**Exhibit 31.2**

 

**CERTIFICATIONS OF PRINCIPAL FINANCIALOFFICER**

 

I, Gary W. Nielson, certify that:

 

1.             I have reviewed this quarterly report onForm 10-Q of Cornerstone Realty Fund, LLC;

 

2.             Based on my knowledge, this quarterlyreport does not contain any untrue statement of a material fact or omit tostate a material 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-15(e) and 15d-15(e)) for the registrantand we have:

 

(a)           designed such disclosure controls and procedures, orcaused 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 ourconclusions about the effectiveness of the disclosure controls and procedures,as of the period covered by this quarterly report based on such evaluation;

 

(c)           designed such internal control over financial reporting,or caused such internal control over financial reporting to be designed underour supervision, 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’sinternal control over financial reporting that occurred during the registrant’smost recent fiscal quarter that has materially affected, or is reasonablylikely to materially affect, the registrant’s internal control over financialreporting.

 

5.             The registrant’s other certifying officer and I havedisclosed, 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 material weaknesses inthe design 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 involvesmanagement or other employees who have a significant role in the registrant’sinternal control over financial reporting.

 

 
|                   |   |       /s/ GARY W. NIELSON                                                                                                                                                               |
|------------------------|--------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| Date: November 5, 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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