**Exhibit 31.2**

 

**CERTIFICATIONS**

 

I, Gary W. Nielson,certify that:

 

1.     Ihave reviewed this quarterly report on Form 10-Q of Cornerstone Realty Fund,LLC;

 

2.     Basedon my knowledge, this quarterly report does not contain any untrue statement ofa material fact or omit to state a material fact necessary to make thestatements made, in light of the circumstances under which such statements weremade, not misleading with respect to the period covered by this quarterlyreport; and

 

3.     Basedon my knowledge, the financial statements, and other financial informationincluded in this quarterly report, fairly present in all material respects thefinancial condition, results of operations and cash flows of the registrant asof, and for, the periods presented in this quarterly report.

 

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 we have:

 

(a)                                  designed such disclosure controls and procedures,or caused such disclosure controls and procedures to be designed under oursupervision, to ensure that material information relating to the registrant,including its consolidated subsidiaries, is made known to us by others withinthose entities, particularly during the period in which this quarterly reportis being prepared;

 

(b)                                 evaluated the effectiveness of the registrant’sdisclosure controls and procedures and presented in this reported our conclusionsabout the effectiveness of the disclosure controls and procedures, as of theperiod covered by this quarterly report based on such evaluation; and

 

(c)                                  designed such internal control over financialreporting, or caused such internal control over financial reporting to bedesigned under our supervision, to provide reasonable assurance regarding thereliability of financial reporting and the preparation of financial statementsfor external purposes in accordance with generally accepted accounting

 

(d)                                 Disclosed in this report any change in theregistrant’s internal control over financial reporting that occurred during theregistrant’s most recent fiscal quarter that has materially affected, or isreasonably likely to materially affect, the registrant’s internal control overfinancial 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 equivalentfunction):

 

(a)                                  all significant deficiencies and materialweaknesses in the design or operation of internal controls over financialreporting which are reasonably likely to adversely affect the registrant’sability to record, process, summarize and report financial information; and

 

(b)                              any fraud, whether or not material, that involvesmanagement or other employees who have a significant role in the registrant’sinternal control over financial reporting.

 

 
|                     | /s/ GARY W. NIELSON                                                                                                                                                                                         |
|--------------------------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| Date:  May 11, 2004 | Gary W. Nielson                                                                                                                                                                                             |
|                     | Chief Financial Officer (Principal Financial  Officer) of  Cornerstone Ventures, Inc., the Managing Member of  Cornerstone Industrial Properties, LLC, the Managing  Member of Cornerstone Realty Fund, LLC |

 

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