**EXHIBIT 31.2**

**CERTIFICATION PURSUANT TOSECTION 302 OF THE SARBANES-OXLEY ACT OF 2002**

I, Ellen B. Richstone, certify that:

1.                I have reviewedthis Annual Report on Form 10-K for the year ended December 31,2005 (“Annual Report”) of Sonus Networks, Inc. (the “Registrant”);

2.                Based on myknowledge, 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 myknowledge, the financial statements, and other financial information includedin this Annual Report, fairly present in all material respects the financialcondition, results of operations and cash flows of the Registrant as of, andfor, the periods presented in this Annual Report;

4.                The Registrant’sother certifying officer and I are responsible for establishing and maintainingdisclosure controls 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 theRegistrant and have:

(a)           Designed suchdisclosure controls and procedures, or caused such disclosure controls andprocedures to be designed under our supervision, to ensure that materialinformation relating to the Registrant, including its consolidatedsubsidiaries, is made known to us by others within those entities, particularlyduring the period in which this Annual Report 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 Registrant’s disclosure controls and procedures andpresented in this Annual Report our conclusions about the effectiveness of thedisclosure controls and procedures, as of the end of the period covered by thisAnnual Report based on such evaluation; and

(d)          Disclosed in this AnnualReport any change in the Registrant’s internal control over financial reportingthat occurred during the Registrant’s fourth fiscal quarter that has materiallyaffected, or is reasonably likely to materially affect, the Registrant’s internalcontrol over financial reporting; and

5.                The Registrant’sother certifying officer and I have disclosed, based on our most recentevaluation of internal control over financial reporting, to the Registrant’sauditors and the audit committee of the Registrant’s board of directors:

(a)           All significantdeficiencies and material weaknesses in the design or operation of internalcontrol over financial reporting which are reasonably likely to adverselyaffect the Registrant’s ability to record, process, summarize and reportfinancial information; and

(b)          Anyfraud, whether or not material, that involves management or other employees whohave a significant role in the Registrant’s internal control over financialreporting.

| Date: March 13, 2006 |     | /s/ ELLEN B. RICHSTONE                                   |
|---------------------------|----------|----------------------------------------------------------|
|                      |     | Ellen B. Richstone                                       |
|                      | * * | *Chief Financial Officer (Principal Financial  Officer)* |

 

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