**Exhibit 31.2**

 

**SECTION 302CERTIFICATION OF PRINCIPAL CHIEF FINANCIAL OFFICER**

 

**I,Robyn B. Mabe, certify that:**

 

1.                                     Ihave reviewed this quarterly report on Form 10-Q of Western SizzliNCorporation;

 

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 statementmade, in light of the circumstances under which such statements were made, notmisleading with respect to the period 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 Act Rules 13a-15(e) and15d-15(e) and internal control over financial reporting (as definedin Exchange Act Rules 13a-15(f) and 15d-15(f) forthe registrant and have:

 

(a)        Designedsuch disclosure controls and procedures, or caused such disclosure controls andprocedures to be designed under our supervision, to ensure that material informationrelating to the registrant, including its consolidated subsidiaries, is madeknown to us by others within those entities, particularly during the period inwhich this annual report is being prepared;

 

(b)         Designed such internalcontrol over financial reporting, or caused such internal control overfinancial reporting to be designed under our supervision, to provide reasonableassurance regarding the reliability of financial reporting and the preparationof financial statements for external purposes in accordance with generallyaccepted accounting principles;

 

(c)          Evaluated theeffectiveness of the registrant’s disclosure controls and procedures  and presented in this report our conclusionsabout the effectiveness of the disclosure controls and procedures, as of theend of the period covered by this report based on such evaluation; and

 

(d)         Disclosed in this reportany change in the registrant’s internal control over financial reporting thatoccurred during the registrant’s most recent fiscal quarter (the registrant’sfourth fiscal quarter in the case of an annual report) that has materiallyaffected, or is reasonably likely to materially affect, the registrant’sinternal 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 significantdeficiencies and material weaknesses in the design or operation of internalcontrol over financial reporting which are reasonably likely to adverselyaffect the registrant’s ability to record, process, summarize and reportfinancial information; and

 

b.)          Any fraud, whether ornot material, that involves management or other employees who have asignificant role in the registrant’s internal controls over financialreporting.

 

Date:  May 16, 2005
|   | /s/ Robyn B. Mabe       |   |
|--------|-------------------------|--------|
|   | Robyn B. Mabe           |
|   | Chief Financial Officer |

 

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