaji                                  |
|         | Senior  Vice President Finance and Administration |
|         | and  Chief Financial Officer                      |
|         |                                              |
| May  5, 2006 |                                              |

 

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