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 June 30, 2002


Commission File Number 1-8635

                          AMERICAN MEDICAL ALERT CORP.
        (Exact Name of Small Business Issuer 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
                (Issuer's telephone number, including area code)

Check  whether the issuer (1) 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:  7,470,649 shares of $.01 par
value common stock as of August 9, 2002.


<PAGE>

                  AMERICAN MEDICAL ALERT CORP. AND SUBSIDIARIES


                                      INDEX

                                                                            PAGE

Part  I.       Financial Information.

               Report of Independent Accountants                               1

               Condensed Consolidated Balance Sheets for June 30, 2002
               and December 31, 2001                                           2

               Condensed Consolidated Statements of Income for the             4
               Six Months Ended June 30, 2002 and 2001

               Condensed Consolidated Statements of Income for the             5
               Three Months Ended June 30, 2002 and 2001

               Condensed Consolidated Statements of Cash Flows for the         6
               Six Months Ended June 30, 2002 and 2001

               Notes to Condensed Consolidated Financial Statements            8

               Management's Discussion and Analysis of
               Financial Condition and Results of Operations.                 14


Part II.       Other Information                                              18







<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 June 30,  2002 and the  related  condensed
consolidated  statements of income for the  three-month  and  six-month  periods
ended June 30, 2002 and 2001,  and cash flows for the six months  ended June 30,
2002  and  2001.  These  financial  statements  are  the  responsibility  of the
company's management.

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

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

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

/s/Margolin, Winer & Evens LLP

Margolin, Winer & Evens LLP

August 9, 2002




                                      -1-
<PAGE>


                          PART I FINANCIAL INFORMATION

ITEM 1.   FINANCIAL STATEMENTS.

                  AMERICAN MEDICAL ALERT CORP. AND SUBSIDIARIES
                      CONDENSED CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>
                                     ASSETS

                                                                                 June 30,2002
                                                                                  (Unaudited)     Dec 31,2001*
                                                                                --------------    ------------
<S>                                                                             <C>                <C>
CURRENT ASSETS
     Cash and cash equivalents                                                  $ 1,382,561        $   818,696
     Marketable securities                                                        2,021,939                 --
     Accounts and notes receivable
       (net of allowance for doubtful accounts of $482,500 and $417,500)          3,022,060          2,866,015
     Notes and other receivables                                                    241,065            276,594
     Inventory                                                                      168,467            171,283
     Prepaid and refundable taxes                                                    44,462            109,328
     Prepaid expenses and other current assets                                      191,517            123,987
     Deferred income taxes                                                          408,000            408,000
                                                                                --------------    ------------
     Total Current Assets                                                         7,480,071          4,773,903
                                                                                --------------    ------------
FIXED ASSETS
     (Net of accumulated depreciation and amortization)                           7,030,952          7,732,051
                                                                                --------------    ------------
OTHER ASSETS
       Long-term portion of notes receivable                                        172,604            162,918
       Intangible assets and deferred charges
            (net of accumulated amortization of $488,086 and $398,187)              970,107            757,218
       Goodwill (net of accumulated amortization of $58,868)                        896,074            837,504
       Other assets                                                                 276,150            117,749
       Deferred income taxes                                                         50,000             50,000
                                                                                --------------    ------------
                                                                                  2,364,935          1,925,389
                                                                                --------------    ------------
TOTAL ASSETS                                                                    $16,875,958        $14,431,343
                                                                                ==============    ============
LIABILITIES AND SHAREHOLDERS' EQUITY

CURRENT LIABILITIES:
     Current portion of long-term debt                                          $   310,898        $ 1,345,616
     Accounts payable                                                               437,778            799,456
     Accrued expenses                                                               665,746            538,949
     Current portion of capital lease obligations                                   212,608            214,903
     Deferred revenue                                                               105,874            117,901
                                                                                --------------    ------------
     Total Current Liabilities                                                    1,732,904          3,016,825

DEFERRED INCOME TAX LIABILITY                                                       519,000            519,000
LONG-TERM DEBT                                                                    1,520,845            599,573
LONG-TERM PORTION OF CAPITAL LEASE OBLIGATIONS                                       77,086            180,065
PUT WARRANT OBLIGATION                                                              369,000            319,000
ACCRUED RENTAL OBLIGATION AND OTHER                                                  53,500             61,466
                                                                                --------------    ------------
     TOTAL LIABILITIES                                                            4,272,335          4,695,929
                                                                                --------------    ------------



                                      -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 7,468,940 and 6,498,545 shares in 2002 and 2001,
        respectively                                                           $     74,690         $     64,985

     Additional paid-in capital                                                   8,980,158            6,340,669
     Retained earnings                                                            3,654,807            3,435,792
                                                                               ------------         ------------
                                                                                 12,709,655            9,841,446
     Less 43,910 shares of treasury stock, at cost                                 (106,032)            (106,032)
                                                                               ------------         ------------
     Total Shareholders' Equity                                                  12,603,623            9,735,414
                                                                               ------------         ------------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY                                     $ 16,875,958         $ 14,431,343
                                                                               ============         ============

</TABLE>

See accompanying notes to condensed financial statements.

     * Derived from audited financial statements, with reclassifications
       to conform to June 30, 2002 presentation.


                                      -3-
<PAGE>


                  AMERICAN MEDICAL ALERT CORP. AND SUBSIDIARIES

                   CONDENSED CONSOLIDATED STATEMENTS OF INCOME

                                   (Unaudited)

<TABLE>
<CAPTION>

                                                                         Six Months Ended June 30,
                                                                         -------------------------
                                                                          2002                 2001
                                                                          ----                 ----
<S>                                                                   <C>                 <C>
Revenues:
         Services                                                     $ 7,142,735         $ 6,543,796
         Product sales                                                    120,487             201,152
                                                                      -----------         -----------
                                                                        7,263,222           6,744,948
                                                                      -----------         -----------
Costs and Expenses (Income):
         Costs related to services                                      3,318,853           3,256,967
         Costs of products sold                                            63,245             124,637
         Selling, general and administrative expenses                   3,548,206           3,278,064
         Interest expense                                                  70,457             121,571
         Other income                                                    (171,554)            (58,329)
                                                                      -----------         -----------
                                                                        6,829,207           6,722,910
                                                                      -----------         -----------

Income before Provision for Income Taxes                                  434,015              22,038

            Provision for Income Taxes                                    215,000              10,033
                                                                      -----------         -----------

NET INCOME                                                            $   219,015         $    12,005
                                                                      ===========         ===========
Net Income per Share:
         Basic                                                        $       .03         $       -0-
                                                                      -----------         -----------
         Diluted                                                      $       .03         $       -0-
                                                                      -----------         -----------

Weighted average number of common shares outstanding (Note 3):

         Basic                                                          6,949,848           6,416,361
                                                                      ===========         ===========
         Diluted                                                        7,412,729           6,491,374
                                                                      ===========         ===========

</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,
                                                                        ---------------------------
                                                                          2002                  2001
                                                                          ----                  ----
<S>                                                                   <C>                 <C>
Revenues:
         Services                                                     $ 3,621,048         $ 3,335,383
         Product sales                                                     32,911              98,055
                                                                      -----------         -----------
                                                                        3,653,959           3,433,438
                                                                      -----------         -----------

Costs and Expenses (Income):
         Costs related to services                                      1,706,960           1,582,383
         Costs of products sold                                            14,446              34,462
         Selling, general and administrative expenses                   1,774,952           1,630,843
         Interest expense                                                  34,620              55,536
         Other income                                                    (158,263)            (25,661)
                                                                      -----------         -----------
                                                                        3,372,715           3,277,563
                                                                      -----------         -----------

Income before Provision for Income Taxes                                  281,244             155,875

             Provision for Income Taxes                                   142,000              58,033
                                                                      -----------         -----------

NET INCOME                                                            $   139,244         $    97,842
                                                                      ===========         ===========
Net Income per Share

         Basic                                                        $       .02         $       .02
                                                                      -----------         -----------
         Diluted                                                      $       .02         $       .01
                                                                      -----------         -----------

Weighted average number of common shares outstanding (Note 3):

         Basic                                                          7,424,521           6,417,481
                                                                      -----------         -----------
         Diluted                                                        7,424,521           6,567,507
                                                                      -----------         -----------

</TABLE>

See accompanying notes to condensed financial statements.


                                      -5-
<PAGE>


                  AMERICAN MEDICAL ALERT CORP. AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                            Six Months Ended June 30,
                                                                            -------------------------
                                                                            2002               2001*
                                                                            ----               -----

<S>                                                                    <C>                 <C>
Cash Flows from Operating Activities:
         Net income                                                    $   219,015         $    12,005
         Adjustments to reconcile net income to
            net cash provided by operating activities
           Depreciation and amortization                                   987,173             990,886
           Valuation of put warrants                                        50,000              40,000
           Accrued interest income                                         (44,548)                 --
           Decrease (increase) in:
             Accounts receivables                                         (156,045)           (238,185)
             Inventory                                                       2,816               6,551
             Prepaid and refundable taxes                                   64,866              74,450
             Prepaid expenses and other current assets                     (67,530)            (93,918)
             Other assets                                                  (43,776)                 --
         (Decrease) in:
             Accounts payable, accrued expenses and other                 (242,847)           (380,306)
             Deferred revenue                                              (12,027)            (15,412)
                                                                       -----------         -----------

Net Cash Provided by Operating Activities                                  757,097             396,071
                                                                       -----------         -----------
Cash Flows from Investing Activities:
         Expenditures for fixed assets                                    (155,152)             25,877
         Investment in marketable securities                            (2,021,939)                 --
         Deposit paid on medical devices                                  (114,625)                 --
         Repayment of notes receivable                                      70,390              61,033
         Payment for goodwill, account acquisitions, licensing
         agreements and deferred charges                                  (402,380)            (47,535)
                                                                       -----------         -----------

Net Cash (Used In) Provided by Investing Activities                     (2,623,706)             39,375
                                                                       -----------         -----------
Cash Flows from Financing Activities:

         Proceeds from debt                                              1,787,054              17,898
         Principal payments under capital lease obligation                (105,274)            (91,592)
         Repayment of debt                                              (1,900,500)           (261,201)
         Proceeds from private equity placement                          2,730,000                  --
         Payment of fees relating to private equity placement             (208,061)                 --
         Net proceeds upon exercise of stock options                       127,255              21,553
                                                                       -----------         -----------

Net Cash Provided by (Used In) Financing Activities                      2,430,474            (313,342)
                                                                       -----------         -----------

Net Increase in Cash and cash equivalents                                  563,865             122,104
Cash and cash equivalents, Beginning of Period                             818,696             537,247
                                                                       -----------         -----------
Cash and cash equivalents, End of Period                               $ 1,382,561         $   659,351
                                                                       ===========         ===========

</TABLE>

See accompanying notes to condensed financial statements.



                                      -6-
<PAGE>

<TABLE>
<CAPTION>
<S>                                                                    <C>                 <C>
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid during the period for:
          Interest                                                     $    66,207         $   119,512
          Income Taxes                                                 $   150,692         $       773



SUPPLEMENTAL SCHEDULE OF NONCASH INVESTING AND FINANCING ACTIVITY:

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

</TABLE>


See accompanying notes to condensed financial statements


  * Reclassified to conform with June 30, 2002 presentation





                                      -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, 2001
included in the Company's Annual Report on Form 10-KSB.

2.     Results of Operations:

         In the opinion of  management,  the  accompanying  unaudited  condensed
financial  statements  contain  all  adjustments   (consisting  only  of  normal
recurring  accruals)  necessary to present  fairly the financial  position as of
June 30, 2002,  and the results of operations for the six and three months ended
June 30,  2002 and 2001,  and cash flows for the six months  ended June 30, 2002
and 2001.

         The accounting  policies used in preparing these  financial  statements
are the same as those  described in the December 31, 2001 financial  statements,
except as described in Note 3 below.  In addition,  effective June 30, 2002, the
amounts  previously  reported as "Inventory  of medical  devices held for lease"
have been reclassified as a component of fixed assets.

         The Company  accounts for its  marketable  securities,  consisting of a
mutual fund, in accordance with the Statement of Financial  Accounting Standards
("SFAS")  No.  115  "Accounting  for  Certain  Investments  in Debt  and  Equity
Securities".  In accordance  with the  provisions of SFAS No. 115, the Company's
marketable  securities are  classified as securities  available for sale and are
reported at their approximate fair value. Although not a money market fund, this
mutual  fund seeks to generate  returns in excess of  traditional  money  market
products while maintaining an emphasis on preservation of capital and liquidity.
At June 30, 2002 the cost of the marketable securities equaled the fair value.

         The results of  operations  for the six and three months ended June 30,
2002 and 2001 are not  necessarily  indicative of the results to be expected for
any other interim period or for the full year.

3.     New Pronouncements

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



                                      -8-
<PAGE>

The financial information for acquired intangible assets is as follows:

<TABLE>
<CAPTION>

                                              As of June 30, 2002                      As of December 31, 2001
                                              -------------------                      -----------------------
                                  Gross Carrying              Accumulated          Gross Carrying         Accumulated
                                     Amount                  Amortization              Amount             Amortization
                                  --------------              -----------          --------------         -----------
<S>                                <C>                      <C>                      <C>                  <C>
Amortized intangible assets

Account acquisitions               $  879,443               $  465,586               $  859,048           $  374,983
Noncompete agreement                   60,000                   22,500                   60,000               15,000
Deferred charges                       73,750                       --                   41,022                8,204
Licensing fees                        445,000                       --                  195,335                   --
                                  --------------              -----------          --------------         -----------
      Total                        $1,458,193               $  488,086               $1,155,405           $  398,187

</TABLE>


Amortization  expense  for the six and  three  months  ended  June 30,  2002 was
approximately   $131,000  and  $80,000,   respectively,   and  annual  estimated
amortization,  based on the current amount of intangible  assets,  is as follows
(exclusive of the  intangible  assets  relating to the Company's  agreement with
Health Hero Network, Inc.):

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

         For the year ended December 31, 2002                  $    237,000
         For the year ended December 31, 2003                  $    180,000
         For the year ended December 31, 2004                  $    161,000
         For the year ended December 31, 2005                  $     44,000
         For the year ended December 31, 2006                  $     20,000


The changes in carrying  amount of goodwill for the quarter  ended June 30, 2002
are as follows:

<TABLE>
<CAPTION>

                                             PERS         TAS         Other     Consolidated
                                             ----         ---         -----     ------------
<S>                                         <C>         <C>           <C>         <C>
Balance as of December 31, 2001             $ --        $837,503      $ --        $837,503
Additional Goodwill                           --          58,571        --          58,571
Balance as of June 30, 2002                 $ --        $896,074      $ --        $896,074

</TABLE>

The following  financial  information is presented as if SFAS 142 was adopted at
the beginning of the six months ended June 30, 2001:



                                      -9-
<PAGE>

                                               For the six months ended June 30,
                                               ---------------------------------
                                                    2002                2001
                                                    ----                ----
NET INCOME:
  Reported net income                        $      219,015       $     12,005
  Add back: Goodwill amortization                        --             26,266
  Adjusted net income                        $      219,015       $     38,271

BASIC EARNINGS PER SHARE:
  Reported basic earnings per share          $         .03        $         -0-
  Add back: Goodwill amortization                       --                  --
  Adjusted basic earnings per share          $         .03        $         -0-

DILUTED EARNINGS PER SHARE:
  Reported diluted earnings per share        $         .03        $         -0-
  Add back: Goodwill amortization                       --                  --
  Adjusted diluted earnings per share        $         .03        $         -0-


                                             For the three months ended June 30,
                                             -----------------------------------
                                                    2002                2001
                                                    ----                ----
NET INCOME:
  Reported net income                        $      139,244       $    97,842
  Add back: Goodwill amortization                        --            13,133
  Adjusted net income                        $      139,244       $   110,975

BASIC EARNINGS PER SHARE:
  Reported basic earnings per share          $          .02        $      .02
  Add back: Goodwill amortization                        --                --
  Adjusted basic earnings per share          $          .02        $      .02

DILUTED EARNINGS PER SHARE:
  Reported diluted earnings per share        $          .02        $      .02
  Add back: Goodwill amortization                        --                --
  Adjusted diluted earnings per share        $          .02        $      .02

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



                                      -10-
<PAGE>

4.     Earnings Per Share

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

<TABLE>
<CAPTION>

Six Months Ended June 30, 2002                          Income                Shares               Per-Share
------------------------------                       (Numerator)           (Denominator)            Amounts
                                                     -----------           -------------            -------
<S>                                                  <C>                     <C>                        <C>
Basic EPS -
Income available to common stockholders              $  219,015              6,949,848                  $.03
Effect of dilutive securities -                                                                         ====
  Options and warrants                                       -0-               462,881
                                                     ----------              ---------
Diluted EPS -
Income available to common
  stockholders and assumed conversions               $  219,015              7,412,729                  $.03
                                                     ==========              =========                  ====

Three Months Ended June 30, 2002
--------------------------------
Basic EPS - Income available to
  common stockholders                                $  139,244              7,424,521                  $.02
                                                                                                        ====
Effect of dilutive securities -
  Options and warrants                                       -0-                    -0-
                                                     ----------              ---------
Diluted EPS - Income available to
  common stockholders and assumed
  conversions                                        $  139,244              7,424,521                  $.02
                                                     ==========              =========                  ====
Six months Ended June 30, 2001
------------------------------
Basic EPS -Income available to common
  stockholders                                       $   12,005              6,416,361                  $-0-
                                                                                                        ====
Effect of dilutive securities -
  Options and warrants                                       -0-                75,013
                                                     ----------              ---------
Diluted EPS -Income available to
  common  stockholders and
  assumed conversions                                $   12,005              6,491,374                  $-0-
                                                     ==========              =========                  ====
Three Months Ended June 30, 2001
--------------------------------
Basic EPS - Income available to
  common stockholders                                $   97,842              6,417,481                  $.02
Effect of dilutive securities -                                                                         ====
  Options and warrants                                       -0-               150,026
                                                     ----------              ---------
Diluted EPS -Income available to
  common stockholders and assumed
  conversions                                        $   97,842              6,567,507                  $.01
                                                     ==========              =========                  ====

</TABLE>


                                      -11-
<PAGE>

5.     Notes Payable:

         In May 2002, the Company executed an agreement with a bank, pursuant to
which it received 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 up to
$1,500,000 (based on eligible receivables as defined). Borrowings under the term
loan will bear  interest at LIBOR plus 3.5% and the  revolving  credit line will
bear interest at LIBOR plus 3.0%. The term loan is payable over five years while
the credit facility is available for three years.  The Company used a portion of
the  proceeds to repay the previous  bank debt and intends to use the  remaining
proceeds  from this bank  financing  to fund  capital  expenditures  and working
capital needs.

6.     Private Equity Placement:

         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.  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 plans
to utilize a majority of the  proceeds of this  offering to further  execute its
business  expansion  and  diversification   strategy  into  the  remote  patient
monitoring  and  medical  contact  center  industries,  including  its  recently
announced initiative with Health Hero Network, Inc. ("HHN").

7.     Major Customers:

         Since 1983,  the Company has provided  PERS services to the City of New
York's Human Resources  Administration  Home Care Service Program ("HCSP").  The
Company provides services to the City of New York under extensions and contracts
issued  periodically.  The  current  contract,  which  ran  through  June  2002,
reflected  terms and conditions  present in the original  contract.  The Company
believes,  based on  discussions  with HCSP  representatives,  that an extension
through June 2003 is  forthcoming  under the same terms and conditions as in the
original contract. During the six months June 30, 2002 and 2001, the Company had
revenues from this contract representing 24% and 27%, respectively, of its total
revenue.

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

         As of June 30, 2002 and December 31, 2001, accounts receivable from the
contract represented 47% of accounts receivable at both dates and leased medical
devices in service under the contract represented 25% and 30%, respectively,  of
total leased medical devices in service.



                                      -12-
<PAGE>

8.       Segment  Reporting:

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

The table  below  provides  a  reconciliation  of segment  information  to total
consolidated  information  for the six and three  months ended June 30, 2002 and
2001:

<TABLE>
<CAPTION>

                                                             2002
                                                             ----

                                                      PERS                 TAS                  Other           Consolidated
                                                      ----                 ---                  -----           ------------
<S>                                              <C>                  <C>                 <C>                  <C>
Six Months Ended June 30, 2002
------------------------------

Revenue                                          $  5,959,456         $  1,228,717        $     75,049         $  7,263,222
Income before provision for income taxes              245,613              187,142               1,260              434,015
Total assets                                       14,417,214            2,257,044             201,700           16,875,958


                                                      PERS                 TAS                  Other           Consolidated
                                                      ----                 ---                  -----           ------------
Three Months Ended June 30, 2002
--------------------------------

Revenue                                          $  2,987,202         $    622,919        $     43,838         $  3,653,959
Income before provision for income taxes              170,717              108,823               1,704              281,244


                                                      PERS                 TAS                  Other           Consolidated
                                                      ----                 ---                  -----           ------------
Six Months Ended June 30, 2001
------------------------------

Revenue                                          $  5,624,139         $  1,078,965        $     41,844         $  6,744,948
Income (loss) before provision for
income taxes                                          (63,431)             105,144             (19,675)              22,038
Total assets                                       12,445,335            1,948,920             180,862           14,575,117


                                                      PERS                 TAS                  Other           Consolidated
                                                      ----                 ---                  -----           ------------
Three Months Ended June 30, 2001
--------------------------------

Revenue                                          $  2,831,795         $    578,427        $     23,216         $  3,433,438
Income (loss) before provision for
income taxes                                           76,466               79,559                (150)             155,875

</TABLE>


                                      -13-
<PAGE>

9.     Contingencies:

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

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

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, 2001.

This  discussion  contains  forward-looking  statements that involve a number of
risks and uncertainties. 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.  Important factors that could cause actual
results  to differ  materially  from  those  indicated  by such  forward-looking
statements  are set  forth in the  Company's  filings  with the  Securities  and
Exchange Commission (SEC),  including the Company's Annual Report on form 10-KSB
for the fiscal year ended December 31, 2001, the Company's  Quarterly Reports on
Forms  10-QSB,  and other  filings and  releases.  These  include  uncertainties
relating to government  regulation,  technological  changes, our expansion plans
and product libility risks.

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.  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 plans to utilize a majority
of the proceeds of this offering to further  execute its business  expansion and
diversification  strategy into the remote patient monitoring and medical contact
center industries, including its recently announced initiative with HHN.



                                      -14-
<PAGE>

In May 2002, the Company executed an agreement with a bank, pursuant to which it
received  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 up to
$1,500,000 (based on eligible receivables as defined). Borrowings under the term
loan will bear  interest at LIBOR plus 3.5% and the  revolving  credit line will
bear interest at LIBOR plus 3.0%. The term loan is payable over five years while
the credit facility is available for three years.  The Company used a portion of
the  proceeds to repay the previous  bank debt and intends to use the  remaining
proceeds  from this bank  financing  to fund  capital  expenditures  and working
capital needs.

The following table is a summary of contractual  obligations recorded as of June
30, 2002:

<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               $  287,054     $        --    $  287,054
Debt                                $1,544,689     $   310,898    $  933,791      $ 300,000
Capital Leases                      $  289,694     $   212,608    $   77,086
Operating Leases                    $1,332,612     $   284,960    $  741,914      $ 241,461      $  64,277
Total Contractual Cash Obligations  $3,454,049     $   808,466    $2,039,845      $ 541,461      $  64,277

</TABLE>

Subsequent to June 30, 2002, the Company paid down its revolving credit line.

The  Company's  working  capital on June 30, 2002 was  $5,747,167 as compared to
$1,757,078 on December 31, 2001. The Company  believes that its present cash and
working capital position combined with its borrowing  availability under its new
credit facility and future  anticipated cash flow generated from operations will
be sufficient  to meet its cash and working  capital needs for at least the next
12 months.  During  2002,  the  Company  anticipates  that it will make  capital
investments  of  approximately  $1,250,000,  exclusive  of  capital  investments
relating  to the  Company's  agreement  with  HHN,  for the  enhancement  of its
management  information  systems,  and the production and purchase of additional
systems which the Company intends to rent.

On January 14, 2002, the Company  entered into an operating  lease agreement for
space  in Long  Island  City,  New York in an  effort  to  consolidate  its HCI,
Flushing  and  Oceanside  ERC and  Customer  Service  facilities.  The  Company,
believes  that  centralization  of the ERC,  Customer  Service and H-Link OnCall
operations  would provide  additional  efficiencies and facilitate the continued
projected growth of the H-Link and Disease Management Monitoring divisions.  The
term of the  lease is  fifteen  (15)  years  from  the  commencement  date.  The
commencement  date is the last of the following to occur:  (a) the date on which
landlord  gives  notice to tenant that the work to be  performed by landlord has
been  substantially  completed;  (b) the date  landlord  shall  have  obtained a
temporary certificate of occupancy for the building which authorizes and permits


                                      -15-
<PAGE>

the occupancy by tenant; and (c) the date on which the certain interior work has
been completed. The lease calls for minimum annual rentals of $269,500,  subject
to a 3% annual increase plus reimbursement for real estate taxes. As a result of
this  transaction,  the Company and the building  are  eligible for  significant
Relocation and Employment  Assistance Program (REAP) and other tax incentive and
cost savings  benefits from the City of New York. The Company  expects to occupy
the premises  during the fourth quarter of 2002.  Simultaneously  with the move,
the Company  plans to sublet 3255 Lawson  Boulevard  in  Oceanside  and sell the
condominium currently occupied by HCI Acquisition Corp.

On  November  1,  2001,  the  Company  entered  into  a  Cooperative  Licensing,
Development,  Services and Marketing  Agreement  with 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 Company
anticipates the costs  associated  with the licensing,  research and development
and marketing with respect to the HHN Agreement to approximate  $2,000,000  over
the next  12-18  months.  The cost of the  licensing  component  will  aggregate
$1,000,000,  of which  $300,000  has been  paid as of August  9,  2002.  Related
professional fees of $145,000 have been capitalized through June 30, 2002.

As part of executing its business plan to align itself for future  success,  the
Company has incurred and plans to incur certain additional  expenses relating to
the  relocation  and upgrading of its  emergency  response  center  facility and
research and development costs associated with its desease management  endeavor.
As a result of these expenses the  profitability  for the next six months may be
impacted.  As the Company  continues to diversify,  enter into new endeavors and
execute its business plan, the Company  continues to affirm its positive outlook
and anticipates achieving gross sales of approximately $15,000,000 - $15,300,000
and net income of $300,000-$350,000 for the year ended December 31, 2002.

In the normal course of business the Company has committed to purchase Model 800
Personal  Emergency  Response  systems in 2002. The cost to purchase these units
will be $321,700.  As of June 30, 2002 the Company prepaid $175,000 towards this
purchase and the remaining amount  outstanding is to be paid upon receipt of the
units.

The Company has become aware that certain of its activators designed to remotely
signal the emergency  response  apparatus  installed in a client's  home, may be
subject  to  battery  failure,  thereby  preventing  remote  activation  of  the
apparatus and requiring  the consumer to activate the  apparatus  directly.  The
supplier of the activators has  acknowledged its  responsibility  to replace the
activators,  and thus, the Company  should not incur any financial  liability in
exchanging the activators for upgraded models, which is currently in process. No
claim for  liability  has been  asserted  against the Company  arising from this
situation, but such a claim is possible.

Since 1983,  the Company has  provided  PERS  services to the City of New York's
Human Resources  Administration Home Care Service Program ("HCSP").  The Company
provides  services to the City of New York under extensions and contracts issued
periodically. The current contract, which ran through June 2002, reflected terms
and conditions present in the original


                                      -16-
<PAGE>

contract. The Company believes,  based on discussions with HCSP representatives,
that an  extension  through  June 2003 is  forthcoming  under the same terms and
conditions as in the original contract.  During the six months June 30, 2002 and
2001,  the Company had revenues  from this  contract  representing  24% and 27%,
respectively, of its total revenue.

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

The Company's  management has developed a business plan to minimize its reliance
on HCSP. This involves the reduction in HCSP related  overhead and  redeployment
of assets to other  programs,  in the event that the HCSP  contract  were not to
continue  for any reason.  In addition,  the Company  focuses on, and intends to
continue to build its subscriber base through,  consumers,  healthcare agencies,
health   maintenance   organizations,   durable  medical  equipment   providers,
retirement communities,  hospitals and other governmental agencies. In addition,
the Company is continuing to invest in new products, services, and initiatives.

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

Monthly recurring revenue for services ("MRR"),  increased  $598,939 for the six
months  ended June 30, 2002 as compared to the same period in 2001,  an increase
of 9%, and  increased  $285,665  for the three  months  ended  June 30,  2002 as
compared  to the same  period  in 2001,  an  increase  of 9%.  The  Company  has
experienced  continued success in growing its customer base outside the contract
with the City of New York (which has  experienced  a reduction  in the number of
subscribers)  through a variety of  marketing  efforts  that have  continued  to
contribute to increasing MRR. These efforts include  expansion into new regions,
competitive   conversions,   strategic  partnerships  with  healthcare  provider
systems,  and  additional  entry  into  Medicaid  reimbursed  marketplaces.   In
addition,  the Company has experienced growth in its OnCall telephone  answering
service business through its marketing efforts.

Costs related to services increased by $61,886 for the six months ended June 30,
2002 as  compared to the same  period in 2001,  an increase of 2% and  increased
$124,577 for the three months ended June 30, 2002 as compared to the same period
in 2001,  an increase of 8%.  Costs  related to  services,  as a  percentage  of
service  revenues,  for the six months ended June 30, 2002 and 2001 were 46% and
50%,  respectively.  The costs  related to services as a  percentage  of service
revenue decreased as a result of the costs of services remaining consistent with
prior


                                      -17-
<PAGE>

periods as certain increases in payroll,  telephone and other related items were
offset by a reduction in upgrading and repair expense, while revenues increased.

Selling,  general and administrative  expenses increased by $270,142 for the six
months  ended June 30, 2002 as compared to the same period in 2001,  an increase
of 8%. Selling,  general, and administrative  expenses expressed as a percentage
of total  revenues  was 49% for each of the six months  ended June 30,  2002 and
2001. Selling, general and administrative expenses increased by $144,109 for the
three  months  ended June 30, 2002 as  compared  to the same period in 2001,  an
increase of 9%. Selling,  general,  and  administrative  expenses expressed as a
percentage  of total  revenues for the three months ended June 30, 2002 and 2001
were 49% and 48%,  respectively.  The dollar  increase in  selling,  general and
administrative  expenses is  primarily  due to increased  commissions,  directly
related to increased sales, and the hiring of independent  consultants to assist
in advisory matters,  offset by a reduction in professional  fees. An additional
increase  is  due  to  the  hiring  of  personnel  and  incurring  research  and
development costs specifically relating to the HHN endeavor.

Interest expense for the six months ended June 30, 2002 and 2001 was $70,457 and
$121,571,  respectively.  Interest  expense for the three  months ended June 30,
2002 and 2001 was $34,620 and $55,536, respectively.  Interest expense decreased
due to  reduction  of  borrowing  levels  during 2002 as well as the decrease in
interest rates.

Other  income for the six months  ended June 30, 2002 and 2001 was  $171,554 and
$58,329, respectively. Other income for the three months ended June 30, 2002 and
2001 was $158,263 and 25,661,  respectively.  Other income  increased  due to an
insurance reimbursement and interest recorded on an officer's loan. The interest
was approximately $45,000 on this loan.

The Company's  income before provision for income taxes for the six months ended
June 30, 2002 was  $434,015 an increase  of $411,977  from 2001.  The  Company's
income  before  provision  for income  taxes for the three months ended June 30,
2002 was $281,244 an increase of $125,369  from 2001.  The increase in profit of
$411,977  for the six months  ended June 30,  2002  primarily  resulted  from an
increase in the Company's  revenues from  services,  an increase in other income
(an insurance  reimbursement)  and a decrease in interest expense,  offset by an
increase in selling, general and administrative costs.

                           PART II. OTHER INFORMATION

ITEM 2.  CHANGES IN SECURITIES AND USE OF PROCEEDS.

On April 22, 2002,  the Company,  through a private  placement,  issued  910,000
shares of Common  Stock,  and five year  warrants to purchase a total of 227,500
shares of Common  Stock at an  exercise  price of $3.80 per  share,  to  several
accredited  investors,  for an aggregate total cash consideration of $2,730,000.
In  addition,  in  connection  with such  issuances,  the Company  issued to its
placement  agent five year  warrants  to  purchase  91,000 and 22,750  shares of
Common Stock,  at an exercise price of $3.83 and $4.17 per share,  respectively.
All of these  issuances


                                      -18-
<PAGE>

were exempt from  registration  pursuant to Rule 506  promulgated  under Section
4(2) of the Securities Act of 1933, as amended.

ITEM 3.  LEGAL PROCEEDINGS.
         ------------------

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

On March 2, 2001  American  Medical  Alert  Corp.  was served with a Summons and
Complaint by a former employee seeking to recover damages for discrimination and
harassment  in  connection  with  her  employment  and the  alleged  termination
thereof.  The action is  pending  in the  Supreme  Court of Queens  County.  The
plaintiff  seeks to recover the sum of  $750,000  for  compensatory  damages and
$750,000 for punitive  damages.  Based on the facts known to them, the attorneys
representing   the  Company  believe  that  American  Medical  Alert  Corp.  has
meritorious  defenses  to the  complaint.  At the  present  time  the  Company's
insurance company has declined coverage although efforts to obtain a reversal of
the declination of coverage are ongoing.

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

(a)      Exhibits:

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

4.1         Stock and Warrant  Purchase  Agreement  dated as of March 27,  2002,
            between the Company and certain investors (incorporated by reference
            to the Company's  Registration  Statement on Form S-3 filed with the
            SEC on May 14, 2002).

4.2         Form of  Warrant  to  purchase  shares  of Common  Stock,  issued to
            certain  investors  (incorporated  by  reference  to  the  Company's
            Registration  Statement  on Form S-3  filed  with the SEC on May 14,
            2002).

99.1        Certification  pursuant to Section 906 of the  Sarbanes-Oxley Act of
            2002.

(b)      Reports on Form 8-K:

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

         On May 22, 2002 the Company filed a Current Report on Form 8-K relating
to Item 5, Other Events,  reporting  the issuance of a press release  announcing
the Company's signing of a $3,000,000 credit facility.



                                      -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: August 14, 2002                      By:  /s/ Howard M. Siegel
                                                 -----------------------------
                                                 Howard M. Siegel
                                                 President and Chief Executive
                                                 Officer


                                            By:  /s/ Richard Rallo
                                                 -----------------------------
                                                 Richard Rallo
                                                 Controller


                                      -20-
<PAGE>


                                  EXHIBIT INDEX

No.:               Description

4.1         Stock and Warrant  Purchase  Agreement  dated as of March 27,  2002,
            between the Company and certain investors (incorporated by reference
            to the Company's  Registration  Statement on Form S-3 filed with the
            SEC on May 14, 2002).

4.2         Form of  Warrant  to  purchase  shares  of Common  Stock,  issued to
            certain  investors  (incorporated  by  reference  to  the  Company's
            Registration  Statement  on Form S-3  filed  with the SEC on May 14,
            2002).

99.1        Certification  pursuant to Section 906 of the  Sarbanes-Oxley Act of
            2002.


                                      -21-