EXHIBIT 12.2

CERTIFICATION

I, Danny Moshaioff, certify that:

| | 1. | I have
  reviewed this annual report on Form 20-F of Retalix Ltd.;                                                                                                                                                                                                                                                
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| | 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;
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| | 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;                      
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| | 4. | The
  companys other certifying officer 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 company and have:                                                                                       
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| |    | a.                                                                                                                                                                                                                                                                                                                
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| |    | b.                                                                                                                                                                                                                                                                                                                
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| |    | c.                                                                                                                                                                                                                                                                                                                
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| | 5. | The
  companys other certifying officer 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 the companys board of
  directors (or persons performing the equivalent functions):                    
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| |    | a.                                                                                                                                                                                                                                                                                                                
| |    |                                                                                                                                                                                                                                                                                                                   
| |    | b.                                                                                                                                                                                                                                                                                                                

|Dated: June 29, 2004 | /s/ Danny Moshaioff       | 
|-------------------- | ------------------------- | 
|                     |                           | 
|                     | Danny Moshaioff          
|                     | Chief Financial
  Officer

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