Exhibit12.2

CERTIFICATION

 

I, Ronit Maor, certify that:

1.         Ihave reviewed this annual report on Form 20-F of M-Systems Flash Disk PioneersLtd.;

2.             Basedon my knowledge, this annual 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 annual report; 

3.         Based on my knowledge, the financial statements, andother financial information included in this report, fairly present in allmaterial respects the financial condition, results of operations and cash flowsof the company as of, and for, the periods presented in this report;

4.         The company`s other certifyingofficer(s) and I are responsible for establishing and maintaining disclosurecontrols and procedures (as defined in Exchange Act Rules 13a-15(e) and15d-15(e)) and internal control over financial reporting (as defined inExchange Act Rules 13a-15(f) and 15d-15(f)) 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)   Designed such internalcontrol over financial reporting, or caused such internal control over financialreporting to be designed under our supervision, to provide reasonable assuranceregarding the reliability of financial reporting and the preparation offinancial statements for external purposes in accordance with generallyaccepted accounting principles

c)    Evaluated theeffectiveness of the company`s disclosure controls and procedures and presentedin this report our conclusions about the effectiveness of the disclosurecontrols and procedures, as of the end of the period covered by this report basedon such evaluation; and

d)    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`s other certifyingofficer(s) and I have disclosed, based on our most recent evaluation ofinternal control over financial reporting, to the company`s auditors and theaudit committee of the company`s board of directors (or persons performing theequivalent functions):

a)   All significantdeficiencies and material weaknesses in the design or operation of internalcontrol 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, whether ornot material, that involves management or other employees who have asignificant role in the company`s internal control over financial reporting.;and

Date: June 30th,2004          By:       /s/ Ronit Maor        

Ronit Maor, Chief Financial Officer

M-Systems FlashDisk Pioneers Ltd.

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