**EXHIBIT 31.2**

 

**CERTIFICATION PURSUANT TO RULE 13A-14(A) ANDRULE 15D-14(A) OF THE SECURITIES EXCHANGE ACT AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002**

 

I, Gail Itow, certifythat:

 

1.             I have reviewed this quarterly report on Form 10-Qof Netlist, Inc., a Delaware corporation (the “Registrant”);

 

2.             Based on my knowledge, this report does not containany untrue statement of a material fact or omit to state a material factnecessary to make the statements made, in light of the circumstances underwhich such statements were made, not misleading with respect to the periodcovered by this report;

 

3.             Based on my knowledge, the financial statements, andother financial information included in this report, fairly present in allmaterial respects the financial condition, results of operations and cash flowsof the Registrant as of, and for, the periods presented in this report;

 

4.             The Registrant’s other certifying officer and I areresponsible for establishing and maintaining disclosure controls and procedures(as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) andinternal control over financial reporting (as defined in Exchange Act Rules13a-15(f) and 15d-15(f) for the Registrant and we have:

 

a)             designed such disclosure controls and procedures, orcaused such disclosure controls and procedures to be designed under oursupervision, to ensure that material information relating to the Registrant,including its consolidated subsidiaries, is made known to us by others withinthose entities, particularly during the period in which this report is beingprepared;

 

b)            designed such internalcontrol over financial reporting, or caused such internal control overfinancial reporting to be designed under our supervision, to provide reasonableassurance regarding the reliability of financial reporting and the preparationof financial statements for external purposes in accordance with generallyaccepted accounting principles:

 

c)             evaluated the effectiveness of the Registrant’sdisclosure controls and procedures and presented in this report our conclusionsabout the effectiveness of the disclosure controls and procedures, as of theend of the period covered by this report based on such evaluation; and

 

d)            disclosed in this report any change in the Registrant’sinternal control over financial reporting that occurred during the Registrant’smost recent fiscal quarter (the Registrant’s fourth fiscal quarter in the caseof an annual report) that has materially affected, or is reasonably likely tomaterially affect, the Registrant’s internal control over financial reporting;and

 

5.             The Registrant’s other certifying officer and I havedisclosed, based on our most recent evaluation of internal control overfinancial reporting, to the Registrant’s auditors and the audit committee ofthe Registrant’s board of directors (or persons performing the equivalentfunctions):

 

a)             all significant deficiencies and material weaknessesin the design or operation of internal control over financial reporting whichare 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 involvesmanagement or other employees who have a significant role in the Registrant’s internalcontrol over financial reporting.

 
| May 15,  2009 | /s/  Gail Itow                              |
|--------------------|---------------------------------------------|
|               | Gail  Itow                                  |
|               | Vice  President and Chief Financial Officer |
|               | (Principal  Financial Officer)              |

 

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