Exhibit 3.2

CERTIFICATE OF AMENDMENT

OF

ARTICLES OF INCORPORATION

OF

OCULUS INNOVATIVE SCIENCES, INC.

Hojabr Alimi and Richard Conley certify that:

     1. They are the President and Secretary, respectively, of Oculus Innovative Sciences, Inc., a California corporation.

     2. Article III.A of the Company’s Articles of Incorporation is hereby amended to read in its entirety as follows:

     “Classes of Stock. The Corporation is authorized to issue two classes of stock to be designated, respectively, “Common Stock” and “Preferred Stock.” The total number of shares which the Corporation is authorized to issue is one hundred thirty million (130,000,000) shares. Of such authorized shares, one hundred million (100,000,000) shall be designated as Common Stock and thirty million (30,000,000) shall be designated as Preferred Stock. Five million five hundred thousand (5,500,000) shares of the Preferred Stock are designated “Series A Preferred Stock” and nine million (9,000,000) shares of the Preferred Stock are designated “Series B Preferred Stock”. The rights, preferences, privileges and restrictions granted to and imposed on the Series A Preferred Stock are as set forth below in Article III(B).”

     3. The foregoing amendment of Articles of Incorporation has been duly approved by the Board of Directors.

     4. The foregoing amendment of Articles of Incorporation has been duly approved by the required vote of shareholders in accordance with Section 902 of the California General Corporation Law. The total number of outstanding shares of this corporation is 15,658,612 shares of Common Stock, 5,351,244 shares of Series A Preferred Stock, and 3,392,431 shares of Series B Preferred Stock. The number of shares voting in favor of the amendment equaled or exceeded the vote required. The percentage vote required was (i) more than fifty percent (50%) of the outstanding shares of Series A Preferred Stock and Series B Preferred Stock voting together as a single class, (ii) more than fifty percent (50%) of the outstanding shares of Series B Preferred Stock voting as a single class, and (ii) more than fifty percent (50%) of the outstanding shares of Common Stock, Series A Preferred Stock and Series B Preferred Stock voting together as a single class.

     The undersigned declare under penalty of perjury that the matters set forth in the foregoing certificate are true of their own knowledge.

     Executed at Petaluma, California on March 15, 2005.