**EXHIBIT 31.2**

**CERTIFICATION PURSUANT TO RULE 13A-14 OF THE SECURITIES EXCHANGE ACT OF1934**  **AS ADOPTED PURSUANT TO SECTION302 OF THE SARBANES-OXLEY ACT OF 2002**

I,Lee Kim, certify that:

1.             I have reviewedthis quarterly report on Form 10-Q of Netlist, Inc., a Delaware corporation(the “Registrant”);

2.             Based on myknowledge, this report does not contain any untrue statement of a material factor omit to state a material fact necessary to make the statements made, inlight of the circumstances under which such statements were made, notmisleading with respect to the period covered by this report;

3.             Based on myknowledge, the financial statements, and other financial information includedin this report, fairly present in all material respects the financial condition,results of operations and cash flows of the Registrant as of, and for, theperiods presented in this report;

4.             The Registrant’sother certifying officer and I are responsible for establishing and maintainingdisclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e)and 15d-15(e)) for the Registrant and we have:

                a)             designed such disclosure controlsand procedures, or caused such disclosure controls and procedures to bedesigned under our supervision, to ensure that material information relating tothe Registrant, including its consolidated subsidiaries, is made known to us byothers within those entities, particularly during the period in which thisreport is being prepared;

                b)            [intentionally omitted in accordancewith SEC transition instructions for newly public companies]

                c)             evaluated the effectiveness of theRegistrant’s disclosure controls and procedures and presented in this reportour conclusions about the effectiveness of the disclosure controls andprocedures, as of the end of the period covered by this report based on suchevaluation; and

                d)            disclosed in this report any changein the Registrant’s internal control over financial reporting that occurredduring the Registrant’s most recent fiscal quarter (the Registrant’s fourthfiscal quarter in the case of an annual report) that has materially affected,or is reasonably likely to materially affect, the Registrant’s internal controlover financial reporting; and

5.             The Registrant’sother certifying officer and I have disclosed, based on our most recentevaluation of internal control over financial reporting, to the Registrant’sauditors and the audit committee of the Registrant’s board of directors (orpersons performing the equivalent functions):

                a)             all significant deficiencies andmaterial weaknesses in the design or operation of internal control overfinancial reporting which are reasonably likely to adversely affect theRegistrant’s ability to record, process, summarize and report financialinformation; and

                b)            any fraud, whether or not material,that involves management or other employees who have a significant role in theRegistrant’s internal control over financial reporting.
| May 15, 2007 | /s/ Lee Kim                                 |   |
|--------------|---------------------------------------------|--------|
|         | Lee Kim                                     |
|         | Vice President  and Chief Financial Officer |
|         | (Principal  Financial Officer)              |

 

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