Exhibit 31.2



CERTIFICATION OF CHIEF FINANCIAL OFFICER OF PARADYNE NETWORKS, INC.

PURSUANT TO 18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002



I, Patrick M. Murphy, Chief Financial Officer of Paradyne Networks, Inc., certify that:



|1. | I have reviewed this annual report on Form 10-K of Paradyne Networks, Inc.;
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|2. | Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statement made, in light of
the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report;
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|3. | Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition,
results of operations and cash flows of registrant as of, and for, the periods presented in this annual report;
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|4. | The registrants other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14
and 15d-14) for the registrant and have:
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a)
Designed such disclosure controls and procedures 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 annual report is being prepared;



b) Evaluated the
effectiveness of the registrants disclosure controls and procedures as of the date within 90 days prior to the filing date of this annual report (the Evaluation Date); and



c) Presented in this annual report our conclusions about the effectiveness
of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;



|5. | The registrants other certifying officers and I have disclosed, based on our most recent evaluation, to the registrants auditors and the audit committee of the
registrants board of directors (or persons performing the equivalent functions):
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a) All significant deficiencies in the design or operation of internal controls which could adversely affect the registrants ability to record,
process, summarize and report financial data and have identified for the registrants auditors any material weaknesses in internal controls; and



b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrants internal controls;
and



Date: March 11, 2004



By:

Patrick M. MurphyPatrick M. MurphyChief Financial Officer