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| |  | Exhibit
        12.2
| |  | --------------------
| |  |                     

CERTIFICATION

I, Israel (Eli) Ofer, certify that:

| | 1. | I have reviewed this annual report on Form 20-F of TTI Team Telecom International 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. | I am 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 my supervision, to ensure that material information relating to the company,

including its consolidated subsidiaries, is made known to me by others within those entities, particularly

during the period in which this report is being prepared;
| | -- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |    |                                                                                                                                                                                                                                                                                                                                                                              
| | b. | evaluated the effectiveness of the companys disclosure controls and procedures and presented

in this report my 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. | 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. | 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.                                                                                                
| |    |                                                                                                                                                                                                                                                                         

|Dated: March 30, 2004 | /s/ Israel (Eli) Ofer
        Israel (Eli) Ofer 
        Chief Financial Officer
|--------------------- | ----------------------------------------------------------------------------------------------

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