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, 2004

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

                               Yes           No   X
                                    ---          ---

As  of  May  11, 2004, there were outstanding 15,679,337 shares of Common Stock,
par value $0.05 per share, of the registrant.

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


<PAGE>
                        CLEAN DIESEL TECHNOLOGIES, INC.

                 Form 10-Q for the Quarter Ended March 31, 2004

                                      INDEX


                                                                  Page
                                                                  ----

PART I. FINANCIAL INFORMATION

Item 1.     Financial Statements

            Balance Sheets as of March 31, 2004 (Unaudited),       3
            and December 31, 2003

            Statements of Operations for the Three Months          4
            Ended March 31, 2004 and 2003 (Unaudited)

            Statements of Cash Flows for the Three Months          5
            Ended March 31, 2004 and 2003 (Unaudited)

            Note to Financial Statements                           6

Item 2.     Management's Discussion and Analysis of               10
            Financial Condition and Results of Operations


PART II.    OTHER INFORMATION

Item 1.     Legal Proceedings                                     12
Item 2.     Changes in Securities                                 12
Item 3.     Defaults upon Senior Securities                       12
Item 4.     Submission of Matters to a Vote of Security Holders   12
Item 5.     Other Information                                     12
Item 6.     Exhibits and Reports on Form 8-K                      12


SIGNATURES & CERTIFICATIONS                                       13


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

                              CLEAN DIESEL TECHNOLOGIES, INC.

                                      BALANCE SHEETS

                                                                     (in thousands)
                                                               MARCH 31,     December 31,
                                                              ----------------------------
                                                                  2004          2003
                                                              (Unaudited)
                                                              ------------  --------------
<S>                                                           <C>           <C>
ASSETS
CURRENT ASSETS:
Cash and cash equivalents                                     $     5,559   $       6,515
Accounts receivable, net of allowance of $6 and $3 in
  2004 and 2003, respectively                                         160             115
Inventories                                                           273             320
Other current assets                                                  131              73
                                                              ------------  --------------
TOTAL CURRENT ASSETS                                                6,123           7,023
Patents, net                                                          271             274
Fixed assets, net of accumulated depreciation of $131 in
  2004 and $123 in 2003, respectively                                 139             126
Other assets                                                           28              18
                                                              ------------  --------------
TOTAL ASSETS                                                  $     6,561   $       7,441
                                                              ============  ==============

LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:

Deferred compensation and pension benefits                    $       441   $         441
Accounts payable and accrued expenses                                 352             427
                                                              ------------  --------------
TOTAL CURRENT LIABILITIES                                             793             868


STOCKHOLDERS' EQUITY:
Preferred Stock, par value $0.05 per share,
  authorized 80,000 , no shares issued and outstanding                 --              --
Series A Convertible Preferred Stock, par value $0.05 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
  30,000,000 shares, issued and outstanding 15,679,337
  shares                                                              784             784
Additional paid-in capital                                         35,816          35,813
Accumulated deficit                                               (30,832)        (30,024)
                                                              ------------  --------------
TOTAL STOCKHOLDERS' EQUITY                                          5,768           6,573
                                                              ------------  --------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                    $     6,561   $       7,441
                                                              ============  ==============
</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,
                                             2004         2003
                                          -----------  -----------
<S>                                       <C>          <C>
REVENUE:
Product revenue                           $      176   $       88
License and royalty revenue                       18            8
                                          -----------  -----------
Total revenue                                    194           96

COSTS AND EXPENSES:
Cost of revenue                                  132           57
General and administrative                       790          692
Research and development                          80          248
Patent amortization and other expense             12           10
                                          -----------  -----------

Loss from operations                            (820)        (911)
Interest income                                  (12)          (4)
Interest expense                                  --           --
                                          -----------  -----------

Net loss                                  $     (808)  $     (907)
                                          ===========  ===========

BASIC AND DILUTED LOSS PER COMMON SHARE   $    (0.05)  $    (0.08)
                                          ===========  ===========

WEIGHTED AVERAGE NUMBER OF COMMON SHARES
   OUTSTANDING - BASIC AND DILUTED            15,679       11,968
                                          ===========  ===========
</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
                                                       2004         2003
                                                    -----------  -----------
<S>                                                 <C>          <C>
OPERATING ACTIVITIES
Net loss                                            $     (808)  $     (907)
Adjustments to reconcile net loss to cash used in
   operating activities:
   Depreciation and amortization                            24           16
   Changes in operating assets and liabilities:
   Accounts receivable                                     (45)         208
   Inventories                                              47           19
   Other current assets and security deposit               (68)         (49)
   Accounts payable and accrued expenses                   (75)         118
                                                    -----------  -----------

Net cash used in operating activities                     (925)        (595)
                                                    -----------  -----------

INVESTING ACTIVITIES
Patent costs                                                (4)         (69)
Purchase of fixed assets                                   (30)         (10)
                                                    -----------  -----------
Net cash used in investing activities                      (34)         (79)
                                                    -----------  -----------

FINANCING ACTIVITIES

Proceeds from broker fee credit (2003 fundraising)           3           --
                                                    -----------  -----------
Net cash provided by financing activities                    3           --
                                                    -----------  -----------

NET DECREASE IN CASH AND CASH EQUIVALENTS                 (956)        (674)
                                                    -----------  -----------
Cash and cash equivalents at beginning of period         6,515        2,083
                                                    -----------  -----------
CASH AND CASH EQUIVALENTS AT END OF PERIOD          $    5,559   $    1,409
                                                    ===========  ===========
</TABLE>


See note to financial statements.


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

                          NOTE TO FINANCIAL STATEMENTS
                                 MARCH 31, 2004
                                   (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,  2004,  are  not  necessarily  indicative  of the results that may be
expected  for  the year ending December 31, 2004. 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,  2003.

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 an 11.6% interest in the Company as
of  March  31,  2004.

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.  The Company's Platinum Plus
FBC  fuel  additive is registered with the EPA for on-highway use.  The Platinum
Plus  FBC  in  combination with a diesel oxidation catalyst has been verified by
the  EPA  for  retrofit  emission  reduction.  The  success  of  the  Company's
technologies  will  depend  upon  the  market acceptance of the technologies and
governmental regulations including corresponding foreign and state agencies.

SIGNIFICANT  ACCOUNTING  POLICIES

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

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

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, as there were no significant ongoing
services  required  to  be performed by CDT at that time.  The Company will also
receive  ongoing  royalty  payments  on  a  per  unit  basis.

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.


                                      -6-
<PAGE>
CDT  recognized  the  $150,000 license revenue in the second quarter of 2003, as
there  were  no  significant ongoing services required to be performed by CDT at
that  time.

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
Effective  January  1, 2002, CDT began capitalizing all direct incremental costs
associated  with  initial  patent  filing  costs and amortized the cost over the
remaining  life  of  each patent. Patents are reviewed regularly and any patents
deemed  not  commercially  feasible  or  cost  effective  are  dropped  and  the
cumulative  capitalized  cost  is  written  off  at that time. Prior to this all
patent related costs were expensed as incurred.  The expiration of CDT's patents
range  from  2008  to  2021.

STOCKHOLDERS'  EQUITY
Pursuant  to  a  Regulation  S  exemption with respect to an offshore placement,
Clean  Diesel Technologies sold, effective December 1, 2003, 1,282,600 shares of
its  Common  Stock.  The  price  of  the  Common  Stock  was  1.70 GBP per share
(approximately  $2.92  per  share).  The  proceeds of the Common Stock issuance,
$3.583  million  (net  of  $170,000 in expenses), are being used for the general
corporate  purposes  of  Clean  Diesel  Technologies.

Pursuant  to  a  Regulation  S  exemption with respect to an offshore placement,
Clean  Diesel  Technologies sold, effective September 26, 2003, 2,395,597 shares
of  its  Common  Stock.  The price of the Common Stock was $1.63 per share.  The
proceeds  of  the  Common  Stock  issuance,  $3.866  million  (net of $39,000 in
expenses),  are  being  used  for the general corporate purposes of Clean Diesel
Technologies.

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 SFAS 123 on 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:


                                      -7-
<PAGE>
<TABLE>
<CAPTION>
                                                                  2004      2003
                                                                --------  --------
<S>                                                             <C>       <C>
Net loss attributable to common stockholders as reported        $  (808)  $ (907)
Deduct: Total stock-based employee compensation expense
    determined under fair value based method for all awards,
    net of related tax effects                                     (203)     (134)
                                                                --------  --------
Pro forma net loss                                              $(1,011)  $(1,041)
Net loss per share:
Basic and diluted loss per common share-as reported             $ (0.05)  $ (0.08)
Basic and diluted per common share-pro forma                    $ (0.06)  $ (0.09)
</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 2004 grants,
expected  dividend  yield 0%, risk free interest rate 5.05%, expected volatility
99.41%  and expected life of the option 4 years.  35,000 options were granted in
the  first  quarter  of  2004.

LOSS  PER  SHARE
Employee  stock  options  and  stock  purchase warrants were not included in the
computation  of  diluted  loss  per  share for 2004 or 2003, because the Company
reported a loss for the period and the effect would be antidilutive.

RELATED  PARTY  TRANSACTIONS

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  2004  and 2003,
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, 2004 total obligations were $135,400
pertaining  to  this  plan.  This  expense  has  been  classified  as  a current
liability  on  the  balance  sheet  as  of  March  31,  2004.

The  Company  makes  annual  pension payments or accruals pursuant to a deferred
compensation  plan on behalf of its Chief Executive Officer.  This agreement was
voluntarily  suspended by the executive as of June 15, 2003 and the company does
not plan to make any additional accruals in the future.  At March 31, 2004 total
obligations  were  $305,616  pertaining  to  this  plan.  This  expense has been
classified  as  a  current  liability on the balance sheet as of March 31, 2004.


                                      -8-
<PAGE>
COMMITMENTS

Clean  Diesel  Technologies  has  a month to month lease of 2,900 square feet of
office  space  for  administrative  purposes  at  300 Atlantic Street, Stamford,
Connecticut.  CDT  has signed a lease in the same building for 3,925 square feet
of administrative space beginning in May 2004. The 5 year lease will have annual
cost  of  $115,875,  including  rent,  utilities  and  parking.

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
$5,454,546  in 2004 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 2003 and royalties payable to Fuel Tech at
March  31,  2004  are  $1,400.

CONCENTRATION

For  the  quarter  ended  March  31, 2004, one customer accounted for 65% of the
Company's  revenue.


                                      -9-
<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, 2003.

RESULTS  OF  OPERATIONS

2004  VERSUS  2003
Product  sales and cost of sales were $176,000 and $132,000 respectively for the
first  quarter  of 2004 versus $88,000 and $57,000 for 2003.  Platinum Plus fuel
catalyst sales of $56,000 and $41,000 were recorded in the first quarter of 2004
and  2003,  respectively.  ARIS product sales of $107,000, primarily to Mitsui &
Co., Ltd., were recorded in the first quarter of 2004.  The remainder of product
revenue  in  2004  consists  of  CDT  Purifier  Systems.

Included  in  the  2004  and  2003  first quarter revenue is $18,000 and $8,000,
respectively,  of  license  and  royalty  income.  The  2004 license and royalty
income is from continuing ARIS system royalties from Mitsui & Co., Ltd.

General  and  administrative expenses increased $98,000 to $790,000 in the first
quarter  2004  versus $692,000 in the same period of 2003. The year-to-date 2004
increase  in  general  and  administrative  expenses  is related to increases in
marketing and sales activities in both the US and Europe and higher professional
fees  including  financial  advisory  services.

Research  and  development  expenses  decreased $168,000 to $80,000 in the first
quarter  2004 versus $248,000 in the comparable period in 2003.  The decrease is
attributable  to  the  timing  of  expenses  related to several verification and
certification  programs  for  the  Platinum  Plus  FBC  in  2003.

Patent  filing  costs  increased  $2,000 to $12,000 in the first quarter of 2004
versus  $10,000  in  the  comparable  2003  period.  The  increase is related to
increased amortization of patent expenses as the patents near retirement and the
addition  of  new  patents.

First  quarter interest income increased $8,000 in 2004 to $12,000 versus $4,000
in  the  comparable  period  in  2003.  This  was a result of an increase in the
amount  of  cash  and  cash  equivalents  on  hand  in  2004.

LIQUIDITY  AND  SOURCES  OF  CAPITAL
Prior to 2000, the Company was primarily engaged in research and development and
has  incurred  losses  since  inception  aggregating  $26,080,000 (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 and generating some licensing revenue, 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.


                                      -10-
<PAGE>
For  the  three  months  ended March 31, 2004 and 2003, the Company used cash of
$925,000  and  $595,000  respectively,  in  operating  activities.

At  March  31,  2004  and  December  31,  2003,  the  Company  had cash and cash
equivalents  of  $5,559,000  and $6,515,000, respectively.  The decrease in cash
and  cash  equivalents  in  2004  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 2004 as it
further  pursues  its  commercialization  efforts.

In  December  2003,  Clean  Diesel  Technologies received $3.583 million (net of
$170,000  in  expenses)  through  a private placement of 1,282,600 shares of its
Common  Stock.  The  price  of  the  Common  Stock  was  1.70  GBP  per  share
(approximately  $2.92 per share).  The proceeds of the Common Stock issuance are
being  used  for  the  general  corporate purposes of Clean Diesel Technologies.

In  September  2003,  Clean  Diesel Technologies received $3.865 million (net of
$39,000  in  expenses)  through  a  private placement of 2,395,597 shares of its
Common  Stock.  In  conjunction  with  the  private  placement, 230,240 ten year
warrants  with  an  exercise  price  of  $1.63  per  share  were  issued.

As  a  result  of the Company's recurring operating losses, the Company has been
unable  to  generate positive cash flow.  In management's opinion, the Company's
cash  balance  at  March  31,  2004  will  be  sufficient  to fund the Company's
operations  into  2005.  The  Company may 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.

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

The  Company  maintains disclosure controls and procedures and internal controls
designed  to  ensure  that information required to be disclosed in the Company's
filings  under  the  Securities  Exchange  Act  of  1934 is recorded, processed,
summarized  and reported within the time periods specified in the Securities and
Exchange  Commission's  rules  and  forms.  The  Company's  management, with the
participation  of  its principal executive and financial officers, has evaluated
the  effectiveness of the Company's disclosure controls and procedures as of the
end  of  the period covered by this Quarterly Report on form 10Q.  The Company's
principal  executive  and  financial  officers  have  concluded,  based  on such
evaluation,  that such disclosure controls and procedures were effective for the
purpose  for  which  they  were  designed  as  of  the  end  of  such  period.

There  was  no change in the Company's internal control over financial reporting
that  was identified in connection with such evaluation that occurred during the
period  covered  by  this  Quarterly  Report  on  form  10Q  that has materially
affected,  or  is reasonably likely to materially affect, the Company's internal
control  over  financial  reporting.


                                      -11-
<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
         None

Item 5.  Other  Information
         None

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

         b.   Reports  on  Form  8-K
          None


                                      -12-
<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.



Date:  May 11, 2004              By:  /s/Jeremy D. Peter-Hoblyn
                                      -------------------------------
                                      Jeremy D. Peter-Hoblyn
                                      Director and
                                      Chief Executive Officer



Date:  May 11, 2004              By:  /s/David W. Whitwell
                                      -------------------------------
                                      David W. Whitwell
                                      Chief Financial Officer,
                                      Vice President and Treasurer


                                      -13-
<PAGE>