**EXHIBIT31.2**

 

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

**PURSUANTTO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002**

 

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

 
|   | 1.     | I have reviewed this quarterly report on Form 10-Q of the  Company (the “Report”);                                                                                                                                                                                                            |
|--------|--------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |   |                                                                                                                                                                                                                                                                                                         |
|   | 2.     | Based on my knowledge, the Report does not contain any untrue  statement of a material fact or omit to state a material fact necessary to  make the statements made, in light of the circumstances under which such  statements were made, not misleading with respect to the period covered by  the Report; |
|   |   |                                                                                                                                                                                                                                                                                                         |
|   | 3.     | Based on my knowledge, the financial statements, and other financial  information included in 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 periods presented in the Report;                        |
|   |   |                                                                                                                                                                                                                                                                                                         |
|   | 4.     | The Company’s other certifying officer and I are responsible for  establishing and maintaining disclosure controls and procedures (as defined  in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the Company and  we have:                                                                   |
|   |   |                                                                                                                                                                                                                                                                                                         |   |
|   |   | (a)                                                                                                                                                                                                                                                                                                          | Designed such disclosure controls and procedures, or caused such  disclosure controls and procedures to be designed under our supervision, to  ensure that material information relating to the Company, including its  consolidated subsidiaries, is made known to us by others within these  entities, particularly during the period in which the Report is being  prepared; |
|   |   |                                                                                                                                                                                                                                                                                                         |   |
|   |   | (b)                                                                                                                                                                                                                                                                                                          | Evaluated the effectiveness of the Company’s disclosure controls and  procedures and presented in the Report our conclusions about the  effectiveness of the disclosure controls and procedures, as of the end of the  period covered by the Report based on such evaluation; and |
|   |   |                                                                                                                                                                                                                                                                                                         |   |
|   |   | (c)                                                                                                                                                                                                                                                                                                          | Disclosed in the Report any change in the Company’s internal control  over financial reporting that occurred during the Company’s most recent  fiscal quarter (the quarter ended April 30, 2008) that has materially  affected, or is reasonably likely to materially affect, the Company’s  internal control over financial reporting; and |
|   |   |                                                                                                                                                                                                                                                                                                         |   |
|   | 5.     | The Company’s other certifying officer and I have disclosed, based on  our most recent evaluation of internal control over financial reporting, to  the Company’s auditors and to the Audit Committee of the Board of Directors:                                                                   |
|   |   |                                                                                                                                                                                                                                                                                                         |   |
|   |   | (a)                                                                                                                                                                                                                                                                                                          | All significant deficiencies or material weaknesses in the design or  operation of internal control over financial reporting which are reasonably  likely to adversely affect the Company’s ability to record, process,  summarize and report financial information; and |
|   |   |                                                                                                                                                                                                                                                                                                         |   |
|   |   | (b)                                                                                                                                                                                                                                                                                                          | Any fraud, whether or not material, that involves management or other  employees who have a significant role in the Company’s internal control over  financial reporting. |

 
|   | /s/ JAY C. PETERSON     |
|--------|-------------------------|
|   | Jay C. Peterson         |
|   | Chief Financial Officer |
|   | June 16, 2008      |

 

----