8-K

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): February 25, 2004

Arrhythmia Research Technology, Inc.
(Exact name of issuer as specified in its charter)

Delaware	1-9731	72-0925679
(State or other jurisdiction of	(Commission File Number)	(I.R.S. Employer Identification Number)
Incorporation or organization)

 
25 Sawyer Passway
Fitchburg, MA 01420
(Address of principal executive offices and zip code)

(978) 345-5000
(Registrant’s telephone number, including area code)

Item 5. Other Events and Regulation FD Disclosures

On February 25, 2004 the Board of Directors of Arrhythmia Research Technology, Inc. (the “Company”) declared a cash dividend. The Company issued a press release dated February 25, 2004 announcing the cash dividend, which is attached as Exhibit 99.1 to this report.

Item 7. Financial Statements, Pro Forma Financial Information and Exhibits

(c). Exhibits

Exhibit Number	Description
99.1	Press Release dated February 25, 2004 announcing cash dividend.
99.2	Press Release dated February 25, 2004 announcing its financial results for the 4th quarter and year ended December 31, 2003.

Item 12. Financial Statements

On February 25, 2004, The Company issued a press release announcing its financial results for the 4^th quarter and year ended December 31, 2003. The press release is attached as Exhibit 99.2 to this report.

The information set forth in this Item 12 and Exhibit 99.2 are furnished to, but shall not be deemed “filed” with the Commission for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the Exchange Act), or otherwise incorporated by reference into any filing pursuant to the Securities Act of 1933, as amended, or the Exchange Act, except as otherwise expressly stated in such a filing.

SIGNATURE

Pursuant to 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, in the City of Fitchburg, Commonwealth of Massachusetts, on the 27^th day of February 2004.

ARRHYTHMIA RESEARCH TECHNOLOGY, INC.

By: /s/ David A. Garrison

          David A. Garrison

          Chief Financial Officer

Exhibit Index

Exhibit Number	Description
99.1	Press Release dated February 25, 2004 announcing cash dividend.
99.2	Press Release dated February 25, 2004 announcing its financial results for the 4th quarter and year ended December 31, 2003.

EX-99

AMEX: HRT
FOR IMMEDIATE RELEASE	Contact: David A. Garrison
Website: http://www.arthrt.com	(978) 345-5000
February 25, 2004

ARRHYTHMIA RESEARCH TECHNOLOGY, INC.
DECLARES CASH DIVIDEND

Fitchburg, MA

        Arrhythmia Research Technology, Inc. (the “Company”) announced that its Board of Directors approved the payment of a dividend of $.05 per share to holders of record on March 10, 2004, payable on March 24, 2004.

        James E. Rouse, President and CEO, stated “The Board of Directors of the Company declared a $.05 dividend will be paid to our shareholders as a result of record earnings achieved in 2003.”

        Any future declarations by the Board of Directors will be at its discretion and, will depend upon a number of factors, including future operating results, and other investment and acquisition opportunities.

        The Company, through Micron, produces silver plated and conductive resin sensors as a component part of disposable ECG electrodes. The Company also produces proprietary signal-averaging electrocardiographic (SAECG) software used in the detection and treatment of potentially lethal heart arrhythmias and distributes metal snaps to its sensor customers.

        Forward-looking statements made herein are based on current expectations of the Company that 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 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.

EX-99

AMEX: HRT
FOR IMMEDIATE RELEASE	Contact: David A. Garrison
Website: http://www.arthrt.com	(978) 345-5000
February 25, 2004

ARRHYTHMIA RESEARCH TECHNOLOGY, INC
ANNOUNCES RESULTS FOR FISCAL 2003

Fitchburg, MA

        Arrhythmia Research Technology, Inc. (the “Company”) and its wholly owned subsidiary Micron Products, Inc. (“Micron”) reported total consolidated revenue of $7,677,000 for the year ended December 31, 2003 compared to total consolidated revenue of $7,192,000 for the year ended December 31, 2002, an increase of 7%. Net income of $1,259,000 for the year ended December 31, 2003 increased 67% from net income of $753,000 for the year ended December 31, 2002. Basic and diluted net income per share for the year ended December 31, 2003 increased 85% to $0.48 per share from $0.26 per share for the same period in 2002.

        For the quarter ended December 31, 2003, total consolidated revenue increased 4% to $1,887,000 compared to total consolidated revenue of $1,814,000 for the quarter ended December 31, 2002. Net income for the quarter ended December 31, 2003 was $381,000 compared to $328,000 for quarter ended December 31, 2002, an increase of 16%. Basic and diluted net income per share for the quarter ended December 31, 2003 increased 25% to $0.15 per share from $0.12 per share for the same period in 2002.

        James E. Rouse, the Company’s President and CEO, commented that, “We are pleased to announce that our revenues continued to increase as a result of significant unit volume sales growth of Micron Products silver/silver chloride and conductive resin sensors. This volume growth, over 18% as compared to 2002, has resulted in a reduction of our per unit manufacturing cost. The reduced per unit cost combined with increased sales revenues and greater efficiencies from process improvements has resulted in higher net income.”

        Mr. Rouse further noted that “While we have continued to expand our share of the disposable ECG sensor market domestically and in developed economies, the greatest opportunity for potential growth in the sensor market remains the continued modernization of healthcare in developing countries. We also continue to seek to expand by means of new product development, software licensing and acquisitions.”

        The Company also announced today in another press release the Board of Directors declared a cash dividend.

        The Company, through Micron, produces silver plated and conductive resin sensors as a component part of disposable ECG electrodes. The Company also produces proprietary signal-averaging electrocardiographic (SAECG) software used in the detection and treatment of potentially lethal heart arrhythmias and distributes metal snaps to its sensor customers.

         Forward-looking statements made herein are based on current expectations of the Company that involve a number of risks and uncertainties and should not be considered as guarantees of future performance. The factors that could cause actual results to differ materially include: interruptions or cancellation of existing contracts, impact of competitive products and pricing, product demand and market acceptance, risks, the presence of competitors with greater financial resources than the Company, product development and commercialization risks, changing economic conditions in developing countries, and an inability to arrange additional debt or equity financing. More information about factors that potentially could affect the Company’s financial results is included in the Company’s filings with the Securities and Exchange Commission, including its Annual Report on Form 10-K for the year ended December 31, 2002.

ARRHYTHMIA RESEARCH TECHNOLOGY, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF INCOME
(unaudited)

	Three Months Ended Dec. 31,
	2003			2002
Revenue	$	1,887,115		$	1,814,304
Cost of sales		1,222,305			1,314,570
Gross profit		664,810			499,734
Selling and marketing		59,569			59,904
General and administrative		197,178			212,621
Research and development		33,307			(6,777	)
Income from operations		374,756			233,986
Other income (expense):
Interest expense		(2	)		(2,400	)
Other income (expense), net		11,816			3,945
Income before income taxes		386,570			235,531
Income tax provision (benefit)		5,675			(92,000	)
Net income	$	380,895		$	327,531
Net income per share - basic and diluted	$	0.15		$	0.12
Weighted average common shares outstanding -
Basic		2,608,790			2,757,109
Diluted		2,621,000			2,817,149

ARRHYTHMIA RESEARCH TECHNOLOGY, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF INCOME
(unaudited)

	Twelve Months Ended Dec. 31,
	2003			2002
Revenue	$	7,677,367		$	7,192,065
Cost of sales		4,844,789			4,934,307
Gross profit		2,832,578			2,257,758
Selling and marketing		208,585			215,298
General and administrative		1,020,869			1,127,351
Research and development		37,285			52,456
Income from operations		1,565,839			862,653
Other income (expense):
Interest expense		(5,516	)		(15,932	)
Other income (expense), net		60,702			15,015
Income before income taxes and cumulative effect of change in
accounting principle		1,621,025			861,736
Income tax provision		361,675			52,000
Income before cumulative effect of change in accounting principle		1,259,350			809,736
Cumulative effect of change in accounting principle, net of tax		--			57,000
Net income	$	1,259,350		$	752,736
Net income per share - basic and diluted	$	0.48		$	0.26
Weighted average common shares outstanding
Basic		2,624,343			2,875,244
Diluted		2,636,553			2,935,284

ARRHYTHMIA RESEARCH TECHNOLOGY, INC. AND SUBSIDIARY
CONSOLIDATED BALANCE SHEETS
(unaudited)

	December 31,			December 31,
	2003			2002
ASSETS
Current assets:
Cash and cash equivalents	$	2,121,665		$	1,773,412
Trade receivable, net		1,447,697			979,774
Inventories, net		939,964			1,124,065
Prepaid expenses and other assets		62,926			79,726
Total current assets		4,572,252			3,956,977
Property and equipment, net		3,065,513			2,831,836
Goodwill		1,244,000			1,244,000
Deferred income taxes, net		398,907			444,923
Other assets		20,276			--
Total assets	$	9,300,948		$	8,477,736
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable		283,483			156,275
Accrued expenses		165,976			223,278
Total current liabilities		449,459			379,553
Shareholders' equity:
Common stock		39,175			38,881
Additional paid-in-capital		9,224,169			9,161,707
Common stock held in treasury		(3,526,756	)		(3,088,116	)
Retained earnings		3,114,901			1,985,711
Total shareholders' equity		8,851,489			8,098,183
Total liabilities and shareholders' equity	$	9,300,948		$	8,477,736

ARRHYTHMIA RESEARCH TECHNOLOGY, INC. AND SUBSIDIARY
Selected Cash Flows Information
(unaudited)

	December 31,			December 31,
	2003			2002
Net income	$	1,259,350		$	752,736
Net cash provided by operating activities		1,590,426			824,327
Net cash used in investing activities		(736,685	)		(219,325	)
Net cash used in financing activities		(505,488	)		(692,412	)
Net increase (decrease) in cash and cash equivalents	$	348,253		$	(87,410	)