**Exhibit 32.1**

 

**CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,AS ADOPTED PURSUANT TO SECTION 906OF THE SARBANES-OXLEY ACT OF 2002**

 

In connection with theQuarterly Report of Intraware, Inc. (the “Company”) on Form 10-Q forthe period ended May 31, 2004, as filed with the Securities and ExchangeCommission on the date hereof (the “Form 10-K”), I Peter H. Jackson,Chairman, Chief Executive Officer and President of the Company, certify,pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-OxleyAct of 2002, that:

 

(1)    The Form 10-Q fully complies with therequirements of Section 13(a) or 15(d) of the Securities Exchange Act of1934 (15 U.S.C. 78m or 78o(d)); and

 

(2)    The information contained in theForm 10-Q fairly presents, in all material respects, the financialcondition and results of operations of the Company.

 
| Dated:                                                                                                            | July  15, 2004 |   |
|-------------------------------------------------------------------------------------------------------------------|----------------|--------|
|                                                                                                              |
| /s/  PETER  H. JACKSON                                                                                  |           |
| Peter  H. Jackson*Chairman, Chief Executive Officer and  President of Intraware, Inc.  (Chief Executive Officer)* |
|                                                                                                                   |                |        |  |

 

**CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,AS ADOPTED PURSUANT TO SECTION 906OF THE SARBANES-OXLEY ACT OF 2002**

 

Inconnection with the Quarterly Report of Intraware, Inc. (the “Company”) onForm 10-Q for the period ended May 31, 2004, as filed with the Securitiesand Exchange Commission on the date hereof (the “Form 10-K”), I Wendy A.Nieto, Chief Financial Officer and Executive Vice President of Technology andOperations, certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to §906of the Sarbanes-Oxley Act of 2002, that:

 

(1)    The Form 10-Q fully complies with therequirements of Section 13(a) or 15(d) of the Securities Exchange Act of1934 (15 U.S.C. 78m or 78o(d)); and

 

(2)    The information contained in theForm 10-Q fairly presents, in all material respects, the financialcondition and results of operations of the Company.

 
| Dated:                                                                                                                                            | July  15, 2004 |   |
|---------------------------------------------------------------------------------------------------------------------------------------------------|----------------|--------|
|                                                                                                                                              |
| /s/  WENDY  A. NIETO                                                                                                                    |           |
| Wendy  A. Nieto*Chief Financial Officer and Executive Vice  President of Technology and Operations of Intraware, Inc.  (Chief Financial Officer)* |
|                                                                                                                                                   |                |        |  |

 

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