**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 for the year ended December 31, 2006 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





(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.





March
      30,
      2007




*/s/
                Andrew J. Dennard*By:
                Andrew J. Dennard,Chief
                Financial
                Officer