**Exhibit 31.2**

 

**CERTIFICATIONSOF PRINCIPAL FINANCIAL OFFICER**

 

I, Gary W. Nielson, certify that:

 

1.                    I have reviewed this quarterly report on Form 10-Qof 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 Iare responsible for establishing and maintaining disclosure controls andprocedures (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 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’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 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; 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 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: August 12, 2005 | 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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