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                                                                    EXHIBIT 31.2

                                 CERTIFICATIONS

I, Regina O. Sommer, Chief Financial Officer and Treasurer, certify that:

         1. I have reviewed this quarterly report on Form 10-Q of Netegrity,
            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 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)) 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 report is being prepared;

                  b)  [Paragraph omitted in accordance with SEC transition
                      instructions contained in SEC Release 34-47986]

                  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 materially 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 the 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 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: July 28, 2003                   /s/ Regina O. Sommer
                                      __________________________________________
                                      Regina O. Sommer
                                      Chief Financial Officer and
                                      Treasurer (Principal Financial
                                      Officer and Principal Accounting Officer)