UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.   20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934
Amendment No. 3

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

Convertible Preferred Stock, Series A
(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)

June 27, 1997
(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 REAPORTING
PERSON WITH:

(7)    SOLE VOTING POWER

       701,237

(8)    SHARED VOTING POWER

       0

(9)    SOLE DISPOSITIVE POWER

       701,237

(10)   SHARED DISPOSITIVE POWER

       0

(11)   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
       PERSON

       701,237

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

       /  /

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

       11.8%

(14)   TYPE OF REPORTING PERSON

       IN


SCHEDULE 13D

This amends and supplements the Statement on Schedule 13D filed
with the Commission by John Pappajohn (the "Purchaser") 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, the Purchaser
beneficially owned an aggregate of 508,519 shares of Common Stock,
142,857 shares of Series A Preferred Stock and Warrants to
purchase another 49,951 shares of Common Stock.  Such shares of
Common Stock and the Warrants represent 11.8% of the outstanding
Common Stock of the Company based upon 5,943,164 shares of Common
Stock actually outstanding as of June 27, 1997, assuming
conversion of all of the Purchaser's Series A Preferred Stock and
Warrants into Common Stock.

     b)  The Purchaser 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 June 27, 1997 the Purchaser bought 142,857 shares of
Series A Preferred Stock in a private placement of the Company for
an aggregate purchase price of $250,000 at an average price of
$1.75 per share.  In connection with this purchase, the Purchaser
received Warrants to purchase 35,714 shares at $1.75 per share.

     (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 2, 1997

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