I,
        G.Ross
        McDonald, Chief Financial Officer, certify that:
 
 1.  I
        have
        reviewed this annual report on Form 20-F of Atna Resources Ltd. (the
“Company”);
 
 2.  Based
        on
        my knowledge, this annual 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 annual
        report;
 
 3.  Based
        on
        my knowledge, the financial statements, and other financial information included
        in this annual report, fairly present in all material respects the financial
        condition, results of operations and cash flows of the Company as of, and
        for,
        the periods presented in this annual report;
 
 4.  The
        Company’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 Company and have:
 
 a)
              designed
                  such disclosure controls and procedures to ensure that material
                  information relating to the Company, including its consolidated
                  subsidiaries, is made known to us by others within those entities,
                  particularly during the period in which this annual report is being
                  prepared;
 b)
              evaluated
                  the effectiveness of the Company’s disclosure controls and procedures as
                  of a date within 90 days prior to the filing date of this annual
                  report
                  (the “Evaluation Date”); and
 c)
              presented
                  in this annual report our conclusions about the effectiveness of
                  the
                  disclosure controls and procedures based on our evaluation as of
                  the
                  Evaluation Date;
 
 5.  The
        Company’s other certifying officers and I have disclosed, based on our most
        recent evaluation, to the Company’s auditors and the audit committee of
        Company’s board of directors (or persons performing the equivalent
        function):
 
 a)
              all
                  significant deficiencies in the design or operation of internal
                  controls
                  which could adversely affect the Company’s ability to record, process,
                  summarize and report financial data and have identified for the
                  Company’s
                  auditors any material weaknesses in internal control;
                  and
 b)
              any
                  fraud, whether or not material, that involves management or other
                  employees who have a significant role in the Company’s internal controls;
                  and
 
 6.  The
        Company’s other certifying officers and I have indicated in this annual 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:  March
        1,
        2005
 
 
 /s/
        G.
        Ross McDonald
 G.
        Ross
        McDonald
 Chief
        Financial Officer