**EXHIBIT 31.2**

 

#### **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.                                       Ihave reviewed this quarterly report on Form 10-Q of the Company (the “Report”);

 

2.                                       Basedon my knowledge, the Report does not contain any untrue statement of a materialfact or 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.                                       Basedon my knowledge, the financial statements, and other financial informationincluded in the Report, fairly present in all material respects the financialcondition, results of operations and cash flows of the Company as of, and for,the periods presented in the Report;

 

4.                                       TheCompany’s other certifying officer and I are responsible for establishing andmaintaining disclosure 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)                                  Designedsuch disclosure 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)                                 Designedsuch disclosure 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)                                  Evaluatedthe effectiveness 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)                                 Disclosedin the Report any change in the Company’s internal control over financialreporting that occurred during the Company’s most recent fiscal quarter (thequarter ended January 31, 2009) that has materially affected, or isreasonably likely to materially affect, the Company’s internal control overfinancial reporting; and

 

5.                                       TheCompany’s other certifying officer and I have disclosed, based on our mostrecent evaluation of internal control over financial reporting, to the Company’sauditors and to the Audit Committee of the Board of Directors:

 

(a)                                  Allsignificant deficiencies or material weaknesses in the design or operation ofinternal control over financial reporting which are reasonably likely toadversely affect the Company’s ability to record, process, summarize and reportfinancial information; and

 

(b)                                 Anyfraud, whether or not material, that involves management or other employees whohave a significant role in the Company’s internal control over financialreporting.

 
|   | /s/ JAY C. PETERSON     |
|--------|-------------------------|
|   | Jay C. Peterson         |
|   | Chief Financial Officer |
|   | March 13, 2009     |

 

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