**Exhibit 31.2**

 

**Chief Financial Officer Certification**

 

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

 

(1)          I have reviewed this report on Form 10-Qof Intraware, Inc. (the “registrant”);

 

(2)          Based on my knowledge, this report does notcontain any untrue statement of a material fact or omit to state a materialfact necessary to make the statements made, in light of the circumstances underwhich such statements were made, not misleading with respect to the periodcovered 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 certifying officer(s)and I are responsible for establishing and maintaining disclosure controls andprocedures (as such term is defined in Exchange Act Rules 13a-15(e) and15d-15(e)) for the registrant and have:

 

(i)             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;

 

(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 any change in the registrant’s internalcontrol over financial reporting that occurred during the registrant’s mostrecent fiscal quarter (the registrant’s fourth fiscal quarter in the case of anannual report) that has materially affected, or is reasonably likely tomaterially 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 controlover financial reporting, to the registrant’s auditors and the audit committeeof the registrant’s board of directors (or persons fulfilling the equivalentfunction):

 

(i)             All significant deficiencies and materialweaknesses in the design or operation of internal control over financialreporting which are reasonably likely to adversely affect the registrant’sability to record, process, summarize and report 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:                                                                                                                                                 | January  13, 2004 |   |
|--------------------------------------------------------------------------------------------------------------------------------------------------------|-------------------|--------|
|                                                                                                                                                   |
| /s/  WENDY  A. NIETO                                                                                                                         |              |
| Wendy  A. Nieto*Chief Financial Officer and Executive  Vice President of Technology and  Operations of Intraware, Inc.  (Principal Financial Officer)* |
|                                                                                                                                                        |                   |        |  |

 

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