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<FILENAME>rcert312-123103.txt            Exhibit 31.2

CERTIFICATIONS

CERTIFICATION OF CHIEF FINANCIAL OFFICER

I, David Robinson, Chief Financial Officer, certify that:

1.    I have reviewed this report on Form 10-Q of Uptowner
         Inns, Inc.;

2.	Based on my knowledge, this quarterly 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 quarterly report;

3.	Based on my knowledge, the financial statements, and
other financial information included in this quarterly
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 quarterly 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-14 and 15d-14) for the registrant and have:

a)	designed such disclosure controls and procedures
to ensure that material information relating to
the registrant, including its consolidated
subsidiary is made known to us by others within
those entities, particularly during the period
in which this quarterly report is being
prepared;

b)	evaluated the effectiveness of the registrant's
disclosure controls and procedures as of a date
within 90 days prior to the filing date of this
quarterly report (the "Evaluation Date"); and

c)	presented in this quarterly report our
conclusions about the effectiveness of the
disclosure controls and procedures based on our
evaluation as of the Evaluation Date;







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         5.	The registrant's other certifying officer and I have
disclosed, based on our most recent evaluation, to the
registrant's auditors and the audit committee of the
registrant's board of directors:

a)	all significant deficiencies in the design or
operation of internal controls which could
adversely affect the registrant's ability to
record, process, summarize and report financial
data and have identified for the registrant's
auditors any material weaknesses in internal
controls; and

b)	any fraud, whether or not material, that
involves
management or other employees who have a
significant role in the registrant's internal
controls; and


6.	The registrant's other certifying officer and I have
indicated
in this quarterly report whether there were significant
changes in internal controls or in other factors that
could significantly affect internal controls subsequent
to the date of our most recent evaluation, including any
corrective actions with regard to significant
deficiencies and material weaknesses.



	/s/ David Robinson
	Chief Financial Officer
	February 16, 2004





















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