**Exhibit 31.2**

 

**SARBANES-OXLEY SECTION 302(a) CERTIFICATION**

 

I, Lisa K. Peterson,****certify that:

 

1.                                       I have reviewed this quarterly**report on Form 10-Q of Carreker Corporation;

 

2.                                       Based on my knowledge, this reportdoes not contain any untrue statement of a material fact or omit to state amaterial fact necessary to make the statements made, in light of thecircumstances under which such statements were made, not misleading withrespect to the period covered by this report;

 

3.                                       Based on my knowledge, the financialstatements, and other financial information included in this report, fairlypresent in all material respects the financial condition, results of operationsand cash flows of the registrant as of, and for, the periods presented in thisreport;

 

4.                                       The registrant’s other certifyingofficer and I are responsible for establishing and maintaining disclosurecontrols and procedures (as defined in Exchange Act Rules 13a-15(e) and15d-15(e)) and internal 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 andprocedures, or caused such disclosure controls and procedures to be designedunder our supervision, to ensure that material information relating to theregistrant, including its consolidated subsidiaries, is made known to us byothers within those entities, particularly during the period in which thisreport is being prepared;

 

b)                                     Designed such internal control over financial reporting, or causedsuch internal control over financial reporting to be designed under oursupervision, to provide reasonable assurance regarding the reliability offinancial reporting and the preparation of financial statements for externalpurposes in accordance with generally accepted accounting principles;

 

c)                                      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

 

d)                                     Disclosed in this report any change inthe registrant’s internal control over financial reporting that occurred duringthe registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarterin the case of an annual report) that has materially affected, or is reasonablylikely to materially affect, the registrant’s internal control over financialreporting.

 

5.                                       The registrant’s other certifyingofficer and I have disclosed, based on our most recent evaluation of internalcontrol over financial reporting, to the registrant’s auditors and the auditcommittee of the registrant’s board of directors (or persons performing theequivalent functions):

 

a)                                      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

 

b)                                     Any fraud, whether or not material,that involves management or other employees who have a significant role in theregistrant’s internal control over financial reporting.

 

 
| Date:  | September 8,  2005                                                                                               |   |
|--------|-----------------------------------------------------------------------------------------------------------------------|--------|
|   |
|   |                                                                                                                  |   |
| By:    |                 /s/  Lisa K. Peterson |   |
|   | Lisa K. Peterson                                                                                                      |   |
|   | Chief  Financial Officer                                                                                              |   |
|        |                                                                                                                       |        |  |  |

 

1

----