Exhibit 31(b)

I,  David  W.  Whitwell,  certify  that:

1.     I  have  reviewed  the  amendment  to 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 28, 2006              By:  /s/David W. Whitwell
                                        David W. Whitwell
                                        Chief Financial Officer,
                                        Vice President and Treasurer