Exhibit 31.2

CERTIFICATION

I, Cynthia A. Scheuer, certify that:

1. I have reviewed this annual report on Form 10-K/A of Mechanical Technology
Incorporated;

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

15(d)-15(e)), for the registrant and we 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

the registrant's fourth 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.

April 29, 2004 /S/ CYNTHIA A. SCHEUER
Cynthia A. Scheuer

Chief Financial Officer