UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 8-K

Current Report

Pursuant to Section 13 or 15(d) of ~~the Securities Exchange Act~~ of ~~1934~~

~~Date~~the Securities ofExchange ~~Report (Date~~Act of ~~earliest event reported): May 16, 2008~~1934

Date of Report (Date of earliest event reported): July 31, 2008

O2DIESEL CORPORATION

(Exact name of registrant as specified in its charter)

Commission ~~file~~ file number: ~~001~~000-~~32228~~32217

Delaware		91-2023525
(State of incorporation)		(I.R.S. Employer Identification No.)
100 Commerce Drive, Suite 301 Newark, DE		19713
(Address of principal executive offices)		(Zip Code)


Delaware (State of incorporation)		91-2023525 (I.R.S. Employer Identification No.)


100 Commerce Drive, Suite 301 Newark, DE (Address of principal executive offices)		19713 (Zip Code)

(302) 266-6000

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2 (b)) o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4 (c))

SECTION 2 5 — ~~FINANCIAL~~CORPORATE ~~INFORMATION~~GOVERNANCE AND MANAGEMENT

Item 2 5.02. Departure ~~Results~~of Directors or Principal Officers; Election of ~~Operations~~Directors; ~~and~~Appointment of ~~Financial~~Principal ~~Condition~~Officers.

(b) On ~~May~~ July 1631, 2008, Hendrik Rethwilm announced his resignation as a director of O2Diesel Corporation ~~announced~~(the ~~its~~“Company”). ~~financial~~Mr. ~~results~~Rethwilm ~~for~~served as a director of the Company ~~quarter~~since ~~ended~~July ~~March 31~~15, 2003 and was a member of the Compensation Committee ~~2008~~ and the Governance Committee. ~~The~~ ~~full~~There ~~text~~were ofno disagreements with the ~~press~~Company ~~release~~on ~~issued~~any matter inrelating to the Company’s operations, policies or practices that led to his resignation. In connection with ~~the~~his resignation, Mr. Rethwilm requested ~~announcement~~ payment isof ~~attached~~director’s asfees ~~Exhibit 99~~that have been deferred by the Company in an amount of approximately $35,000.1 The Company has determined to ~~this~~continue ~~Current~~to ~~Report~~defer payment onof ~~Form 8-K~~these fees until its cash resources improve.

The information contained in this Report on Form 8-K is furnished pursuant to Item 2.02 and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Exchange Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.SIGNATURE

~~SECTION 9~~Pursuant — to ~~FINANCIAL~~the ~~STATEMENTS~~requirements ~~AND~~of ~~EXHIBITS~~the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Item 9.01. Financial Statements and Exhibits.


	O2DIESEL CORPORATION

	By:	/s/ Alan R. Rae
		Alan R. Rae
		Chief Executive Officer

~~(d) Exhibits~~Date: August 5, 2008

Exhibit No.		Description
99.1		Text of Press Release, issued by O2Diesel Corporation on May 16, 2008.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	O2DIESEL CORPORATION
	By:	/s/ Alan R. Rae
		Alan R. Rae
		Chief Executive Officer

Date: May 16, 2008

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