**Exhibit 12.1**
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**CERTIFICATIONS**
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I, Dov Moran, certify that: 
    - I have reviewed this annual report     on Form 20-F/A of M-Systems Flash Disk Pioneers Ltd.; 
    - 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; 
    - 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; 
    - The company's other certifying     officer(s) 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 causedsuch disclosure controls and procedures to be designed under our supervision,to ensure that material information relating to the company, including itsconsolidated subsidiaries, is made known to us by others within those entities,particularly during the period in which this report is being prepared; 

(b) Evaluated the effectiveness of the company's disclosurecontrols and procedures and presented in this report our conclusions about theeffectiveness of the disclosure controls and procedures, as of the end of theperiod covered by this report based on such evaluation; and 

(c) Disclosed in this report any change in the company's internalcontrol over financial reporting that occurred during the period covered by theannual report that has materially affected, or is reasonably likely tomaterially affect, the company's internal control over financial reporting; and
    - The company's other certifying     officer(s) 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 thedesign or operation of internal control over financial reporting which arereasonably likely to adversely affect the company's ability to record, process,summarize and report financial information; and 

(b) Any fraud, whetheror not material, that involves management or other employees who have asignificant role in the company's internal control over financial reporting. 

Date: January 26, 2004

 

By: /s/ Dov Moran                               

Dov Moran, President and ChiefExecutive Officer

M-Systems Flash Disk PioneersLimited 

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**Exhibit 12.2**
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**CERTIFICATIONS**
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I, Ronit Maor, certify that: 

 

1.             I have reviewedthis annual report on Form 20-F/A of M-Systems Flash Disk Pioneers Ltd.; 

 

2.             Based on myknowledge, this report does not contain any untrue statement of a material factor omit to state a material fact necessary to make the statements made, in lightof the circumstances under which such statements were made, not misleading withrespect to the period covered by this report; 

 

3.             Based on myknowledge, the financial statements, and other financial information includedin 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'sother certifying officer(s) and I are responsible for establishing and maintainingdisclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e)and 15d-15(e)) for the company and have: 

 

(a) Designed such disclosurecontrols and procedures, or caused such disclosure controls and procedures tobe designed under our supervision, to ensure that material information relatingto the company, including its consolidated subsidiaries, is made known to us byothers within those entities, particularly during the period in which thisreport is being prepared; 

 

(b) Evaluated the effectivenessof the company's disclosure controls and procedures and presented in thisreport our conclusions about the effectiveness of the disclosure controls andprocedures, as of the end of the period covered by this report based on suchevaluation; and 

 

(c) Disclosed in this report anychange in the company's internal control over financial reporting that occurredduring the period covered by the annual report that has materially affected, oris reasonably likely to materially affect, the company's internal control overfinancial reporting; and 

 

5.             The company'sother certifying officer(s) and I have disclosed, based on our most recentevaluation of internal control over financial reporting, to the company'sauditors and the audit committee of the company's board of directors (orpersons performing the equivalent functions): 

 

(a) All significant deficienciesand material 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 notmaterial, that involves management or other employees who have a significantrole in the company's internal control over financial reporting. 

 

Date: January 26, 2004

 

By: /s/ Ronit Maor                               

Ronit Maor, Chief Financial Officer

M-Systems Flash Disk PioneersLimited 

 

 

 

 

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