Exhibit 12.2

CERTIFICATION PURSUANT TO
SECTION 302(A) OF THE SARBANES-OXLEY ACT OF 2002

I, Nachum
Falek, certify that:

1.       I
have reviewed this annual report on Form 20-F of AudioCodes 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 annual 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
 24, 2008        |                         
|                            |                          | 
|/s/ NACHUM FALEK            |                         
|                           
|Nachum Falek                |                         
|Vice
 President Finance and |                         
|                            | Chief
 Financial Officer

---