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Exhibit 31.2

I, Geraldine N. Hench, certify that:

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



|2. |  | Based on my knowledge, this quarterly 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 quarterly report;
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|3. |  | Based on my knowledge, the financial statements, and other financial
information included in this quarterly 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
quarterly report;                   
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|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 quarterly report is being prepared;
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| | b) |  | evaluated the effectiveness of the registrants disclosure
controls and procedures and presented in this quarterly report our
conclusions about the effectiveness of the disclosure controls and
procedures, as of the end of the period covered by this quarterly
report based on such evaluation;                                                                                     
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| | c) |  | disclosed in this quarterly 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:
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| | 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
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| | 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: November 12, 2003 |  | By:                                                           | /s/ Geraldine N. Hench
|                        |  |                                                               |                       
|                        |  | Geraldine N. Hench
Vice President, Finance and
Administration