Exhibit 4.3

                         CERTIFICATE OF ELIMINATION

                                     OF

                    SERIES A CONVERTIBLE PREFERRED STOCK

                                     OF

                      CLEAN DIESEL TECHNOLOGIES, INC.

                           a Delaware corporation


           Pursuant to ss. 151(g) of the General Corporation Law
                          of the State of Delaware


     Pursuant to Section 151(g) of the Delaware  General  Corporation  Law,
Clean   Diesel   Technologies,    Inc.,   a   Delaware   corporation   (the
"Corporation"),  does hereby  certify that the following  resolutions  were
duly adopted by the Corporation's Board of Directors on June 18, 2004:


           Resolved,  that  none of the  shares  of  preferred
      stock,  par value $0.05, of the  Corporation  designated
      as Series A Convertible  Preferred Stock pursuant to the
      Certificate  of  Designation  filed  by the  Corporation
      with the  Secretary of State of the State of Delaware on
      May  8,  1998,   as   amended   (the   "Certificate   of
      Designation"),  are  outstanding and none of such shares
      will  be   issued   subject   to  the   Certificate   of
      Designation, as amended; and further

           Resolved,  that the officers of the Corporation are
      hereby  authorized and directed to prepare and file with
      the  Secretary  of State  of the  State  of  Delaware  a
      certificate  pursuant to Section  151(g) of the Delaware
      General  Corporation  Law setting forth this  resolution
      in   order   to   eliminate   from   the   Corporation's
      certificate  of  incorporation  all matters set forth in
      the  Certificate  of  Designation  with  respect  to the
      Series A Convertible  Preferred Stock and to do all acts
      and  things  which may be  necessary  or proper in their
      opinion to carry into effect the  purposes and intent of
      this and the foregoing resolution.






     IN WITNESS WHEREOF, I have executed and subscribed this Certificate of
Elimination, as of this 18th day of June, 2004.

CLEAN DIESEL TECHNOLOGIES, INC.



By:   /s/ C.W. Grinnell
   -----------------------------
Name: Charles W. Grinnell
Title:   Vice President and Secretary