**Exhibit 31.2**
I, Catherine A. Graham, certify that:
1.  I have reviewed this annual report on Form 10-K of Online Resources Corporation; 2.  Based on my knowledge, this annual 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 the circumstancesunder which such statements were made, not misleading with respect tothe period covered by this annual report; 3.  Based on my knowledge, the financial statements, and other financialinformation included in this annual report, fairly presents in allmaterial respects the financial condition, results of operations andcash flows of the registrant as of, and for, the periods presented inthis annual report; 4.  The registrant’s other certifying officer and I are responsible forestablishing and maintaining disclosure controls and procedures (asdefined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for theregistrant and have:
 a.  Designed such disclosure controls and procedures, or caused suchdisclosure controls and procedures to be designed under oursupervision, to ensure that material information relating to theregistrant, including its consolidated subsidiaries, is made known tous by others within those entities, particularly during the period inwhich this annual report is being prepared;  b.  Evaluated the effectiveness of the registrant’s disclosure controlsand procedures and presented in this report our conclusions about theeffectiveness of the disclosure controls and procedures, as of the endof the period covered by this report based on such evaluation: and  c.  Disclosed in this report any change in the registrant’s internalcontrol over financial reporting that occurred during the registrant’smost recent fiscal quarter that has materially affected or isreasonably likely to materially affect the registrant’s internalcontrol over financial reporting; and  d.  Disclosed in this report any change in the registrant’s internalcontrol over financial reporting that occurred during the registrant’smost recent fiscal quarter (the registrants fourth fiscal quarter inthe case of an annual report) that has materially affected, or isreasonably likely to materially affect, the registrant’s internalcontrol over financial reporting; and
5.  The registrant’s other certifying officer and I have disclosed, basedon our most recent evaluation of internal control over financialreporting, to the registrant’s auditors and the audit committee of theregistrant’s board of directors (or persons performing the equivalentfunctions):
 a.  All significant deficiencies and material weaknesses in the design oroperation of internal control over financial reporting which arereasonably likely to adversely affect the registrant’s ability torecord, process, summarize and report financial information; and  b.  Any fraud, whether or nor material, that involves management or otheremployees who have a significant role in the registrant’s internalcontrol over financial reporting.        Date:  March 15, 2005         By:  /s/ Catherine A. Graham    Catherine A. Graham    Executive Vice President and Chief Financial Officer(Principal Financial Officer)