Exhibit 3(i)(a)

                      Restated Certificate of Incorporation
                                       of
                         Clean Diesel Technologies, Inc.

     The original certificate of incorporation of Clean Diesel Technologies,
Inc. (the "corporation") was filed with the Secretary of State of Delaware on
January 19, 1994. This restated certificate of incorporation of the corporation
was duly adopted by the vote of the Board of Directors of the corporation in
accordance with Section 245 of the Delaware General Corporation Law on March 21,
2007 without a vote of shareholders. This restated certificate of incorporation
only restates and integrates and does not further amend the provisions of the
corporation's certificate of incorporation as theretofore amended and
supplemented and there is no discrepancy between those provisions and the
provisions of this restated certificate.

1.   The name of the corporation is

                        Clean Diesel Technologies, Inc.

2.   The address  of  its  registered  office  in  the  State  of  Delaware  is
     Corporation  Trust  Center,  1209 Orange Street, in the city of Wilmington,
     County  of  New Castle. The name of its registered agent at such address is
     The  Corporation  Trust  Company.

3.   The nature  of  the  business  or purpose to be conducted or promoted is to
     engage  in  any  lawful  act  or  activity  for  which  corporations may be
     organized  under  the  General  Corporation  law  of  Delaware.

4.   The corporation  shall  have  authority  to issue the total number of Forty
     Five  Million  One Hundred Thousand (45,100,000) shares of the par value of
     $0.05  per  share,  amounting  in  the aggregate to Two Million Two Hundred
     Fifty  Five  Thousand  Dollars  ($2,255,000), and of such shares Forty Five
     Million  (45,000,000)  shall  be designated as common stock and One Hundred
     Thousand  (100,000)  shall  be  designated  as  preferred  stock.

     The  preferred stock may be issued from time to time in one or more series.
     The  Board  of  Directors  is hereby authorized, within the limitations and
     restrictions set forth in this Certificate, to issue the preferred stock in
     one or more series and, in connection with the creation of any such series,
     by resolution or resolutions providing for the issue of the shares thereof,
     to  determine  and  fix  such  voting powers, full or limited, or no voting
     powers,  and  such  designations,  preferences and relative, participating,
     optional  or  other  special  rights  and  qualifications,  limitations  or
     restrictions  thereof,  including  without  limitation,  dividend  rights,
     dividend  rates,  conversion  rights,  rights  and  terms  of  redemption
     (including sinking fund provisions), and the liquidation preferences of any
     unissued  series  of  preferred stock and the number of shares constituting
     any  such  series;  and to increase or decrease the number of shares of any
     series  subsequent to the issue of shares of that series, but not above the
     total  number of authorized shares of the class and not below the number of
     shares of such series then outstanding. In case the number of shares of any
     series  shall  be so decreased, the shares constituting such decrease shall
     resume


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     the  status  which  they  had  prior  to  the  adoption  of  the resolution
     originally  fixing  the  number  of  shares  of  such  series. In no event,
     however,  may  the  Board  of Directors issue preferred stock which has the
     effect  of  voting  as  a  class  during  the pendency of a tender offer to
     purchase  more  than  50%  of  the  common stock of the Company, unless the
     tender  offeror(s)  consent  to  such  issuance.

5.   In furtherance  and  not  in limitation of the powers conferred by statute,
     the Board of Directors is expressly authorized to make, alter or repeal the
     by-laws  of  the  corporation.

6.   Elections  of Directors need not be by written ballot unless the by-laws of
     the  corporation  shall  so  provide.

7.   Meetings  of  stockholders  may  be  held  within  or  without the state of
     Delaware,  as  the by-laws may provide. The books of the corporation may be
     kept  outside  of  the  State of Delaware at such place or places as may be
     designed  from  time to time by the board of directors or in the by-laws of
     the  corporation.

8.   (a)  A director  of  the  corporation shall not be personally liable to the
     corporation  or  its  stockholders  for  monetary  damages  for  breach  of
     fiduciary duty as a director except that this Article 9 shall not eliminate
     or  limit  a director's liability (i) for any breach of the director's duty
     of  loyalty  to  the  corporation  or  its  stockholders,  (ii) for acts or
     omissions  not  in  good faith or which involve intentional misconduct or a
     knowing  violation  of law, (iii) under Section 174 of the Delaware General
     Corporation  law,  or  (iv)  for  any  transaction  from which the director
     derived  an  improper  personal  benefit.

     (b)  If  the  Delaware  General  Corporation  Law is amended after approval
     by the stockholders of this Article 8 to authorize corporate action further
     eliminating  or  limiting  the  personal  liability  of directors, then the
     liability  of  a director of the corporation shall be eliminated or limited
     to the fullest extent permitted by the Delaware General Corporation Law, as
     so  amended  from  time  to  time.

     (c)  Any  repeal  or  modification of this Article 8 shall not increase the
     personal  liability  of  any  director  of  this corporation for any act or
     occurrence  taking place prior to such repeal or modification, or otherwise
     adversely  affecting  any  right  or  protection  of  a  director  of  the
     corporation  existing  at  the  time  of  such  repeal  or  modification.

9.   (a)  Except  as  otherwise  provided  below, the corporation, shall, to the
     fullest  extent  indemnify  each  person  who  is,  or  shall  have been, a
     director,  officer, employee or agent of the corporation or who is or was a
     director,  officer, employee or agent of the corporation and is serving, or
     shall  have  served,  at  the  request  of  the corporation, as a director,
     officer,  employee or agent of another organization or in any capacity with
     respect  to  any  employee  benefit  plan  of  the corporation, against all
     liabilities  and  expenses  (including judgments, fines, penalties, amounts
     paid  or  to  be paid in settlement, and reasonable attorneys fees) imposed
     upon  or incurred by any such person (the "Indemnitee") in connection with,
     or  arising  out  of,  the  defense  of  disposition  of


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     any  action,  suit  or  other  proceeding,  whether  civil  or criminal, in
     which he may be a defendant or with which he may be threatened or otherwise
     involved,  directly  or  indirectly,  by reason of his being or having been
     such  a  director, officer, employee or agent or as a result of his serving
     or  having served with respect to any such employee benefit plan; provided,
     however, that the corporation shall provide no indemnification with respect
     to  any matter as to which any such Indemnitee shall be finally adjudicated
     in  such  action  suit or proceeding not to have acted in good faith in the
     reasonable  belief  that  his  action  was (i) in the best interests of the
     corporation  or  (ii)  to  the  extent  such matter relates to service with
     respect  to  an  employee  benefit  plan,  in  the  best  interests  of the
     participants  or  beneficiaries  of  such  employee  benefit  plan.

     (b)  The  right  to  indemnification  conferred  in  this  Article  9 shall
     include  the  right  to  be  paid  by  the  corporation for liabilities and
     expenses  incurred  in  connection with the settlement of compromise of any
     such  action,  suite  or  proceeding,  pursuant  to  a  consent  decree  or
     otherwise,  unless  a  determination  is  made, within forty-five (45) days
     after receipt by the corporation of a written request by the Indemnitee for
     indemnification,  that  such  settlement  or  compromise is not in the best
     interests  of  the  corporation  or,  to  the extent such matter related to
     service  with  respect to an employee benefit plan, that such settlement or
     compromise  is  not  in  the  best  interests  of  the  participants  or
     beneficiaries of such plan. Any such determination shall be made (i) by the
     board  of  directors  of  the  corporation  by  a majority vote of a quorum
     consisting  of  disinterested  directors,  or  (ii)  if  such quorum is not
     obtainable,  by  a  majority of the disinterested directors then in office.
     Notwithstanding  the  foregoing,  if  there are less than two disinterested
     directors  of  the corporation then in office, the board of directors shall
     promptly  direct  that  independent legal counsel (who may be regular legal
     counsel  to the corporation) determine, based on facts know to such counsel
     at such time, whether such Indemnitee acted in good faith in the reasonable
     belief that this action was in the best interests of the corporation or the
     participants  or  beneficiaries  of  any such employee benefit plan, as the
     case  may  be;  and,  in  such event, indemnification shall be made to such
     Indemnitee  unless,  within  forty-five  (45)  days  after  receipt  by the
     corporation  of  the  request  by such Indemnitee for indemnification, such
     independent  legal  counsel  in  a  written  opinion  to  the  corporation
     determines that such Indemnitee did not act in good faith in the reasonable
     belief  that his action was in the best interests of the corporation or the
     participants  or  beneficiaries  of  any such employee benefit plan, as the
     case  may  be.

     (c)  As  a  condition  precedent  to  his  right  to  be  indemnified,  the
     Indemnitee  must  give  the  corporation  notice  in  writing  as  soon  as
     practicable  of  any  action,  suit  or  proceeding involving him for which
     indemnity  will  or  could  be  sought. With respect to any action, suit or
     proceeding  of  which  the corporation is notified, the corporation will be
     entitled  to  participate  therein  at its own expense and/or to assume the
     defense  thereof  at  its  own  expense,  with  legal  counsel  reasonably
     acceptable  to  such  Indemnitee.  After notice from the corporation to the
     Indemnitee of its election so to assume such defense, the corporation shall


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     not  be  liable  to  such  Indemnitee  for  any  legal  or  other  expenses
     subsequently incurred by such Indemnitee in connection with such claim, but
     the  fees  and  expense  of  such  counsel  incurred  after notice from the
     corporation  of  its  assumption  of  the  defense  thereof shall be at the
     expense  of  the  Indemnitee  unless  (i)  the employment of counsel by the
     Indemnitee  has  been  authorized  by  the corporation, (ii) counsel to the
     Indemnitee  shall have reasonably concluded that there may be a conflict of
     interest  or  position on any significant issue between the corporation and
     the  Indemnitee  in  the conduct of the defense of such action or (iii) the
     corporation  shall  not in fact have employed counsel to assume the defense
     of  such  action,  in each of which cases, the fees and expenses of counsel
     for  the  Indemnitee  shall be at the expense of the corporation, except as
     otherwise  expressly provided by this Article. The corporation shall not be
     entitled  to assume the defense of any claim brought by or on behalf of the
     corporation or as to which counsel for the Indemnitee shall have reasonably
     made  the  conclusion  provided  for  in  (ii)  above.

     (d)  Subject to paragraph 4(c) above, the right to indemnification referred
     to  in  this  Article shall include the right to be paid by the corporation
     for expenses (including reasonable attorneys' fees) incurred in defending a
     civil  or  criminal  action,  suit  or  proceeding  in advance of its final
     disposition,  subject  to  receipt  of  an undertaking by the Indemnitee to
     repay  such  payment  if it is ultimately determined that the Indemnitee is
     not entitled to indemnification under this Article. Such undertaking may be
     accepted  without  reference to the financial ability of such Indemnitee to
     make  such  repayment.  Notwithstanding  the foregoing, no advance shall be
     made  by  the  corporation  under  this paragraph (d) if a determination is
     reasonably  and  promptly made by the board of directors by a majority vote
     of a quorum consisting of disinterested directors or, if such quorum is not
     obtainable, by a majority of the disinterested directors of the corporation
     then  in  office  or, if there are not at least two disinterested directors
     then  in  office,  by  independent  legal counsel (who may be regular legal
     counsel  to  the corporation) in written opinion that, based on facts known
     to  the board of directors or counsel at such time, such Indemnitee did not
     act  in good faith in the reasonable belief that his action was in the best
     interests  of  the  corporation  or the participants or beneficiaries of an
     employee benefit plan of the corporation, as the case my be.

     (e)  If  an  Indemnitee  is  entitled  under  any provision of this Article
     to  indemnification  by  the  corporation  of  some  or  a  portion  of the
     liabilities  or expenses imposed upon or incurred by such Indemnitee in the
     investigation,  defense,  appeal  or  settlement  of  any  action, suite or
     proceeding  but not, however, for the total amount thereof, the corporation
     shall  nevertheless  indemnify  the  Indemnitee  for  the  portion  of such
     liabilities  or  expenses  to  which  such  Indemnitee  is  entitled.

     (f)  The  right  to  indemnification  and  the payment of expenses incurred
     in  defending  any  action,  suit  or  proceeding  in  advance of its final
     disposition  conferred  in this Article shall not be exclusive of any other
     right  which  any  person may have or thereafter acquire under any statute,
     provision  of  the  articles  of incorporation, by-laws, agreement, vote of
     stockholders  of


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     managing  directors  or  otherwise.  Without  limiting  the  generality  of
     the  foregoing, the corporation, acting through its board of directors, may
     enter  into  agreements  with  any  director or employee of the corporation
     providing  for  indemnification  rights  equivalent  to or greater than the
     indemnification  rights  set  forth  in  this  Article.

     (g) The corporation may purchase and maintain insurance, at its expense, to
     protect  itself  and any director or employee of the corporation or another
     organization  or  employee  benefit  plan  against any expense or liability
     incurred by him in any such capacity, or arising out of the status as such.

     (h)  The  corporation's  obligation  to  provide indemnification under this
     Article  shall  be  offset  to  the  extent  of  any  other  source  of
     indemnification  or  any  otherwise  applicable  insurance coverage under a
     policy  maintained  by  the  corporation  or  any  other  person.

     (i)  Without  the  consent  of a person entitled to the indemnification and
     other  rights  provided  in  this  Article,  no  amendment  modifying  or
     terminating  such  rights shall adversely affect such person's rights under
     this  Article  with  respect  to  the  period  prior  to  such  amendment.

     (j)  If  this  Article  or  any portion thereof shall be invalidated on any
     ground  by  any court of competent jurisdiction, then the corporation shall
     nevertheless  indemnify  each Indemnitee as to any liabilities and expenses
     with  respect  to  any  action,  suit  or  proceedings  to  the full extent
     permitted  by  any  applicable  portion of this Article that shall not have
     been  invalidated  and  to  the  full  extent  permitted by applicable law.

     (k)  As  used  in  this  Article,  the term "director" "officer" "employee"
     "agent"  and  "person"  include  their  respective  heirs,  executors,
     administrators  and  legal  representatives and an "interested" director is
     one  against  whom  in such capacity the proceedings in question or another
     proceeding  on  the  same  or  similar  grounds  is  then  pending.

     10.  The  corporation  reserves the right to amend, alter, change or repeal
     any provision contained in this certificate of incorporation, in the manner
     now  or  hereafter  prescribed  by  statute,  and all rights conferred upon
     stockholders  herein  are  granted  subject  to  this  reservation.


     THE  UNDERSIGNED duly authorized officer of the corporation does hereby set
his  hand  this  21st  day  of  March,  2007.


                                               /s/ C. W. Grinnell
                                             -------------------------------
                                               Charles W. Grinnell
                                             Vice President and Secretary