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:   June 16, 2005                By:  /s/ Jeffrey G. McGonegal
                                          --------------------------
                                          Jeffrey G. McGonegal
                                          Senior Vice President- Finance and
                                          Chief Financial Officer



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