EXHIBIT 3.2

To:      The Secretary of State
         State of New Jersey

         Pursuant to the provisions of Section 14A:9-2(4) and Section
14A:9-4(3), Corporations, General, of the New Jersey Statutes, the undersigned
corporation executes the following Certificate of Amendment to its Certificate
of Incorporation:

1.       The name of the corporation is EP MedSystems, Inc.

2.       The following amendment to the Certificate of Incorporation was
         approved by the directors and thereafter duly adopted by the
         shareholders of the corporation on the 28th day of September, 1998:

         Resolved, that a new Article Tenth of the Certificate of Incorporation
 be added to read as follows:

     TENTH:  Effective  with the election of directors at the annual  meeting of
shareholders to be held in 1998, the directors shall be classified, with respect
to the time for which they severally hold office,  into three classes, as nearly
equal in number as possible, as shall be provided in the manner specified in the
by-laws;  one calls to hold office  initially  for a term expiring at the annual
meeting  of  shareholders  to be held in  1999,  another  class  to hold  office
initially for a term expiring at the annual meeting of  shareholders  to be held
in 2001,  with the members of each class to hold office  until their  respective
successors  are elected and qualified.  At each annual  meeting of  shareholders
commencing  with the annual  meeting in 1999,  the  successors to the classes of
directors whose terms then expire shall be elected to serve three year terms and
until their respective successors are duly elected and qualified. No decrease in
the number of  directors  shall have the  effect of  shortening  the term of any
incumbent director. Any increase or decrease in the number of directors shall be
apportioned  among the  classes  so as to make all  classes  as nearly  equal in
number as possible.

     Notwithstanding  anything contained herein to the contrary, the affirmative
vote of the  holders of a majority of all issued and  outstanding  shares of the
corporation  entitled to vote thereon,  voting together as a single class, shall
be required to alter, amend or adopt any provisions inconsistent with, or repeal
this Article TENTH or any provision  hereof at any annual or special  meeting of
shareholders.

3.       The number of shares entitled to vote upon the amendment was 9,849,917.

4.       The number of shares voting for and against such amendment is as
         follows:

                     Number of Shares             Number of Shares
                   Voting For Amendment       Voting Against Amendment
                         6,898,493                       0


5.       The effective date of this Amendment to the Certificate of
         Incorporation shall be upon filing.

         Dated this 6th day of November, 1998

                          EP MedSystems, Inc.

                          By: /s/ James J. Caruso
                          James J. Caruso, VP-Finance, CFO & Secretary