**EXHIBIT 31.2**

 

**INSWEB CORPORATION**

 

**CERTIFICATION OF 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 quarterly reportdoes not contain any untrue statement of a material fact or omit to state amaterial fact necessary to make the statements made, in light of thecircumstances under which such statements were made, not misleading with respectto the period covered by this quarterly 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 thisquarterly report;

 

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

 

a.               Designed such disclosure controls andprocedures, or caused such disclosure controls and procedures to be designedunder our supervision, 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.              Evaluatedthe effectiveness 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’sinternal control over financial reporting that occurred during the registrant’smost recent fiscal quarter that has materially affected, or is reasonablylikely to materially affect, the registrant’s internal control over financialreporting.

 

(5)                                  The registrant’s other certifying officer andI have disclosed, based on our most recent evaluation of internal control overfinancial reporting, to the registrant’s auditors and the audit committee ofregistrant’s board of directors:

 

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; and

 

b.              Any fraud, whether or not material, thatinvolves management or other employees who have a significant role in theregistrant’s internal control over financial reporting.

 

 
| ** **               | **/s/ WILLIAM D. GRIFFIN** | ** ** |
|--------------------------|---------------------------------|------------|
| Dated: May 10, 2005 | **William D. Griffin**          |
|                     | Chief Financial Officer         |

 

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