SecProbe.io

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May 17, 2005

Fax (202) 772-9209
Mail Stop 45-61

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 quarters ended September 30, 2004, December 31,
2004, and March 31, 2005

Dear Mr. Pusey:

      We have reviewed your response letter dated April 22, 2005
and
have the following additional comments.  As previously stated,
these
comments require amendment to the referenced filings previously
filed
with the Commission.

Form 10-K

Management`s Discussion and Analysis or Plan of Operation, page 5
1. We note your response to our previous comment no. 1.   Please
revise your proposed disclosures to present the Company`s analysis
of
the uncertainties involved in applying an accounting principle at
a
given time or the variability that is reasonably like to result
from
its application over time.  The revised disclosure should include
how
you arrived at the estimate, how accurate your assumptions have
been
in the past, and any other disclosures related to the estimates
and
assumption involved in the application of generally accepted
accounting principles that impact your reported financial
condition
and operating performance, or the comparability of reported
information over different reporting periods.  You should provide
quantitative as well as qualitative information when information
is
reasonably available.  See SEC Release 33-8350.

Financial Statements and Notes

Statement of Operations and Comprehensive Income, page F-4
2. We have read your response to comment 2 and we are still
evaluating this issue.

Item 8A. Controls and Procedures
3. Considering the recent events regarding the Company`s failure
to
timely register as an investment company and to meet the reporting
requirements under the Investment Company Act of 1940, explain to
us
in reasonable detail the basis for management`s conclusions that
your
disclosure controls and procedures were nonetheless effective at
December 31, 2004 and March 31, 2005.

March 31, 2005 Form 10-QSB

Note 2 - Common Stock and Other Investments, page 7
4. We note your discussion of the Company`s distribution of the
532,275 shares of AspenBio common stock.  Revise your Form 10-QSB
to
include a discussion of the Company`s reasons management`s
decision
to liquidate this investment.

Other
5. Also, revise your disclosures throughout the Form 10-QSB to
include a discussion of the Company`s recent events regarding its
failure to recognize its status as a reporting company under the
Investment Company Act of 1940; its failure to meet the reporting
requirements of such Act and its plan of action to liquidate its
investments.

       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.

	You may contact Yolanda Crittendon at (202) 551-3472 or me at
(202) 551-3499 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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