CERTIFICATION OF EXECUTIVE VICE PRESIDENT AND SECRETARY

I, Edward A. Machulak, Executive Vice President and Secretary of Commerce Group
Corp., certify that:

1.     I have reviewed this annual report on Form 10-K of Commerce Group Corp.;

2.       Based on my  knowledge,  this annual 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 the circumstances  under which
         such  statements  were made, not misleading  with respect to the period
         covered by this annual report;

3.       Based on my knowledge,  the financial  statements,  and other 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 are responsible for
         establishing  and  maintaining  disclosure  controls and procedures (as
         defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and
         we have:

         a)       designed  such  disclosure  controls and  procedures 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)       evaluated the  effectiveness of the registrant's  disclosure
 controls and procedures as of a date within 90 days prior to the filing date of
                  this annual report (the "Evaluation Date"); and

         c)       presented in this annual report our conclusions  about the
 effectiveness of the disclosure controls and procedures based on our evaluation
                  as of the Evaluation Date;

5.       The registrant's other certifying  officer and I have disclosed,  based
         on our most recent  evaluation,  to the  registrant's  auditors and the
         audit  committee  of  registrant's   board  of  directors  (or  persons
         performing the equivalent function):

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

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

6.       The registrant's  other certifying officer and I have indicated in this
         annual 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.

Date:  May 12, 2003                                  /s/ Edward A. Machulak
                                                     ----------------------
                                                     Edward A. Machulak
                                                     Executive Vice President,
                                                     and Secretary