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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549



---



AMENDMENT NO. 1 ON FORM 10-QSB/A TO
FORM 10-QSB

QUARTERLY REPORT PURSUANT TO SECTION
13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR
THE QUARTERLY PERIOD ENDED March 31, 2002

Commission File Number: 0-24635

HYPERTENSION DIAGNOSTICS, INC.

(Exact name of small business issuer as specified in its charter)


|                                   |  |                                                
|---------------------------------- |  | -----------------------------------------------
|MINNESOTA
(State of incorporation) |  | 41-1618036
(I.R.S. Employer Identification No.)

2915 WATERS ROAD, SUITE 108
EAGAN, MINNESOTA 55121-1562
(651)687-9999
(Address of issuers principal executive offices and telephone number)



Check whether the issuer (1) has filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding
12 months (or for such shorter period that the registrant was required to file
such reports), and (2) has been subject to such filing requirements for the
past 90 days.

|           |  |          
|---------- |  | ---------
|Yes  (BOX) |  | No  (BOX)

The number of shares of Common Stock outstanding as of May 14, 2002 was
6,240,381.

Transitional Small Business Disclosure Format:

|           |  |           
|---------- |  | ----------
|Yes  (BOX) |  | No  (XBOX)





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Description of Amendment of Form 10-QSB for Quarterly Period Ended March 31, 2002:

Hypertension Diagnostics, Inc. (the Company) entered into a Subscription
Agreement dated as of March 27, 2002 (the Subscription Agreement) for the
issuance of 8% Convertible Notes in the aggregate principal amount of
$2,000,000 (the Notes) and warrants to purchase an aggregate of 250,000
shares of our Common Stock (the Investors Warrants).

The Notes are convertible into shares of our Common Stock; the number of
shares of our Common Stock is determined by dividing the principal amount of
the Note by the conversion price then in effect. As of March 27, 2002, the
conversion price of the Notes was $2.5072, which is 80% of the average of the
closing bid prices of our Common Stock for the 5 consecutive trading days
preceding March 27, 2002. The conversion price is adjusted downward because
the closing bid price of our Common Stock is less than the $2.5072 for 20
consecutive trading days. The new conversion price is 80% of the average of
the closing bid prices of our Common Stock for the last 5 consecutive trading
days of any 20 consecutive trading day period. The Investors Warrants are
exercisable at 115% of the closing bid price of our Common Stock as of March
27, 2002 which is $3.3925.

In connection with the Subscription Agreement transaction, we also issued
a warrant (the Hyperion Warrant) to purchase 100,000 shares of our Common
Stock to Hyperion Holdings, LLC (Hyperion). The Hyperion Warrant is
exercisable at 110% of the closing bid price of our Common Stock as of March
27, 2002, which was $3.245. The Hyperion Warrant is a three-year warrant and
may be exercised in whole or in part.

In order to properly account for the issuances by the Company of the
Notes, Investors Warrants and Hyperion Warrant, the Company is hereby amending
the financial statements (exclusive of notes) included in the Companys
Quarterly Report on Form 10-QSB for the quarterly period ended
March 31, 2002. The total net effect of these changes is a
non-cash expense charge of $412,239 for the three months ended
March 31, 2002.

The following tables, along with related notes, explain the effect of this
Amendment No. 1 on Form 10-QSB/A to Form 10-QSB on the Companys Statement of
Operations and Balance Sheet:

|                        |                                     |   |                                   |       |            |   |            |         |  |   |          |         |    
|----------------------- | ----------------------------------- | - | --------------------------------- | ----- | ---------- | - | ---------- | ------- |  | - | -------- | ------- | ---
|                        |                                     |   | Three Months Ended March 31, 2002
|                        |                                     |   |                                  
|                        |                                     |   | As Filed                          |       | As Amended |   | Difference
|                        |                                     |   |                                   |       |            |   |           
|STATEMENT OF OPERATIONS |                                     |   |                                   |       |            |   |            |         |  |   |          |        
|Expenses:               |                                     |   |                                   |       |            |   |            |         |  |   |          |        
|                        | Selling, general and
administrative | $ | 1,400,451                         |       |            | $ | 1,517,451  |         |  | $ | 117,000  | (1)    
|                        | Interest                            |   |                                   | 1,754 |            |   |            | 296,993 |  |   |          | 295,239 | (2)
|Net (Loss)              |                                     |   | (1,312,795                        | )     |            |   | (1,725,034 | )       |  |   | (412,239 | )      

|                                   |  |                |             |            |  |            |             |   |  |   |          |    
|---------------------------------- |  | -------------- | ----------- | ---------- |  | ---------- | ----------- | - |  | - | -------- | ---
|                                   |  | March 31, 2002
|                                   |  |               
|                                   |  | As Filed       |             | As Amended |  | Difference
|                                   |  |                |             |            |  |           
|BALANCE SHEET                      |  |                |             |            |  |            |             |   |  |   |          |    
|Convertible Notes Payable          |  | $              | 2,000,000   |            |  | $          | 1,684,211   |   |  | $ | 315,789  | (3)
|Additional paid-in capital         |  |                | 18,798,497  |            |  |            | 19,526,525  |   |  |   | 728,028  | (4)
|Accumulated deficit                |  |                | (15,861,575 | )          |  |            | (16,273,814 | ) |  |   | (412,239 | )  
|                                   | 
|See
page 3 for accompanying notes. |  |                |             |            |  |            |             |   |  |   |          |    

2



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Note (1)  This non-cash expense charge represents the valuation of the warrant to purchase
100,000 shares of our Common Stock issued to Hyperion Holdings, LLC. This is a
three-year warrant issued March 27, 2002 with an exercise price per share of
$3.245.

Note (2)  This non-cash expense charge represents the fair value basis allocation to the
beneficial conversion price of the 8% Convertible Notes (the Notes) at the
date of the closing (March 27, 2002). As of March 27, 2002, the conversion
price of the Notes was $2.5072, which is 80% of $3.134, the average of the
closing bid prices of our Common Stock for the five consecutive trading days
preceding March 27, 2002. The closing bid price of our Common Stock on March
27, 2002 was $2.95.

Note (3)  This non-cash expense charge represents the fair value basis allocation to the
warrants to purchase 250,000 shares of our Common Stock issued to the holders
of the Notes (the Debt Discount). The Debt Discount will be amortized on a
straight-line basis over three years, the term of the debt agreements, and as
the debt is converted.

Note (4)  This non-cash expense charge consists of the following adjustments: Hyperion
Holdings, LLC warrant  $117,000 (see Note 1); beneficial conversion price
allocation  $295,239 (see Note 2); and warrants issued with the Notes -
$315,789 (see Note 3).

As a result of the changes described above, the financial statements
included in the Companys Form 10-QSB for the quarterly period ended March 31,
2002 (exclusive of notes) are hereby amended to read as follows:

3



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|                                                                     |                              |  |  |  |  |  |  | 
|-------------------------------------------------------------------- | ---------------------------- |  |  |  |  |  |  | 
|PART I. FINANCIAL INFORMATION                                       
|                                                                     | Item 1. Financial Statements
|                                                                     | Balance Sheets              
|Statements of Operations                                            
|Statements of Cash Flows                                            
|SIGNATURES                                                          
|CERTIFICATION OF CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER



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TABLE OF CONTENTS

INDEX TO AMENDMENT NO. 1 ON FORM 10-QSB/A TO FORM 10-QSB

|                               |                                                                                                             |  |          |     | 
|------------------------------ | ----------------------------------------------------------------------------------------------------------- |  | -------- | --- | 
|                               |                                                                                                             |  | Page No.
|                               |                                                                                                             |  |         
|PART I. FINANCIAL INFORMATION: |                                                                                                             |  |          |    
|                               | Item 1. Financial Statements                                                                                |  |          | 5-7 | 
|                               | Balance Sheets  March 31, 2002 and June 30, 2001                                                           |  |          | 5   | 
|                               | Statements of Operations  Three Months and Nine Months Ended
March 31,
        2002 and 2001, respectively |  |          | 6   | 
|                               | Statements
of Cash Flows  Nine Months Ended March 31, 2002 and 2001                                        |  |          | 7   | 
|SIGNATURES                     |                                                                                                             |  | 8        |    
|CERTIFICATIONS                 |                                                                                                             |  | 9-10     |    

4



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PART I. FINANCIAL INFORMATION




Item 1. Financial Statements

Hypertension Diagnostics, Inc.




Balance Sheets

|                                                                                                                  |                                   |  |                                                                                                                                          |             |           |           |          |             |   |           | 
|----------------------------------------------------------------------------------------------------------------- | --------------------------------- |  | ---------------------------------------------------------------------------------------------------------------------------------------- | ----------- | --------- | --------- | -------- | ----------- | - | --------- | 
|                                                                                                                  |                                   |  |                                                                                                                                          |             | March 31, |           | June 30,
|                                                                                                                  |                                   |  |                                                                                                                                          |             | 2002      |           | 2001    
|                                                                                                                  |                                   |  |                                                                                                                                          |             |           |           |         
|Assets                                                                                                            |                                   |  |                                                                                                                                          |             |           |           |          |            
|Current Assets:                                                                                                   |                                   |  |                                                                                                                                          |             |           |           |          |            
|                                                                                                                  | Cash and cash equivalents         |  | $                                                                                                                                        | 2,559,701   |           |           | $        | 3,885,064   |  
|                                                                                                                  | Accounts receivable               |  |                                                                                                                                          | 112,332     |           |           |          | 46,017      |  
|                                                                                                                  | Interest receivable               |  |                                                                                                                                          | 2,667       |           |           |          | 8,436       |  
|                                                                                                                  | Inventory                         |  |                                                                                                                                          | 1,430,111   |           |           |          | 1,298,178   |  
|                                                                                                                  | Prepaids and other current assets |  |                                                                                                                                          | 191,335     |           |           |          | 9,679       |  
|                                                                                                                  |                                   |  |                                                                                                                                          |            
|                                                                                                                  |                                   |  | Total Current Assets                                                                                                                     |             |           | 4,296,146 |          |             |   | 5,247,374 | 
|                                                                                                                 
|Property and Equipment:                                                                                           |                                   |  |                                                                                                                                          |             |           |           |          |            
|                                                                                                                  | Leasehold improvements            |  |                                                                                                                                          | 17,202      |           |           |          | 17,202      |  
|                                                                                                                  | Furniture and equipment           |  |                                                                                                                                          | 1,084,781   |           |           |          | 841,933     |  
|                                                                                                                  | Less accumulated depreciation     |  |                                                                                                                                          | (457,843    | )         |           |          | (309,567    | )
|                                                                                                                  |                                   |  |                                                                                                                                          |            
|                                                                                                                  |                                   |  | 644,140                                                                                                                                  |             |           |           | 549,568  |            
|Patents, net of accumulated amortization of $40,305
and $35,205 at March 31, 2002 and June 30, 2001,
respectively |                                   |  | 5,100                                                                                                                                    |             |           |           | 10,200   |            
|Other Assets                                                                                                      |                                   |  | 6,730                                                                                                                                    |             |           |           | 6,730    |            
|                                                                                                                  |                                   |  |                                                                                                                                          |            
|                                                                                                                  |                                   |  | Total Assets                                                                                                                             |             | $         | 4,952,116 |          |             | $ | 5,813,872 | 
|                                                                                                                  |                                   |  |                                                                                                                                          |            
|Liabilities and Shareholders Equity                                                                              |                                   |  |                                                                                                                                          |             |           |           |          |            
|Current Liabilities:                                                                                              |                                   |  |                                                                                                                                          |             |           |           |          |            
|                                                                                                                  | Accounts payable                  |  | $                                                                                                                                        | 112,958     |           |           | $        | 238,797     |  
|                                                                                                                  | Accrued payroll and payroll taxes |  |                                                                                                                                          | 213,494     |           |           |          | 192,593     |  
|                                                                                                                  | Other accrued expenses            |  |                                                                                                                                          | 10,627      |           |           |          | 48,697      |  
|                                                                                                                  |                                   |  |                                                                                                                                          |            
|                                                                                                                  |                                   |  | Total Current Liabilities                                                                                                                |             |           | 337,079   |          |             |   | 480,087   | 
|                                                                                                                 
|Convertible Notes Payable                                                                                         |                                   |  | 1,684,211                                                                                                                                |             |           |           |         |            
|                                                                                                                 
|Shareholders Equity:                                                                                             |                                   |  |                                                                                                                                          |             |           |           |          |            
|                                                                                                                  | Preferred Stock, $.01 par value:  |  |                                                                                                                                          |             |           |           |          |             |  
|                                                                                                                  |                                   |  | Authorized
shares  5,000,000
Issued and outstanding shares  none                                                                       |             |           |           |          |             |   |           | 
|                                                                                                                  | Common Stock, $.01 par value:     |  |                                                                                                                                          |             |           |           |          |             |  
|                                                                                                                  |                                   |  | Authorized
shares  25,000,000
Issued and outstanding shares  5,920,829 and 5,684,329
at March 31, 2002 and June 30, 2001, respectively |             |           | 59,208    |          |             |   | 56,843    | 
|                                                                                                                  | Additional paid-in capital        |  |                                                                                                                                          | 19,526,525  |           |           |          | 16,527,165  |  
|                                                                                                                  | Deferred compensation             |  |                                                                                                                                          | (381,093    | )         |           |          | (11,870     | )
|                                                                                                                  | Accumulated deficit               |  |                                                                                                                                          | (16,273,814 | )         |           |          | (11,238,353 | )
|                                                                                                                  |                                   |  |                                                                                                                                          |            
|                                                                                                                  |                                   |  | Total Shareholders Equity                                                                                                               |             |           | 2,930,826 |          |             |   | 5,333,785 | 
|                                                                                                                  |                                   |  |                                                                                                                                          |            
|                                                                                                                  |                                   |  | Total Liabilities and Shareholders Equity                                                                                               |             | $         | 4,952,116 |          |             | $ | 5,813,872 | 
|                                                                                                                  |                                   |  |                                                                                                                                          |            

See accompanying notes.

5



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Hypertension Diagnostics, Inc.




Statements of Operations

|                                     |                                     |              |                |           |                    |            |                   |         |         |           |            |           |         |            |            |           |           |            |  
|------------------------------------ | ----------------------------------- | ------------ | -------------- | --------- | ------------------ | ---------- | ----------------- | ------- | ------- | --------- | ---------- | --------- | ------- | ---------- | ---------- | --------- | --------- | ---------- | -
|                                     |                                     |              |                |           | Three Months Ended |            | Nine Months Ended
|                                     |                                     |              |                |           | March 31           |            | March 31         
|                                     |                                     |              |                |           |                    |            |                  
|                                     |                                     |              |                |           | 2002               |            | 2001              |         | 2002    |           | 2001      
|                                     |                                     |              |                |           |                    |            |                   |         |         |           |           
|Revenue                              |                                     | $            | 95,100         |           |                    | $          | 303,500           |         |         | $         | 419,308    |           |         | $          | 1,956,804  |          
|Cost of Sales                        |                                     |              | 12,327         |           |                    |            | 64,250            |         |         |           | 75,903     |           |         |            | 435,862    |          
|                                     |                                     |              |                |           |                    |            |                   |         |         |           |           
|                                     |                                     | Gross Profit |                |           | 82,773             |            |                   |         | 239,250 |           |            |           | 343,405 |            |            |           | 1,520,942 |           
|Expenses:                            |                                     |              |                |           |                    |            |                   |         |         |           |            |           |         |            |            |          
|                                     | Research and development            |              |                |          |                    |            |                   | 73,504  |         |           |            | 40,827    |         |            |            | 204,208   |          
|                                     | Selling, general and administrative |              |                | 1,517,451 |                    |            |                   | 968,011 |         |           |            | 5,088,909 |         |            |            | 2,576,871 |          
|                                     |                                     |              |                |           |                    |            |                   |        
|                                     |                                     |              | Total Expenses |           |                    | 1,517,451  |                   |         |         | 1,041,515 |            |           |         | 5,129,736  |            |           |           | 2,781,079  |  
|                                     |                                     |              |                |           |                    |            |                   |         |         |           |           
|Operating Loss                       |                                     |              | (1,434,678     | )         |                    |            | (802,265          | )       |         |           | (4,786,331 | )         |         |            | (1,260,137 | )        
|Other Income (Expense):              |                                     |              |                |           |                    |            |                   |         |         |           |            |           |         |            |            |          
|                                     | Interest income                     |              |                | 6,637     |                    |            |                   | 45,136  |         |           |            | 47,863    |         |            |            | 157,198   |          
|                                     | Interest expense                    |              |                | (296,993  | )                  |            |                   |        |         |           |            | (296,993  | )       |            |            |          |          
|                                     |                                     |              |                |           |                    |            |                   |         |         |           |           
|                                     |                                     |              | Net Loss       |           | $                  | (1,725,034 | )                 |         | $       | (757,129  | )          |           | $       | (5,035,461 | )          |           | $         | (1,102,939 | )
|                                     |                                     |              |                |           |                    |            |                   |        
|Basic and Diluted Net Loss per Share |                                     | $            | (.29           | )         |                    | $          | (.14              | )       |         | $         | (.86       | )         |         | $          | (.21       | )        
|Weighted Average Shares Outstanding  |                                     |              | 5,920,829      |           |                    |            | 5,318,060         |         |         |           | 5,824,236  |           |         |            | 5,267,086  |          

See accompanying notes.

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Hypertension Diagnostics, Inc.




Statements of Cash Flows

|                                                                            |                                                                                          |                                                  |            |           |                   |   |            |        |            |   | 
|--------------------------------------------------------------------------- | ---------------------------------------------------------------------------------------- | ------------------------------------------------ | ---------- | --------- | ----------------- | - | ---------- | ------ | ---------- | - | 
|                                                                            |                                                                                          |                                                  |            |           | Nine Months Ended
|                                                                            |                                                                                          |                                                  |            |           | March 31         
|                                                                            |                                                                                          |                                                  |            |           |                  
|                                                                            |                                                                                          |                                                  |            |           | 2002              |   | 2001      
|                                                                            |                                                                                          |                                                  |            |           |                   |   |           
|Operating Activities:                                                       |                                                                                          |                                                  |            |           |                   |   |            |       
|Net loss                                                                    |                                                                                          | $                                                | (5,035,461 | )         |                   | $ | (1,102,939 | )     
|Adjustments to reconcile net loss to net
cash used in operating activities: |                                                                                          |                                                  |            |           |                   |   |            |       
|                                                                            | Value of stock options granted in lieu
of cash compensation                              |                                                  |            | 1,978,877 |                   |   |            | 53,505 |           
|                                                                            | Depreciation                                                                             |                                                  |            | 148,276   |                   |   |            | 80,826 |           
|                                                                            | Amortization                                                                             |                                                  |            | 5,100     |                   |   |            | 5,100  |           
|                                                                            | Interest expense  convertible debt fair value
allocation to beneficial conversion price |                                                  |            | 295,239   |                   |   |            |        |           
|                                                                            | Change in operating assets and liabilities:                                              |                                                  |            |           |                   |   |            |        |           
|                                                                            |                                                                                          | Accounts receivable                              |            |           | (66,315           | ) |            |        | 50,963     |  
|                                                                            |                                                                                          | Interest receivable                              |            |           | 5,769             |   |            |        | (3,549     | )
|                                                                            |                                                                                          | Inventory                                        |            |           | (367,662          | ) |            |        | (108,632   | )
|                                                                            |                                                                                          | Prepaids and other current assets                |            |           | (181,656          | ) |            |        | (13,113    | )
|                                                                            |                                                                                          | Other assets                                     |            |           |                  |   |            |        |           |  
|                                                                            |                                                                                          | Accounts payable                                 |            |           | (125,839          | ) |            |        | 60,652     |  
|                                                                            |                                                                                          | Accrued payroll and payroll taxes                |            |           | 20,901            |   |            |        | (61,332    | )
|                                                                            |                                                                                          | Other accrued expenses                           |            |           | (38,070           | ) |            |        | 27,706     |  
|                                                                            |                                                                                          |                                                  |            |          
|                                                                            |                                                                                          | Net cash used in operating activities            |            |           | (3,360,841        | ) |            |        | (1,010,813 | )
|Investing Activities:                                                       |                                                                                          |                                                  |            |           |                   |   |            |       
|Purchase of property and equipment                                          |                                                                                          |                                                  | (7,120     | )         |                   |   | (43,010    | )     
|                                                                            |                                                                                          |                                                  |            |          
|                                                                            |                                                                                          | Net cash used in investing activities            |            |           | (7,120            | ) |            |        | (43,010    | )
|Financing Activities:                                                       |                                                                                          |                                                  |            |           |                   |   |            |       
|Issuance of Common Stock                                                    |                                                                                          |                                                  | 42,598     |           |                   |   | 2,100,358  |       
|Proceeds from issuance of notes payable                                     |                                                                                          |                                                  | 2,000,000  |           |                   |   |           |       
|                                                                            |                                                                                          |                                                  |            |          
|                                                                            |                                                                                          | Net cash provided by financing activities        |            |           | 2,042,598         |   |            |        | 2,100,358  |  
|                                                                            |                                                                                          |                                                  |            |          
|Net increase (decrease) in cash and cash equivalents                        |                                                                                          |                                                  | (1,325,363 | )         |                   |   | 1,046,535  |       
|                                                                            |                                                                                          | Cash and cash equivalents at beginning of period |            |           | 3,885,064         |   |            |        | 4,018,745  |  
|                                                                            |                                                                                          |                                                  |            |          
|Cash and cash equivalents at end of period                                  |                                                                                          | $                                                | 2,559,701  |           |                   | $ | 5,065,280  |       
|                                                                            |                                                                                          |                                                  |            |          

See accompanying notes.

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SIGNATURES

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



| |  |  |  |                                                                              
| |  |  |  | -----------------------------------------------------------------------------
| |  |  |  | HYPERTENSION DIAGNOSTICS, INC                                                
|
|
| |  |  |  | By /s/ James S. Murphy                                                       
| |  |  |  | James S. Murphy                                                              
| |  |  |  | Senior Vice President, Finance and
Administration and Chief Financial Officer
| |  |  |  | (principal financial officer)                                                

Date:     September 30, 2002

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CERTIFICATION OF
CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER

PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

I, Greg H. Guettler, the President of Hypertension Diagnostics, Inc. (the
Company) in compliance with 18 U.S.C. Section 1350, as adopted pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002, hereby certify that, the
Companys Amendment No. 1 to the Companys Quarterly Report on Form 10-QSB for
the period ended March 31, 2002 fully complies with the requirements of Section
13(a) or 15(d) of the Securities Exchange Act of 1934 and fairly presents, in
all material respects, the financial condition and results of operations of the
Company.

| |  |                                                  | 
| |  | ------------------------------------------------ | 
| |  | /s/ Greg H. Guettler                             | 
| |  | Greg H. Guettler                                 | 
| |  | Title: President, Hypertension Diagnostics, Inc. | 
| |  | Dated: September 30, 2002                        | 

I, James S. Murphy, the Chief Financial Officer of Hypertension
Diagnostics, Inc. (the Company) in compliance with 18 U.S.C. Section 1350, as
adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, hereby
certify that the Companys Amendment No. 1 to the Companys Quarterly Report on
Form 10-QSB for the period ended March 31, 2002 fully complies with the
requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934
and fairly presents, in all material respects, the financial condition and
results of operations of the Company.

| |  |                                                                | 
| |  | -------------------------------------------------------------- | 
| |  | /s/ James S. Murphy                                           
| |  | James S. Murphy                                               
| |  | Title: Chief Financial Officer, Hypertension Diagnostics, Inc.
| |  | Dated: September 30, 2002                                     

9



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I, James S. Murphy, Chief Financial Officer, certify that:

1.     I have reviewed this Amendment No. 1 on Form 10-QSB/A to Form 10-QSB of
Hypertension Diagnostics, Inc.

2.     Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this quarterly
report;

3.     Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;

Date:     September 30, 2002

| |  |  |  |                        
| |  |  |  | -----------------------
| |  |  |  | /s/ James S. Murphy    
| |  |  |  | James S. Murphy        
| |  |  |  | Chief Financial Officer

I, Greg H. Guettler, President, certify that:

1.     I have reviewed this Amendment No. 1 on Form 10-QSB/A to Form 10-QSB of
Hypertension Diagnostics, Inc.

2.     Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this quarterly
report;

3.     Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;

Date:     September 30, 2002

| |  |  |  |                     
| |  |  |  | --------------------
| |  |  |  | /s/ Greg H. Guettler
| |  |  |  | Greg H. Guettler    
| |  |  |  | President           

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