**Exhibit 31.2**

 

CERTIFICATION

 

I, William G. Taves, certify that:

 
| 1.     |   | I have reviewed this  quarterly report on Form 10-Q of American Restaurant Group, Inc.;                                                                                                                                                                                                                                  |
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|   |   |                                                                                                                                                                                                                                                                                                                     |
| 2.     |   | Based on my knowledge,  this quarterly report does not contain any untrue statement of a material  fact or omit to state a material fact necessary to make the statements made,  in light of the circumstances under which such statements were made, not  misleading with respect to the period covered by this report; |
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| 3.     |   | Based on my knowledge, the  financial statements, and other financial information included in this  quarterly report, fairly present in all material respects the financial  condition, results of operations, and cash flows of the registrant as of, and  for, the periods presented in this report;                   |
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| 4.     |   | The registrant’s other  certifying officer(s) and I are responsible for establishing and maintaining  disclosure 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 to ensure that material information relating to the  registrant, including its consolidated subsidiaries, is made known to us by  others within those entities, particularly during the period in which this  quarterly report is being prepared; |
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|   |   | b)                                                                                                                                                                                                                                                                                                                       | [omitted] |
|   |   |                                                                                                                                                                                                                                                                                                                     |   |
|   |   | c)                                                                                                                                                                                                                                                                                                                       | evaluated the  effectiveness of the registrant’s disclosure controls and procedures and  presented in this report our conclusions about the effectiveness of the  disclosure controls and procedures, as of the end of the period covered by  this report based on such evaluation; and |
|   |   |                                                                                                                                                                                                                                                                                                                     |   |
|   |   | d)                                                                                                                                                                                                                                                                                                                       | disclosed in this report  any change in the registrant’s internal control over financial reporting that  occurred during the registrant’s most recent fiscal quarter (the registrant’s  fourth fiscal quarter in the case of an annual report) that has materially  affected, or is reasonably likely to materially affect, the registrant’s  internal control over financial reporting; and |
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| 5.     |   | The  registrant’s other certifying officers and I have disclosed, based on our  most recent evaluation, to the registrant’s auditors and the audit committee  of registrant’s board of directors (or persons performing the equivalent  functions):                                                       |
|   |   |                                                                                                                                                                                                                                                                                                                     |   |
|   |   | a)                                                                                                                                                                                                                                                                                                                       | all significant  deficiencies in the design or operation of internal control over financial  reporting which are reasonably likely 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 or other employees who have a significant  role in the registrant’s internal control over financial reporting. |

 

 
| Date: August 12, 2004 |                    |
|-----------------------|-------------------------|
|                  |                    |
| * *              | */s/ William G. Taves*  | * * |
|                  | William G. Taves        |
|                  | Chief Financial Officer |

 

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