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EXHIBIT 3.2


                            INGEN TECHNOLOGIES, INC.

                              DIRECTORS' RESOLUTION

                                     2005.6

     BE IT KNOWN THAT, on the 11th day of October, 2005 at a duly constituted
special meeting of the Directors of Ingen Technologies, Inc., the following
contingent resolution was voted and approved upon motion duly made and seconded:

     This resolution's legal effectiveness and authority is contingent upon the
approval of the 40 to 1 reverse split of company common shares and the reduction
in the number of authorized common shares to 100 million in the Special
Shareholders' meeting scheduled for October 31, 2005. If the shareholders do not
approve the reverse split and reduction of authorized common shares, then this
resolution is of no force and effect, meaning that the company's Amended and
Restated Articles of Incorporation will remain unchanged until such time as, and
if, the Board and/or the shareholders take other action.

     The Board of Directors has the authority under Article Three, sections 3.1
and 3.3 of the company's Amended and Restated Articles of Incorporation to
establish such classifications of preferred shares as it sees fit, and as
provided in Georgia law.

     Article Three, section 3.1(b) authorizes a total of forty million preferred
shares. Article Three, section 3.4 authorizes three million shares of Series A
convertible preferred shares.

     Per this resolution, all the remaining authorized preferred shares,
totaling thirty-seven million shares, shall be Series A preferred shares.
Another words, all authorized preferred shares of the company are hereby
designated as Series A Convertible Preferred Stock ("Series A shares").
Furthermore, the issuance of all company preferred stock to date shall be
designated as the issuance of Series A Convertible Preferred Stock. The transfer
agent shall collect old stock certificates and issue any new certificates
necessitated hereby.

     Series A shares shall be convertible to company common shares on a
one-Series A-share to one-common-share basis (and not on a one-Series A -share
to ten-common-shares basis).

     Series A shares shall have one vote per share (and not 15 votes per share).

     A three to one reverse split of all outstanding Series A Convertible
Preferred Stock is hereby ordered. This reverse split of issued preferred shares
is authorized based in part on the representations of management that the amount
of consideration received to date by the company for the issuance of all common
shares and the issuance of all preferred shares is roughly equivalent. The
resulting amount of issued shares of preferred stock being somewhat more than
the resulting amount of issued shares of common shares is known to and an
intended result of the Board in recognition of the fact, among other things,
that the consideration for the preferred shares was the first investment
received by the company from its founding shareholders.


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     All other rights and privileges and conditions of the Series A Convertible
Preferred Stock remain unchanged. A total of 40 million Series A Convertible
Preferred Stock shares remain authorized by the Amended and Restated Articles of
Incorporation.

     Additionally, the Board of Directors can establish, without notice, further
rules (such as a "lock-up" provision and/or other restrictions as judged to be
in the best interest of the company) concerning the timing and amount of Series
A shares that can be converted to common shares.

     A copy of this contingent resolution and the company's Amended and Restated
Articles of Incorporation shall be included in the mailing of the notification
to shareholders for the Special Shareholders' Meeting set for October 31, 2005.

                           CERTIFICATION BY SECRETARY

     I am the Secretary of Ingen Technologies, Inc. I hereby certify that the
foregoing is a true and correct copy of the "contingent" Resolution adopted by
the Board of Directors of Ingen Technologies, Inc. on October 11, 2005 in
accordance with the provisions of our Bylaws.

     IN WITNESS WHEREOF, I have this 11th day of October, 2005, subscribed my
name as Secretary of Ingen Technologies, Inc. and have caused the corporate seal
to be affixed hereto (if such a seal exists).


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Secretary of Corporation

                                WAIVER OF NOTICE

     The undersigned Directors of Ingen Technologies, Inc. hereby waive notice
of the special Directors' meeting held on October 11, 2005. We consent to all
actions taken in the meeting. Faxed and electronic signatures are as valid as
original signatures hereupon, and may be signed in counterparts.


-------------------------------             ------------------------------
Scott R. Sand                               Curt Miedema


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Chris Wirth                                 KHOO YONG SIN


-------------------------------
Stephen O'Hara

ACCORD (EXISTING COMPANY PREFERRED SHAREHOLDERS):


-------------------------------             ------------------------------
Scott R. Sand                               Jeffrey Gleckman


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