**Thefollowing items were the subject of a Form 12b-25and are included herein:Exhibits 10.3 and 10.4, under Part II, Item 6**

 

 

**UNITED STATESSECURITIES AND EXCHANGE COMMISSION**

**WASHINGTON,D.C. 20549**

 

**FORM 10-QSB/A**

 

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

 

**For Quarter Ended September 30,2005**

 

**Commission File Number 1-8635**

 

**AMERICAN MEDICAL ALERT CORP.**

(Exact Name ofRegistrant as Specified in its Charter)

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

 

**3265Lawson Boulevard, Oceanside, New York 11572**

(Address ofprincipal executive offices)

(Zip Code)

 

**(516) 536-5850**

(Registrant’stelephone number, including area code)

 

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

 

Indicate the number ofshares outstanding of each of the issuer’s classes of common stock, as of thelatest practicable date: 8,694,092 shares of $.01 par value common stock as of November 9,2005.

 

 

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**EXPLANATORY NOTE**

 

This amendment to Form 10-QSB is being filedpursuant to Rule 12b-25 in order to include Exhibits 10.3 and 10.4 in theCompany’s Form 10-QSB for the quarter ended September 30, 2005, whichwas filed with the SEC on November 14, 2005.  In addition, the Form 10-QSB is beingamended to include as an exhibit the text of an amendment to the Company’s 2005Stock Incentive Plan.

 

**PART II - OTHER INFORMATION**

 

**Item 6.  Exhibits.**

 
| **No.**  | ** ** | **Description**                                                                                                                                                                                                                                                                   |
|----------|------------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|     |       |                                                                                                                                                                                                                                                                              |
| 10.1     |       | Employment Agreement  between the Company and Jack Rhian, dated November 11, 2005  (Incorporated by reference to Exhibit 10.1 to the Company’s Form 10-QSB  for the quarter ended September 30, 2005 and filed with the SEC on November 14,  2005). |
| 10.2 (i) |       | 2005 Stock Incentive Plan  (incorporated by reference to the Company’s Proxy Statement filed with the  SEC on June 30, 2005).                                                                                                                                           |
| 10.2(ii) |       | Text of amendment to 2005  Stock Incentive Plan.                                                                                                                                                                                                                                  |
| 10.3     |       | Lease for certain premises  located at 36-36 33rd Street, Long Island City, NY, dated August 10,  2005, between the Company and Garden Spires Associates, LP.                                                                                                                |
| 10.4     |       | Lease for certain premises  located at 36-36 33rd Street, Long Island City, NY, dated October 25,  2005, between the Company and Garden Spires Associates, LP.                                                                                                               |
| 31.1     |       | Certification of CEO Pursuant to Section 302 of  the Sarbanes Oxley Act of 2002                                                                                                                                                                                              |
| 31.2     |       | Certification of President Pursuant to Section 302  of the Sarbanes Oxley Act of 2002                                                                                                                                                                                        |
| 31.3     |       | Certification of CFO Pursuant to Section 302 of  the Sarbanes Oxley Act of 2002                                                                                                                                                                                              |
| 32.1     |       | Certification of CEO Pursuant to Section 906 of  the Sarbanes Oxley Act of 2002                                                                                                                                                                                              |
| 32.2     |       | Certification of President Pursuant to Section 906  of the Sarbanes Oxley Act of 2002                                                                                                                                                                                        |
| 32.3     |       | Certification of CFO Pursuant to Section 906 of  the Sarbanes Oxley Act of 2002                                                                                                                                                                                              |

 

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**SIGNATURES**

 

Pursuant to the requirements of the SecuritiesExchange Act of 1934, the Company has duly caused this report to be signed onits behalf by the undersigned thereunto duly authorized.

 

 
|                           | **AMERICAN MEDICAL ALERT CORP.** |
|--------------------------------|----------------------------------|
|                           |                             |
|                           |                             |
| Dated: November 17,  2005 |                             |  By: |   /s/ Howard  M. Siegel |   |
|                           |                             | Name: Howard M. Siegel |
|                           |                             | Title: Chairman of the Board,  Chief Executive Officer |
|                           |                             |
|                           |                             |
|                           | By:                              |   /s/ Richard  Rallo |   |
|                           |                             | Name: Richard Rallo |
|                           |                             | Title: Chief Financial  Officer |
|                                |                                  |  |  |  |  |

 

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