EXHIBIT 31.2

    Certification of Principal ACCOUNTING Officer pursuant to
          Section 302 of the Sarbanes-Oxley Act of 2002

    I, Mitchell T. Godfrey, Chief Financial Officer of Bacterin International,
Inc. (the Registrant") certify that:

    1.      I have reviewed this quarterly report on Form 10-QSB of the
Registrant;

    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 officers 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
subsidiaries, 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;

    5.     The Registrant's other certifying officers and I have disclosed,
based on our most recent evaluation, to the Registrant's auditors and the
audit committee of Registrant's board of directors (or persons performing the
equivalent functions):

    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 officers and I have indicated in
this quarterly report whether or not 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.

Date: August 17, 2004            /s/ Mitchell T. Godfrey
                                 --------------------------------------------
                                 Mitchell T. Godfrey, Chief Financial Officer