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, 2016 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.

|Dated: May 20, 2016 | By: | /s/ Joe Noto                                
|------------------- | --- | --------------------------------------------
|                    |     | Joe Noto                                    
|                    |     | Chief Financial Officer                     
|                    |     | (Principal Financial and Accounting Officer)