**Exhibit
      12.2**




**CERTIFICATION
      OF THE CHIEF FINANCIAL OFFICER**


**PURSUANT
      TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002**







I, Aviram
      Shemer ,
      certify that:




1. I
      have
      reviewed this annual report on Form 20-F of Aladdin Knowledge Systems Ltd.
      (the
“Company”);




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(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)) 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(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 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.




Date:
      March 27, 2008


By
/s/
              Aviram ShemerAviram
                Shemer
              Chief
                Financial Officer
              (Principal
                Financial Officer)