**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 andChief Administrative Officer of VICORP Restaurants, Inc., certify that:

 

1. I have reviewed thisannual report on Form 10-K of VICORP Restaurants, Inc.;

 

2. Based on myknowledge, this annual report does not contain any untrue statement of amaterial fact or omit to state a material fact necessary to make the statementsmade, in light of the circumstances under which such statements were made, notmisleading with respect to the period covered by this annual report;

 

3. Based on myknowledge, the financial statements, and other financial information includedin this annual report, fairly present in all material respects the financialcondition, results of operations and cash flows of the registrant as of, andfor, the periods presented in this annual report;

 

4. The registrant’sother certifying officer and I are responsible for establishing and maintainingdisclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and15d-15(e)) for the registrant and have:

 

(a) Designedsuch disclosure controls and procedures, or caused such disclosure controls andprocedures to be designed under our supervision, to ensure that materialinformation relating to the registrant, including its consolidatedsubsidiaries, is made known to us by others within those entities, particularlyduring the period in which this annual report is being prepared;

 

(b) Evaluatedthe effectiveness 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) Disclosedin this annual report any change in the registrant’s internal control overfinancial reporting that occurred during the registrant’s most recent fiscalquarter (the registrant’s fourth fiscal quarter in the case of an annualreport) that has materially affected, or is reasonably likely to materiallyaffect, the registrant’s internal control over financial reporting; and

 

5. The registrant’s othercertifying officer and I have disclosed, based on our most recent evaluation ofinternal control over financial reporting, to the registrant’s auditors and theaudit committee of the registrant’s board of directors (or persons performingthe equivalent functions):

 

(a) allsignificant deficiencies and material weaknesses in the design or operation ofinternal control over financial reporting which are reasonably likely toadversely affect the registrant’s ability to record, process, summarize andreport financial information; 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: February 1, 2006                                    | /s/ Anthony Carroll |   |
|--------|----------------------------------------------------------------|---------------------|--------|
|   | Anthony Carroll                                                |
|   | Chief Financial Officer and Chief  Administrative Officer |

 

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