Exhibit
31.2





CERTIFICATION
OF CHIEF FINANCIAL OFFICER


PURSUANT
TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002





I,
Randall J. Frapart, certify that:





1.
            I have reviewed this quarterly
      report on Form 10-Q of US Dataworks,
  Inc.;





2.
            Based on my knowledge, this
      quarterly 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 quarterly
      report;





3.
            Based on my knowledge, the
      financial statements, and other financial information included in this
      quarterly 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 quarterly
      report;





4.
            The registrant’s other certifying
      officer(s) 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)) 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 quarterly report is being prepared;





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





c)
designed such internal control over financial reporting, or caused such internal
control 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.,  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 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
      officer(s) 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
functions):





a) all
significant deficiencies and material weaknesses in the design or operation of
internal control over financial reporting which are reasonably likely to
adversely affect the registrant’s ability to record, process, summarize and
report financial data; 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:
November 16, 2009





/s/ Randall J. FrapartRandall
      J. FrapartChief  Financial
      Officer