<PAGE>

    AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 21, 1996
                                           REGISTRATION NO. 333-___________

--------------------------------------------------------------------------------
--------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                 ______________

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                    ________________________________________

                    CARDIODYNAMICS INTERNATIONAL CORPORATION
               (Exact name of issuer as specified in its charter)

               CALIFORNIA                                95-3533362
     (State or other jurisdiction of       (I.R.S. Employer Identification No.)
     incorporation or organization)

                     6155 CORNERSTONE COURT EAST, SUITE 125
                           SAN DIEGO, CALIFORNIA 92121
               (Address of Principal Executive Office) (Zip Code)
                     --------------------------------------

                      1995 STOCK OPTION/STOCK ISSUANCE PLAN
                (as amended and restated through August 15, 1995)
                            (Full title of the plan)
                     --------------------------------------

                                 RICHARD E. OTTO
                      President and Chief Executive Officer
                    CARDIODYNAMICS INTERNATIONAL CORPORATION
                     6155 CORNERSTONE COURT EAST, SUITE 125
                           SAN DIEGO, CALIFORNIA 92121
                     (Name and address of agent for service)
          Telephone number, including area code, of agent for service:
                                 (619) 535-0202
                     ---------------------------------------

                                   Copies to:
                             HAYDEN J. TRUBITT, ESQ.
                         BROBECK, PHLEGER & HARRISON LLP
                          550 West C Street, Suite 1300
                          San Diego, California  92101
                     --------------------------------------

               This Registration Statement shall become effective
                 immediately upon filing with the Securities and
                Exchange Commission, and sales of the registered
                  securities will begin as soon as reasonably
                     practicable after such effective date.
                     --------------------------------------

<TABLE>
<CAPTION>

                                   CALCULATION OF REGISTRATION FEE
-------------------------------------------------------------------------------------------------------------
Title of                                        Proposed maximum      Proposed maximum
securities to                 Amount to be       offering price          aggregate              Amount of
be registered                  registered          per share           offering price       registration fee
-------------------------------------------------------------------------------------------------------------
<S>                           <C>               <C>                   <C>                   <C>
Common Stock (under 1995      1,529,000(1)        $3.91(2)               $5,978,390           $1,812(2)
Stock Option/Stock
Issuance Plan

</TABLE>

_________________
(1)  This Registration Statement shall also cover any additional shares of
Common Stock which become issuable under the 1995 Stock Option/Stock Issuance
Plan by reason of any stock dividend, stock split, recapitalization or other
similar transaction effected without the receipt of consideration which results
in an increase in the number of the Company's outstanding shares of Common
Stock.
(2)  Calculated solely for the purposes of this offering under Rule 457(h) and
Rule 457(c) of the Securities Act of 1933, as amended, on the basis of the last
sale reported per share of Common Stock of CardioDynamics International
Corporation on October 16, 1996 as reported on the NASD Over the Counter
Bulletin Board.

<PAGE>

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

CardioDynamics International Corporation (the "Registrant" or "Company") hereby
incorporates by reference into this Registration Statement the following
documents previously filed with the Securities and Exchange Commission (the
"Commission"):

        (a)   the Registrant's Annual Report on Form 10-KSB for the fiscal year
              ended November 30, 1995, filed with the Commission pursuant to
              Section 13(a) of the Securities Exchange Actof 1934 (the 
              "Exchange Act").

        (b)   the Registrant's Quarterly Reports on Form 10-QSB for the fiscal
              quarters ended February 29, 1996, May 31, 1996 and August 31,
              1996, filed with the Commission pursuant to Section 13(a) of
              the Exchange Act.

        (c)   the Registrant's Registration Statement on Form 8-A filed with
              the Commission on April 19, 1984 pursuant to Section 12 of the
              Exchange Act, in which there is described the terms, rights
              and provisions applicable to the Registrant's Common Stock.

        All documents filed by Registrant pursuant to Section 13(a), 13(c), 14
or 15(d) of the Exchange Act after the date of this Registration Statement and
prior to the filing of a post-effective amendment which indicates that all
securities offered hereby have been sold or which deregisters all securities
then remaining unsold, shall be deemed to be incorporated by reference into this
Registration Statement and to be a part hereof from the date of filing of such
documents.

Item 4.  DESCRIPTION OF SECURITIES

                  Not applicable.

Item 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

                  Not applicable.

Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS

        (a)  Section 317 of the California General Corporation Law provides for
the indemnification of officers and directors of the Company against expenses,
judgments, fines and amounts paid in settlement under certain conditions and
subject to certain limitations.

        (b)  Article Three of the Bylaws of the Company provides that the
Company shall indemnify any person who is or was a director, officer, employee
or agent of the Company (or predecessor corporation of the Company), or any
person who is or was serving at the request of the Company as a director,
officer, employee or agent of another corporation, subject to certain
limitations.  In addition, expenses incurred by a director, officer, employee or
agent in defending a civil or criminal action, suit or proceeding by reason of
the fact that he or she is or was a director, officer, employee or agent of the
Company may be paid by the Company in advance of the final disposition of such
action, suit or proceeding upon receipt of an undertaking by or on behalf of
such director or officer to repay such amount if it shall ultimately be
determined that he or she is not entitled to be indemnified by the Company.

        (c)  Article Five of the Company's Articles of Incorporation, as
amended (the "Articles") provides that no director of the Company shall be
liable for monetary damages in an action by or in the right of the Company for
breach of a director's duties to the Company and its shareholders, as set forth
in Section 309 of the California Corporations Code, provided however that:(a)
such provision does not eliminate or limit the liability


                                      II-1
<PAGE>

of a director of the Company: (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 the Company believes to be contrary to the best interests of
the Company or its shareholders or that involves the absence of good faith on
the part of a director of the Company, (iii) or any transaction from which a
director of the Company derives an improper personal benefit, (iv) for acts or
omissions that show a reckless disregard of the director's duty to the Company
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 the Company 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 the Company or its shareholders, (vi) under
Section 310 of the California Corporations Code, or (vii) under Section 316 of
the California Corporations Code; such 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.

              The Company is authorized to provide indemnification of its
agents (as defined in Section 317 of the California Corporations Code) for
breach of duty to the Company and its shareholders 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.

Item 7. EXEMPTION FROM REGISTRATION CLAIMED

               Not Applicable.

Item 8. EXHIBITS

Exhibit Number        Exhibit
--------------        -------
 5.1          Opinion and consent of Brobeck, Phleger & Harrison LLP.
23.1          Consent of Brobeck, Phleger & Harrison LLP is contained in
              Exhibit 5.1.
23.2          Consent of Independent Auditors, Peterson & CO.
24.1          Power of Attorney.  Reference is made to page II-4 of this
              Registration Statement.
99.1*         1995 Stock Option/Stock Issuance Plan (as amended and restated
              through August 15, 1995).
99.2          Form of Stock Option Agreement.
99.3          Form of Notice of Grant.

* This exhibit was previously filed as part of, and is hereby incorporated by 
reference to Exhibit 10.2 filed with the Company's quarterly report on Form 
10-QSB (Commission No. 0-11868) for the quarter ended August 31, 1995.

Item 9. UNDERTAKINGS

              A.  The undersigned Registrant hereby undertakes:  (1) to file,
during any period in which offers or sales are being made, a post-effective
amendment to this Registration Statement (i) to include any prospectus required
by Section 10(a)(3) of the Securities Act of 1933, (ii) to reflect in the
prospectus any facts or events arising after the effective date of this
Registration Statement (or the most recent post-effective amendment thereof)
which, individually or in the aggregate, represent a fundamental change in the
information set forth in this Registration Statement, and (iii) to include any
material information with respect to the plan of distribution not previously
disclosed in this Registration Statement or any material change to such
information in this Registration Statement; PROVIDED, however, (1) that
clauses (1)(i) and (1)(ii) shall not apply if the information required to be
included in a post-effective amendment by those paragraphs is contained in
periodic reports filed by the Registrant pursuant to Section 13 or Section 15(d)
of the Securities Exchange Act of 1934 that are incorporated by reference into
this Registration Statement; (2) that for the purpose of determining any
liability under the Securities Act of 1933 each such post-effective amendment
shall be deemed to be a new registration statement relating to the securities
offered therein and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof; and (3) that the Registrant shall
remove from registration by means of a post-effective amendment any of the
securities being registered which remain unsold upon the termination of the
Registrant's 1995 Stock Option/Stock Issuance Plan.

                                      II-2
<PAGE>

              B.  The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of 1933, each
filing of the registrant's annual report pursuant to Section 13(a) or 15(d) of
the Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial BONA FIDE offering thereof.

              C.  Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers or controlling
persons of the Registrant pursuant to the indemnity provisions incorporated by
reference in Item 6, or otherwise, the Registrant has been informed that in the
opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the 1933 Act and is, therefore,
unenforceable.  In the event that a claim for indemnification against such
liabilities (other than the payment by the Registrant of expenses incurred or
paid by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the 1933 Act and will be governed by the final
adjudication of such issue.


                                      II-3
<PAGE>

                                   SIGNATURES

              Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8, and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of San Diego, State of California, on this 17th day
of October 1996.

                                   CARDIODYNAMICS INTERNATIONAL CORPORATION


                                   By   /s/ Richard E. Otto
                                        -----------------------------------
                                        Richard E. Otto
                                        President and Chief Executive Officer


                                POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS:

          That the undersigned officers and directors of CardioDynamics
International Corporation, a California corporation, do hereby constitute and
appoint Richard E. Otto and Stephen P. Loomis, and each of them, the lawful
attorneys-in-fact and agents with full power and authority to do any and all
acts and things and to execute any and all instruments which said attorneys and
agents, and either one of them, determine may be necessary or advisable or
required to enable said corporation to comply with the Securities Act of 1933,
as amended, and any rules or regulations or requirements of the Securities and
Exchange Commission in connection with this Registration Statement.  Without
limiting the generality of the foregoing power and authority, the powers granted
include the power and authority to sign the names of the undersigned officers
and directors in the capacities indicated below to this Registration Statement,
to any and all amendments, both pre-effective and post-effective, and
supplements to this Registration Statement, and to any and all instruments or
documents filed as part of or in conjunction with this Registration Statement or
amendments or supplements thereof, and each of the undersigned hereby ratifies
and confirms that all said attorneys and agents, or either of them, shall do or
cause to be done by virtue hereof.  This Power of Attorney may be signed in
several counterparts.

          IN WITNESS WHEREOF, each of the undersigned has executed this Power of
Attorney as of the date indicated.

          Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.

Signature                               Title                     Date
---------                               -----                     ----

/s/ Richard E. Otto           President, Chief Executive       October 17, 1996
---------------------------   Officer and Director
Richard E. Otto               (Principal Executive Officer)


/s/ Stephen P. Loomis         Vice President, Finance          October 17, 1996
---------------------------   (Principal Accounting
Stephen P. Loomis             Officer)


                                      II-4
<PAGE>


/s/ Stephenson M. Dechant     Director and Chief Financial     October 17, 1996
---------------------------   Officer
Stephenson M. Dechant


/s/ William P. Cordeiro       Director                         October 17, 1996
---------------------------
William P. Cordeiro


/s/ Nicholas V. Diaco         Director                         October 17, 1996
---------------------------
Nicholas V. Diaco, M.D.


/s/ James C. Gilstrap         Director                         October 17, 1996
---------------------------
James C. Gilstrap


/s/ Roger S. Kolasinski       Director                         October 17, 1996
---------------------------
Roger S. Kolasinski


/s/ Michael D. Padilla        Director                         October 17, 1996
---------------------------
Michael D. Padilla


/s/ Allen E. Paulson          Director                         October 17, 1996
---------------------------
Allen E. Paulson


/s/ Barry M. Zwick            Director                         October 17, 1996
---------------------------
Barry M. Zwick


                                      II-5

<PAGE>

                       SECURITIES AND EXCHANGE COMMISSION

                                WASHINGTON, D.C.



                                    EXHIBITS

                                       TO

                                    FORM S-8

                                    UNDER THE

                             SECURITIES ACT OF 1933


                    CARDIODYNAMICS INTERNATIONAL CORPORATION

<PAGE>

                                  EXHIBIT INDEX

Exhibit Number        Exhibit
--------------        -------

 5.1                  Opinion and consent of Brobeck, Phleger & Harrison LLP.
23.1                  Consent of Brobeck, Phleger & Harrison LLP is contained
                      in Exhibit 5.1.
23.2                  Consent of Independent Auditors, Peterson & CO.
24.1                  Power of Attorney.  Reference is made to page II-4 of
                      this Registration Statement.
99.1*                 1995 Stock Option/Stock Issuance Plan (as amended and
                      restated through August 15, 1995).
99.2                  Form of Stock Option Agreement.
99.3                  Form of Notice of Grant.


* This exhibit was previously filed as part of, and is hereby incorporated by 
reference to Exhibit 10.2 filed with the Company's quarterly report on Form 
10-QSB (Commission No. 0-11868) for the quarter ended August 31, 1995.
[{"type": "S-8", "sequence": "1", "description": "S-8", "secsgml_size_bytes": 20114}]
{"company-data": {"conformed-name": "CARDIODYNAMICS INTERNATIONAL CORP", "cik": "0000719722", "assigned-sic": "3845", "irs-number": "953533362", "state-of-incorporation": "CA", "fiscal-year-end": "1130"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-14515", "film-number": "96645747"}, "business-address": {"street1": "6155 CORNERSTONE CT EAST STE 125", "city": "SAN DIEGO", "state": "CA", "zip": "92121", "phone": "6195350202"}, "mail-address": {"street1": "6155 CORNERSTONE COURT EAST", "street2": "STE 125", "city": "SAN DIEGO", "state": "CA", "zip": "92121"}, "former-company": {"former-conformed-name": "BOMED MEDICAL MANUFACTURING LTD", "date-changed": "19920703"}}
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 21, 1996
                                           REGISTRATION NO. 333-___________

--------------------------------------------------------------------------------
--------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                 ______________

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                    ________________________________________

                    CARDIODYNAMICS INTERNATIONAL CORPORATION
               (Exact name of issuer as specified in its charter)

               CALIFORNIA                                95-3533362
     (State or other jurisdiction of       (I.R.S. Employer Identification No.)
     incorporation or organization)

                     6155 CORNERSTONE COURT EAST, SUITE 125
                           SAN DIEGO, CALIFORNIA 92121
               (Address of Principal Executive Office) (Zip Code)
                     --------------------------------------

                      1995 STOCK OPTION/STOCK ISSUANCE PLAN
                (as amended and restated through August 15, 1995)
                            (Full title of the plan)
                     --------------------------------------

                                 RICHARD E. OTTO
                      President and Chief Executive Officer
                    CARDIODYNAMICS INTERNATIONAL CORPORATION
                     6155 CORNERSTONE COURT EAST, SUITE 125
                           SAN DIEGO, CALIFORNIA 92121
                     (Name and address of agent for service)
          Telephone number, including area code, of agent for service:
                                 (619) 535-0202
                     ---------------------------------------

                                   Copies to:
                             HAYDEN J. TRUBITT, ESQ.
                         BROBECK, PHLEGER & HARRISON LLP
                          550 West C Street, Suite 1300
                          San Diego, California  92101
                     --------------------------------------

               This Registration Statement shall become effective
                 immediately upon filing with the Securities and
                Exchange Commission, and sales of the registered
                  securities will begin as soon as reasonably
                     practicable after such effective date.
                     --------------------------------------
CALCULATION OF REGISTRATION FEE
-------------------------------------------------------------------------------------------------------------
Title of                                        Proposed maximum      Proposed maximum
securities to                 Amount to be       offering price          aggregate              Amount of
be registered                  registered          per share           offering price       registration fee
-------------------------------------------------------------------------------------------------------------
Common Stock (under 1995      1,529,000(1)        $3.91(2)               $5,978,390           $1,812(2)
Stock Option/Stock
Issuance Plan
_________________
(1)  This Registration Statement shall also cover any additional shares of
Common Stock which become issuable under the 1995 Stock Option/Stock Issuance
Plan by reason of any stock dividend, stock split, recapitalization or other
similar transaction effected without the receipt of consideration which results
in an increase in the number of the Company's outstanding shares of Common
Stock.
(2)  Calculated solely for the purposes of this offering under Rule 457(h) and
Rule 457(c) of the Securities Act of 1933, as amended, on the basis of the last
sale reported per share of Common Stock of CardioDynamics International
Corporation on October 16, 1996 as reported on the NASD Over the Counter
Bulletin Board.
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

CardioDynamics International Corporation (the "Registrant" or "Company") hereby
incorporates by reference into this Registration Statement the following
documents previously filed with the Securities and Exchange Commission (the
"Commission"):

        (a)   the Registrant's Annual Report on Form 10-KSB for the fiscal year
              ended November 30, 1995, filed with the Commission pursuant to
              Section 13(a) of the Securities Exchange Actof 1934 (the 
              "Exchange Act").

        (b)   the Registrant's Quarterly Reports on Form 10-QSB for the fiscal
              quarters ended February 29, 1996, May 31, 1996 and August 31,
              1996, filed with the Commission pursuant to Section 13(a) of
              the Exchange Act.

        (c)   the Registrant's Registration Statement on Form 8-A filed with
              the Commission on April 19, 1984 pursuant to Section 12 of the
              Exchange Act, in which there is described the terms, rights
              and provisions applicable to the Registrant's Common Stock.

        All documents filed by Registrant pursuant to Section 13(a), 13(c), 14
or 15(d) of the Exchange Act after the date of this Registration Statement and
prior to the filing of a post-effective amendment which indicates that all
securities offered hereby have been sold or which deregisters all securities
then remaining unsold, shall be deemed to be incorporated by reference into this
Registration Statement and to be a part hereof from the date of filing of such
documents.

Item 4.  DESCRIPTION OF SECURITIES

                  Not applicable.

Item 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

                  Not applicable.

Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS

        (a)  Section 317 of the California General Corporation Law provides for
the indemnification of officers and directors of the Company against expenses,
judgments, fines and amounts paid in settlement under certain conditions and
subject to certain limitations.

        (b)  Article Three of the Bylaws of the Company provides that the
Company shall indemnify any person who is or was a director, officer, employee
or agent of the Company (or predecessor corporation of the Company), or any
person who is or was serving at the request of the Company as a director,
officer, employee or agent of another corporation, subject to certain
limitations.  In addition, expenses incurred by a director, officer, employee or
agent in defending a civil or criminal action, suit or proceeding by reason of
the fact that he or she is or was a director, officer, employee or agent of the
Company may be paid by the Company in advance of the final disposition of such
action, suit or proceeding upon receipt of an undertaking by or on behalf of
such director or officer to repay such amount if it shall ultimately be
determined that he or she is not entitled to be indemnified by the Company.

        (c)  Article Five of the Company's Articles of Incorporation, as
amended (the "Articles") provides that no director of the Company shall be
liable for monetary damages in an action by or in the right of the Company for
breach of a director's duties to the Company and its shareholders, as set forth
in Section 309 of the California Corporations Code, provided however that:(a)
such provision does not eliminate or limit the liability

                                      II-1
of a director of the Company: (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 the Company believes to be contrary to the best interests of
the Company or its shareholders or that involves the absence of good faith on
the part of a director of the Company, (iii) or any transaction from which a
director of the Company derives an improper personal benefit, (iv) for acts or
omissions that show a reckless disregard of the director's duty to the Company
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 the Company 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 the Company or its shareholders, (vi) under
Section 310 of the California Corporations Code, or (vii) under Section 316 of
the California Corporations Code; such 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.

              The Company is authorized to provide indemnification of its
agents (as defined in Section 317 of the California Corporations Code) for
breach of duty to the Company and its shareholders 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.

Item 7. EXEMPTION FROM REGISTRATION CLAIMED

               Not Applicable.

Item 8. EXHIBITS

Exhibit Number        Exhibit
--------------        -------
 5.1          Opinion and consent of Brobeck, Phleger & Harrison LLP.
23.1          Consent of Brobeck, Phleger & Harrison LLP is contained in
              Exhibit 5.1.
23.2          Consent of Independent Auditors, Peterson & CO.
24.1          Power of Attorney.  Reference is made to page II-4 of this
              Registration Statement.
99.1*         1995 Stock Option/Stock Issuance Plan (as amended and restated
              through August 15, 1995).
99.2          Form of Stock Option Agreement.
99.3          Form of Notice of Grant.

* This exhibit was previously filed as part of, and is hereby incorporated by 
reference to Exhibit 10.2 filed with the Company's quarterly report on Form 
10-QSB (Commission No. 0-11868) for the quarter ended August 31, 1995.

Item 9. UNDERTAKINGS

              A.  The undersigned Registrant hereby undertakes:  (1) to file,
during any period in which offers or sales are being made, a post-effective
amendment to this Registration Statement (i) to include any prospectus required
by Section 10(a)(3) of the Securities Act of 1933, (ii) to reflect in the
prospectus any facts or events arising after the effective date of this
Registration Statement (or the most recent post-effective amendment thereof)
which, individually or in the aggregate, represent a fundamental change in the
information set forth in this Registration Statement, and (iii) to include any
material information with respect to the plan of distribution not previously
disclosed in this Registration Statement or any material change to such
information in this Registration Statement; PROVIDED, however, (1) that
clauses (1)(i) and (1)(ii) shall not apply if the information required to be
included in a post-effective amendment by those paragraphs is contained in
periodic reports filed by the Registrant pursuant to Section 13 or Section 15(d)
of the Securities Exchange Act of 1934 that are incorporated by reference into
this Registration Statement; (2) that for the purpose of determining any
liability under the Securities Act of 1933 each such post-effective amendment
shall be deemed to be a new registration statement relating to the securities
offered therein and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof; and (3) that the Registrant shall
remove from registration by means of a post-effective amendment any of the
securities being registered which remain unsold upon the termination of the
Registrant's 1995 Stock Option/Stock Issuance Plan.

                                      II-2
B.  The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of 1933, each
filing of the registrant's annual report pursuant to Section 13(a) or 15(d) of
the Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial BONA FIDE offering thereof.

              C.  Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers or controlling
persons of the Registrant pursuant to the indemnity provisions incorporated by
reference in Item 6, or otherwise, the Registrant has been informed that in the
opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the 1933 Act and is, therefore,
unenforceable.  In the event that a claim for indemnification against such
liabilities (other than the payment by the Registrant of expenses incurred or
paid by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the 1933 Act and will be governed by the final
adjudication of such issue.

                                      II-3
SIGNATURES

              Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8, and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of San Diego, State of California, on this 17th day
of October 1996.

                                   CARDIODYNAMICS INTERNATIONAL CORPORATION

                                   By   /s/ Richard E. Otto
                                        -----------------------------------
                                        Richard E. Otto
                                        President and Chief Executive Officer

                                POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS:

          That the undersigned officers and directors of CardioDynamics
International Corporation, a California corporation, do hereby constitute and
appoint Richard E. Otto and Stephen P. Loomis, and each of them, the lawful
attorneys-in-fact and agents with full power and authority to do any and all
acts and things and to execute any and all instruments which said attorneys and
agents, and either one of them, determine may be necessary or advisable or
required to enable said corporation to comply with the Securities Act of 1933,
as amended, and any rules or regulations or requirements of the Securities and
Exchange Commission in connection with this Registration Statement.  Without
limiting the generality of the foregoing power and authority, the powers granted
include the power and authority to sign the names of the undersigned officers
and directors in the capacities indicated below to this Registration Statement,
to any and all amendments, both pre-effective and post-effective, and
supplements to this Registration Statement, and to any and all instruments or
documents filed as part of or in conjunction with this Registration Statement or
amendments or supplements thereof, and each of the undersigned hereby ratifies
and confirms that all said attorneys and agents, or either of them, shall do or
cause to be done by virtue hereof.  This Power of Attorney may be signed in
several counterparts.

          IN WITNESS WHEREOF, each of the undersigned has executed this Power of
Attorney as of the date indicated.

          Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.

Signature                               Title                     Date
---------                               -----                     ----

/s/ Richard E. Otto           President, Chief Executive       October 17, 1996
---------------------------   Officer and Director
Richard E. Otto               (Principal Executive Officer)

/s/ Stephen P. Loomis         Vice President, Finance          October 17, 1996
---------------------------   (Principal Accounting
Stephen P. Loomis             Officer)

                                      II-4
/s/ Stephenson M. Dechant     Director and Chief Financial     October 17, 1996
---------------------------   Officer
Stephenson M. Dechant

/s/ William P. Cordeiro       Director                         October 17, 1996
---------------------------
William P. Cordeiro

/s/ Nicholas V. Diaco         Director                         October 17, 1996
---------------------------
Nicholas V. Diaco, M.D.

/s/ James C. Gilstrap         Director                         October 17, 1996
---------------------------
James C. Gilstrap

/s/ Roger S. Kolasinski       Director                         October 17, 1996
---------------------------
Roger S. Kolasinski

/s/ Michael D. Padilla        Director                         October 17, 1996
---------------------------
Michael D. Padilla

/s/ Allen E. Paulson          Director                         October 17, 1996
---------------------------
Allen E. Paulson

/s/ Barry M. Zwick            Director                         October 17, 1996
---------------------------
Barry M. Zwick

                                      II-5
SECURITIES AND EXCHANGE COMMISSION

                                WASHINGTON, D.C.

                                    EXHIBITS

                                       TO

                                    FORM S-8

                                    UNDER THE

                             SECURITIES ACT OF 1933

                    CARDIODYNAMICS INTERNATIONAL CORPORATION
EXHIBIT INDEX

Exhibit Number        Exhibit
--------------        -------

 5.1                  Opinion and consent of Brobeck, Phleger & Harrison LLP.
23.1                  Consent of Brobeck, Phleger & Harrison LLP is contained
                      in Exhibit 5.1.
23.2                  Consent of Independent Auditors, Peterson & CO.
24.1                  Power of Attorney.  Reference is made to page II-4 of
                      this Registration Statement.
99.1*                 1995 Stock Option/Stock Issuance Plan (as amended and
                      restated through August 15, 1995).
99.2                  Form of Stock Option Agreement.
99.3                  Form of Notice of Grant.

* This exhibit was previously filed as part of, and is hereby incorporated by 
reference to Exhibit 10.2 filed with the Company's quarterly report on Form 
10-QSB (Commission No. 0-11868) for the quarter ended August 31, 1995.