**Exhibit 32.1**

 

**CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,AS ADOPTED PURSUANT TO SECTION 906OF THE SARBANES-OXLEY ACT OF 2002**

 

In connection with theQuarterly Report of Intraware, Inc. (the “Company”) on Form 10-Q forthe period ended November 30, 2003 as filed with the Securities andExchange Commission on the date hereof (the “Form 10-Q”), I Peter H.Jackson, Chairman, Chief Executive Officer and President of the Company,certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-OxleyAct of 2002, that:

 

(1)          The Form 10-Q fully complies with the requirements ofSection 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C.78m or 78o(d)); and

 

(2)          The information contained in the Form 10-Q fairly presents, in allmaterial respects, the financial condition and results of operations of theCompany.

 
| Dated:                                                                                                                 | January  13, 2004 |   |
|------------------------------------------------------------------------------------------------------------------------|-------------------|--------|
|                                                                                                                   |
| /s/  PETER  H. JACKSON                                                                                       |              |
| Peter  H. Jackson*Chairman, Chief Executive Officer and  President of  Intraware, Inc.  (Principal Executive Officer)* |
|                                                                                                                        |                   |        |  |

 

**CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,AS ADOPTED PURSUANT TO SECTION 906OF THE SARBANES-OXLEY ACT OF 2002**

 

In connection with theQuarterly Report of Intraware, Inc. (the “Company”) on Form 10-Q forthe period ended November 30, 2003 as filed with the Securities andExchange Commission on the date hereof (the “Form 10-Q”), I Wendy A.Nieto, Chief Financial Officer and Executive Vice President of Technology andOperations, certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to §906of the Sarbanes-Oxley Act of 2002, that:

 

(1)          The Form 10-Q fully complies with the requirements ofSection 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C.78m or 78o(d)); and

 

(2)          The information contained in the Form 10-Q fairly presents, in allmaterial respects, the financial condition and results of operations of theCompany.

 
| 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 Finance Officer)* |
|                                                                                                                                                      |                   |        |  |

 

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