
                                                               Exhibit 3(i)(a)

                        CERTIFICATE OF INCORPORATION

                                     OF

                      CLEAN DIESEL TECHNOLOGIES, INC.



     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 purposes 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
          Five Million (5,000,000) shares of the par value each of One
          Dollar ($1.00) per share, amounting in the aggregate to Five
          Million Dollars ($5,000,000.00) all of which shall be Common
          Stock.

     5.   The name and mailing address of each incorporator is

                        Name                           Address
                        ----                           -------
                 Charles W. Grinnell             1055 Washington Blvd.
                                                 Stamford CT  06901

     6.   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.

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

     8.   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 designated from time to time by the
          board of directors or in the by-laws of the corporation.

     9.   (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 9 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  9 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.

     10.  (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 or disposition of
          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 10
          shall include the right to be paid by the corporation for
          liabilities and expenses incurred in connection with the
          settlement or compromise of any such action, suit 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 known 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 not
          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
          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 expenses 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 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 on 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 may be.

          (e) If an Indemnitee is entitled under any provision of this
          article to indemnification by the corporation for 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, suit 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
          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.

     11.  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 incorporator does hereby set his hand this 10th day of
January 1994 for the purpose of forming a corporation under the General
Corporation Law of the state of Delaware.



                                                 /s/ Charles W. Grinnell
                                                 -----------------------
                                                    Charles W. Grinnell




                          CERTIFICATE OF AMENDMENT

                                     OF

                         ARTICLES OF INCORPORATION

                                     OF

                      CLEAN DIESEL TECHNOLOGIES, INC.



THE UNDERSIGNED does hereby certify that Clean Diesel Technologies, Inc.
has duly adopted the following amendment of its articles of incorporation
in accordance with the provisions of Section 242 of the Delaware General
Corporation Law:

          Article 4. of the certificate of incorporation of the Corporation
          be, and it hereby is, revoked in its entirety and the following
          be, and it hereby is, substituted in its place:

          "4. The corporation shall have authority to issue the total
          number of Ten Million (10,000,000) shares of the par value of
          $0.05 per share, amounting in the aggregate to Five Hundred
          Thousand Dollars ($500,000) all of which shall be common stock."

Dated:  October 17, 1994



                                         CLEAN DIESEL TECHNOLOGIES, INC.



                                             By: /s/ Charles W. Grinnell
                                                 -----------------------
                                                    Charles W. Grinnell
                                                      Vice President



                      CERTIFICATE OF AMENDMENT OF THE
                        CERTIFICATE OF INCORPORATION
                     OF CLEAN DIESEL TECHNOLOGIES, INC.

THE UNDERSIGNED does hereby certify that CLEAN DIESEL TECHNOLOGIES, INC., a
corporation organized and existing under the General Corporation Law of the
State of Delaware (the "Corporation"), has duly adopted the following
amendment and restatement of Article 4 of its Amended Certificate of
Incorporation in accordance with the provisions of ss. 242 of the Delaware
General Corporation Law:

     Article 4 of the certificate of incorporation of the Corporation be,
     and it hereby is, amended and restated in its entirety and the
     following, be, and it hereby is, substituted in its place as follows:

          "4. The corporation shall have authority to issue the total
          number of Five Million One Hundred Thousand (5,100,000) shares of
          the par value of $0.05 per share, amounting in the aggregate to
          Two Hundred and Fifty-Five Thousand Dollars ($255,000), Five
          Million (5,000,000) shares of which shall be designated as common
          stock and One Hundred Thousand (100,000) of which 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 the status
          which they had prior to the adoption of the resolution originally
          fixing the number of shares of such series."

     IN WITNESS WHEREOF, the Corporation has caused this Amended and
Restated Certificate of Incorporation to be signed by its Secretary,
Charles W. Grinnell, this 7th day of August, 1995.



                                         CLEAN DIESEL TECHNOLOGIES, INC.



                                       By: /s/Charles W. Grinnell
                                           ------------------------------
                                           Charles W. Grinnell, Secretary


                      CLEAN DIESEL TECHNOLOGIES, INC.

                         CERTIFICATE OF CORRECTION
                                THE AMENDED
                      CERTIFICATE OF INCORPORATION OF
                      CLEAN DIESEL TECHNOLOGIES, INC.



     CLEAN DIESEL TECHNOLOGIES, INC., a corporation organized and existing
under the General Corporation Law of the State of Delaware (the
"Corporation"),

     DOES HEREBY CERTIFY:

     That, Section 4 of the Amended Certificate of Incorporation of Clean
Diesel  Technologies,  Inc.  filed with the Delaware  Secretary of State on
August  5, 1995  (the  "Certificate")  inaccurately  reflected  the  action
adopted by the sole stockholder.  Section 4 of the Certificate  should read
as follows:

     4.   The corporation shall have authority to issue the total number of
          Five Million One Hundred Thousand (5,100,000) shares of the par
          value of $0.05 per share, amounting in the aggregate to Two
          Hundred and Fifty-Five Thousand Dollars ($255,000), Five Million
          (5,000,000) shares of which shall be designated as common stock
          and One Hundred Thousand (100,000) of which 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
          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 tendering of
          an offer to purchase 51% or more of the voting securities of the
          Company.

     IN WITNESS WHEREOF, the Corporation has caused this Certificate of
Correction to be signed by its Secretary, Charles W. Grinnell, this _______
day of August, 1995.



                                         CLEAN DIESEL TECHNOLOGIES, INC.



                                      By: /s/Charles W. Grinnell
                                          -------------------------------
                                          Charles W. Grinnell, Secretary



                      CERTIFICATE OF AMENDMENT OF THE
                        CERTIFICATE OF INCORPORATION
                     OF CLEAN DIESEL TECHNOLOGIES, INC.

THE UNDERSIGNED does hereby certify that CLEAN DIESEL TECHNOLOGIES, INC., a
corporation organized and existing under the General Corporation Law of the
State of Delaware  (the  "Corporation"),  has duly  adopted  the  following
amendment of Article 4 of its  Certificate of  Incorporation  in accordance
with the provisions of ss. 242 of the Delaware General Corporation Law:

          Article 4 of the certificate of incorporation of the Corporation
          be, and it hereby is, amended by revoking in its entirety the
          first paragraph of said Article 4 and the following being, and it
          hereby is, substituted in its place, as follows:

          "4 The corporation shall have authority to issue the total number
          of Fifteen Million One Hundred Thousand (15,100,000) shares of
          the par value of $0.05 per share, amounting in the aggregate to
          Seven Hundred Fifty Five Thousand Dollars ($755,000), and of such
          shares Fifteen Million (15,000,000) shall be designated as common
          stock and One Hundred Thousand (100,000) shall be designated as
          preferred stock."

     IN WITNESS WHEREOF, the Corporation has caused this Certificate of
Amendment of Certificate of Incorporation to be signed by its Secretary,
Charles W. Grinnell, this 17th day of June 1998.

                                    CLEAN DIESEL TECHNOLOGIES, INC.

                                    By: /s/ Charles W. Grinnell
                                        --------------------------------
                                         Charles W. Grinnell, Secretary
