EXHIBIT 4.1

                          REGISTRATION RIGHTS AGREEMENT

         REGISTRATION RIGHTS AGREEMENT, dated as of November 21, 2000, between
American Medical Alert Corp., a New York corporation with its principal place of
business at 3265 Lawson Boulevard, Oceanside, NY 11572 (the "COMPANY"), and
Harriett Campbell Incorporated, a New York corporation having an address at 216
East 75th Street, New York, NY 11021.

                                  INTRODUCTION

         Pursuant to the Asset Purchase Agreement (as defined below), dated as
of November 21, 2000, the Company has agreed to enter into this Agreement and to
grant to the Holder the registration rights set forth herein. In this regard, it
is agreed among the parties hereto as follows:

                                    AGREEMENT

         1. CERTAIN DEFINITIONS. As used herein, the following capitalized terms
shall have the following respective meanings:

                  "ASSET PURCHASE AGREEMENT" means that certain Asset Purchase
         Agreement of even date herewith by and among the Company, HCI
         Acquisition Corp., a New York corporation and wholly-owned subsidiary
         of the Company, Harriet Campbell Incorporated, a New York corporation,
         and Angus Campbell, an individual.

                  "CERTIFICATE OF INCORPORATION" shall mean the Certificate of
         Incorporation of the Company, as amended from time to time.

                  "COMMISSION" shall mean the Securities and Exchange
         Commission.

                  "COMMON STOCK" shall mean the Company's Common Stock, $.01 par
         value per share.

                  "EXCHANGE ACT" shall mean the Securities Exchange Act of 1934,
         as amended.

                  "HOLDER" shall mean Harriet Campbell Incorporated, or any
         assignee of record to whom rights hereunder have been validly assigned
         pursuant to Section 8.

                  "PERSON" shall mean any individual, corporation, association,
         partnership, limited liability company, trust or estate, organization,
         business, government or agency or political subdivision thereof or any
         other entity.

                  "REGISTRATION EXPENSES" shall have the meaning set forth in
         Section 5.
<PAGE>

                  "REGISTRABLE STOCK" shall mean the shares of Common Stock
         underlying those two Common Stock Purchase Warrants to acquire 133,333
         1/3 and 105,000 shares of Common Stock, respectively, subject to
         adjustment as provided therein (the "Warrants"), which have been
         acquired by Holder pursuant to a certain Asset Purchase Agreement
         between Holder and the Company, dated November 21, 2000 (the "Asset
         Purchase Agreement"), any shares of Common Stock issued with respect to
         such Common Stock by way of stock dividend, stock split or
         reclassification of the Common Stock, excluding such shares (a) which
         have been registered pursuant to an effective registration statement
         filed under the Securities Act and disposed of in accordance with said
         registration statement, or (b) which could be, in the opinion of
         counsel to the Company, publicly sold as of the date in question
         pursuant to Rule 144 under the Securities Act. In the event of a
         Reorganization Transaction, which is not a Sale Transaction, as such
         terms are defined in the Warrants, and if the Company adjusts in good
         faith the provisions of the Warrants pursuant to Section 4(e) thereof
         so that the Warrants become exercisable for another class of stock
         which is registered under the Exchange Act and which is listed for
         trading on an exchange, market or interdealer quotation system, then
         the Registrable Stock shall include such class of stock.

                  "SECURITIES ACT" shall mean the Securities Act of 1933, as
         amended.

                  "SELLING EXPENSES" shall have the meaning set forth in Section
         5.

         2. RESTRICTIVE LEGEND. Each certificate  representing Registrable Stock
shall,  except as  otherwise  provided  in this  Section 2 or in  Section  3, be
stamped or otherwise  imprinted  with a legend  substantially  in the  following
form:

                  "TRANSFER OF THIS CERTIFICATE IS RESTRICTED PURSUANT TO THE
                  PROVISIONS OF THE SECURITIES ACT OF 1933 (THE "ACT") AS
                  AMENDED, AND EACH HOLDER AGREES NOT TO TRANSFER THE SHARES
                  REPRESENTED THEREBY, UNLESS IT HAS RECEIVED AN OPINION OF
                  COUNSEL THAT AN EXEMPTION UNDER THE ACT EXISTS TO PERMIT SAME,
                  OR THAT THE TRANSFER OF THE SHARES IS REGISTERED UNDER THE
                  ACT."

A certificate shall not bear such legend if the transfer of the Registrable
Stock has been registered under the Securities Act or if in the opinion of
counsel reasonably satisfactory to the Company, the Registrable Stock may be
publicly sold without registration under the Securities Act, and is no lnger
subject to the restrictions of the Registration Rights Agreement.

         3. NOTICE OF THE PROPOSED  TRANSFER.  Prior to any proposed transfer of
any Registrable Stock (other than under the  circumstances  described in Section
4), the Holder  shall give  written  notice to the Company of his  intention  to
effect such transfer. Each such notice shall describe the manner of the proposed
transfer and, if requested by the Company, shall be accompanied by an opinion of
counsel  reasonably  satisfactory to the Company to the effect that the proposed
transfer  may  be  effected  without  registration  under  the  Securities  Act,
whereupon  the Holder shall be entitled to transfer  such  Registrable  Stock in
accordance with the terms of its

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<PAGE>

notice.  The restrictions  provided for in this
Section 3 shall  not apply to  securities  which  are not  required  to bear the
legend  prescribed  by  Section  2 in  accordance  with the  provisions  of that
Section.

         4. REGISTRATION OF SHARES.

                  (a) The  Company  shall use its best  efforts  to (i) effect a
shelf registration pursuant to Rule 415 promulgated under the Securities Act, by
filing a registration  statement (the  "Registration  Statement"),  within sixty
(60) days of the date hereof, on Form S-3 or other applicable form,  registering
for resale the Registrable Stock and (ii) cause the Registration Statement to be
declared  effective  under the Securities Act of 1933, as amended (the "Act") as
soon thereafter as reasonably  practicable.  The Company  promptly shall provide
Holder  with such  number of copies  of the final  prospectus  contained  in the
Registration  Statement  after it becomes  effective as Holder shall  reasonably
request. In addition,  the Company shall use its reasonable best efforts to keep
the Registration  Statement effective for (i) so long as any of the Warrants are
outstanding;  and (ii) for a period of 18 months  after all such  Warrants  have
been  exercised in their  entirety or until all the  Registrable  Stock is sold,
whichever  is  earlier.  There  shall  be no  obligation  to  keep  effective  a
Registration  Statement  for any  Registrable  Stock  issuable  pursuant  to any
Warrant which has expired or been cancelled prior to the exercise thereof.

                  (b) Notwithstanding anything contained herein to the contrary,
the  Company  shall be  entitled  to  postpone  the  filing of the  Registration
Statement  otherwise  required to be prepared and filed by it in accordance with
Section  4(a) or, in the  event the  Registration  Statement  has been  declared
effective,  without suspending such effectiveness,  instruct the Holder promptly
in writing (or any  subsequent  holders  thereof) not to sell or distribute  any
Registrable  Stock  (a  "Delay")  as  long  as  the  reason  for  non-disclosure
continues,  if the Company  would be  required  to disclose in the  Registration
Statement the existence of any fact relating to a material  business  situation,
transaction or negotiation,  or would be required to disclose  information  that
the  Company  has not  otherwise  made  public,  in each case,  that the Company
reasonably determines is in the best interests of the Company not to disclose at
such time,  and unless and until the Holder  furnishes to the Company in writing
information that may be required to prepare the disclosure required by Items 507
and 508 of Regulation  S-B  promulgated  under the Act, with respect to Holder's
Registrable  Stock being sold under the Registration  Statement;  provided that,
with respect to Delays  because of  information  related to the Company  (rather
than disclosure  required to be provided by the Holder),  the Company shall only
be entitled to a maximum of two (2) Delays per year,  each Delay not to exceed a
period of sixty (60) days; and further  provided,  that no period of Delay shall
commence within 60 days of a previous Delay; and further  provided,  that if any
Delay extends to a time beyond the expiration of the 18 month period referred to
in (a)  above,  the  Company  shall use best  efforts  to keep the  Registration
Statement effective for another 60 days after such Delay.

                  (c) The Holder shall (i) reasonably cooperate with the Company
in connection with the preparation and filing of the Registration  Statement and
execute and deliver any  agreements or instruments  reasonably  requested by the
Company or its counsel in connection  therewith and (ii) upon discovery that, or
upon the happening of any event as a result of which, the Registration Statement
(or any  prospectus  included  therein),  as then in effect,  includes an

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<PAGE>

untrue statement of a material fact or omits to state any material fact required
to be stated therein or necessary to make the statements therein not misleading,
in the light of the  circumstances  under which they were made (as determined by
the Company or its counsel in its sole  discretion),  forthwith  discontinue its
disposition of Registrable Stock pursuant to the Registration  Statement,  until
such time as the Holder (or any holders) has received a supplemented  or amended
prospectus from the Company relating thereto. The Company agrees to use its best
efforts to prepare any necessary  amendments or supplements to the  Registration
Statement as soon as reasonably practicable after the same becomes necessary and
to provide to the Holder quantities of such amendments or supplements reasonably
sufficient for the distribution thereof.

                  (d) With respect to the  Registration  Statement,  the Company
         shall:

                           (i) Prepare and file with the SEC such amendments and
                  supplements to such registration  statement and the prospectus
                  used in connection with such registration  statement as may be
                  necessary to comply with the  provisions of the Securities Act
                  with respect to the  disposition of all securities  covered by
                  such registration statement.

                           (ii) Use its best efforts to register and qualify the
                  securities  covered by such registration  statement under such
                  other  securities  or Blue Sky laws of such  jurisdictions  as
                  shall  be  reasonably  requested  by  the  Holders,   provided
                  however,  that the Company shall not be required in connection
                  therewith or as a condition  thereto to qualify to do business
                  or to file a general consent to service of process in any such
                  states or jurisdictions.

                           (iii) Notify each Holder of Registrable Stock covered
                  by such  registration  statement at any time when a prospectus
                  relating  thereto  is  required  to  be  delivered  under  the
                  Securities  Act of the  happening  of any event as a result of
                  which the prospectus included in such registration  statement,
                  as then in effect,  includes an untrue statement of a material
                  fact or omits to state a material  fact  required to be stated
                  therein  or  necessary  to make  the  statements  therein  not
                  misleading  in the light of the  circumstances  then  existing
                  and,  following such  notification,  promptly  deliver to each
                  Holder copies of all amendments or supplements  referred to in
                  paragraph (i) of this Section 4(d).

                           (iv) Use its  best  efforts  to list the  Registrable
                  Stock  covered  by  such   registration   statement  with  any
                  securities  exchange or interdealer  quotation system on which
                  the  equity  securities  of the  Company  are then  listed  or
                  quoted.

         5.  EXPENSES.  All  expenses  incurred  by  the  Company  in  effecting
registrations of Registrable Stock pursuant to the provisions of this Agreement,
including,  without  limitation,  all  registration  and filing  fees,  printing
expenses,  fees and  disbursements  of Company  counsel and  independent  public
accountants for the Company, fees and expenses (including counsel fees) incurred
in connection  with complying with state  securities or "blue sky" laws, fees of
the National  Association of Securities  Dealers,  Inc., transfer taxes, fees of
transfer agents and registrars and costs of insurance, but excluding any Selling
Expenses,  are  called  "REGISTRATION  EXPENSES".  All  underwriting  discounts,
selling commissions and underwriter expense

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<PAGE>

reimbursement  allowances applicable to the sale of Registrable Stock are called
"SELLING EXPENSES".

         The Company will pay all Registration Expenses in connection with the
registration of Registrable Stock pursuant to the provisions of this Agreement.
All Selling Expenses in connection with such registration statement shall be
borne by the participating sellers in proportion to the number of shares sold by
each, or by such participating sellers other than the Company (except to the
extent the Company shall be a seller) as they may agree.

         6. INDEMNIFICATION AND CONTRIBUTION.

                  (a) In the event of a registration  of any of the  Registrable
Stock under the Securities Act pursuant to the provisions of this Agreement, the
Company will indemnify and hold harmless the Holder, against any losses, claims,
damages or liabilities, joint or several, to which the Holder may become subject
under the Securities Act or otherwise,  insofar as such losses,  claims, damages
or  liabilities  (or actions in respect  thereof) arise out of or are based upon
any untrue  statement or alleged untrue statement of any material fact contained
in any registration  statement under which such Registrable Stock was registered
under the  Securities  Act pursuant to the  provisions  of this  Agreement,  any
preliminary  prospectus or final prospectus  contained therein, or any amendment
or supplement thereof, or arise out of or are based upon the omission or alleged
omission  to state  therein a material  fact  required  to be stated  therein or
necessary to make the statements therein not misleading,  or arise out of or are
based on any  violation or alleged  violation  by the Company of the  Securities
Act,  the  Exchange  Act,  any  federal or state  securities  law or any rule or
regulation promulgated under the Securities Act, the Exchange Act or any federal
or  state  securities  law in  connection  with  the  offering  covered  by such
registration  statement,  and will  reimburse  the Holder for any legal or other
expenses  reasonably  incurred  by  him  in  connection  with  investigating  or
defending any such loss, claim, damage,  liability or action;  provided that the
Company  will not be liable in any such case if and to the extent  that any such
loss,  claim,  damage  or  liability  arises  out of or is based  upon an untrue
statement or alleged untrue statement or omission or alleged omission so made in
conformity with information  furnished by the Holder in writing specifically for
use in such registration statement or prospectus.

                  (b) In the event of a registration  of any of the  Registrable
Stock under the Securities Act pursuant to the provisions of this Agreement, the
Holder will  indemnify and hold harmless the Company,  each person,  if any, who
controls the Company within the meaning of the  Securities  Act, each officer of
the Company who signs the registration statement,  each director of the Company,
each underwriter and each person who controls any underwriter within the meaning
of the Securities Act, against all losses, claims, damages or liabilities, joint
or  several,  to which the Company or such  officer,  director,  underwriter  or
controlling  person may become  subject under the  Securities  Act or otherwise,
insofar as such losses,  claims,  damages or liabilities  (or actions in respect
thereof)  arise out of or are based upon any untrue  statement or alleged untrue
statement of any material fact  contained in the  registration  statement  under
which such Registrable Stock was registered under the Securities Act pursuant to
the provisions of this Agreement, any preliminary prospectus or final prospectus
contained therein,  or any amendment or supplement  thereof,  or arise out of or
are based upon the omission or alleged omission to state therein a material fact
required to be stated  therein or necessary to make the  statements  therein

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<PAGE>

not misleading,  and will reimburse the Company and each such officer, director,
underwriter  and controlling  person for any legal or other expenses  reasonably
incurred by them in connection  with  investigating  or defending any such loss,
claim,  damage,  liability  or action;  provided  that the Holder will be liable
hereunder in an amount not to exceed the net proceeds  received by the Holder in
the sale of his Registrable Stock pursuant to such  registration  statement and,
in any such case, if and only to the extent that any such loss,  claim damage or
liability  arises out of or is based upon an untrue  statement or alleged untrue
statement  or  omission  or  alleged  omission  made  in  reliance  upon  and in
conformity  with  information  pertaining to the Holder,  as such,  furnished in
writing to the Company by the Holder  specifically for use in such  registration
statement or prospectus.

                  (c) Promptly after receipt by an indemnified  party  hereunder
of notice of the commencement of any action,  such indemnified party shall, if a
claim in respect thereof is to be made against the indemnifying party hereunder,
notify the indemnifying party in writing thereof,  but the omission so to notify
the  indemnifying  party shall not relieve it from any such liability other than
under this Section 6 and shall only relieve it from any  liability  which it may
have to such indemnified party if such indemnifying  party is prejudiced by such
omission. In case any such action shall be brought against any indemnified party
and it shall notify the  indemnifying  party of the  commencement  thereof,  the
indemnifying  party shall be entitled  to  participate  in and, to the extent it
shall  wish,  to  assume  and   undertake  the  defense   thereof  with  counsel
satisfactory to such  indemnified  party, and after notice from the indemnifying
party to such  indemnified  party  under  this  Section  6 to such  effect,  the
indemnifying  party  shall not be liable  for any  legal  expenses  subsequently
incurred by such indemnified  party in connection with the defense thereof other
than reasonable costs of investigation  and of liaison with counsel so selected;
provided that if the defendants in any such action include both the  indemnified
party and the indemnifying party and the indemnified party shall have reasonably
concluded  that  there  may be  reasonable  defenses  available  to it which are
different from or additional to those available to the  indemnifying  party, the
indemnified  party  shall  have the right to select a  separate  counsel  and to
assume such legal  defenses and otherwise to  participate in the defense of such
action,  with the expenses and fees of such separate  counsel and other expenses
related to such participation to be the responsibility of the indemnified party.

                  (d) No  settlement  may be made of an action  against a Person
which is required to be indemnified under this agreement,  without such Person's
consent; provided,  however, a settlement of an action that requires only a cash
payment may be  effected  by the  indemnifying  party  without  the  indemnified
Person's consent if full payment of the cash settlement  amount is made by or on
behalf of the indemnifying party.

                  (e) In order to provide for just and equitable contribution to
joint  liability  under the  Securities  Act in any case in which either (i) the
Holder  makes a claim for  indemnification  pursuant to this Section 6 but it is
judicially  determined  (by  entry of a final  judgment  or decree by a court of
competent jurisdiction and the expiration of time to appeal or the denial of the
last right of appeal) that such indemnification may not be enforced in such case
notwithstanding  the fact that this  Section 6 provides for  indemnification  in
such case, or (ii) contribution  under the Securities Act may be required on the
part of the Holder in circumstances for which  indemnification is provided under
this  Section 6, then,  and in each such case,  the  Company and the Holder will
contribute to the aggregate losses, claims, damages or liabilities to

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<PAGE>

which they may be subject (after contribution from others) in such proportion so
that the Holder is  responsible  for the portion  represented  by the percentage
that  the  public  offering  price  of  its  Registrable  Stock  offered  by the
registration  statement  bears to the public  offering  price of all  securities
offered by such  registration  statement (in an amount in any case not to exceed
the net  proceeds  received by the Holder in the sale of his  Registrable  Stock
pursuant to such registration statement), and the Company is responsible for the
remaining  portion;  provided that, in any such case, no person or entity guilty
of  fraudulent  misrepresentation  (within the  meaning of Section  11(f) of the
Securities Act) will be entitled to  contribution  from any person or entity who
was not guilty of such fraudulent misrepresentation.

                  (f)  The  provisions  of this  Section  6  shall  survive  the
termination of this agreement and the disposition by the Holder of its shares of
Registrable Stock.

         7. MISCELLANEOUS.

                  (a) Any notice  required under any provision of this Agreement
to be given shall be deemed to have been adequately  given if it is delivered in
person or sent by  certified  mail,  return  receipt  requested,  or by  private
courier  service to such party, at the address of such party as set forth above.
Notice given under this Agreement shall be effective upon receipt.

                  (b) No failure to exercise and no delay in exercising,  on the
part of the Company or the Holder of any right, power or privilege granted under
this Agreement shall operate as a waiver of such right, power, or privilege.  No
single or partial  exercise by the Company or the Holder of any right,  power or
privilege  granted  under this  Agreement  shall  preclude  any other or further
exercise  thereof or the exercise of any other right,  power or  privilege.  The
rights and  remedies  provided  in this  Agreement  are  cumulative  and are not
exclusive of any rights or remedies provided by law.

                  (c)  This  Agreement  may be  modified  or  amended  only by a
writing  signed by the  Company and the holders of a majority in interest of the
Registrable Stock.

                  (d) This  Agreement  shall be  governed  by and  construed  in
accordance  with  the  laws of the  State  of New  York  without  regard  to the
conflicts of laws  principles  thereof.  The headings of this  Agreement are for
purposes  of  convenience  only and shall not  control or affect the  meaning or
construction of any of the provisions of this Agreement.

                  (e) This  Agreement  shall be binding  upon and shall inure to
the benefit of the parties and their respective heirs, successors, and permitted
assigns.

                  (f) This Agreement  expresses the entire  understanding of the
Company and the Holder with respect to the subject  matter hereof and supersedes
all prior and contemporaneous  agreements and undertakings of the Company and of
the Holder with respect to the subject matter of this Agreement.

                  (g)  This   Agreement   may  be   executed   in  one  or  more
counterparts,  each of which shall be deemed to be an original  but all of which
taken together shall constitute one agreement.

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<PAGE>

                  (h) The  obligations  of the  Company  to  register  shares of
Registrable  Stock  under this  Agreement  shall  terminate  when the  Company's
obligation to keep the registration  statement  effective under Section 4 hereof
has been completed.

                  (i) If any provisions of this Agreement shall be determined to
be illegal and unenforceable by any court of law, the remaining provisions shall
be severable and enforceable in accordance with their terms.

                  (j) Whenever the context may require, any pronouns used herein
shall  include  the  corresponding  masculine,  famine or  neuter  forms and the
singular form of names and pronouns shall include the plural and vice-versa.

                  (k)  If  requested  in  writing  by  the  Company  or  by  the
underwriters for any public offering of securities of the Company pursuant to an
effective  registration  statement  under the  Securities  Act, the Holder shall
agree not to sell publicly any shares of  Registrable  Stock or any other shares
of Common  Stock  (other than  shares of  Registrable  Stock or other  shares of
Common Stock being  registered  in such  offering),  without the consent of such
underwriters, for a period of not more than the lesser of (i) 6 months following
the effective date of the registration  statement relating to such offering,  or
(ii) such period to which a President or Executive Vice President of the Company
owning shares of stock of the class being registered are bound.

         8. TRANSFER OR ASSIGNMENT OF REGISTRATION  RIGHTS.  The rights to cause
the Company to register a Holder's  Registrable  Stock granted to each Holder by
the Company under Section 4 may be  transferred  or assigned by such Holder to a
transferee or assignee of any of such Holder's Registrable Stock,  provided that
the  Company is given  written  notice by such Holder at the time of or within a
reasonable time after said transfer or assignment,  stating the name and address
of said  transferee or assignee and  identifying  the securities with respect to
which such registration  rights are being transferred or assigned,  and provided
further that the  transferee  or assignee of such rights  assumes in writing the
obligations of such Holder under this Agreement.

         9. RULE 144 REPORTING.  With a view to making available the benefits of
certain rules and regulations of the Commission which may at any time permit the
sale of the stock to the public without registration, the Company agrees to:

                  (a) make and keep public information available, as those terms
are understood and defined in Rule 144 under the Securities Act;

                  (b) use its best  efforts  to file  with the  Commission  in a
timely manner all reports and other documents  required of the Company under the
Securities Act and the Exchange Act; and

                  (c) furnish to each Holder  forthwith  upon  request a written
statement by the Company as to its compliance with the reporting requirements of
Rule 144 and of the  Securities  Act and the  Exchange  Act,  a copy of the most
recent  annual or quarterly  report of the Company,  and such other  reports and
documents  of the  Company as such  Holder may  reasonably  request in  availing
itself of any rule or regulation of the Commission  allowing such holder to sell
any stock without registration.

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<PAGE>

         IN WITNESS WHEREOF, the parties hereto have executed this Registration
Rights Agreement as of the date first above written.

                                              AMERICAN MEDICAL ALERT CORP.


                                              By:      /s/ Jack Rhian
                                                 -------------------------------
                                                  Name:
                                                  Title:


                                              HARRIET CAMPBELL INCORPORATED


                                                       /s/  Angus Campbell
                                                 -------------------------------


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