**EXHIBIT 31.2**

 

I,Michael W. Nelson, certify that:

 

                1.             I have reviewed this quarterly report on Form 10-Qof Click Commerce, Inc.;

 

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

 

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

 

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

 

                                                                a)             Designed such disclosure controls and procedures, orcaused such disclosure controls and procedures to be designed under oursupervision, to ensure that material information relating to the registrant,including its consolidated subsidiaries, is made known to us by others withinthose entities, particularly during the period in which this report is beingprepared;

 

                                                                b)            Evaluated the effectiveness of the registrant’sdisclosure controls and procedures and presented in this report our conclusionsabout the effectiveness of the disclosure controls and procedures, as of theend of the period of this report based on such evaluation; and

 

                                                                c)             Disclosed in this report any change in the registrant’sinternal control over financial reporting that occurred during the registrant’smost recent fiscal quarter that has materially affected, or is reasonablylikely to materially affect, the registrant’s internal control over financialreporting;

 

                5.             The registrant’s other certifying officer and I havedisclosed, based on our most recent evaluation of internal control overfinancial reporting, to the registrant’s auditors and the audit committee ofthe registrant’s board of directors:

 

                                                                a)             All significant deficiencies and material weaknesses inthe design or operation of internal controls over financial reporting which arereasonably 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 involvesmanagement or other employees who have a significant role in the registrant’sinternal control over financial reporting.

 

 

 
| Date:  **November 4, 2003** |   | /s/ Michael W. Nelson                                                       |
|-----------------------------|--------|-----------------------------------------------------------------------------|
|                        |   | Michael W. Nelson

*Vice President, Chief Financial Officer and  Treasurer* |

 

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