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  quarterly  report on Form 10-Q 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:  August 9, 2004


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