Exhibit 31.2


                  CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER
            PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Avihai Shen, certify that:

1.   I have reviewed this annual report on Form 10-K of Arotech Corporation;

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 annual 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 registrant as of, and for, the periods presented in this annual report;

4.   The  registrant'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  registrant  and we
     have:

     (a) designed  such  disclosure  controls  and  procedures,  or caused  such
         disclosure control and procedures to be designed under our supervision,
         to  ensure  that  material  information  relating  to  the  registrant,
         including its consolidated subsidiaries,  is made known to us by others
         within  those  entities,  particularly  during the period in which this
         annual report is being prepared;

     (b) evaluated the effectiveness of the registrant'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  annual  report  based  on  such
         evaluation (the "Evaluation Date"); and

     (c) disclosed in this annual report any change in the registrant's internal
         control over financial  reporting that occurred during the registrant's
         most recent fiscal quarter (the  registrant's  fourth fiscal quarter in
         the case of this annual  report) that has  materially  affected,  or is
         reasonably  likely to  materially  affect,  the  registrant's  internal
         control over financial reporting; and

5.   The registrant's  other certifying  officer and I have disclosed,  based on
     our most recent evaluation of internal control over financial reporting, to
     the registrant's  auditors and the audit committee of registrant'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  registrant'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  registrant's  internal
         controls over financial reporting.

Date: March 30, 2004
                                   /s/ Avihai Shen
                                   ---------------------------------------------
                                   Avihai Shen, Vice President - Finance and CFO
                                   (Principal Financial Officer)