EXHIBIT 31.2 CERTIFICATION I, Robert E.
 Feller, certify that:1.
I have reviewed
 this annual report on Form 10-K of Scientific Learning Corporation;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 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 in Exchange
 Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial
 reporting (as defined in Exchange Act Rules 13a-15(f) and 15(d)-15(f) 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) Designed such internal control over financial reporting, or
 caused such internal control over financial reporting to be designed under
 our supervision, to provide reasonable assurance regarding the reliability of
 financial reporting and the preparation of financial statements for external
 purposes in accordance with generally accepted accounting principles.(c)
 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(d) Disclosed in
 this report any change in the registrants internal control over financial
 reporting that occurred during the registrants fourth fiscal quarter of 2008
 that has materially affected, or is reasonably likely to materially affect,
 the registrants internal control over financial reporting; and5.
The
 registrants other certifying officer and I have disclosed, based on our most
 recent evaluation of internal control over financial reporting, to the
 registrants auditors and the audit committee of the registrants board of
 directors (or persons performing the equivalent functions):(a) All
 significant deficiencies and material weaknesses in the design or operation
 of internal control 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 control over
 financial reporting.  Date: March
 5, 2009/s/ Robert
 E. FellerRobert E.
 FellerChief
 Financial Officer