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OFFICER CERTIFICATION PURSUANT TO SECTION 302(A) OF THE SARBANES-OXLEY ACT OF 2002

I, Michael Peckham, certify that:

1.      I have reviewed this quarterly report on Form 10-Q of NetManage,
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(s) 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 quarterly report is being
prepared;
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| |  |  | 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                                                                                                     
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| |  |  | 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 (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(s) and I have disclosed, based
on our most recent evaluation of internal controls over financial
reporting, to the registrants auditors and the audit
committee of the registrants board of directors (or persons performing the
equivalent function):



| |  |  | 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
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| |  |  | 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.                                                                                               

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|----------------------- |  | ---------------------------------------
|Date: November 13, 2003 |  | /s/ Michael Peckham                    
|                        |  |                                        
|                        |  | Michael Peckham
Chief Financial officer