Exhibit 31.2



Certification of Chief Financial Officer
Pursuant to Rule 13A-14(A)/15D-14(A)
of the Securities Exchange Act of 1934



I, Joe Noto, certify that:



1.	I have reviewed this Quarterly report
on Form 10-Q for the period ended March 31, 2015 of Lattice Incorporated;



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



4.	The registrant’s other certifying
officers 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 registrant 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 registrant, 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 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 report is being prepared;



(c)	evaluated the effectiveness of registrant’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 registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal
quarter 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
officers 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 the registrant’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 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.

|                    | By: | /s/ Joe Noto                                                        
|------------------- | --- | --------------------------------------------------------------------
|                    |     | Joe Noto                                                            
|Dated: May 20, 2015 |     | Chief Financial Officer (Principal Financial and Accounting Officer)