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Exhibit 31.2

SECTION 302 CERTIFICATION

I, Clay M. Whitson, certify that:

1.     I have reviewed
this quarterly report on Form 10-Q of iPayment, Inc.;

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

3.     Based on my
knowledge, the financial statements, and other financial
information included in this report, fairly present in all
material respects the financial condition, results of operations
and cash flows of the registrant as of, and for, the periods
presented in this report;

4.     The
registrants other certifying officer and I are responsible
for establishing and maintaining disclosure controls and
procedures (as defined in Exchange Act Rules 13a-15(e) and
15(d)-15(e)) for the registrant and have:



| |                                                                                                                                                                                                                                                                                                                                                                                                              
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | 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 registrant,
    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 registrant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 registrants internal control over
    financial reporting that occurred during the period covered by
    the quarterly report that has materially affected, or is
    reasonably likely to materially affect, the registrants
    internal control over financial reporting; and                                                                     

5.     The
registrants other certifying officer and I have disclosed,
based on our most recent evaluation of internal control over
financial reporting, to the registrants auditors and the
audit committee of the registrants board of directors (or
persons performing the equivalent functions):



| |                                                                                                                                                                                                                                                                                                     
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | 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 registrant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 registrants
    internal control over financial reporting.                                                                                                       



| |     |                    
| | --- | -------------------
| | By: | /s/ CLAY M. WHITSON

| |                        
| | -----------------------
| |                        
| | Clay M. Whitson        
| | Chief Financial Officer

Date: May 13, 2004


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