**Exhibit 31.2**

 

**RULE 13a-14(a)SECTION 302 CERTIFICATION**

 

**CERTIFICATIONS**

** **

I,Luis Buhler, certify that:

 

1.               I have reviewed this Form 10-Q of LatitudeCommunications, Inc.;

 

2.               Based on my knowledge, this report does not contain any untrue statement of a material fact or omit tostate a material fact necessary to make the statements made, in light of thecircumstances under which such statements were made, not misleading withrespect to the period covered by this report;

 

3.               Based on my knowledge, the financial statements, and other financial informationincluded in 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’s other certifying officers and I are responsible for establishing andmaintaining disclosure controls and procedures (as defined in Exchange ActRules 13a-15(e) and 15d-15(e)) for the registrant and 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 theregistrant, including its consolidated subsidiaries, is made known to us byothers within those entities, particularly during the period in which thisreport is being prepared;

 

b)             [Paragraph reserved pursuant to SEC Release33-8238.]

 

c)              evaluated the effectiveness of theregistrant’s disclosure controlsand procedures and presented in this report our conclusions about the effectiveness of the disclosurecontrols and procedures, as of the end of the period covered by thisreport  based on such evaluation; and

 

d)             disclosed in this report any change in theregistrant’s internal controlover financial reporting that occurred during the registrant’s most recentfiscal quarter (the registrant’s fourth fiscal quarter in the case of an annualreport) that has materially affected, or is reasonably likely to materiallyaffect, the registrant’s internal control over financial reporting; and

 

5.               The registrant’s other certifying officersand I have disclosed, based on our most recent evaluation of internal controlover financial reporting, to the registrant’s auditors and the audit committeeof registrant’s board of directors (or persons performing the equivalentfunction):

 

a)              all significant deficiencies and materialweaknesses in the design or operation of internal control over financialreporting 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, thatinvolves management or other employees who have a significant role in theregistrant’s internal control over financial reporting.

 
|                          | **Latitude Communications, Inc.** |
|-------------------------------|-----------------------------------|
|                          |                              |   |
|                          |                              |   |
|                          | **By:**                           | **/s/ LUIS BUHLER** |   |
|                          |                              | Luis Buhler  Chief Financial Officer |
| Date:  November 13, 2003 |                              |   |

 

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