**Exhibit 31.2**

 

**CertificationPursuant to Rule 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, Chief Financial Officer ofVICORP Restaurants, Inc., certify that:

 

1. I have reviewed thisquarterly report on Form 10-Q of VICORP Restaurants, Inc.;

 

2. Based on myknowledge, this quarterly report does not contain any untrue statement of amaterial fact or omit to state a material fact necessary to make the statementsmade, in light of the circumstances under which such statements were made, notmisleading with respect to the period covered by this quarterly report;

 

3. Based on myknowledge, the financial statements, and other financial information includedin this quarterly report, fairly present in all material respects the financialcondition, results of operations and cash flows of the registrant as of, andfor, the periods presented in this quarterly report;

 

4. The registrant’sother certifying officer and I are responsible for establishing and maintainingdisclosure 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 disclosurecontrols and procedures to be designed under our supervision, to ensure thatmaterial information relating to the registrant, including its consolidatedsubsidiaries, is made known to us by others within those entities, particularlyduring the period in which this quarterly report is being prepared;

 

(b)Evaluated the effectiveness of the registrant’s disclosure controls andprocedures and presented in this quarterly report our conclusions about theeffectiveness of the disclosure controls and procedures, as of the end of theperiod covered by this quarterly report based on such evaluation; and

 

(c)Disclosed in this quarterly report any change in the registrant’s internalcontrol over financial reporting that occurred during the registrant’s mostrecent fiscal quarter (the registrant’s fourth fiscal quarter in the case of anannual report) that has materially affected, or is reasonably likely tomaterially affect, the registrant’s internal control over financial reporting;and

 

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 the registrant’s board of directors (or persons performingthe equivalent functions):

 

(a)all significant deficiencies and material weaknesses in the design or operationof internal control over financial reporting which are reasonably likely toadversely affect the registrant’s ability to record, process, summarize andreport financial information; and

 

(b)any fraud, whether or not material, that involves management or other employeeswho have a significant role in the registrant’s internal control over financialreporting. 

 

 
| Date:  April 15, 2005 | /s/ Anthony Carroll     |   |
|----------------------------|-------------------------|--------|
|                       | Anthony Carroll         |
|                       | Chief Financial Officer |

 

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