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|EXHIBIT 31.2
CERTIFICATION PURSUANT TO SEC RULE 13a-14(a)/15d-14(a), AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY

ACT OF 2002
I, Alexander Gersh, Chief Financial Officer of NDS Group plc (the Company), certify that:
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|(1) | I have reviewed this quarterly report on Form 10-Q of the Company;                                                                                                                                                                                                                                                               
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|(2) | Based on my knowledge, this quarterly 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

quarterly report;
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|(3) | Based on my knowledge, the financial statements, and other financial information included in this quarterly

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 quarterly 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) | 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 quarterly report is being prepared;
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| | b) | Evaluated the effectiveness of the Companys disclosure controls and procedures and presented

in this quarterly report our conclusions about the effectiveness of the disclosure controls and
procedures,
as of the end of the period covered by this quarterly report based on such evaluation;
and                                                                                   
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| | c) | Disclosed in this quarterly report any change in the Companys internal control over financial

reporting that occurred during the Companys fiscal quarter to which this report relates that

has materially affected, or is reasonably likely to materially affect, the Companys internal

control over financial reporting; and                                                     
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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:
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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, summarise 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 control over financial reporting.                                                                                                

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| | By: | /s/ Alexander Gersh                          
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| |     | Alexander Gersh
      Chief Financial Officer
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| |     | Date: May 6, 2005                            

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