Exhibit 31.2

                                 CERTIFICATIONS

    I, Mitchell K. Dauerman, certify that:

1. I have reviewed this annual report on Form 10-K/A of The Ultimate Software
   Group, Inc.;

2. Based on my knowledge, this annual 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 annual report;

3. Based on my knowledge, the financial statements, and other financial
   information included in this annual 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 annual report;

4. The Registrant's other certifying officers 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 registrant and have:

   a)  Designed such disclosure controls and procedures or caused such
       disclosure controls and procedures to be designed under our suspension,
       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
       annual report is being prepared;

   b)  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; and

   c)  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.

5. The Registrant's other certifying officers and I have disclosed, based on our
   most recent evaluation, 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; and

   b)  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.


         /s/ Mitchell K. Dauerman
- --------------------------------------------
           Mitchell K. Dauerman
          Chief Financial Officer
(Principal Financial and Accounting Officer)

Date: December 1, 2003

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