Exhibit 31.2

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

      In connection with the Quarterly Report of CNE Group,  Inc. (the "Issuer")
on Form 10-QSB for the quarterly  period ended  September 30, 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 Issuer,
certify, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, that:

1.    I have reviewed the Report being filed;

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 period
      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 Issuer as of, and for, the periods presented in the Report;

4.    The  Issuer's  other   certifying   officer  and  I  are  responsible  for
      establishing and maintaining  disclosure  controls and procedures (as such
      term is defined in Exchange Act Rules  13a-14(c)  and  15d-14(c))  for the
      Issuer and we have:

      a)    Designed  such  disclosure  controls and  procedures  to ensure that
            material   information   relating  to  the  Issuer,   including  its
            consolidated  subsidiaries,  is made  known to us by  others  within
            those entities, particularly during the period in which the periodic
            reports are being prepared;

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

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

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

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


                                       39
<PAGE>

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

6.    The Issuer'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: November 22, 2004                    Anthony S. Conigliaro, Vice President
                                           and Chief Financial Officer


                                       40