**Exhibit
        31.2**
 
 
 **CERTIFICATION
        PURSUANT TO**
 **SECTION
        302 OF THE SARBANES-OXLEY ACT OF 2002**
 
 
 I,
        Andrew
        J. Dennard, certify that:
 
 1.
        I have
        reviewed this report on Form 10-K of Mexican Restaurants, Inc.;
 
 2.
        Based
        on my knowledge, this 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;
 
 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 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(e) and 15d-15(e) for the Registrant and 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 report is being prepared;
 
 (b)  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
  (c)  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
  5.  The
        Registrant’s other certifying officer(s) and I have disclosed, based on our most
        recent evaluation of internal control over financial reporting, to the
        Registrant’s auditors and the audit committee of the Registrant’s board of
        directors (or persons performing the equivalent functions):
 
 (a)
        all
        significant deficiencies and material weaknesses 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
 
 (a)
              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.
 
 March
        30,
        2006
  */s/
                  Andrew J. Dennard*By:
                  Andrew J. Dennard,Chief
                  Financial Officer