¨	Preliminary Proxy Statement

¨	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

x	Definitive Proxy Statement

¨	Definitive Additional Materials

¨	Soliciting Material Pursuant to § 240.14a-11(c) or § 240.14a-12

x	No Fee required.

¨	Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.

(1)    Title of

each class of securities to which transaction applies:

(2)

Aggregate number of securities to which transaction applies:

(3)

Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):

(4)

Proposed maximum aggregate value of transaction:

(5)

Total fee paid:

¨	Fee paid previously with preliminary materials.

¨	Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

(1)

Amount Previously Paid:

(2)

Form, Schedule or Registration Statement No.:

(3)

Filing Party:

(4)

Date Filed:

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1.

To elect two directors for three year terms to expire at the 2005 Annual Meeting;

2.

To approve the appointment of BDO Seidman, LLP to audit the consolidated financial statements of the Company for the fiscal year ending December 31, 2002, and;

3.

To transact such other business as may properly come before the Annual Meeting or any adjournment(s) thereof.

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(1)

FOR the election of the nominees listed under “Election of Directors” as Directors of the Company;

(2)

FOR the approval of appointment of BDO Seidman, LLP to audit the consolidated financial statements of Arrhythmia Research Technology, Inc. for the fiscal year ending December 31, 2002, and;

(3)

At the discretion of the proxy holders, on any other matter that may properly come before the 2002 Annual Meeting or any adjournment thereof.

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1.	Unless otherwise noted, each person has sole voting and investment power with respect to the shares of Common Stock beneficially owned.

2.

Includes a total of 17,500 shares as follows: 2,500 over which Dr. Chambers has voting power pursuant to an agreement, 12,500 held as custodian for his son and 2,500 held as custodian for a niece. Excludes 264,060 shares of common stock owned by two trusts of which Dr. Chambers’ son and Dr. Chambers’ wife have a beneficial interest. Dr. Chambers does not have any power to vote the shares or dispose of the shares held by the two trusts and disclaims any beneficial ownership of the common stock held by the trusts. Also excludes 23,802 shares owned by a Foundation of which Dr. Chambers is a co-trustee and as to which Dr. Chambers has relinquished voting power and the power to dispose of the common stock and as to which Dr. Chambers disclaims beneficial ownership. Dr. Chamber’s address is 2121 North Frontage Rd., Vail, CO 81657.

3.	Includes options to purchase 24,000 shares, all of which were exercisable at October 1, 2002.

4.	Represents currently exercisable options to purchase 6,000 shares.

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(1)	Mr. Rouse was granted 30,000 options under the 2001 Stock Option Plan. The shares vest at the rate of 20% per year for five years until fully vested. The exercise price equals the market price on the date of grant. The market price at the date of grant was $2.00 per share.

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(1)	Calculated on the basis of the closing price per share for the Common Stock on the American Stock Exchange of $2.50 on December 31, 2001

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1.

who have no relationship to the Company that may interfere with the exercise of their independence from management and the Company; and

2.

who are financially literate or who become financially literate within a reasonable period of time after appointment to the Audit Committee. In addition, at least one member of the Audit Committee will have accounting or related financial management expertise.

•

The Audit Committee shall review with management and the outside auditors the audited financial statements to be included in the Company’s Annual Report on Form 10-K and review and consider with the outside auditors, the matters (if any) required to be discussed by Statement of Auditing Standards (“SAS”) No. 61.

•

As a whole, or through its chairperson, the Audit Committee shall review with the outside auditors the matters (if any) required to be discussed by SAS No. 61 in connection with the interim financial reviews conducted by the outside auditors prior to the Company’s filing of the Form 10-Q.

•

The Audit Committee will prepare the report of the Audit Committee required by the rules of the Securities and Exchange Commission to be included in the Company’s annual proxy statement.

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•

The Audit Committee shall discuss with management and the outside auditors the quality and adequacy of the Company’s internal controls, accounting policies and estimates, at least on an annual basis.

•

The Audit Committee shall obtain from the outside auditors annually, a formal written statement delineating all relationships between the outside auditors and the Company consistent with Independence Standards Board Standard No. 1; and discuss any such disclosed relationships and their impact on the outside auditor’s independence.

•

The Audit Committee, subject to any action that may be taken by the full Board, shall have the authority and responsibility to nominate for shareholder approval, evaluate and, where appropriate, replace the outside auditors.

•

The Audit committee will perform such other functions as may be required by regulations, the Company’s Certificate of Incorporation or its By-Laws.

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1.	Election of Directors:        Nominees:    Russell C. Chambers, M.D.        James E. Rouse

¨  VOTE FOR

all nominees listed above, except withhold from following        OR        ¨  VOTE WITHHELD from all nominees listed above.

2.	Approval of the Appointment of BDO Seidman, LLP            ¨  VOTE FOR        ¨  VOTE AGAINST        ¨  ABSTAIN

3.	Other Matters

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