EXHIBIT 23.2

                         INDEPENDENT AUDITORS' CONSENT

The Board of Directors
CardioDynamics International Corporation

We consent to the use of our report incorporated herein by reference and to the
reference to our firm under the heading "Experts" in the prospectus.

/s/ Peterson & Co.
PETERSON & CO.
San Diego, California
December 23, 1998


                                  EXHIBIT 23.2