**EXHIBIT 31.2**

 

Certification of Principal Financial Officer

Pursuantto Rule 13a – 14(a),

asAdopted Pursuant to

Section 302 of the Sarbanes-Oxley Act of 2002

 

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**CERTIFICATION OF PRINCIPAL FINANCIAL OFFICEROF CNL HOSPITALITY PROPERTIES, INC**

 

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

 

I, C. Brian Strickland, the Executive Vice President and PrincipalFinancial Officer of CNL Hospitality Properties, Inc. (the “registrant”),certify that:

 

1.               I have reviewedthis annual report on Form 10-K of the registrant;

 

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

 

3.               Based on myknowledge, the financial statements, and other financial information includedin 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.               The registrant’sother certifying officer and I are responsible for establishing and maintainingdisclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e)and 15d-15(e)) for the registrant and have:

 

(a) Designed such disclosure controls and procedures, or caused suchdisclosure controls and procedures to be designed under our supervision, toensure that material information relating to the registrant, including itsconsolidated subsidiaries, is made known to us by others within those entities,particularly during 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.               The registrant’sother certifying officer and I have disclosed, based on our most recentevaluation of internal control over financial reporting, to the registrant’sauditors and the audit committee of the registrant’s board of directors:

 

(a) All significant deficiencies and material weaknesses in the designor operation of internal control over financial reporting which are reasonablylikely to adversely affect the registrant’s ability 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                                                                                    |
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| Date: March 15, 2004 |   Name: C. Brian Strickland    Executive Vice President    (Principal Financial Officer) |

 

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