Exhibit 31.2


                                  CERTIFICATION


I, Richard V. Schmitz,  Co-Chief Executive Officer of Matrix Bancorp,  Inc. (the
"Registrant"), certify that:

     1.   I have reviewed this report on Form 10-K of Matrix Bancorp, Inc.;

     2.   Based on my  knowledge,  this  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 as 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 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 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:

          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 controls over financial reporting.



                                                /s/ D. Mark Spencer
                                                --------------------------------
                                                Richard V. Schmitz
                                                Co-Chief Executive Officer
                                                March 12, 2004