**Exhibit 31.2**

 

**Chief FinancialOfficer Certification**

 

I, Wendy A.Nieto, Executive Vice President and Chief Financial Officer of Intraware, Inc.,certify that:

 

(1)  Ihave reviewed this report on Form 10-K of Intraware, Inc. (the “registrant”);

 

(2) Based on my knowledge, this report does not contain any untrue statement of amaterial fact or omit to state a material fact necessary to make the statementsmade, in light of the circumstances under which such statements were made, notmisleading with respect to 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 material respectsthe financial condition, results of operations and cash flows of the registrantas of, and for, the periods presented in this report;

 

(4)  Theregistrant’s other certifying officer(s) and I are responsible for establishingand maintaining disclosure controls and procedures (as is defined in ExchangeAct Rules 13a-15(e) and 15d-15(e)) for the registrant andhave:

 

(i)  Designed such disclosure controlsand procedures, or caused such disclosure controls and procedures to bedesigned under our supervision, to ensure that material information relating tothe registrant, including its consolidated subsidiaries, is made known to us byothers within those entities, particularly during the period in which thisreport is being prepared;

 

(ii)  Evaluated the effectiveness of theregistrant’s disclosure controls and procedures and presented in this reportour conclusions about the effectiveness of the disclosure controls andprocedures as of the end of the period covered by this report based on suchevaluation; and

 

(iii)  Disclosed in this report anychange in the registrant’s internal control over financial reporting thatoccurred during the registrant’s most recent fiscal quarter (the registrant’sfourth fiscal quarter in the case of an annual report) that has materiallyaffected, or is reasonably likely to materially affect, the registrant’sinternal control over financial reporting; and

 

(5)  Theregistrant’s other certifying officer(s) and I have disclosed, based on ourmost recent evaluation of internal control over financial reporting, to theregistrant’s auditors and the audit committee of the registrant’s board ofdirectors (or persons performing the equivalent functions):

 

(i)  All significant deficiencies andmaterial weaknesses in the design or operation of internal control overfinancial reporting which are reasonably likely to adversely affect theregistrant’s ability to record, process, summarize and report financialinformation; and

 

(ii)  Any fraud, whether or notmaterial, that involves management or other employees who have a significantrole in the registrant’s internal control over financial reporting.

 

Dated:    April 22, 2005

 
| /s/  WENDY A. NIETO                                                                                   |   |
|-----------------------------------------------------------------------------------------------------------------|--------|
| Wendy A. Nieto                                                                                                  |
| *Executive Vice President and Chief  Financial Officer of  Intraware, Inc.  (Principal Financial Officer)* |

 

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