**Exhibit 31.2**

 

**Certification Pursuant to Section302 of**

**the Sarbanes-Oxley Act of 2002**

 

I, James R. Mulvihill, ChiefFinancial Officer of Dividend Capital Trust Inc., certify that:

 

(1)                      I have reviewed thisquarterly report on Form 10-Q of Dividend Capital Trust Inc.

 

(2)                      Based on my knowledge, thisquarterly report does not contain any untrue statement of a material fact oromit to state a material fact necessary to make the statements made, in lightof the circumstances under which such statements were made, not misleading withrespect to the period covered by this quarterly report.

 

(3)                      Based on my knowledge, thefinancial statements, and other financial information included in thisquarterly report, fairly present in all material respects the financial condition,results of operations and cash flows of the registrant as of, and for, theperiods presented in this quarterly report.

 

(4)                      The registrant’s othercertifying officers and I are responsible for establishing and maintainingdisclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and15d-14) for the registrant and have:

 

(a)                      designed such disclosurecontrols and procedures to ensure that material information relating to theregistrant, including its consolidated subsidiaries, is made known to us byothers within those entities, particularly during the period in which thisquarterly report is being prepared;

 

(b)                     evaluated the effectivenessof the registrant’s disclosure controls and procedures as of a date within 90days prior to the filing date of this quarterly report (the “Evaluation Date”);and

 

(c)                      presented in this quarterlyreport our conclusions about the effectiveness of the disclosure controls andprocedures based on our evaluation as of the Evaluation Date.

 

(5)                      The registrant’s othercertifying officers and I have disclosed, based on our most recent evaluation,to the registrant’s auditors and the audit committee of registrant’s board ofdirectors (or persons performing the equivalent functions):

 

(a)                      all significant deficienciesin the design or operation of internal controls which could adversely affectthe registrant’s ability to record, process,

 

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summarize and report financial data and have identified for theregistrant’s auditors any material weaknesses in internal controls; and

 

(b)                     any fraud, whether or notmaterial, that involves management or other employees who have a significantrole in the registrant’s internal controls.

 

(6)                      The registrant’s othercertifying officers and I have indicated in this quarterly report whether therewere significant changes in internal controls or in other factors that couldsignificantly affect internal controls subsequent to the date of our mostrecent evaluation, including any corrective actions with regard to significantdeficiencies and material weaknesses.

 

 
| Date: August 13, 2003 | */s/*James  R. Mulvihill   |   |
|-----------------------|----------------------------|--------|
|                  | James R. Mulvihill         |
|                  | *Chief Financial  Officer* |

 

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