FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person *   ITOW GAIL MISAKO 2. Date of Event Requiring Statement (Month/Day/Year) 01/01/2008 3. Issuer Name and Ticker or Trading Symbol NETLIST INC [NLST] (Last) (First) (Middle) 51 DISCOVERY, SUITE 150 4. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) Vice President and CFO 5. If Amendment, Date Original Filed(Month/Day/Year) (Street) IRVINE, CA 92618 6. Individual or Joint/Group Filing(Check Applicable Line) _X_ Form filed by One Reporting Person ___ Form filed by More than One Reporting Person (City) (State) (Zip) Table I - Non-Derivative Securities Beneficially Owned

1.Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.			SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Employee Stock Option (Right to Buy)	  (1)	01/05/2016	Common Stock	25,000	$ 2.55	D	Â
Employee Stock Option (Right to Buy)	  (2)	08/14/2016	Common Stock	10,000	$ 7	D	Â
Employee Stock Option (Right to Buy)	  (3)	09/04/2017	Common Stock	25,000	$ 1.93	D	Â

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
ITOW GAIL MISAKO 51 DISCOVERY SUITE 150 IRVINE, CA 92618	Â	Â	  Vice President and CFO	Â

Signatures

/s/ Gail Itow		01/09/2008
**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 5(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	The option was granted under the registrant's Amended and Restated 2000 Equity Incentive Plan and vests from the date of grant on January 5, 2006 over four years in four equal annual installments of 6,250 shares. The first installment of 6,250 shares vested on January 5, 2007 and the second installment of 6,250 shares vested on January 5, 2008.
(2)	The option was granted under the registrant's Amended and Restated 2000 Equity Incentive Plan and vests from the date of grant on August 16, 2006 over four years in four equal annual installments of 2,500 shares. The first installment of 2,500 shares vested on August 14, 2007.
(3)	The option was granted under the registrant's 2006 Amended and Restated Equity Incentive Plan and vests from the date of grant on September 4, 2007 over four years in four equal annual installments of 6,250 shares.

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