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

O2DIESEL CORPORATION

(Exact name of registrant as specified in its charter)

Commission file number: 000-32217


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 5 — CORPORATE GOVERNANCE AND MANAGEMENT

Item 5.02. Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.

(b) On July 31, 2008, Hendrik Rethwilm announced his resignation as a director of O2Diesel Corporation (the “Company”). Mr. Rethwilm served as a director of the Company since July 15, 2003 and was a member of the Compensation Committee and the Governance Committee. There were no disagreements with the Company on any matter relating to the Company’s operations, policies or practices that led to his resignation. In connection with his resignation, Mr. Rethwilm requested payment of director’s fees that have been deferred by the Company in an amount of approximately $35,000. The Company has determined to continue to defer payment of these fees until its cash resources improve.

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: August 5, 2008

O2DIESEL CORP 8-K