Table of Contents

# UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

# WASHINGTON, D. C. 20549

# Form10-QSB

[ x ]Quarterly report under
Section 13 or 15(d) of the Securities Exchange Act of 1934
For the quarterly period ended
June 30, 2004 or

[   ] Transition report under Section
13 or 15(d) of the Securities Exchange Act of 1934 
For the transition period from ______ to ______

1-9731(Commission file No.)

ARRHYTHMIA RESEARCH TECHNOLOGY, INC.
(Exact name of small business issuer as specified in its charter)

|DELAWARE                                                       | 72-0925679                          
|-------------------------------------------------------------- | ------------------------------------
|(State or other jurisdiction of incorporation or organization) | (I.R.S. employer identification no.)

25 Sawyer Passway 
Fitchburg, Massachusetts 01420(Address of
principal executive offices)

(978) 345-5000(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 Exchange Act during the
past 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.

As of July 31, 2004 there were
2,646,132 shares of the Companys common stock outstanding.

Transitional Small Business Disclosure Format    
Yes   No X

---

# ARRHYTHMIA RESEARCH
TECHNOLOGY, INC.

TABLE OF CONTENTS

FORM 10-QSB

June 30, 2004

|PART I  FINANCIAL INFORMATION                                                                                                   
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|PART II  OTHER INFORMATION                                                                                                      
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|                                                                                                                                 
|Exhibit 31.1
        Certification of Chief Executive Officer pursuant to section 302 of the Sarbanes-Oxley Act of
        2002 
|                                                                                                                                 
|Exhibit 31.2
        Certification of Chief Financial Officer pursuant to section 302 of the Sarbanes-Oxley Act of
        2002 
|                                                                                                                                 
|Exhibit 32.1 
        Certification of Chief Executive Officer pursuant to section 906 of
        the Sarbanes-Oxley Act of 2002
|                                                                                                                                 
|Exhibit 32.2
        Certification of Chief Financial Officer pursuant to section 906 of
        the Sarbanes-Oxley Act of 2002 

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# PART I  FINANCIAL
INFORMATION

# Item 1. Consolidated
Financial Statements

ARRHYTHMIA RESEARCH
TECHNOLOGY, INC. AND SUBSIDIARY

Consolidated Balance
Sheets

(Unaudited)

|ASSETS                                                            | June 30, |  | December 31,
|----------------------------------------------------------------- | -------- |  | ------------
|                                                                  | 2004     |  | 2003        
|Current assets:                                                   |          |  |             
|Cash and cash equivalents                                         |          |  | $           
|Trade and other accounts receivable, net
        of allowance for |          | 
|doubtful accounts
        of $8,960 and $15,173                   |          |  |             
|Inventories, net                                                  |          |  |             
|Deposits, prepaid expenses and other current
        assets       |          |  |             
|                                                                  |          |  |             
|Total current assets                                              |          |  |             
|                                                                 
|Property and equipment, net of accumulated depreciation of        |          | 
|$5,139,332 and $4,873,203                                         |          |  |             
|Goodwill                                                          |          |  |             
|Other intangible assets, net                                      |          |  |             
|Deferred income taxes, net                                        |          |  |             
|Other assets                                                      |          |  |             
|                                                                  |          |  |             
|Total assets                                                      |          |  | $           
|                                                                  |          |  |             

|LIABILITIES AND SHAREHOLDERS' EQUITY                                            |  |  |  
|------------------------------------------------------------------------------- |  |  | -
|                                                                               
|Current liabilities:                                                            |  | 
|Accounts payable                                                                |  |  | $
|Accrued expenses                                                                |  |  |  
|Accrued acquisition expenses                                                    |  |  |  
|Acquisition price payable                                                       |  |  |  
|                                                                                |  |  |  
|Total current liabilities                                                       |  |  |  
|                                                                                |  |  |  
|Shareholders' equity:                                                           |  | 
|Preferred stock, $1 par value; 2,000,000 shares
        authorized, none issued |  |  |  
|Common stock, $0.01 par value; 10,000,000 shares
        authorized,            |  | 
|3,926,491 shares and 3,917,491 shares
        issued                            |  |  |  
|Additional paid-in-capital                                                      |  |  |  
|Common stock held in treasury, 1,280,359 and
        1,287,918 shares at cost . |  |  |  
|Retained earnings                                                               |  |  |  
|                                                                                |  |  |  
|Total shareholders' equity                                                      |  |  |  
|                                                                                |  |  |  
|Total liabilities and shareholders'
        equity                              |  |  | $
|                                                                                |  |  |  

The
accompanying notes are an integral part of the consolidated financial statements.

---

ARRHYTHMIA RESEARCH
TECHNOLOGY, INC. AND SUBSIDIARY

Consolidated Statements
of Income

(Unaudited)

|                                       | Three Months Ended June 30, |  | Six Months Ended June 30,
|-------------------------------------- | --------------------------- |  | -------------------------
|
|Revenue                                |                             |  | $                        
|Cost of sales                          |                             |  |                          
|                                       |                             |  |                          
|Gross profit                           |                             |  |                          
|                                      
|Selling and marketing                  |                             |  |                          
|General and administrative             |                             |  |                          
|Research and development               |                             |  |                          
|                                       |                             |  |                          
|Income from operations                 |                             |  |                          
|                                       |                             |  |                          
|                                      
|Other income (expense)                 |                             | 
|Interest expense                       |                             |  |                          
|Other income, net                      |                             |  |                          
|                                       |                             |  |                          
|Other income and interest expense, net |                             |  |                          
|                                       |                             |  |                          
|Income before income taxes             |                             |  |                          
|                                      
|Income tax provision                   |                             |  |                          
|                                       |                             |  |                          
|Net income                             |                             |  | $                        
|                                       |                             |  |                          
|                                      
|Net income per share - basic           |                             |  | $                        
|                                       |                             |  |                          
|Net income per share - diluted         |                             |  | $                        
|                                       |                             |  |                          
|Cash dividends declared per share      |                             |  | $                        
|                                       |                             |  |                          
|Weighted average common shares         |                            
|outstanding - basic                    |                             |  |                          
|Weighted average common shares         |                             | 
|outstanding - diluted                  |                             |  |                          

The accompanying notes are an integral part of the consolidated financial statements.

---

ARRHYTHMIA RESEARCH
TECHNOLOGY, INC. AND SUBSIDIARY

Consolidated Statements
of Cash Flows

(Unaudited)

|                                                            | Six Months Ended June 30,
|----------------------------------------------------------- | -------------------------
|                                                            | 2004                     
|Cash flows from operating activities:                       |                          
|Net income                                                  |                          
|Adjustments to reconcile net income to net cash provided by |                          
|operating activities, net of effects of acquisition:        |                          
|Depreciation and amortization                               |                          
|Changes in operating assets and liabilities:                |                          
|Trade and other accounts receivable                         |                          
|Inventories                                                 |                          
|Deposits, prepaid expenses and other assets                 |                          
|Accounts payable and accrued expenses                       |                          
|                                                            |                          
|Net cash provided by operating activities                   |                          
|                                                            |                          
|Cash flows from investing activities:                       |                          
|Capital expenditures, net of disposals                      |                          
|Cash paid for acquisitions                                  |                          
|                                                            |                          
|Net cash used in investing activities                       |                          
|                                                            |                          
|Cash flows from financing activities:                       |                          
|Cash dividend paid                                          |                          
|Proceeds from the exercise of stock options and warrants    |                          
|Purchase of treasury stock                                  |                          
|                                                            |                          
|Net cash used in financing activities                       |                          
|                                                            |                          
|Net increase (decrease) in cash and cash equivalents        |                          
|Cash and cash equivalents at beginning of period            |                          
|                                                            |                          
|Cash and cash equivalents at end of period                  |                          
|                                                            |                          

|Supplemental Information:
|-------------------------

| | At
June 30, 2004 the company has $857 of dividends payable.
Included in the acquisition, $100,000 worth of treasury stock was issued.
Included in the acquisition is a payable for $546,000 with the seller.
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

The
accompanying notes are an integral part of the consolidated financial statements.

---

Notes to the Consolidated
Financial Statements

1. Basis of Presentation:

The
unaudited interim consolidated financial statements and related notes have been prepared
pursuant to the rules and regulations of the Securities and Exchange Commission.
Accordingly, certain information and footnote disclosures normally included in complete
financial statements prepared in accordance with generally accepted accounting principles
have been omitted pursuant to such rules and regulations. The accompanying unaudited
interim consolidated financial statements and related notes should be read in conjunction
with the consolidated financial statements and notes thereto included in the Arrhythmia
Research Technology, Inc. (the Company) Annual Report on
Form 10-KSB for the
year ended December 31, 2003.

The
information furnished reflects, in the opinion of the management of the Company, all
adjustments necessary for a fair presentation of the financial results for the interim
period presented.

Interim
results are subject to year-end adjustments and audit of year-end results by independent
certified public accountants.

2. Inventories:
        Inventories consist of the following as of:

|                | June 30, 2004 |  | December 31, 2003
|--------------- | ------------- |  | -----------------
|Raw materials   |               |  | $                
|Work-in-process |               |  |                  
|Finished goods  |               |  |                  
|                |               |  |                  
|Total           |               |  | $                
|                |               |  |                  

3. Stock-Based
Compensation:

The
Company accounts for stock options at intrinsic value in accordance with Accounting
Principles Board Opinion No. 25, Accounting for Stock Issued to
Employees(APB 25),and related interpretations. Had
compensation cost for the Companys stock options been determined based upon the fair
value at the grant date for awards under the plans consistent with the methodology
prescribed under Statement of Financial Accounting Standards No. 123,
Accounting for Stock-Based Compensation (SFAS 123), the
Companys net income would have been adjusted to the pro forma amounts indicated
below:

|                                       | Three months ended June 30, | Six months ended June 30,
|-------------------------------------- | --------------------------- | -------------------------
|                                       | 2004                        | 2003                     
|Net income - as reported               |                             |                          
|Deduct: Total stock-based compensation |                             |                          
|expense determined under fair          |                            
|value based method                     |                             |                          
|                                      
|Net income - pro forma                 |                             |                          
|                                      
|Basic earnings per share:              |                             |                          
|as reported                            |                             |                          
|pro forma                              |                             |                          
|Diluted earnings per share             |                             |                          
|as reported                            |                             |                          
|pro forma                              |                             |                          

4. Acquisition:

On
May 7, 2004, the Company issued a press release reporting that its wholly-owned
subsidiary, Micron Products, Inc., completed the purchase of substantially all of the
operating assets of privately-held Shrewsbury Molders Inc. formally known as New England
Molders, Inc. (NEMI) of Shrewsbury, Massachusetts. Micron paid NEMI a total
purchase price of $1,500,000, including $1,100,000 in cash and $400,000 in ART common
stock or cash at ARTs option. Micron funded the cash portion of the purchase out of
working capital. At closing $900,000 was paid, with the remaining required cash payment of
$200,000 due in 90 days subject to adjustments in current assets and selected assumed
liabilities. At closing 7,559 shares were issued to cover the first $100,000 stock
payment.  The price of the stock is the ten day average closing price prior to the payment date.
The remaining $300,000 payable in ART common stock or cash at our option is
payable in 3 equal payments at 90 day intervals. The purchase price has been allocated to
net assets acquired based on their estimated fair values. The preliminary valuation is
subject to further review which may result in adjustments to allocation of the purchase
price in the future. The Company has recorded approximately $18,300 in amortization
related to the acquired intangible assets from the date of the acquisition through June
30, 2004. New England Molders is a high quality custom injection molder with the majority
of its customer base in the medical industry. It will be a division of the wholly owned
subsidiary Micron Products, Inc.

---

The
Company expects to complete the move of the division into its newly renovated white room
molding facility located at its Fitchburg facility by the beginning of the fourth quarter
of 2004. The relocation will provide operation synergies and cost savings in manufacturing
and administration.

The
preliminary allocation of the purchase price of NEMI, based on the purchase prices
calculated for accounting purposes, is as follows:

|Current assets                            |  |  | $ | 390,602   |  
|----------------------------------------- |  |  | - | --------- | -
|Property, plant and equipment             |  |  |   | 821,219   |  
|Identified intangible assets              |  |  |   | 257,050   |  
|Goodwill                                  |  |  |   | 294,306   |  
|Assumed liabilities and transaction costs |  |  |   | (216,821  | )
|                                          | 
|                                          |  |  | $ | 1,546,356 |  
|                                          | 

Identified
intangible assets acquired in connection with the acquisition of NEMI consist primarily of
acquired contracts, customer relationships and non-compete agreements with key employees.
These intangible assets are amortized over their estimated useful lives of 1 to 8 years.

|                                    |  | Weighted Average
|----------------------------------- |  | ----------------
|
|Gross carrying amount:              |  |                 
|Acquired orders                     |  |                 
|Customer Relationships              |  |                 
|Key employee non-compete agreements |  |                 
|                                    |  |                 
|Total identified intangible assets  |  |                 
|                                    |  |                 
|Accumulated amortization:           |  |                 
|Acquired orders                     |  |                 
|Key employee non-compete agreements |  |                 
|                                    |  |                 
|Total accumulated amortization      |  |                 
|                                    |  |                 
|Identified intangible assets, net   |  |                 
|                                    |  |                 

(a) The
identified intangible asset customer relationships represents the weighted average profit
value of each customer relationship taking into account the rate of turnover. This
intangible asset will be tested for possible impairment at least annually. The estimated
annual amortization expense for 2004 will be $80,000, with an estimated $21,000 for each
year following.

The
unaudited pro forma and combined selected operating data are presented as if the
acquisition of NEMI had occurred on January 1, 2003.

|                                      | For the six months ended
|------------------------------------- | ------------------------
|                                      | June 30, 2003           
|Revenue                               |                         
|Operating Income                      |                         
|Net Income                            |                         
|                                      |                         
|Earning per share - basic and diluted |                         

---

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

Forward-Looking Statements

Any
forward looking statements made herein are based on current expectations of the Company,
involve a number of risks and uncertainties and should not be considered as guarantees of
future performance. The factors that could cause actual results to differ materially
include: interruptions or cancellation of existing contracts, impact of competitive
products and pricing, product demand and market acceptance, risks, the presence of
competitors with greater financial resources than the Company, product development and
commercialization risks, changing economic conditions in developing countries, and an
inability to arrange additional debt or equity financing. More information about factors
that potentially could affect the Companys financial results is included in the
Companys filings with the Securities and Exchange Commission, including its Annual
Report on Form 10-KSB
for the year ended December 31, 2003.

Results of Operations

Revenue
for the three months ended June 30, 2004 was $3,113,875 versus $1,939,635 for the quarter
ended June 30, 2003, an increase of 61%. The acquisition completed on May 7, 2004
contributed revenues of $377,661 in the partial period ended June 30, 2004. The remaining
increase in revenue of $796,579 in the quarter ending June 30, 2004 is due to continued
growth in the sensor product line, and increases in sales of other unique electrode
applications to our existing customer base. There were no significant sales of the
Companys signal-averaging ECG products in the second quarter 2004.

Revenue from domestic and foreign
sales for the first six months is as follows:

|              | Six Months Ending June 30,
|------------- | --------------------------
|              |                           
|Europe        |                           
|Canada        |                           
|United States |                           
|Pacific Rim   |                           
|Other         |                           
|              |                           
|Total         |                           
|              |                           

The shift in distribution of sales to the domestic market is a
result of the new division's higher percentage of domestic sales.

Cost of saleswas 61% of revenue for the three months ended June 30, 2004 compared to 62%
of revenue for the same period in 2003 and 62% for the six months ended June 30, 2004 and
2003. The process improvements made during the past year continue to contribute to the
stability of the cost to manufacture product. These programs instituted over the last 18
months continue to improve and maintain margins, and result in the more efficient use of
energy, materials and chemicals. The expansion of programs into the new division and its
relocation into an adjoining facility expected to occur in the fourth quarter of 2004
presents an opportunity for further cost control. These improvements have had significant
positive impact on the total cost of goods sold, and management continues to investigate
new methods to increase the overall gross margin without sacrificing product quality.

Selling  and  marketing  expense
was $77,411  for the three  months  ended June 30, 2004 as compared to $49,447 for the same
period in 2003.  The  increase  of $27,964 is  directly  attributable  to addition  sales  staff in the new  division.  The selling and
marketing expense was 2.5% of sales in three months ended June 30, 2004 as well as 2003.

General and
administrative expensewas $396,534 for the three months ended June 30,
2004 as compared to $297,572 for the same period in 2003. The increase of $98,962 is the
combination of some administrative expense with the new division and approximately $20,000
attributed to Sarbanes Oxley Act compliance. Management expects a decrease in general and
administrative expenses with the consolidation of office operations following the
relocation of the new division to the Fitchburg facilities.

---

Research and
development expensewas $32,317 for the three months ended June 30, 2004 as
compared to $2,208 for the same period in 2003. The increase of $30,109 in the second
quarter of 2004 was related to research expenditures related to ARTs principal
product, Predictor® 7 as well as research related to specialized unique electrode
sensor applications at Micron.

Other income (expense)was $4,825 of income for the three months ended June 30, 2004 as compared
to $5,713 of income in the same period of 2003. The decrease is attributed to decrease in
interest income associated with lower cash balances after the acquisition.

Income
taxes as a percent  of income  before  income  taxes  were 37% for the three and six  months  ended  June 30,  2004 as
compared to 28% for the three and six months ended June 30, 2003.  The reduction of the deferred tax asset valuation  allowance in the
year ended  December 31, 2003,  and the increase in pretax  earnings has increased the  provision  for income  taxes.  Management  will
continue to maximize any tax planning opportunities that could effectively reduce the Company's tax liability.

Liquidity and Capital Resources

Working
capital was $3,336,802 on June 30, 2004 compared to $4,122,793 at December 31, 2003, a
decrease of $785,991. The working capital requirements for the acquisition caused the
decrease. Capital investment could decrease working capital further with any significant
obligation resulting from another acquisition, significant expansion of production
capacity, a medical study, or further software development.

Net
capital expenditures were $545,312 for the first six months of 2004 as compared to
$202,559 for the same period in 2003. Capital expenditures in the first six months of 2004
include $208,000 incurred in the renovation of 45,000 square feet of space expected to be
partially occupied by the end of September 2004. The remaining capital expenditure
included $337,000 in new tools, production design technology, and machinery and equipment.

The
Companys stock buyback program announced in June of 2003 resulted in the use of
$438,640 of operating cash flows to acquire 148,200 shares of common stock in the first
nine months of 2003. There has been no stock buy back in the first six months of 2004.

The
Company negotiated the terms of a demand line of credit with a different bank than that of
the same period in 2003. The new bank has agreed to an unsecured $1,000,000 credit line.
This non-collateralized financial vehicle was in place in December of 2003. No funds have
been drawn down on the line as of June 30, 2004.

The
Company expects to meet cash demands with current operating cash flows for the foreseeable
future. On May 7, 2004, the Companys wholly-owned subsidiary,
Micron Products, Inc., completed the purchase of substantially all of the operating assets
of privately-held Shrewsbury Molders Inc. formally known as New England Molders, Inc.
(NEMI) of Shrewsbury, Massachusetts. Micron paid NEMI a total purchase price
of $1,500,000, including $1,100,000 in cash including $900,000 at closing and $200,000 due within 90 days
and $400,000 in ART common stock or cash at
ARTs option. Micron funded the cash portion of the purchase out of working capital.
The future cash payments required by the terms of this agreement are expected to be made
from the operating cash flows of Micron Products and its new division.

Critical Accounting Policies

The
preparation of financial statements and related disclosures in conformity with generally
accepted accounting principles requires management to make judgments, assumptions and
estimates that affect the amounts reported. Certain of these significant accounting
policies are considered to be critical accounting policies, as defined below.

A
critical accounting policy is defined as one that is both material to the presentation of
the Companys financial statements and requires management to make difficult,
subjective or complex judgments that could have a material effect on the Companys
financial condition and results of operations. Specifically, critical accounting estimates
have the following attributes: 1) the Company is required to make assumptions about
matters that are highly uncertain at the time of the estimate; and 2) different estimates
the Company could reasonably have used, or changes in the estimate that are reasonably
likely to occur, would have a material effect on the Companys financial condition or
results of operations.

---

Estimates
and assumptions about future events and their effects cannot be determined with certainty.
The Company bases its estimates on historical experience and on various other assumptions
believed to be applicable and reasonable under the circumstances. These estimates may
change as new events occur, as additional information is obtained and as the
Companys operating environment changes. These changes have historically been minor
and have been included in the consolidated financial statements as soon as they became
known. In addition, management is periodically faced with uncertainties, the outcomes of
which are not within its control and will not be known for prolonged periods of time.
These uncertainties are discussed in the section above entitled Forward-looking
Statements. Based on a critical assessment of its accounting policies and the
underlying judgments and uncertainties affecting the application of those policies,
management believes that the Companys consolidated financial statements are fairly
stated in accordance with generally accepted accounting principles, and present a
meaningful presentation of the Companys financial condition and results of
operations.

Management
believes that the following are critical accounting policies:

Revenue Recognition
and Accounts Receivable

Revenues
from the sale of products are recorded when the product is shipped, title and risk of loss
have transferred to the purchaser, payment terms are fixed or determinable and payment is
reasonably assured.

Based
on managements on-going analysis of accounts receivable balances, and after the
initial recognition of the revenue, if an event occurs which adversely affects the
ultimate collectibility of the related receivable, management will record an allowance for
the bad debt. Bad debts have not had a significant impact on our financial condition,
results of operations or cash flows.

Inventory and
Inventory Reserves

The
Company values its inventory at the lower of cost or market. The Company reviews its
inventory for quantities in excess of production requirements, obsolescence and for
compliance with internal quality specifications. Any adjustments to inventory would be
equal to the difference between the cost of inventory and the estimated net market value
based upon assumptions about future demand, market conditions and expected cost to
distribute those products to market. If actual market conditions are less favorable than
those projected by management, additional inventory reserves may be required.

The
Company maintains a reserve for excess, slow moving, and obsolete inventory as well as
inventory with a carrying value in excess of its net realizable value. A review of
inventory on hand is made at least annually and a provision for excess, slow moving, and
obsolete inventory is recorded. The review is based on several factors including a current
assessment of future product demand, historical experience, and product expiration.

Deferred Tax Assets

The
Company previously recorded a valuation allowance to reduce its deferred tax assets to the
amount that is more likely than not to be realized. While the Company has considered
future taxable income and ongoing prudent and feasible tax planning strategies in
assessing the need for the valuation allowance, the Company determined in 2003 that it
would be able to realize its deferred tax assets in the future faster than expected, an
adjustment to the deferred tax asset was made and an increase to income in the period. At
this time the Company does not have a valuation allowance on its deferred tax assets.

Asset Impairment
 Goodwill

The Company
reviews the valuation of goodwill and intangible assets to assess potential impairments
on an annual basis.
The management evaluates the carrying value of goodwill and other intangible assets in
accordance with the guidelines set forth in SFAS 142. The value assigned to intangible
assets is determined by a valuation based on estimates and judgment regarding expectations
for the success and life cycle of products acquired. To test for impairment, a present value of an
estimate of future cash flows related to the intangible asset are calculated compared to
the value of the intangible asset. Impairment may have a material adverse effect on the
Companys financial condition or results of operations. There was no impairment at June 30, 2004.

Asset Impairment
 Long Lived Assets

The Company
assesses the impairment of long-lived assets whenever events or changes in circumstances
indicate that the carrying value may not be fully recoverable. When it is determined that
the carrying value of such assets may not be recoverable, the Company generally measures
any impairment on a projected discounted cash flow method using a discount rate determined
by our management to be commensurate with the risk inherent in our current business model.

---

# Item 3. Controls and Procedures

As
of the end of the period covered by this interim report on Form 10-QSB, the Company
carried out, under the supervision of, and with the participation of the Companys
Chief Executive Officer and Chief Financial Officer (the Certifying Officers),
an evaluation of the effectiveness of its disclosure controls and procedures
(as the term is defined under Rules 13a15(e) and 15d15(e) promulgated under
the Securities Exchange Act of 1934 as amended (the Exchange Act)). Based on
this evaluation, the Certifying Officers have concluded that the Companys disclosure
controls and procedures were effective to ensure that material information required to be
disclosed in the Companys filings under the Exchange Act with respect to the Company
and its consolidated subsidiaries is recorded, processed, summarized and reported on a
timely basis in order to comply with the Companys disclosure obligations under the
Exchange Act and the rules and regulations promulgated thereunder.

Further,
there were no changes in the Companys internal control over financial reporting
during the Companys second fiscal quarter that materially affected, or are reasonably
likely to materially affect, the Companys internal control over financial reporting.

# PART II  OTHER INFORMATION

# Item 2.  Changes in Securities and Small Business Issuer
        Purchases of Equity Securities.

(c)
        The Company, as previously reported, in connection with the  acquisition of the operating assets of Shrewsbury Molders, Inc. issued
        on or about May 7, 2004, as partial consideration for the assets,
        an aggregate of 7,559 unregistered shares of its common stock,
          par value $0.01 per share, with a value of $100,000 from shares held in treasury.
         In connection with the issuance, the
          Company relied upon the exemption from registration pursuant to Regulation D
          promulgated under the Securities Act of 1933.

# Item 4.  Submission of Matters to a Vote of Security
        Holders.

| | On May 14, 2004, the Company held
        its 2004 Annual Meeting of Stockholders. The following is a tabulation of the voting on the proposals presented at the
        Annual Meeting.
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | Proposal 1; | The following nominee was elected as a Class III director, to serve for three years and
until his successor has been duly elected and qualified:
| | ----------- | ------------------------------------------------------------------------------------------------------------------------------------------------

|               | Shares Voted For | Shares Withheld | Broker Non-Votes
|-------------- | ---------------- | --------------- | ----------------
|Paul F. Walter | 2,411,191        | 5,576           | 221,806         
|              

| | The terms of office of
James E. Rouse and Russell C. Chambers (Class I directors) and E.P.
Marinos and Julius Tabin (Class II directors) continued after the Annual Meeting.
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | Proposal 2; | The appointment of BDO Seidman, LLP as the Companys independent certified public
accountants for the year ending December 31, 2004 was ratified.
| | ----------- | -------------------------------------------------------------------------------------------------------------------------------------------------

|Shares Voted For | Shares Withheld | Shares Abstaining | Broker Non-Votes
|---------------- | --------------- | ----------------- | ----------------
|2,409,131        | 4,686           | 2,950             | 221,806         
|                

---

# Item 6.  Exhibits and
Reports on Form 8-K

| | (a) | Exhibits                                                                                                      |                                                                                               
| | --- | ------------------------------------------------------------------------------------------------------------- | ----------------------------------------------------------------------------------------------
|
| |     | Exhibit 31.1 
        Certification of the CEO pursuant to Rule 13a-14(a) or Rule 15(d)-14(a) on page X-1.  
|
| |     | Exhibit 31.2
        Certification of the CFO pursuant to Rule 13a-14(a) or Rule 15(d)-14(a) on page X-2.   
|
| |     | Exhibit 32.1  Certification
        pursuant to 18 U.S.C. §1350 as adopted pursuant to Section 906 of the   
| |     |                                                                                                               | Sarbanes-Oxley Act of 2002 on page X-3.                                                       
|
| |     | Exhibit 32.2 
        Certification pursuant to 18 U.S.C. §1350 as adopted pursuant to Section 906 of the   
| |     |                                                                                                               | Sarbanes-Oxley Act of 2002 on page X-4.                                                       
|
| | (b) | Reports filed in the
        second quarter on Form 8-K                                                      
|
| |     | 1.   On May 13, 2004 the
        Company filed a current report on Form 8-K reporting the issuance of a press
| |     |                                                                                                               | release announcing its financial results for the
        1st quarter ended March 31, 2004.    
|
| |     | 2.   On May 21, 2004
        the Company filed a current report on Form 8-K reporting the acquisition of the 
| |     |                                                                                                               | selected  operating  assets of
        Shrewsbury  Molders Inc.  formerly known as New England
| |     |                                                                                                               | Molders,  Inc.  
        No financial  statements were included in the report.                

# SIGNATURES

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

| | ARRHYTHMIA RESEARCH TECHNOLOGY, INC.        
| | --------------------------------------------
|
| | By:      
        /s/ James E. Rouse        
| | James E. Rouse                              
| | President and Chief Executive Officer       
| | (Principal Executive Officer)               
|
|
| | By:      
        /s/ David A. Garrison     
| | David A. Garrison                           
| | Chief Financial Officer                     
| | (Principal Financial and Accounting Officer)

August 16, 2004