**Exhibit31.2**

 

CERTIFICATION

 

I, Deborah S. Maddocks, certify that:

 

1.             I have reviewed this quarterly report onForm 10-QSB of PAULA Financial;

 

2.             Basedon my knowledge, this report does not contain any untrue statement of amaterial fact or omit to state a material fact necessary to make the statementsmade, in light of the circumstances under which such statements were made, notmisleading with respect to the period covered by this report;

 

3.             Basedon my knowledge, the financial statements, and other financial informationincluded in this 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 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-15e and 15d-15e) for the small business issuer and wehave:

 

a)            Designed suchdisclosure controls and procedures, or caused such disclosure controls andprocedures to be 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 report is being prepared;

 

b)           Evaluated theeffectiveness of the small business issuer’s disclosure controls and proceduresand presented in this report our conclusions about the effectiveness of thedisclosure controls and procedures, as of the end of the period covered by thisreport based on such evaluation; and

 

c)            Disclosed in thisreport any change in the small business issuer’s internal control overfinancial reporting that occurred during the small business issuer’s mostrecent fiscal quarter (the small business issuer’s fourth fiscal quarter in thecase of an annual report) that has materially affected, or is reasonably likelyto materially affect, the small business issuer’s internal control overfinancial reporting; and

 

5.             Thesmall business issuer’s other certifying officer and I have disclosed, based onour most recent evaluation of internal control overfinancial reporting, to the small business issuer’s auditors and the audit committeeof the small business issuer’s board of directors (or persons performing theequivalent 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 and report financialinformation; and

 

b)           Any fraud, whether ornot material, that involves management or other employees who have asignificant role in the small business issuer’s internal control over financialreporting.

 
| Date: November 15, 2004 | By:                           |  /s/  Deborah S. Maddocks |   |
|------------------------------|-------------------------------|--------------------------------|--------|
|                         | Vice President – Finance |

 

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