Exhibit
3.1




Clean
Diesel Technologies, Inc.


A
Delaware Corporation





BY-LAWS





As
Amended Through November 6, 2008








ARTICLE
I





OFFICES





Section
1.1.               Registered
Office.  The Corporation's registered office shall be in the
City of Wilmington, County of New Castle, State of Delaware.





Section
1.2.               Other
Offices.  The Corporation may also have offices at such
other places within or without the State of Delaware as the Board
of


Directors
shall determine.








ARTICLE
II





STOCKHOLDERS





Section
2.1.               Place of
Meeting.  Meetings of stockholders may be held at such places
within or without the State of Delaware as the Board of Directors shall
determine.





Section
2.2.               Annual and Special
Meetings.  Annual meetings of stockholders shall be held at
dates, times, and places fixed by the Board of Directors and stated in the
notice of meeting to elect Directors and to transact such other business as may
properly come before the meeting; provided, however, that the date of each
annual meeting shall be within thirteen months subsequent to the date of the
Corporation’s last annual meeting of stockholders.





Special
meetings of stockholders for any proper purpose or purposes, including the
election of Directors, may be called at any time by the Board of Directors, the
Chairman of the Board or the Chief Executive at such date, time and place as the
Board of Directors shall determine. If requested in writing by the holders of
not less than 25% of the aggregate of the Corporation's then outstanding capital
stock specifying the purpose or purposes of the meeting and delivered to the
Chairman of the Board, the Chief Executive Officer or the Secretary, special
meetings of stockholders shall be called by the Chairman of the Board, the Chief
Executive Officer
or the Secretary. Only such business as is specified in the notice of any
special meeting of the stockholders shall come before a special meeting. If a
special meeting is properly called by the stockholders, the Board of Directors
shall determine the time and place of such special meeting, which shall be held
not less than thirty-five (35) and not more than one hundred twenty (120) days
after the date of receipt of the request. For a special meeting to be properly
called by the stockholders, the request in writing for such special meeting
shall be adequate as provided in Section 2.12 below.





Section
2.3.              
Stockholders
List.   The Secretary of the Corporation shall, or shall
cause the Corporation's Transfer Agent to prepare, at least ten (10) days before
every meeting of stockholders, a complete list of the stockholders entitled to
vote at the meeting.  Such list shall be arranged in alphabetical
order and shall show each stockholder's address and the number of shares
registered in such stockholder's name.  Such list shall be open to
examination by any stockholder for any purpose germane to the meeting during
ordinary business hours for a period of at least ten (10) days prior to the
meeting at the principal place of business of the Corporation.  If the
meeting is to be held at a place or specific location, then the list shall be
produced and kept at the time and place or specific location of the meeting
during the whole time thereof and may be inspected by any stockholder who is
present.


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Section
2.4.               Notice.  Except
as otherwise provided by law, written notice which shall state the place, if
any, date and time of the meeting (and, in the case of a special meeting, the
purpose thereof) shall be given to each stockholder entitled to vote at such
meeting not less than ten (10) days and not more than (60) days before the date
on which the meeting is to be held.





Section
2.5.               Organization.  The
Chairman of the Board, if there shall be an incumbent Chairman of the Board, or,
otherwise the person designated by the Board of Directors (or, in the absence of
such designation, the highest ranking officer of the Corporation who is present
at the meeting) shall call to order meetings of stockholders and shall act as
chairman of such meetings.  The Secretary of the Corporation shall act
as secretary of meetings of stockholders.  If the Secretary of the
Corporation is absent from the meeting, the secretary of the meeting shall be
such person as the chairman of the meeting shall appoint.





Section
2.6.               Inspectors of
Election.  In advance of any meeting of stockholders, the Chairman
of the Board, the Chief Executive Officer, the Secretary or the chairman of the
meeting, shall appoint one (1) or more inspectors of election, who may be
employed by the Corporation and who, after taking and signing an oath to act as
such according to law, shall act at the meeting and make a written report
thereof.





Section
2.7.               Conduct of
Business.  The chairman of any meeting of stockholders shall
determine the order of business and the procedures to be followed at the
meeting, including regulation of the manner of voting and of the conduct of
discussion. The chairman or secretary of the meeting shall announce at the
meeting the date and time of the opening and the closing of the polls for each
matter upon which the stockholders will vote.




Section
2.8.               Quorum.  At
any meeting of stockholders, the holders of record (present in person or by
proxy) of one-third of the shares of capital stock entitled to vote at the
meeting shall constitute a quorum for the transaction of business, except as
otherwise required by law.  In the absence of a quorum, the chairman
or secretary of the meeting may adjourn the meeting in the manner provided in
Section 2.9 hereof until a quorum is present.





Section
2.9.               Adjournment.  Any
meeting of stockholders, annual or special, may be adjourned from time to time
to reconvene at the same place or another place.  A determination in
accordance with Article V hereof of stockholders of record with respect to a
meeting of stockholders shall apply to any adjournment of such meeting;
provided, however, that the Board of Directors shall have authority to fix a new
record date for the adjourned meeting.  Notice need not be given of
any such adjourned meeting if the date, time, and place thereof are announced at
the meeting at which the adjournment is taken; provided, however, that if the
adjournment is for more than thirty (30) days or if a new record date is fixed
for the adjourned meeting, written notice of the date, time, and place of the
adjourned meeting shall be given to each stockholder of record entitled to vote
at the adjourned meeting.  At the adjourned meeting, any business may
be transacted which might have been transacted at the original
meeting.


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Section
2.10.             Proxies and
Voting.  At any meeting of stockholders, each stockholder
entitled to vote may vote in person or by proxy.  Each stockholder
shall have one vote for each share of capital stock entitled to vote which is
registered in his or her name on the record date for the meeting, except as
otherwise provided in these By-Laws or as otherwise required by
law.  All voting by stockholders, except on the election of Directors
and except as otherwise required by law, may be by voice vote; provided,
however, that upon demand therefor by a stockholder (or by his proxy) entitled
to vote, a stock vote shall be taken.  Each stock vote shall be taken
by written ballots, each of which shall state the name of the stockholder (or
proxy) voting.  Each vote taken by ballots shall be counted by an
inspector or inspectors appointed by the chairman of the
meeting.  Elections of Directors shall be determined by a plurality of
the votes cast; except as otherwise required by law, all other matters shall be
determined by a majority of votes cast.





Section
2.11             
Consent of
Stockholders in Lieu of Meeting.  Nothing contained in these
By-Laws shall be deemed to restrict the power of the stockholders to take any
action by means of a consent or consents in writing according to applicable
law.




Section
2.12             
Proper Business;
Stockholder Proposals; Notice Requirements; Nomination of Directors for
Election.  At an annual meeting of the stockholders, only such
business shall be conducted as shall have been properly brought before the
meeting. To be properly brought before the meeting, business must be (i)
specified in the notice of the meeting given by or at the direction of the Board
of Directors, (ii) properly brought before the meeting by or at the direction of
the Board of Directors, or (iii) otherwise properly brought before the meeting
by a stockholder of the Corporation who gives timely and adequate written notice
to the Secretary of the Corporation of such business such stockholder intends to
bring before the meeting, was a stockholder of record at the time such
stockholder gives such notice and who is entitled to vote at the
meeting.





To be
timely, such notice must be received by the Secretary not earlier than one
hundred fifty (150) and not later than ninety (90) days before the first
anniversary of the annual meeting in the preceding year.





To be
adequate, such notice shall set forth as to each matter the stockholder proposes
to bring before the meeting (i) a brief description of the business desired to
be brought before the meeting which business shall be a proper matter
for stockholder action under the Delaware General Corporation Law, (ii) the
reasons for conducting such business at the meeting, (iii) any material interest
in such business of the stockholder of record and the beneficial owners, if any,
on whose behalf the proposal is made, (iv) the name and address of the
stockholder of record and such beneficial stockholders, if any, (v) the class
and number of shares owned by the stockholder of record and such beneficial
owners, (vi) a representation by such stockholder of record that such
stockholder intends to appear at the meeting in person or by proxy to bring the
business before the meeting,  and (vii) if such business includes a
proposal to amend the Certificate of corporation or the By-Laws of the
Corporation, the language of the proposed amendment.


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Where the
business proposed is the nomination for election or re-election of a Director or
Directors at an annual or special meeting, a notice of proposed business
intended to be brought before an annual meeting or a request in writing for a
special meeting by holders of the proper amount of the Corporation’s capital
stock, shall, in order to be adequate, set forth as to each person whom the
stockholder or stockholders propose to nominate for election or reelection as a
Director, (i) the name, age, business address and residence address of the
person, (ii) the principal occupations or employments of the person currently
and for the prior five years, (iii) a description of all arrangements or
understandings between or among the person or persons proposed as a nominee and
the proposing stockholder or stockholders and any other persons including their
names, and (iv) a statement signed by the person that such person consents to
being named as a nominee, and, if elected, the person intends to serve as a
Director.





The
Corporation may require any proposed nominee to furnish such other information
as may reasonably be required by the Corporation to determine the eligibility of
the proposed nominee to serve as a Director of the Corporation. Information
concerning the proposed nominee need not be included in the proxy statement
furnished to stockholders by the Corporation in connection with an annual
meeting and nothing in this Section is intended to govern or shall be deemed to
affect any rights of stockholders or the Corporation to request or deny
inclusion of proposals in a proxy statement issued by the Corporation pursuant
to Rule 14a-8 under the Securities Exchange Act of 1934. These provisions shall
not apply to nomination of any persons entitled to be separately elected by
holders of any class or series of capital stock pursuant to the terms of such
capital stock or pursuant to the terms of any contract to which the Corporation
shall be a party.








ARTICLE
III





DIRECTORS





Section
3.1.               General
Powers.  Except as may otherwise be provided by law, the
Certificate of corporation or these By-Laws, the business and affairs of the
Corporation shall be managed by or under the direction of the Board of Directors
and the Board of Directors may exercise all of the powers of the Corporation.





Section
3.2.               Number, Election, Term, and
Removal of Directors.  The number of Directors shall be as
determined from time to time by the Board of Directors or by the
stockholders.  Each Director shall be elected for a term of one year
and until a successor is duly elected or until the Director shall sooner resign,
retire, become deceased or be removed by the stockholders. Any Director may be
removed by the stockholders with or without cause at any time. Any Director may
resign at any time by submitting an electronic transmission or by delivering a
written notice of resignation, signed by such Director to the Chairman, the
Chief Executive Officer or the Secretary. Unless otherwise specified therein,
such resignation shall take effect upon delivery. Vacancies and newly created
Directorships resulting from an increase in the number of Directors may be
filled (for the unexpired term and until a successor Director is elected) by a
majority of the Directors then in office (although less than a quorum), by the
sole remaining Director, or by the stockholders. Any decrease in the authorized
number of Directors shall not become effective until the expiration of the term
of the Directors then in office unless, at the time of such decrease, there
shall be vacancies on the Board which are being eliminated by the decrease.


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Section
3.3.               Chairman of the
Board.  The Directors may elect one of their members to be
Chairman of the Board of Directors.  The Chairman of the Board of
Directors shall be subject to the control of, and may be removed with or without
cause by, the Board of Directors.  The Chairman of the Board of
Directors shall perform such duties as may from time to time be assigned to him
or her by the Board of Directors.





Section
3.4.               Board
Meetings.  Regular meetings of the Board of Directors shall be
held at such dates, times, and places as may from time to time be fixed by the
Board of Directors. Notice need not be given of regular meetings of the Board of
Directors. Special meetings of the Board of Directors may be held at any date,
time, and place upon the call of the Chairman of the Board or the Chief
Executive Officer, and shall be called by the Secretary, if and as directed by
one-third of the Directors then in office. Notice of the place, date and time of
special meetings shall be given but, unless required by law, the Certificate of
Incorporation or these By-Laws, notice of the business to be transacted at, or
the purpose of regular or special meetings need not be specified. If notice of a
special meeting is given in writing, including by facsimile, e-mail or other
electronic means, it must be delivered at least twenty-four (24) hours before
the meeting to a Director’s business or residence, and, if such notice is given
in person or by telephone, it must be given at least twelve (12) hours before
the meeting. Meetings of the Board of Directors may be held without notice
immediately after annual meetings of stockholders.





Section
3.5.               Action Without
Meeting.  Nothing contained in these By-Laws shall be deemed to
restrict the power of the Board of Directors or of any committee of the Board of
Directors to take any action without a meeting, if all members of the Board or
committee, as the case may be, consent thereto in writing, or by electronic
transmission, including by facsimile or e-mail.





Section
3.6.               Telephonic
Meetings.  Nothing contained in these By-Laws shall be deemed
to restrict the power of members of the Board of Directors, or of any committee
of the Board of Directors to participate in meetings of the Board of Directors
(or of such committees) by means of conference telephone or other communications
equipment by means of which all persons participating in such meeting can hear
each other.





Section
3.7.               Quorum; Act of the Board of
Directors.  One-half of the total number of Directors shall
constitute a quorum for the transaction of business.  If a quorum is
not present at any meeting of the Board of Directors, a majority of the
Directors present may adjourn the meeting to another place, date, and time
without further notice or waiver.  Except as otherwise provided by
law, by the Certificate of Incorporation, by these By-Laws, or by any binding
contract or agreement to which the Corporation is a party, the act of a majority
of the Directors present at any meeting at which there is a quorum shall be the
act of the Board of Directors.





Section
3.8.               Committees of the Board ofDirectors.  The
Board of Directors,
by resolution adopted by a majority of the whole Board of Directors, may
designate one or more committees (including, without limitation, an Executive
Committee) to have and to exercise such power and authority as the Board of
Directors shall specify, and, in accordance with applicable law or stock
exchange rules, may adopt a charter for such committees. In the absence or
disqualification of a member of a
committee, the member or members thereof present at any meeting may (whether or
not he, she or they constitute a quorum) unanimously appoint another Director,
who is not disqualified by applicable law or stock exchange rules from voting or
from acting as a member of such committee, to act at the meeting in place of the
absent or disqualified committee member. Each committee may fix procedural rules
for meeting and for conducting its business and shall act in accordance
therewith, except as otherwise provided in these By-Laws or as otherwise
required by law. Notice to committee members of all committee meetings shall be
given in the manner provided in Section 3.3 above for notice to Directors of
Board Meetings, except that the Chairman of the committee shall be substituted
for the Chairman of the Board and the committee shall be substituted for the
Board with respect to members of the committee calling a meeting. One-half of
the members of each committee shall constitute a quorum (unless the committee
shall consist of one member, in which event one member shall constitute a
quorum). A quorum being present, all matters shall be determined by a majority
vote of the committee members present at a committee meeting


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Section
3.9.               Minutes of Meetings of
Committees.  Each committee of the Board of Directors shall
keep minutes of its meetings and shall report the same when and as required by
the Board of Directors.





Section
3.10.            
Compensation of
Directors.  Pursuant to resolution of the Board of Directors,
Directors may be paid their expenses of attendance at meetings of the Board of
Directors and may also be paid a fixed sum for attendance at each meeting of the
Board of Directors, a stated salary or annual retainer, and stock options or
other equity awards, or any combination of the foregoing, for service as a
Director.  Pursuant to resolution of the Board of Directors, members
of committees of the Board of Directors may also be allowed similar
compensation for service as a Committee member as provided above for
service as a Director. No payment referred to in this Section 3.9 shall preclude
any Director from serving the Corporation in any other capacity or from
receiving compensation therefor.








ARTICLE
IV





OFFICERS





Section
4.1.               General.  The
Corporation's officers shall consist of a Chief
Executive Officer, a President, a Chief Financial Officer, one or more Vice
Presidents, a Secretary, a Treasurer, and such other officers (which may include
one or more Assistant Secretaries and Assistant Treasurers) with such titles and
duties as the Board of Directors shall determine.  Any number of
offices may be held by the same person.  Each officer shall be elected
by the Board of Directors, shall be subject to supervision and direction by the
Board of Directors, shall serve at the pleasure of the Board of Directors, and
shall hold office for the term prescribed by the Board of
Directors.  The salaries of all officers shall be fixed by the Board
of Directors.  The authority, duties, or responsibilities of any
officer may be suspended by the Board of Directors with or without
cause.  Any officer may be removed at any time by the Board of
Directors with or without cause.





Section
4.2.               The Chief Executive
Officer.  The Chief Executive Officer
shall be the Corporation's chief executive officer.  Subject to the
provisions of these By-Laws and to the direction of the Board of Directors, the Chief
Executive Officer shall have responsibility for general management and control
of the Corporation's affairs and business and shall perform all duties and have
all powers which are commonly incident to the office of chief executive or which
are delegated to him by the Board of Directors.  The Chief Executive
Officer shall have power to sign all stock certificates, contracts, and other
authorized instruments of the Corporation.  The Chief Executive
Officer shall have general supervision and direction of the Corporation's other
officers and agents.


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Section
4.3.               The
President.   The President shall be responsible forthe day to
day operations of the Corporation as may be delegated to the President by the
Chief Executive Officer from time to time and, if the Chief Executive Officer
shall be absent or unable to act, the President shall act in the stead of the
Chief Executive Officer.





Section
4.4                The Chief Financial
Officer.  The Chief Financial Officer shall be responsible for the
financial affairs of the Corporation as may be delegated to the Chief Financial
Officer by the Chief Executive Officer and, if the Chief Financial Officer shall
be absent or unable to act, the Board of Directors shall promptly elect a
permanent or temporary Chief Financial Officer.





Section
4.5.               The Vice
Presidents.  In the President's absence (or in the event of his
or her inability or refusal to act), the Vice President (or if there be
more than one Vice President, the Vice Presidents in the order designated by the
Board of Directors, or in the absence of such designation, then in the order of
their election, starting with the first to be elected), shall perform all duties
of the President.  When so acting, such Vice President shall have all
powers of, and be subject to all restrictions upon, the
President.  The Vice President(s) shall perform such other duties, and
shall have such other powers, as the Board of Directors shall
prescribe.





Section
4.6.              
The Secretary;
Assistant Secretaries.  The Secretary shall attend all meetings
of the Board of Directors and all meetings of stockholders, and shall record the
proceedings of such meetings in a book or books to be kept for that
purpose.  If so directed by the Board of Directors, the Secretary
shall perform similar duties with respect to meetings of committees of the Board
of Directors.  The Secretary shall give (or cause to be given) notice
of all meetings of stockholders and of all special meetings of the board of
Directors.  The Secretary shall have custody of the Corporation's seal
and he (or any Assistant Secretary) shall have authority to affix such seal to
any appropriate instrument.  When so affixed, such seal may be
attested by the Secretary's (or such Assistant Secretary's)
signature.  The Board of Directors may give general authority to any
other officer to affix the Corporation's seal and to attest such affixation by
such other officer's signature.  In the Secretary's absence (or in the
event of his inability or refusal to act), the Assistant
Secretary (or if there shall be more than one Assistant Secretary, the Assistant
Secretaries in the order designated by the Board of Directors, or in the absence
of such designation, then in the order of their election, starting with the
first to be elected) shall have all powers of, and be subject to all
restrictions upon, the Secretary.  The Secretary and the Assistant
Secretary (or Assistant Secretaries) shall perform such other duties, and shall
have such other powers, as the Board of Directors shall prescribe with respect
to each such office.





Section
4.6.               The Treasurer; Assistant
Treasurers.  The Treasurer shall have custody of the
Corporation's monies and securities, shall keep regular books of account, and
shall deposit all of the Corporation's monies and other valuable effects in the
name of (and to the credit of) the Corporation in one or more depositories
designated by the Board of Directors.  The Treasurer shall disburse
the Corporation's funds as directed by the Board of Directors and shall take
vouchers for such disbursements.  The Treasurer shall render to the
Board of Directors at its regular meetings (or when otherwise directed by the
Board of Directors) an account of his transactions as Treasurer and of the
Corporation's financial condition.  In the absence of the Treasurer
(or in the event of his inability or refusal to act), the Assistant Treasurer
(or if there shall be more than one Assistant Treasurer, the Assistant
Treasurers in the order designated by the Board of Directors, or in the absence
of such designation, then in the order of their election, starting with the
first to be elected) shall have all powers of, and be subject to all
restrictions upon, the Treasurer.  The Treasurer and the Assistant
Treasurer (or Assistant Treasurers) shall perform such other duties, and shall
have such other powers, as the Board of Directors shall prescribe with respect
to each such office.


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Section
4.7.               Delegation of
Authority.  The Board of Directors may from time to time
delegate the powers or duties of any officer to any other officer or agent,
notwithstanding any other provision of these By-Laws.





Section
4.8.               Facsimile Signatures of
Officers.  Facsimile or electronic signatures of any officer
may be used whenever authorized by these By-Laws or by the Board of
Directors.





Section
4.9.               Action with Respect to
Securities of Other Entities. Unless
otherwise prescribed by the Board of Directors, the Chief Executive Officer, the
President or Secretary (or any other officer designated by the Chief Executive
Officer to act in their stead) shall have power and authority on the
Corporation's behalf to attend (and to act and vote at) meetings of holders of
securities of any entity in which the Corporation shall own or hold
securities.  At such meetings, the Chief Executive Officer, the
President, Secretary or Chief Executive Officer's designee, as the case may be,
shall possess (and may exercise) all rights and powers incident to the ownership
or holding of such securities which the Corporation might have possessed and
exercised.  The Chief Executive Officer, the President, the Secretary
or the Chief Executive Officer's designee may execute and deliver on the
Corporation's behalf powers of attorney, proxies, consents, waivers, and other
instruments relating to the securities owned or held by the
Corporation.








ARTICLE
V





CAPITAL
STOCK





Section
5.1.              
Stock
Certificates.  Certificates for shares of the Corporation's
capital stock shall be in such form as shall be permitted by law and approved by
the Board of Directors. Every holder of stock in the Corporation shall be
entitled to have a certificate signed by, or in the name of the Corporation by
the Chairman of the Board of Directors if one shall be incumbent) or the Chief
Executive Officer or the President or the Chief Financial Officer or a Vice
President and by the Treasurer or an Assistant Treasurer, or the Secretary or an
Assistant Secretary, certifying the number of shares owned by him in the
Corporation. If such certificate is countersigned (1) by a transfer agent other
than the Corporation or its employee, or (2) by a registrar other than the
Corporation or its employee, any other signatures on the certificate may be
facsimile. In case any officer who has signed or whose facsimile signature has
been placed upon a certificate shall have ceased to be such officer before such
certificate is issued, it may be issued by the Corporation with the same effect
as if he were such officer at the date of issue.





If the
Corporation shall be authorized to issue more than one class of stock or more
than one series of any class, the designations, preferences and relative,
participating optional or other special rights of each class of stock or series
thereof and the qualifications, limitations or restrictions of such preferences
and/or rights shall be set forth in full or summarized on the face or back of
the certificates which the Corporation shall issue to represent such class or
series of stock or there shall be set forth on the face or back of the
certificates which the Corporation shall issue to represent such class or series
of stock, a statement that the Corporation will furnish, without charge to each
stockholder who so requests, the designations, references and relative,
participating, optional or other special rights of each class of stock or series
thereof and the qualifications, limitations or restrictions of such preferences
and/or rights.  Any restriction imposed upon the transfer of shares or
registration of transfer of shares shall be noted conspicuously on the
certificate representing the shares subject to such
restriction.


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Section
5.2.               Transfer of
Shares.  Shares of the Corporation's capital stock may be
transferred on the Corporation's books or on the books of the Corporation’s
transfer agent only by the holder of such shares (or by such holder's authorized
attorney) upon surrender to the Corporation or to the Corporation's transfer
agent of the properly endorsed certificate(s) representing such
shares.





Section
5.3.               Lost, Stolen, or Destroyed
Certificates.  The Board of Directors (or the Corporation's
transfer agent) may authorize the issuance of a new share certificate to replace
any certificate theretofore issued by the Corporation which is alleged to have
been lost, stolen, or destroyed.  The Board of Directors, as a
condition to such issuance, may require that the owner of such lost, stolen, or
destroyed certificate, or his legal representative, (i) submit to the
Corporation an affidavit stating that such certificate has been lost, stolen, or
destroyed, (ii) advertise the same in such manner as the Board of Directors
shall require, and/or (iii) give the Corporation a bond in such sum as the Board
of Directors shall require to indemnify the Corporation against any claim that
may be made against the Corporation in respect of the certificate alleged to
have been lost, stolen, destroyed or the certificate to be issued.





Section
5.4.               Record
Date.  In order that the Corporation may determine the
stockholders entitled to notice of or to vote at any meeting of stockholders or
any adjournment thereof, the Board of Directors may fix a record date, which
record date shall not precede the date upon which the resolution fixing the
record date is adopted by the Board of Directors, and which record date shall
not be more than sixty (60) nor less than ten (10) days before the date of such
meeting.





In order
that the Corporation may determine the stockholders entitled to receive payment
of any dividend or other distribution or allotment of any rights or the
stockholders entitled to exercise any rights in respect of any change,
conversion or exchange of stock, or for the purpose of any other lawful action,
the Board of Directors may fix a record date, which record date shall not
precede the date upon which the resolution fixing the record date is adopted,
and which record date shall be not more than sixty (60) days prior to such
action.





If no
record date is fixed:





(1)  The
record date for determining stockholders entitled to notice of or to vote at a
meeting of stockholders shall be at the close of business on the day next
preceding the day on which notice is given, or if notice is waived, at the close
of business on the day next preceding the day on which the meeting is
held.  A determination of stockholders of record entitled to notice of
or to a vote at a meeting of stockholders shall apply to any adjournment of the
meeting; provided, however, that the Board of Directors may fix a new record
date for the adjourned meeting.


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(2)  The
record date for determining stockholders entitled to consent to corporate action
in writing without a meeting, when no prior action by the Board of Directors is
necessary, shall be the first date on which a signed written consent setting
forth the action taken or proposed to be taken is delivered to the Corporation
by delivery to its registered office in this State, its principal place of
business, or an officer of agent of the Corporation having custody of the book
in which proceedings of meetings of stockholders are
recorded.  Delivery made to the Corporation's registered office shall
be by hand or by certified or registered mail, return receipt
requested.





(3)  The
record date for determining stockholders entitled to consent to corporate action
in writing without a meeting, when prior action by the Board of Directors is
required, shall be at the close of business on the day on which the Board of
Directors adopts the resolution taking such prior action.





(4)  The
record date for determining stockholders for any other purpose shall be at the
close of business on the day on which the Board of Directors adopts the
resolution relating thereto.





Section
5.5.               RegisteredStockholders.  The
Corporation shall be entitled to recognize the exclusive right of a person
registered on the Corporation's books as the owner of shares of capital stock to
receive dividends on such shares and to vote as owner of such
shares.  The Corporation need not recognize any claim to (or interest
in) such shares by any other person, whether or not the Corporation shall have
notice thereof, except as otherwise required by law.





Section
5.6.               Regulations.  The
Board of Directors shall have power and authority to make all rules and
regulations which it deems expedient concerning the issuance, transfer,
registration, cancellation, and replacement of certificates representing the
Corporation's capital stock.





Section
5.7.               United KingdomStock
Exchanges.   In connection with the trading of Shares of the
Company's capital stock on exchanges or facilities in the United Kingdom, the
officers, agents and other persons acting on behalf of the Company shall be
guided by the regulations set forth on Schedule A to these By-Laws.





Section
5.8 Direct
Registration.   Notwithstanding any other provision
in these By-Laws, the Directors may resolve to adopt a system of issuance,
recordation and transfer of its shares of capital stock by electronic or other
means not involving any issue of certificates (a “Direct Registration System”),
including provisions for notice to purchasers in substitution for any required
statements with respect to certificates, and as may be required by or is in
accord with applicable securities laws or stock exchange listing rules. Any
Direct Registration under this Direct Registration System as adopted shall not
become effective as to issued and outstanding certificated securities until the
certificates therefor have been surrendered to the
Corporation.


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ARTICLE
VI





GENERAL
PROVISIONS





Section
6.1.               Checks,
etc.  All checks, other drafts, and notes of the Corporation
shall be signed by such persons as the Board of Directors shall
designate.  Any persons designated by the Board of Directors to sign
checks, other drafts and notes of the Corporation are authorized in accordance
with such designation to open and use such accounts with such banks or trust
companies as may from time to time be required for the purposes of the
Corporation, all in accordance with such resolutions or authority limitations or
regulations as the Board of Directors may adopt from time to time.





Section
6.2.               Contracts.  All
contracts, agreements, indentures or other written commitments intended to bind
the Corporation shall be signed by an officer or officers in accordance with
such resolutions or authority limitations or regulations as the Board of
Directors may adopt from time to time.





Section
6.3.               Pro-Forma Banking and
Qualification Resolutions.  Resolutions from time to time
necessary or appropriate for the opening or maintenance by the Corporation of
any account with any bank, trust company, or broker-dealer or for the
qualification of the Corporation to do business under the laws of any state
shall be effective and shall be adopted in the exact words of such pro-forma
resolution as of the date of certification thereof so long as such resolutions
shall be certified by the Secretary or an Assistant Secretary of the Corporation
and filed with the permanent records of the resolutions of the Directors of the
Corporation.





Section
6.4.               Fiscal
Year.  The Corporation's fiscal year shall be the twelve
calendar months ending December 31 in each year unless otherwise fixed by the
Board of Directors.





Section
6.5.               Corporate
Seal.  The Corporation's corporate seal shall have inscribed
thereon the Corporation's name, the year of its corporation, and the words
"Corporate Seal" and "Delaware".





Section
6.6.               Notices.  Whenever
any law, the Certificate of Incorporation, or these By-Laws requires that notice
be given to any Director, officer, or stockholder, such notice may be given
personally, which shall include by telephone, or in writing by mail, addressed
to such Director, officer, or stockholder at his address which appears on the
Corporation's records.  Any notice given by mail shall be deemed to
have been given when deposited in the United States mail, with postage thereon
prepaid.  Notice to Directors or officers may be given personally,
including by telephone, or, in writing, including by facsimile or by e-mail or
other electronic means addressed to such Director or officer at his address
which appears on the Corporation's records, in which case notice shall be deemed
to have been given when made or delivered for transmission.





Section
6.7.               Time
Periods.  Whenever these By-Laws require that an act be done or
not be done a specified number of days prior to or after the occurrence of any
event (or require that an act be done or not be done within a period of days
prior to or after the occurrence of an event), calendar days shall be used, with
the day of the doing of such act excluded and the day of the occurrence of such
event included.


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ARTICLE
VII





AMENDMENTS





The
holders of shares of capital stock entitled at the time to vote for the election
of Directors shall have power to amend or repeal these By-Laws by vote of not
less than a majority of such shares.  Except as otherwise provided by
law, the Board of Directors shall have power to amend or repeal these By-Laws by
vote of not less than a majority of the entire Board of
Directors.  Any by-law adopted by the Board of Directors, however, may
be amended or repealed by vote of the holders of a majority of the shares of
capital stock entitled at the time to vote for the election of
Directors.


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Schedule
A to the By-Laws of Clean Diesel Technologies, Inc.





(a) In
the event that the Company receives a Transfer Form in relation to any shares in
respect of which a valid Stock Deposit Transaction has been entered into the
CREST system, the officers of the Company are authorized to interpret, and are
authorized to instruct any transfer agent of the Company to interpret, such
a  Transfer Form as an instruction to transfer the shares which are
the subject of the Transfer Form not to the transferee named in the Transfer
Form, but rather to the Depository, who shall, in accordance with the Deed Poll,
interpret such a transfer as an instruction to issue an equivalent number of
CDTI Depository Interests to the transferee specified in the Transfer
Form;





(b) In
the event that the Company receives a Demat Form in relation to any shares in
respect of which a valid Stock Deposit Transaction has been entered into the
CREST system, the officers of the Company are authorized to interpret, and are
authorized to instruct any transfer agent of the Company to interpret, such a
Demat Form as an instruction to transfer the shares which are the subject of the
Demat Form to the Depository, who shall, in accordance with the Deed Poll,
interpret such a transfer as an instruction to issue an equivalent number of
CDTI Depository Interests to the holder(s) of shares named in the Demat
Form;





(c) In
the event that the Depository receives a Stock Withdrawal Instruction in
relation to any CDTI Depository Interests and the Depository, by virtue of the
Deed Poll, treats such stock withdrawal instruction as an instruction (without
the need for any further transfer documentation to be issued) to cancel the
relevant Depository Interests, the officers of the Company are authorized to
interpret and are authorized to instruct any transfer agent of the Company to
interpret such an instruction as an instruction to transfer the shares, to which
such CDTI Depository Interests relate, to the transferee (if any) named in the
Stock Withdrawal Instruction or, if no transferee is named, to the person by
whom the relevant CDTI Depository Interests were held immediately prior to their
cancellation; provided, in each case, that any such officer, agent or other
person shall reasonably believe that the transaction so effectuated accurately
reflects the intent of the holder of such securities (or beneficial interests of
depository interests therein).





(d) For
purposes of this Schedule A, the terms identified below shall have the meaning
set forth opposite each respective term.





CDTIDepository
      Interests
            depository
      interests of a particular series issued in uncertificated form from time
      to time by the Depository on the terms and conditions of the Deed Poll and
      in accordance with the Regulations (as defined in the Deed Poll), title to
      which is evidenced by entry on the Clean Diesel Depository Interest
      Register (as defined in the Deed Poll) and which represent a particular
      class of Company securities.





CREST
      member
            a
      person who has been admitted by CRESTCo Limited or such other person,
      who is for the time being the Operator of the CREST system for the
      purposes of the Regulations (as defined in the Deed Poll), as a system
      member.


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CREST
      system
            the
      systems and procedures relating to the two CREST Applications Hosts (core
      processors) at two physically remote locations; the leased line
      communications between the two Applications Hosts and the System
      Controller's room at CRESTCo offices; the CREST Courier & Sorting
      Service; and the System Controller's room at CRESTCo
    offices.





Demat
      Form
            the
      CREST Dematerialization Request Form, in use from time to time within the
      CREST system for conversion of a certificated unit of a participating
      security held by a CREST member into uncertificated form, which has been
      completed with a specified number of Company securities and executed by or
      on behalf of the holder of such Company
  securities.





Deed
      Poll
            that
      certain deed poll made by the Depository on January 29, 2002 in relation
      to the constitution and issue of CDTI Depository Interests by the
      Depository.





Depository
            Capita
      IRG Trustees Limited and any successor depository appointed from time to
      time in accordance with the Deed
Poll.





Stock Deposit
      Transaction
            a
      properly authenticated dematerialized instruction in respect of a
      transaction which enables a shareholder to change the form in which
      securities are held from certificated to uncertificated, either as a
      result of a transfer from a certificated investor to a CREST member or as
      a result of a member dematerializing part of his own certificated
      holding.





Stock Withdrawal
      Transaction
            a
      properly authenticated instruction in respect of a transaction which
      enables a CREST member to change the form in which securities are held
      from uncertificated to certificated, either as a result of a transfer to
      an investor who is to hold the securities in certificated form or as a
      result of recertificating part of his own uncertificated
      holding.





Transfer
      Form
            the
      CREST Transfer Form, in use from time to time within the CREST system for
      a transfer of a certificated unit of a participating security to a CREST
      member to be held by that CREST member in uncertificated form, which has
      been completed with a specified number of Company securities and executed
      by or on behalf of the holder of such Company
  securities.






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