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, 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:  7,859,918 shares of $.01 par
value common stock as of May 7, 2004.


<PAGE>

                  AMERICAN MEDICAL ALERT CORP. AND SUBSIDIARIES


<TABLE>
<CAPTION>
                                            INDEX                              PAGE
<S>                                                                            <C>
Part  I  Financial Information

                  Report of Independent Accountants                              1

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

                  Condensed Consolidated Statements of Income for the
                  Three Months Ended March 31, 2004 and 2003                     4

                  Condensed Consolidated Statements of Cash Flows for
                  the Three Months Ended March 31, 2004 and 2003                 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                                                      18
</TABLE>

<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,  2004 and the related  condensed
consolidated  statements  of income and cash flows for the  three-month  periods
ended March 31, 2004 and 2003. 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 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 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

May 7, 2004


                                      -1-
<PAGE>

                         PART I - FINANCIAL INFORMATION


Item 1. Financial Statements.

                  AMERICAN MEDICAL ALERT CORP. AND SUBSIDIARIES
                      CONDENSED CONSOLIDATED BALANCE SHEETS


<TABLE>
<CAPTION>
                                     ASSETS

                                                                                    March 31, 2004
                                                                                      (Unaudited)      Dec. 31, 2003
                                                                                     ------------      ------------
<S>                                                                                 <C>                <C>
CURRENT ASSETS
     Cash                                                                            $  2,495,497      $  2,192,113
     Accounts receivable
     (net of allowance for doubtful accounts of $672,000 and $643,000)                  3,276,845         3,295,752
     Notes and other receivables                                                           22,354            22,077
     Inventory                                                                            475,863           451,924
     Prepaid and refundable taxes                                                             651           155,093
     Prepaid expenses and other current assets                                            500,980           471,497
     Deferred income taxes                                                                334,000           321,000
                                                                                     ------------      ------------

     Total Current Assets                                                               7,106,190         6,909,456
                                                                                     ------------      ------------

FIXED ASSETS
     (Net of accumulated depreciation and amortization)                                 6,819,784         6,739,165
                                                                                     ------------      ------------

OTHER ASSETS
       Long-term portion of notes receivable                                              115,620           121,314
       Intangible assets
            (net of accumulated amortization of $1,228,316 and $1,056,196)              1,662,046         1,834,166
       Goodwill (net of accumulated amortization of $58,868)                            2,153,657         2,086,815
       Other assets                                                                       275,597           148,664
       Deferred income taxes                                                              102,000            97,000
                                                                                     ------------      ------------
                                                                                        4,308,920         4,287,959
                                                                                     ------------      ------------

TOTAL ASSETS                                                                         $ 18,234,894      $ 17,936,580
                                                                                     ============      ============

LIABILITIES AND SHAREHOLDERS' EQUITY

CURRENT LIABILITIES:
     Current portion of notes payable                                                $    332,473      $    323,314
     Accounts payable                                                                     534,029           618,337
     Accrued expenses                                                                   1,077,614         1,012,214
     Current portion of capital lease obligations                                          91,275            89,656
     Deferred revenue                                                                      71,143           106,409
                                                                                     ------------      ------------
     Total Current Liabilities                                                          2,106,534         2,149,930

DEFERRED INCOME TAX LIABILITY                                                             907,000           882,000
LONG-TERM PORTION OF NOTES PAYABLE                                                        740,998           769,525
LONG-TERM PORTION OF CAPITAL LEASE OBLIGATIONS                                             96,276           119,814
LONG-TERM PORTION OF PUT WARRANT OBLIGATION                                               220,000           200,000
ACCRUED RENTAL OBLIGATION AND OTHER                                                       125,788           108,024
                                                                                     ------------      ------------
     TOTAL LIABILITIES                                                                  4,196,596         4,229,293
                                                                                     ------------      ------------
</TABLE>

                                      -2-
<PAGE>
<TABLE>
<CAPTION>
<S>                                                                                  <C>               <C>
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
     7,800,508 and 7,734,486 shares in 2004 and 2003, respectively                         78,005            77,345
     Additional paid-in capital                                                         9,724,411         9,573,863
     Retained earnings                                                                  4,341,914         4,162,111
                                                                                     ------------      ------------
                                                                                       14,144,330        13,813,319
     Less treasury stock, at cost (43,910 shares)                                        (106,032)         (106,032)
                                                                                     ------------      ------------
     Total Shareholders' Equity                                                        14,038,298        13,707,287
                                                                                     ------------      ------------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY                                           $ 18,234,894      $ 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>
                                                                  Three Months Ended March 31,
                                                                  ----------------------------
                                                                      2004            2003
                                                                  -----------      -----------
<S>                                                               <C>              <C>
Revenues:
     Services                                                     $ 4,486,747      $ 3,779,829
     Product sales                                                     66,731          121,658
                                                                  -----------      -----------
                                                                    4,553,478        3,901,487
Costs and Expenses (Income):
     Costs related to services                                      2,059,638        1,834,364
     Costs of products sold                                            36,190           68,745
     Selling, general and administrative expenses                   2,161,188        1,968,137
     Interest expense                                                  15,917           21,302
     Other income                                                     (74,257)         (94,504)
                                                                  -----------      -----------

Income before Provision for Income Taxes                              354,802          103,443

Provision for Income Taxes                                            175,000           58,000
                                                                  -----------      -----------

NET INCOME                                                        $   179,802      $    45,443
                                                                  ===========      ===========

Net income per share:
     Basic                                                        $       .02      $       .01
                                                                  -----------      -----------
     Diluted                                                      $       .02      $       .01
                                                                  -----------      -----------

Weighted average number of common shares outstanding (Note 4)
     Basic                                                          7,717,805        7,426,739
                                                                  ===========      ===========
     Diluted                                                        8,196,113        7,525,330
                                                                  ===========      ===========
</TABLE>

See accompanying notes to condensed financial statements.



                                      -4-
<PAGE>

                  AMERICAN MEDICAL ALERT CORP. AND SUBSIDIARIES

                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                                     Three Months Ended March 31,
                                                                                     ----------------------------
                                                                                        2004             2003
                                                                                     -----------      -----------
<S>                                                                                  <C>              <C>
Cash Flows From Operating Activities:

     Net income                                                                      $   179,802      $    45,443

     Adjustments  to  reconcile  net income to net cash  provided  by  operating
       activities:
     Depreciation and amortization                                                       713,776          531,237
     Provision for deferred taxes                                                          7,000                -
     Valuation of put warrant                                                             20,000           57,000
     Decrease (increase) in:
       Accounts receivables                                                               18,907           (8,487)
       Inventory                                                                         (23,939)          (8,176)
       Prepaid and refundable taxes                                                      154,442           50,400
       Prepaid expenses and other current assets                                         (29,483)          16,108
       Other assets                                                                        2,004                -
     Increase (decrease) in:
       Accounts payable, accrued expenses and other                                       13,566         (387,042)
       Deferred revenue                                                                  (35,266)         (49,543)
                                                                                     -----------      -----------

Net Cash Provided by Operating Activities                                              1,020,809          246,940
                                                                                     -----------      -----------

Cash Flows From Investing Activities:
     Expenditures for fixed assets                                                      (618,387)        (236,211)
     Investments in marketable securities                                                      -          500,000
     Repayment of notes receivable                                                         5,417            3,428
     Deposit on equipment                                                               (132,824)               -
     Increase in goodwill                                                                (66,842)         (28,826)
     Payment for account acquisitions and
      licensing agreement                                                                (14,710)         (14,040)
                                                                                     -----------      -----------

Net Cash (Used In) Provided by  Investing Activities                                    (827,346)         224,351
                                                                                     -----------      -----------

Cash Flows From Financing Activities:
     Principal payments under capital lease obligation                                   (21,919)         (57,365)
     Proceeds from notes payable                                                          62,065           16,049
     Repayment of notes payable                                                          (81,433)         (78,977)
     Proceeds upon exercise of stock options                                             151,208                -
                                                                                     -----------      -----------

Net Cash Provided by (Used in) Financing Activities                                      109,921         (120,293)
                                                                                     -----------      -----------
</TABLE>

See accompanying notes to condensed financial statements.


                                      -5-
<PAGE>

                  AMERICAN MEDICAL ALERT CORP. AND SUBSIDIARIES

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

<TABLE>
<CAPTION>
                                                            Three Months Ended March 31,
                                                            -------------------------
                                                               2004           2003
                                                            ----------     ----------
<S>                                                         <C>            <C>
         Net Increase in Cash                               $  303,384     $  350,998

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

         Cash, End of Period                                $2,495,497     $1,214,415
                                                            ==========     ==========

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:

CASH PAID DURING THE PERIOD FOR INTEREST                    $   12,117     $   21,302
                                                            ==========     ==========

CASH PAID DURING THE PERIOD FOR INCOME TAXES                $   13,558     $    6,735
                                                            ==========     ==========

SUPPLEMENTAL SCHEDULE OF NONCASH INVESTING
 AND FINANCING ACTIVITY:

  Fixed assets recorded under capital lease obligations     $        -     $   45,000
</TABLE>


See accompanying notes to condensed financial statements.


                                      -6-
<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 March 31,
2004 and the results of  operations  and cash flows for the three  months  ended
March 31, 2004 and 2003.

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

The  results of  operations  for the three  months  ended March 31, 2004 are not
necessarily  indicative  of the  results to be  expected  for any other  interim
period or for the full year.

Certain amounts for the three months ended March 31, 2003 consolidated financial
statements have been reclassified to conform to the three months ended March 31,
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.


                                                      Quarter Ended March 31,
                                                  -----------------------------
                                                       2004             2003
                                                  -----------       -----------
Net income, as reported                           $   179,802       $    45,443
Deduct: Total stock-based employee
compensation


                                      -7-
<PAGE>

  expense determined under
  fair value based method                           (79,473)          (142,516)
                                                  -----------       -----------
Pro forma net income (loss)                       $ 100,329          $ (97,073)

Earnings (loss) per share:
  Basic - as reported                             $    0.02          $     0.01
  Basic - pro forma                               $    0.01          $    (0.01)
  Diluted - as reported                           $    0.02          $     0.01
  Diluted - pro forma                             $    0.01          $    (0.01)


The  weighted  average  grant  date fair  value of  options  granted  during the
quarters ended March 31, 2004 and 2003 was $8,898 and $69,283, respectively.

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

                                                      2004               2003
                                                  -----------        -----------

Expected life (years)                                  2                  2
Risk free interest rate                              1.59%              1.70%
Expected volatility                                 40.04%             38.80%
Expected dividend yield                                -                  -

4. Earnings Per Share:

Earnings  per share data for the three  months  ended March 31, 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
                    March 31, 2004                         (Numerator)            (Denominator)             Amounts
                    --------------                       -------------            -------------        ------------
<S>                                                      <C>                      <C>                  <C>
         Basic EPS -
             Income available to
                  common stockholders                    $     179,802               7,717,805            $ .02
                                                                                                          =====

         Effect of dilutive securities -
             Options and warrants                                   -                  478,308
                                                         -------------           -------------

         Diluted EPS -
             Income available to common
                  stockholders and
                  assumed conversions                    $     179,802               8,196,113            $ .02
                                                         =============          ==============            =====
</TABLE>

                                      -8-
<PAGE>
<TABLE>
<CAPTION>
                    March 31, 2003
                    --------------
<S>                                                     <C>                       <C>                   <C>
         Basic EPS -
             Income available to
                  common stockholders                    $      45,443               7,426,739            $.01
                                                                                                          ====

         Effect of dilutive securities -
             Options and warrants                                   -                   98,591
                                                         -------------          --------------

         Diluted EPS -
             Income available to common
                  stockholders and
                  assumed conversions                    $      45,443               7,525,330            $.01
                                                         =============          ==============            ====
</TABLE>

5. 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 three months ended March 31, 2004 and
2003,  the  Company's  revenues  from  this  contract  represented  16% and 20%,
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  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. 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 potential  impact of this  occurrence.  The final terms,
conditions and commencement date of this contract remain subject to negotiation.

As of March  31,  2004 and  December  31,  2003,  accounts  receivable  from the
contract  represented  29% of accounts  receivable and leased medical devices in
service under the contract represented  approximately 20% and 22%, respectively,
of leased medical devices.


                                      -9-
<PAGE>

6. Segment Reporting:


The Company has three reportable  segments,  Personal Emergency Response Systems
("PERS"), Telephone After-Hours Answering Services ("TAS"), and Safe Com.

The table  below  provides  a  reconciliation  of segment  information  to total
consolidated information for the three months ended March 31, 2004 and 2003:


<TABLE>
<CAPTION>
                                                                  2004
                                       -----------------------------------------------------------
                                          PERS             TAS          Safe Com       Consolidated
                                       -----------     -----------     -----------     -----------
<S>                                    <C>             <C>             <C>             <C>
Revenue                                $ 3,270,218     $ 1,191,636     $    91,624     $ 4,553,478
Income before provision for income
taxes                                      125,168         202,914          26,720         354,802
Total assets                            11,941,076       5,769,836         523,982      18,234,894
</TABLE>

<TABLE>
<CAPTION>
                                                                  2003
                                       -----------------------------------------------------------
                                          PERS             TAS          Safe Com       Consolidated
                                       -----------     -----------     -----------     -----------
<S>                                    <C>             <C>             <C>              <C>
Revenue                                $ 3,107,497     $   724,805     $    69,185      $ 3,901,487
Income (loss) before provision for
income taxes                                57,303          48,887          (2,747)         103,443
Total assets                            13,938,794       2,347,521         324,897       16,611,212
</TABLE>

7. Contingencies:

The Company is aware of various  threatened or pending litigation claims against
the Company  relating to its products and 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.


8. Subsequent Events:

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

                                      -10-
<PAGE>

the date of the executed  agreement,  respectively.  A potential  exists for the
payment  of  additional  purchase  price  consideration  if  certain  thresholds
concerning revenue are met by the acquired business.


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.  The  discussion  should  be  read in
conjunction with the consolidated  financial  statements contained in the latest
Annual Report 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 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,"  "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.

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
has been  utilizing a majority  of the  proceeds  from this  offering to further
execute its

                                      -11-
<PAGE>

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 March 31, 2004 was $975,000.  There were no amounts outstanding
on the revolving credit line at March 31, 2004.

At March 31, 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 March 31,
2004:

<TABLE>
<CAPTION>
                                                             Payments Due by Period
--------------------------------     ----------     ----------     ----------     ----------     ----------
Contractual  Obligations              Total        Less than 1     1-3 years      4-5 years      After 5
                                                   year                                          years
--------------------------------     ----------     ----------     ----------     ----------     ----------
<S>                                  <C>            <C>            <C>            <C>            <C>
Revolving Credit Line                $  - 0 -
--------------------------------     ----------     ----------     ----------     ----------     ----------
Debt                                 $1,073,471     $  332,473     $  323,240     $  417,758
--------------------------------     ----------     ----------     ----------     ----------     ----------
Capital Leases                       $  187,551     $   91,275     $   96,276
--------------------------------     ----------     ----------     ----------     ----------     ----------
Put Warrant Obligation               $  220,000              -     $  220,000
--------------------------------     ----------     ----------     ----------     ----------     ----------
Operating Leases                     $5,607,864     $  560,917     $1,465,352     $  634,221     $2,947,374
--------------------------------     ----------     ----------     ----------     ----------     ----------
Total Contractual Cash               $7,088,886     $  984,665     $2,104,868     $1,051,979     $2,947,374
Obligations
--------------------------------     ----------     ----------     ----------     ----------     ----------
</TABLE>


The Company's  working  capital on March 31, 2004 was  $4,999,656 as compared to
$4,759,526 on December 31, 2003. The Company  believes that its present cash and
working  capital  position

                                      -12-
<PAGE>

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
$1,500,000 - $1,750,000  for the  production  and purchase of the PERS Buddy and
additional  PERS systems and the  continued  enhancement  of its  telephony  and
management information systems.

Other Factors:

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  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 HHN's  internet  based
disease  management  monitoring  technology.  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 March 31,  2004,  $281,060 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 three months ended March 31, 2004 and
2003,  the  Company's  revenues  from  this  contract  represented  16% and 20%,
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  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.

                                      -13-
<PAGE>

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.  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
potential   impact  of  this  occurrence.   The  final  terms,   conditions  and
commencement  date of this contract remain subject to  negotiation.  Among other
things,  the  Company has reduced  its  reliance  on the HCSP  contract  from 47
percent of gross  revenue in 1998, to 16% 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 financial impact of the
modification to the HCSP contract.


Results of Operations
The Company's gross revenue, which consists primarily of monthly rental revenues
("MRR"),  increased  by $651,991  for the three  months  ended March 31, 2004 as
compared to the same period in 2003, an increase of 17%.  Revenue  increased due
to several factors.  On June 30, 2003 the Company acquired  substantially all of
the assets of LMA, a telephone answering service, which generated  approximately
$380,000  for the three  months  ended March 31,  2004.  In November  2003,  the
Company  entered into an agreement  with a customer  whereby over 3,000 Personal
Emergency  Response  Systems  (PERS)  have  now  been  placed  online.  This has
generated approximately $120,000 of revenue for the three months ended March 31,
2004.  Additionally,  revenue  from  the  Company's  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 $225,274 for the three months ended March
31,  2004 as compared  to the same  period in 2003,  an  increase of 12%.  Costs
related to services,  as a percentage of service revenues,  for the three months
ended March 31, 2004 and 2003 were 46% and 49%,  respectively.  The  increase is
due to a variety of factors.  First,  with the  acquisition of LMA in June 2003,
the Company incurred approximately $150,000 of costs related to services for the
three months ended March 31, 2004. Second, in April 2003, the Company occupied a
new  facility  to  operate  its  emergency  response  center  and its  telephone
answering service.  The rent associated with this new facility was approximately
$80,000,  while in the same  period in 2003 the Company  incurred  approximately
$16,000 in similar costs, as the telephone  answering  service was operating out
of a Company owned  building.  Third,  the increase in costs related to services
was due to the Company adding personnel,  principally  during the latter part of
2003, in its (i) customer service and emergency response system areas, primarily
to handle  the new  business  obtained  in  November  2003,  and (ii)  telephone
answering  service  division to continue to handle the current and future growth
of that  business.  This  accounted  for  approximately  a $75,000  increase  as
compared to the same period last year. Additionally,  depreciation,  through the
purchases  of the  Company's  new  disease  management  product  along  with the
purchases of its

                                      -14-
<PAGE>

personnel  emergency  response  equipment  and the  depreciation  on the capital
expenditures  relating to the new facility,  increased by approximately  $70,000
for the three  months  ended March 31,  2004,  as compared to the same period in
2003.  These  increases of  approximately  $359,000 were  partially  offset by a
reduction  in repair and upgrade  costs  associated  with the PERS devices and a
reduction  in  personnel  costs  associated  the  completion  of  the  activator
replacements.

Selling, general and administrative expenses increased by $193,051 for the three
months ended March 31, 2004 as compared to the same period in 2003,  an increase
of 10%. Selling,  general, and administrative expenses, as a percentage of total
revenue,  for the three  months  ended March 31, 2004 and 2003 were 47% and 50%,
respectively.  The increase in selling,  general and administrative  expenses is
primarily due the following items:

     o    LMA Expenses

     The  acquisition  of LMA  resulted in the Company  incurring  approximately
     $150,000 of administrative costs for the three months ended March 31, 2004.
     This  expense  consists  primarily  of  payroll  and  related  benefits  of
     approximately $80,000 and amortization expense of $30,000

     o    Amortization Expense

     Amortization  expense,  excluding LMA, in 2004  increased by  approximately
     $85,000 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

     The  Company  increased  the number of  personnel  in order to service  the
     November 2003  agreement  pursuant to which over 3,000  Personal  Emergency
     Response  Systems  (PERS)  have now been  placed  online and to continue to
     market  and  manage  disease  management  products,  . This,  along with an
     increase in compensation levels,  increased payroll and related benefits by
     approximately $40,000, 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 loss of certain PERS
     contracts  in 2003 in which  commissions  in the  amount  of  approximately
     $30,000 per quarter were  recorded.  In addition,  there were certain other
     contracts in which less commission expense was realized in the three months
     ended  March  31,  2004,  as  compared  to the  same  period  in  2003,  of
     approximately $10,000.

                                      -15-
<PAGE>

     o    Put Warrant Expense

     In connection with the HCI  acquisition,  the Company issued to the selling
     stockholder  two  warrants  to  purchase  133,333.33  and  105,000  shares,
     respectively,  of the Company's common stock at an exercise price of $2 per
     share.  The warrants were and are  exercisable  until November 20, 2005 and
     December 20, 2005,  respectively.  In addition, the selling stockholder had
     the option, only during a period of ten trading days, beginning on November
     21, 2003 and 2005,  respectively,  to require the  Company,  under  certain
     circumstances,  to redeem  the  warrants  (the Put  Option) at $5 or $6 per
     warrant  share,  respectively,  less the exercise price per share of $2. In
     lieu of honoring its obligation to redeem the warrant in November 2003, the
     Company  was  entitled  to elect,  and did elect,  to require  the  selling
     stockholder  to exercise the warrant  (133,333.33  shares) with the Company
     only paying to the selling stockholder the difference between the Put Price
     and the  market  price of the  common  stock at the time of such  exercise.
     Therefore,  for the three  months  ended March 31,  2004,  only one warrant
     (105,000  shares)  exists in which the  Company  recognized  an  expense of
     $20,000,  as compared to an expense of $57,000 on two warrants (133,333 and
     105,000 shares) for the same period last year.

Interest  expense  decreased by $5,385 for the three months ended March 31, 2004
as compared to the same period in 2003,  a decrease  of 25%.  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  decreased by $20,247 for the three months ended March 31, 2004 as
compared  to the same  period  in 2003.  Other  Income  in the 2004  includes  a
Relocation  and  Employment  Assistance  Program  (REAP) credit in the amount of
approximately  $57,000.  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.  The REAP is in effect for a twelve  year period and during the first five
years the Company will be refunded the full amount of the  eligible  credit.  In
the same period for 2003, other income included  approximately  $88,000 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.

The  Company's  income  before  provision  for income taxes for the three months
ended March 31, 2004 was $354,802 as compared to $103,443 for the same period in
2003.  The  increase of  $251,359  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:

                                      -16-
<PAGE>

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.

         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 $672,000 and $643,000
         as of March 31, 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  that 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
         Effective  January 1, 2002, the Company adopted  Statement of Financial
         Accounting  Standards No. 142, "Goodwill and Other Intangible  Assets."
         Under this standard, goodwill and indefinite life intangible assets are
         no longer  amortized,  but are subject to annual  impairment tests. The
         Company  completed the annual impairment test during the fourth quarter
         of 2003 and no impairment was determined. As described in Note 1 to the
         Consolidated  Financial  Statements,  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

                                      -17-
<PAGE>

         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  $2,153,657 at March 31,
         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,  if necessary,  to reduce
         the  deferred  tax assets to the amount that is expected to be realized
         in future periods.

Item 3. Controls and Procedures.

Based on their  evaluation  as of March 31, 2004,  the Company and the Company's
President and Chief  Executive  Officer along with the Company's Chief Financial
Officer have concluded that the Company's disclosure controls and procedures (as
defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) were effective.

There were no changes in the Company's internal control over financial reporting
that  occurred  during the  quarter  ended  March 31,  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 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 6.  Exhibit and Reports on Form 8-K.

(a) Exhibits:

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

31.1     Certification  of CEO Pursuant to Section 302 of the Sarbanes Oxley Act
         of 2002
31.2     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 CFO Pursuant to Section 906 of the Sarbanes Oxley Act
         of 2002

                                      -18-
<PAGE>

(b) Reports on Form 8-K:

On March 29, 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 year ended December
31, 2003.

On April 13, 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 Company's acquisition of the operating assets of alphaCONNECT, Inc.



                                      -19-
<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 14, 2004                         By: /s/ Howard M. Siegel
                                                 -------------------------------
                                                 Name: Howard M. Siegel
                                                 Title:  Chairman of the Board,
                                                         President and CEO



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



                                      -20-