EXHIBIT 32.02

                CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350

      In connection with the Interwoven, Inc. Quarterly Report on Form 10-Q for
the quarter ended September 30, 2004, as filed with the Securities and Exchange
Commission on the date hereof (the "Report"), I, John E. Calonico, Jr., certify,
pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002, that, to my knowledge:

      1)    this Report fully complies with the requirements of Section 13(a) or
            15(d) of the Securities Exchange Act of 1934; and

      2)    that information contained in this Report fairly presents, in all
            material respects, the consolidated financial condition and results
            of operations of Interwoven, Inc. for the quarter covered by the
            Report.

      Dated: November 8, 2004          /s/ JOHN E. CALONICO, JR.
                                       -------------------------
                                       John E. Calonico, Jr.
                                       Senior Vice President and Chief Financial
                                       Officer

      A signed original of this written statement required by Section 906 has
been provided to Interwoven, Inc. and will be retained by Interwoven, Inc. and
furnished to the Securities and Exchange Commission or its staff upon request.