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):  September 15, 2009

CLEAN DIESEL TECHNOLOGIES, INC.

(Exact name of registrant as specified in its charter)

Delaware	001-33710	06-1393453
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

Suite 1100, 10 Middle Street, Bridgeport, CT	06604
(Address of principal executive offices)	(Zip Code)

Registrant's telephone number including area code: (203) 416-5290

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

On September 15, 2009, the Registrant received a Nasdaq Staff Deficiency Letter (attached to this Current Report on Form 8-K as Exhibit 99) indicating that the Registrant fails to comply with Nasdaq Listing Rule 5605(c)(4)(A) because it does not have at least three Audit Committee members and Listing Rule 5605(b)(1) because its Board does not have a majority of independent directors. These deficiencies occurred on August 28, 2009 when Mr. John J. McCloy II, who had been an Audit Committee member, resigned as a director of the Registrant leaving the Audit Committee with two members and the Board with three independent directors and three non-independent directors.

The Nasdaq Staff Deficiency Letter further indicates that the Registrant will have a cure period to regain compliance which shall be until the earlier of the date of the next annual meeting of stockholders or August 28, 2010, or, if the next annual stockholders’ meeting is held before February 24, 2010, then no later than February 24, 2010. The Board of the Registrant has determined to recruit an appropriate new Director to cure the above deficiencies promptly.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

99  Nasdaq Staff Deficiency Letter dated September 15, 2009, filed herewith.

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
	C. W. Grinnell

Its:  Vice President, General Counsel and Secretary

Dated:  September 21, 2009

EX-99.1

Exhibit 99

NASDAQ®	THE NASDAQ STOCK MARKET
	8600 BLACKWELL ROAD
	ROCKVILLE, MD  20850

By Electronic Delivery to: cgrinnell@cdti.com

September 15, 2009

Charles W. Grinnell, Esq.

General Counsel

Clean  Diesel Technologies, Inc.

10 Middle Street, Suite 1100

Bridgeport, CT  06604

Re: Clean Diesel Technologies, Inc. (the “Company” or “Clean Diesel”)

Nasdaq Symbol: CDTI

Dear Mr. Grinnell:

According to a Form 8-K dated September 1, 2009, John J. McCloy II resigned from Clean Diesel’s board on August 28, 2009.1  As a result, the Company no longer complies with Nasdaq’s independent director and audit committee requirements as set forth in Listing Rule 5605.

However, consistent with Listing Rules 5605(b)(1) and 5605(c)(4)(A), Nasdaq will provide the Company a cure period in order to regain compliance as follows:

· Until the earlier of the Company’s next annual shareholders’ meeting or August 28, 2010; or

· If the next annual shareholders’ meeting is held before February 24, 2010, then the Company must evidence compliance no later than February 24, 2010.

The Company must submit to Nasdaq documentation, including biographies of any new directors, evidencing compliance with the rules no later than this date.  In the event the Company does not regain compliance by this date, Nasdaq rules require Staff to provide written notification to the Company that its securities will be delisted.  At that time, the Company may appeal the delisting determination to a Hearings Panel.

Listing Rule 5810(b) requires that the Company, as promptly as possible but no later than four business days from the receipt of this letter, make a public announcement through the news media which discloses receipt of this letter and the Nasdaq rules upon which it is based.2  The Company must provide a copy of this announcement to Nasdaq’s MarketWatch Department, Listing Qualifications Department, and Hearings Department at least 10 minute prior to its public dissemination.3  For your convenience, we have enclosed a list of new services.4

_____________________________________

1 The Company also appointed a non-independent director, Mr. Mungo Park to its board on August 26, 2009.

2 We also note that Item 3.01 of Form 8-K requires disclosure of the receipt of this notification within four business days.

See, SEC Release No. 34-49424.

3 The notice should be submitted to Nasdaq’s MarketWatch Department through the Electronic Disclosure service available at www.NASDAQ.net.  The facsimile numbers for Nasdaq’s Listing Qualifications and Hearings Departments are +1 301 978 4028 and +1 301 978 8080, respectively.

4 The Company must ensure that the full text of the required announcement is disseminated publicly.  The Company has not satisfied this requirement if the announcement is published as a headline only or if the news service determines not to publish the full text of the story.  Nasdaq cannot render advice to the Company with respect to the format or content of the public announcement.  The following is provided only as a guide that should be modified following consultation with securities counsel:  the Company received a Nasdaq Staff Deficiency Letter on (DATE OF RECEIPT OF STAFF DEFICIENCY LETTER) indicating that the Company fails to comply with the (STOCKHOLDERS’ EQUITY, MINIMUM BID PRICE, MARKET VALUE OF PUBLICLY HELD SHARES, etc.) requirements (s) for continued listing set forth in Listing Rule(s) __________.

Charles W. Grinnell, Esq.

September 15, 2009

Page 2

In the event the Company does not make the required public announcement, trading in your securities will be halted.

In addition, an indicator will be broadcast over Nasdaq’s market data dissemination network noting the Company’s non-compliance.  The indicator will be displayed with quotation information related to the Company’s securities on Nasdaq.com, NasdaqTrader.com and by other third-party providers of market data information.  Also, a list of all non-compliant Nasdaq companies and the reason(s) for such non-compliance is posted on our website at www.nasdaq.com.  The Company will be included in this list commencing five business days from the date of this letter.

If you have any questions, please contact Brie Charles, Associate Director, at +1 301 978 8039.

Sincerely,

/s/  Randy Genau

Randy Genau

Director

Nasdaq Listing Qualifications