**Exhibit31.2**

**CERTIFICATION PURSUANT TO RULE 13a-14 AND 15d-14 UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED**

 

I,James J. TerBeest, Chief Financial Officer of the Registrant, Crdentia Corp.,certify that:

1.                                     Ihave reviewed this quarterly report on Form 10-QSB of Crdentia Corp.;

2.                                     Basedon my knowledge, this quarterly report does not contain any untrue statement ofa material fact or omit to state a material fact necessary to make thestatements made, in light of the circumstances under which such statements weremade, not misleading with respect to the period covered by this quarterlyreport;

3.                                       Basedon my knowledge, the financial statements, and other financial informationincluded in this quarterly report, fairly present in all material respects thefinancial condition, results of operations and cash flows of the small businessissuer as of, and for, the periods presented in this quarterly report;

4.                                       Thesmall business issuer’s other certifying officer and I are responsible forestablishing and maintaining disclosure controls and procedures (as defined inExchange Act Rules 13a-15(e) and 15d-15(e)) for the small business issuer andwe have:

(a)        designed such disclosurecontrols and procedures, or caused such disclosure controls and procedures tobe designed under our supervision, to ensure that material information relatingto the small business issuer, including its consolidated subsidiaries, is madeknown to us by others within those entities, particularly during the period inwhich this quarterly report is being prepared;

(b)       evaluated the effectivenessof the small business issuer’s disclosure controls and procedures and presentedin this report our conclusions about the effectiveness of the disclosurecontrols and procedures as of the end of the period covered by this quarterlyreport based on such evaluation; and

(c)        disclosed in this reportany change in the small business issuer’s internal controls over financialreporting that occurred during the small business issuer’s most recent fiscalquarter (the small business issuer’s fourth fiscal quarter in the case of anannual report) 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 internalcontrol over financial reporting which are reasonably likely to adverselyaffect the small business issuer’s ability to record, process, summarize andreport financial information; and

(b)       anyfraud, whether or not material, that involves management or other employees whohave a significant role in the small business issuer’s internal control overfinancial reporting.

 
| Date: November 14, 2006 |   | By:                             | /s/  James J.  TerBeest |   |
|-------------------------|--------|---------------------------------|------------------------------|--------|
|                    |   |   James J.  TerBeest       |
|                    |   |   Chief  Financial Officer |

 

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