**Exhibit 31.2**

 

**Chief Financial Officer Certification**

 

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

 

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

 

(2) Based on my knowledge, this report does not contain any untrue statementof a material fact or omit to state a material fact necessary to make thestatements made, in light of the circumstances under which such statements weremade, not misleading 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 and have:

 

(i) Designed such disclosure controls and procedures, or caused suchdisclosure controls and procedures to be designed under our supervision, toensure that material information relating to the registrant, including itsconsolidated subsidiaries, is made known to us by others within those entities,particularly during the period in which this report is being prepared;

 

 (ii) Evaluated the effectiveness of the registrant’s disclosure controls andprocedures and presented in this report our conclusions about the effectivenessof the disclosure controls and procedures as of the end of the period coveredby this report based on such evaluation; 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)  The registrant’s other certifying officer(s)and I have disclosed, based on our most recent evaluation of internal controlover financial reporting, to the registrant’s auditors and the audit committeeof the registrant’s board of directors (or persons performing the equivalentfunctions):

 

(i)  Allsignificant deficiencies and material weaknesses in the design or operation ofinternal control over financial reporting which are reasonably likely toadversely affect the registrant’s ability to record, process, summarize andreport financial information; and

 

 (ii) Any fraud, whether or not material, that involves management or otheremployees who have a significant role in the registrant’s internal control overfinancial reporting.

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

 

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