Exhibit 31.2

          CERTIFICATIONS PURSUANT TO RULE 13a-14(A) OF THE EXCHANGE ACT

I, Hope Ni, Chief Financial Officer of Comtech Group, Inc., certify that:

      1. I have reviewed this  quarterly  report on Form 10-Q of Comtech  Group,
Inc.;

      2.  Based on my  knowledge,  this  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 report;

      3. Based on my knowledge,  the financial  statements,  and other financial
information included in this report, fairly present in all material respects the
financial  condition,  results of operations and cash flows of the registrant as
of, and for, the periods presented in this report;

      4. The  registrant's  other  certifying  officer and I are responsible for
establishing and maintaining  disclosure  controls and procedures (as defined in
Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

            a. designed such disclosure controls and procedures,  or caused such
disclosure  controls and  procedures to be designed  under our  supervision,  to
ensure that  material  information  relating to the  registrant,  including  its
consolidated subsidiaries,  is made known to us by others within those entities,
particularly during the period in which this report is being prepared;

            b.  evaluated  the  effectiveness  of  the  registrant's  disclosure
controls and procedures and presented in this report our  conclusions  about the
effectiveness  of the disclosure  controls and procedures,  as of the end of the
period covered by this report based on such evaluation; and

            c. disclosed in this report any change in the registrant's  internal
control over financial  reporting  that occurred  during the  registrant's  most
recent fiscal quarter that has materially  affected,  or is reasonably likely to
materially affect, the registrant's  internal control over financial  reporting;
and

      5. The registrant's other certifying  officer and I have disclosed,  based
on our most recent evaluation of internal control over financial  reporting,  to
the  registrant's  auditors  and the audit  committee of  registrant's  board of
directors:

            a. all  significant  deficiencies  and  material  weaknesses  in the
design or  operation  of internal  control over  financial  reporting  which are
reasonably  likely to  adversely  affect  the  registrant's  ability  to record,
process, summarize and report financial information; and

            b. any fraud,  whether or not material,  that involves management or
other employees who have a significant role in the registrant's internal control
over financial reporting.

Date: November 14, 2005                    /s/ Hope Ni
                                           -------------------------------------
                                           Hope Ni
                                           Chief Financial Officer
                                           (Principal Accounting Officer)

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