**Exhibit
      12.2**




**Certification**




I,
      Liang
      Xu, certify that:




1.  I
      have
      reviewed this annual report on Form 20-F of China Digital TV Holding Co., Ltd.
      (the “Company”);




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 report;




3.  Based
      on
      my knowledge, the financial statements, and other financial information included
      in this annual 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 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 report is being prepared;




(b)  [omitted
      pursuant to the guidance of Release No. 33-8238 (June 5, 2003), Release No.
      33-8392 (February 24, 2004), Release No. 33-8545 (March 2, 2005) and Release
      No.
      33-8760 (December 15, 2006)];




(c)  Evaluated
      the effectiveness of the Company’s disclosure controls and procedures and
      presented in this annual 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 annual 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 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 (or persons
      performing the equivalent function):




(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 18 ,
      2008





/s/
                Liang XuName:
                Liang XuTitle: 
                Chief Financial Officer