**Exhibit31.2**

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**CERTIFICATIONSOF PRINCIPAL FINANCIAL OFFICER**

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I, Gary W. Nielson, certify that:

 

1.     I have reviewed this quarterly report on Form 10-Q ofCornerstone Realty Fund, LLC;

 

2.     Based on my knowledge, this quarterly report does not containany untrue statement of a material fact or omit to state a material factnecessary to make the statements made, in light of the circumstances underwhich such statements were made, not misleading with respect to the periodcovered by this quarterly report; and

 

3.     Based on my knowledge, the financial statements, and otherfinancial information included in this quarterly report, fairly present in allmaterial respects the financial condition, results of operations and cash flowsof the registrant as of, and for, the periods presented in this quarterlyreport.

 

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

 

(a)     designed such disclosure controls and procedures, or caused suchdisclosure controls and procedures to be designed under our supervision, 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’s disclosurecontrols and procedures and presented in this reported our conclusions aboutthe effectiveness of the disclosure controls and procedures, as of the periodcovered by this quarterly report based on such evaluation;

 

(c)     designed such internal control over financial reporting, orcaused such internal control over financial reporting to be designed under oursupervision, to provide reasonable assurance regarding the reliability offinancial reporting and the preparation of financial statements for externalpurposes in accordance with generally accepted accounting; and

 

(d)     disclosed in this report any change in the registrant’s internalcontrol over financial reporting that occurred during the registrant’s mostrecent fiscal quarter that has materially affected, or is reasonably likely tomaterially affect, the registrant’s internal control over financial reporting.

 

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 registrant’s board of directors (or persons performing theequivalent function):

 

(a)     all significant deficiencies and material weaknesses in thedesign or operation of internal controls over financial reporting which arereasonably likely to adversely affect the registrant’s ability to record,process, summarize and report financial information; and

 

(b)     any fraud, whether or not material, that involves management orother employees who have a significant role in the registrant’s internalcontrol over financial reporting.

 

 
|                             |   /s/ GARY W.  NIELSON                                                                                                                                                                            |
|----------------------------------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| Date:  August 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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