SecProbe.io

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February 17, 2005

Fax (202) 942-9635
Mail Stop 04-09

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

Re:	Cambridge Holdings, LTD.
	File No.    000-12962
      Form 10-K for the year ended June 30, 2004
      Forms 10-Q for the quarter ended September 30, 2004

Dear Mr. Pusey:

      We have reviewed your filing and have the following
comments.
We have limited our review to Critical Accounting Policies,
Investment
Company Act Issues, and Accounting for certain available for sale
securities and will make no further review of your documents.  As
such, all persons who are responsible for the adequacy and
accuracy of
the disclosure are urged to be certain that they have included all
information required pursuant to the Securities Exchange Act of
1934.

      Where indicated, we think you should revise your document in
response to these comments.  If you disagree, we will consider
your
explanation as to why our comment is inapplicable or a revision is
unnecessary.  Please be as detailed as necessary in your
explanation.
In some of our comments, we may ask you to provide us with
supplemental information so we may better understand your
disclosure.
After reviewing this information, we may or may not raise
additional
comments.

	Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We
look forward to working with you in these respects.  We welcome
any
questions you may have about our comments or any other aspect of
our
review.  Feel free to call us at the telephone numbers listed at
the
end of this letter.

Form 10-K

Management Discussion & Analysis, page 5
1. Tell us how you considered the interpretive guidance in FR-72
with
regards to including a  discussion of the Company`s critical
accounting policies; the judgments and uncertainties affecting the
application of those policies; and the likelihood that materially
different amounts would be reported under different conditions or
using different assumptions.  For example, we note no discussion
of
the judgments and estimates required in your accounting for
investments or impairments on long lived assets.  Please explain.

Financial Statements and Notes

Statement of Operations and Comprehensive Income, page F-4
2. We noted that majority of the Company`s assets are in
investment
securities and the majority of your revenue results from such
investments. .  Supplementally, tell us how you consider the
Investment Company Act of 1940 in determining whether the Company
met
the requirements of an investment company pursuant to such Act.

Note 2 - Investment Securities, page F-11
3. We note that your investment in A4S Technologies is classified
as
investment securities - available for sale.  Considering A4S is a
privately-held company, tell us how you considered the scope
requirements of paragraph 3 of SFAS 115 in classifying this
investment
as an available for sale security.  Also tell us how you
considered
the requirements of APB 18 in accounting for this investment.
4. In a supplemental response, tell us how you considered FIN
46(R)
relating to your investment in A4S Technologies. Provide us your
analysis under FIN 46 that supports your conclusions and clarify
the
manner in which you assessed materiality. Explain how you factored
into your analysis any related party interest and the convertible
notes due from A4S.  Also, tell us if you have any other
investments
that you considered for the application of FIN 46(R).

       As appropriate, please amend your filing and respond to
these
comments within 10 business days or tell us when you will provide
us
with a response.  You may wish to provide us with marked copies of
the
amendment to expedite our review.  Please furnish a cover letter
with
your amendment that keys your responses to our comments and
provides
any requested supplemental information.  Detailed cover letters
greatly facilitate our review.  Please understand that we may have
additional comments after reviewing your amendment and responses
to
our comments.

	 We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing reviewed by the staff 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.

	In connection with responding to our comments, please
provide, in
writing, a statement from the company acknowledging that:

* the company is responsible for the adequacy and accuracy of the
disclosure in the filing;

* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filing; and

* the company may not assert staff comments 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 our review of your filing or in response
to
our comments on your filing.

	You may contact Yolanda Crittendon at (202) 942-1868 or me at
(202) 942-2814 if you have questions regarding comments on the
financial statements and related matters.

Sincerely,

Kathleen A. Collins
Branch Chief

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Cambridge Holdings, LTD.
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