**Exhibit 31.2****CERTIFICATIONS**I, David I. Vickers, Executive Vice President and ChiefFinancial Officer of Ceres Group, Inc., certify that:     1. I have reviewed this annual report on Form 10-K ofCeres Group, Inc.;     2. Based on my knowledge, this annual report does notcontain any untrue statement of a material fact or omit to statea material fact necessary to make the statements made, in lightof the circumstances under which such statements were made, notmisleading with respect to the period covered by this annualreport;     3. Based on my knowledge, the financial statements, andother financial information included in this annual 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 this annual report;     4. The registrant’s other certifying officer and I areresponsible for establishing and maintaining disclosure controlsand procedures (as defined in Exchange Act Rules 13a-15(e)and 15d-15(e)) and internal control over financial reporting (asdefined in Exchange Act Rules 13a-15(f) and 15d-15(f) forthe registrant 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 registrant, including its consolidated    subsidiaries, is made known to us by others within those    entities, particularly during the period in which this annual    report is being prepared;           b) Designed such internal control over financial reporting,    or caused such internal control over financial reporting to be    designed under our supervision, to provide reasonable assurance    regarding the reliability of financial reporting and the    preparation of financial statements for external purposes in    accordance with generally accepted accounting principles;           c) Evaluated the effectiveness of the registrant’s    disclosure controls and procedures and presented in this annual    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;           d) Disclosed in this annual report any change in the    registrant’s internal control over financial reporting that    occurred during the registrant’s most recent fiscal quarter    (the fourth quarter in this case) that has materially affected,    or is reasonably likely to materially affect, the    registrant’s internal control over financial reporting; and     5. The registrant’s other certifying officer and Ihave disclosed, based on our most recent evaluation of internalcontrol over financial reporting, to the registrant’sauditors and the audit committee of the registrant’s boardof directors (or persons performing the equivalent function):          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    registrant’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    registrant’s internal control over financial reporting.Date: March 18, 2005 By:     /s/ David I. Vickers           David I. Vickers     Executive Vice President and     Chief Financial Officer     (Principal Financial Officer)