EXHIBIT 31.2

Certification

I, William J. Tamblyn, certify that:

1.     I have reviewed this Form 10-K/A of Ditech Networks, Inc.;

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.