<DOCUMENT>
<TYPE>EX-31
<SEQUENCE>4
<FILENAME>ex31peterson302-10ka.txt
<DESCRIPTION>31.2
<TEXT>
Exhibit 31.2

                        CERTIFICATION OF PERIODIC REPORT
            PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, the  undersigned,  Jay C.  Peterson,  Chief  Financial  Officer,  of  Forgent
Networks, Inc. (the "Company"), certify, that:

    1.  I have  reviewed the Annual Report on Form 10-K/A of the Company for the
        fiscal year ended July 31, 2003 (the "Report");

    2.  Based on my knowledge,  the Report does not contain any untrue statement
        of a material fact or omit to state a material  fact  necessary in order
        to make the statements made, in light of the  circumstances  under which
        such  statements  were made, not misleading  with respect to the periods
        covered by this Report;

    3.  Based on my knowledge,  the financial  statements,  and other  financial
        information  included  in the  Report,  fairly  present in all  material
        respects the financial  condition,  results of operations and cash flows
        of the Company as of, and for, the periods presented in the Report;

    4.  The  Company'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 Company
        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
        Company, including its consolidated subsidiaries, is made known to us by
        others within these  entities,  particularly  during the period in which
        the Report is being  prepared;  (b) evaluated the  effectiveness  of the
        Company's disclosure controls and procedures and presented in the Report
        our conclusions about the  effectiveness of the disclosure  controls and
        procedures,  as of the end of the period  covered by the Report based on
        such  evaluation;  and (c)  disclosed  in the  Report  any change in the
        Company's internal control over financial reporting that occurred during
        the  Company's  most recent  fiscal  quarter (the quarter ended July 31,
        2003)  that  has  materially  affected,   or  is  reasonably  likely  to
        materially   affect,  the  Company's  internal  control  over  financial
        reporting; and

    5.  The Company's other  certifying  officer and I have disclosed,  based on
        our  most  recent   evaluation  of  internal   controls  over  financial
        reporting,  to the Company's  auditors and to the Audit Committee of the
        Board  of  Directors:  (a)  all  significant  deficiencies  or  material
        weaknesses  in  the  design  or  operation  of  internal  controls  over
        financial  reporting which are reasonably likely to adversely affect the
        Company'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
        Company's internal controls.


                                             /s/ JAY C. PETERSON
                                             ----------------------------
                                             Jay C. Peterson
                                             Chief Financial Officer
                                             November 26, 2003




</TEXT>
</DOCUMENT>
