**Exhibit 31.2**

 

**CERTIFICATION**

 

I, Ralph E. Hanson,Treasurer of Pace Medical, Inc., certify that:

 

1.                                       Ihave reviewed this quarterly report on Form 10-QSB of Pace Medical, Inc.;

 

2.                                       Basedon my knowledge, this report does not contain any untrue statement of amaterial fact or omit to state a material fact necessary to make the statementsmade, in light of the circumstances under which such statements were made, notmisleading with respect to the period covered by this report;

 

3.                                       Basedon my knowledge, the financial statements, and other financial informationincluded in this report, fairly present in all material respects the financialcondition, results of operations and cash flows of the small business issuer asof, and for, the periods presented in this report;

 

4.                                       The small business issuer’s other certifyingofficer and I are responsible for establishing and maintaining disclosurecontrols and procedures (as defined in Exchange Act Rules 13a-15(e) and15d-15(e) for the small business issuer and have:

 

**a)**              designed such disclosure controls and procedures, or caused suchdisclosure controls and procedures to be designed under our supervision, toensure that material information relating to the small business issuer,including its consolidated subsidiaries, is made known to me by others withinthose entities, particularly during the period in which this report is beingprepared;

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b)             evaluated theeffectiveness of the small business issuer’s disclosure controls and proceduresand presented in this report our conclusions about the effectiveness of thedisclosure controls and procedures, as of the end of the period covered by thisreport based such evaluation; and

 

c)              disclosed in thisreport any change in the small business issuer’s internal control overfinancial reporting that occurred during the small business issuer’s mostrecent fiscal quarter that has materially affected, or is reasonably likely tomaterially affect, the small business issuer’s internal control over financialreporting; and

 

5.                                       Thesmall business issuer’s other certifying officer and I have disclosed, based onour most recent evaluation of internal control over financial reporting, to thesmall business issuer’s auditors and the audit committee of the small businessissuer’s board of directors (or persons performing the equivalent functions):

 

a)              all significantdeficiencies and material weaknesses in the design or operation of internalcontrols over financial reporting which are reasonably likely to adversely 

 

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affect the small businessissuer’s ability to record, process, summarize and report financialinformation; and

 

b)             any fraud, whether ornot material, that involves management or other employees who have asignificant role in the small business issuer’s internal control over financialreporting.

 

 
|   |   | Date: August 12,  2005 |   |
|--------|--------|-----------------------------|--------|
|   |   |                        |   |
|   |   |                        |   |
|   |   | /s/ Ralph E. Hanson         |   |
|   |   | Ralph  E. Hanson,           |   |
|   |   | Treasurer                   |   |

 

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