Exhibit 1.1

   CardioDynamics Reports 23rd Consecutive Quarter of Year-Over-Year Revenue
              Growth and 25% Increase in First Quarter 2004 Sales

     SAN DIEGO--(BUSINESS WIRE)--March 23, 2004--

        Company Posts Six-Fold Increase in Net Income and 57% Increase in
                            Quarterly Sensor Revenue

     CardioDynamics (Nasdaq: CDIC), the innovator and leader of Impedance
Cardiography (ICG) technology and manufacturer of BioZ(R) noninvasive cardiac
function monitoring systems, today reported its 23rd consecutive quarter of
year-over-year quarterly revenue growth and 25% increase in first quarter 2004
sales over the same period in the prior year. Net income in the quarter was
$761,000, an increase of 556% over first quarter 2003. This marks the company's
eighth consecutive quarter of profitability.

     First Quarter 2004 Results:

     Net sales for fiscal first quarter 2004 were $8.0 million, an increase of
25% over sales of $6.4 million for the same period last year. Gross margin for
first quarter 2004 increased to 76.9% of sales, up from 74.4% in the same
quarter last year. Net income for first quarter 2004 was $761,000, or $0.02 per
share, compared with $116,000, or $0.00 per share, reported in first quarter
2003.

     Operating Highlights:

     During first quarter 2004, 201 BioZ Systems were sold, increasing the total
number of BioZ Systems sold to over 3,200 systems. The U.S. direct sales team
posted a 27% growth in sales over first quarter 2003, and 14% increase in
capital equipment sales productivity compared to the same quarter last year. GE
Medical Systems purchased 54 ICG Modules in the first quarter depleting its
previous inventory. Sensor revenue in first quarter 2004 was $1,538,000 (19% of
sales), up 57% from $977,000 (15% of sales) in the same quarter of 2003.
     Operating cash flow for first quarter 2004 was $1,050,000, an improvement
of $933,000 compared with first quarter 2003. This represents the seventh
consecutive quarter of positive operating cash flow and a record for the
company. First quarter accounts receivable cash collections were $8.8 million,
bringing the cash and short-term investments balance to $10.4 million, up 12%
from $9.3 million at fiscal 2003 year end.

     CEO Comments:

     "We are pleased to report continued strong sales and profitability growth.
This quarter, we crossed the $100 million cumulative sales mark for our ICG
technology and achieved a record level of positive operating cash flow," stated
Michael K. Perry, CardioDynamics' chief executive officer. "We posted another
excellent quarter of recurring sensor revenue growth and also realized solid
increases in international sales and unit productivity from our U.S. direct
sales team."
     Perry concluded, "We continue to strengthen our position as the leader in
ICG technology while growing revenue and earnings at a healthy and consistent
rate. We are focused on building a solid foundation for our business,
continually advancing our technology, and expanding clinical evidence and
education. In the months ahead, we will further our initiative to accelerate the
growth of our business and create additional shareholder value."

     Additional Highlights and Accomplishments

     --   Partnership: Formation of a strategic alliance with MDS Pharma
          Services' Early Clinical Research centers offering ICG to its
          customers worldwide.

     --   Clinical Studies:

     --   Publication of an ICG hypertension study in the February 2004 issue of
          Congestive Heart Failure demonstrating a 57% blood pressure control
          rate in previously uncontrolled hypertensive patients in a generalist
          physician setting.

     --   Presentations at the American College of Cardiology (ACC) Scientific
          Sessions demonstrating ICG's accuracy and value in the management of
          heart failure patients.

     --   New Medical Director: Appointment of Neil W. Treister, MD, MBA, FACC,
          to fill newly-created position of medical director.

     --   Analyst Coverage: Initiation of coverage by Daniel Owczarski at
          Belmont Harbor Capital with a "buy" recommendation.

     Conference Call Information:

     Michael K. Perry, chief executive officer, will host a summary of
CardioDynamics' first quarter 2004 results in a conference call today at 4:30
p.m. (EST). To access the conference call, dial 800-346-7359 (Code 7784).
International participants may call 973-528-0008 (Code 7784). A replay of the
call will be available for two weeks following the call at 800-332-6854 (Code
7784). The international replay number is 973-528-0005 (Code 7784). The call
will also be available via Webcast and can be accessed at
http://www.irconnect.com/primecast/04/q1/cdic_1q2004.html.

     About CardioDynamics:

     CardioDynamics (Nasdaq: CDIC), the ICG Company, is the innovator and leader
of breakthrough medical technology called Impedance Cardiography (ICG). The
company's BioZ Systems are being used by leading physicians around the world to
help battle the number one killer of men and women -- cardiovascular disease.
Partners include GE Medical Systems Information Technologies and Philips Medical
Systems. The worldwide market potential for BioZ products is estimated to be $5
billion and an additional $800 million in recurring annual revenue for sensors.
For additional information or to request an investor package, refer to the
company's Web site at www.cdic.com.

     Forward-Looking (Safe Harbor) Statement:

     Except for the historical and factual information contained herein, this
press release contains forward-looking statements, such as market size,
potential, growth and penetration rates, the accuracy of which is necessarily
subject to uncertainties and risks including the company's sole dependence on
the BioZ product line, and various uncertainties characteristic of early growth
companies, as well as other risks detailed in the company's filings with the
SEC, including its 2003 Form 10-K. The company does not undertake to update the
disclosures contained in this press release.


                   CardioDynamics - The ICG Company

                                                 Three Months Ended
                                               -----------------------
Operational Results:                         February 29, February 28,
                                                    2004         2003
- ---------------------------------------------- ----------- -----------
Net Sales                                      $8,015,000  $6,385,000
Cost of Sales                                   1,855,000   1,632,000
                                               ----------- -----------
Gross Margin                                    6,160,000   4,753,000
Research and Development                          833,000     736,000
Selling and Marketing                           4,013,000   3,481,000
General and Administrative                        577,000     499,000
                                               ----------- -----------
Income from Operations                            737,000      37,000
Other Income, net                                  95,000      88,000
                                               ----------- -----------
Income before Income Taxes                        832,000     125,000
Provision for Income Taxes                        (71,000)     (9,000)
                                               ----------- -----------
Net Income                                       $761,000    $116,000
                                               =========== ===========
Net Income per Common Share,
 - Basic and Diluted                                $0.02       $0.00
                                               =========== ===========
Weighted-Average Number of Shares
Used in Per Share Calculation:
    --  Basic                                  46,549,852  46,181,193
                                               =========== ===========

    --  Diluted                                49,532,221  47,240,059
                                               =========== ===========


Selected Balance Sheet Data:                 February 29, November 30,
                                                    2004         2003
- --------------------------------------------- ------------ -----------
Cash and Short-term Investments               $10,389,000  $9,345,000
Accounts Receivable, net                        8,833,000   9,560,000
Inventory, net                                  3,316,000   3,163,000
Current Assets                                 24,550,000  24,113,000
Long-term Assets                                2,547,000   2,535,000
Total Assets                                   27,097,000  26,648,000
Current Liabilities                             2,246,000   2,785,000
Long-term Liabilities                             935,000     843,000
Total Liabilities                               3,181,000   3,628,000
Shareholders' Equity                           23,916,000  23,020,000


    CONTACT: CardioDynamics, San Diego
             Bonnie Ortega, 888-522-2342, Ext. 1005
             bortega@cardiodynamics.com
                 or
             Irene Paigah, 888-522-2342, Ext. 1012
             ipaigah@cardiodynamics.com