Exhibit 31.1

      CERTIFICATION OF CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER
 PURSUANT TO RULE 13(a)-14(a)/15d-14(a) OF THE SECURITIES EXCHANGE ACT OF 1934,
      AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002


I, Edward L. Machulak, certify that:

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

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 the 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 registrant as of, and for, the period presented in this report;

4.       The registrant's other certifying  officer(s) 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
         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 report is being prepared;

         b)       evaluated the  effectiveness of the registrant'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

         c)       disclosed  in  this  report  any  change  in the  registrant's
                  internal control over financial reporting that occurred during
                  the registrant's fourth quarter 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(s) and I have  disclosed,
         based on our most recent  evaluation of internal control over financial
         reporting,  to the registrant's auditors and the audit committee of the
         registrant'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 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:  May 10, 2004                                  /s/ Edward L. Machulak
                                                     ----------------------
                                                     Edward L. Machulak
                                                Chairman, President, Treasurer,
                                                 Chief Executive, Operating and
                                                     Financial Officer