**Exhibit 31.2**

**CERTIFICATION**

I, Caroline Bembry, certify that:

1.                Ihave reviewed this quarterly report on Form 10-Q of OptioSoftware, Inc.; 

2.                Basedon my knowledge, this quarterly 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 statements weremade, not misleading with respect to the period covered by this quarterlyreport; 

3.                Based on myknowledge, the financial statements, and other financial information includedin this quarterly report, fairly present in all material respects the financialcondition, results of operations and cash flows of the registrant as of, andfor, the periods presented in this quarterly report; 

4.                The registrant’sother certifying officer(s) and I are responsible for establishing andmaintaining the disclosure controls and procedures (as defined in Exchange ActRules 13a-15(e) and 15(d)-15(e)) for the registrant andhave: 

                           (a)   Designed such disclosure controls and procedures, or causedsuch disclosure controls and procedures to be designed under our supervision,to ensure that the material information relating to the registrant, includingits consolidated subsidiaries, is made known to us by others within thoseentities, particularly during the period in which this report is beingprepared; and 

                           (b)   intentionallydeleted 

                           (c)   Evaluated the effectiveness of the registrants disclosurecontrols and procedures and presented in this report our conclusions about theeffectiveness of the disclosure controls and procedures, as of the end of theperiod covered by this report based on such evaluation; and 

                           (d)   Disclosed in this report any change in the registrant’sinternal control over financial reporting that occurred during the registrant’smost recent fiscal quarter (the registrant’s fourth fiscal quarter in the caseof an annual report) that has materially affected, or is reasonably likely tomaterially affect, the registrant’s internal control over financial reporting;and 

5.                Theregistrant’s other certifying officer(s) and I have disclosed, based onour most recent evaluation of internal control over financial reporting, to theregistrant’s auditors and the audit committee of registrant’s board ofdirectors (or persons performing the equivalent functions): 

                           (a)   All significant deficiencies and material weaknesses in thedesign or operation of internal control 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 involves managementor other employees who have a significant role in the registrant’s internalcontrol over financial reporting. 

Date: June 14, 2006
|          | /s/ Caroline  Bembry     |
|----------|--------------------------|
| * * | *Caroline  Bembry*       |
|     | Chief Financial  Officer |

 

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