##### 



Exhibit 31.2

CERTIFICATION OF CHIEF FINANCIAL OFFICER PURSUANT TO SECURITIES
EXCHANGE ACT RULES 13a-15(e) and 15d-15 (e) AS ADOPTED PURSUANT TO SECTION 302
OF THE SARBANES-OXLEY ACT OF 2002



|I, Michael Shahbazian, the Chief Financial Officer of Niku Corporation, certify
that:
|-------------------------------------------------------------------------------------
|                                                                                     
|1.                                                                                   
|                                                                                     
|2.                                                                                   
|                                                                                     
|3.                                                                                   
|                                                                                     
|4.                                                                                   



| | (a) |  | Designed such disclosure controls and procedures, or caused
such disclosure controls and procedures to be designed under our
supervision, to ensure that material information relating to the
registrant, including its consolidated subsidiaries, is made known
to us by others within those entities, particularly during the
period in which this report is being prepared;
| | --- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | (b) |  | [Paragraph reserved pursuant to SEC Release 33-8238.]                                                                                                                                                                                                                                                                                                                         
|
| | (c) |  | Evaluated the effectiveness of the registrants disclosure
controls and procedures and presented in this report our conclusions
about the effectiveness of the disclosure controls and procedures,
as of the end of the period covered by this report based on such
evaluation; and                                                                                           
|
| | (d) |  | Disclosed in this report any change in the registrants
internal control over financial reporting that occurred during the
registrants most recent fiscal quarter that has materially affected
or is reasonably likely to materially affect, the registrants
internal control over financial reporting; and                                                                 
|

|5. |  | The registrants other certifying officer and I have disclosed, based
on our most recent evaluation of internal control over financial
reporting, to the registrants auditors and to the audit committee of
registrants board of directors (or persons performing the equivalent
function):
|-- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  

| | (a) |  | All significant deficiencies and material weaknesses in the
design or operation of internal control over financial reporting
which are reasonably likely to adversely affect the registrants
ability to record, process, summarize and report financial
information; and
| | --- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | (b) |  | Any fraud, whether or not material, that involves management
or other employees who have a significant role in the registrants
internal control over financial reporting.                                                                                               

|                          |  |     |  |                           
|------------------------- |  | --- |  | --------------------------
|Dated: September 12, 2003 |  | By: |  | /s/ Michael Shahbazian    
|                          |  |     |  |                           
|                          |  |     |  | Michael Shahbazian        
|                          |  |     |  | Chief Financial Officer   
|                          |  |     |  | (Chief Accounting Officer)