The purpose of this study is to verify the mediating effect of pay satisfaction on the relation between procedural justice and organizational commitment. A survey was conducted to examine the mediating effect of pay satisfaction on the responses of 529 employees. The study chose sex, age, education, position, job type and career as control variable, and the regression model which treated procedural justice as independent variable and organizational commitment as criterion variables were set. A pay satisfaction was supposed as mediating variable of these relationships. The data analysis was conducted by SAS 9.4ver and LISREL 8.80. The results of this study confirm underneath the followings. First, the relation of procedural justice and organizational commitment are significantly unique. Second, procedural justice are positively related to pay satisfaction. Third, pay satisfaction is significantly positively related to organizational commitment. Fourth, the pay satisfaction is partially mediated on the relationship between procedural justice and organizational commitment. This means that the pay satisfaction mediates the relation of procedural justice and organizational commitment. These results are different from the prior researches which had treated pay satisfaction as mediating variable of procedural justice and organizational commitment. Based on the findings of the study, this study presented managerial implications and suggestions for future studies.