Commerce (CGCO) 10-K 2008 FY Annual report

                                   EXHIBIT 31.2

                    CERTIFICATION OF CHIEF FINANCIAL OFFICER

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PURSUANT TO RULE 13(a)-14(a)/15d-14(a) 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, Sidney Sodos, 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 annual 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

     annual 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)) 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 controls 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 annual 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 most recent fiscal 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 controls 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 controls 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 14, 2008                  /s/ Sidney Sodos

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                                      Sidney Sodos

                                      Vice President, Treasurer

                                      and Chief Financial Officer