<PAGE>
                                                                    EXHIBIT 31.2

        CERTIFICATION PURSUANT TO EXCHANGE ACT RULE 13a-14(a)/15d-14(a)
      AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002


I, Andrea Wenholz, certify that:

     1.   I have reviewed this annual report on Form 10-K of Crossroads Systems,
          Inc.;

     2.   Based on my knowledge, this annual report does not contain any untrue
          statement of a material fact or omit to state a material fact
          necessary to make the statements made, in light of the circumstances
          under which such statements were made, not misleading with respect to
          the period covered by this annual report;

     3.   Based on my knowledge, the financial statements, and other financial
          information included in this annual report, fairly present in all
          material respects the financial condition, results of operations and
          cash flows of the registrant as of, and for, the periods presented in
          this annual report;

     4.   The registrant's other certifying officers and I are responsible for
          establishing and maintaining disclosure controls and procedures (as
          defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant
          and have:

               a)  Designed such disclosure controls and procedures, or caused
                   such disclosure controls and procedures to be designed under
                   our supervision, to ensure that material information relating
                   to the registrant, including its consolidated subsidiaries,
                   is made known to us by others within those entities,
                   particularly during the period in which this annual report is
                   being prepared;

               b)  Evaluated the effectiveness of the registrant's disclosure
                   controls and procedures and presented in this annual report
                   our conclusions about the effectiveness of the disclosure
                   controls and procedures, as of the end of the period covered
                   by this annual report based on such evaluation; and

               c)  Disclosed in this report any change in the registrant's
                   internal control over financial reporting that occurred
                   during the registrant's fourth fiscal quarter that has
                   materially affected, or is reasonably likely to materially
                   affect, the registrant's internal control over financial
                   reporting, and

     5.   The registrant's other certifying officers and I have disclosed, based
          on our most recent evaluation, to the registrant's auditors and the
          audit committee of registrant's board of directors (or persons
          fulfilling the equivalent functions):

               a)  All significant deficiencies in the design or operation of
                   internal controls which could adversely affect the
                   registrant's ability to record, process, summarize and report
                   financial data and have identified for the registrant's
                   auditors any material weaknesses in internal controls; and

               b)  Any fraud, whether or not material, that involves management
                   or other employees who have a significant role in the
                   registrant's internal controls.

Date: January 21, 2004


/s/ Andrea Wenholz
-------------------------
Andrea Wenholz
Vice President, Chief Financial
Officer, Secretary and Treasurer
(Principal Accounting Officer)