**Exhibit 31.2**

 

**CERTIFICATION**

 

I, Tracy S. Clifford,certify that:

 

1.             I have reviewed thisQuarterly Report on Form 10-Q of Golf Trust of America, Inc;

 

2.             Based on my knowledge, thisquarterly report does not contain any untrue statement of a material fact oromit to state a material fact necessary to make the statements made, in lightof the circumstances under which such statements were made, not misleading withrespect to the period covered by this quarterly report;

 

3.             Based on my knowledge, thefinancial statements, and other financial information included in thisquarterly 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 quarterly report;

 

4.             The Registrant’s othercertifying officer and I are responsible for establishing and maintainingdisclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the Registrant and have:

 

(a)           Designed such disclosurecontrols and procedures, or caused such disclosure controls and procedures tobe designed under our supervision, to ensure that material information relatingto the Registrant, including its consolidated subsidiaries, is made known to usby others within those entities, particularly during the period in which thisquarterly report is being prepared;

 

(b)           Designed suchinternal control 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 andpresented in this quarterly report our conclusions about the effectiveness ofthe disclosure controls and procedures, as of the end of the period covered bythis quarterly report based on such evaluation; and

 

(d)           Disclosed inthis quarterly report any change in the Registrant’s internal control overfinancial reporting that occurred during the Registrant’s most recent fiscalquarter (the Registrant’s fourth fiscal quarter in the case of an AnnualReport) that has materially affected, or is reasonably likely to materiallyaffect, the Registrant’s internal control over financial reporting, includingany corrective actions with regard to significant deficiencies and materialweaknesses; and

 

5.             The Registrant’s othercertifying officer and I have disclosed, based on our most recent evaluation ofinternal control over financial reporting, to the Registrant’s auditors and theaudit committee of the Registrant’s board of directors (or persons performingthe equivalent functions):

 

(a)           All significant deficienciesand material weaknesses in the design or operation of internal control overfinancial reporting which are reasonably likely to adversely affect theRegistrant’s ability to record, process, summarize and report financialinformation; and

 

(b)           Any fraud, whether or notmaterial, that involves management or other employees who have a significantrole in the Registrant’s internal control over financial reporting.

 
|                        |     |                                     |
|------------------------|----------|------------------------------------------|
| November 14, 2008 |     | /s/ Tracy S. Clifford                    |
|                   |     | Tracy S. Clifford                        |
| * *               | * * | *Chief Financial Officer and  Secretary* |

 

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