# UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

# WASHINGTON, D. C. 20549

# FORM 10-QSB

[ x ]Quarterly report
pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly
period ended June 30, 2003 or

[    ] Transition report pursuant to
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 office and zip code)

# (978) 345-5000
(Registrant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 August 5, 2003 there were
2,600,213 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, 2003              
|---------------------------------------------------------------------------------------------
|PART I - FINANCIAL INFORMATION                                                               
|Item 1.  Consolidated Financial Statements                                                   
|Consolidated Balance Sheets                                                                  
|Consolidated Statements of Income                                                            
|Consolidated Statements of Changes in Shareholders' Equity                                   
|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
|Critical Accounting Policies                                                                 
|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                             | X-1
|--------------------------------------------------------------------------------------------------------------------------------------------- | ---
|Exhibit 31.2  Certification of
Chief Financial Officer pursuant to section 302 of the Sarbanes-Oxley Act of 2002                             | 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 | X-3

2

---

# PART I  FINANCIAL
INFORMATION

# Item 1. Consolidated
Financial Statements

ARRHYTHMIA RESEARCH TECHNOLOGY, INC. AND SUBSIDIARY
Consolidated Balance Sheets(Unaudited)

|ASSETS                                                     | June 30,
2003 | December 31,
2002
|---------------------------------------------------------- | ------------- | -----------------
|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 |               |                  
|$4,626,288 and $4,408,096                                  |               |                  
|Goodwill                                                   |               |                  
|Deferred income taxes, net                                 |               |                  
|                                                           |               |                  
|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, 3,888,131 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 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                                    |                             |                          
|                                                     |                             |                          
|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                         |                             |                          
|                                                     |                             |                          
|Weighted average common shares outstanding - basic   |                             |                          
|                                                     |                             |                          
|Net income per share - dilutive                      |                             |                          
|                                                     |                             |                          
|Weighted average common shares outstanding -dilutive |                             |                          
|                                                     |                             |                          

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

---

# ARRHYTHMIA RESEARCH TECHNOLOGY, INC. AND SUBSIDIARY
Consolidated Statements of Changes in Shareholders' Equity(Unaudited)

|                           | Common Shares | Additional |  |          
|-------------------------- | ------------- | ---------- |  | ---------
|
|
|December 31, 2001          |               |            |  | 3,758,181
|Exercise of stock options  |               |           
|and warrants               |               |            |  | 129,950  
|Treasury stock purchase of |               |           
|270,413 shares             |               |            |  | -        
|Net income                 |               |            |  | -        
|                           |               |            |  |          
|December 31, 2002          |               |            |  | 3,888,131
|Treasury stock purchase of |               |           
|148,200 shares             |               |            |  | -        
|Net income                 |               |            |  | -        
|                           |               |            |  |          
|June 30, 2003              |               |            |  | 3,888,131
|                           |               |            |  |          

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,
|------------------------------------------------------------ | -------------------------
|
|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                                              |                          
|Issuance of common stock                                     |                          
|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           |                          
|                                                             |                          

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 Companys most recent Annual
Report on Form 10-K for the year ended December 31, 2002. 

         The information  furnished reflects, in the opinion of the
management of Arrhythmia Research  Technology,  Inc. ("ART"), 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:

|               
|---------------
|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, 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,
|--------------------------------------------------------------------------------------- | --------------------------- | -------------------------
|
|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 FASB 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 machine assets 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:

|                                                          | Six months ended June,
|--------------------------------------------------------- | ----------------------
|
|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 and dilutive) as reported       |                       
|Cumulative effect of change in accounting principle       |                       
|Goodwill amortization                                     |                       
|                                                          |                       
|Earnings per share (basic and dilutive) before cumulative |                       
|effect of change in accounting principle and              |                       
|discontinuance of goodwill amortization                   |                       
|                                                          |                       

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. These
statements are made under the Safe Harbor Provisions of the Private Securities Litigation
Reform Act of 1995. 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 and an inability to arrange additional debt or equity financing.

Results of Operations

Revenue
for the quarter ended June 30, 2003 was $1,939,635 versus $1,832,237 for the quarter ended
June 30, 2002, an increase of 5.9%. The increase in revenue in the second quarter is due
to growth in the radio translucent product line. There were no significant sales of the
Companys signal-averaging ECG products in the second quarter 2003 similar to that of
2002.

---

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

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

Cost of saleswas 62% of revenue for the quarter ended June 30, 2003 compared to 68% for
the same period in 2002. The reduction in the second quarter of 2003 was directly
attributable to lower manufacturing costs. More favorable raw material pricing, process
improvements and changes resulting in the more efficient use of energy, raw 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 second  quarter of 2003 when compared to the second quarter
of 2002.  In the first  quarter  of 2002,  a  consulting  expense of $3,750 was spent to explore  the Asian  markets.  This  consulting
expense did not recur in the first six months of 2003.

         General and administrative expense was $59,557 lower in the second  quarter of 2003 compared to the second  quarter of 2002.
In the second quarter of 2002,  expenses  associated with the negotiation  and  investigation  of an acquisition of certain assets of a
competitor totaled $67,788.

         Research and development expense was $18,368 lower in the second quarter of 2003
compared to the second quarter of 2002 as the conversion and enhancements to ARTs
principal product, Predictor® 7 were completed in 2002, and there have not been any
significant expenses in the first six months of 2003. 

         Other income (expense) resulted in an income of $5,713 in the second quarter of 2003 compared to
an income of $3,158 in the second quarter of 2002. The increase is attributed to the
absence of bond interest expense in the second quarter of 2003 as compared to the second
quarter of 2002 when the 11% bonds were retired. Other income is derived from royalties
and income on investments.

         Income taxes as a percent of income before income taxes and cumulative effect of change
in accounting principle (net of tax) were 28% and 34% for the quarters ended June 30, 2003
and 2002, respectively. 

         For a discussion of the cumulative effect of a change in accounting principle on the results
for the first six 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 $3,754,453 at June 30, 2003 compared to $3,577,424 at December 31, 2002, an
increase of $177,029. An increase of $492,436 in the cash balance and $88,139 in deposits,
prepaid expenses and other current assets was offset by slight decreases in inventories
and trade receivables and a large increase in accrued expenses (including taxes payable).
The increase in deposits, prepaid expenses, and others assets included annual payments
being made in lieu of monthly payments in order to obtain a reduced cost, and an insurance
policy that required payment in full. The increase in accrued expenses reflected an
increased use of accruals to better reflect annual costs on a quarter to quarter basis. 

         Net capital expenditures were $202,559 for the first six months of 2003 as compared to
$208,627 in same period in 2002. An expenditure of $41,060 is associated with the start of
the renovations to 45,000 square feet of currently unusable space in the second quarter of
2003, and the disposal of $35,700 was involved in the exchange of an older piece of
quality control equipment for a newer replacement. 

         In addition, the Companys stock buyback program started in December of 2002 and
resulted in the use of $438,640 of operating cash flows to acquire 148,200 shares of
common stock in the first six months of 2003. The purchase of shares during the first six
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 announced a new stock buyback program on
June 27, 2003, authorizing the purchase of stock having a total purchase price up to
$650,000 from time to time as determined by management based upon market conditions. 

        The Companys $1,000,000 revolving credit line with a bank was terminated in July 2003.
The Company is presently negotiating the terms of another revolving credit facility with a
different bank. The company anticipates that a new credit facility, if implemented, would
be for approximately the same maximum amount and on terms similar to those of the former
credit facility.

---

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 below entitled Factors that could
affect future operating results. 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 position,
results of operations and cash flows. Inventory and InventoryReserves 

         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 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 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 FASB Statement of Financial
Accounting Standard No. 142, Goodwill and Other Intangible Assets. 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 or others in the future. If the actual sale of product 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. An impairment may have a
material adverse effect on the Companys business, financial condition and 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 we
determine that the carrying value of such assets may not be recoverable, we generally
measure 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 including
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 significant 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 second quarter on Form 8-K

| | 1. | On May 8, 2003 a form 8-K was filed reporting the issuance of a press release
      announcing financial information for the first quarter of 2003.
| | -- | ---------------------------------------------------------------------------------------------------------------------------------------------------

| | 2. | On June 27, 2003 a Form 8-K was filed reporting an announcement of a new stock
      buyback program.
| | -- | -----------------------------------------------------------------------------------------------------

---

# 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 13, 2003