EXHIBIT 31.2



CERTIFICATIONS PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002



CERTIFICATION



I, Allen M. Adler, Chief Financial Officer of Voxware, Inc., certify that:



1. I have reviewed this Annual Report on Form 10-K as amended by Form 10-K/A Amendment No. 2
of Voxware, 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 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 registrant and 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 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) [Paragraph omitted in accordance with SEC transition instructions contained in SEC Release
34-47986]



c) 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



d) 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 (the registrants fourth fiscal quarter in the case of an annual report) 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 officer 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 the registrants board of directors
(or persons performing the equivalent functions):



a) All significant
deficiencies and material weaknesses in the design or operation of internal control 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 control over financial reporting.



|                      |  |                                          
|--------------------- |  | -----------------------------------------
|                      |  | /s/ Allen M. Adler                       
|Dated: March 26, 2004 |  | Allen M. Adler                           
|                      |  | Chief Financial Officer                  
|                      |  | (Principal Financial                     
|                      |  | Officer and Principal Accounting Officer)