**Exhibit 31.2**

**CFO CERTIFICATION****PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002**

I, Gene S. Godick, certify that:

|        | 1.                   |        | I have reviewed this annual report on Form 10-K/A of Verticalnet, 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 thestatements 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 thefinancial 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 inExchange 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 materialinformation 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 thedisclosure 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 fourth quarter in2002 that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
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|                                 |  5.   |        | The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, tothe registrant’s auditors and the audit committee of registrant’s board of directors:                                                  |
|                                 |                 |   |                                                                                                                                                                                                                                                                                                      |
|                                 |                 |   | a.                                                                                                                                                                                                                                                                                         | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adverselyaffect 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 financialreporting. |

|   | By:    | **/s/   **GENE S. GODICK**           ** |
|--------|--------|----------------------------------------------------------------------------------------------------------|
|   |   |                                                                                                          |
|   |   | Gene S. Godick                                                                                           |
|   |   | Executive Vice President and Chief Financial Officer                                                     |

Date: November 25, 2003