================================================================================

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT
     PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

        Date of Report (Date of earliest event reported) February 9, 2006

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

           California                   0-11868                95-3533362
 ------------------------------       ------------         -------------------
        (State or other               (Commission             (IRS Employer
 jurisdiction of incorporation)       File Number)         Identification No.)

    6175 Nancy Ridge Drive, San Diego, California                92121
    ---------------------------------------------             ----------
       (Address of principal executive offices)               (Zip Code)

        Registrant's telephone number, including area code (858)-535-0202

                                       n/a
         --------------------------------------------------------------
         (Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instructions A.2 below):

[ ]  Written communications pursuant to Rule 425 under the Securities
     Act (17 CFR 230.425)

[ ]  Soliciting material pursuant to Rule 14a-12 under the Exchange
     Act (17 CFR 240.14a-12)

[ ]  Pre-commencement communications pursuant to Rule 14d-2(b) under the
     Exchange Act (17 CFR 240.14d-2(b))

[ ]  Pre-commencement communications pursuant to Rule 13e-4(c) under the
     Exchange Act (17 CFR 240.13e-4(c))

================================================================================



ITEM 2.02 RESULTS OF OPERATIONS AND FINANCIAL CONDITION.

        On February 9, 2006, the Registrant announced its financial results for
the fourth quarter 2005.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.

     (d)  EXHIBITS.

          Exhibit 99.1 - Registrant's press release dated February 9, 2006,
          publicly announcing its financial results for the fiscal fourth
          quarter 2005.



                                   SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

                                        CARDIODYNAMICS INTERNATIONAL CORPORATION


Date: February 9, 2006                  /s/ Stephen P. Loomis
                                        ---------------------------------------
                                        Stephen P. Loomis
                                        Chief Financial Officer