EXHIBIT  31.2


I, David W. Whitwell, certify that:

1.     I  have  reviewed  this  quarterly  report  on  Form 10-Q of Clean Diesel
Technologies  Inc.:

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

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

4.     The  registrant's  other  certifying  officers  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)  for  the  registrant) 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 registrant, including its
consolidated  subsidiaries, is made known to us by others within those entities,
particularly  during  the  period  in  which  this  report  is  being  prepared;

     b)     Evaluated  the effectiveness of the registrant'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 change in the registrant's internal
control over financial reporting that occurred during most recent fiscal quarter
that  has materially affected, or is reasonably likely to materially affect, the
registrant's  internal  control  over  financial  reporting;  and

5.     The registrant's other certifying officers and I have disclosed, based on
our  most recent evaluation of internal control over financial reporting, to the
registrant's auditors and the audit committee of registrant's board of directors
(or  persons  performing  the  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  registrant'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 registrant's internal control
over  financial  reporting.



Date: November 7, 2003                   By: /s/David W. Whitwell
                                             --------------------------------
                                             David W. Whitwell
                                             Chief Financial Officer,
                                             Vice President and Treasurer


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