**Exhibit 31.2**

 

**Certification Pursuant toRule 13a-14 or 15d-14 of the Securities Exchange Actof 1934, As Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of2002**

 

I, Anthony Carroll, ChiefFinancial Officer and Chief Administrative Officer of VICORP Restaurants, Inc.,certify that:

 

1. Ihave reviewed this quarterly report on Form 10-Q of VICORP Restaurants, Inc.;

 

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;

 

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. Theregistrant’s other certifying officer and I are responsible for establishingand maintaining disclosure controls and procedures (as defined in Exchange ActRules 13a-15(e) and 15d-15(e)) for the registrant and 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 quarterly report ourconclusions about the effectiveness of the disclosure controls and procedures,as of the end of the period covered by this quarterly report based on suchevaluation; and

 

(c) Disclosed in this quarterly report any change inthe registrant’s internal control over financial reporting that occurred duringthe registrant’s most recent fiscal quarter (the registrant’s fourth fiscalquarter in the case of an quarterly report) that has materially affected, or isreasonably likely to materially affect, the registrant’s internal control overfinancial reporting; and

 

5. Theregistrant’s other certifying officer and I have disclosed, based on our mostrecent evaluation of internal control over financial reporting, to theregistrant’s auditors and the audit committee of the registrant’s board ofdirectors (or persons performing the equivalent functions):

 

(a) all significant deficiencies and materialweaknesses in the design or operation of internal control 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.

 

 
| Date:  June 5, 2006 |   | /s/  Anthony Carroll                                            |   |
|---------------------|--------|-----------------------------------------------------------------|--------|
|                |   | Anthony  Carroll                                           |
|                |   | Chief  Financial Officer and Chief  Administrative Officer |

 

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