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Exhibit 12.2

# CERTIFICATION PURSUANT
TO SECTION 302OF THE SARBANES-OXLEY
ACT OF 2002

I, Dikla Czaczkes Axselbrad, certify
that:

1.    
          I have reviewed this annual report on Form 20-F of Compugen 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.    
          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)) and internal control over financial
          reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) 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.       
          designed such internal control over financial reporting, or caused such internal
          control over financial reporting to be designed under our supervision, to
          provide reasonable assurance regarding the reliability of financial reporting
          and the preparation of financial statements for external purposes in accordance
          with generally accepted accounting principles;

c.       
          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

d.       
          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 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 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

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.

\s\ Dikla Czaczkes Axselbrad
Title:   Chief Financial Officer
Date:    March 16, 2009



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