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

                                    FORM 10-Q

(Mark One)

[X]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
     ACT  OF  1934
     For the quarterly period ended March 31, 2003

                                       or

[ ]  TRANSITION  REPORT  PURSUANT  TO  SECTION  13  OR  15(d)  OF THE SECURITIES
     EXCHANGE  ACT  OF  1934
     For the transition period from ______ to ______

     Commission file number:   0-27432
                             ------------


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

        Delaware                                            06-1393453
        --------                                            ----------
(State of Incorporation)                                (I.R.S. Employer
                                                       Identification No.)

Clean Diesel Technologies, Inc.
300 Atlantic Street - Suite 702
Stamford, CT                                                06901-3522
(Address of principal executive offices)                    (Zip Code)

                                 (203) 327-7050
              (Registrant's telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months and (2) has been subject to such filing requirements for
the past 90 days.

                                    Yes X   No
                                       ---     ---

Indicate  by  check mark if disclosure of delinquent filers pursuant to Item 405
of  Regulation  S-K  is  not contained herein, and will not be contained, to the
best  of  the  registrant's  knowledge,  in  definitive  proxy  or  information
statements  incorporated  by  reference  in  Part  III  of this Form 10-K or any
amendment  to  this  Form  10-K.

Indicate  by  check  mark  whether  the  registrant  is an accelerated filer (as
defined  in  Rule  12b-2  of  the  Act).

                                    Yes     No X
                                       ---    ---

As of May 13, 2003, there were outstanding 11,976,903 shares of Common Stock,
par value $0.05 per share, of the registrant.

================================================================================


<PAGE>
<TABLE>
<CAPTION>
                         CLEAN DIESEL TECHNOLOGIES, INC.

                 Form 10-Q for the Quarter Ended March 31, 2003

                                      INDEX
                                                                                        Page
                                                                                        ----
<S>         <C>                                                                          <C>
PART I.     FINANCIAL INFORMATION

Item 1.     Financial Statements (Unaudited)

            Balance Sheets as of March 31, 2003,                                          3
            and December 31, 2002

            Statements of Operations for the Three                                        4
            Months Ended March 31, 2003 and 2002

            Statements of Cash Flows for the Three                                        5
            Months Ended March 31, 2003 and 2002

            Note to Financial Statements                                                  6

Item 2.     Management's Discussion and Analysis of                                      11
            Financial Condition and Results of Operations


PART II.    OTHER INFORMATION

Item 1.     Legal Proceedings                                                            13
Item 2.     Changes in Securities                                                        13
Item 3.     Defaults upon Senior Securities                                              13
Item 4.     Submission of Matters to a Vote of Security Holders                          13
Item 5.     Other Information                                                            13
Item 6.     Exhibits and Reports on Form 8-K                                             13


SIGNATURES & CERTIFICATIONS                                                              14
</TABLE>


                                      - 2 -
<PAGE>
<TABLE>
<CAPTION>
PART I.     FINANCIAL INFORMATION
Item 1.     Financial Statements

                         CLEAN DIESEL TECHNOLOGIES, INC.

                                 BALANCE SHEETS

                                             (in thousands except share data)

                                                March 31,     December 31,
                                                   2003           2002
                                               ------------  --------------
                                               (Unaudited)
<S>                                            <C>           <C>
ASSETS
Current assets:
Cash and cash equivalents                      $     1,409   $       2,083
Accounts receivable                                     76             284
Inventories                                            295             314
Other current assets                                   125              76
                                               ------------  --------------
Total current assets                                 1,905           2,757
Other assets                                           285             222
                                               ------------  --------------
Total assets                                   $     2,190   $       2,979
                                               ============  ==============

LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable and accrued expenses          $       328   $         223
                                               ------------  --------------
          Total current liabilities                    328             223

Deferred compensation and pension benefits             431             418
                                               ------------  --------------
          Total long term liabilities                  431             418

Stockholders' Equity:
Preferred stock, par value $.05 per share,
  authorized 80,000 shares, no shares issued
  and outstanding                                       --              --
Series A convertible preferred stock, par
  value $.05 per share, $500 per share
  liquidation preference, authorized 20,000
  shares, no shares issued and outstanding              --              --
Common stock, par value $0.05 per share,
  authorized 15,000,000 shares, issued and
  outstanding 11,968,387 shares                        598             598
Additional paid-in capital                          28,519          28,519
Accumulated deficit                                (27,686)        (26,779)
                                               ------------  --------------
Total stockholders' equity                           1,431           2,338
                                               ------------  --------------
Total liabilities and stockholders' equity     $     2,190   $       2,979
                                               ============  ==============
</TABLE>


See  note  to  financial  statements.


                                      - 3 -
<PAGE>
<TABLE>
<CAPTION>
                         CLEAN DIESEL TECHNOLOGIES, INC.

                            STATEMENTS OF OPERATIONS
                                   (Unaudited)

                                (in thousands except per share data)

                                          Three Months Ended
                                              March 31,
                                            2003      2002
                                          --------  --------
<S>                                       <C>       <C>
Revenue:
Product revenue                           $    88   $    60
License and royalty revenue                     8        11
                                          --------  --------
Total revenue                                  96        71

Costs and expenses:
Cost of sales                                  57        44
General and administrative                    692       556
Research and development                      248       111
Patent filing and maintenance                  10        28
                                          --------  --------

Loss from operations                         (911)     (668)
Interest income                                (4)      (15)
Interest expense                               --         9
                                          --------  --------

Net loss                                  $  (907)  $  (662)
                                          ========  ========

Basic and diluted loss per common share   $ (0.08)  $ (0.06)
                                          ========  ========

Weighted average number of common shares
  Outstanding - basic and diluted          11,968    11,214
                                          ========  ========
</TABLE>


See note to financial statements.


                                      - 4 -
<PAGE>
<TABLE>
<CAPTION>
                         CLEAN DIESEL TECHNOLOGIES, INC.

                            STATEMENTS OF CASH FLOWS
                                   (Unaudited)


                                                   (in thousands)

                                                  Three Months Ended
                                                       March 31
                                                    2003     2002
                                                   -------  -------
<S>                                                <C>      <C>
OPERATING ACTIVITIES
Net loss                                           $ (907)  $ (662)
Adjustments to reconcile net loss to cash used in
   operating activities:
   Depreciation                                        16        3
   Amortization of deferred financing expense          --        7
   Compensatory stock warrants                         --       95
Changes in operating assets and liabilities:
   Accounts receivable                                208      184
   Inventories                                         19        5
   Other current assets                               (49)      (9)
   Accounts payable and accrued expenses              118     (134)
                                                   -------  -------

Net cash used in operating activities                (595)    (511)
                                                   -------  -------

INVESTING ACTIVITIES
Patent costs                                          (69)      --
Purchase of fixed assets                              (10)      (8)
                                                   -------  -------
Net cash used in investing activities                 (79)      (8)
                                                   -------  -------

FINANCING ACTIVITIES
Repayment of term loan                                 --     (250)
                                                   -------  -------
Net cash used in financing activities                  --     (250)
                                                   -------  -------

NET DECREASE IN CASH AND CASH EQUIVALENTS            (674)    (769)
                                                   -------  -------
Cash and cash equivalents at beginning of period    2,083    4,023
                                                   -------  -------
CASH AND CASH EQUIVALENTS AT END OF PERIOD         $1,409   $3,254
                                                   =======  =======
</TABLE>


See note to financial statements.


                                      - 5 -
<PAGE>
                         CLEAN DIESEL TECHNOLOGIES, INC.

                          NOTE TO FINANCIAL STATEMENTS
                                 MARCH 31, 2003
                                   (Unaudited)

BASIS  OF  PRESENTATION

     The  accompanying  unaudited,  condensed, consolidated financial statements
have  been  prepared in accordance with generally accepted accounting principles
for  interim  financial  information  and with the instructions to Form 10-Q and
Rule  10-01  of  Regulation  S-X.  Accordingly,  they  do not include all of the
information  and  footnotes required by generally accepted accounting principles
for complete financial statements. In the opinion of management, all adjustments
considered  necessary  for  a  fair  presentation  have  been included. All such
adjustments  are  of  a  normal  recurring  nature.  Operating  results  for the
three-month  period  ended March 31, 2003, are not necessarily indicative of the
results  that may be expected for the year ending December 31, 2003. For further
information, refer to the Financial Statements and footnotes thereto included in
the  Company's  Form  10-K  for  the  year  ended  December  31,  2002.

     Clean  Diesel  Technologies,  Inc.  (the "Company") was incorporated in the
State of Delaware on January 19, 1994, as a wholly owned subsidiary of Fuel-Tech
N.V.  ("Fuel  Tech").  Effective December 12, 1995, Fuel Tech completed a Rights
Offering  of  the  Company's  Common  Stock  that   reduced its ownership in the
Company  to  27.6%. Fuel Tech currently holds a 15.2% interest in the Company as
of  March  31,  2003.

     The Company is a specialty chemical and energy technology company supplying
fuel  additives  and  proprietary  systems  that  reduce  harmful emissions from
internal combustion engines while improving fuel economy.  During December 1999,
the  Company  received  its  EPA registration for its platinum - cerium product.
The success of the Company's technologies will depend upon the commercialization
opportunities  of  the  technologies  and  governmental  regulations,  and
corresponding  foreign  and  state  agencies.

GOING CONCERN

     The  financial statements have been prepared assuming that the Company will
continue  as  a  going concern and do not include any adjustments to reflect the
possible  future  effects on the recoverability and classification of assets and
the  amount  and classification of liabilities that may result from the possible
inability  of  the  Company  to  continue  as  a  going  concern.

     As  a result of the Company's recurring operating losses ($22,934,000 since
inception  excluding  non-cash  preferred stock dividends), the Company has been
unable  to  generate a positive cash flow and will require additional capital in
the  future  in  order to fund its operations, as its current cash position will
not  be  sufficient  to  fund  the  Company's cash requirements. The Company is,
however,  actively  seeking  additional financing through a private placement in
order  to  fund  its  commercialization  efforts. Without any further funding or
significant  revenues  from  sales, demonstration programs, or license fees, the
Company expects to be able to fund operations through the third quarter of 2003.
Although  the Company believes that it will be successful in its capital-raising
efforts, there is no guarantee that it will be able to raise such funds on terms
that  will be satisfactory to the Company. The Company has developed contingency
plans  in  the  event  its  financing  efforts are not successful. Based on such
plans,  CDT  may  be  required  to  delay,  scale  back  or severely curtail its
operations,  which  could  have  a  material  adverse  effect  on  the business,
operating  results, financial condition and long-term prospects. Accordingly, at
March  31,  2003,  there  is  substantial  doubt  as to the Company's ability to
continue  as  a  going  concern.

INVENTORIES

     Inventories  are  stated  at  the  lower  of  cost or market and consist of
finished  product.  Cost  is  determined  using  the  first-in, first-out (FIFO)
method.


                                      - 6 -
<PAGE>
REVENUE  RECOGNITION

     The  Company  recognizes  revenue  from  sales  of Platinum Plus fuel borne
catalyst  and  ARIS  2000  systems  upon  shipment.

     In  August  2001, the Company completed a license agreement with Mitsui for
CDT's ARIS 2000 NOx control system for all stationary diesel power generators in
Japan.  Under  the  agreement,  the  Company  received  a non-refundable upfront
license payment of $495,000, and will receive ongoing standard royalties on each
system  sold by Mitsui. The Company recognized the license payment as revenue in
2001,  as  there  is  no  significant  ongoing  services  to be performed by the
Company.   Mitsui  also  has an option to license the ARIS technology for mobile
applications  in  Japan  for  an  additional  license  fee.

     In  December  2002,  Clean  Diesel  Technologies  completed  an  additional
exclusive  license  agreement  with  Mitsui  for  the mobile ARIS technology for
Japan.  Under terms of the agreement Mitsui agreed to pay CDT a $250,000 license
fee  and Mitsui committed to spend an additional $200,000 in developing, testing
and  demonstrating  ARIS  mobile prototypes. CDT recognized the $250,000 license
revenue  in  the  fourth  quarter  of  2002.

     Royalty fees are recognized by the Company when earned.

RESEARCH  AND  DEVELOPMENT  COSTS

     Costs  relating  to  the  research,  development  and  testing  of products
including  verification  expenses  for  testing programs with the California Air
Resources  Board  (CARB)  and  the  Environmental  Protection  Agency (EPA), are
charged  to  operations as they are incurred. These costs include test programs,
salary  and benefits, consultancy fees, materials and certain testing equipment.

PATENT  EXPENSE

     Patent  costs are capitalized and amortized over the remaining life of each
patent.

NOTES PAYABLE

     In  November  2000,  the Company arranged a $1,000,000 term loan with three
private  lenders.  The term loan had a 10% interest rate and was payable in full
on  May  14,  2002.  The  Company  drew  down  $500,000 in November 2000 and the
remaining  $500,000  in  March  of 2001.  As part of the private placement stock
transaction in December 2001, $750,000 of the outstanding term loan plus accrued
interest  was  converted to common stock.  The remaining $250,000 portion of the
term  loan  plus  accrued  interest  was  paid  in  cash  on  January  18, 2002.

STOCKHOLDERS'  EQUITY

     In  October 2002, Clean Diesel Technologies received $1.356 million (net of
$69,000 in expenses) through a private placement of 704,349 shares of its Common
Stock  on  the  AIM  (Alternative  Investment  Market)London  Stock  Exchange.

     In  2001,  the  Company  received proceeds of $3.721 million (net of $0.644
million  in expenses and $0.817 million in term loan re-payment) through private
placements  of  2,580,664  of  its  Common  Stock  on  AIM.

     In 2001, $1,897,000 of dividends were declared for Series A preferred stock
and converted into the Company's Common Stock. On December 28, 2001, the Company
converted  all  outstanding  Series  A Preferred Stock (15,897 shares) including
accrued  stock  dividends,  into  Common  Stock  (5,934,829  shares).


                                      - 7 -
<PAGE>
     In  2000, the Company received $1.021 million through private placements of
1,362 shares of its Series A Preferred Stock. In addition, in 1999 $1.75 million
was  raised through a private placement of 3,500 Series A preferred stock shares
and  in  1998,  $1.4 million of bridge loans and $0.5 million of term loans were
converted  into  2,800  and  1,029  shares  of  Series  A  Preferred  Stock.

STOCK-BASED COMPENSATION

     Clean  Diesel  Technologies  accounts for stock option grants in accordance
with  Accounting  Principles  Board  (APB)  Opinion No. 25, Accounting for Stock
Issued  to  Employees.  Under  CDT's current plan, options may be granted at not
less  than  the  fair  market  value  on  the  date  of  grant  and therefore no
compensation  expense  is recognized for the stock options granted to employees.
In  December  2002,  the  FASB  issued SFAS No. 148, "Accounting for Stock-Based
Compensation-Transition  and  Disclosure."  SFAS  No.  148  amends SFAS No. 123,
"Accounting  for  Stock-Based  Compensation,"  to provide alternative methods of
transition  for  a voluntary change to the fair value based method of accounting
for  stock-based  employee  compensation.  In addition, the Statement amends the
disclosure requirements of SFAS No. 123 to require prominent disclosures in both
annual  and  interim  financial  statements  about  the method of accounting for
stock-based  employee compensation and the effect of the method used on reported
results.  The  Company has adopted the disclosure requirements of this Statement
as  of  December  31,  2002.

     If  compensation  expense  for  CDT's plan had been determined based on the
fair  value  at  the  grant dates for awards under its plan, consistent with the
method  described in SFAS No. 123, CDT's net loss and basic and diluted loss per
common  share would have been increased to the pro forma amounts indicated below
for  the  three  months  ended  March  31:
<TABLE>
<CAPTION>
                                                                        2003     2002
                                                                      --------  -------
<S>                                                                   <C>       <C>

      Net loss as reported                                            $  (907)  $ (668)
      Deduct: Total stock-based employee compensation expense
            determined under fair value based method for all awards,
            net of related tax effects                                   (134)    (174)
                                                                      --------  -------
      Pro forma net loss                                              $(1,041)  $ (842)
      Net loss per share:
      Basic and diluted loss per common share-as reported             $ (0.08)  $(0.06)
      Basic and diluted per common share-pro forma                    $ (0.09)  $(0.08)
</TABLE>

     In  accordance with the provisions of SFAS No. 123, for purposes of the pro
forma  disclosures the estimated fair value of the options is amortized over the
option  vesting  period.  The application of the pro forma disclosures presented
above  are  not representative of the effects SFAS No. 123 may have on operating
results and earnings (loss) per share in future years due to the timing of stock
option  grants  and  considering that options vest over a period of three years.

     The  Black-Scholes option-pricing model was developed for use in estimating
the fair value of traded options that have no vesting restrictions and are fully
transferable.  In  addition,  option-pricing  models require the input of highly
subjective  assumptions  including  the expected stock price volatility. Because
CDT's  employee  stock options have characteristics significantly different from
those  of traded options and because changes in the subjective input assumptions
can  materially  affect  the  fair  value estimate, in management's opinion, the
existing models do not necessarily provide a reliable single measure of the fair
value  of  its  stock  options.

     The fair value of each option grant, for pro forma disclosure purposes, was
estimated  on  the date of grant using the modified Black-Scholes option-pricing
model  with  the  following  weighted-average  assumptions  for the 2002 grants,
expected  dividend  yield 0%, risk free interest rate 4.85%, expected volatility
94.2%  and  expected life of the option 4 years.  No options were granted in the
first  quarter  of  2003.

EARNINGS PER SHARE

     Stock  options  and  stock  purchase  warrants  were  not  included  in the
computation  of diluted earnings per share because either the Company reported a


                                      - 8 -
<PAGE>
loss  for  the  period  or  their  exercise prices were greater than the average
market  price  of  the  common  stock  and  therefore  would  be  antidilutive.

RELATED PARTY TRANSACTIONS

     In  November 2000, the Company secured a $1,000,000 term loan facility at a
10%  interest rate from several preferred shareholders, including Fuel Tech Inc.
which  pledged  $250,000.  In  2000  and  2001  the Company drew down the entire
$1,000,000  term  loan.  In  December  2001,  $750,000  of term loan and accrued
interest  was  repaid  as  part of the December 2001 private placement of common
stock  discussed  in the stock holders equity note. In January 2002, the Company
repaid  the  remaining  $250,000  term  loan  payable  to Fuel Tech plus accrued
interest.

     The  Company  has a Management and Services Agreement with Fuel Tech. Under
the  agreement,  the Company pays Fuel Tech a fee equal to an additional 3 - 10%
of  the  costs  paid  on  the Company's behalf, dependent upon the nature of the
costs  incurred.  Currently,  a fee of 3% is assessed on all costs billed to the
Company  from Fuel Tech. Charges to the Company, inclusive of the administrative
fee,  were  approximately  $17,300  in  both the first quarter of 2003 and 2002,
respectively.

     The  Company had a deferred salary plan with its Chief Executive Officer in
which  he  deferred  $62,500  of  his annual salary until the Company reaches $5
million  in  revenue.  This  agreement  was  terminated  in  March  2001 and the
executive's salary was returned to full pay. At March 31, 2003 total obligations
were  $135,400  pertaining  to  this  plan.

     The  Company  makes  annual  pension  payments  or  accruals  pursuant to a
deferred  compensation  plan  on  behalf of its Chief Executive Officer. For the
quarters ended March 31, 2003 and 2002, $12,500 for each quarter was expensed in
connection  with  such  plan. At March 31, 2003 and 2002, total obligations were
$295,200  and  $245,200  pertaining  to  this  plan.

COMMITMENTS

     The  Company  is  obligated  under  a  sublease agreement for its principal
office.  The  Company  has  agreed  to  a  12 month extension with a three month
notice  for termination of the lease through December 2003, at an annual rate of
$116,000.  The  Company's  minimum  lease  payment  for 2003 is $58,000. For the
quarters  ended March 31, 2003 and 2002, rental expense approximated $27,625 and
$22,792,  respectively.

     Effective  October  28, 1994, Fuel Tech granted two licenses to the Company
for  all  patents  and  rights  associated  with  its  platinum  fuel  catalyst
technology.  Effective  November  24,  1997, the licenses were canceled and Fuel
Tech  assigned to the Company all such patents and rights on terms substantially
similar  to  the  licenses. In exchange for the assignment, the Company will pay
Fuel  Tech  a  royalty  of  2.5%  of  its annual gross revenue from sales of the
platinum  fuel  catalysts  commencing in 1998. The royalty obligation expires in
2008.  The  Company may terminate the royalty obligation to Fuel Tech by payment
of  $6,545,455 in 2003 and declining annually to $1,090,910 in 2008. The Company
as  assignee  and owner will maintain the technology at its own expense. Minimum
royalties  were  paid to Fuel Tech in 2002 and royalties payable to Fuel Tech at
March  31,  2003  is  $946.

MARKETING  AND  LICENSE  AGREEMENTS

     In  December  2002,  Clean  Diesel  Technologies  completed  an  additional
exclusive  license  agreement  with  Mitsui  for  the mobile ARIS technology for
Japan.  Under terms of the agreement Mitsui agreed to pay CDT a $250,000 license
fee  and Mitsui committed to spend an additional $200,000 in developing, testing
and  demonstrating  ARIS  mobile prototypes. CDT recognized the $250,000 license
revenue in the fourth quarter of 2002.  Clean Diesel has previously completed an
exclusive  ARIS  license  for  the  ARIS NOx reduction technology for stationary
applications  in  Japan.

SUBSEQUENT  EVENT


                                      - 9 -
<PAGE>
     In  April 2003, Clean Diesel Technologies completed a non-exclusive license
agreement  with  Combustion  Component  Associates  Inc.  (CCA)  of  Monroe,
Connecticut,  for  the  mobile  ARIS  technology  in the US.  Under terms of the
agreement CCA agreed to pay CDT a $150,000 license fee and committed to spend an
additional  $100,000  in  developing,  testing  and  demonstrating  ARIS  mobile
prototypes.  CDT will also receive ongoing royalty payments on a per unit basis.
CDT  will  recognize the $150,000 license revenue in the second quarter of 2003,
as  there  are no significant ongoing services required to be performed by CDT.


                                      - 10 -
<PAGE>
                         CLEAN DIESEL TECHNOLOGIES, INC.



Item 2.  Management's Discussion and Analysis of Financial Condition and Results
         of  Operations


FORWARD-LOOKING STATEMENTS

     Statements  in  this  Form  10-Q  that  are not historical facts, so-called
"forward-looking statements," are made pursuant to the safe harbor provisions of
the  Private  Securities Litigation Reform Act of 1995.  Investors are cautioned
that  all  forward-looking statements involve risks and uncertainties, including
those  detailed  in  the  Company's  filings  with  the  Securities and Exchange
Commission.  See  "Risk Factors of the Business" in Item 1, "Business," and also
Item 7, "Management's Discussion and Analysis of Financial Condition and Results
of  Operations" in the Company's Form 10-K for the year ended December 31, 2002.

RESULTS OF OPERATIONS

     Product  sales  and cost of sales were $88,000 and $57,000 respectively for
the  first  quarter  of 2003 versus $60,000 and $44,000 for 2002.  Platinum Plus
fuel catalyst sales of $41,000 and $13,000 were recorded in the first quarter of
2003 and 2002, respectively.  ARIS product sales of $22,000, primarily to Mitsui
&  Co.,  Ltd.,  were  also  recorded  in  the  first  quarter  of  2003.

     Included in the 2003 and 2002 first quarter revenue was $8,000 and $11,000,
respectively,  of  license  and  royalty  income.  The  2003 license and royalty
income  is from a major European diesel fuel system supplier for a 6 month lease
of  an  ARIS 2000 system and from continuing royalties from Mitsui, Ltd. and RJM
sales  of  ARIS  2000  systems.

     General  and  administrative expenses increased $136,000 to $692,000 in the
first  quarter  2003  versus  $556,000  in the same period of 2002.  The rise in
spending is related to increases in salaries and travel related to the marketing
of  the  Company's  products  and  higher  professional  fees.

     Research  and  development  expenses increased $137,000 to $248,000 in 2003
versus  $111,000 in the comparable period in 2002.  The increase is attributable
to  initial  CARB  and  EPA  verification  programs  for  the  Company's  FBC.

     Patent  filing  expense decreased $18,000 to $10,000 in 2003 versus $28,000
in  the  comparable  2002 period.  The decrease is due to a change in accounting
policy  for which the Company will capitalize its patent costs and amortize such
costs  over  the  life  of  the  related  patent.

     Interest  income  decreased  $11,000  in 2003 to $4,000 from $15,000 in the
comparable  period  of 2002.  This was the result of a decrease in the amount of
cash  and cash equivalents on hand in the first quarter of 2003 versus the first
quarter  of  2002.

LIQUIDITY  AND  SOURCES  OF  CAPITAL

     Prior  to  2000,  the  Company  was  primarily  engaged  in  research  and
development  and  has  incurred  losses  since inception aggregating $22,934,000
(excluding  the  effect of the non-cash preferred stock dividends).  The Company
expects to incur losses through the foreseeable future as it further pursues its
commercialization  efforts.  Although  the  Company  started  selling  limited
quantities  of product in 1999 and licensing revenue in 2000 and 2001, sales and
revenue  to  date  have  been  insufficient to cover operating expenses, and the
Company  continues to be dependent upon sources other than operations to finance
its  working  capital  requirements.

     For  the  three months ended March 31, 2003 and 2002, the Company used cash
of  $595,000  and  $511,000  respectively,  in  operating  activities.


                                      - 11 -
<PAGE>
     At  March  31,  2003  and  December 31, 2002, the Company had cash and cash
equivalents  of  $1,409,000  and $2,083,000, respectively.  The decrease in cash
and  cash  equivalents  in  2003  was  the  result of the increased verification
programs  with  EPA and CARB and the on-going marketing and operation costs. The
Company  anticipates  incurring  additional  losses  through at least 2003 as it
further  pursues  its  commercialization  efforts.

     In  October 2002, Clean Diesel Technologies received $1.356 million (net of
$69,000 in expenses) through a private placement of 704,349 shares of its Common
Stock  on  the  AIM  (Alternative  Investment  Market)  London  Stock  Exchange.

     In  November 2000, the Company secured a $1,000,000 privately financed term
loan  facility.  In  December  2000,  the Company drew down $500,000 of the term
loan  facility  and  in  March  2001 the remaining $500,000 of the term loan was
drawn  down.  As  part  of  the  private placement stock transaction in December
2001,  $750,000 of the outstanding term loan plus accrued interest was converted
to  common stock.  The remaining $250,000 plus accrued interest was paid in cash
in  January  2002.

     In  December 2001, the Company received $3.721 million (net of expenses and
term  loan  repayment)  through  a  private placement of 2,580,664 shares of its
common  stock.  In conjunction with the private placement, the Company converted
all  of  its  Series  A  Preferred  Stock to Common Stock.  All of the Company's
Common  Stock  shares  were  registered  to trade on the AIM of the London Stock
Exchange.

     As  a  result  of the Company's recurring operating losses, the Company has
been  unable  to  generate  a  positive cash flow.  In management's opinion, the
Company's  cash  balance  at  March  31,  2003  will  be  sufficient to fund the
Company's  operations  through the third quarter 2003.  The Company will require
additional capital to fund its future operations.  Although the Company believes
that it will be successful in its capital-raising efforts, there is no guarantee
that  it  will be able to raise such funds on terms that will be satisfactory to
the  Company.  The  Company  will  develop contingency plans in the event future
financing  efforts are not successful.  Such plans may include reducing expenses
and  selling  or  licensing some of the Company's technologies.  Accordingly, at
March  31,  2003  there  is  substantial  doubt  as  to the Company's ability to
continue  as  a  going  concern.

ITEM 3.   QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

     In  the  opinion  of  management,  with  the  exception  of  exposure  to
fluctuations  in  the  cost  of  platinum,  the  Company  is  not subject to any
significant  market  risk  exposure.

     The  Company  generally  receives all income in United States dollars.  The
Company  typically  makes  several  small  payments  monthly  in various foreign
currencies  for patent expenses, product tests and registration, local marketing
and  promotion  and  consultants.

ITEM 4.   CONTROLS AND PROCEDURES

     Within  90  days  prior  to  the filling date of this report, the Company's
certifying  officers  performed  an  evaluation  of  the  effectiveness  of  the
Company's  disclosure  controls  and  procedures.  The  disclosure  controls and
procedures  were determined to be sufficient to ensure that material information
relating  to the Company, including its consolidated subsidiaries, is made known
to the certifying officers within those entities, particularly during the period
in  which  this  quarterly  report  is  being  prepared.

     There  were no significant changes in the registrant's internal controls or
in  other  factors  that could significantly affect these controls subsequent to
the  date  of  their evaluation, including any corrective actions with regard to
significant  deficiencies  and  material  weaknesses.


                                     - 12 -
<PAGE>
PART II.     OTHER INFORMATION

Item 1.   Legal  Proceedings
          None

Item 2.   Changes  in  Securities
          None

Item 3.   Defaults  upon  Senior  Securities
          None

Item 4.   Submission  of  Matters  to  a  Vote  of  Security  Holders

          Commencing April 15, 2003 to stockholders of record on March 24, 2003,
          Clean  Diesel  Technologies  distributed  a  notice of solicitation of
          stockholder  consent.  The  stockholders  of Clean Diesel Technologies
          were  asked  to approve an amendment of the Company's certification of
          incorporation  to  increase  the  authorized numbered shares of common
          stock,  par  value  $0.05 from 15,000,000 to 30,000,000 shares. At the
          date of this report the solicitation is continuing until May 24, 2003.

Item 5.   Other Information
None

Item 6.   Exhibits and Reports on Form 8-K
          a.     Exhibits
           None

          b.     Reports on Form 8-K
           None


                                     - 13 -
<PAGE>
                         CLEAN DIESEL TECHNOLOGIES, INC.
                           SIGNATURES & CERTIFICATIONS



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  thereunto  duly  authorized.

The  Undersigned  in  their  capacities  as  Chief  Executive  Officer and Chief
Financial  Officer  of  the  Registrant  do  hereby  certify  that:

     (i)  This  report  fully complies with the requirements of Section 13(a) or
          15(d)  of  the  Securities  Exchange  Act  of  1934;  and

     (ii) Information  contained  in the report fairly presents, in all material
          respects,  the  financial  condition  and results of operations of the
          Registrant  as  of,  and  for,  the  periods  presented in the report.



Date:  May 13, 2003                      By: /s/Jeremy D. Peter-Hoblyn
                                             ---------------------------------
                                             Jeremy D. Peter-Hoblyn
                                             Chairman, Director  and
                                             Chief Executive Officer



Date:  May 13, 2003                      By: /s/David W. Whitwell
                                             ---------------------------------
                                             David W. Whitwell
                                             Chief Financial Officer,
                                             Vice President and Treasurer





I, Jeremy D. Peter-Hoblyn, certify that:

1.     I  have  reviewed  this  quarterly  report  on  Form 10-Q of Clean Diesel
Technologies  Inc.:

2.     Based  on my knowledge, this quarterly 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 quarterly
report;

3.     Based  on  my  knowledge,  the  financial statements, and other financial
information  included  in  this quarterly 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 quarterly report;


                                     - 14 -
<PAGE>
4.     The  registrant's  other  certifying  officers  and I are responsible for
establishing  and  maintaining disclosure controls and procedures (as defined in
Exchange  Act  13a-14  and  15d-14)  for  the  registrant  and  have:

     a)   Designed  such  disclosures  controls  and  procedures  to ensure that
          material information relating to the registrant is made known to us by
          others  within the registrant, particularly during the period in which
          this  quarterly  report  is  being  prepared;  and
     b)   Evaluated  the  effectiveness  of the registrant's disclosure controls
          and procedures as of a date within 90 days prior to the filing date of
          this  quarterly  report  (the  "evaluation  date");  and
     c)   Presented  in  this  quarterly  report  our  conclusions  about  the
          effectiveness  of  the disclosure controls and procedures based on our
          evaluation  as  of  the  "evaluation  date";

5.     The registrant's other certifying officers and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit committee
of  the  registrant's  board  of directors (or persons performing the equivalent
functions):

     a)   All  significant  deficiencies  in the design or operation of internal
          controls  which  could  adversely  affect  the registrant's ability to
          record,  process,  summarize  and  report  financial  data  and  have
          identified  for  the  registrant's  auditors  any material weakness in
          internal  controls;  and
     b)   Any  fraud, whether or not material, that involves management or other
          employees  who  have  a  significant role in the registrant's internal
          controls;

6.     The  registrant's  other certifying officers and I have indicated in this
quarterly  report whether there were significant changes in internal controls or
in other factors that could significantly affect internal controls subsequent to
the  date  of  our most recent evaluation, including any corrective actions with
regard  to  significant  deficiencies  and  material  weaknesses.

Date:  May 13, 2003                      By: /s/Jeremy D. Peter-Hoblyn
                                             ----------------------------------
                                             Jeremy D. Peter-Hoblyn
                                             Chairman, Director  and
                                             Chief Executive Officer



I,  David  W.  Whitwell,  certify  that:

1.     I  have  reviewed  this  quarterly  report  on  Form 10-Q of Clean Diesel
Technologies  Inc.:

2.     Based  on my knowledge, this quarterly 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 quarterly
report;


                                     - 15 -
<PAGE>
3.     Based  on  my  knowledge,  the  financial statements, and other financial
information  included  in  this quarterly 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 quarterly 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  13a-14  and  15d-14)  for  the  registrant  and  have:

     a)   Designed  such  disclosures  controls  and  procedures  to ensure that
          material information relating to the registrant is made known to us by
          others  within the registrant, particularly during the period in which
          this  quarterly  report  is  being  prepared;  and
     b)   Evaluated  the  effectiveness  of the registrant's disclosure controls
          and procedures as of a date within 90 days prior to the filing date of
          this  quarterly  report  (the  "evaluation  date");  and
     c)   Presented  in  this  quarterly  report  our  conclusions  about  the
          effectiveness  of  the disclosure controls and procedures based on our
          evaluation  as  of  the  "evaluation  date";


5.     The registrant's other certifying officers and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit committee
of  the  registrant's  board  of directors (or persons performing the equivalent
functions):

     a)   All  significant  deficiencies  in the design or operation of internal
          controls  which  could  adversely  affect  the registrant's ability to
          record,  process,  summarize  and  report  financial  data  and  have
          identified  for  the  registrant's  auditors  any material weakness in
          internal  controls;  and
     b)   Any  fraud, whether or not material, that involves management or other
          employees  who  have  a  significant role in the registrant's internal
          controls;

6.   The  registrant's  other  certifying  officers and I have indicated in this
quarterly  report whether there were significant changes in internal controls or
in other factors that could significantly affect internal controls subsequent to
the  date  of  our most recent evaluation, including any corrective actions with
regard  to  significant  deficiencies  and  material  weaknesses.


Date:  May 13, 2003                      By: /s/David W. Whitwell
                                             --------------------------------
                                             David W. Whitwell
                                             Chief Financial Officer,
                                             Vice President and Treasurer


                                     - 16 -
<PAGE>