**Exhibit 31.1**

 

CERTIFICATION

 

 

I, Dennis R. Jolicoeur, certifythat:

 

1.               I have reviewed this quarterly report onForm 10-Q of Natrol, Inc.;

 

2.               Based on my knowledge, this quarterlyreport does not contain any untrue statement of a material fact or omit tostate a material fact necessary to make the statements made, in light of thecircumstances under which such statements were made, not misleading withrespect to the period covered by this quarterly report;

 

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

 

4.               The registrant’s other certifyingofficer and I are responsible for establishing and maintaining disclosurecontrols and procedures (as defined in Exchange Act Rules 13a-15(e) and15d-15(e)) for the registrant and 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 within thoseentities, particularly during the period in which this quarterly report isbeing prepared;

 

(b)                     Evaluated the effectiveness of the registrant’s disclosure controls andprocedures and presented in this quarterly report our conclusions about theeffectiveness of the disclosure controls and procedures, as of the end of theperiod covered by this quarterly report based on such evaluation; and

 

(c)                      Disclosed in this quarterly report any change in theregistrant’s internal control over financial reporting that occurred during theregistrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarterin the case of an annual report) that has materially affected, or is reasonablylikely to materially affect, the registrant’s internal control over financialreporting; 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 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 involves management or otheremployees who have a significant role in the registrant’s internal control overfinancial reporting.

 
| Date: August  14, 2003                                        |
|---------------------------------------------------------------|
|                                                          |
| /s/ Dennis  R. Jolicoeur                                      |   |
| Name: Dennis  R. Jolicoeur                                    |
| Title: Chief  Financial Officer and Executive  Vice President |

 

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