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                                                                    Exhibit 31.2

                            CERTIFICATION PURSUANT TO
             RULE 13A-14 OF THE SECURITIES AND EXCHANGE ACT OF 1934

In connection with the Annual Report of CNE Group,  Inc. (the  "Registrant")  on
Form 10-KSB for the annual  period  ending  December  31, 2004 as filed with the
Securities and Exchange Commission on the date hereof (the "Report"), I, Anthony
S.  Conigliaro,  Vice President and Chief  Financial  Officer of the Registrant,
certify, pursuant to Section. 302 of the Sarbanes-Oxley Act of 2002, that:

1.    I have reviewed the Report of the Registrant;

2.    To the best of my  knowledge,  the  Report  does not  contain  any  untrue
      statements 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 periods
      covered by the Report;

3.    To the best of my knowledge, the financial statements, and other financial
      information  included  in the  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 the 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-14(c) and 15d-14(c)) for the Registrant
      and we have:

      a)    designed  such  disclosure  controls and  procedures  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 periods in which the Report
            is being prepared;

      b)    evaluated the effectiveness of the Registrant's  disclosure controls
            and  procedures as of a date within 90 days prior to the filing date
            of the Report (the "Evaluation Date"); and

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      c)    presented in the Report are our conclusions  about the effectiveness
            of the disclosure controls and procedures based on our evaluation as
            of the Evaluation Date;

5.    The Registrant's other certifying  officer and I have disclosed,  based on
      our most recent  evaluation,  to the  Registrant's  auditors and the Audit
      Committee of Registrant's Board of Directors:

      a)    all significant  deficiencies in the design or operation of internal
            controls which could adversely  affect the  Registrant's  ability to
            record,  process,  summarize  and  report  financial  data  and have
            identified for the Registrant's  auditors any material weaknesses in
            internal controls; and

      b)    any fraud,  whether or not  material,  that  involves  management or
            other  employees  who have a  significant  role in the  Registrant's
            internal controls; and

6.    The  Registrant's  other  certifying  officer and I have  indicated in the
      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.

                                       /s/ Anthony S. Conigliaro
                                     --------------------------------------
Date: April 15, 2005                  Anthony S. Conigliaro, Vice
                                      President and Chief Financial Officer