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                                                                    Exhibit 99.2


I, Kenneth A. Minor, certify that:

           1.  I have reviewed this report on Form 10-Q of Sonic Foundry, Inc.;

           2.  Based on my knowledge, this 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 this report;

           3.  Based on my knowledge, the financial statements, and other
               financial information included in this report, fairly present in
               all material respects the financial condition, results of
               operations and cash flows of the registrant as of, and for, the
               periods presented in this report;

           4.  The registrant's other certifying officers and I are responsible
               for establishing and maintaining disclosure controls and
               procedures (as defined in Exchange Act Rules 13a-14 and 15d-14)
               for the registrant and have:

               a) designed such disclosure controls and procedures to ensure
               that material information relating to the registrant, including
               its consolidated subsidiaries, is made known to us by others
               within those entities, particularly during the period in which
               this report is being prepared;

               b) evaluated the effectiveness of the registrant's disclosure
               controls and procedures as of a date within 90 days prior to the
               filing date of this report (the "Evaluation Date"); and

               c) presented in this report our conclusions about the
               effectiveness of the disclosure controls and procedures based on
               our evaluation as of the Evaluation Date;

           5.  The registrant's other certifying officers and I have disclosed,
               based on our most recent evaluation, to the registrant's auditors
               and the audit committee of registrant's board of directors (or
               persons performing the equivalent function):

               a) all significant deficiencies in the design or operation of
               internal controls which could adversely affect the registrant's
               ability to record, process, summarize and report financial data
               and have identified for the registrant's auditors any material
               weaknesses in internal controls; and

               b) any fraud, whether or not material, that involves management
               or other employees who have a significant role in the
               registrant's internal controls; and

           6.  The registrant's other certifying officers and I have indicated
               in this report whether or not there were significant changes in
               internal controls or in other factors that could significantly
               affect internal controls subsequent to the date of our most
               recent evaluation, including any corrective actions with regard
               to significant deficiencies and material weaknesses.

Date: February 14, 2002
                         By:  /s/ Kenneth A. Minor
                            --------------------------------
                         By:    Kenneth A. Minor
                         Title: Chief Financial Officer and Secretary

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