Exhibit 31.2



                                  CERTIFICATION

I, Jeffrey G. McGonegal, Senior Vice President - Finance and Chief Financial
Officer certify that:

     1. I have reviewed this quarterly report on Form 10-QSB of Cambridge
Holdings, Ltd. (the "Company");

     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 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 Company as of,
and for, the periods presented in this report.

     4. The Company's other certifying officers 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 Company [language omitted in
accordance with SEC transition instructions contained in SEC Release 34-47986]
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
          Company, 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)   [Paragraph omitted in accordance with SEC transition instructions
          contained in SEC Release 34-47986]

     c)   Evaluated the effectiveness of the Company'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

     d)   Disclosed in this report any change in the Company's internal control
          over financial reporting that occurred during the Company's most
          recent fiscal quarter (the Company's fourth fiscal quarter in the case
          of an annual report) that has materially affected, or is reasonably
          likely to materially affect, the Company's internal control over
          financial reporting; and

     5. The Company's other certifying officers and I have disclosed, based on
our most recent evaluation of internal control over financial reporting, to the
Company's auditors and the audit committee of the Company's board of directors
(or persons performing the equivalent functions):

     (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 Company'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 Company's internal
          control over financial reporting.


Date:     February 5, 2004              By:  /s/ Jeffrey G. McGonegal
                                            ---------------------------
                                             Jeffrey G. McGonegal
                                             Senior Vice President- Finance and
                                             Chief Financial Officer




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