**EXHIBIT 31.2**

 

#### **CERTIFICATION OF PERIODIC REPORT**

**PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002**

 

I, the undersigned, Jay C.Peterson, Chief Financial Officer, of Forgent Networks, Inc. (the “Company”),certify, that:

 

1.                                      I have reviewedthis quarterly report on Form 10-Q of the Company (the “Report”);

 

2.                                      Based on myknowledge, the Report does not contain any untrue statement of a material factor omit to state a material fact necessary to make the statements made, inlight of the circumstances under which such statements were made, notmisleading with respect to the periods covered by this Report;

 

3.                                      Based on myknowledge, the financial statements, and other financial information includedin the Report, fairly present in all material respects the financial condition,results of operations and cash flows of the Company as of, and for, the periodspresented in the Report;

 

4.                                      The Company’sother certifying officer and I are responsible for establishing and maintainingdisclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and15d-15(e)) and internal control over financial reporting (as defined inExchange Act Rules 13a-15(f) and 15d-15(f)) for the Company and wehave:

 

(a)                                 Designed suchdisclosure controls and procedures, or caused such disclosure controls andprocedures to be designed under our supervision, to ensure that materialinformation relating to the Company, including its consolidated subsidiaries,is made known to us by others within these entities, particularly during theperiod in which the Report is being prepared;

 

(b)                                Designed suchdisclosure controls and procedures, or caused such disclosure controls andprocedures to be designed under our supervision, to ensure that materialinformation relating to the Company, including its consolidated subsidiaries,is made known to us by others within these entities, particularly during theperiod in which the Report is being prepared;

 

(c)                                 Evaluated theeffectiveness of the Company’s disclosure controls and procedures and presentedin the Report our conclusions about the effectiveness of the disclosurecontrols and procedures, as of the end of the period covered by the Reportbased on such evaluation; and

 

(d)                                Disclosed in the Reportany change in the Company’s internal control over financial reporting thatoccurred during the Company’s most recent fiscal quarter (the quarter ended October 31,2008) that has materially affected, or is reasonably likely to materiallyaffect, the Company’s internal control over financial reporting; and

 

5.                                      The Company’sother certifying officer and I have disclosed, based on our most recentevaluation of internal control over financial reporting, to the Company’sauditors and to the Audit Committee of the Board of Directors:

 

(a)                                 All significant deficienciesor material weaknesses in the design or operation of internal control overfinancial reporting which are reasonably likely to adversely affect the Company’sability to record, process, summarize and report financial information; and

 

(b)                                Any fraud, whether ornot material, that involves management or other employees who have asignificant role in the Company’s internal control over financial reporting.

 
|   | /s/ JAY C.  PETERSON     |
|--------|--------------------------|
|   | Jay C.  Peterson         |
|   | Chief  Financial Officer |
|   | December 15,  2008  |

 

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