Exhibit
      31.2





Certification
      of Principal Accounting Officer


Pursuant
      to Rule 13a-14(a) or Rule 15d-14(a)


of
      the
      Securities Exchange Act of 1934, as amended





I,
      Stephen Peary, Chief Financial Officer of Firepond, Inc. (the "Company"),
      certify that:





1.
      I have reviewed this Quarterly report on Form 10-QSB of the
      Company;


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 15d-15(e)) for the registrant and I 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)
      designed such internal control over financial reporting, or caused such internal
      control over financial reporting to be designed under my supervision, to provide
      reasonable assurance regarding the reliability of financial reporting and the
      preparation of financial statements for external purposes in accordance with
      generally accepted accounting principles;


c)
      disclosed in this report any change in the registrant's internal control over
      financial reporting that occurred during the period covered by this report
      that
      has materially affected, or is reasonably likely to materially affect, the
      registrant's internal control over financial reporting.


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 registrant's board of directors
      (or persons performing the equivalent function):


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.




**Firepond,
              Inc.**Date:
                November 8,
                2007
            By:
            /s/ Stephen
              PearyStephen
              PearyChief
              Financial Officer