**Exhibit 31.2**

 

**CERTIFICATIONPURSUANT TO RULE 13a-14 AND 15d-14**

**UNDER THESECURITIES EXCHANGE ACT OF 1934, AS AMENDED**

 

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

 

1.             I have reviewed this quarterlyreport on Form 10-QSB of Crdentia Corp.;

 

2.             Based on my knowledge, thisquarterly report does not contain any untrue statement of a material fact oromit to state a material fact necessary to make the statements made, in lightof the circumstances under which such statements were made, not misleading withrespect to the period covered by this quarterly report;

 

3.             Based on my knowledge, thefinancial statements, and other financial information included in thisquarterly 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 quarterly report;

 

4.             The small business issuer’s othercertifying officer and I are responsible for establishing and maintainingdisclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e)and 15d-15(e)) for the small business issuer and we have:

 

(a)                                designedsuch disclosure controls and procedures, or caused such disclosure controls andprocedures to be designed under our supervision, to ensure that materialinformation relating to the small business issuer, including its consolidatedsubsidiaries, is made known to us by others within those entities, particularlyduring the period in which this quarterly report is being prepared;

 

(b)                               evaluatedthe effectiveness of the small business issuer’s disclosure controls andprocedures and presented in this report our conclusions about the effectivenessof the disclosure controls and procedures as of the end of the period coveredby this quarterly report based on such evaluation; and

 

(c)                                disclosedin this report any change in the small business issuer’s internal controls overfinancial reporting that occurred during the small business issuer’s most recentfiscal quarter (the small business issuer’s fourth fiscal quarter in the caseof an annual report) that has materially affected, or is reasonably likely tomaterially affect, the small business issuer’s internal control over financialreporting; and

 

5.             The small business issuer’s othercertifying officer and I have disclosed, based on our most recent evaluation ofinternal control over financial reporting, to the small business issuer’sauditors and the audit committee of the small business issuer’s board ofdirectors (or persons performing the equivalent functions):

 

(a)                                allsignificant deficiencies and material weaknesses in the design or operation ofinternal control over financial reporting which are reasonably likely toadversely affect the small business issuer’s ability to record, process,summarize and report 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: February  2, 2006 | By:    | /S/ James J. TerBeest    |   |
|-------------------------|--------|--------------------------|--------|
|                    |   | James J.  TerBeest       |
|                    |   | Chief  Financial Officer |
|                         |        |                          |        |  |

 

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