**Exhibit 31.2**

**CERTIFICATION****PURSUANT TORULE 13a-14(a) or RULE 15d-14(a)**

**AS ADOPTED BY SECTION 302 OF THESARBANES-OXLEY ACT OF 2002**

I, Dennis R.Jolicoeur, certify that:

1.             Ihave reviewed this quarterly report on Form 10-Q of Natrol, Inc.;

2.             Basedon my knowledge, this report does not contain any untrue statement of amaterial fact or omit to state a material fact necessary to make the statementsmade, in light of the circumstances under which such statements were made, notmisleading with respect to the period covered by this report;

3.             Basedon my knowledge, the financial statements, and other financial informationincluded in this report, fairly present in all material respects the financialcondition, results of operations and cash flows of the registrant as of, andfor, the periods presented in this report;

4.             Theregistrant’s other certifying officer(s) and I are responsible for establishingand maintaining disclosure controls and procedures (as defined in Exchange ActRules 13a-15(e) and 15d-15(e)) and internal controls over financial reporting(as defined in Exchange Act Rules 13a-15(f) and 15d-15(f))  for the registrant and have:

(a)          Designedsuch disclosure controls and procedures, or caused such disclosure controls andprocedures to be designed under our supervision, to ensure that materialinformation relating to the registrant, including its consolidatedsubsidiaries, is made known to us by others within those entities, particularlyduring the period in which this report is being prepared;

(b)          Designed such internal controls over financialreporting, or caused such internal controls over financial reporting to bedesigned under our supervision, to provide reasonable assurance regarding thereliability of financial reporting and the preparation of financial statementsfor external purposes in accordance with generally accepted accountingprinciples;

(c)          Evaluated theeffectiveness of the registrant’s disclosure controls and procedures andpresented in this report our conclusions about the effectiveness of thedisclosure controls and procedures, as of the end of the period covered by thisreport based on such evaluation; and

(d)          Disclosed in this reportany change in the registrant’s internal controls over financial reporting thatoccurred during the registrant’s most recent fiscal quarter (the registrant’sfourth fiscal quarter in the case of an annual report) that has materiallyaffected, or is reasonably likely to materially affect, the registrant’sinternal controls over financial reporting; and

5.             Theregistrant’s other certifying officer(s) and I have disclosed, based on ourmost recent evaluation of internal controls over financial reporting, to theregistrant’s auditors and the audit committee of the registrant’s board ofdirectors (or persons performing the equivalent functions):

(a)          All significantdeficiencies and material weaknesses in the design or operation of internalcontrols over financial reporting which are reasonably likely to adverselyaffect the registrant’s ability to record, process, summarize and reportfinancial information; and

(b)          Any fraud, whether ornot material, that involves management or other employees who have asignificant role in the registrant’s internal controls over financialreporting.
| Date: August 14, 2007 |   |                                             |
|-----------------------|--------|--------------------------------------------------|
|                  |   | /s/ Dennis  R. Jolicoeur                         |
|                  |   | Dennis R. Jolicoeur                              |
|                  |   | Chief Financial Officer, Treasurer and Executive |
|                  |   | Vice President (Principal Financial Officer)     |

 

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