EXHIBIT 31.2


              FORM OF SARBANES-OXLEY SECTION 302(a) CERTIFICATION


I, Chad C. Braun, Chief Financial Officer, certify that:

1.       I have reviewed this annual report on Form 10-KSB of AmREIT;

2.       Based on my knowledge, this annual 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 annual report;

3.       Based on my knowledge, the financial statements, and other financial
         information included in this annual report, fairly present in all
         material respects the consolidated financial condition, results of
         operations and cash flows of the registrant as of, and for, the
         periods presented in this annual 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 and 15d-15) for the registrant
         and we have:

          i.   designed such disclosure  controls and procedures 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
               annual report is being prepared;

          ii.  evaluated  the  effectiveness  of  the  registrant's  disclosure
               controls and procedures as of a date within 90 days prior to the
               filing date of this annual report (the "Evaluation Date"); and

          iii. presented  in this  annual  report  our  conclusions  about  the
               effectiveness of the disclosure controls and procedures based on
               our evaluation as of the Evaluation Date;

5.       The registrant's other certifying officer and I have disclosed, based
         on our most recent evaluation, to the registrant's auditors and the
         audit committee of registrant's board of trust managers (or persons
         performing the equivalent functions):

          i.   all  significant  deficiencies  in the  design or  operation  of
               internal  controls which could aversely affect the  registrant's
               ability to record, process,  summarize and report financial data
               and have identified for the  registrant's  auditors any material
               weaknesses in internal controls; and

          ii.  any fraud, whether or not material,  that involves management or
               other employees who have a significant  role in the registrant's
               internal controls; and

6.       The registrant's other certifying officer and I have indicated in this
         annual report whether or not there were significant changes in
         internal controls or in other factors that could significantly affect
         internal controls subsequent to the date of our most recent
         evaluation, including any corrective actions with regard to
         significant deficiencies and material weaknesses.


Date:     March 30, 2004          By:  /s/ Chad C. Braun
                                      ______________________________________
                                      Chad C. Braun, Chief Financial Officer