U.S. SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                   FORM 10-QSB

                   QUARTERLY REPORT UNDER SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934


For the quarter ended:                                   Commission File Number:
    June 30, 2000                                                0-27554
----------------------                                   -----------------------

                      PACE Health Management Systems, Inc.
                      ------------------------------------
        (Exact name of small business issuer as specified in its charter)

            Iowa                                         42-1297992
-------------------------------             ------------------------------------
(State or other jurisdiction of             (IRS Employer Identification Number)
incorporation or organization)

                              2116 Financial Center
                                   666 Walnut
                              Des Moines, IA 50309
              ----------------------------------------------------
              (Address and zip code of principal executive offices)


                                 (515) 244-5746
                -----------------------------------------------
                Issuer's telephone -number, including area code)

Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12
months (or for such shorter period that the registrant was required to file such
reports), and (2) has been subject of the filing requirements for at least the
past 90 days. YES __X__ NO _____

State the number of shares outstanding of each of the issuer's classes of common
stock, as of the latest practicable date:

                                               Number of Shares Outstanding
               Class                                  July 28, 2000
               -----                                  -------------
          Common Stock, no par                           5,716,074

Transitional Small Business Disclosure Format (Check one):
                                                           YES _____   NO __X__.



                                       1
<PAGE>




                      PACE HEALTH MANAGEMENT SYSTEMS, INC.

                          PART I. FINANCIAL INFORMATION


  ITEM 1.  FINANCIAL STATEMENTS                                    Page
                                                                  ------

  Condensed Balance Sheets
        June 30, 2000 and December 31, 1999                           3

  Condensed Statements of Operations
        Three Months and Six Months Ended June 30, 2000 and 1999      4

  Condensed Statements of Cash Flows
        Six Months Ended June 30, 2000 and 1999                       5

  Notes to Condensed Financial Statements                             6

  ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR
        PLAN OF OPERATION                                             7


                           PART II. OTHER INFORMATION

  ITEM 1.  LEGAL PROCEEDINGS                                          9

  ITEM 2.  CHANGES IN SECURITIES                                      9

  ITEM 3.  DEFAULTS UPON SENIOR SECURITIES                            9

  ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS        9

  ITEM 5.  OTHER INFORMATION                                          9

  ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K                           9





                                       2
<PAGE>




                          PART 1. FINANCIAL INFORMATION

ITEM  1.  FINANCIAL STATEMENTS

PACE HEALTH MANAGEMENT SYSTEMS, INC.
CONDENSED BALANCE SHEETS
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                     JUNE 30, 2000     DEC. 31, 1999
                                                                     -------------     -------------
<S>                                                                   <C>               <C>
ASSETS
CURRENT ASSETS:
      Cash and cash equivalents                                       $  1,956,457      $  1,916,974
      Restricted escrow account                                            205,759           200,042
      Accounts receivable, net                                                 320               520
      Prepaid Insurance                                                     20,417                --
                                                                      ------------      ------------
                                                                      $  2,182,953      $  2,117,536
                                                                      ============      ============

LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
      Accounts payable and accrued expenses                           $         --      $     11,944
                                                                      ------------      ------------
            TOTAL CURRENT LIABILITIES                                           --            11,944
                                                                      ------------      ------------

SHAREHOLDERS' EQUITY:
      Convertible participating preferred stock, Series A,
            no par value; issued and outstanding 2,875,000 shares        2,875,000         2,875,000
      Common stock, no par value, issued and outstanding
            2000 5,716,074; 1999 5,567,436 shares                       17,065,136        17,002,272
      Additional paid-in capital                                           673,486           673,486
      Accumulated deficit                                              (18,430,669)      (18,445,166)
                                                                      ------------      ------------
                                                                         2,182,953         2,105,592
                                                                      ------------      ------------
                                                                      $  2,182,953      $  2,117,536
                                                                      ============      ============
</TABLE>

  See Notes to Condensed Financial Statements.




                                       3
<PAGE>



PACE HEALTH MANAGEMENT SYSTEMS, INC.
CONDENSED STATEMENTS OF OPERATIONS
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                         THREE MONTHS ENDED              SIX MONTHS ENDED
                                                             JUNE 30,                         JUNE 30,
                                                  ----------------------------      ----------------------------
                                                     2000             1999             2000             1999
                                                  -----------      -----------      -----------      -----------
<S>                                               <C>              <C>              <C>              <C>
NET REVENUES                                      $        --      $        --      $        --      $        --
                                                  -----------      -----------      -----------      -----------

COSTS AND EXPENSES
      General and administrative                       24,588           57,948           38,346          110,377
                                                  -----------      -----------      -----------      -----------
                                                       24,588           57,948           38,346          110,377
                                                  -----------      -----------      -----------      -----------

            (LOSS) FROM OPERATIONS                    (24,588)         (57,948)         (38,346)        (110,377)

INTEREST INCOME                                        28,068           20,686           52,843           41,989
                                                  -----------      -----------      -----------      -----------

            INCOME (LOSS) BEFORE INCOME TAXES           3,480          (37,262)          14,497          (68,388)

PROVISION FOR INCOME TAXES                                 --               --               --               --
                                                  -----------      -----------      -----------      -----------
            NET INCOME (LOSS)                     $     3,480      $   (37,262)     $    14,497      $   (68,388)
                                                  ===========      ===========      ===========      ===========

LOSS PER SHARE
      Basic                                       $      0.00      $     (0.01)     $      0.00      $     (0.01)
                                                  ===========      ===========      ===========      ===========
      Fully diluted                               $      0.00      $     (0.02)     $      0.00      $     (0.03)
                                                  ===========      ===========      ===========      ===========

WEIGHTED AVERAGE NUMBER OF
      COMMON AND COMMON
      EQUIVALENT SHARES
      OUTSTANDING                                   5,703,801        5,321,784        5,650,968        5,321,784
                                                  ===========      ===========      ===========      ===========

</TABLE>



See Notes to Condensed Financial Statements

                                       4


<PAGE>



PACE HEALTH MANAGEMENT SYSTEMS, INC.
CONDENSED STATEMENTS OF CASH FLOWS
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                                SIX MONTHS ENDED
                                                                                     JUNE 30,
                                                                            ----------------------------
CASH FLOWS FROM OPERATING ACTIVITIES                                           2000             1999
                                                                            -----------      -----------
<S>                                                                         <C>              <C>
Net income (loss)                                                           $    14,497      $   (68,388)
Change in assets and liabilities:
      Decrease in accounts receivable                                               200            1,678
      (Increase) decrease in other current assets                               (26,134)           4,681
      (Decrease) in accounts payable and accrued expenses                       (11,944)          (5,596)
                                                                            -----------      -----------
            NET CASH (USED IN) OPERATING ACTIVITIES                             (23,381)         (67,625)
                                                                            -----------      -----------

CASH FLOWS FROM FINANCING ACTIVITIES
      Proceeds from the exercise of stock options                                62,864               --
                                                                            -----------      -----------
      NET CASH PROVIDED BY FINANCING ACTIVITIES                                  62,864               --
                                                                            -----------      -----------

      NET INCREASE (DECREASE) IN UNRESTRICTED CASH AND CASH EQUIVALENTS          39,483          (67,625)

UNRESTRICTED CASH AND CASH EQUIVALENTS
Beginning                                                                     1,916,974        1,312,984
                                                                            -----------      -----------
Ending                                                                      $ 1,956,457      $ 1,245,359
                                                                            ===========      ===========

</TABLE>



See Notes to Condensed Financial Statements




                                       5
<PAGE>


PACE HEALTH MANAGEMENT SYSTEMS, INC.
NOTES TO CONDENSED FINANCIAL STATEMENTS
--------------------------------------------------------------------------------

NOTE 1.  BASIS OF PRESENTATION

The accompanying financial information should be read in conjunction with the
annual financial statements and notes thereto for the year ended December 31,
1999. The financial information included herein is unaudited; such information
reflects all adjustments, which, in the opinion of management, are necessary in
order to make the financial statements not misleading.

The results of operations for the three months and six months are not
necessarily indicative of the results to be expected for the entire fiscal year.

NOTE 2.  CASH AND RESTRICTED CASH

On October 7, 1998, the Company completed the sale of substantially all of its
assets to, and the assumption of certain of its liabilities by, Minnesota Mining
and Manufacturing Company ("3M") (the "Transaction").

The purchase price of the Transaction was approximately $5.9 million, including
$4.75 million in cash, of which $750,000 was originally placed in escrow to
secure the Company's indemnification obligations under the Asset Purchase
Agreement, plus the assumption of substantially all of the Company's liabilities
other than $2.1 million in line of credit balances, which were paid off from
proceeds at closing. Subsequent to the closing of the Transaction, the Company
agreed that $25,000 of the amount in escrow could be paid to 3M as part of a
purchase price adjustment contemplated by the Asset Purchase Agreement, leaving
an escrow balance of $725,000.

In July 1999, the Company received proceeds from the restricted escrow account
totaling approximately $525,000. At June 30, 2000, approximately $206,000
currently remains in the escrow account pending resolution of certain disputed
indemnification claims. The Company disputes all claims for indemnification and
has made no provision for indemnification claims in the financial statements.

The net proceeds from the sale will be retained by the Company pending a
determination of whether to engage in a follow-on transaction. The Company has
been seeking a business combination with another entity, before considering
possible liquidation and distribution of its assets. If no suitable business
combination is identified within a reasonable period of time, the Company may
elect to liquidate and distribute the remaining net proceeds to shareholders. If
the Company liquidated at the present time, all of the net assets of the Company
would be paid to holders of the Company's preferred stock.

NOTE 3.  BASIC AND DILUTED INCOME (LOSS) PER SHARE

In February 1997, the Financial Accounting Standards Board (FASB) issued
Statement of Financial Accounting Standards (SFAS) No. 128, Earnings per Share,
which requires the Company to present basic and diluted income (loss) per share
amounts. Basic income (loss) per share is based on the weighted average number
of common shares outstanding during the period. Diluted income (loss) per share
is based on the weighted average number of common shares and dilutive potential
common shares outstanding during the period. Dilutive potential common shares
consist of stock options and warrants (using the treasury stock method) and
convertible preferred stock (using the if-converted method). Dilutive potential
common shares are excluded from the computation if their effect is
anti-dilutive.



                                       6
<PAGE>



ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

GENERAL

Prior to October 1998, PACE developed and marketed advanced patient care
management software systems that enabled healthcare providers to standardize the
delivery of care, maximize resource utilization and improve clinical outcomes.
The Company's enterprise-wide, client/server applications automated charting,
clinical workflow processes and clinical pathways. The Company's core system,
PACE CMS, was a modular suite of advanced software applications that provided
hospitals, physicians' offices, and integrated delivery systems a comprehensive
system for interdisciplinary documentation, nursing care planning, clinical
pathway management and enterprise-wide order management, all at the point of
care.

On October 7, 1998, the Company completed the sale of substantially all of its
assets to, and the assumption of certain of its liabilities by, Minnesota Mining
and Manufacturing Company ("3M") ("the Transaction"). The sale was made pursuant
to an Asset Purchase Agreement dated June 30, 1998, as amended, as described in
Company's definitive proxy statement dated September 14, 1998. The Transaction
was approved by the holders of both the common stock and the preferred stock at
a special meeting of shareholders held on October 7, 1998.

The purchase price of the Transaction was approximately $5.9 million, including
$4.75 million in cash, of which $750,000 was originally placed in escrow to
secure the Company's indemnification obligations under the Asset Purchase
Agreement, plus the assumption of substantially all of the Company's liabilities
other than $2.1 million in line of credit balances, which were paid off from
proceeds at closing. 3M offered positions to most of the Company's employees and
assumed full support of the Company's customers. Subsequent to the closing of
the Transaction, the Company agreed that $25,000 of the amount in escrow could
be paid to 3M as part of a purchase price adjustment contemplated by the Asset
Purchase Agreement, leaving an escrow balance of $725,000.

In July 1999, the Company received proceeds from the restricted escrow account
totaling approximately $525,000. At June 30, 2000, approximately $206,000
currently remains in the escrow account pending resolution of certain disputed
indemnification claims. The Company disputes all claims for indemnification and
has made no provision for indemnification claims in the financial statements.

Following the Transaction, the Company has no ongoing operations and no revenues
and has minimal operating expenses. The Company presently has no employees. The
Company's June 30, 2000 balance sheet reflects cash (including the escrow
balance pursuant to the Transaction) in excess of $2 million and no liabilities.

The net proceeds from the sale will be retained by the Company pending a
determination of whether to engage in a follow-on transaction. The Company has
been seeking a business combination with another entity, before considering
possible liquidation and distribution of its assets. The Company believes that
with the cash on hand and net operating loss carryforwards, subject to the
limitation of such carryforwards under the Internal Revenue Code, such a
combination may be attractive to potential partners and would better serve the
interests of the Company's shareholders. As of the date of this Form 10-QSB, no
definitive agreement has been signed for a follow-on transaction. If no suitable
business combination is identified within a reasonable period of time, the
Company may elect to liquidate and distribute the remaining net proceeds to
shareholders. If the Company liquidated at the present time, all of the net
assets of the Company would be paid to holders of the Company's preferred stock.



                                       7
<PAGE>



RESULTS OF OPERATIONS

GENERAL AND ADMINISTRATIVE: General and administrative expenses include salaries
and expenses for corporate administration and finance, legal, and insurance.
General and administrative expenses were $24,588 and $57,948 for the three
months ended June 30, 2000 and 1999, respectively, representing a decrease of
57.6%. General and administrative expenses were $38,346 and $110,377 for the six
months ended June 30, 2000 and 1999, respectively, representing a decrease of
65.3%. 2000 expenses consist primarily of bookkeeping costs and expenses
associated with shareholder relations and SEC reporting requirements. 1999
expenses include the above, in addition to insurance costs and salary and salary
related expenses of one employee.

INTEREST INCOME: Interest income was $28,068 and $20,686 for the three months
ended June 30, 2000 and 1999, respectively. Interest income was $52,843 and
$41,989 for the six months ended June 30, 2000 and 1999, respectively.

PROVISION FOR INCOME TAXES: No provision for income tax benefit has been
recorded due to the Company recording a valuation allowance on the deferred tax
assets.

LIQUIDITY AND CAPITAL RESOURCES

Net cash used in operating activities for the six months ended June 30, 2000 and
1999 was $23,381 and $67,625, respectively. Following the Transaction, the
Company has no ongoing operations and no revenues and has minimal operating
expenses. The Company's June 30, 2000 balance sheet reflects cash (including the
escrow balance pursuant to the Transaction) of over $2 million and no
liabilities.

Net cash provided by financing activities for the six months ended June 30, 2000
was $62,864 from the exercise of stock options.

The net proceeds from the sale will be retained by the Company pending a
determination of whether to engage in a follow-on transaction. The Company has
been seeking a business combination with another entity, before considering
possible liquidation and distribution of its assets. As of the date of this Form
10-QSB, no definitive agreement has been signed for a follow-on transaction. If
no suitable business combination is identified within a reasonable period of
time, the Company may elect to liquidate and distribute the remaining net
proceeds to shareholders. If the Company liquidated at the present time, all of
the net assets of the Company would be paid to holders of the Company's
preferred stock.



                                       8
<PAGE>



PART II.  OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS
      N/A

ITEM 2.  CHANGES IN SECURITIES
      N/A

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES
      N/A

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
      NA

ITEM 5.  OTHER INFORMATION.
      N/A

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K
      (a) Exhibits
                  Exhibit 27 Financial Data Schedule
      (b) Reports on Form 8-K
                  No reports on Form 8-K were filed during the quarter for which
                  this report is filed.



                                       9
<PAGE>



                                   SIGNATURES

In accordance with requirements of the Exchange Act, the registrant caused this
report to be signed on its behalf by the undersigned, thereunto duly authorized.


PACE HEALTH MANAGEMENT SYSTEMS, INC.
-----------------------------------
(Registrant)

          July 28, 2000                         /s/ John Pappajohn
-----------------------------------     ----------------------------------------
              Dated                          John Pappajohn, Director





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