UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WashinGton, D.C. 20549


                                   FORM 10-QSB

                   QUARTERLY REPORT UNDER SECTION 13 OR 15 (d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934


For Quarter Ended June 30, 2004


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:  7,983,681 shares of $.01 par
value common stock as of August 10, 2004.


<PAGE>

                  AMERICAN MEDICAL ALERT CORP. AND SUBSIDIARIES



                              INDEX                                         PAGE

Part I   Financial Information

             Report of Independent Registered Public Accounting Firm           1

             Condensed Consolidated Balance Sheets for June 30, 2004
             and December 31, 2003                                             2

             Condensed Consolidated Statements of Income for the               4
             Six Months Ended June 30, 2004 and 2003

             Condensed Consolidated Statements of Income for the
             Three Months Ended June 30, 2004 and 2003                         5

             Condensed Consolidated Statements of Cash Flows for
             the Six Months Ended June 30, 2004 and 2003                       6

             Notes to Condensed Consolidated Financial Statements              8

             Management's Discussion and Analysis of
             Financial Condition and Results of Operations                    13

             Controls and Procedures                                          23

Part II  Other Information                                                    23



<PAGE>

Report of Independent Registered Public Accounting Firm

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 June 30,  2004 and the  related  condensed
consolidated  statements of income for the  three-month  and  six-month  periods
ended June 30, 2004 and 2003, and cash flows for the  six-months  ended June 30,
2004 and 2003. These interim financial  statements are the responsibility of the
company's management.

We conducted our review in accordance  with the standards of the Public  Company
Accounting  Oversight  Board  (United  States).  A review of  interim  financial
information  consists  principally of applying analytical  procedures and making
inquiries of persons  responsible  for financial and accounting  matters.  It is
substantially  less in scope  than an audit  conducted  in  accordance  with the
standards of the Public Company  Accounting  Oversight  Board,  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 review, we are not aware of any material  modifications that should
be made to the condensed  consolidated  interim 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 the  standards of the Public
Company  Accounting  Oversight Board (United States),  the consolidated  balance
sheet of American  Medical Alert Corp. and Subsidiaries as of December 31, 2003,
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 10,  2004,  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, 2003 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
Garden City, New York
August 10, 2004



                                      -1-
<PAGE>
                         PART I - FINANCIAL INFORMATION

Item 1.  Financial Statements.
<TABLE>

                                        AMERICAN MEDICAL ALERT CORP. AND SUBSIDIARIES
                                            CONDENSED CONSOLIDATED BALANCE SHEETS

                                                    ASSETS
                                                                                   June 30, 2004
                                                                                    (Unaudited)              Dec. 31, 2003
                                                                               ---------------------    --------------------
<S>                                                                               <C>                     <C>
CURRENT ASSETS
     Cash                                                                         $    2,325,447          $     2,192,113
     Accounts receivable
     (net of allowance for doubtful accounts of $637,500 and $643,000)                 3,955,394                3,295,752
     Notes and other receivables                                                          22,635                   22,077
     Inventory                                                                           425,231                  451,924
     Prepaid and refundable taxes                                                              -                  155,093
     Prepaid expenses and other current assets                                           645,005                  471,497
     Deferred income taxes                                                               328,000                  321,000
                                                                                  --------------          ---------------
     Total Current Assets                                                              7,701,712                6,909,456
                                                                                  --------------          ---------------
FIXED ASSETS
     (Net of accumulated depreciation and amortization)                                7,113,309                6,739,165
                                                                                  --------------          ---------------
OTHER ASSETS
     Long-term portion of notes receivable                                               109,855                  121,314
     Intangible assets
          (net of accumulated amortization of $1,416,987 and $1,056,196)               1,823,375                1,834,166
     Goodwill (net of accumulated amortization of $58,868)                             2,563,864                2,086,815
     Other assets                                                                        144,757                  148,664
     Deferred income taxes                                                               114,000                   97,000
                                                                                  --------------          ---------------
                                                                                       4,755,851                4,287,959
                                                                                  --------------          ---------------
TOTAL ASSETS                                                                      $   19,570,872          $    17,936,580
                                                                                  ==============          ===============
LIABILITIES AND SHAREHOLDERS' EQUITY

CURRENT LIABILITIES:
     Current portion of notes payable                                             $      331,438          $       323,314
     Accounts payable                                                                    871,511                  618,337
     Accrued expenses and taxes payable                                                1,236,448                1,012,214
     Current portion of capital lease obligations                                         91,762                   89,656
     Deferred revenue                                                                     35,878                  106,409
                                                                                  --------------          ---------------
     Total Current Liabilities                                                         2,567,037                2,149,930

DEFERRED INCOME TAX LIABILITY                                                            913,000                  882,000
LONG-TERM PORTION OF NOTES PAYABLE                                                       658,322                  769,525
LONG-TERM PORTION OF CAPITAL LEASE OBLIGATIONS                                            72,930                  119,814
LONG-TERM PORTION OF PUT WARRANT OBLIGATION                                              240,000                  200,000
ACCRUED RENTAL OBLIGATION                                                                143,289                  108,024
OTHER LIABILITIES                                                                         76,884                        -
                                                                                  --------------          ---------------
     TOTAL LIABILITIES                                                                 4,671,462                4,229,293
                                                                                  --------------          ---------------

                                      -2-
<PAGE>


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 7,799,019 and 7,734,486 shares in 2004 and 2003, respectively         79,990                   77,345
     Additional paid-in capital                                                       10,383,020                9,573,863
     Retained earnings                                                                 4,542,432                4,162,111
                                                                                  --------------          ---------------
                                                                                      15,005,442               13,813,319
     Less treasury stock, at cost (43,910 shares)                                       (106,032)                (106,032)
                                                                                  --------------          ---------------
     Total Shareholders' Equity                                                       14,899,410               13,707,287
                                                                                  --------------          ---------------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY                                        $   19,570,872          $    17,936,580
                                                                                  ==============          ===============
</TABLE>

See accompanying notes to condensed financial statements.


                                      -3-
<PAGE>


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

<TABLE>
<CAPTION>

                                                                                    Six Months Ended June 30,
                                                                                2004                       2003
                                                                            -----------                -----------
<S>                                                                         <C>                        <C>
Revenues:
     Services                                                               $ 9,182,317                $ 7,663,131
     Product sales                                                              142,612                    191,721
                                                                            -----------                -----------
                                                                              9,324,929                  7,854,852
Costs and Expenses (Income):
     Costs related to services                                                4,230,125                  3,694,507
     Costs of products sold                                                      78,217                     99,035
     Selling, general and administrative expenses                             4,384,339                  3,832,434
     Interest expense                                                            31,251                     38,823
     Other income                                                              (154,325)                  (209,849)
                                                                            -----------                -----------

Income before Provision for Income Taxes                                        755,322                    399,901

Provision for Income Taxes                                                      375,000                    185,000
                                                                            -----------                -----------

NET INCOME                                                                  $   380,322                $   214,901
                                                                            ===========                ===========

Net income per share:
     Basic                                                                  $       .05                $       .03
                                                                            -----------                -----------
     Diluted                                                                $       .05                $       .03
                                                                            -----------                -----------

Weighted average number of common shares outstanding (Note 3)
     Basic                                                                    7,799,121                  7,430,601
                                                                            ===========                ===========
     Diluted                                                                  8,356,818                  7,547,894
                                                                            ===========                ===========
</TABLE>


See accompanying notes to condensed financial statements.




                                                             -4-
<PAGE>

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

<TABLE>
<CAPTION>

                                                                                   Three Months Ended June 30,
                                                                                2004                       2003
                                                                            -----------                -----------
<S>                                                                         <C>                        <C>
Revenues:
     Services                                                               $ 4,695,570                $ 3,883,302
     Product sales                                                               75,881                     70,063
                                                                            -----------                -----------
                                                                              4,771,451                  3,953,365
Costs and Expenses (Income):
     Costs related to services                                                2,170,487                  1,860,143
     Costs of products sold                                                      42,027                     30,290
     Selling, general and administrative expenses                             2,223,151                  1,864,297
     Interest expense                                                            15,334                     17,521
     Other income                                                               (80,068)                  (115,345)
                                                                            -----------                -----------

Income before Provision for Income Taxes                                        400,520                    296,458

Provision for Income Taxes                                                      200,000                    127,000
                                                                            -----------                -----------

NET INCOME                                                                  $   200,520                $   169,458
                                                                            ===========                ===========

Net income per share:
     Basic                                                                  $       .03                $       .02
                                                                            -----------                -----------
     Diluted                                                                $       .02                $       .02
                                                                            -----------                -----------

Weighted average number of common shares outstanding (Note 3)
     Basic                                                                    7,880,438                  7,434,462
                                                                            ===========                ===========
     Diluted                                                                  8,517,524                  7,570,458
                                                                            ===========                ===========
</TABLE>


See accompanying notes to condensed financial statements.



                                                        -5-
<PAGE>

<TABLE>
                                      AMERICAN MEDICAL ALERT CORP. AND SUBSIDIARIES

                                     CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                                       (Unaudited)


<CAPTION>

                                                                                        Six Months Ended June 30,
                                                                                    2004                       2003
                                                                                -----------                -----------
<S>                                                                             <C>                        <C>
Cash Flows From Operating Activities:

     Net income                                                                 $   380,322                $   214,901

     Adjustments  to  reconcile  net income to net cash  provided
       by  operating activities:
     Provision for deferred income taxes                                              7,000                     20,000
     Depreciation and amortization                                                1,459,638                  1,096,017
     Valuation of put warrant                                                        40,000                    111,333
     Decrease (increase) in:
       Accounts receivables                                                        (639,881)                   101,163
       Inventory                                                                     26,693                     10,118
       Prepaid and refundable taxes                                                 155,093                     56,340
       Prepaid expenses and other current assets                                   (173,508)                    45,532
       Other assets                                                                  (3,868)                     6,745
     Increase (decrease) in:
       Accounts payable, accrued expenses and other                                 643,831                   (286,282)
       Deferred revenue                                                             (70,531)                   (99,086)
                                                                                -----------                -----------

Net Cash Provided by Operating Activities                                         1,824,789                  1,276,781
                                                                                -----------                -----------

Cash Flows From Investing Activities:
     Expenditures for fixed assets                                               (1,440,216)                  (771,110)
     Purchase of LMA                                                                      -                 (1,686,720)
     Purchase of alphaCONNECT, Inc.                                                (767,956)                         -
     Investments in marketable securities                                                 -                  2,057,925
     Deposit on medical devices                                                           -                     25,620
     Repayment of notes receivable                                                   10,901                     46,578
     Increase in goodwill                                                          (103,855)                   (75,034)
     Payment for account acquisitions and
      licensing agreement                                                           (54,274)                   (41,917)
                                                                                -----------                -----------

Net Cash (Used In) Investing Activities                                          (2,355,400)                  (444,658)
                                                                                -----------                -----------

Cash Flows From Financing Activities:
     Principal payments under capital lease obligation                              (44,778)                  (113,663)
     Proceeds from notes payable                                                     62,065                     16,049
     Repayment of notes payable                                                    (165,144)                  (160,286)
     Proceeds upon exercise of stock options                                        811,802                     21,224
                                                                                -----------                -----------

Net Cash Provided by (Used in) Financing Activities                                 663,945                   (236,676)
                                                                                -----------                -----------
</TABLE>


See accompanying notes to condensed financial statements.



                                                        -6-
<PAGE>
<TABLE>

                               AMERICAN MEDICAL ALERT CORP. AND SUBSIDIARIES

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


<CAPTION>

                                                                             Six Months Ended June 30,
                                                                          2004                     2003
                                                                      ----------               ----------
<S>                                                                   <C>                      <C>
         Net Increase in Cash                                         $  133,334               $  595,447

         Cash, Beginning of Period                                     2,192,113                  863,417
                                                                      ----------               ----------

         Cash, End of Period                                          $2,325,447               $1,458,864
                                                                      ==========               ==========

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:

CASH PAID DURING THE PERIOD FOR INTEREST                              $   27,501               $   40,917
                                                                      ==========               ==========

CASH PAID DURING THE PERIOD FOR INCOME TAXES                          $   83,163               $   28,640
                                                                      ==========               ==========

SUPPLEMENTAL SCHEDULE OF NONCASH INVESTING
 AND FINANCING ACTIVITY:

  Fixed assets recorded under capital lease obligations                  $     -               $   75,000

</TABLE>

See Note 5 for assets and  liabilities  acquired in connection
with the purchases of LMA and alphaCONNECT, Inc.

See accompanying notes to condensed financial statements.




                                       -7-
<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, 2003 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 June 30, 2004
and the results of  operations  for the six and three months ended June 30, 2004
and 2003, and cash flows for the six months ended June 30, 2004 and 2003.

The accounting  policies used in preparing  these  financial  statements are the
same as those described in the December 31, 2003 financial statements.

The results of  operations  for the six and three months ended June 30, 2004 are
not  necessarily  indicative of the results to be expected for any other interim
period or for the full year.

Certain  amounts  in the six and three  months  ended  June 30,  2003  financial
statements have been reclassified to conform to the 2004 presentation.

3.   Accounting for Stock-Based Compensation:

The Company  has three  stock-based  employee  compensation  plans.  The Company
accounts for those plans under the recognition and measurement principles of APB
Opinion  No.  25,  "Accounting  for Stock  Issued  to  Employees,"  and  related
interpretations.  No stock-based employee  compensation cost is reflected in net
income,  as all options granted under those plans had an exercise price equal to
the  market  value of the  underlying  common  stock on the date of  grant.  The
following  table  illustrates the effect on net income and earnings per share if
the Company had applied the fair value recognition  provisions of FASB Statement
No. 123, "Accounting for Stock-Based Compensation," to stock-based compensation.









                                      -8-
<PAGE>
<TABLE>
<CAPTION>

                                       Six Months Ended June 30,                   Three Months Ended June 30,
                                       2004                  2003                  2004                  2003
                                       ----                  ----                  ----                  ----
<S>                                <C>                   <C>                   <C>                   <C>
Net income, as reported            $   380,322           $   214,901           $   200,520           $   169,458
Deduct: Total stock-based
employee compensation
expense determined under
fair value based method               (156,624)             (183,585)              (77,151)              (41,069)
                                   -----------           -----------           -----------           -----------
Pro forma net income               $   223,698           $    31,316           $   123,369           $   128,389

Earnings per share:
  Basic - as reported              $      0.05           $      0.03           $      0.03           $      0.02
  Basic - pro forma                $      0.03           $      0.00           $      0.02           $      0.02
  Diluted - as reported            $      0.05           $      0.03           $      0.02           $      0.02
  Diluted - pro forma              $      0.03           $      0.00           $      0.01           $      0.02
</TABLE>

The weighted  average  grant date fair value of options  granted  during the six
months  ended June 30,  2004 and 2003 was $86,049  and  $103,352,  respectively.
During the three  months  ended June 30, 2004 and 2003 the fair value of options
granted was $77,151 and $34,069, respectively.

The fair value of options at date of grant was estimated using the Black-Scholes
model with the following weighted average assumptions:
<TABLE>

                                   Six Months Ended June 30,     Three Months Ended June 30,
                                     2004            2003            2004           2003
                                     ----            ----            ----           ----
<S>                                     <C>             <C>             <C>             <C>
Expected life (years)                   2               2               2               2
Risk free interest rate              2.36%           2.02%           2.46%           2.02%
Expected volatility                 42.68%          38.83%          43.03%          38.83%
Expected dividend yield                 -               -               -               -
</TABLE>

4.   Earnings Per Share:

Earnings  per share data for the six and three  months  ended June 30,  2004 and
2003 is presented in conformity with SFAS No. 128, "Earnings Per Share".

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

<TABLE>
<CAPTION>
                                                             Income                  Shares                Per-Share
Six Months Ended June 30, 2004                             (Numerator)            (Denominator)             Amounts
------------------------------                           -------------            -------------        ------------
<S>                                                     <C>                     <C>                     <C>
Basic EPS - Income available to
  common stockholders                                   $ 380,322               7,799,121               $   .05
                                                                                                        =======
Effect of dilutive securities -
 Options and warrants                                           -                 557,697
                                                        ---------               ---------
Diluted EPS - Income available
to common stockholders and
assumed conversions                                     $ 380,322               8,356,818               $   .05
                                                        =========               =========               =======


                                      -9-
<PAGE>

Three Months Ended June 30, 2004
--------------------------------

Basic EPS -Income available to
 common stockholders                                    $ 200,520               7,880,438               $   .03
                                                                                                        =======
Effect of dilutive securities -
 Options and warrants                                           -                 637,086
                                                        ---------               ---------
Diluted EPS - Income available to  common
stockholders and
 assumed conversions                                    $ 200,520               8,517,524               $   .02
                                                        =========               =========               =======

Six Months Ended June 30, 2003
------------------------------

Basic EPS - Income available to
 common stockholders                                    $ 214,901               7,430,601               $   .03
                                                                                                        =======
Effect of dilutive securities -
 Options and warrants                                           -                 117,293
                                                        ---------               ---------

Diluted EPS - Income available to common
stockholders and
 assumed conversions                                    $ 214,901               7,547,894               $   .03
                                                        =========               =========               =======

Three Months Ended June 30, 2003
--------------------------------

Basic EPS - Income available to
 common stockholders                                    $ 169,458               7,434,462               $   .02
                                                                                                        =======
Effect of dilutive securities -
 Options and warrants                                           -                 135,996
                                                        ---------               ---------

Diluted EPS - Income available to common
stockholders and
 assumed conversions                                    $ 169,458               7,570,458               $   .02
                                                        =========               =========               =======
</TABLE>

5.   Acquisitions:

On April 12,  2004,  the  Company  acquired  substantially  all of the assets of
alphaCONNECT,  Inc., a provider of telephone  after-hour  answering services and
stand-alone voice mail services.  The purchase price consisted of a cash payment
of $563,816.  Additionally, cash payments of $51,256 and $76,884 will be paid to
the Seller  after the first and  second  year  anniversary  from the date of the
executed  agreement,  respectively.  The Company also paid  professional fees of
$76,000.  A  potential  exists for the  payment  of  additional  purchase  price
consideration if certain  thresholds  concerning revenue are met by the acquired
business.  The results of operations of  alphaCONNECT,  Inc. are included in the
TAS segment as of the date of acquisition.



                                      -10-
<PAGE>

The following  table  summarizes  the fair values of the assets  acquired at the
date of  acquisition.  The Company  received a third party  valuation of certain
intangible assets in determining the allocation of the purchase price.

     Accounts receivable                                  $        19,762
     Fixed Assets                                                  25,000
     Non-compete agreement                                         25,000
     Customer List                                                325,000
     Goodwill                                                     373,194
                                                          ---------------

     Cost to acquire alphaCONNECT, Inc.                   $       767,956
                                                          ===============

On June 30, 2003, the Company acquired  substantially  all of the assets of Live
Message America,  Inc.  ("LMA"),  a provider of telephone  after-hour  answering
services and stand-alone voice mail services.  The purchase price consisted of a
cash payment of $1,607,818 plus professional fees of $78,902. A potential exists
for the payment of additional purchase price consideration based on a percentage
of gross  revenue of the  acquired  business  if certain  thresholds  concerning
revenue and earnings are met. The results of  operations  of LMA are included in
the TAS segment as of the date of acquisition.

The  following  table  summarizes  the fair  values of the assets  acquired  and
liabilities  assumed at the date of  acquisition.  The Company  received a third
party  valuation of certain  intangible  assets in determining the allocation of
the purchase price.

     Accounts receivable                                  $       137,537
     Fixed Assets                                                  75,000
     Non-compete agreement                                         50,000
     Customer List                                                550,000
     Goodwill                                                     892,570
     Customer deposits                                            (18,387)
                                                          ---------------

     Cost to acquire LMA                                  $     1,686,720
                                                          ===============

Unaudited  pro forma  results of  operations  for the six and three months ended
June 30, 2004 and 2003 as if alphaCONNECT, Inc. and LMA had been consolidated as
of the beginning of the earliest period presented follow.  The pro forma results
for the six and  three  months  ended  June  30,  2004 and  2003  which  include
estimates which management believes are reasonable are as follows:
<TABLE>
<CAPTION>

                                     Six Months Ended June 30,                   Three Months Ended June 30,
                                     -------------------------                  ----------------------------
                                   2004                   2003                  2004                    2003
                                   ----                   ----                  ----                    ----
<S>                           <C>                        <C>                <C>                        <C>
Revenue                       $   9,475,000              8,895,000          $   4,770,000              4,475,000
Net income                          410,000                302,000                200,000                212,000
Net income per share
     Basic                    $         .05          $         .04          $         .03          $         .03
                              =============          =============          =============          =============
     Diluted                  $         .05          $         .04          $         .02          $         .03
                              =============          =============          =============          =============
</TABLE>

The unaudited pro forma results of operations for the six and three months ended
June 30, 2004 and 2003 do not purport to represent what the Company's results of
operations  would actually have been had the  acquisition  been effected for the
period  presented,  or to predict the Company's  results of  operations  for any
future period.



                                      -11-
<PAGE>

6.   Major Customers:

Since  1983,  the Company  has  provided  Personal  Emergency  Response  Systems
("PERS") services to the City of New York's Human Resources  Administration Home
Care  Service  Program  ("HCSP").  During the six months ended June 30, 2004 and
2003,  the  Company's  revenues  from  this  contract  represented  15% and 19%,
respectively, of its total revenue.

In November 2002, in response to a Request For Proposal  ("RFP") issued by HCSP,
AMAC and several other companies submitted proposals to provide PERS services on
behalf of the City of New York for the period  April 1, 2004  through  March 31,
2007. The Company was chosen as the approved  vendor and is currently  reviewing
the draft contract which was submitted recently. The terms of the draft contract
under  discussion  calls for  approximately  a 20% reduction in monthly  revenue
relating to the HCSP, or  approximately  a 3% reduction in the  Company's  total
monthly revenue. The draft contract calls for reduced service requirements and a
reduced rate per  subscriber per month.  The Company would also realize  reduced
gross  margins  and net income if the draft  contract is executed in its current
form.  However,  the Company currently  continues to provide services and record
reimbursement  at the rates,  terms and  conditions  of the legacy  agreement as
final rates,  terms,  conditions and  commencement  date of this contract remain
subject to  negotiation.  Concurrently,  the Company  continues  to  implement a
variety of  operational  efficiencies,  as well as  continuing  to  enhance  and
diversify  its other  revenue  streams,  to offset the  impact,  if any, of this
occurrence.

As of June 30, 2004 and December  2003,  accounts  receivable  from the contract
represented 27% and 29%, respectively, of accounts receivable and leased medical
devices in service  under the contract  represented  approximately  19% and 22%,
respectively, of leased medical devices.

7.   Segment Reporting:

The Company has three  reportable  segments,  (i)  Personal  Emergency  Response
Systems ("PERS"),  (ii) Telephone After-Hours Answering Services ("TAS"),  which
is provided  through the Company's HCI subsidiary,  which acquired the assets of
Harriet Campbell Inc. on November 21, 2000,  acquired the assets of Live Message
America,  Inc. (LMA) on June 30, 2003, and acquired the assets of  alphaCONNECT,
Inc. on April 12, 2004, and (iii) Safe Com.

The table  below  provides  a  reconciliation  of segment  information  to total
consolidated  information  for the six and three  months ended June 30, 2004 and
2003:
<TABLE>

                                                             2004
                                                             ----

                                                     PERS                  TAS                Safe Com           Consolidated
                                                  -----------          -----------          -----------          ------------
<S>                                               <C>                  <C>                  <C>                  <C>
Six Months Ended June 30, 2004
------------------------------
Revenue                                           $ 6,611,987          $ 2,532,631          $   180,311          $ 9,324,929
Income before provision for income taxes              300,926              407,302               47,094              755,322
Total assets                                       12,743,018            6,275,193              552,661           19,570,872


                                                     PERS                  TAS                Safe Com           Consolidated
                                                  -----------          -----------          -----------          ------------
Three Months Ended June 30, 2004
--------------------------------
Revenue                                           $ 3,341,769          $ 1,340,995          $    88,687          $ 4,771,451
Income before provision for income taxes              175,758              204,388               20,374              400,520




                                      -12-
<PAGE>

                                                             2003
                                                             ----

                                                     PERS                  TAS                Safe Com           Consolidated
                                                  -----------          -----------          -----------          ------------
Six Months Ended June 30, 2003
------------------------------
Revenue                                           $ 6,228,777          $ 1,479,463          $   146,612          $ 7,854,852
Income (loss) before provision for income
taxes                                                 126,232              281,118               (7,449)             399,901
Total assets                                       12,329,900            4,176,344              311,980           16,818,224


                                                     PERS                  TAS                Safe Com           Consolidated
                                                  -----------          -----------          -----------          ------------
Three Months Ended June 30, 2003
--------------------------------
Revenue                                           $ 3,121,281          $   754,658          $    77,426          $ 3,953,365
Income (loss) before provision for income
taxes                                                 116,132              185,028               (4,702)             296,458
</TABLE>

8.   Commitments and Contingencies:

The Company is aware of various  threatened or pending litigation claims against
the Company  relating to its products  and services and other claims  arising in
the ordinary course of its business. The Company has given its insurance carrier
notice of such claims and it believes there is sufficient  insurance coverage to
cover any such claims.  In any event,  the Company  believes the  disposition of
these matters will not have a material adverse effect on the financial condition
of the Company.


Item 2.  Management's  Discussion and Analysis of Financial Condition and
         Results of Operations.
         -----------------------------------------------------------------------

The following  discussion and analysis  provides  information  which  management
believes is relevant to an assessment and understanding of the Company's results
of operations and financial  condition.  This  discussion and analysis should be
read in conjunction with the consolidated  financial statements contained in the
latest Annual Report on Form 10-KSB dated December 31, 2003.

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,  including,  in particular  and without
limitation,   statements  contained  herein  under  the  heading   "Management's
Discussion  and  Analysis of  Financial  Condition  and Results of  Operations."
Forward-looking  statements  involve known and unknown risks,  uncertainties and
other factors which could cause the Company's  actual  results,  performance and
achievements,  whether expressed or implied by such forward-looking  statements,
not to occur or be realized.  These include uncertainties relating to government
regulation,  technological  changes,  our expansion plans, our contract with the
City of New York and product  liability risks. Such  forward-looking  statements
generally  are based  upon the  Company's  best  estimates  of  future  results,
performance or  achievement,  based upon current  conditions and the most recent
results of operations.  Forward-looking  statements may be identified by the use
of  forward-looking  terminology  such as "may,"  "will,"  "expect,"  "believe,"
"estimate," "project,"  "anticipate," "continue" or similar terms, variations of
those terms or the negative of those terms.

You should carefully  consider such risks,  uncertainties and other information,
disclosures  and discussions  which contain  cautionary  statements  identifying
important  factors that could cause  actual  results to differ  materially  from
those  provided in the  forward-looking  statements.  Readers  should  carefully
review the risk  factors and any other  cautionary  statements  contained in the
Company's  Annual  Report on Form 10-KSB and other public  filings.  The Company
undertakes  no  obligation  to  publicly  update or revise  any  forward-looking
statements, whether as a result of new information, future events or otherwise.


                                      -13-
<PAGE>
Liquidity and Capital Resources
-------------------------------

In April 2002, the Company raised $2,521,939,  after expenses of $208,061,  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 at an
exercise price of $3.80 per share and  exercisable  until April 2007. As part of
this  transaction,  the Company  registered  for resale the common stock and the
common stock underlying the warrants sold in the private placement.  The Company
utilized a majority of the proceeds  from this  offering to further  execute its
business  expansion  and  diversification   strategy  into  the  remote  patient
monitoring and medical contact center industries,  including its initiative with
HHN.

In connection  with the private  placement,  the Company issued to the placement
agent two  warrants to purchase  91,000 and 22,750  shares of common stock at an
exercise  price of $3.83 per share and  $4.17  per  share,  respectively.  These
warrants have the same terms as the warrants issued with the common stock.

The Company has 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  of
$1,500,000  (based on eligible  receivables,  as defined).  Borrowings under the
term loan will bear interest at either (a) LIBOR plus 3.5% or (b) the prime rate
or the federal funds  effective rate plus .5%,  whichever is greater,  plus 1.0%
and the  revolving  credit line will bear interest at either (a) LIBOR plus 3.0%
or (b) the prime rate or the federal funds effective rate plus .5%, whichever is
greater, plus .5%. The Company has the option to choose between the two interest
rate options  under the term loan and  revolving  credit line.  The term loan is
payable in equal monthly principal payments of $25,000 over five years while the
revolving credit line is available for three years.  The outstanding  balance on
the term loan at June 30, 2004 was $900,000.  There were no amounts  outstanding
on the revolving credit line at June 30, 2004.

At June 30, 2004, the Company was in compliance  with its loan  covenants  under
the agreement dated May 20, 2002 and as amended on August 11, 2003.

The following table is a summary of contractual obligations as of June 30, 2004:
<TABLE>
<CAPTION>
----------------------------------- ----------------------------------------------------------------------------------
                                                                     Payments Due by Period
----------------------------------- ----------------------------------------------------------------------------------
Contractual  Obligations            Total            Less   than   1     1-3 years        4-5 years     After 5 years
                                                     year
----------------------------------- ---------------- ---------------- --------------- -------------- -----------------
<S>                                 <C>              <C>              <C>               <C>              <C>
Revolving Credit Line               $     - 0 -
----------------------------------- ---------------- ---------------- --------------- -------------- -----------------
Debt                                $     989,760    $   331,438      $     648,551     $     9,771
----------------------------------- ---------------- ---------------- --------------- -------------- -----------------
Capital Leases                      $     164,692    $    91,762      $      72,930
----------------------------------- ---------------- ---------------- --------------- -------------- -----------------
Operating Leases                    $   5,464,124    $   546,226      $   1,414,409     $   638,978      $ 2,864,511
----------------------------------- ---------------- ---------------- --------------- -------------- -----------------
Put Warrant Obligation              $     240,000    $      -         $     240,000
----------------------------------- ---------------- ---------------- --------------- -------------- -----------------
Total Contractual Obligations       $   6,858,576    $   969,426      $   2,375,890     $   648,749      $ 2,864,511
----------------------------------- ---------------- ---------------- --------------- -------------- -----------------
</TABLE>

The  Company's  working  capital on June 30, 2004 was  $5,134,675 as compared to
$4,759,526 on December 31, 2003. The Company  believes that its present cash and
working  capital  position  combined with its borrowing  availability  under its
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  2004,  the  Company   anticipates  it  will  make  capital
expenditures  of  approximately  $2,300,000 - $2,700,000  for the production and
purchase  of the PERS  Buddy  and  additional  PERS  systems  and the  continued
enhancement of its telephony and  management  information  systems.  For the six
months  ended  June 30,  2004,  approximately  $1,440,000  was spent on  capital
expenditures.


                                      -14-
<PAGE>

Other Factors:

On April 12,  2004,  the  Company  acquired  substantially  all of the assets of
alphaCONNECT,  Inc., a provider of telephone  after-hour  answering services and
stand-alone voice mail services.  The purchase price consisted of a cash payment
of $563,816.  Additionally, cash payments of $51,256 and $76,884 will be paid to
the Seller  after the first and  second  year  anniversary  from the date of the
executed  agreement,  respectively.  The Company also paid  professional fees of
$76,000.  A  potential  exists for the  payment  of  additional  purchase  price
consideration if certain  thresholds  concerning revenue are met by the acquired
business.  The results of operations of  alphaCONNECT,  Inc. are included in the
TAS segment as of the date of acquisition.

On June 30, 2003, the Company acquired  substantially  all of the assets of Live
Message America,  Inc.  ("LMA"),  a provider of telephone  after-hour  answering
services and stand-alone voice mail services.  The purchase price consisted of a
cash payment of $1,607,818 plus professional fees of $78,902. A potential exists
for the payment of additional purchase price consideration based on a percentage
of gross  revenue of the  acquired  business  if certain  thresholds  concerning
revenue and earnings are met.

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 and
Oceanside  ERC and  Customer  Service  facilities.  The  Company  believes  that
centralization  of the ERC,  Customer Service and H-Link OnCall  operations will
provide additional efficiencies and facilitate the continued projected growth of
the H-Link and Disease Management  Monitoring  divisions.  The fifteen (15) year
lease term  commenced in April 2003 when the property was first  occupied by the
Company. The lease calls for minimum annual rentals of $269,500, subject to a 3%
annual increase plus reimbursement for real estate taxes.

On  November  1,  2001,  the  Company  entered  into  a  Cooperative  Licensing,
Development,  Services and Marketing  Agreement  with HHN (the "HHN  Agreement")
pursuant to which the Company is  developing,  with the assistance of HHN, a new
integrated  appliance  combining the features of the Company's PERS product with
HHN's  technology.  Pursuant to the HHN Agreement,  the Company is the exclusive
manufacturer  and  distributor in the United States,  of an enhanced PERS system
that combines the Company's  traditional  safety monitoring  features with HHN's
internet based disease management monitoring technology.  The Company's right to
maintain such  exclusivity is based on achievement of certain sales  milestones.
The HHN  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.  The cost of the licensing  component of  $1,115,000,
including  $115,000 of  professional  fees, is being  amortized  over a 40-month
period which commenced in July 2003 upon the Company meeting certain  milestones
under  the  agreement  and  concludes  at the  end of the  initial  term  of the
Agreement.  As of June 30, 2004, $241,496 of the license fee is still due to HHN
and is included in accrued expenses.

Since  1983,  the Company  has  provided  Personal  Emergency  Response  Systems
("PERS") services to the City of New York's Human Resources  Administration Home
Care  Service  Program  ("HCSP").  During the six months ended June 30, 2004 and
2003,  the  Company's  revenues  from  this  contract  represented  15% and 19%,
respectively, of its total revenue.



                                      -15-
<PAGE>


In November 2002, in response to a Request For Proposal  ("RFP") issued by HCSP,
AMAC and several other companies submitted proposals to provide PERS services on
behalf of the City of New York for the period  April 1, 2004  through  March 31,
2007. The Company was chosen as the approved  vendor and is currently  reviewing
the draft contract which was submitted recently. The terms of the draft contract
under  discussion  calls for  approximately  a 20% reduction in monthly  revenue
relating to the HCSP, or  approximately  a 3% reduction in the  Company's  total
monthly revenue. The draft contract calls for reduced service requirements and a
reduced rate per  subscriber per month.  The Company would also realize  reduced
gross  margins  and net income if the draft  contract is executed in its current
form.  However,  the Company currently  continues to provide services and record
reimbursement  at the rates,  terms and  conditions  of the legacy  agreement as
final rates,  terms,  conditions and  commencement  date of this contract remain
subject to  negotiation.  Concurrently,  the Company  continues  to  implement a
variety of  operational  efficiencies,  as well as  continuing  to  enhance  and
diversify  its other  revenue  streams,  to offset the  impact,  f any,  of this
occurrence.  The Company has reduced its reliance on the HCSP  contract  from 47
percent of gross  revenue in 1998, to 15% in 2004.  The Company has  diversified
its revenue sources to four distinct  revenue streams and has taken  significant
steps in  reducing  overhead.  During the  fourth  quarter of 2003 and the first
quarter of 2004,  the Company  secured  certain other PERS contracts and further
streamlined operational processes.  The Company estimates that the new contracts
and cost  efficiencies  will  significantly  mitigate the impact, if any, of the
modification to the HCSP contract.

Results of Operations
---------------------

Three Months  Ended June 30, 2004  Compared to Three Months Ended June 30, 2003:
--------------------------------------------------------------------------------

The Company's gross revenue, which consists primarily of monthly rental revenues
("MRR"), increased $818,086 for the three months ended June 30, 2004 as compared
to the same period in 2003,  an increase  of 21%.  Revenue for the three  months
ended June 30, 2004 increased due to several factors. On June 30, 2003 and April
12,  2004,  the  Company  acquired  substantially  all of the  assets of LMA and
alphaCONNECT,   Inc.,  respectively,  both  of  which  are  telephone  answering
services. These acquired  businesses generated revenue of approximately $520,000
for the three months ended June 30, 2004. In November 2003, the Company  entered
into an agreement with a company whereby over 3,000 Personnel Emergency Response
Systems (PERS) have been placed  online,  generating  approximately  $155,000 of
revenue for the three months ended June 30, 2004. Additionally, revenue from its
existing OnCall telephone  answering  service business  increased  approximately
$75,000  primarily  due to the  execution  of  agreements  with  healthcare  and
hospital  organizations.  The  remaining  increase  is due to  variety  of other
smaller items including revenues generated from the rental and monitoring of the
Health Buddy and the security monitoring business.

Costs related to services  increased by $310,344 for the three months ended June
30,  2004 as compared  to the same  period in 2003,  an  increase of 17%.  Costs
related to services,  as a percentage of service revenues,  for the three months
ended June 30, 2004 and 2003 were 46% and 48%, respectively. The increase is due
to a variety of factors.  First,  with the  acquisition  of LMA in June 2003 and
alphaCONNECT, Inc. in April 2004, the Company incurred approximately $215,000 of


                                      -16-
<PAGE>


costs  related to services for the three  months  ended June 30,  2004.  Second,
during the latter part of 2003, the Company added Customer Service and Emergency
Response System personnel  primarily to handle the new PERS business obtained in
November  2003 and also  added  personnel  in its  telephone  answering  service
division to continue to handle the current and future  growth of that  business.
This  accounted for  approximately  a $105,000  increase as compared to the same
period last year.

Selling, general and administrative expenses increased by $358,854 for the three
months  ended June 30, 2004 as compared to the same period in 2003,  an increase
of 19%. Selling,  general, and administrative expenses expressed as a percentage
of total  revenues  for the three  months ended June 30, 2004 and 2003 were both
47%. The increase in selling,  general and administrative expenses for the three
months ended June 30, 2004 is primarily due to the following items:

     o   LMA/alphaCONNECT, Inc. Expenses

     The  acquisitions  of LMA and  alphaCONNECT,  Inc.  resulted in the Company
     incurring  approximately  $220,000  of  administrative  costs for the three
     months ended June 30, 2004.  These expenses  consists  primarily of payroll
     and related benefits of approximately  $100,000 and amortization expense of
     $50,000

     o   Amortization Expense

     Amortization  expense,  excluding  LMA  and  alphaCONNECT,  Inc.,  in  2004
     increased by approximately $85,000 for the three months ended June 30, 2004
     as a result of the Company commencing  amortization of its costs associated
     with its cooperative  licensing  agreement with HHN, as certain  milestones
     were met, in July 2003.

     o   Personnel and Related Benefits

     In executing  its  agreement  with a company  whereby over 3,000  Personnel
     Emergency  Response  Systems  (PERS) have been placed  online,  the Company
     opened an office on the West Coast and hired  personnel.  This,  along with
     other  general  increases in  compensation  levels,  increased  payroll and
     related benefits by approximately  $85,000,  as compared to the same period
     in 2003.  This  increase was  partially  offset by the reduction of certain
     managerial personnel aggregating approximately $20,000.

These increases in selling, general and administrative expenses were offset by a
reduction in the following expenses as follows:

     o   Put Warrant Expense

     In connection with the HCI acquisition,  the Company issued two warrants to
     purchase  133,333.33  and 105,000  shares,  respectively,  of the Company's
     common  stock.  Each warrant contained a "Put Option" giving the holder the
     option,  only  during a specific  period,  to require  the  Company,  under


                                      -17-
<PAGE>

     certain circumstances, to redeem the warrants at specified prices of $5 and
     $6 per share (the "Put  Price"),  respectively,  less the warrant  exercise
     price of $2 per share. In lieu of honoring the Put Option,  the Company has
     the right to request the  exercise of the warrant,  and in that case,  upon
     such exercise,  paying the holder only the difference between the Put Price
     and the market price of the common stock at the time of such  exercise.  In
     November  2003,  the holder  exercised  the Put Option on the first warrant
     (133,333.33  shares)  and the  Company  enforced  its right to request  the
     holder to  exercise  the  warrant  such that the  Company  only paid to the
     holder the  difference  between  the Put Price and the market  price of the
     common stock at the time of such exercise. Since inception, the Company has
     been  recording a liability  for the Put Option and  adjusting  it based on
     valuations that take into account,  among other things,  the current market
     value of the Company's  common  stock.  For the three months ended June 30,
     2004,  the Company  recorded an expense and an increase in the liability of
     $20,000 for the one  remaining  warrant while during the three months ended
     June 30, 2003, an expense of $54,000 was recorded for the two warrants then
     outstanding.

     o   Bad Debt Expense

     During the second quarter of 2004, the Company received  notification  from
     HCSP that it would be receiving greater reimbursements from the agency than
     had previously been anticipated. Accordingly, during the quarter ended June
     30,  2004,  the Company  reduced its bad debt  allowance  by  approximately
     $30,000.  During the quarter  ended June 30,  2003 the Company  recorded an
     expense of approximately $30,000.

     o   Commission Expense

     The decrease in this account is primarily due to the termination of certain
     PERS  contracts  in  late  2003  on  which  commissions  in the  amount  of
     approximately $30,000 per quarter were recorded.

Interest expense decreased by $2,187 for the three months ended June 30, 2004 as
compared to the same  period in 2003.  The  decrease  was  primarily  due to the
Company continuing to pay down its term loan as well as fully satisfying certain
of its previously executed capital leases. This decrease was partially offset by
additional  interest being  recorded  relating to the financing of an automobile
purchase.

Other  income for the three  months ended June 30, 2004 and 2003 was $80,068 and
$115,345, respectively. Other Income for each of the three months ended June 30,
2004 and 2003 includes a Relocation and Employment  Assistance  Program ("REAP")
credit in the amount of approximately $60,000. In connection with the relocation
of certain operations to Long Island City, New York, the Company became eligible
for the REAP credit  which is based upon the number of  employees  relocated  to
this designated REAP area. Other income for the three months ended June 30, 2003
also includes interest income of approximately  $15,000.  The remainder of other
income in each of the three  months  ended June 30,  2004 and 2003  consists  of
various nonrecurring miscellaneous items.



                                      -18-
<PAGE>

The  Company's  income  before  provision  for income taxes for the three months
ended June 30, 2004 was  $400,520 as compared to $296,458 for the same period in
2003.  The  increase  of  $104,062  for the three  months  ended  June 30,  2004
primarily  resulted from an increase in the Company's service revenues offset by
an increase in the Company's costs related to services and selling,  general and
administrative costs.

Six Months Ended June 30, 2004  Compared to Six Months Ended June 30, 2003:
------------------------------  -------------------------------------------
The Company's gross revenue, which consists primarily of monthly rental revenues
("MRR"),  increased  by  $1,470,077  for the six months  ended June 30,  2004 as
compared  to the same period in 2003,  an  increase of 19%.  Revenue for the six
months ended June 30, 2004  increased due to several  factors.  On June 30, 2003
and April 12, 2004 the Company acquired  substantially  all of the assets of LMA
and  alphaCONNECT,  Inc.,  respectively,  both of which are telephone  answering
services.  These acquired businesses generated revenue of approximately $900,000
for the six months ended June 30, 2004. In November  2003,  the Company  entered
into an agreement with a company whereby over 3,000 Personnel Emergency Response
Systems (PERS) have been placed  online,  generating  approximately  $275,000 of
revenue for the six months ended June 30, 2004.  Additionally,  revenue from its
existing OnCall telephone  answering  service business  increased  approximately
$150,000  primarily  due to the  execution of  agreements  with  healthcare  and
hospital  organizations.  The  remaining  increase  is due to  variety  of other
smaller items including revenues generated from the rental and monitoring of the
PERS Buddy and Health Buddy and the security monitoring business.

Costs  related to services  increased  by $535,618 for the six months ended June
30,  2004 as compared  to the same  period in 2003,  an  increase of 15%.  Costs
related to services,  as a percentage of service  revenues,  for each of the six
months ended June 30, 2004 and 2003 were 46% and 48%, respectively. The increase
is due to a variety of factors.  First, with the acquisition of LMA in June 2003
and  alphaCONNECT,  Inc.  in April  2004,  the  Company  incurred  approximately
$365,000 of costs  related to services  for the six months  ended June 30, 2004.
Second,  during the latter part of 2003, the Company added Customer  Service and
Emergency  Response System  personnel  primarily to handle the new PERS business
obtained in November 2003 and also added  personnel in its  telephone  answering
service  division to  continue  to handle the current and future  growth of that
business.  This accounted for  approximately an $185,000 increase as compared to
the same period last year. Third, depreciation for the six months ended June 30,
2004  increased  by  approximately  $100,000 as compared to the same period last
year. This increase in depreciation is primarily a result of the Company placing
in service  additional  PERS and PERS Buddy units and the Company  occupying its
new facility in April 2003, at which time depreciation  commenced on those costs
related to the build out of the new facility.  These increases of  approximately
$650,000  were  partially  offset by a  reduction  in repair and  upgrade  costs
associated with the medical  devices as well as a reduction in activation  costs
incurred with HHN.

Selling,  general and administrative  expenses increased by $551,905 for the six
months  ended June 30, 2004 as compared to the same period in 2003,  an increase
of 14%. Selling,  general, and administrative expenses, as a percentage of total


                                      -19-
<PAGE>

revenue,  for the six  months  ended  June 30,  2004 and 2003  were 47% and 49%,
respectively.  The increase in selling,  general and administrative expenses for
the six months ended June 30, 2004 is primarily due the following items:

     o   LMA/alphaCONNECT, Inc. Expenses

     The  acquisitions  of LMA and  alphaCONNECT,  Inc.  resulted in the Company
     incurring approximately $370,000 of administrative costs for the six months
     ended June 30,  2004.  These  expenses  consists  primarily  of payroll and
     related  benefits of  approximately  $150,000 and  amortization  expense of
     $80,000

     o   Amortization Expense

     Amortization  expense,  excluding  LMA  and  alphaCONNECT,  Inc.,  in  2004
     increased by approximately  $170,000 as a result of the Company  commencing
     amortization  of  its  costs  associated  with  its  cooperative  licensing
     agreement with HHN, as certain milestones were met, in July 2003.

     o   Personnel and Related Benefits

     In executing  its  agreement  with a company  whereby over 3,000  Personnel
     Emergency  Response  Systems  (PERS) have been placed  online,  the Company
     opened an office on the West  Coast and hired  personnel.  Additionally,  a
     commission was paid to an employee for obtaining this account.  This, along
     with other general increases in compensation levels,  increased payroll and
     related benefits by approximately  $125,000, as compared to the same period
     in 2003.

These increases in selling, general and administrative expenses were offset by a
reduction in the following expenses as follows:

     o   Commission Expense

     The decrease in this account is primarily due to the termination of certain
     PERS  contracts  in  late  2003  on  which  commissions  in the  amount  of
     approximately $30,000 per quarter, or $60,000 for the six month period were
     recorded.

     o   Put Warrant Expense

     In connection with the HCI acquisition,  the Company issued two warrants to
     purchase  133,333.33  and 105,000  shares,  respectively,  of the Company's
     common stock.  Each warrant  contained a "Put Option" giving the holder the
     option,  only  during a specific  period,  to require  the  Company,  under
     certain circumstances, to redeem the warrants at specified prices of $5 and
     $6 per share (the "Put  Price"),  respectively,  less the warrant  exercise
     price of $2 per share. In lieu of honoring the Put Option,  the Company has
     the right to request the  exercise of the  warrant, and in that case,  upon
     such exercise,  paying the holder only the difference between the Put Price
     and the market price of the common stock at the time of such  exercise.  In
     November  2003,  the holder  exercised  the Put Option on the first warrant
     (133,333.33 shares) and the Company enforced its right to request


                                      -20-
<PAGE>

     the holder to exercise  the warrant  such that the Company only paid to the
     holder the  difference  between  the Put Price and the market  price of the
     common stock at the time of such exercise. Since inception, the Company has
     been  recording a liability  for the Put Option and  adjusting  it based on
     valuations that take into account,  among other things,  the current market
     value of the  Company's  common  stock.  For the six months  ended June 30,
     2004,  the Company  recorded an expense and an increase in the liability of
     $40,000 for the one  remaining  warrant  while  during the six months ended
     June 30,  2003,  an expense of $111,000  was  recorded for the two warrants
     then outstanding.

Interest  expense  decreased by $7,572 for the six months ended June 30, 2004 as
compared  to the same  period in 2003,  a  decrease  of 20%.  The  decrease  was
primarily  due to the  Company  continuing  to pay down its term loan as well as
fully satisfying certain of its previously executed capital leases.

Other  income for the six months  ended June 30, 2004 and 2003 was  $154,325 and
$209,849,  respectively. Other Income for the six months ended June 30, 2004 and
2003 includes a Relocation and Employment  Assistance Program ("REAP") credit in
the approximate amounts of $120,000 and $60,000, respectively.  Other income for
the six months ended June 30, 2003 also includes  approximately $80,000 relating
to the  replacement  of  activators.  Early in 2002,  it was found that  certain
activators supplied by a vendor may be subject to battery failure, necessitating
the  replacement of all  potentially  affected  activators.  The vendor replaced
these  activators  and  reimbursed  the Company for costs incurred in connection
with this replacement program. As of March 31, 2003, the replacement program was
substantially completed and the vendor paid all costs incurred by the Company in
connection  with this  program.  Additionally,  other  income for the six months
ended June 2003 includes interest income of approximately $30,000. The remainder
of other income in each of the six months ended June 30, 2004 and 2003  consists
of various nonrecurring miscellaneous items.

The Company's  income before provision for income taxes for the six months ended
June 30, 2004 was  $755,322 as compared to $399,901 for the same period in 2003.
The  increase  of  $355,421  for the six months  ended June 30,  2004  primarily
resulted  from an  increase  in the  Company's  service  revenues  offset  by an
increase in the  Company's  costs  related to services and selling,  general and
administrative costs.

Critical Accounting Policies:

In preparing the financial statements, the Company makes estimates,  assumptions
and  judgments  that can have a  significant  impact on our  revenue,  operating
income and net income,  as well as on the reported amounts of certain assets and
liabilities  on the balance  sheet.  The Company  believes  that the  estimates,
assumptions and judgments  involved in the accounting  policies  described below
have the greatest potential impact on its financial statements,  so it considers
these to be its critical accounting  policies.  Estimates in each of these areas
are based on historical experience and a variety of assumptions that the Company
believes are appropriate. Actual results may differ from these estimates.



                                      -21-
<PAGE>

         Reserves for Uncollectible Accounts Receivable
         The Company makes ongoing assumptions relating to the collectibility of
         its accounts receivable.  The accounts receivable amount on the balance
         sheet  includes  a reserve  for  accounts  that  might not be paid.  In
         determining  the  amount of the  reserve,  the  Company  considers  its
         historical  level of credit  losses.  The Company also makes  judgments
         about the  creditworthiness  of significant  customers based on ongoing
         credit evaluations,  and it assesses current economic trends that might
         impact the level of credit losses in the future.  The Company  recorded
         reserves for uncollectible accounts receivable of $637,500 and $643,000
         as of June 30, 2004 and  December  31,  2003,  respectively.  While the
         Company  believes  that the  current  reserves  are  adequate  to cover
         potential  credit  losses,  it cannot  predict  future  changes  in the
         financial  stability of its customers and the Company cannot  guarantee
         that its reserves will continue to be adequate. If actual credit losses
         are  significantly  greater than the reserves  established,  that would
         increase  the  general  and  administrative  expenses  and  reduce  the
         reported  net  income.   Conversely,   if  actual   credit  losses  are
         significantly less than the reserve, this would eventually decrease the
         Company's general and administrative expenses and increase the reported
         net income.

         Valuation of Long-Lived Assets
         The Company reviews long-lived assets for impairment, principally fixed
         assets,  whenever events or changes in circumstances  indicate that the
         carrying  amount  of the  assets  may  not  be  fully  recoverable.  To
         determine   recoverability  of  the  long-lived   assets,  the  Company
         evaluates the probability that future  undiscounted net cash flows will
         be  greater  than the  carrying  amount of its  assets.  Impairment  is
         measured  based on the  difference  between the carrying  amount of the
         assets and their estimated fair value.

         Valuation of Goodwill
         Pursuant  to  Statement  of  Financial  Accounting  Standards  No. 142,
         "Goodwill and Other  Intangible  Assets"  goodwill and indefinite  life
         intangible  assets are no longer  amortized,  but are subject to annual
         impairment  tests.  To  date,  the  Company  has not been  required  to
         recognize an  impairment of goodwill.  The Company  tests  goodwill for
         impairment  annually or more  frequently  when events or  circumstances
         occur  indicating  goodwill  might be impaired.  This process  involves
         estimating fair value using discounted cash flow analyses. Considerable
         management  judgment is  necessary to estimate  discounted  future cash
         flows.  Assumptions used for these estimated cash flows were based on a
         combination of historical results and current internal  forecasts.  The
         Company cannot predict certain events that could  adversely  affect the
         reported value of goodwill,  which totaled  $2,563,864 at June 30, 2004
         and $2,086,815 at December 31, 2003.

         Deferred Income Taxes
         Deferred  income  taxes  reflect  the  net  tax  effects  of  temporary
         differences  between the carrying amounts of assets and liabilities for
         financial  reporting  purposes  and the  amounts  used for  income  tax
         purposes.  In assessing the  realizability of deferred tax assets,  the
         Company  considers whether it is more likely than not that some portion
         or all of the  deferred  tax assets will not be  realized.  The Company
         considers the scheduled reversal of deferred tax liabilities, projected
         future  taxable  income,  and tax  planning  strategies  in making this
         assessment and records a valuation allowance to reduce the deferred tax
         assets to the amount that is expected to be realized in future periods.



                                      -22-
<PAGE>

Item 3.  Controls and Procedures.
         -----------------------

As of the end of the period covered by this report,  the Company  carried out an
evaluation,  under  the  supervision  and  with the  participation  of its Chief
Executive  Officer,   President  and  the  Chief  Financial   Officer,   of  the
effectiveness  of the  design  and  operation  of our  disclosure  controls  and
procedures. Based on this evaluation, the Chief Executive Officer, President and
the Chief Financial Officer concluded that the Company's controls and procedures
are effective to ensure that information required to be disclosed by the Company
in the reports  filed by it under the  Securities  and Exchange Act of 1934,  as
amended, is recorded, processed, summarized and reported within the time periods
specified  in the SEC's rules and forms,  and include  controls  and  procedures
designed to ensure that  information  required to be disclosed by the Company in
such  reports is  accumulated  and  communicated  to the  Company's  management,
including the Chief Executive Officer,  President and Chief Financial Officer of
the  Company,  as  appropriate  to allow  timely  decisions  regarding  required
disclosure.

There were no changes in the Company's internal control over financial reporting
that  occurred  during  the  quarter  ended  June 30,  2004 that has  materially
affected, or is reasonably likely to affect, the Company's internal control over
financial reporting.

PART II - OTHER INFORMATION

Item 1.  Legal Proceedings.
         -----------------

The Company is aware of various  threatened or pending litigation claims against
the Company  relating to its products  and services and other claims  arising in
the ordinary course of its business. The Company has given its insurance carrier
notice of such claims and it believes there is sufficient  insurance coverage to
cover any such claims.  In any event,  the Company  believes the  disposition of
these matters will not have a material adverse effect on the financial condition
of the Company.

Item 4.  Submission of Matters to a Vote of Security  Holders.
         ----------------------------------------------------
On July 22, 2004, the Company held its 2004 Annual Meeting of Shareholders  (the
"2004 Meeting").

At the 2004 Meeting,  the Company's  shareholders (i) elected seven directors to
serve until the 2005 Annual Meeting of Shareholders  and until their  successors
shall be elected and  qualified,  and (ii)  ratified the  selection of Margolin,
Winer & Evens LLP as the  Company's  independent  auditors  for the fiscal  year
ending December 31, 2004.

1.   The vote with respect to the election of directors was as follows:

<TABLE>
<CAPTION>
                     Name                                     For                        Authority Withheld
                     ----                                     ---                        ------------------
<S>                                                         <C>                                <C>
(a)      Howard M. Siegel                                   7,101,599                          198,644
(b)      James LaPolla                                      7,150,974                          149,269
(c)      Jack Rhian                                         7,150,374                          149,869
(d)      Frederick Siegel                                   7,061,169                          239,074
(e)      Ronald Levin                                       6,463,622                          836,621
(f)      Yacov Shamash                                      7,150,474                          149,769
(g)      Delphine Mendez-de Leon                            7,150,974                          149,269
</TABLE>



                                      -23-
<PAGE>

2.       The proposal to ratify the selection of Margolin,  Winer & Evens LLP as
         the Company's  independent auditors for the fiscal year ending December
         31, 2004, was approved by the following vote:
<TABLE>

                  For                                   Against                                Abstain
                  ---                                   -------                                -------
<S>              <C>                                     <C>                                     <C>
                 7,169,579                               127,544                                 3,120
</TABLE>

Item 6.  Exhibit and Reports on Form 8-K.
         -------------------------------

(a)  Exhibits:

No.           Description
---           -----------

3(ii)         Amended  and Restated By-Laws, as further amended.
10(a)(iii)    Amendment to Amended  Employment  Agreement,  dated June 15, 2004,
              between  the  Company  and  Jack  Rhian.
10(b)(ii)     Amendment to Employment  Agreement,  dated June 15, 2004,  between
              the Company and Howard M. Siegel.
10(c)(i)      Employment  Agreement  dated June 15, 2004 between the Company and
              Frederick Siegel.
10(c)(ii)     Waiver  dated July 16, 2004  between  the  Company  and  Frederick
              Siegel.
10(d)         Employment  Agreement  dated June 15, 2004 between the Company and
              Richard Rallo.
31.1          Certification of CEO Pursuant to Section 302 of the Sarbanes Oxley
              Act of 2002
31.2          Certification of President Pursuant to Section 302 of the Sarbanes
              Oxley Act of 2002
31.3          Certification of CFO Pursuant to Section 302 of the Sarbanes Oxley
              Act of 2002
32.1          Certification of CEO Pursuant to Section 906 of the Sarbanes Oxley
              Act of 2002
32.2          Certification of President Pursuant to Section 906 of the Sarbanes
              Oxley Act of 2002
32.3          Certification of CFO Pursuant to Section 906 of the Sarbanes Oxley
              Act of 2002

(b)  Reports on Form 8-K:

On May 13, 2004, the Company filed a Current Report on Form 8-K relating to Item
12, Results of Operations and Financial Conditions,  reporting the issuance of a
press release  announcing the Company's  results for the quarter ended March 31,
2004.



                                      -24-
<PAGE>

On July 12,  2004,  the Company  filed a Current  Report on Form 8-K relating to
Item 5, Other Information,  reporting the issuance of a press release announcing
the promotion of Jack Rhian to the position of President of the Company.

On July 21,  2004,  the Company  filed a Current  Report on Form 8-K relating to
Item 9,  Regulation FD Disclosure,  reporting the issuance of a press release in
which the Company provided guidance with regards to its results for 2004.















                                      -25-
<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: August 13, 2004                        By: /s/ Howard M. Siegel
                                                  ------------------------
                                                  Name:  Howard M. Siegel
                                                  Title: Chairman of the Board,
                                                         Chief Executive Officer



                                              By: /s/ Richard Rallo
                                                  ------------------------
                                                  Name:  Richard Rallo
                                                  Title: Chief Financial Officer








                                      -26-