# UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

# WASHINGTON, D. C. 20549

# FORM 10-QSB

[ x ]Quarterly report under
Section 13 or 15(d) of the Securities Exchange Act of 1934        
For the quarterly period ended
September 30, 2003 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
XNo___.

As of October 24, 2003 there were
2,603,213 shares of the Companys common stock outstanding.

Transitional Small Business Disclosure
        Format    Yes___ NoX.

---

|ARRHYTHMIA RESEARCH TECHNOLOGY, INC.TABLE OF CONTENTS
FORM 10-QSB
September 30, 2003         
|---------------------------------------------------------------------------------------------
|PART I - FINANCIAL INFORMATION                                                               
|Item 1.  Consolidated Financial Statements                                                   
|Consolidated Balance Sheets                                                                  
|Consolidated Statements of Income                                                            
|Consolidated Statements of Cash Flows                                                        
|Notes to the Consolidated Financial Statements                                               
|Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations
|Item 3.  Controls and Procedures                                                             
|PART II - OTHER INFORMATION                                                                  
|Item 6.  Exhibits and Reports on
        Form 8-K                                            
|SIGNATURES                                                                                   

|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 and
        Chief Financial Officer pursuant to section 906 of   
|the Sarbanes-Oxley Act of 2002                                                                                            | 

---

# PART I  FINANCIAL
INFORMATION

# Item 1. Consolidated
Financial Statements

ARRHYTHMIA RESEARCH
TECHNOLOGY, INC. AND SUBSIDIARY

Consolidated Balance
Sheets

(Unaudited)

|ASSETS                                                                  | September 30, | December 31,
|----------------------------------------------------------------------- | ------------- | ------------
|
|                                                                        |               |             
|Current assets:                                                         |               |             
|Cash and cash
        equivalents                                       |               |             
|Trade and other accounts receivable, net of allowance for               |               |             
|doubtful accounts of $39,000                                            |               |             
|Inventories, net                                                        |               |             
|Deposits, prepaid expenses and other current assets                     |               |             
|                                                                        |               |             
|Total current assets                                                    |               |             
|                                                                        |               |             
|Property and equipment, net of
        accumulated depreciation of      |               |             
|$4,751,497 and $4,408,096                                               |               |             
|Goodwill                                                                |               |             
|Deferred income taxes, net                                              |               |             
|Other assets                                                            |               |             
|                                                                        |               |             
|Total assets                                                            |               |             
|                                                                        |               |             
|LIABILITIES AND
        SHAREHOLDERS' EQUITY                            |               |             
|                                                                        |               |             
|Current liabilities:                                                    |               |             
|Accounts payable                                                        |               |             
|Accrued expenses                                                        |               |             
|                                                                        |               |             
|Total current liabilities                                               |               |             
|                                                                        |               |             
|Shareholders' equity:                                                   |               |             
|Preferred stock, $1 par value; 2,000,000 shares authorized, none issued |               |             
|Common stock, $.01 par value; 10,000,000 shares authorized,             |               |             
|3,891,131 shares and 3,888,131 shares issued                            |               |             
|Additional paid-in-capital                                              |               |             
|Common stock held in treasury, 1,287,918 and 1,139,718 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 Sept. 30, | Nine Months Ended Sept. 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                            |                              |                            
|                                                             |                              |                            
|Income before income taxes
        and cumulative effect of  |                              |                            
|change in accounting principle                               |                              |                            
|Income tax provision                                         |                              |                            
|                                                             |                              |                            
|Income before cumulative effect
        of change in         |                              |                            
|accounting principle                                         |                              |                            
|Cumulative effect of change in                               |                              |                            
|accounting principle,
        net of tax                     |                              |                            
|                                                             |                              |                            
|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)

|                                                                   | Nine Months Ended Sept. 30,
|------------------------------------------------------------------ | ---------------------------
|
|                                                                   |                            
|Cash flows from operating activities:                              |                            
|Net income                                                         |                            
|Adjustments to reconcile net income
        to net cash            |                            
|provided by operating activities:                                  |                            
|Cumulative effect of change in accounting principle                |                            
|Depreciation                                                       |                            
|Amortization                                                       |                            
|Deferred income tax provision                                      |                            
|Changes in 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                             |                            
|                                                                   |                            
|Net cash used in investing activities                              |                            
|                                                                   |                            
|Cash flows from financing activities:                              |                            
|Payment of bond                                                    |                            
|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                         |                            
|                                                                   |                            
|Non-cash financing and investing activities                        |                            
|At September 30, 2003 the company has $3,125 of dividends payable. |                            

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-K for the year ended December 31,
2002.

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:

|                |  | September 30, |   | December 31,
|--------------- |  | ------------- | - | ------------
|
|                |  |               |  
|Raw materials   |  |               | $ | 252,940     
|Work-in-process |  |               |   | 306,973     
|Finished goods  |  |               |   | 530,917     
|                |  |               |  
|Total           |  |               | $ | 1,090,830   
|                |  |               |  

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 Sept. 30, | Nine months ended Sept. 30,
|-------------------------------------- | ---------------------------- | ---------------------------
|
|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. Goodwill:

Effective
January 1, 2002 the Company adopted the Financial Accounting Standards Board Statements
of Financial Accounting Standards No.141, Business Combinations
(SFAS 141) and No. 142, Goodwill and Other Intangible
Assets (SFAS 142). SFAS 141 requires the use of the purchase method
of accounting and prohibits the use of the pooling-of-interest method of accounting for
business combinations initiated after June 30, 2001. SFAS 141 also requires that the
Company recognize acquired intangible assets apart from goodwill if the acquired
intangible assets meet certain criteria. SFAS 141 applies to all business combinations
initiated after June 30, 2001 and for purchase business combinations completed on or after
July 1, 2001. It also requires, upon adoption of SFAS 142, that the Company reclassify the
carrying amounts of intangible assets and goodwill based on the criteria in SFAS 141.

---

SFAS
142 requires, among other things, that companies no longer amortize goodwill, but instead
test goodwill for impairment at least annually. In addition, SFAS 142 requires that the
Company identify reporting units for the purpose of assessing potential future impairments
of goodwill, reassess the useful lives of other existing recognized intangible assets, and
cease amortization of intangible assets with an indefinite useful life. An intangible
asset with an indefinite useful life should be tested for impairment in accordance with
the guidelines in SFAS 142. SFAS 142 is required to be applied to all goodwill and other
intangible assets regardless of when those assets were initially recognized.

As
of January 1, 2002, the Companys goodwill of $1,326,000 was composed of $82,000
associated with attaching machines and machine parts purchased from Newmark, Inc. in 1997
and $1,244,000 associated with the acquisition of Micron Products, Inc. in 1992. As a
result of the transitional impairment tests, the goodwill associated with the Newmark
agreement was determined to be impaired as determined by using the present value of future
cash flows solely related to attaching machines. The balance of $82,000 ($57,000 net of
tax) was reported as the cumulative effect of change in accounting principle for the three
months ended March 31, 2002. The diminishing number of leases and sales of attaching
machines used for the assembly of disposable medical electrodes in this mature industry
lead to the impairment of Newmark goodwill.

The
effect on reported net income due to the cumulative effect of change in accounting
principle and the discontinuance of goodwill amortization is as follows:

|                                                                  | Nine months ended Sept. 30,
|----------------------------------------------------------------- | ---------------------------
|
|                                                                  |                            
|Reported net income                                               |                            
|Cumulative effect of change in
        accounting principle       |                            
|Goodwill amortization                                             |                            
|                                                                  |                            
|Adjusted net income before
        cumulative effect of change    |                            
|in accounting principle and discontinuance of                     |                            
|goodwill amortization                                             |                            
|                                                                  |                            
|Earnings per share (basic) as
        reported                    |                            
|Cumulative effect of change
        in accounting principle       |                            
|Goodwill amortization                                             |                            
|                                                                  |                            
|Earnings per share (basic) before
        cumulative effect of    |                            
|change in accounting principle
        and                        |                            
|discontinuance of goodwill amortization                           |                            
|                                                                  |                            
|Earnings per share (dilutive) as
        reported                 |                            
|Cumulative effect of change in
        accounting principle       |                            
|Goodwill amortization                                             |                            
|                                                                  |                            
|Earnings per share (dilutive) before
        cumulative effect of |                            
|change in accounting principle and                                |                            
|discontinuance of goodwill amortization                           |                            
|                                                                  |                            

5. Recent Accounting
Pronouncements:

In April 2003, the Financial Accounting Standards Board issued Statement of Financial
Accounting Standards No. 149, Amendment of Statement 133 on Derivative
Instruments and Hedging Activities (SFAS 149). This statement amends
and clarifies financial accounting and reporting for derivative instruments, including
certain derivative instruments embedded in other contracts (collectively referred to as
derivatives) and for hedging activities under Statement of Financial Accounting Standards
No. 133, Accounting for Derivative Instruments and Hedging Activities
(SFAS 133). The adoption of SFAS No. 149 did not have a material impact on Companys
financial position or results of operations.

In May 2003, the Financial Accounting Standards Board issued Statement of Financial
Accounting Standards No. 150, Accounting for Certain Financial Instruments with
Characteristics of both Liabilities and Equity (SFAS 150). This
statement establishes standards for an issuer to classify and measure certain financial
instruments with characteristics of both liabilities and equity. It requires an issuer to
classify a financial instrument that meets certain characteristics as a liability (or an
asset in some circumstances). The adoption of SFAS No. 150 did not have a material impact
on the Companys financial position or results of operations.

---

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 counties, 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-K for the year ended December 31, 2002

Results of Operations

Revenue
for the quarter ended September 30, 2003 was $1,975,049 versus $1,630,427 for the quarter
ended September 30, 2002, an increase of 21.1%. The increase in revenue in the third
quarter is due to continued growth in the radio translucent sensor product line, increases
in other unique electrode applications to our existing customer base, and the expansion of
sensor sales in underdeveloped geographic markets which the Company anticipates will
continue to grow with the improvement of the medical infrastructure in emerging markets.
There were no significant sales of the Companys signal-averaging ECG products in the
third quarter 2003.

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

|              | Nine Months Ending September 30,
|------------- | --------------------------------
|
|              |                                 
|United States |                                 
|Canada        |                                 
|Europe        |                                 
|Other Foreign |                                 
|              |                                 
|Total         |                                 
|              |                                 

Cost of sales was 63% of revenue for the
        quarter  ended  September 30, 2003 compared to 66% of revenues for the same period in 2002.  The
        reduction was directly  attributable  to lower  manufacturing  costs.  Continued  favorable  raw
        material  pricing,  process improvements and changes resulting in the more efficient use of energy,
        materials and chemicals  continue to have a significant impact on the total cost of goods sold.

Selling and marketing expense continued
        at a similar cost in the third quarter of 2003 when compared to the third quarter of 2002.

General and  administrative expense was
        $24,126  lower in the third  quarter of 2003  compared to the third  quarter of 2002.  This decrease
        can not be attributed to any single cost reduction, but the cumulative effect of management's cost
        containment programs.

Research and development expense was
        $15,049 lower in the third quarter of 2003 compared to the third quarter of 2002 as the
        conversion and  enhancements to ART's principal  product,  Predictor®7 were completed in 2002.
        Additional research and development expenses are planned for the last three months of 2003.

Other income (expense) was  $31,845
        higher in the third  quarter of 2003  compared to third  quarter of 2002.  Most of the
        increase is attributed  to the  collection of a $21,000 note that had been written off in December
        2001.  The original  payment was in the form of a note  receivable,  while  the  collection
        included  interest  income  owed.  Other  income  is  derived  from  income on investments and
        expenses associated with royalties.

Income taxes as a percent of income before
        income taxes and cumulative  effect of change in accounting  principle (net of tax) were 31% and
        11% for the quarters  ended  September  30, 2003 and 2002,  respectively.  The lower tax rate in
        2002 can be attributed to reductions in the deferred tax asset valuation allowance.

For a discussion of the cumulative effect of a change in accounting principle on the results
        for the nine months of fiscal 2003 versus fiscal 2002, and the effect of stock based
        compensation to the net income on a pro forma basis for fiscal year 2002 and 2003 see
        Notes to the Consolidated Financial Statements.

---

Liquidity and Capital Resources

Working capital was $3,841,403 at September 30, 2003 compared to $3,577,424 at
        December 31, 2002,an increase of $263,979. An increase of $324,587 in the cash balance and
        $368,689 in trade receivables was offset by a slight decrease in inventories and a large
        increase in accrued expenses primarily taxes payable. The change in receivables related to
        the increase in sales volume.

Net
capital expenditures were $408,787 for the first nine months of 2003 as compared to
$247,144 for the same period in 2002. Capital expenditures in 2003 include $88,619
incurred in renovating 45,000 square feet of space expected to be completed in the first
quarter of 2004, and $320,168 in new tools, equipment and machinery.

In
addition, the Companys stock buyback programs announced in December of 2002 and 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. The purchase of shares during the first
nine months of 2003 compares with annual totals of $730,837 (270,413 shares) in 2002, and
$702,615 (305,859 shares) in 2001.

The
Companys $1,000,000 revolving credit line with a bank was terminated at our option
in July 2003. The Company is presently negotiating the terms of another revolving credit
facility with a different bank. The new bank has agreed in principle to an unsecured
$1,000,000 credit line, subject to final negotiation of detailed terms and conditions.
This non-collateralized financial vehicle is expected to be in place before year-end.

The
Company expects to meet cash demands with current operating cash flows for the foreseeable
future.

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 records 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, in the event the Company were to determine that it would be able
to realize its deferred tax assets in the future in excess of its net recorded amount, an
adjustment to the deferred tax asset would increase income in the period such a
determination was made.

Asset Impairment
 Goodwill

The Company
reviews the valuation of goodwill and intangible assets to assess potential impairments.
The management reassesses the useful lives 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 from Micron Products Inc. or others in the future.
If the actual sale of products and market acceptance differs significantly from the
estimates, management may be required to record an impairment charge to write down the
asset to its realizable value. 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.

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

Within
ninety days prior to the filing date of this report, the Disclosure Committee, which is
comprised of James E. Rouse as President and Chief Executive Officer and David A. Garrison
as Chief Financial Officer, evaluated the effectiveness of the Companys disclosure
controls and procedures. Under rules promulgated by the SEC, disclosure controls and
procedures are defined as those controls and other procedures of an issuer that are
designed to ensure that information required to be disclosed by the issuer in the reports
that it files or submits under the Securities Exchange Act of 1934 is recorded, processed,
summarized and reported, within the time periods specified in the Commissions rules
and forms. Based on the evaluation of the Companys disclosure controls and
procedures, it was determined that such controls and procedures were effective as of the
end of the period covered by this report.

Further,
there were no changes in the Companys internal control over financial reporting that
occurred during the Companys most recent fiscal quarter that has materially
affected, or is reasonably likely to materially affect, the Companys internal
control over financial reporting. It should be noted that the design of any system of
controls is based on assumptions about future events, and there can be no assurance that
any design will succeed under all future conditions.

---

# PART II  OTHER
INFORMATION

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

(a)   Exhibits

| | Exhibit | 31.1  Certification of Chief Executive Officer pursuant to section 302 of the
Sarbanes-Oxley Act of 2002 on page X-1.
| | ------- | ----------------------------------------------------------------------------------------------------------------------

| | Exhibit | 31.2  Certification of Chief Financial Officer pursuant to section 302 of the
Sarbanes-Oxley Act of 2002 on page X-2.
| | ------- | ----------------------------------------------------------------------------------------------------------------------

| | Exhibit | 32.1  Certification of Chief Executive Officer and Chief Financial Officer pursuant
to section 906 of the Sarbanes-Oxley Act of 2002 on page X-3.
| | ------- | --------------------------------------------------------------------------------------------------------------------------------------------------

(b)   
Reports filed in the third quarter on Form 8-K

| | 1. | On August 7, 2003 the company filed a current report on
        form 8-Kreporting the issuance of a press
        release announcing financial information for the second quarter of 2003 and the issuance of a
        press release announcing the declaration of a cash dividend.
| | -- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

# 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)
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

November 5, 2003