**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 quarterly reportdoes not contain any untrue statement of a material fact or omit to state amaterial fact necessary to make the statements made, in light of thecircumstances under which such statements were made, not misleading withrespect to the period covered by this quarterly report; and

 

3.               Based on my knowledge, the financialstatements, and other financial information included in this quarterly report,fairly present in all material respects the financial condition, results ofoperations and cash flows of the registrant as of, and for, the periodspresented in this quarterly report.

 

4.               The registrant’s other certifying officer and I areresponsible for establishing and maintaining disclosure controls and procedures(as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and wehave:

 

(a)          designed such disclosure controls and procedures toensure that material information relating to the registrant, including itsconsolidated subsidiaries, is made known to us by others within those entities,particularly during the period in which this quarterly report is beingprepared;

 

(b)         evaluated the effectiveness of the registrant’sdisclosure controls and procedures as of a date within 90 days prior to thefiling date of this quarterly report (the “Evaluation Date”); and

 

(c)          presented in this quarterly report our conclusions aboutthe effectiveness of the disclosure controls and procedures based on myevaluation as of the Evaluation Date;

 

5.               The registrant’s other certifying officer and I havedisclosed, based on our most recent evaluation, to the registrant’s auditorsand the audit committee of registrant’s board of directors (or personsperforming the equivalent function):

 

(a)          all significant deficiencies in the design or operationof internal controls which could adversely affect the registrant’s ability torecord, process, summarize and report financial data and have identified forthe registrant’s auditors any material weaknesses in internal controls; and

 

(b)         any fraud, whether or not material, that involvesmanagement or other employees who have a significant role in the registrant’sinternal controls; and

 

6.               The registrant’s other certifying officer and I haveindicated in this quarterly report whether or not there were significantchanges in internal controls or in other factors that could significantly affectinternal controls subsequent to the date of my most recent evaluation,including any corrective actions with regard to significant deficiencies andmaterial weaknesses.

 
|                               |    /s/ GARY W. NIELSON                                                                                                                                                                                   |
|------------------------------------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| Date:  August 13th, 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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