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                                  EXHIBIT 31.2

CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Kenneth R. Howe, certify that:


      1. I have reviewed this annual report on Form 10-K of Agree Realty
      Corporation;

      2. Based on my knowledge, this annual 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 annual report;

      3. Based on my knowledge, the financial statements, and other financial
      information included in this annual 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 annual
      report;

      4. The registrant's other certifying officers and I are responsible for
      establishing and maintaining disclosure controls and procedures (as
      defined in Exchange Act Rules 13a-15 and 15d-14) for the registrant and we
      have:

            a) designed such disclosure controls and procedures, or caused such
            disclosure controls and procedures to be designed under our
            supervision 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 annual report is being prepared;

            b) evaluated the effectiveness of the registrant's disclosure
            controls and procedures as of the end of the period covered by this
            annual report (the "Evaluation Date"); and

            c) disclosed in this annual report any change in the registrant's
            internal control over financial reporting that occurred during the
            registrant's fourth fiscal quarter that has materially affected or
            is reasonably likely to materially affect, the registrant's internal
            control over financial reporting.

      5. The registrant's other certifying officers and I have disclosed, based
      on our most recent evaluation, to the registrant's independent auditors
      and the audit committee of registrant's board of directors (or persons
      performing the equivalent function):

            a) all significant deficiencies and material weakness in the design
            or operation of internal controls over financial reporting which are
            reasonably likely to adversely affect the registrant's ability to
            record, process, summarize and report financial information; of
            internal control over financial reporting; and

            b) any fraud, whether or not material, that involves management or
            other employees who have a significant role in the registrant's
            internal controls; and

      6. The registrant's other certifying officers and I have indicated in this
      annual report whether or not there were significant changes in internal
      controls or in other factors that could significantly affect internal
      controls subsequent to the date of our most recent evaluation, including
      any corrective actions with regard to significant deficiencies and
      material weaknesses.

Date: March 11, 2005                       /s/ Kenneth R. Howe
                                           -------------------

                                           Name:  Kenneth R. Howe
                                           Title: Vice President, Finance