
                                                                    Exhibit 4i


THE RIGHTS WILL ONLY BE GRANTED TO, AND MAY ONLY BE EXERCISED BY, INVESTORS
RESIDING IN THE FOLLOWING JURISDICTIONS WHERE THE SECURITIES OFFERED HEREBY
HAVE BEEN REGISTERED WITH THE APPROPRIATE SECURITIES REGULATORY AUTHORITIES
OR WHERE AN EXEMPTION  FROM SUCH  REGISTRATION  IS  AVAILABLE:  OUTSIDE THE
UNITED  STATES AND IN  COLORADO,  CONNECTICUT,  THE  DISTRICT OF  COLUMBIA,
ILLINOIS,  INDIANA, IOWA, KANSAS, MAINE, MARYLAND,  MASSACHUSETTS,  NEVADA,
NEW JERSEY, NEW YORK, NORTH CAROLINA,  RHODE ISLAND, VERMONT,  VIRGINIA AND
WASHINGTON.  RIGHTS WILL NOT BE DISTRIBUTED TO HOLDERS WHO RESIDE IN STATES
WHERE THE SECURITIES  OFFERED  HEREBY HAVE NOT BEEN  REGISTERED OR WHERE AN
EXEMPTION FROM  REGISTRATION  IS NOT AVAILABLE.  IN ADDITION,  THE SERIES B
PREFERRED STOCK MAY NOT BE TRANSFERRED TO RESIDENTS OF ANY OF THE FOLLOWING
STATES: ARIZONA, FLORIDA, GEORGIA, OHIO, PENNSYLVANIA OR TEXAS.

                      CLEAN DIESEL TECHNOLOGIES, INC.

                     INSTRUCTIONS TO RECORD DATE HOLDER

     The undersigned acknowledge(s) receipt of your letter and the enclosed
materials referred to therein relating to the offering of shares of Series
B Convertible Preferred Stock (the "Series B Preferred Stock").

     This will instruct you whether to exercise or attempt to sell Rights
to purchase Series B Preferred Stock distributed with respect to the Common
Shares held by you for the account of the undersigned, pursuant to the
terms and subject to the conditions set forth in the Prospectus and the
related Instructions as to Use of Rights Certificates.

     1.        Please DO NOT EXERCISE RIGHTS for shares of Series B
               Preferred Stock.

     2.        Please EXERCISE RIGHTS for shares of Series B Preferred
               Stock as set forth below:

          Basic Subscription Privilege: _________ x $____ = $_____(a)
                                       (no. of shares)

          Oversubscription Privilege: __________ x $____ = $_____(b)
                                      (no. of shares)

                            Total Payment Required = $____________(c)

               Payment in the following amount is enclosed: $__________(d)

               Please deduct payment from the following account maintained
               by you as follows:

               Type of Account ____________ Account No. ___________

     AMOUNT TO BE DEDUCTED: $__________(e)

     3.        Please attempt to SELL ________ RIGHTS.


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             Signature(s)
  Please type or print name(s) below

                                    
------------------------------------    Date:-------------------------, 1998


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