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EXHIBIT 31.2

CERTIFICATION

I, Joseph V. Green, certify that:



| | 1. |  | I have reviewed this quarterly report on Form 10-Q for the
quarter ended September 30, 2003 of Winston Hotels, Inc.;                                                                                                                                                                                      
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| | 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 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 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)) 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;         
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| | (b) [Omitted in reliance on SEC Release Nos. 33-8238 and 34-47986
Section III. E.];                                                                                                                                                                                                                                                                                                        
|
| | (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                                                                                                    
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| | (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 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):
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| | (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
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| | (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.                                                                                               

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|----------------------- |  | -----------------------
|Date: November 12, 2003 |  |                        
|                        |  |                        
|                        |  | /s/ Joseph V. Green    
|                        |  |                        
|                        |  | Joseph V. Green        
|                        |  | Chief Financial Officer