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: August 13, 2003                         By:  /s/David W. Whitwell
                                                   -----------------------------
                                                   David  W.  Whitwell
                                                   Chief  Financial  Officer,
                                                   Vice President and  Treasurer


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