Exhibit  31.2

I, David W. Whitwell, certify that:

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

2.     Based  on  my  knowledge,  this annual 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 annual
report;

3.     Based  on  my  knowledge,  the  financial statements, and other financial
information  included  in  this  annual  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  annual  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))  and  internal control over
financial reporting (as defined in Exchange Act Rules 13a-15 (f) and 15d-15 (f))
for  the  registrant  and  have:

     a)   Designed  such  disclosures  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  annual  report  is  being  prepared;  and
     b)   designed  such  internal  control  over financial reporting, or caused
          such  internal  control  over financial reporting to be designed under
          our  supervision,  to  provide  reasonable  assurance  regarding  the
          reliability  of  financial  reporting and the preparation of financial
          statements for external purposes in accordance with generally accepted
          accounting  principles;
     c)   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
     d)   disclosed  in  this  report  any  change  in the registrant's internal
          control over financial reporting that occurred during the registrant's
          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 the 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  controls  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:  As of March 29, 2004        By:  /s/David W. Whitwell
                                        ------------------------------
                                        David W. Whitwell
                                        Chief Financial Officer,
                                        Vice President and Treasurer


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