**Exhibit 31.2**

 

**CERTIFICATIONS**

 

I, Sharon C. Kaiser, certify that:

 

1.                                       Ihave reviewed this annual report on Form 10-K of Cornerstone Growth &Income REIT, Inc.;

 

2.                                       Basedon my knowledge, this annual 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 annual report; and

 

3.                                       Basedon my knowledge, the financial statements, and other financial informationincluded in this annual 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 annual 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 annual report isbeing 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 annual report based on such evaluation; and

 

(c)                                  disclosed in this report any change in theregistrant’s internal control over financial reporting that occurred during theregistrant’s most recent fiscal quarter that has materially affected, or isreasonably likely to materially affect, the registrant’s internal control overfinancial reporting; and

 

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/ SHARON C. KAISER                                                                    |
|--------|---------------------------|-----------------------------------------------------------------------------------------|
|   | Date: March 14, 2008 | Sharon C. Kaiser                                                                        |
|   |                      | Chief Financial Officer (Principal Financial Officer  and Principal Accounting Officer) |

 

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