EXHIBIT 31.2

                    CERTIFICATION OF CHIEF FINANCIAL OFFICER

                 PURSUANT TO RULE 13a-14 AS ADOPTED PURSUANT TO
                  SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I,  Steven  D.  Shackelford,  the  Chief  Financial  Officer  of CNL  Restaurant
Properties, Inc., certify that:

   1. I have  reviewed  this  annual  report  on  Form  10-K  of CNL  Restaurant
      Properties, Inc.;

   2. Based on my  knowledge,  this  annual  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 annual 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  annual
      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 we 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 officers 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.


Date:  March 12, 2004


/s/ Steven D. Shackelford
Steven D. Shackelford
Chief Financial Officer