June 29, 2005

      Mail Stop 4561

Gregory Pusey
President
Cambridge Holdings, Ltd.
106 S. University Blvd. #14
Denver, Colorado 80209

Re:	Cambridge Holdings, Ltd.
      Preliminary Information Statement on Schedule 14C
      Registration No. 0-12962
      Filed on June 9, 2005

Dear Mr. Pusey:

	This is to advise you that we have performed a limited review
of
the Preliminary Information Statement on Schedule 14C noted above
and
have the following comments:

	The Division of Corporation Finance has referred the issue of
the status of Cambridge Holdings, Ltd. (the "Company") under the
Investment Company Act of 1940 ("Investment Company Act") to the
Division of Investment Management ("Division").  The Division has
reviewed the Company`s letter dated April 22, 2005, to Ms.
Crittendon
("June 22 Letter"), Item No. 2; the Form 10-KSB filed by the
Company
for the fiscal year ended June 30, 2004; and the Schedule 14C
filed
by the Company on June 9, 2005.  Based on its review of these
items,
and noting that the Company has acknowledged that it may have met
the
definition of an investment company "at certain points in the last
several years," the Division believes that the Company is within
the
definition of "investment company" as provided in Section 3(a)(1)
of
the Investment Company Act.

	The Division does not believe that the Company may rely on
the
exception from the definition of "investment company" provided in
Rule 3a-2 under the Investment Company Act because that rule only
may
be relied on for a maximum of one year and may be relied on only
once
in any three year period.  Based on the April 22 Letter, the
Company
may have been an unregistered investment company beginning in 1991
and continuing until the present time.  In addition, reliance on
Rule
3a-2 under the Investment Company Act is conditioned on the issuer
having a bona fide intention of being primarily engaged, as soon
as
is reasonably possible (and in any event, by the end of one year),
in
a business other than investing, reinvesting, owning, holding or
trading in securities, and such intent must be evidenced by a
contemporaneous resolution of the issuer`s board of directors.

	In the June 22 Letter, the Company requests the staff to
provide
assurance that it will not recommend enforcement action to the
Commission based on its status under the Investment Company Act.
The
staff cannot assure you that it would not recommend enforcement
action to the Commission under these circumstances.  As a matter
of
policy, the Division does not respond to requests for retroactive
no
action relief.

	Please, therefore, modify the Company`s Schedule 14C to
acknowledge that the Company is an investment company and delete
the
statements that the Company may rely on the exception from the
definition of "investment company" provided under Rule 3a-2 under
the
Investment Company Act.  Please provide a copy of such
modifications
to Wendy Friedlander, Senior Counsel, Division of Investment
Management, and a copy to Mr. David Roberts, Staff Attorney,
Division
of Corporation Finance.

	In addition, please be aware that, since your Form 10-KSB is
incorporated by reference into your PRE 14C, we will not be in a
position to clear the PRE 14C until all remaining outstanding
comments on the Form 10-KSB are resolved.

      We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing(s) to be certain that
they
have provided all information investors require for an informed
decision.  Since the company and its management are in possession
of
all facts relating to a company`s disclosure, they are responsible
for the accuracy and adequacy of the disclosures they have made.
Additionally, the registrant should provide written
acknowledgement
of the following:
* The adequacy and accuracy of the disclosure in the filing is the
responsibility of the registrant.
* The registrant acknowledges that staff comment or changes in
response to staff comment in the proposed disclosure in the
preliminary proxy materials do not foreclose the Commission from
taking any action with respect to the filing.
* The registrant also represents that staff comment may not be
asserted as a defense in any proceeding initiated by the
Commission
or any person under the federal securities laws of the United
States.
      In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in connection with our review of
your
filing or in response to our comments on your filing.

      All persons who are by statute responsible for the adequacy
and
accuracy of the information statement are urged to be certain that
all information required pursuant to the Securities Exchange Act
of
1934 has been included.


If you have any questions, please call Wendy Friedlander at (202)
551-6837, David H. Roberts at (202) 551-3856 or you may contact me
at
(202) 551-3694.


      Sincerely,



      Owen Pinkerton
      Senior Counsel

cc:	Steven B. Boehm, Esq. (via facsimile)
	Sutherland, Asbill & Brennan LLP
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Gregory Pusey
Cambridge Holdings
June 22, 2005
Page 3