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):  March 2, 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 March 2, 2004 Arrhythmia Research Technology, Inc. (the “Company”) announced that its wholly owned subsidiary, Micron Products, Inc., has entered into a non-binding letter of intent to purchase substantially all of the operating assets of New England Molders, Inc. The Company issued a press release dated March 2, 2004, 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 March 2, 2004 announcing proposed asset purchase.

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 3rd day of March 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 March 2, 2004 announcing proposed asset purchase.

EX-99

AMEX: HRT
FOR IMMEDIATE RELEASE	Contact: David A. Garrison
Website: http://www.arthrt.com	(978) 345-5000
March 2, 2004

Arrhythmia Research Technology, Inc.
Announces Proposed Asset Purchase

Fitchburg, MA

        Arrhythmia Research Technology, Inc. (“ART”) today announced that its wholly-owned subsidiary, Micron Products, Inc., has entered into a non-binding letter of intent to purchase substantially all of the operating assets of New England Molders, Inc. (“NEMI”) of Shrewsbury, Massachusetts, a privately-held company, for a purchase price of $1,500,000 (subject to adjustment based on NEMI’s net valuation at closing). The purchase price is payable in the form of $1,100,000 from working capital, and ART common stock with a market value of $400,000; provided, however, that cash may be paid in lieu of common stock at the discretion of Micron Products, Inc. NEMI is a custom thermoplastic injection molder specializing in the manufacture of intricately designed disposable products primarily for the medical and electronics industries. NEMI is closely-held and had sales of approximately $2,000,000 (unaudited) for its fiscal year ended December 31, 2003. The proposed transaction is subject to a number of contingencies, including the negotiation and execution of a mutually acceptable acquisition agreement containing terms and provisions customary in connection with similar transactions and satisfactory completion of ART’s due diligence review of the assets of NEMI to be purchased. The transaction is expected to close on or about April 15, 2004.

        Forward-looking statements made herein are based on current expectations of ART and 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 cancellations of existing contracts, impact of competitive products and pricing, product demand and market acceptance, risks, the presence of competitors with greater financial resources than ART, product development and commercialization risks, changing economic conditions in developing countries, and an inability to arrange additional debt or equity financing.