8-K

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


                                    FORM 8-K

                                 CURRENT REPORT
     PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934



Date of Report (Date of earliest event reported): June 2, 2003

                         CLEAN DIESEL TECHNOLOGIES, INC.
             (Exact name of registrant as specified in its charter)


           DELAWARE                 000-27432               06-1393453
  (State or other jurisdiction     (Commission            (IRS Employer
       of incorporation)           File Number)         Identification No.)


                         SUITE 702, 300 ATLANTIC STREET
                                STAMFORD CT 06901
                                 (203) 423-7050
          (Address and Telephone Number of principal executive offices)



ITEM 5. OTHER EVENTS.

     On June 2, 2003, the Registrant filed with the Secretary of State of
Delaware an amendment to its certificate of incorporation increasing its
authorized capital from 15,100,000 to 30,100,000 shares of the par value of
$0.05 per share, of which 30,000,000 are common shares and 100,000 are preferred
shares. The amendment is attached as Exhibit 99.1 to this Form 8-K.


                                   SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

                                      Clean Diesel Technologies, Inc.

                                      By:  /s/  C.W.  Grinnell
                                           -------------------
                                           Charles W. Grinnell
                                        Vice President & Secretary

EX-99.1

                                                                            99.1


                            CERTIFICATE OF AMENDMENT
                                       TO
                          CERTIFICATE OF INCORPORATION
                                       OF
                        CLEAN DIESEL TECHNOLOGIES, INC.

     CLEAN DIESEL TECHNOLOGIES, INC (the "Company"), a corporation organized and
existing under the General Corporation Law of the State of Delaware, does hereby
certify  as  follows:

     FIRST:  That in accordance with the requirements of Sections 141 and 242 of
the  General Corporation Law of the State of Delaware, the Board of Directors of
the  Company  (the  "Board")  duly  adopted a resolution proposing and declaring
advisable  that:

     (i)  the  Certificate  of  Incorporation,  as  amended, of the Company (the
"Certificate")  be amended to revoke the first paragraph of Article 4 thereof in
its  entirety  and  the  following  being  substituted in its place, as follows:

          4. The corporation shall have authority to issue the total Number of
          Thirty Million One Hundred Thousand (30,100,000) Shares of the par
          value of $0.05 per share, amounting in the aggregate to One Million
          Five Hundred and Five Thousand Dollars ($1,505,000), and of such
          shares, Thirty Million (30,000,000) shall be designated as common
          stock and One Hundred Thousand (100,000) shall be designated as
          preferred stock.

     (ii) and that such amendment be recommended to the holders of the Company's
common  stock  and  submitted  to  such  holders for their consent and adoption.

     SECOND:  That  thereafter the holders of a majority of the Company's issued
and  outstanding  common  stock  in  accordance  with Section 228 of the General
Corporation  Law  of the State of Delaware, duly consented to and adopted on May
20,  2003 the aforesaid amendment of the Certificate, in accordance with Section
242  of  the  General  Corporation  Law  of  the  State  of  Delaware.

     IN WITNESS WHEREOF, the Company has caused this Certificate of Amendment of
Certificate  of Incorporation to be duly executed and acknowledged in accordance
with Section 103 of the General Corporation Law of the State of Delaware on this
2nd  day  of  June,  2003.


CLEAN DIESEL TECHNOLOGIES, INC.


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