**Exhibit 31.2**

**CERTIFICATEOF THE CHIEF FINANCIAL OFFICER**

I,the Chief Financial Officer, of Witness Systems, Inc. (the “registrant”),certify that:

1.               I have reviewedthis report on Form 10-K/A of the registrant;

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 financialcondition, results of operations and cash flows of the registrant as of, andfor, the periods 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 ActRules 13a-15(e) and 15d-15(e)) and internal control over financialreporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) forthe registrant and have:

(a)          Designed such disclosurecontrols and procedures, or caused such disclosure controls and procedures tobe designed under our supervision, to ensure that material information relatingto the registrant, including its consolidated subsidiaries, is made known to usby others within those entities, particularly during the period in which thisannual report is being prepared;

(b)         Designed such internalcontrol over financial reporting, or caused such internal control overfinancial reporting to be designed under our supervision, to provide reasonableassurance regarding the reliability of financial reporting and the preparationof financial statements for external purposes in accordance with generallyaccepted accounting principles;

(c)          Evaluated theeffectiveness of the registrant’s disclosures controls and procedures andpresented in this annual report our conclusions about the effectiveness of thedisclosure controls and procedures, as of the end of the period covered by thisreport based on such evaluation; and

(d)         Disclosed in this reportany change in the registrant’s internal control over financial reporting thatoccurred during the registrant’s fourth fiscal quarter that has materiallyaffected, or is reasonably likely to materially affect, the registrant’sinternal control over financial reporting.

5.               The registrant’sother certifying officer and I have disclosed, based on our most recentevaluation of internal control over financial reporting, to the registrant’sauditors and the audit committee of the registrant’s Board of Directors:

(a)          all significantdeficiencies and material weaknesses in the design or operation of internalcontrol over financial reporting which are reasonably likely to adverselyaffect the registrant’s ability to record, process, summarize and reportfinancial information; and

(b)         any fraud, whether or notmaterial, that involves management or other employees who have a significant rolein the registrant’s internal controls over financial reporting.
| Dated:  February  7, 2007 |   |   |     |                       |
|-------------------------------------|--------|--------|----------|----------------------------|
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|                                |   | BY:    |     | /S/ WILLIAM F.  EVANS      |   |
|                                |   |   |     |                       |   |
|                                |   |   |     |                       |   |
|                                |   |   |     | William F. Evans           |   |
| * *                            |   |   | * * | *Chief  Financial Officer* |   |

 

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