Exhibit 31(b)
I, David W. Whitwell, certify that:

1. I have reviewed the Annual Report on Form 10-K (the "report") 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))  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 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  fourth  fiscal  quarter  of  2004  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:  March 29, 2005                           By: /s/David W. Whitwell
                                                    -------------------------
                                                    David W. Whitwell
                                                    Chief Financial Officer,
                                                    Vice President and Treasurer


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