**EXHIBIT 31.2****Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002**I, Michael J. Beach, certify that:1. I have reviewed this quarterly report on Form 10-Q of Blackboard Inc.; 2. Based on my knowledge, this report does not contain any untrue statement ofa material fact or omit to state a material fact necessary to make thestatements made, in light of the circumstances under which such statementswere made, not misleading with respect to the period covered by thisreport; 3. Based on my knowledge, the financial statements, and other financialinformation included in this report, fairly present in all materialrespects the financial condition, results of operations and cash flows ofthe registrant as of, and for, the periods presented in this report; 4. The registrant’s other certifying officer and I are responsible forestablishing and maintaining disclosure controls and procedures (as definedin Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control overfinancial reporting (as defined in Exchange Act Rules 13a-15(f) and15(d)-15(f) for the registrant and have: a) Designed such disclosure controlsand procedures, or caused suchdisclosure controls and proceduresto be designed under oursupervision, to ensure thatmaterial information relating tothe registrant, including itsconsolidated subsidiaries, is madeknown to us by others within thoseentities, particularly during theperiod in which this report isbeing prepared;  b) Designed such internal controlover financial reporting, orcaused such internal control overfinancial reporting to be designedunder our supervision, to providereasonable assurance regarding thereliability of financial reportingand the preparation of financialstatements for external purposesin accordance with generallyaccepted accounting principles;  c) Evaluated the effectiveness of theregistrant’s disclosure controlsand procedures and presented inthis report our conclusions aboutthe effectiveness of thedisclosure controls andprocedures, as of the end of theperiod covered by this reportbased on such evaluation; and  d) Disclosed in this report anychange in the registrant’sinternal control over financialreporting that occurred during theregistrant’s most recent fiscalquarter (the registrant’s fourthfiscal quarter in the case of anannual report) that has materiallyaffected, or is reasonably likelyto materially affect, theregistrant’s internal control overfinancial reporting; and5. The registrant’s other certifying officer and I have disclosed, based onour most recent evaluation of internal control over financial reporting, tothe registrant’s auditors and the audit committee of the registrant’s boardof directors (or persons performing the equivalent functions): a) All significant deficiencies andmaterial weaknesses in the designor operation of internal controlover financial reporting which arereasonably likely to adverselyaffect the registrant’s ability torecord, process, summarize andreport financial information; and  b) Any fraud, whether or notmaterial, that involves managementor other employees who have asignificant role in theregistrant’s internal control overfinancial reporting.     Dated: November 9, 2006           /s/ Michael J. Beach Michael J. Beach    Chief Financial Officer