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Lexar Media Inc – ‘10-K’ for 12/31/05 – EX-31.2

On:  Thursday, 3/16/06, at 5:07pm ET   ·   For:  12/31/05   ·   Accession #:  1047469-6-3589   ·   File #:  0-31103

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  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 3/16/06  Lexar Media Inc                   10-K       12/31/05    8:1.1M                                   Merrill Corp/New/FA

Annual Report   —   Form 10-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-K        Annual Report                                       HTML    910K 
 2: EX-10.36    Material Contract                                   HTML     50K 
 3: EX-10.37    Material Contract                                   HTML     98K 
 4: EX-21.1     Subsidiaries of the Registrant                      HTML      8K 
 5: EX-23.1     Consent of Experts or Counsel                       HTML      9K 
 6: EX-31.1     Certification per Sarbanes-Oxley Act (Section 302)  HTML     13K 
 7: EX-31.2     Certification per Sarbanes-Oxley Act (Section 302)  HTML     13K 
 8: EX-32.1     Certification per Sarbanes-Oxley Act (Section 906)  HTML     10K 


EX-31.2   —   Certification per Sarbanes-Oxley Act (Section 302)
Exhibit Table of Contents

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11st Page   -   Filing Submission
"Exhibit 31.2
"CERTIFICATION PURSUANT TO RULE 13a-14 AND RULE 15d-14 OF THE SECURITIES EXCHANGE ACT OF 1934
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EXHIBIT 31.2


CERTIFICATION PURSUANT TO RULE 13a-14 AND RULE 15d-14
OF THE SECURITIES EXCHANGE ACT OF 1934

I, Michael P. Scarpelli, certify that:

1.
I have reviewed this annual report on Form 10-K of Lexar Media, Inc.;

2.
Based on my knowledge, this 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 report;

3.
Based on my knowledge, the financial statements, and other financial information included in this 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 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)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and 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 report is being prepared;

(b)
designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

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

(d)
disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant'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 registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions):

(a)
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 registrant's ability to record, process, summarize and report financial information; and

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

Date: March 16, 2006

/s/  MICHAEL P. SCARPELLI      
Michael P. Scarpelli
Executive Vice President and Chief Financial Officer
   



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CERTIFICATION PURSUANT TO RULE 13a-14 AND RULE 15d-14 OF THE SECURITIES EXCHANGE ACT OF 1934

Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘10-K’ Filing    Date    Other Filings
Filed on:3/16/06SC 13D
For Period End:12/31/0510-K/A,  5
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Filing Submission 0001047469-06-003589   –   Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

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