PAPPAJOHN JOHN
SC 13D, 1999-07-29
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.   20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934
Amendment No. 9

PACE HEALTH MANAGEMENT SYSTEMS, INC.
(Name of Issuer)

Common Stock
(Title Class of Securities)

693723108
(CUSIP Number)

Mr. John Pappajohn
Equity Dynamics, Inc.
2116 Financial Center
Des Moines, Iowa  50309
515-244-5746
(Name, Address and Telephone Number of Person Authorized to
 Receive Notices and Communications)

July 20, 1999
(Date of Event which Requires Filing of this Statement)

Check the following box if a fee is being paid with this
statement: /  /


(1)    NAME OF REPORTING PERSON
       S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

       John Pappajohn  ###-##-####

(2)    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

       (a)  /  /
       (b)  /  /

(3)    SEC USE ONLY

(4)    SOURCE OF FUNDS

       PF

(5)    CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
       PURSUANT TO ITEMS 2(d) OR 2(e)

       /   /

(6)    CITIZENSHIP OR PLACE OR ORGANIZATION

       U.S.A.

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING
PERSON WITH:

(7)    SOLE VOTING POWER

       5,117,705

(8)    SHARED VOTING POWER

       0

(9)    SOLE DISPOSITIVE POWER

       5,117,705

(10)   SHARED DISPOSITIVE POWER

       0

(11)   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
       PERSON

       5,117,705

(12)   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
       CERTAIN SHARES

       /  /

(13)   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11

       40.25%

(14)   TYPE OF REPORTING PERSON

       IN


SCHEDULE 13D

This amends and supplements the Statement on Schedule 13D filed
with the Commission by John Pappajohn ("Pappajohn") with
respect to his ownership of Common Stock (the "Common Stock"), no
par value per share, Convertible Preferred Stock, Series A, no par
value per share ("Series A Preferred Stock") and Warrants to
purchase shares of Common Stock (the "Warrants") of PACE Health
Management Systems, Inc., an Iowa Corporation (the "Company").
Unless otherwise defined herein, all capitalized items used herein
shall have the meaning ascribed to them in the Statement.


Item 5.     Interest in Securities of the Issuer

     (a)  As of the date of this Statement, Mr. Pappajohn
beneficially owned an aggregate of 3,475,218 shares of Common
Stock,(assuming the conversion of 1,250,000 shares of Series A
Preferred Stock into 2,500,000 shares of Common Stock) and
Warrants to purchase another 1,642,487 shares of Common Stock.
Such shares of Common Stock and the Warrants represent 40.25% of
the outstanding Common Stock of the Company based upon 12,714,271
shares of Common Stock actually outstanding as of July 20, 1999,
assuming conversion of all of the Series A Preferred Stock and
Pappajohn's Warrants into Common Stock.

     (b)  Mr. Pappajohn has sole power to vote or direct the vote
and sole power to dispose or direct the disposition of all shares
of Common Stock and Series A Preferred Stock that he owns.

(c) On July 20, 1999 Mr. Pappajohn purchased 466,699 Shares
of Common Stock, 625,000 shares of Series A Preferred Stock, and
Warrants to purchase another 369,320 shares of Common Stock for an
aggregate price of $268,750.

     (d - e)  Not applicable.


Item 6.     Contracts, Arrangements, Understandings or
            Relationships with Respect to Securities of Issuer

     Not applicable.


Item 7.     Material to be Filed as Exhibits

     Not applicable.


Item 8.  Certification and Signature:

After reasonable inquiry and to the best of my knowledge and
belief, the undersigned certifies that the information set forth
in this Statement is true, complete and correct.


Dated:  July 28, 1999

/s/ John Pappajohn
- -------------------
John Pappajohn





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