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Confidential Treatment
Requested
By Cambridge Holdings, Ltd

   STEVEN
B. BOEHM
   DIRECT LINE:
202.383.0176
   Internet:
steven.boehm@sablaw.com

June 17, 2005

VIA EMAIL AND REGULAR MAIL

     Ms.
          Yolanda Crittendon
 Staff Accountant
 S.E.C.
Division of Corporation
Finance
100 F Street, N.E.
Washington, DC 20549

         Re:
Cambridge
Holdings, Ltd., File No. 000-12962 (Additional Comments)

Dear Ms. Crittendon:

        On
behalf of our client, Cambridge Holdings, Ltd. (“Cambridge” or the
“Company”), this letter responds to your letter of May 17, 2005 (the
“Staff’s additional letter”), and follows a response dated April 22, 2005
to your letter dated February 17, 2005 (the “Staff’s intial letter”). We
have set forth below your comments, followed by our responses. Note that the responses to
items 1 and 4 are based on consultation with and the advice of A.J. Robbins, PC, Certified
Public Accountants, the Company’s outside accounting firm.

         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
          involving applying an accounting principle at a given time or the variability
          that is reasonably likely 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 assumptions involved ion 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.

Confidential Treatment
Requested
By Cambridge Holdings, Ltd

        The
Company’s Form 10-KSB filing for the year ended June 30, 2004 has been amended and
re-filed with the Commission to include critical accounting policies within the
Company’s Management Discussion & Analysis. Such critical accounting policies
have been revised to include the additional disclosures regarding uncertainties in
application of accounting policies, the variability that can reasonably occur from such
applications over time, the basis for and impact on financial condition and operating
performance and such other information as applicable under SEC Release 33-8350.

2.
       We
have read your response to comment 2 and we are still evaluating this issue.

In
connection with your evaluation please note the following:

1.
Cambridge
engaged legal counsel and special legal counsel to advise and assist           the
Company in resolving this matter on a timely basis.

2.
Management
of Cambridge has spent substantial time reviewing this issued and has           sought
input from a number of Cambridge shareholders regarding appropriate           actions to
be taken, and has taken the actions summarized below.

•
In
March 2005, the Board approved the distribution of 100% of the Company’s remaining
investment in AspenBio, Inc. (“AspenBio”). This distribution has been made to
shareholders of record as of the close of business on March 24, 2005. This asset
represented approximately 13% of the Company’s total investment assets at the time
of distribution.

•

With the assistance of Advanced Nutraceuticals, Inc. (“ANI”), the ANI shares
owned by Cambridge have now been registered with the SEC on a Form SB-2 that has been
declared effective. Therefore, the Company has begun exploring its near-term options
relative to selling or distributing that investment. This asset represents approximately
72% of the total Cambridge investment assets.

•

Since February 2005, on an orderly basis, substantially all of the publicly tradable
securities owned by Cambridge, other than ANI and AspenBio, have been sold for cash. These
assets represented approximately 2% of the total Cambridge investment assets and will be
distributed to the Company’s shareholders shortly.

•

An additional approximately $550,000 of Cambridge’s investment assets are in
securities of A4S Security, Inc. (“A4S”) (formerly A4S Technology, Inc.). During
June 2005, A4S filed an amendment to its registration statement on Form SB-2 for an
initial public offering of its common stock. A4S anticipates that this registration
statement may be declared effective later in June 2005. Should this filing be declared
effective, it would provide Cambridge with additional options regarding disposal of this
investment. Cambridge has already begun exploring alternative options regarding the
disposal of this investment.

Confidential Treatment
Requested
By Cambridge Holdings, Ltd

•

On June 9, 2005, Cambridge filed an Information Statement on Form 14C disclosing that
approximately 78% of the Company’s shareholders indicated their intent to approve a
plan of liquidation of the Company at a special meeting of shareholders anticipated to be
held on July 25, 2005. Following the shareholder meeting, the Company will initiate its
plan of liquidation to be done on an orderly basis in one or more series of distributions,
which may extend for a period of time. This process will also include establishing an
appropriate cash reserve fund and evaluating possible merger opportunities for the Company
while this process is ongoing.

       3.
       Considering
the recent events regarding the Company’s failure to timely register as an
investmentcompany and to meet the reporting requirements under the Investment Company Act
of 1940, explain to us inreasonable detail the basis for management’s conclusions
that your disclosure controls and procedures werenonetheless effective at December 31,
2004 and March 31, 2005.

        The
Company’s controls and procedures environment, defined in the Securities Exchange Act
of 1934 Rules 13a-15(e) and 15d-15(e), are believed by management and the Company’s
Board of Directors to be effective for the small business issuer at all times, including
the dates in question. The volume of accounting transactions is generally limited on a
quarter-to-quarter basis. The Company’s accounting and financial reporting system is
designed to provide appropriate separation of duties and independent checks and balances
and management oversight within the financial reporting system to insure that the
information required to be disclosed in the quarterly and annual reports is in fact
disclosed on a timely basis. Management represents that among the Company’s controls
and procedures are the following practices:

     1.
          [Redacted]

     2.
          [Redacted]

     3.
          [Redacted]

     4.
          [Redacted]

     5.
          [Redacted]

     6.
          [Redacted]

     7.
          [Redacted]

   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.

Confidential Treatment
Requested
By Cambridge Holdings, Ltd

The
Company’s Form 10-QSB for the period ended March 31, 2005 has been amended and
re-filed to include the additional disclosures.

   5.
          Also, revise your discussions 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.

        The
Company’s Form 10-QSB for the period ended March 31, 2005 has been amended and
re-filed to include the additional disclosures. We also call your attention to the
informational filing on Schedule14C under Rule 14c-101 that Cambridge filed on or about
June 9, 2005, concerning the plan of action to liquidate its investments.

     *       *        *

        The
Company requests that the controls and procedures enumerated 1-7 in our response to item 3
above be treated as confidential and non-public under the Freedom of Information Act
(“FOIA”) (5 U.S.C. § 552), and all applicable regulations adopted by the
Securities and Exchange Commission (including 17 C.F.R. § 200.83 (d)(1)). The Company
also requests that it receive notification and an opportunity to contest disclosure if
that information is the subject of FOIA request. The address and telephone number for any
such notification are:

Steven
B. Boehm, Esq.
Sutherland Asbill & Brennan, LLP
1275 Pennsylvania Avenue, N.W.

Washington, DC 20004-2415

(202) 383-0176

Confidential Treatment
Requested
By Cambridge Holdings, Ltd

        Further,
if the Commission determines that confidential treatment is not warranted with respect to
this letter and the information contained herein, the Company respectfully requests ten
(10) days notice to any intended release so that the Company may, if deemed necessary or
appropriate, pursue any available remedies.

     *        *        *

        If
you have any questions or require any additional information, please do not hesitate to
the foregoing at (202) 383-0176.

     Sincerely,

/s/ Steven B. Boehm

Steven B. Boehm

cc:
Mr.
Gregory Pusey/Cambridge Holdings, Ltd.
   Adam Agron, Esq./Brownstein Hyatt & Farber,
P.C.