**Exhibit 31.1**

 

**Chief Executive Officer Certification**

 

I,Peter H. Jackson, Chairman, Chief Executive Officer and President ofIntraware, 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 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)          The registrant’s other certifying officer(s) and I are responsible forestablishing and maintaining disclosure controls and procedures (as such termis defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for theregistrant 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 control over financialreporting, to the registrant’s auditors and the audit committee of theregistrant’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/  PETER  H. JACKSON                                                                     |              |
| Peter  H. Jackson                                                                                    |
| *Chairman, Chief Executive Officer and President of  Intraware, Inc.  (Principal Executive Officer)* |
|                                                                                                      |                   |        |  |

 

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