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                                                                    Exhibit 31.2

                   CERTIFICATIONS OF CHIEF FINANCIAL OFFICER
                    PURSUANT TO RULE 13a-14(a) OR 15d-14(a)

I, Thomas K. Andrew certify that:

    1.  I have reviewed this quarterly report on Form 10-QSB of MDI
        Technologies, Inc.;

    2.  Based on my knowledge, this quarterly report does not contain any untrue
        statement of material fact or omit to state a material fact necessary to
        make the statement made, in light of the circumstances under which such
        statements were made, not misleading with respect to the period covered
        by this periodic report;

    3.  Based on my knowledge, the financial statements, and other financial
        information included in this quarterly report, fairly present in all
        material respects the financial condition, results of operations and
        cash flows of the small business issuer as of, and for, the periods
        presented in this report;

    4.  The small business issuer's other certifying officer and I are
        responsible for establishing and maintaining disclosure controls and
        procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e))
        and internal control over financial reporting (as defined in Exchange
        Act Rules 13a-15(f) and 15d-15(f) for the small business issuer and
        have:

            a.  Designed such disclosure controls and procedures, or caused such
                disclosure controls and procedures to be designed under our
                supervision, to ensure that material information relating to the
                small business issuer, including its consolidated subsidiaries,
                is made known to us by others within those entities,
                particularly during the period in which this periodic report is
                being prepared;

            b.  Evaluated the effectiveness of the small business issuer's
                disclosure controls and procedures and presented in this report
                our conclusions about the effectiveness of the



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                disclosure controls and procedures, as of the end of the period
                covered by this report based on such evaluation; and

            c.  Disclosed in this report any changes in the small business
                issuer's internal control over financial reporting that occurred
                during the small business issuer's most recent fiscal quarter
                (the small business issuer's fourth fiscal quarter in the case
                of an annual report) that has materially affected, or is
                reasonably likely to materially affect, the small business
                issuer's internal control over financial reporting; and

    5.  The small business issuer's other certifying officer and I have
        disclosed, based on our most recent evaluation of internal control over
        financial reporting, to the small business issuer's auditors and the
        audit committee of the small business issuer's board of directors (or
        persons performing equivalent functions):

            a.  All significant deficiencies and material weaknesses in the
                design or operation of internal control over financial reporting
                which are reasonably likely to adversely affect the small
                business issuer's ability to record, process, summarize and
                report financial information; and

            b.  Any fraud, whether or not material, that involves management or
                other employees who have a significant role in the small
                business issuer's internal control over financial reporting.


Date: November 12, 2004                      /s/ Thomas K. Andrew
                                            -----------------------
                                            Chief Financial Officer



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