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, 2003 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. 906 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


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            within 90 days prior to the filing date of the Report (the
            "Evaluation Date"); and

      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 14, 2004                    Anthony S. Conigliaro, Vice
                                        President and Chief
                                        Financial Officer


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