**Exhibit 31.2**I, Daniel J. Miller, certify that: 1. I have reviewed this quarterly report on Form 10-Q of PlanetOut Inc.;  2. Based on my knowledge, this report does not contain any untruestatement of a material fact or omit to state a material factnecessary to make the statements made, in light of the circumstancesunder which such statements were made, not misleading with respectto the period covered by this report;  3. Based on my knowledge, the financial statements, and other financialinformation included in this report, fairly present in all materialrespects the financial condition, results of operations and cashflows of the registrant as of, and for, the periods presented inthis report;  4. The registrant’s other certifying officer(s) and I are responsiblefor establishing and maintaining disclosure controls and procedures(as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) andinternal control over financial reporting (as defined in ExchangeAct Rules 13a-15(f) and 15d-15(f)) for the registrant and have: (a) Designed such disclosure controls and procedures, or causedsuch disclosure controls and procedures to be designedunder our supervision, to ensure that material informationrelating to the registrant, including its consolidatedsubsidiaries, is made known to us by others within thoseentities, particularly during the period in which thisquarterly report is being prepared;  (b) Designed such internal control over financial reporting, orcaused such internal control over financial reporting to bedesigned under our supervision, to provide reasonableassurance regarding the reliability of financial reportingand the preparation of financial statement for externalpurposes in accordance with generally accepted accountingprinciples;  (c) Evaluated the effectiveness of the registrant’s disclosurecontrols and procedures and presented in this report ourconclusions about the effectiveness of the disclosurecontrols and procedures, as of the end of the periodcovered by this report based on such evaluation; and  (d) Disclosed in this report any change in the registrant’sinternal control over financial reporting that occurredduring the registrant’s most recent fiscal quarter (theregistrant’s fourth fiscal quarter in the case of an annualreport) that has materially affected, or is reasonablylikely to materially affect, the registrant’s internalcontrol over financial reporting; and 5. The registrant’s other certifying officer(s) and I have disclosed,based on our most recent evaluation of internal control over financialreporting, to the registrant’s auditors and the audit committee ofregistrant’s board of directors (or persons performing the equivalentfunctions): (a) All significant deficiencies and material weaknesses in thedesign or operation of internal control over financialreporting which are reasonably likely to adversely affectthe registrant’s ability to record, process, summarize andreport financial information; and  (b) Any fraud, whether or not material, that involvesmanagement or other employees who have a significant rolein the registrant’s internal control over financialreporting.Date: May 10, 2006       /s/ Daniel J. Miller     Daniel J. Miller    Chief Financial Officer