<PAGE>
EXHIBIT 3.4
AMENDMENT NO. 1
to
AMENDED AND RESTATED BYLAWS
of
DATA CRITICAL CORPORATION
Section 2.3(b) of the Bylaws were amended by the Board of Directors by
resolution approved June 14, 2000, to read as follows:
"(b) Only such business shall be conducted at a special meeting of
stockholders as shall have been brought before the meeting pursuant to the
notice of meeting given in accordance with Section 2.4. Nominations of persons
for election to the board of directors may be made at a special meeting of
stockholders at which directors are to be selected pursuant to such notice of
meeting (i) by or at the direction of the board of directors or (ii) by any
stockholder of the corporation who is a stockholder of record at the time of
giving of notice provided for in this paragraph, who shall be entitled to vote
at the meeting and who complies with the notice procedures set forth in Section
2.5."
