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-KA 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 consolidated financial statements, and other financial
information included in this annual report, fairly present in all material
respects the consolidated 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 officer 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)) and internal control over financial reporting (as
defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) 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)  designed
such internal control over financial reporting, or caused such internal control
over financial reporting to be designed under our supervision, to provide
reasonable assurance regarding the reliability of financial reporting and the
preparation of consolidated financial statements for external purposes in
accordance with generally accepted accounting principles in the United
States;




(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




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





(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.





April 8,
2009





/s/
      Andrew J. DennardBy:  Andrew
      J. Dennard,Chief
      Financial
Officer