## **EXHIBIT 31.2**

## ** **

# **INSWEB CORPORATION**

# ** **

**CERTIFICATIONOF CHIEF FINANCIAL OFFICER**

 

I,William D. Griffin, Chief Financial Officer of InsWeb Corporation, certifythat:

 

(1)                                  I have reviewed this quarterly report on Form 10-Qof InsWeb Corporation;

 

(2)                                  Based on my knowledge, this report does notcontain any untrue statement of a material fact or omit to state a materialfact necessary to make the statements made, in light of the circumstances underwhich such statements were made, not misleading with respect to the periodcovered by this report;

 

(3)                                  Based on my knowledge, the financialstatements, and other financial information included in this report, fairlypresent in all material respects the financial condition, results of operationsand cash flows of the registrant as of, and for, the periods presented in thisreport;

 

(4)                                  The registrant’s other certifying officer andI are responsible for establishing and maintaining disclosure controls andprocedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e),for the registrant and we have:

 

a.           Designed such disclosure controls and procedures, or caused suchdisclosure controls and procedures to be designed under our supervision, toensure that material information relating to the registrant, including its consolidatedsubsidiaries, is made known to us by others within those entities, particularlyduring the period in which this report is being prepared;

 

b.          Evaluated theeffectiveness of the registrant’s disclosure controls and procedures andpresented in this 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

 

c.           Disclosed in this report any change in the registrant’s internalcontrol over financial reporting that occurred during the registrant’s mostrecent fiscal quarter that has materially affected, or is reasonably likely tomaterially affect, the registrant’s internal control over financial reporting.

 

 (5)                               The registrant’s other certifying officer and I have disclosed, basedon our most recent evaluation of internal control over financial reporting, tothe registrant’s auditors and the audit committee of registrant’s board ofdirectors:

 

a.           All significant deficiencies and material weaknesses in the design oroperation of internal control over financial reporting which are reasonablylikely 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 otheremployees who have a significant role in the registrant’s internal control overfinancial reporting.

 

 
| ** **                | **/s/ WILLIAM D. GRIFFIN** | ** ** |
|---------------------------|----------------------------|------------|
| Dated: May 15,  2006 | **William D. Griffin**     |
|                      | Chief Financial Officer    |

 

1

----