Exhibit  3(v)


                             CERTIFICATE OF AMENDMENT
                                       TO
                           CERTIFICATE OF DESIGNATION
                                       OF
                                 PREFERRED STOCK
                                       OF
                         CLEAN DIESEL TECHNOLOGIES, INC.


     CLEAN  DIESEL  TECHNOLOGIES,  INC. (the "Company"), a corporation organized
and  existing  under  the General Corporation Law of the State of Delaware, does
hereby  certify  as  follows:

     FIRST:  That in accordance with the requirements of Sections 141 and 242 of
the  General Corporation Law of the State of Delaware, the Board of Directors of
the  Company  (the  "Board")  duly  adopted a resolution proposing and declaring
advisable  that  (i)  The second sentence of Section 1 (a) of the Certificate of
Designation,  as  amended  (the  "Certificate"),  for  the  Company's  Series  A
Convertible Preferred Stock (the "Stock") be amended to provide as follows: "The
number  of  shares  of  this Series shall be 20,000 registered shares, par value
$0.05  per  share." and (ii) such amendment be recommended to the holders of the
Stock  and  submitted  to  such  holders  for  their  consent  and  approval.

     SECOND: That thereafter, pursuant to a resolution of the Board, the holders
of the Stock, in accordance with Sections 228 and 229 of the General Corporation
Law  of  the  State  of  Delaware,  on  November  12, 2000 duly consented to and
approved  the  aforesaid  amendment  of  the  Certificate.

     IN WITNESS WHEREOF, the Company has caused this Certificate of Amendment to
Certificate  of  Designation  of  Preferred  Stock  to  be  duly  executed  and
acknowledged  in  accordance  with Section 103 of the General Corporation Law of
the  State  of  Delaware  on  this  22nd  day  of  November,  2000.


CLEAN DIESEL TECHNOLOGIES, INC.


By:  /s/  C.  W.  Grinnell
   ----------------------------
     Charles  W.  Grinnell
     Vice President & Secretary


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