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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

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               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: May 16, 2005                                      /s/ Thomas K. Andrew
                                                        ------------------------
                                                        Chief Financial Officer

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