Mail Stop 6010


								February 10, 2006


David A. Garrison, Chief Financial Officer
Arrhythmia Research Technology, Inc.
25 Sawyer Passway
Fitchburg, MA 01420


Re:	Arrhythmia Research Technology, Inc.
Item 4.01 Form 8-K filed February 9, 2006

Dear Mr. Garrison:

      We have reviewed your filing and have the following
comments.
Where indicated, we think you should revise your document in
response
to these comments.  If you disagree, we will consider your
explanation as to why our comment is inapplicable or a revision is
unnecessary.  Please be as detailed as necessary in your
explanation.
In some of our comments, we may ask you to provide us with more
information so we may better understand your disclosure.  After
reviewing this information, we may raise additional comments.

	Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or any other aspect
of
our review.  Feel free to call us at the telephone numbers listed
at
the end of this letter.

Form 8-K dated and filed February 9, 2006

1. Please amend Item 4(a) of Form 8-K to state the former
accountant
resigned and the specific date of resignation, as required by Item
304(a)(1)(i) of Regulation S-B.  It is not sufficient to indicate
the
date that the audit committee agreed to accept the resignation as
that wording is unclear to a reader as to when the resignation
took
place.  Generally, a resignation is a unilateral action and
effective
upon notification by the resigning accountant.
2. Please tell us why your statement as to whether there were any
disagreements with the former accountants is for the two fiscal
years
ended December 31, 2004 and December 31, 2003, and through
November
14, 2005.  This should be through the date of resignation.  See
Item
304(a)(1) of Regulation S-B. If November 14, 2005 is the date of
the
resignation, please amend the Form 8-K and date your report as of
the
date of resignation.
3. To this regard, if the former accountants` resignation was
November 14, 2005, please tell us why the Form 8-K was not filed
until February 3, 2006.  Please tell us how this affects
management`s
assessment of internal reporting controls.
4. To the extent that you make changes to the Form 8-K to comply
with
our comments, please obtain and file an updated Exhibit 16 letter
from the former accountants stating whether the accountant agrees
with the statements made in your revised Form 8-K.

      	As appropriate, please amend your filing and respond to
these comments within five business days or tell us when you will
respond.  You may wish to provide us with marked copies of the
amendment to expedite our review.  Please furnish a cover letter
with
your amendment that keys your responses to our comments and
provides
any requested information.  Detailed cover letters greatly
facilitate
our review.  Please understand that we may have additional
comments
after reviewing your amendment and responses to our comments.

	 We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing to be certain that the
filing includes all information required under the Securities
Exchange Act of 1934 and that they have provided all information
investors require for an informed investment decision.  Since the
company and its management are in possession of all facts relating
to
a company`s disclosure, they are responsible for the accuracy and
adequacy of the disclosures they have made.

	In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that:

* the company is responsible for the adequacy and accuracy of the
disclosure in the filing;

* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filing; and

* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

      In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filing or in
response to our comments on your filing.

	If you have any questions, please call me at 202 551-3618 or
Brian Cascio, Accounting Branch Chief at 202 551-3676.  You may
also
speak with Martin James, Senior Assistant Chief Accountant at 202
551-3671.

							Sincerely,



							Dennis C. Hult
					Staff Accountant






??

??

??

??

David A. Garrison
Arrhythmia Research Technology, Inc.
February 10, 2006
Page 3