SecProbe.io

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                               BARRY FEINER, ESQ.
                                 ATTORNEY AT LAW
                                170 FALCON COURT
                            MANHASSET, NEW YORK 11030

                                 --------------
                                 (516) 801-0979
                         FACSIMILE NUMBER (516) 484-6867

April 28, 2005

Mathew J. Maulbeck
Staff Accountant
Division of Corporation Finance
United States Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549

     Re:  CNE Group, Inc. (the "Company");
          Form 8-K filed April 11, 2005; File No. 1-09224

Dear Mr. Maulbeck:

This will confirm our telephone  conversation  yesterday relating to your letter
to Anthony S. Conigliaro,  Chief financial Officer of the Company,  in which you
referred to the above  captioned  Form 8-K. I informed  you that I am counsel to
the Company and  confirmed  that the  disclosure by the Company in Item 4.01 (a)
(i), that it had dismissed Rosen Seymour Shapps Martin & Company LLP ("RSSM") as
its independent  certified  public  accountants,  was accurate.  I noted that in
RSSM's  letter dated April 7, 2005  attached as Exhibit 16.1 to the Form 8-K and
addressed to the Commission, RSSM acknowledged its agreement with the statements
contained  in the first three  paragraphs  of Item 4 (a) of the Form 8-K,  which
included the Company's  statement that it had dismissed  RSSM. I also noted that
RSSM stated in its letter that it had informed the Company it could not complete
the audit of its financial  statements for the year ended December 31, 2004 "for
filing with the Commission by April 15, 2005." For this reason,  the Company was
forced  to  terminate  RSSM's  retainer  and seek  other  accountants  who could
complete the audit of the financial statements in a timely manner. Based on this
information  you  indicated to me that it would not be necessary for the Company
to amend its Form 8-K.

The Company has authorized me to state to you that it acknowledges  that (i) the
Company is  responsible  for the adequacy and accuracy of the  disclosure in its
filings;  (ii) staff  comments  or changes to  disclosure  in  response to staff
comments in the filings  reviewed by the staff do not foreclose  the  Commission
from taking any action with respect to the filing; and (iii) 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.

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Mathew J. Maulbeck
April 28, 2005
Page 2

Please  feel  free  to  communicate  with  me  if  you  require  any  additional
information.  I thank you for the most courteous and expeditious manner in which
you have dealt with this matter.

Very truly yours,

/s/ Barry Feiner

Barry Feiner

Cc:  CNE Group, Inc.

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