EXHIBIT 31.2

          CERTIFICATION OF EXECUTIVE VICE PRESIDENT AND SECRETARY
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                 PURSUANT TO RULE 13(a)-14(a)/15d-14(a)
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                 OF THE SECURITIES EXCHANGE ACT OF 1934,
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   AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
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I, Edward A. 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 internal control over financial reporting (as defined
    in Exchange Act Rules 13a-15(f) and 15d-15(f) 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)  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 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 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:  July 5, 2005                 /s/ Edward A. Machulak
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                                    Edward A. Machulak
                                    Executive Vice President,
                                    and Secretary