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                                                                    Exhibit 31.2

I, Geraldine N. Hench, certify that:

I have reviewed this report on Form 10-K of Xicor, Inc.;

2.    Based on my knowledge, this annual 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 annual report;

3.    Based on my knowledge, the financial statements, and other financial
      information included in this annual 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 annual
      report;

4.    The registrant's other certifying officer 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) for the registrant
      and we 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 annual report is being prepared;

      b)    evaluated the effectiveness of the registrant's disclosure controls
            and procedures and presented in this annual report our conclusions
            about the effectiveness of the disclosure controls and procedures,
            as of the end of the period covered by this annual report based on
            such evaluation;

      c)    disclosed in this annual report any change in the Company's internal
            control over financial reporting that occurred during the Company's
            most recent fiscal quarter that has materially affected, or is
            reasonably likely to materially affect, the Company's internal
            control over financial reporting; and

5.    The registrant's other certifying officer and I have disclosed, based on
      our most recent evaluation of internal control over financial reporting,
      to the Company's auditors and the audit committee of the Company's board
      of directors:

      c)    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 Company's ability to
            record, process, summarize and report financial information; and

      d)    any fraud, whether or not material, that involves management or
            other employees who have a significant role in the Company's
            internal control over financial reporting.

Date:   February 23, 2004         By: /s/ Geraldine N. Hench
                                     -------------------------------------------
                                      Geraldine N. Hench
                                      Vice President, Finance and Administration
                                      Chief Financial Officer