SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D. C. 20549



                                    FORM 8-K

                                  CURRENT REPOT
                     PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

       Date of report(date of earliest event reported) December 28, 2001.

                         CLEAN DIESEL TECHNOLOGIES, INC.
               (Exact name of Registrant as Specified in Charter)


                                     0-27432
                            (Commission File Number)


             Delaware                                    06-1393453
   (State or Other Jurisdiction                        (IRS Employer
         Of Incorporation)                          Identification No.)



                               300 Atlantic Street
                                Stamford CT 06901
                    (Address of Principal Executive Offices)


        Registrant's telephone number, including area code (203) 327-7050



ITEM 5. OTHER EVENTS.  On August 28, 2001:

(a)  The  Company issued and sold in the United Kingdom in offshore transactions
pursuant to Regulation S under the Securities Exchange Act of 1934, 2,580,664 of
its  common  shares  raising  approximately  $5.2 million;

(b)  the  Company's  outstanding  common shares were admitted to trading on the
Alternative  Investment  Market  (""AIM"") of the London Stock Exchange, plc. On
AIM  the  Company's  shares  trade  under  the symbols "CDT" for unrestricted
shares  and  ""CDTS"" for restricted shares. The Company's co-transfer agent in
the United Kingdom is Capita IRG plc, Bourne House 34, Beckenham Rd., Beckenham,
Kent, BR3 4TU. The Company's common shares continue, however, to be traded over
the  counter  in  the  United  States  under  the  symbol "CDTI";

(c) By affirmative vote of more than 60% of the holders of the Company's  Series
A  Convertible  Preferred  Stock  (the  ""Preferred""),  all  of the outstanding
Preferred  shares  were  converted to common shares at the rate of 373.33 common
shares  to one Preferred share, resulting in the retirement of the Preferred and
the issuance to the former Preferred holders of 5,934,829 Company common shares;

(d)  The  Company  then had 11,214,280 common shares issued and outstanding; and

(e)  Fuel-Tech  N.V.  of  Castorweg  22-24,  Curacao, Netherlands Antilles, by a
combination  of  shares  previously  owned  and  received  on  conversion of the
Preferred,  became  the  beneficial owner of 1,825,119 (16.27%) of the Company's
common  shares.



                                   SIGNATURES

     Pursuant  to  the  requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed by the undersigned thereunto
duly  authorized.


                                       CLEAN DIESEL TECHNOLOGIES, INC.

Dated:  January 10, 2002           By  /s/  C. W.  Grinnell
                                       -----------------------
                                       Secretary