AMENDMENT NO. 1

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                                  EXHIBIT 99.1


                          HEALTHDYNE TECHNOLOGIES, INC.

                                 AMENDMENT NO. 1

                 HEALTHDYNE TECHNOLOGIES, INC. RIGHTS AGREEMENT

         This Amendment No. 1 to the Healthdyne Technologies, Inc. Rights
Agreement dated as of May 22, 1995 ("Rights Agreement") between Healthdyne
Technologies, Inc. (the "Company") and SunTrust Bank, Atlanta (formerly Trust
Company Bank), Rights Agent, amends the terms and provisions of the Rights
Agreement as follows:

                                       I.

         Amend the first sentence of Section 3(a) by deleting such sentence in
its entirety and substituting in lieu thereof the following language:

         (a) Until the earlier of (i) the close of business on the tenth day
after the Stock Acquisition Date (or, if the tenth day after the Stock
Acquisition Date occurs before the Record Date, the close of business on the
Record Date) or (ii) at such time, as the Company's Board of Directors may
designate, after the date that a tender or exchange offer by any Person (other
than the Company, any Subsidiary of the Company, any employee benefit plan of
the Company or of any Subsidiary of the Company, or any Person or entity
organized, appointed or established by the Company for or pursuant to the terms
of any such plan) is first published or sent or given within the meaning of Rule
14d-2(a) of the General Rules and Regulations under the Exchange Act, if upon
consummation thereof, such Person would be the Beneficial Owner of 20% or more
of the shares of Common Stock then outstanding (the earlier of (i) and (ii), as
either of such periods may be extended pursuant to the provisions of Section 26
hereof, being herein referred to as the "Distribution Date"), (x) the Rights
will be evidenced (subject to the provisions of paragraph (b) of this Section 3)
by the certificates for the Common Stock registered in the names of the holders
of the Common Stock (which certificates for Common Stock shall be deemed also to
be certificates for Rights) and not by separate certificates, and (y) the Rights
will be transferable only in connection with the transfer of the underlying
shares of Common Stock (including a transfer to the Company).



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                                       II.

         This Amendment No. 1 shall be effective as of the date of its adoption
by the Board of Directors of the Company and shall be executed by the Rights
Agent upon delivery of a certificate signed by a Continuing Director (as defined
in the Plan) which states that the amendment is in compliance with the terms of
Section 26 of the Rights Agreement.

         IN WITNESS WHEREOF, the Company and the Rights Agent have caused this
amendment to the Rights Agreement to be duly executed this _____ day of January,
1997.



Attest:                                 HEALTHDYNE TECHNOLOGIES, INC.

                                        By:
--------------------------------             ----------------------------------
Name:                                        Name:
Title:                                       Title:


Attest:                                 SUNTRUST BANK, ATLANTA


                                        By:
--------------------------------             -----------------------------------
Name:                                        Name:
Title:                                       Title:




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