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): December 1, 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 06901
                                (203) 327-7050
          (Address and Telephone Number of principal executive offices)


ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.

     Effective  December  2,  2003  the  Registrant  dismissed  its  independent
accountant,  Ernst  &  Young  LLP,  of Stamford Connecticut ("E&Y"), and engaged
Eisner  LLP,  of  New  York,  New  York  ("Eisner"),  as  its  new  independent
accountants.  The  dismissal of E&Y and engagement of Eisner was approved by the
audit  committee  of  the  Registrant's  board  of  directors.

     In each of the Registrant's two prior years ended December 31, 2002 and
2001, the E&Y reports relating to its audit of the Registrant's financial
statements for such years contained no adverse opinion or disclaimer of opinion,
or were modified as to uncertainty, audit scope or accounting principles, except
that the audit report for the year ended December 31, 2002 expressed the
following "going concern" uncertainty:

     "The accompanying financial statements have been prepared assuming that
     Clean Diesel Technologies, Inc. will continue as a going concern. As more
     fully described in Note 1, the Company has incurred recurring operating
     losses and will require additional capital in the future in order to fund
     its operations. This condition raises substantial doubts about the
     Company's ability to continue as a going concern. Management's plans in
     regard to these matters are also described in Note 1. The financial
     statements do not include any adjustments to reflect the possible future
     effects on the recoverability and classification of assets or the amounts
     and classification of liabilities that may result from the outcome of this
     uncertainty."



     During such two most recent fiscal years and any subsequent interim periods
through the dismissal of E&Y, there were no disagreements with E&Y, whether or
not resolved, on any matter of accounting principles or practices, financial
statement disclosure, or auditing scope or procedures, which, if not resolved to
the satisfaction of E&Y would have caused E&Y to make reference to the subject
matter of the disagreement in connection with any of their reports. The
Registrant has requested E&Y to furnish a letter addressed to the Commission
stating whether it agrees with the above statements. A copy of that letter dated
December 2, 2003 is filed as Exhibit 16 to this Form 8-K.

ITEM 5. OTHER EVENTS.

     On December 1, 2003 the Registrant completed the sale of 1,282,600 shares
of its common stock, par $0.05, at GBP 1.70 (approximately $2.89) per share, in
an offshore private placement pursuant to Regulation S under the Securities Act
of 1933 to 17 investors principally located in the United Kingdom. The estimated
net proceeds of $3,550,000 from this placement are to be used for the
Registrant's general corporate purposes, including the development and
commercialization of its products. At December 1, 2003, the Registrant's cash
position including the above proceeds, was approximately $7,000,000.

ITEM 7. FINANCIAL STATEMENTS, PROFORMA FINANCIAL INFORMATION AND EXHIBITS.

(c) Exhibits.

Exhibit 16.    Description:

Letter from Ernst & Young LLP to the Securities and Exchange Commission.


                                   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/ D.W. Whitwell
                                           -----------------
                                           David W. Whitwell
                                   Vice President, Treasurer & Chief
                                           Financial Officer

EX-16

                                                                      EXHIBIT 16




December 2, 2003



Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549

Gentlemen:

We have read Item 4 of Form 8-K dated December 2, 2003 of Clean Diesel
Technologies, Inc. and are in agreement with the statements contained in
paragraphs two and three on pages 1 and 2 therein. We have no basis to agree or
disagree with other statements of the registrant contained therein.



                                       /s/ Ernst & Young LLP


Stamford, Connecticut