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                                                                     EXHIBIT 3.2


                      RESTATED ARTICLES OF INCORPORATION OF
                    CARDIODYNAMICS INTERNATIONAL CORPORATION

      Rhonda F. Pederson and Steve P. Loomis hereby certify that:

      1.    They are the President and Secretary, respectively, of
CardioDynamics International Corporation, a California corporation.

      2.    The Articles of Incorporation of this corporation as amended to the
date hereof are as follows:

            "ARTICLE ONE: The name of the corporation is: CardioDynamics
International Corporation.

            ARTICLE TWO: The purpose of this corporation is to engage in any
lawful act or activity for which a corporation may be organized under the
General Corporation Law of California other than the banking business, the trust
company business, or the practice of a profession permitted to be incorporated
by the California Corporations Code.

            ARTICLE THREE: This corporation shall have one class of authorized
capital stock. The title of such class is Common Stock. The authorized number of
shares of Common Stock is 50,000,000.

            ARTICLE FOUR: No director of this Corporation shall be liable for
monetary damages in an action by or in the right of the Corporation for breach
of a director's duties to this Corporation and its shareholders, as set forth in
Section 309 of the California Corporations Code, provided however that:

            (a)   This provision does not eliminate or limit the liability of a
      director of this Corporation: (i) for acts or omissions that involve
      intentional misconduct or a knowing or culpable violation of law, (ii) for
      acts or omissions that a director of this Corporation believes to be
      contrary to the best interests of this Corporation or its shareholders or
      that involves the absence of good faith on the part of a director of this
      Corporation, (iii) or any transaction from which a director of this
      Corporation derives an improper personal benefit, (iv) for acts or
      omissions that show a reckless disregard of the director's duty to this
      Corporation or its shareholders in circumstances in which the director was
      aware, or should have been aware in the ordinary course of performing the
      director's duties, of a risk of serious injury to this Corporation or its
      shareholders, (v) for acts or omissions that constitute an unexcused
      pattern of inattention that amounts to an abdication of the director's
      duty to this Corporation or its shareholders, (vi) under Section 310 of
      the California Corporations Code, or (vii) under Section 316 of the
      California Corporations Code;

            (b)   This provision eliminating liability shall not eliminate or
      limit the ability of an officer for any act or omission as an officer
      notwithstanding that the officer is also a director or that his or her
      actions, if negligent or improper, have been ratified by the directors.


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            This Corporation is authorized to provide indemnification of its
      agents (as defined in Section 317 of the California Corporations Code) for
      breach of duty to the Corporation and its stockholders through bylaw
      provisions or through agreements with the agents, or both, in excess of
      the indemnification otherwise permitted by Section 317 of the California
      Corporations Code, subject to the limits on such excess indemnification
      set forth in Section 204 of the California Corporations Code."

      3.    The foregoing restated Articles of Incorporation have been duly
approved and were entitled to be approved by the Board of Directors alone
because this certificate does not alter or amend the articles in any respect.

            We further declare under penalty of perjury under the laws of the
State of California that the matters set forth in this certificate are true and
correct of our own knowledge.

DATED:  October 9, 1997

                                       /s/ Rhonda F. Pederson
                                       -----------------------------------------
                                       Rhonda F. Pederson, President

                                       /s/ Steve P. Loomis
                                       -----------------------------------------
                                       Steve P. Loomis, Secretary


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