EXHIBIT 31.2
 Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
  1.
    
    I have reviewed this annual report on Form 10-K of Blackboard 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)) and internal
control over financial reporting (as defined in Exchange Act Rules
13a-15(f) and 15(d)-15(f) 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)
    
    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;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; andd)
    
    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; andb)
    
    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.
 Dated:   February 17, 2010/s/ Michael J. BeachMichael J. BeachChief Financial Officer