---

---

EXHIBIT 12.(a).2

CERTIFICATION OF CHIEF FINANCIAL OFFICER

I, Shachar Rachim, certify that:

1.     I have reviewed this annual report on
Form 20-F of Scailex Corporation Ltd.;

2.     Based on my knowledge, this 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 report;

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

4.     The companys other certifying
officer(s) 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)) and internal control over financial reporting (as defined in Exchange
Act Rules 13a-15(f) and 15d-15(f)) for the company and 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 those entities, particularly during the period in which
this report is being prepared;

b.     Designed
such internal control over financial reporting, or caused such internal control
over financial reporting to be designed under our supervision, to provide
reasonable assurance regarding the reliability of financial reporting and the
preparation of financial statements for external purposes in accordance with
generally accepted accounting principles;

c.     Evaluated
the effectiveness of the company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

d.     Disclosed
in this report any change in the companys internal control over financial
reporting that occurred during the period covered by the annual report 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(s) and I have disclosed, based on our most recent evaluation of
internal control over financial reporting, to the companys auditors and the
audit committee of company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 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 control over financial
reporting.

|                         
|-------------------------
|Date: June 30, 2008      
|                         
|/s/ Shachar
  Rachim     
|                         
|Shachar
  Rachim         
|Chief
  Financial Officer

---

---