FORM 10-QSB

                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                   QUARTERLY REPORT UNDER SECTION 13 OR 15 (D)

                     OF THE SECURITIES EXCHANGE ACT OF 1934

For Quarter Ended March 31, 2002


Commission File Number 1-8635

                          AMERICAN MEDICAL ALERT CORP.
             (Exact Name of Registrant as Specified in its Charter)

         New York                                         11-2571221
(State or other jurisdiction of                       (I.R.S. Employer
incorporation or organization)                      Identification Number)

                3265 Lawson Boulevard, Oceanside, New York 11572
                    (Address of principal executive offices)
                                   (Zip Code)

                                 (516) 536-5850
              (Registrant's telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  registrant  was
required  to file  such  reports),  and  (2) has  been  subject  to such  filing
requirements for the past 90 days. Yes X No __

Indicate the number of shares  outstanding  of each of the  issuer's  classes of
common stock, as of the latest  practicable  date:  7,467,922 shares of $.01 par
value common stock as of May 8, 2002.

<PAGE>


                  AMERICAN MEDICAL ALERT CORP. AND SUBSIDIARIES



                                       INDEX                                PAGE

Part  I  Financial Information

            Report of Independent Accountants                                1

            Condensed Consolidated Balance Sheets for March 31, 2002
            and December 31, 2001                                            2

            Condensed Consolidated Statements of Income for the

            Three Months Ended March 31, 2002 and 2001                       4

            Condensed Consolidated Statements of Cash Flows for

            the Three Months Ended March 31, 2002 and 2001                   5

            Notes to Condensed Consolidated Financial Statements             7

            Management's Discussion and Analysis of

            Financial Condition and Results of Operations                   11

Part II  Other Information                                                  16

<PAGE>


Report of Independent Accountants

Board of Directors and Shareholders
American Medical Alert Corp. and Subsidiaries
Oceanside, New York

We have reviewed the condensed  consolidated  balance sheet of American  Medical
Alert Corp.  and  Subsidiaries  as of March 31,  2002 and the related  condensed
consolidated  statements  of income and cash flows for the  three-month  periods
ended March 31, 2002 and 2001. These financial statements are the responsibility
of the company's management.

We  conducted  our  reviews in  accordance  with  standards  established  by the
American  Institute  of  Certified  Public  Accountants.  A  review  of  interim
financial  information consists principally of applying analytical procedures to
financial  data and making  inquiries of persons  responsible  for financial and
accounting matters. It is substantially less in scope than an audit conducted in
accordance with generally accepted auditing standards, the objective of which is
the  expression  of an opinion  regarding the  financial  statements  taken as a
whole. Accordingly, we do not express such an opinion.

Based on our reviews, we are not aware of any material modifications that should
be made to the condensed consolidated financial statements referred to above for
them to be in conformity with accounting  principles  generally  accepted in the
United States of America.

We have  previously  audited,  in accordance with auditing  standards  generally
accepted in the United States of America,  the consolidated  balance sheet as of
December  31,  2001,  and  the  related   consolidated   statements  of  income,
shareholders'  equity  and cash  flows for the year then  ended  (not  presented
herein);  and in our report  dated March 14, 2002,  we expressed an  unqualified
opinion  on  those  consolidated  financial  statements.  In  our  opinion,  the
information set forth in the accompanying  condensed  consolidated balance sheet
as of December 31, 2001 is fairly stated, in all material respects,  in relation
to the consolidated balance sheet from which it has been derived.

/s/ Margolin, Winer & Evens LLP

Margolin, Winer & Evens LLP

May 8,  2002



                                      -1-
<PAGE>

                         PART I - FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS.
         ---------------------

                  AMERICAN MEDICAL ALERT CORP. AND SUBSIDIARIES
                      CONDENSED CONSOLIDATED BALANCE SHEETS

                                     ASSETS
<TABLE>
<CAPTION>
                                                                                  March 31, 2002
                                                                                   (Unaudited)      Dec. 31, 2001*
                                                                                -----------------   ---------------
<S>                                                                               <C>               <C>
CURRENT ASSETS
     Cash                                                                         $      597,914     $     818,696
     Accounts receivable
     (net of allowance for doubtful accounts of $452,500 and $417,500)                 2,898,822         2,866,015
     Notes and other receivables                                                         374,310           276,594
     Inventory                                                                           169,662           171,283
     Prepaid and refundable taxes                                                         69,562           109,328
     Prepaid expenses and other current assets                                           192,584           123,987
     Deferred income taxes                                                               408,000           408,000
                                                                                -----------------   ---------------
     Total Current Assets                                                              4,710,854         4,773,903
                                                                                -----------------   ---------------
INVENTORY OF MEDICAL DEVICES HELD FOR LEASE - AT COST                                  1,294,085         1,433,750
                                                                                -----------------   ---------------
FIXED ASSETS

     (Net of accumulated depreciation and amortization)                                6,071,073         6,298,301
                                                                                -----------------   ---------------

OTHER ASSETS

       Long-term portion of notes receivable                                              54,789           162,918
       Intangible assets and deferred charges
            (net of accumulated amortization of $449,051 and $398,187)                   926,748           757,218
       Goodwill (net of accumulated amortization of $58,868)                             862,772           837,504
       Other assets                                                                      277,290           117,749
       Deferred income taxes                                                              50,000            50,000
                                                                                -----------------   ---------------
                                                                                       2,171,599         1,925,389
                                                                                -----------------   ---------------
TOTAL ASSETS                                                                         $14,247,611       $14,431,343
                                                                                =================   ===============
LIABILITIES AND SHAREHOLDERS' EQUITY

CURRENT LIABILITIES:
     Current portion of notes payable                                             $    1,347,079    $    1,345,616
     Accounts payable                                                                    653,281           799,456
     Accrued expenses                                                                    536,752           538,949
     Current portion of capital lease obligations                                        220,046           214,903
     Deferred revenue                                                                     79,010           117,901
                                                                                -----------------   ---------------
     Total Current Liabilities                                                         2,836,168         3,016,825

DEFERRED INCOME TAX LIABILITY                                                            519,000           519,000
LONG-TERM PORTION OF NOTES PAYABLE                                                       500,966           599,573
LONG-TERM PORTION OF CAPITAL LEASE OBLIGATIONS                                           123,087           180,065
PUT WARRANT OBLIGATION                                                                   344,000           319,000
ACCRUED RENTAL OBLIGATION AND OTHER                                                       53,500            61,466
                                                                                -----------------   ---------------
     TOTAL LIABILITIES                                                                 4,376,721         4,695,929
                                                                                -----------------   ---------------

COMMITMENTS AND CONTINGENT LIABILITIES                                                         -                 -
SHAREHOLDERS' EQUITY
     Preferred stock, $.01 par value - authorized, 1,000,000 shares;
     none issued and  outstanding  Common  stock,  $.01 par value -
     authorized,  20,000,000 shares; issued 6,525,053 and 6,498,545
     shares in 2002 and 2001, respectively.                                               65,251            64,985
     Additional paid-in capital                                                        6,396,108         6,340,669
     Retained earnings                                                                 3,515,563         3,435,792
                                                                                -----------------   ---------------
                                                                                       9,976,922         9,841,446
     Less treasury stock, at cost (43,910 shares)                                       (106,032)         (106,032)
                                                                                -----------------   ---------------
     Total Shareholders' Equity                                                        9,870,890         9,735,414
                                                                                -----------------   ---------------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY                                        $   14,247,611    $   14,431,343
                                                                                =================   ===============
</TABLE>

See accompanying notes to condensed financial statements.

         * Derived from audited financial statements, with a
           reclassification to conform to March 31, 2002 presentation


                                      -2-
<PAGE>

                  AMERICAN MEDICAL ALERT CORP. AND SUBSIDIARIES
                   CONDENSED CONSOLIDATED STATEMENTS OF INCOME
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                       Three Months Ended March 31,
                                                                        2002               2001
                                                                        ----               ----
<S>                                                                  <C>                 <C>
Revenues:
     Services                                                        $ 3,521,687         $ 3,208,413
     Product sales                                                        87,576             103,097
                                                                     ------------        ------------
                                                                       3,609,263           3,311,510
Costs and Expenses (Income):
     Costs related to services                                         1,611,893           1,694,584
     Costs of products sold                                               48,799              70,174
     Selling, general and administrative expenses                      1,773,254           1,647,221
     Interest expense                                                     35,837              66,035
     Other income                                                        (13,291)            (32,667)
                                                                     ------------        ------------

Income (loss) before provision for income taxes                          152,771            (133,837)

     Provision (credit) for income taxes                                  73,000             (48,000)
                                                                     ------------        ------------

NET INCOME (LOSS)                                                    $    79,771             (85,837)
                                                                     ============        ============

Net income (loss) per share:

     Basic                                                           $       .01         $      (.01)
                                                                     ------------        ------------
     Diluted                                                         $       .01         $      (.01)
                                                                     ------------        ------------

Weighted average number of common shares outstanding (Note 3)
     Basic                                                             6,475,175           6,415,241
                                                                     ============        ============
     Diluted                                                           7,004,285           6,415,241
                                                                     ============        ============

See accompanying notes to condensed financial statements.
</TABLE>


                                      -3-
<PAGE>

                  AMERICAN MEDICAL ALERT CORP. AND SUBSIDIARIES

                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (Unaudited)
<TABLE>
<CAPTION>

                                                                                  Three Months Ended March 31,
                                                                                    2002               2001
                                                                                    ----               ----
<S>                                                                              <C>               <C>
Cash Flows From Operating Activities:

     Net income (loss)                                                           $  79,771         $ (85,837)

     Adjustments  to  reconcile  net  income  (loss)
         to net cash  provided  by operating activities
     Depreciation and amortization                                                 479,042           490,194
     Valuation of put warrants                                                      25,000            20,000
     Decrease (increase) in:
       Accounts receivables                                                        (32,807)          (84,778)
       Inventory                                                                     1,621            (4,434)
        Prepaid and refundable taxes                                               (10,234)           26,227
       Prepaid expenses and other current assets                                   (68,597)           27,929
        Other assets                                                              (109,541)           (2,228)
     (Decrease) in:
       Accounts payable, accrued expenses and other                               (156,338)         (242,616)
        Deferred revenue                                                           (38,891)          (65,309)
                                                                                 ----------        ----------

Net Cash Provided by Operating Activities                                          169,026            79,148
                                                                                 ----------        ----------

Cash Flows From Investing Activities:
     Expenditures for fixed assets including inventory of medical devices
      held for lease                                                               (61,284)           68,067
     Repayment of notes receivable                                                  10,413            38,888
     Payment for goodwill, account acquisitions and
      licensing agreement                                                         (245,663)          (16,396)
                                                                                 ----------        ----------

Net Cash (Used In) Provided by Investing Activities                               (296,534)           90,559
                                                                                 ----------        ----------

Cash Flows From Financing Activities:
     Principal payments under capital lease obligation                             (51,835)          (44,934)
     Proceeds from note payable                                                         --            17,898
     Repayment of notes payable                                                    (97,144)         (117,699)
     Proceeds upon exercise of stock options                                        55,705                --
                                                                                 ----------        ----------

Net Cash Used in Financing Activities                                              (93,274)         (144,735)
                                                                                 ----------        ----------
</TABLE>

See accompanying notes to condensed financial statements.


                                      -4-
<PAGE>

                  AMERICAN MEDICAL ALERT CORP. AND SUBSIDIARIES

           CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)
                                   (Unaudited)

<TABLE>
<CAPTION>

                                                         Three Months Ended March 31,
                                                            2002               2001
                                                            ----               ----
<S>                                                      <C>               <C>
         Net (Decrease) increase in Cash                 $(220,782)        $  24,972
                                                         ----------        ----------

         Cash, Beginning of Period                         818,696           537,247
                                                         ----------        ----------

         Cash, End of Period                             $ 597,914         $ 562,219
                                                         ==========        ==========

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:

CASH PAID DURING THE PERIOD FOR INTEREST                 $  34,938         $  62,014
                                                         ==========        ==========

CASH PAID DURING THE PERIOD FOR INCOME TAXES             $  34,192         $      --
                                                         ==========        ==========

</TABLE>

During 2001 the Company  incurred  capital lease  obligations of $98,340 when it
entered into a lease agreement for new equipment.

See accompanying notes to condensed financial statements.


                                      -5-
<PAGE>


                  AMERICAN MEDICAL ALERT CORP. AND SUBSIDIARIES

              Notes to Condensed Consolidated Financial Statements
                                   (Unaudited)

1.   General:

         These  financial  statements  should  be read in  conjunction  with the
financial  statements  and notes  thereto for the year ended  December  31, 2001
included in the Company's Annual Report on Form 10-KSB.

2.   Results of Operations:

         In the opinion of  management,  the  accompanying  unaudited  condensed
financial  statements  contain  all  adjustments   (consisting  only  of  normal
recurring  accruals)  necessary to present  fairly the financial  position as of
March 31, 2002 and the results of operations and cash flows for the three months
ended March 31, 2002 and 2001.

         The accounting  policies used in preparing these  financial  statements
are the same as those  described in the December 31, 2001 financial  statements,
except as those described in Note 3.

         The results of operations for the three months ended March 31, 2002 are
not  necessarily  indicative of the results to be expected for any other interim
period or for the full year.

3.   New Pronouncements:

         In June 2001, the Financial  Accounting  Standards  Board (FASB) issued
SFAS No. 142,  "Goodwill and Other Intangible Assets" which states that goodwill
and  other  intangible  assets  with  indefinite  lives,  are  no  longer  to be
amortized,  but instead are to be tested for impairment at least  annually.  The
impairment  process consists of comparing the fair value of the intangible asset
to its carrying  value.  The Company  adopted SFAS No. 142 effective  January 1,
2002.

         The financial information for acquired intangible assets is as follows:

                                             As of March 31, 2002
                                             --------------------
                                      Gross Carrying         Accumulated
                                         Amount             Amortization
                                      --------------         -----------
Amortized intangible assets
  Account acquisitions                $  879,443             $  420,046
  Noncompete agreement                    60,000                 18,750
  Deferred charges                        41,022                 10,255
  Licensing fees                         395,334                     --
                                      ----------             ----------
      Total                           $1,375,799             $  449,051
                                      ==========             ==========


                                      -6-
<PAGE>

         Amortization   expense  for  the  quarter  ended  March  31,  2002  was
approximately $51,000 and annual estimated amortization is as follows:

         Estimated amortization expense:
         -------------------------------

         For the year ended December 31, 2002            $    205,000
         For the year ended December 31, 2003            $    173,000
         For the year ended December 31, 2004            $    154,000
         For the year ended December 31, 2005            $     38,000
         For the year ended December 31, 2006            $      5,000


         The changes in carrying  amount of goodwill for the quarter ended March
31, 2002 are as follows:
<TABLE>
<CAPTION>

                                        PERS              TAS              Other        Consolidated
                                        ----              ---              -----        ------------
<S>                                    <C>              <C>               <C>             <C>
Balance as of January 1, 2002          $  --            $837,503          $  --           $837,503
Additional Goodwill during quarter        --              25,269             --             25,269
                                       -----            --------          -----           --------
Balance as of March 31, 2002           $  --            $862,772          $  --           $862,772
                                       =====            ========          =====           ========

</TABLE>

         The  following  financial  information  is presented as if SFAS 142 was
adopted at the beginning of the quarter ended March 31, 2001:

                                            For the three months ended March 31,
                                            ------------------------------------
                                                     2002            2001
                                                     ----            ----
NET INCOME:
  Reported net income (loss)                     $  79,771        $ (85,837)
  Add back: Goodwill amortization                       --           13,133
                                                 ---------        ---------
  Adjusted net income (loss)                     $  79,771        $ (72,704)
                                                 =========        =========

BASIC EARNINGS PER SHARE:
  Reported basic earnings (loss) per share       $     .01        $    (.01)
  Add back: Goodwill amortization                       --               --
                                                 ---------        ---------
  Adjusted basic earnings (loss) per share       $     .01        $    (.01)
                                                 =========        =========
DILUTED EARNINGS PER SHARE:
  Reported diluted earnings (loss) per share     $     .01        $    (.01)
  Add back: Goodwill amortization                       --               --
                                                 ---------        ---------
  Adjusted diluted earnings (loss) per share     $     .01        $    (.01)
                                                 =========        =========


                                      -7-
<PAGE>

         In August  2001,  the FASB  issued  SFAS No.  144  "Accounting  for the
Impairment or Disposal of Long Lived  Assets".  This statement  supersedes  SFAS
121,  "Accounting  for the  Impairment of Long-Lived  Assets and for  Long-Lived
Assets to be Disposed Of",  while  retaining  many of the  requirements  of such
statement.  The Company  adopted  SFAS No. 144  effective  January 1, 2002.  The
application  did not have a  significant  impact  on the  Company's  results  of
operations or financial condition.

4.   Earnings Per Share:

         The Company  adopted SFAS No. 128,  "Earnings  Per Share",  in December
1997. Earnings per share data for the three months ended March 31, 2002 and 2001
is presented in conformity with this pronouncement.

         The  following  table  is  a  reconciliation   of  the  numerators  and
denominators in computing earnings per share:

<TABLE>
<CAPTION>

                                             Income                     Shares                Per-Share
           March 31, 2002                  (Numerator)               (Denominator)             Amounts
           --------------                  -----------               -------------             -------
<S>                                           <C>                      <C>                     <C>
Basic EPS -
    Income available to
      common stockholders                     $  79,771                6,475,175               $   .01
                                                                                               ========
Effect of dilutive securities -
    Options and warrants                             --                  529,110
                                              ----------               ----------

Diluted EPS -
    Income available to common
      stockholders and
      assumed conversions                    $  79,771                 7,004,285               $   .01
                                             ==========                ==========              ========

           March 31, 2001
           --------------

Basic EPS -
    Loss available to
         common stockholders                 $ (85,837)                6,415,241               $.(01)
                                                                                               ========
Effect of dilutive securities -
    Options and warrants                            --                       --
                                             ----------               ----------

Diluted EPS -
    Loss available to common
         stockholders and
         assumed conversions                 $ (85,837)                6,415,241               $.(01)
                                             ==========               ==========               ========

</TABLE>


                                      -8-
<PAGE>


5.   Major Customers:

         Since 1983,  the Company has provided  PERS services to the City of New
York's Human Resources  Administration  Home Care Service Program ("HCSP").  The
Company provides services to the City of New York under extensions and contracts
issued  periodically.  The  current  contract,  which  runs  through  June 2002,
reflects  terms and  conditions  present in the original  contract.  The Company
believes,  based on  discussions  with HCSP  representatives,  that an extension
through June 2003 is  forthcoming  under the same terms and conditions as in the
original contract.  During the three months March 31, 2002 and 2001, the Company
had revenues from this contract representing 25% and 28%,  respectively,  of its
total revenue.

During any contract  renewal  process,  there can be no assurance  that the same
level of  revenues  will be  sustained  due to a variety of  factors,  including
pricing,  number of  subscribers  to be  serviced,  and the  amount of time that
passes before the renewal agreement is acted upon by HCSP. While the Company has
reduced  its  dependence  on revenue  from  HCSP,  a  significant  amount of the
Company's  revenue  could be  lost,  albeit  over a  protracted  period,  if the
contract with HCSP is not maintained or is maintained at a  significantly  lower
level of revenue. This could have a material adverse effect on operating results
and cash flows.  In addition,  it is possible that  significant  adjustments  to
inventory  of  medical  devices  held  for  lease  and  leased  medical  devices
associated  with the contract would occur.  The extent and  significance  of the
adjustments  will be dependent upon the length of the  transition  period to the
new provider  subject to management's  ability to place these devices with other
providers.

As of March 31, 2002 and December 2001,  accounts  receivable  from the contract
represented  47% of accounts  receivable and leased  medical  devices in service
under the contract  represented  26% and 30%,  respectively,  of leased  medical
devices.

6.   Segment  Reporting:

The Company has two reportable  segments,  Personal  Emergency  Response Systems
("PERS") and Telephone After-Hours Answering Services ("TAS"), which is provided
through the Company's HCI subsidiary, which was acquired on November 21, 2000.

The table  below  provides  a  reconciliation  of segment  information  to total
consolidated information for the three months ended March 31, 2002 and 2001:

<TABLE>
<CAPTION>

                                      2002
                                      ----

                                                      PERS              TAS              Other          Consolidated
                                                      ----              ---              -----          ------------
<S>                                              <C>              <C>                <C>                <C>
Revenue                                          $  2,972,254     $    605,798       $     31,211       $  3,609,263
Income before provision for income
taxes                                                  74,896           78,319               (444)            152,771
Total assets                                       11,900,978        2,157,003            189,630         14,247,611



                                      -9-
<PAGE>

<CAPTION>

                                      2001
                                      ----

                                                      PERS              TAS              Other          Consolidated
                                                      ----              ---              -----          ------------
<S>                                              <C>              <C>                <C>                <C>
Revenue                                          $  2,792,344     $    500,537       $     18,629       $  3,311,510
Income (loss) before provision for
income taxes                                         (139,898)          25,585            (19,524)          (133,837)
Total assets                                       12,769,457        1,754,020            190,199         14,713,676

</TABLE>

7.   Contingencies:

Although the Company is a party to certain routine litigation  incidental to its
business,  the Company  believes that,  except as set forth below,  there are no
material pending legal proceedings to which it is a party or to which any of its
properties are subject.

On March 2, 2001  American  Medical  Alert  Corp.  was served with a Summons and
Complaint by a former employee seeking to recover damages for discrimination and
harassment in connection  with her  employment  and the  associated  termination
thereof.  The action is  pending  in the  Supreme  Court of Queens  County.  The
plaintiff  seeks to recover the sum of  $750,000  for  compensatory  damages and
$750,000  for  punitive  damages.  At this stage of the  proceedings,  it is not
possible to predict the outcome of this litigation, however, management believes
that the Company has meritorious defenses to the complaint.  At the present time
the  insurance  company  has  declined  coverage  although  efforts  to obtain a
reversal of the declination of coverage are ongoing.

8.   Subsequent Events:

In April 2002, the Company  raised  approximately  $2,700,000  through a private
equity placement of the Company's common stock and warrants.  Several  investors
purchased  an  aggregate  of 910,000  shares of the  Company's  common stock and
warrants  to  purchase  227,500  shares  of  the  Company's  common  stock.  The
securities  associated with this offering have not been registered.  The Company
has  agreed to  register  for  resale  the  common  stock and the  common  stock
underlying  the  warrants  sold  in  the  private  placement  within  a  certain
timeframe.  The Company will be required to pay a fee to the investors  equal to
2% of the amount raised for each month the securities  are not registered  after
the  timeframe.  The Company plans to utilize a majority of the proceeds of this
offering to further execute its business expansion and diversification  strategy
into the remote  patient  monitoring  and  medical  contact  center  industries,
including its recently announced initiative with Health Hero Network, Inc.


                                      -10-
<PAGE>

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
         OF OPERATIONS.
         -----------------------------------------------------------------------


FORWARD LOOKING STATEMENTS

Statements   contained  in  this   Quarterly   Report  on  Form  10-QSB  include
"forward-looking statements" within the meaning of Section 27A of the Securities
Act and Section 21E of the  Exchange  Act.  Forward-looking  statements  involve
known and unknown risks,  uncertainties  and other factors which could cause our
actual results,  performance and  achievements,  whether expressed or implied by
such   forward-looking   statements,   not  to  occur  or  be   realized.   Such
forward-looking statements generally are based upon our best estimates of future
results, performance or achievement,  based upon current conditions and the most
recent results of operations,  including  assumption of the  continuation of the
degree and timing of customer utilization and rate of renewals of contracts with
the Company at historic levels.  Forward-looking statements may be identified by
the  use  of  forward-looking  terminology  such  as  "may,"  "will,"  "expect,"
"believe," "estimate,"  "anticipate," "continue" or similar terms, variations of
those terms or the negative of those terms.

Readers should carefully review the risk factors described in other documents we
have  filed  from  time to time with the  Securities  and  Exchange  Commission,
including  our Annual  Report on Form 10-KSB for the fiscal year ended  December
31,  2001,  for a  discussion  of certain of the factors  that may cause  actual
results to differ from forward-looking statements. We undertake no obligation to
publicly update or revise any forward-looking statements, whether as a result of
new information, future events or otherwise.

LIQUIDITY AND CAPITAL RESOURCES
-------------------------------

The Company has an amended $1,700,000 Revolving Credit Facility (the "Facility")
with a bank  expiring  May  31,  2002  (based  upon  75%  of  eligible  accounts
receivable and 50% of inventory, as defined in the agreement with respect to the
Facility). Borrowings under the Facility bear interest at the lower of the prime
rate or the  LIBOR  Rate  plus  2.50% and are  collateralized  by the  Company's
assets. There was $1,100,000 outstanding under the Facility as of March 31, 2002
and December 31, 2001. The agreement  with respect to the Facility  provides for
negative  and  affirmative  covenants  including  those  related to tangible net
worth, working capital and other borrowings.  At March 31, 2002, the Company was
in compliance with its loan covenants.

The following table is a summary of contractual obligations recorded as of March
31, 2002:
<TABLE>
<CAPTION>

                                                                Payments Due by Period
                                                                ----------------------
Contractual  Obligations         Total         Less than 1 year     1-3 years        4-5 years     After 5 years
------------------------         -----         ----------------     ---------        ---------     -------------
<S>                           <C>               <C>               <C>               <C>               <C>
Line of Credit - Bank         $1,100,000        $1,100,000
Debt                          $  748,045        $  247,079        $  334,716        $   70,000        $   96,250
Capital Leases                $  343,133        $  220,046        $  123,087
Operating Leases              $1,407,601        $  282,556        $  757,953        $  367,092
Total Contractual Cash
Obligations                   $3,598,779        $1,849,681        $1,215,756        $  437,092        $   96,250

</TABLE>

In March 2002, the Company  completed  negotiations with another bank, for which
it received a commitment  letter,  subject to certain  conditions,  for a credit
facility of $3,000,000, which includes a term loan of $1,500,000 and a revolving
credit line that permits maximum  borrowings


                                      -11-
<PAGE>

up to $1,500,000  (based on eligible  receivables as defined).  Borrowings under
the term loan will bear  interest  at LIBOR plus 3.5% and the  revolving  credit
line will bear  interest at LIBOR plus 3.0%.  The term loan will be payable over
five years while the credit  facility  will be available  for three  years.  The
Company  intends  to use the  proceeds  from  this bank  financing  to repay the
existing bank debt and fund capital  expenditures and working capital needs. The
Company  expects to complete the  definitive  agreement  with respect to the new
loan agreement prior to May 31, 2002, the expiration date of the Facility.

The Company's  working  capital on March 31, 2002 was  $1,874,686 as compared to
$1,757,078 on December 31, 2001. The Company  believes that its present cash and
working capital position combined with its borrowing  availability under its new
credit facility and future  anticipated cash flow generated from operations will
be sufficient  to meet its cash and working  capital needs for at least the next
12 months.  During  2002,  the  Company  anticipates  that it will make  capital
investments of approximately $1,000,000, exclusive of Health Hero Network, Inc.,
for the enhancement of its management  information  systems,  and the production
and purchase of additional systems which the Company intends to rent.

On January 14, 2002, the Company  entered into an operating  lease agreement for
space  in Long  Island  City,  New York in an  effort  to  consolidate  its HCI,
Flushing  and  Oceanside  ERC and  Customer  Service  facilities.  The  Company,
believes  that  centralization  of the ERC,  Customer  Service and H-Link OnCall
operations  would provide  additional  efficiencies and facilitate the continued
projected growth of the H-Link and Disease Management Monitoring divisions.  The
term of the  lease is  fifteen  (15)  years  from  the  commencement  date.  The
commencement  date is the last of the following to occur:  (a) the date on which
landlord  gives  notice to tenant that the work to be  performed by landlord has
been  substantially  completed;  (b) the date  landlord  shall  have  obtained a
temporary certificate of occupancy for the building which authorizes and permits
the occupancy by tenant; and (c) the date on which the certain interior work has
been completed. The lease calls for minimum annual rentals of $269,500,  subject
to a 3% annual increase plus reimbursement for real estate taxes. As a result of
this  transaction,  the Company and the building  are  eligible for  significant
Relocation and Employment  Assistance Program (REAP) and other tax incentive and
cost savings  benefits from the City of New York. The Company  expects to occupy
the premises  during the fourth quarter of 2002.  Simultaneously  with the move,
the Company  plans to sublet 3255 Lawson  Boulevard  in  Oceanside  and sell the
condominium currently occupied by HCI Acquisition Corp.

On  November  1,  2001,  the  Company  entered  into  a  Cooperative  Licensing,
Development,  Services and Marketing  Agreement  with Health Hero Network,  Inc.
(the  "Agreement")  pursuant  to  which  the  Company  is  developing,  with the
assistance of Health Hero Network,  Inc., a new integrated  appliance  combining
the features of the  Company's  PERS product  with Health Hero  Network's  (HHN)
technology.  Pursuant  to the  Agreement,  the  Company  will  be the  exclusive
manufacturer and distributor (based on achievement of certain sales milestones),
in the United  States,  of an enhanced  PERS system that  combines the Company's
traditional safety monitoring features with Health Hero Network, Inc.'s internet
based  disease  management  monitoring  technology.  The Agreement has a minimum
five-year term, and also provides for the payment by the Company of certain fees
based  on the  service  revenue  derived  from the  enhanced  PERS  product.  In
addition,  the Company's  exclusivity is subject to achievement of certain sales
milestones during the term of the Agreement.  The Company  anticipates the costs
associated


                                      -12-
<PAGE>

with the licensing,  research and development and marketing with respect to this
Agreement to approximate  $2,000,000 over the next 12-18 months. The cost of the
licensing component will aggregate  $1,000,000,  of which $300,000 has been paid
as of May 8,  2002. Related professional fees of approximately $95,000 have been
capitalized through March 31, 2002.

In April 2002, the Company raised  approximately  $2,700,000 in a private equity
placement  of  the  Company's  common  stock  and  warrants.  Several  investors
purchased  an  aggregate  of 910,000  shares of the  Company's  common stock and
warrants  to  purchase  227,500  shares  of  the  Company's  common  stock.  The
securities  associated with this offering have not been registered.  The Company
has  agreed to  register  for  resale  the  common  stock and the  common  stock
underlying  the  warrants  sold  in  the  private  placement  within  a  certain
timeframe.  The Company will be required to pay a fee to the investors  equal to
2% of the amount raised for each month the securities  are not registered  after
the  timeframe.  The Company plans to utilize a majority of the proceeds of this
offering to further execute its business expansion and diversification  strategy
into the remote  patient  monitoring  and  medical  contact  center  industries,
including its recently announced initiative with HHN.

In the  normal  course  of  business,  as of March 31,  2002,  the  Company  has
committed to purchase Model 800 Personal Emergency Response systems in 2002. The
cost to purchase these units will be $321,700.  As of March 31, 2002 the Company
prepaid $175,000 towards this purchase. The remaining amount outstanding will be
paid within the 2002 fiscal year.

Since 1983,  the Company has  provided  PERS  services to the City of New York's
Human Resources  Administration Home Care Service Program ("HCSP").  The Company
provides  services to the City of New York under extensions and contracts issued
periodically. The current contract, which runs through June 2002, reflects terms
and conditions present in the original contract. The Company believes,  based on
discussions with HCSP  representatives,  that an extension  through June 2003 is
forthcoming  under the same terms and  conditions  as in the original  contract.
During the three months March 31, 2002 and 2001,  the Company had revenues  from
this contract representing 25% and 28%, respectively, of its total revenue.

During any contract  renewal  process,  there can be no assurance  that the same
level of  revenues  will be  sustained  due to a variety of  factors,  including
pricing,  number of  subscribers  to be  serviced,  and the  amount of time that
passes before the renewal agreement is acted upon by HCSP. While the Company has
reduced  its  dependence  on revenue  from  HCSP,  a  significant  amount of the
Company's  revenue  could be  lost,  albeit  over a  protracted  period,  if the
contract with HCSP is not maintained or is maintained at a  significantly  lower
level of revenue. This could have a material adverse effect on operating results
and cash flows.  In addition,  it is possible that  significant  adjustments  to
inventory  of  medical  devices  held  for  lease  and  leased  medical  devices
associated  with the contract would occur.  The extent and  significance  of the
adjustments  will be dependent upon the length of the  transition  period to the
new provider  subject to management's  ability to place these devices with other
providers.

The  Company's  management  has  developed  and  implemented  a business plan to
minimize  its  reliance on HCSP.  This  involves  the  reduction in HCSP related
overhead and  redeployment of assets to other  programs,  in the event that HCSP
contract were not to continue for any reason.  In addition,  the Company focuses
on, and will continue to build its subscriber base through


                                      -13-
<PAGE>

consumers,  healthcare  agencies,  health  maintenance  organizations,   durable
medical  equipment  providers,  retirement  communities,   hospitals  and  other
governmental  agencies. In addition,  the Company is continuing to invest in new
products, services, and initiatives.

RESULTS OF OPERATIONS
---------------------

The Company's  gross  revenue,  which  consists  primarily of monthly  recurring
revenues  ("MRR"),  increased  by $297,753  for the three months ended March 31,
2002 as compared to the same period in 2001,  an increase of 9%. The Company has
experienced  continued success in growing its customer base outside the contract
with the City of New York  through  a variety  of  marketing  efforts  that have
continued to contribute to increasing MRR. These efforts include  expansion into
new regions,  competitive  conversions,  strategic  partnerships with healthcare
provider systems, and additional entry into Medicaid reimbursed marketplaces. In
addition, the Company experienced a 21% growth in its OnCall telephone answering
service as compared to the same period last year.

Costs related to services  decreased by $82,691 for the three months ended March
31, 2002 as compared to the same period in 2001. Costs related to services, as a
percentage  of service  revenues,  for the three months ended March 31, 2002 and
2001 were 46% and 53%, respectively.  The Company incurred less costs related to
the  repairing and upgrading of units as compared to the same period in 2001. In
addition,  depreciation for the three months ended March 31, 2002 was consistent
with the  amount  compared  to the same  period in 2001 while  service  revenues
increased.  Therefore, this resulted in a reduced percentage of costs related to
services, as a percentage of service revenues.

Selling, general and administrative expenses increased by $126,033 for the three
months ended March 31, 2002 as compared to the same period in 2001,  an increase
of 8%. Selling,  general, and administrative  expenses, as a percentage of total
revenue,  for the three  months  ended March 31, 2002 and 2001 were 49% and 50%,
respectively.  The increase in selling,  general and administrative  expenses is
primarily due to increased commissions, directly related to increased sales, and
the  hiring  of  independent  consultants  to  assist in  advisory  matters.  An
additional increase is due to the Company hiring personnel specifically relating
to the Health Hero Network, Inc. endeavor.

Interest expense  decreased by $30,198 for the three months ended March 31, 2002
as  compared  to the same  period in 2001.  Interest  expense  decreased  due to
reduction of borrowings during 2001 as well as a decrease in interest rates.

The  Company's  income  before  provision  for income taxes for the three months
ended March 31, 2002 was $152,771 as compared to a loss of $133,837 for the same
period in 2001.  The  increase  of  $286,608  resulted  from an  increase in the
Company's  revenues  from  services and a decrease of costs related to services,
offset by an increase in selling, general and administrative costs.


                                      -14-
<PAGE>


                           PART II - OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS.
         ------------------

Although the Company is a party to certain routine litigation  incidental to its
business,  the Company  believes that,  except as set forth below,  there are no
material pending legal proceedings to which it is a party or to which any of its
properties are subject.

On March 2, 2001  American  Medical  Alert  Corp.  was served with a Summons and
Complaint by a former employee seeking to recover damages for discrimination and
harassment in connection  with her  employment  and the  associated  termination
thereof.  The action is  pending  in the  Supreme  Court of Queens  County.  The
plaintiff  seeks to recover the sum of  $750,000  for  compensatory  damages and
$750,000  for  punitive  damages.  At this stage of the  proceedings,  it is not
possible to predict the outcome of this litigation, however, management believes
that the Company has meritorious defenses to the complaint.  At the present time
the  insurance  company  has  declined  coverage  although  efforts  to obtain a
reversal of the declination of coverage are ongoing.

ITEM 2.  CHANGES IN SECURITIES AND USE OF PROCEEDS
         -----------------------------------------

(a)  Recent Sales of Unregistered Securities.

On April 19,  2002,  the Company  sold  910,000  shares of its common  stock and
warrants to purchase  227,500  shares of its common stock to several  accredited
investors in a private placement,  for a total cash consideration of $2,730,000.
The warrants are exercisable for a five year term expiring April 19, 2007, at an
exercise price of $3.80 per share.

In  connection  with the April 19, 2002  private  placement,  the Company paid a
placement agent,  Jessup & Lamont  Securities Corp., a cash fee equal to 7.5% of
the gross proceeds,  and issued this placement agent warrants to purchase common
stock,  for a five year term expiring April 19, 2007. The warrants issued to the
placement agent are to purchase 91,000 shares of common stock at $3.83 per share
and 22,750 shares of common stock at $4.17 per share, respectively.

The  sale  and  issuance  of  the  shares  and  the  warrants  was  exempt  from
registration pursuant to Section 4(2) of the Securities Act of 1933, as amended,
and Rule 506 promulgated thereunder.

ITEM 6.  EXHIBIT AND REPORTS ON FORM 8-K.
         --------------------------------

(a)  Exhibits:


         None.

(b)  Reports on Form 8-K:


On January 18, 2002, the Company filed a Current Report on Form 8-K relating to
Item 5, Other Events, reporting the issuance of a press release relating to the
signing of a long-term lease for a new communication facility.

On April 23, 2002, the Company filed a Current Report on Form 8-K relating to
Item 5, Other Events, reporting the issuance of a press release announcing the
completion of a private equity placement.


                                      -15-
<PAGE>


                                   SIGNATURES

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

                                       AMERICAN MEDICAL ALERT CORP.

Dated:  May 15, 2002                   By: /s/  Howard M. Siegel
                                           -----------------------------
                                           Name: Howard M. Siegel
                                           Title:  Chairman of the Board,
                                                   President and CEO


Dated:  May 15, 2002                   By: /s/ Richard Rallo
                                           -----------------------------
                                           Name:  Richard Rallo
                                           Title: Controller and Principal
                                                  Accounting Officer


                                      -16-