##### 



Exhibit 31.2


Certification of Chief Financial Officer
Pursuant to

Securities Exchange Act Rules 13a-14 and
15d-14


as Adopted Pursuant to


Section 302 of the Sarbanes-Oxley Act of
2002


I, Robert W. Gilbert, Vice President of Finance,
acting and performing as the principal financial officer of
Indus International, Inc., certify that:

1. I have reviewed this annual report on
Form 10-K of Indus International, 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 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-14 and 15d-14) 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
    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 the disclosure 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 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 control over financial reporting, to the
registrants auditors and that the audit committee of the
registrants board of directors (or persons performing the
equivalent functions):



| |                                                                                                                                                                                                                                                                       
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (a) All significant deficiencies in the
    design or operation of internal controls over financial
    reporting which are reasonably likely to adversely affect 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 controls over financial
    reporting.                                                                           



| |     |                      
| | --- | ---------------------
| | By: | /s/ ROBERT W. GILBERT

| |                                                               
| | --------------------------------------------------------------
| |                                                               
| | Robert W. Gilbert                                             
| | Vice President of Finance                                     
| | (Acting and Performing as the Principal
    Financial Officer)

Date: June 14, 2004



---



##### 



Certification of Chief Financial Officer
Pursuant to

Securities Exchange Act Rules 13a-14 and
15d-14


as Adopted Pursuant to


Section 302 of the Sarbanes-Oxley Act of
2002


I, Richard Weber, Vice President and Controller,
acting and performing as the principal accounting officer of
Indus International, Inc., certify that:

1. I have reviewed this annual report on
Form 10-K of Indus International, 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 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-14 and 15d-14) 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
    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 the disclosure 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 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 control over financial reporting, to the
registrants auditors and that the audit committee of the
registrants board of directors (or persons performing the
equivalent functions):



| |                                                                                                                                                                                                                                                                       
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (a) All significant deficiencies in the
    design or operation of internal controls over financial
    reporting which are reasonably likely to adversely affect 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 controls over financial
    reporting.                                                                           



| |     |                  
| | --- | -----------------
| | By: | /s/ RICHARD WEBER

| |                                                                
| | ---------------------------------------------------------------
| |                                                                
| | Richard Weber                                                  
| | Vice President and Controller                                  
| | (Acting and Performing as the Principal
    Accounting Officer)

Date: June 14, 2004