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 ending March 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 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


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      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: May 24, 2004               Anthony S. Conigliaro, Vice President and Chief
                                 Financial Officer


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