**CERTIFICATIONPURSUANT TO SECTION 302**

**OF THE SARBANES-OXLEYACT OF 2002**

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I, Nurit Benjamini,certify that:

1.             Ihave reviewed this annual report on Form 20-F of Compugen Ltd.; 

2.             Basedon my knowledge, this report does not contain any untrue statement of amaterial fact or omit to state a material fact necessary to make the statementsmade, in light of the circumstances under which such statements were made, notmisleading with respect to the period covered by this report; 

3.             Basedon my knowledge, the financial statements, and other financial informationincluded in this report, fairly present in all material respects the financialcondition, 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 andI are responsible for establishing and maintaining disclosure controls andprocedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) andinternal control over financial reporting (as defined in Exchange Act Rules13a-15(f) and 15d-15(f)) for the company and have: 

a.             designed such disclosure controls andprocedures, or caused such disclosure controls and procedures to be designedunder our supervision, to ensure that material information relating to the company,including its consolidated subsidiaries, is made known to us by others withinthose entities, particularly during the period in which this report is beingprepared; 

b.             designed such internal control overfinancial reporting, or caused such internal control over financial reportingto be designed under our supervision, to provide reasonable assurance regardingthe reliability of financial reporting and the preparation of financialstatements for external purposes in accordance with generally acceptedaccounting principles;

c.             evaluated the effectiveness of thecompany's disclosure controls and procedures and presented in this report ourconclusions 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 inthe company's internal control over financial reporting that occurred duringthe period covered by the annual report that has materially affected, or isreasonably likely to materially affect, the company's internal control over financial reporting; and 

5.             Thecompany's other certifying officer and I have disclosed, based on our mostrecent evaluation of internal control over financial reporting, to thecompany's auditors and the audit committee of the company's board of directors(or persons performing the equivalent functions): 

a.             all significant deficiencies andmaterial weaknesses in the design or operation of internal control overfinancial reporting which are reasonably likely to adversely affect thecompany's ability to record, process, summarize and report financialinformation; and 

b.             any fraud, whether or not material,that involves management or other employees who have a significant role in thecompany's internal control over financial reporting.

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\s\ Nurit Benjamini

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Title:       Chief Financial Officer 

Date:       April 7, 2004

 

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