**Exhibit 31.1**

** **

**Chief Executive Officer Certification**

 

I, Peter H. Jackson, Chairman, Chief ExecutiveOfficer and President of Intraware, Inc. certify that:

 

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

 

(2)  Based on myknowledge, this report does not contain any untrue statement of a material factor omit to state a material fact necessary to make the statements made, inlight of the circumstances under which such statements were made, notmisleading with respect to the period covered by this report;

 

(3)  Based on myknowledge, the financial statements, and other financial information includedin this report, fairly present in all material respects the financialcondition, results of operations and cash flows of the registrant as of, andfor, the periods presented in this report;

 

(4)  The registrant’sother certifying officer(s) and I are responsible for establishing andmaintaining disclosure controls 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 causedsuch disclosure controls and procedures to be designed under our supervision,to ensure 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 disclosurecontrols and procedures and presented in this report our conclusions about theeffectiveness of the disclosure controls and procedures as of the end of theperiod covered by this report based on such evaluation; and

 

(iii)  Disclosed in this report any change in the registrant’sinternal control over financial reporting that occurred during the registrant’smost recent fiscal quarter (the registrant’s fourth fiscal quarter in the caseof an annual report) that has materially affected, or is reasonably likely tomaterially affect, the registrant’s internal control over financial reporting;and

 

(5)  The registrant’sother certifying officer(s) and I have disclosed, based on our most recentevaluation of internal control over financial reporting, to the registrant’sauditors and the audit committee of the registrant’s board of directors (orpersons performing the equivalent functions):

 

(i)  All significant deficiencies and material weaknesses in thedesign or operation of internal control over financial reporting which arereasonably likely to adversely affect the registrant’s ability to record,process, summarize and report financial information; and

 

(ii)  Any fraud, whether or not material, that involves managementor other employees who have a significant role in the registrant’s internal controlover financial reporting.

 

Dated:                January 6, 2006

 
| /s/   PETER H. JACKSON                            |   |
|-------------------------------------------------------------|--------|
| Peter H. Jackson                                       |
| *Chairman,   Chief Executive Officer and President of* |
| *Intraware, Inc.*                                      |
| *(Principal Executive Officer)*                             |

 

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