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EXHIBIT 31.2


CHIEF FINANCIAL OFFICER CERTIFICATION














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| | (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 Company, 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) Evaluated the effectiveness of the Company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                                                                                                   
|
| | (c) Disclosed in this report any change in the
    Companys internal control over financial reporting that
    occurred during the Companys fourth fiscal quarter that
    has materially affected, or is reasonably likely to materially
    affect, the Companys internal control over financial
    reporting; and                                                                               





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| | (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
    Company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
    Companys internal control over financial reporting.                                                                                                       



| |                                                  
| | -------------------------------------------------
| | SAFENET, INC.                                    
|
| | /s/ Kenneth A. Mueller                           
| |                                                  
| | KENNETH A. MUELLER                               
| | Senior Vice President and Chief Financial Officer