**EXHIBIT 31.2**

 

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

 

I, Gail Itow, certifythat:

 

1.             I have reviewed this quarterlyreport on Form 10-Q of Netlist, Inc., a Delaware corporation (the “Registrant”);

 

2.             Based on my knowledge, this reportdoes not contain any untrue statement of a material fact or omit to state amaterial fact necessary to make the statements made, in light of the circumstancesunder which such statements were made, not misleading with respect to theperiod covered by this report;

 

3.             Based on my knowledge, thefinancial statements, and other financial information included in this report,fairly present in all material respects the financial condition, results ofoperations and cash flows of the Registrant as of, and for, the periodspresented in this report;

 

4.             The Registrant’s other certifyingofficer and I are responsible for establishing and maintaining disclosure controlsand procedures (as defined in Exchange Act Rules 13a-15(e) and15d-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)            Designed such internal controlover financial reporting, or caused such internal control over financialreporting to be designed under our supervision, to provide reasonable assuranceregarding the reliability of financial reporting and the preparation offinancial statements for external purposes in accordance with generallyaccepted accounting principles:

 

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’s other certifyingofficer and I have disclosed, based on our most recent evaluation of internalcontrol over financial reporting, to the Registrant’s auditors and the auditcommittee of the Registrant’s board of directors (or persons performing theequivalent 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 8,  2008 | /s/  Gail Itow                             |
|-------------------|--------------------------------------------|
|              | Gail Itow                                  |
|              | Vice President and Chief Financial Officer |
|              | (Principal Financial Officer)              |

 

 

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