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April 28, 2005



Mail Stop  0306

Stephen P. Loomis, Chief Financial Officer
CardioDynamics International Corporation
6175 Nancy Ridge Drive
San Diego, California 92121

Re:	CardioDynamics International Corporation
	Form 8-K for Item 401
	Filed April 27, 2005
	File No. 0-11868

Dear  Mr. Loomis

	We have reviewed your filing and have the following comment.
Where indicated, we think you should revise your document in
response
to this comment.  If you disagree, we will consider your
explanation
as to why our comment is inapplicable or a revision is
unnecessary.
After reviewing this information, we may or may not raise
additional
comments.

	Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or any other aspect
of
our review.  Feel free to call the applicable staff person at the
telephone number listed at the end of this letter.


Form 8-K Filed April 27, 2005

1. Please amend the Form 8-K to state whether the former
accountant
resigned, declined to stand for re-election, or was dismissed as
required by Item 304(a)(1)(i) of Regulation S-B.  Also, include as
an
Exhibit a letter from your former auditors addressing the revised
disclosures.






Mr. Stephen P. Loomis
CardioDynamics International Corporation
April 28, 2005
Page 2


*   *   *   *   *

	Please file your supplemental response and amendment via
EDGAR
in response to this comment within 5 business days after the date
of
this letter.  Please contact the staff immediately if you require
longer than 5 business days to respond.

      We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision.  Since the registrant and its management are
in
possession of all facts relating to a registrant`s disclosure,
they
are responsible for the accuracy and adequacy of the disclosures
they
have made.

      In connection with responding to our comments, please
provide,
in writing, a statement from the registrant acknowledging that:
* the registrant is responsible for the adequacy and accuracy of
the
disclosure in the filing;
* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filing; and
* the registrant may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

In addition, please be advised that the Division of Enforcement
has
access to all information you provide to the staff of the Division
of
Corporation Finance in our review of your filing or in response to
our comments on your filing.


	If you have any questions, please call me at (202) 942-1915.
In
my absence, you  may call Brian Cascio, Branch Chief at (202) 942-
1791.

							Sincerely,


							Jeanne Bennett
							Staff Accountant