**Exhibit 31.2**

 

**CertificationPursuant to Rule 13a-14 or 15d-14 of the Securities Exchange Actof 1934, As Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of2002**

 

I,Anthony Carroll, Chief Financial Officer of VICORP Restaurants, Inc., certifythat:

 

1. I have reviewed this annual report on Form 10-Kof VICORP Restaurants, Inc.;

 

2. Based on my knowledge, this annual report doesnot contain any untrue statement of a material fact or omit to state a materialfact necessary to make the statements made, in light of the circumstances underwhich such statements were made, not misleading with respect to the periodcovered by this annual report;

 

3. Based on my knowledge, the financial statements,and other financial information included in this annual report, fairly presentin all material respects the financial condition, results of operations andcash flows of the registrant as of, and for, the periods presented in this annualreport;

 

4. The registrant’s other certifying officer and Iare responsible for establishing and maintaining disclosure controls andprocedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) forthe registrant and have:

 

(a) Designed such disclosurecontrols and procedures, or caused such disclosure controls and procedures tobe designed under our supervision, to ensure that material information relatingto the registrant, including its consolidated subsidiaries, is made known to usby others within those entities, particularly during the period in which this annualreport is being prepared;

 

(b) Evaluated theeffectiveness of the registrant’s disclosure controls and procedures andpresented in this annual report our conclusions about the effectiveness of thedisclosure controls and procedures, as of the end of the period covered by thisannual report based on such evaluation; and

 

(c) Disclosed in this annualreport any change in the registrant’s internal control over financial reportingthat occurred during the registrant’s most recent fiscal quarter (theregistrant’s fourth fiscal quarter in the case of an annual report) that hasmaterially affected, or is reasonably likely to materially affect, theregistrant’s internal control over financial reporting; and

 

5. The registrant’s other certifying officer and Ihave disclosed, based on our most recent evaluation of internal control overfinancial reporting, to the registrant’s auditors and the audit committee ofthe registrant’s board of directors (or persons performing the equivalentfunctions):

 

(a) all significant deficienciesand material weaknesses in the design or operation of internal control overfinancial reporting which are reasonably likely to adversely affect theregistrant’s ability to record, process, summarize and report financialinformation; and

 

(b) anyfraud, whether or not material, that involves management or other employees whohave a significant role in the registrant’s internal control over financialreporting. 

 
| Date: January 24, 2005 | /s/  Anthony Carroll     |   |
|------------------------|--------------------------|--------|
|                   | Anthony  Carroll         |
|                   | Chief  Financial Officer |

 

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