##### 



Exhibit 31
 CERTIFICATIONS
  1.
    
    I have reviewed this annual report on Form 10-K/A of Merchants Group, Inc.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 the 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 periods
presented in this report;4.
    
    The registrant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 registrant and have:
 a.
    
    designed such disclosure controls and procedures, or caused such disclosure
controls to be designed under our supervision, to insure 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; andc.
    
    disclosed in this report any change in the registrants internal control over
financial reporting that occurred during the registrants most recent fiscal quarter
(the registrants fourth fiscal quarter in the case of an annual report) 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 officers 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 registrants board of 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 27, 2006
    
    By:/s/ Robert M. ZakRobert M. Zak, Senior Vice President and
Chief Operating Officer(principal executive officer)




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Exhibit 31
 CERTIFICATIONS
  1.
    
    I have reviewed this annual report on Form 10-K/A of Merchants Group, Inc.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 the 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 periods
presented in this report;4.
    
    The registrant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 registrant and have:
 a.
    
    designed such disclosure controls and procedures, or caused such disclosure
controls to be designed under our supervision, to insure 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; andc.
    
    disclosed in this report any change in the registrants internal control over
financial reporting that occurred during the registrants most recent fiscal quarter
(the registrants fourth fiscal quarter in the case of an annual report) 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 officers 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 registrants board of 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 27, 2006
    
    By:/s/ Kenneth J. WilsonKenneth J. Wilson
Vice President and Chief Financial Officer
(principal financial officer)