###### **Exhibit 31.2**

 

**CERTIFICATION OF PRINCIPAL FINANCIAL OFFICEROF RFS PARTNERSHIP, L.P.**

 

**PURSUANT TO RULE 13a-14(a) AS ADOPTEDPURSUANT TOSECTION 302 OF THE SARBANES-OXLEY ACT OF 2002**

 

I, C. Brian Strickland, theExecutive Vice President (principal financial officer) of RFS Partnership, L.P.(the “registrant”), certify that:

 

1.               Ihave reviewed this quarterly report on Form 10-Q of the registrant;

 

2.               Basedon my knowledge, this 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 periods covered by this report;

 

3.               Basedon my knowledge, the financial statements, and other financial informationincluded in this 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 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 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 report is being prepared;

 

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

 

(c) Disclosed in this report any change in the registrant’s internalcontrol over financial reporting that occurred during the registrant’s mostrecent fiscal quarter that has materially affected, or is reasonably likely tomaterially affect, the registrant’s internal control over financial 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 involves management orother employees who have a significant role in the registrant’s internalcontrol over financial reporting.

 
|                         |             /s/  C. Brian Strickland |                                                                                       |
|------------------------------|--------------------------------------------------------------------------------------------------|--------------------------------------------------------------------------------------------|
| Date: November 14, 2003 |                                                                                             | Name: C. Brian Strickland   Title: Executive Vice President (principal financial  officer) |
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