**Exhibit 31.2**

 

**Chief Financial OfficerCertification**

 

I, Wendy A. Nieto, Chief Financial Officer andExecutive Vice President of Technology 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 reportdoes not contain any untrue statement of a material fact or omit to state amaterial fact necessary to make the statements made, in light of thecircumstances under which such statements were made, not misleading withrespect to the period covered 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 certifyingofficer(s) and I are responsible for establishing and maintaining disclosurecontrols and procedures (as is defined in Exchange Act Rules 13a-15(e) and15d-15(e)) for the registrant and have:

 

(i) Designed such disclosure controls and procedures, or caused such disclosurecontrols and procedures to be designed under our supervision, to ensure thatmaterial information relating to the registrant, including its consolidatedsubsidiaries, is made known to us by others within those entities, particularlyduring 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 any change in the registrant’s internal control overfinancial reporting that occurred during the registrant’s most recent fiscalquarter (the registrant’s fourth fiscal quarter in the case of an annualreport) that has materially affected, or is reasonably likely to materiallyaffect, the registrant’s internal control over financial reporting; and

 

(5)  The registrant’s other certifyingofficer(s) and I have disclosed, based on our most recent evaluation ofinternal control over financial reporting, to the registrant’s auditors and theaudit committee of the registrant’s board of directors (or persons performingthe equivalent functions):

 

(i) All significant deficiencies and material weaknesses in the design or operationof internal 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 other employeeswho have a significant role in the registrant’s internal control over financialreporting.

 

Dated:    January 14, 2005

 
| /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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