**Exhibit 31.2**

**CERTIFICATIONOF CHIEF FINANCIAL OFFICER, PURSUANT TO RULE 13A-14(A) OR 15D-14(A)**

I, Karl Schneider, certify that:

1.                 I have reviewed this Annual Report on Form 10-Kof Zoran Corporation;

2.                 Based on my knowledge, this  report does not contain any untrue statementof a material fact or omit to state a material fact necessary to make thestatements made, in light of the circumstances under which such statements weremade, not misleading with a respect to the period covered by this report;

3.                 Based on my knowledge, the financialstatements, and other financial information included in this  report, fairly present in all materialrespects the financial condition, results of operations and cash flows of the registrantas of, and for, the periods presented in this report;

4.                 The registrant’s other certifying officerand I are responsible for establishing and maintaining disclosure controls andprocedures (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) and15d-15(f)) for the registrant and have:

(a)          designed such disclosure controls andprocedures, or caused such disclosure controls and procedures to be designedunder our supervision, to ensure that material information relating to theregistrant, including its consolidated subsidiaries, is made known to us byothers within those entities, particularly during the period in which thisreport is being prepared;

(b)         designed such internal control over financialreporting, or caused such internal control over financial reporting to bedesigned under our supervision, to provide reasonable assurance regarding thereliability of financial reporting and the preparation of financial statementsfor external purposes in accordance with generally accepted accountingprinciples;

(c)          evaluated the effectiveness of theregistrant’s disclosure controls and procedures and presented in this  report our conclusions about theeffectiveness of the disclosure controls and procedures, as of the end of theperiod covered by this report based on such evaluation; and

(d)         disclosed in this  report any change in the registrant’sinternal control over financial reporting that occurred during the registrant’smost recent fiscal quarter (the registrant’s fourth fiscal quarter in the caseof an annual report) that has materially affected, or is reasonably likely tomaterially affect, the registrant’s internal control over financial reporting;and

5.                 The registrant’s other certifying officerand I have disclosed, based on our most recent evaluation of internal controlover financial reporting, to the registrant’s auditors and the audit committeeof the registrant’s board of directors (or persons performing the equivalentfunctions) :

(a)          all significant deficiencies and materialweaknesses in the design or operation of internal control over financialreporting which are reasonably likely to adversely affect the registrant’sability to record, process, summarize and report information; and

(b)         any fraud, whether or not material, thatinvolves management or other employees who have a significant role in theregistrant’s internal control over financial reporting.
| /s/   KARL SCHNEIDER                                                  |       |
|---------------------------------------------------------------------------------|------------|
| **Karl Schneider   Senior Vice President, Finance and Chief Financial Officer** | ** ** |

 

**Dated: April **19, 2007

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