FalconStor Software (FALC) 10-Q 2003 Q1 Quarterly report

                                                                    Exhibit 99.2


                    CERTIFICATION OF CHIEF FINANCIAL OFFICER

  Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C.ss.1350)


            Pursuant  to  Section  906 of the  Sarbanes-Oxely  Act of  2002  (18
U.S.C.ss.1350),  the  undersigned,  Jacob  Ferng,  Chief  Financial  Officer  of
FalconStor Software,  Inc., a Delaware Corporation (the "Company"),  does hereby
certify, to his knowledge, that:

            The  Quarterly  Report on Form 10-Q for the Quarter  ended March 31,
2003 of the Company (the  "Report")  fully  complies  with the  requirements  of
Sections  13(a)  and  15(d) of the  Securities  Exchange  Act of  1934,  and the
information  contained in the Report fairly presents,  in all material respects,
the financial condition and results of operations of the Company.


                                              /s/ Jacob Ferng
                                              ----------------------------------
                                              Jacob Ferng
                                              Chief Financial Officer
                                              May 15, 2003