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                                                                    Exhibit 31.2

I, James Weber,  Chief Financial Officer of FalconStor  Software,  Inc., certify
that:

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

      2.    Based on my  knowledge,  this  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 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 report;

      4.    The registrant's  other certifying officer and I are responsible for
            establishing and maintaining  disclosure controls and procedures (as
            defined in Exchange Act Rules  13a-15(e) and 15d-15(e)) and internal
            control over  financial  reporting (as defined in Exchange Act Rules
            13a-15(f) and 15d-15(f)) for the registrant and we 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 report is being prepared;

            b)   designed such internal  controls over financial  reporting,  or
                 cause such  internal  controls over  financial  reporting to be
                 designed under our supervision, to provide reasonable assurance
                 regarding  the  reliability  of  financial  reporting  and  the
                 preparation of financial  statements  for external  purposes in
                 accordance with generally accepted accounting principles;

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

            d)   disclosed  in  this  report  any  change  in  the  registrant's
                 internal control over financial  reporting that occurred during
                 the registrant's  most recent fiscal quarter (the  registrant's
                 fourth fiscal quarter in the case of an annual report) that has
                 materially  affected,  or is reasonably  likely to affect,  the
                 registrant's internal control over financial reporting; and

      5.    The  registrant's  other  certifying  officer and I have  disclosed,
            based  on our  most  recent  evaluation  of  internal  control  over
            financial  reporting,  to the  registrant's  auditors  and the audit
            committee of registrant's  board of directors (or persons performing
            the equivalent function):

            a)   all  significant  deficiencies  and material  weaknesses in the
                 design  or  operation  of  internal   control  over   financial
                 reporting   which  are   reasonably   likely   to  affect   the
                 registrant's ability to record,  process,  summarize and report
                 financial data and information; and

            b)   any fraud, whether or not material, that involves management or
                 other employees who have a significant role in the registrant's
                 internal control over financial reporting.

Date: March 16, 2005                     /s/  James Weber
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                                         James Weber
                                         Chief Financial Officer
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