SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Amendment No. 1 to

(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 [NO FEE REQUIRED]

For the fiscal year ended: December 31, 1996
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
EXCHANGE ACT OF 1934 [NO FEE REQUIRED]

For the transition period from __________________ to ____________________

Commission File No. 0-27432

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

Delaware 06-1393453
- -------------------------------------------------------------- ---------------------------------------
(State or other jurisdiction of incorporation of organization) (I.R.S. Employer Identification Number)

Suite 702, 300 Atlantic Street
Stamford, CT 06901
(203) 327-7050
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(Address and telephone number of principal executive offices)

Securities registered pursuant to Section 12(b) of the Act: None

Securities registered pursuant to Section 12 (g) of the Act:

Common Stock $0.05 par value per share
--------------------------------------

(Title of Class)

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 (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.

Yes X No
--- ---

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

Aggregate market value of the voting stock held by non-affiliates of the
registrant based on the average bid and asked prices of March 18, 1997:
$10,695,830.

Indicate number of shares outstanding of each of the registered classes of
common stock at March 18, 1997: 2,516,666 shares Common Stock, $0.05 par value.

Documents incorporated by reference:
Certain portions of the registrant's 1996 Annual Report to stockholders and of
the registrant's Proxy Statement for the annual meeting of stockholders to be
held in 1997 described in Parts II, III, and IV hereof are incorporated by
reference in this report.

Part IV

Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K.

(a). (3) Exhibits

EXHIBIT NO. TITLE
------- --- -----

27 Financial Data Schedule

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, Clean Diesel Technologies, Inc. has duly caused this
Amendment No. 1 to Report on Form 10-K to be signed on its behalf by the
undersigned, thereunto duly authorized.

CLEAN DIESEL TECHNOLOGIES, INC.

May 5, 1997 By: /s/ Jeremy D. Peter-Hoblyn
------------------ --------------------------
Date Jeremy D. Peter-Hoblyn
Chief Executive Officer,
President and Director

Pursuant to the requirements of the Securities Exchange Act of 1934,
this Amendment No. 1 to Report on Form 10-K has been duly signed below by the
following persons on behalf of Clean Diesel Technologies, Inc. and in the
capacities and on the dates indicated.

/s/ Ralph E. Bailey Director and Chairman of the Board of Directors May 5, 1997
-------------------------
Ralph E. Bailey

/s/ Jeremy D. Peter-Hoblyn Chief Executive Officer, President and Director May 5, 1997
------------------------- (principal executive officer)
Jeremy D. Peter-Hoblyn

/s/ Scott M. Schecter Chief Financial Officer, Vice President and May 5, 1997
------------------------- Treasurer (principal financial and accounting
Scott M. Schecter officer)

/s/ James M. Valentine Director, Chief Operating Officer, and May 5, 1997
------------------------- Executive Vice President
James M. Valentine

/s/ Kent D. S. Durr Director May 5, 1997
-------------------------
Kent D. S. Durr

/s/ John A. de Havilland Director May 5, 1997
-------------------------
John A. de Havilland

/s/ Charles W. Grinnell Director, Vice President and Corporate Secretary May 5, 1997
-------------------------
Charles W. Grinnell