Exhibit 23.2



                         Consent of Independent Auditors


We consent to the incorporation by reference in the Registration Statement (Form
S-8  No.  333-16939)  pertaining  to  the  1994  Incentive  Plan of Clean Diesel
Technologies,  Inc.,  of  our  report dated January 24, 2003 with respect to the
financial statements of Clean Diesel Technologies Inc., as of December 31, 2002,
and  for each of the two years in the period ended December 31, 2002 included in
the  Annual  Report  (Form  10-K)  for  the  year  ended  December  31,  2003.



/s/ Ernst & Young LLP

Stamford, Connecticut
March 24, 2004