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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 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: August 13, 2004                     /s/ Thomas K. Andrew
                                          ---------------------------
                                              Chief Financial Officer