**EXHIBIT
      31.2**




CERTIFICATION




I,
      Joe
      Noto , Chief Financial Officer of Lattice Incorporated, certify
      that:





1.
 
      I have reviewed this quarterly report on Form 10-QSB of Lattice Incorporated
      for
      the fiscal quarter ended March 31, 2007;





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 quarterly report, fairly present in all material respects
      the
      financial condition, results of operations and cash flows of the small business
      issuer as of, and for, the periods presented in this report;





4.
 
      The small business issuer'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)) for the small business issuer
      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 small business issuer is made
      known to us by others, particularly during the period in which this annual
      report is being prepared;





(b)   evaluated the effectiveness of the small business issuer's disclosure
      controls 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





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





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





Dated:
      June 12, 2007




/s/
                Joe NotoJoe
                Noto
              Chief
                Financial Officer