CERTIFICATION

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

AS ADOPTED BY SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002


  I, Arif Karimjee, as Chief Financial Officer of Sopheon plc hereby
certify, pursuant to
  18 U.S.C. Section 1350, as adopted by Section 906 of the
Sarbanes-Oxley Act of 2002, that
  to my knowledge:

          (1)    the accompanying Annual Report on Form 20-F for the
period ending
          December 31, 2002 as filed with the U.S. Securities and
Exchange
          Commission (the "Report") fully complies with the
requirements of
          Section 13(a) or 15(d) of the Securities Exchange Act of
1934, as
          amended; and

          (2)    the information contained in the Report fairly
presents, in all material
          respects, the financial condition and results of
operations of the Company.




                                By:  Arif Karimjee
                                          Name: Arif Karimjee
                                          Title: Chief Financial
Officer



     Date:  July 3, 2003


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