Exhibit 31.2



I, Kenneth A. Minor, the CFO and Secretary of Sonic Foundry, Inc., certify that:



| | 1. | I have reviewed this quarterly report on Form 10-Q of Sonic Foundry, Inc.;
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| | 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;
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| | 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;
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| | 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-15(e)
and 15d-15(e)) for the registrant and have:
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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 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 and presented in this report our conclusions about the
effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and



c) Disclosed in this report any change in the registrants internal control over financial reporting that occurred during the registrants most
recent fiscal quarter that has materially affected, or is reasonably likely to materially affect the registrants internal control over financial reporting; and



| | 5. | The registrants other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrants
auditors and the audit committee of registrants board of directors (or persons performing the equivalent function):
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a) All significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably
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 management or other employees who have a significant role in the registrants internal controls
over financial reporting .



Date February 12, 2004



|       |  |                                      
|------ |  | -------------------------------------
|       | 
|By:    |  | /s/    KENNETH A. MINOR              
|       |  |                                      
|By:    |  | Kenneth A. Minor                     
|Title: |  | Chief Financial Officer and Secretary



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