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Exhibit 12.2

# CERTIFICATION PURSUANT
TOSECTION 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 annual 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 annual 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)) 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)        
          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

(c)        
          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

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(b)        
          Any fraud, whether or not material, that involves management or other employees
          who have a significant role in the companys internal controls.

Date: June 2, 2005

| |  | /S/ NACHUM FALEK
Nachum FalekVice President Finance and
Chief Financial Officer
| |  | ---------------------------------------------------------------------------------------------

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