**Exhibit 31.2**

 

**CERTIFICATION**

 

I, Gary W. Nielson, certify that:

 

1.                         I have reviewed this quarterly report on Form10-Q of Cornerstone Realty Fund, LLC;

 

2.                         Based on my knowledge, this report does notcontain 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 report;

 

3.                         Based on my knowledge, the financialstatements, and other financial information included in this report, fairlypresent in all material respects the financial condition, results of operationsand cash flows of the registrant as of, and for, the periods presented in thisreport;

 

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)) for theregistrant and have:

 

(a)                                  Designed suchdisclosure 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 report is being prepared;

 

(b)                                 [Not required]

 

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

 

(d)                                 Disclosed in thisreport any change in the registrant’s internal control over financial reportingthat occurred during the registrant’s most recent fiscal quarter 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 ofregistrant’s board of directors (or persons performing the equivalentfunctions):

 

(a)                                  All significantdeficiencies in the design or operation of internal control over financialreporting which are reasonable likely to adversely affect the registrant’sability to record, process, summarize and report financial data; and

 

(b)                                 Any fraud, whether ornot material, that involves management or other employees who have asignificant role in the registrant’s internal control over financial reporting.

 

 
|                              | /s/  GARY W. NIELSON                                                                                                                                                                                                     |
|-----------------------------------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| Date:  November 7, 2003 | Gary  W. Nielson   Chief Financial Officer (Principal Financial Officer)   of Cornerstone Ventures, Inc., the Manager of   Cornerstone Industrial Properties, LLC, the Managing   Member of Cornerstone Realty Fund, LLC |

 

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