Exhibit 31.2

**CERTIFICATION**

I, M.Brinkley Morse, certify that:

*          *1. I have reviewed this quarterly report on Form 10-Q/A of Quest 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 tomake 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 thefinancial 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 inExchange 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, ismade known to us by others within those entities, particularly during the period in which this report is being prepared;

                    (b) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presentedin 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

                    (c) Disclosed in this report any change in the registrant’s internal control over financialreporting  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, theregistrant’s internal control over financial reporting; and

*          *5. The registrant’s other certifying officer and I havedisclosed, 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 equivalentfunctions):

                    (a) All significant deficiencies and material weaknesses in thedesign 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 information; and

                    (b) Any fraud, whether or not material, that involves management or other employees who have a significantrole in the registrant’s internal control over financial reporting.

| Date: August 14, 2003 | /s/ M. BRINKLEY MORSE                                                   |   |
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|                  |                                                                         |   |
|                  | **M. Brinkley Morse,**                                                  |   |
|                  | **Vice President, Finance and Operations and  Chief Financial Officer** |   |