**Exhibit 31.2**CERTIFICATION OF CHIEF FINANCIAL OFFICER PURSUANT TOSECTION 302(A) OF THE SARBANES-OXLEY ACT OF 2002I, Erik E. Prusch, certify that:1. I have reviewed this annual report on Form 10-K of Borland Software Corporation; 2. Based on my knowledge, this report does not contain any untruestatement of a material fact or omit to state a material factnecessary to make the statements made, in light of thecircumstances under which such statements were made, not misleadingwith respect to the periods covered by this report; 3. Based on my knowledge, the financial statements, and otherfinancial information included in this report, fairly present inall material respects the financial condition, results ofoperations and cash flows of the registrant as of, and for, theperiods presented in this report; 4. The registrant’s other certifying officer(s) and I are responsiblefor establishing and maintaining disclosure controls and procedures(as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) andinternal control over financial reporting (as defined in ExchangeAct Rules 13a-15(f) and 15d-15(f)) for the registrant and have: a) Designed such disclosure controls and procedures, orcaused such disclosure controls and procedures to bedesigned under our supervision, to ensure that materialinformation relating to the registrant, including itsconsolidated subsidiaries, is made known to us byothers within those entities, particularly during theperiod in which this report is being prepared;  b) Designed such internal control over financialreporting, or caused such internal control overfinancial reporting to be designed under oursupervision, to provide reasonable assurance regardingthe reliability of financial reporting and thepreparation of financial statements for externalpurposes in accordance with generally acceptedaccounting principles;  c) Evaluated the effectiveness of the registrant’sdisclosure controls and procedures and presented inthis report our conclusions about the effectiveness ofthe disclosure controls and procedures, as of the endof the period covered by this report based on suchevaluation; and  d) Disclosed in this report any change in the registrant’sinternal control over financial reporting that occurredduring registrant’s most recent fiscal quarter (theregistrant’s fourth quarter in the case of an annualreport) that has materially affected, or is reasonablylikely to materially affect, the registrant’s internalcontrol over financial reporting; and5. The registrant’s other certifying officer(s) and I have disclosed,based on our most recent evaluation of internal control overfinancial reporting, to the registrant’s auditors and the auditcommittee of registrant’s Board of Directors (or persons performingthe equivalent functions): a) All significant deficiencies and material weaknesses inthe design or operation of internal control overfinancial reporting which are reasonably likely toadversely affect the registrant’s ability to record,process, summarize and report financial information;and  b) Any fraud, whether or not material, that involvesmanagement or other employees who have a significantrole in the registrant’s internal control overfinancial reporting.Date: March 15, 2007         /s/    Erik E. Prusch   Erik E. Prusch   Senior Vice President and Chief Financial Officer