SEC FORM 4

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SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

GUETTLER GREG H

(Last)

(First)

(Middle)

2915 WATERS ROAD, SUITE 108

(Street)

EAGAN

55121

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
HYPERTENSION DIAGNOSTICS INC /MN [ HDII ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	President

3. Date of Earliest Transaction (Month/Day/Year)
12/18/2003

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock								25,000	D
Common Stock	02/09/2004		P		20,356	A	⁽⁴⁾	20,356	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Options (right to buy)	⁽¹⁾							⁽¹⁾	⁽¹⁾	Common Stock	150,000		144,000	D
Options (right to buy)	⁽¹⁾							⁽¹⁾	⁽¹⁾	Common Stock	5,000		5,000	D
Options (right to buy)	⁽¹⁾							⁽¹⁾	⁽¹⁾	Common Stock	25,428		25,428	D
Class B Warrants (right to buy)	⁽¹⁾							⁽¹⁾	⁽¹⁾	Common Stock	4,000		4,000	D
Options (right to buy)	⁽¹⁾							⁽¹⁾	⁽¹⁾	Common Stock	30,000		30,000	D
Options (right to buy)	⁽¹⁾							⁽¹⁾	⁽¹⁾	Common Stock	25,000		25,000	D
Options (right to buy)	⁽¹⁾							⁽¹⁾	⁽¹⁾	Common Stock	150,000		150,000	D
Options (right to buy)	$0.2	12/18/2003		A		400,000		⁽²⁾	12/18/2013	Common Stock	400,000	⁽³⁾	400,000	D
Series A Preferred Stock	⁽⁴⁾	02/09/2004		P		1,280		⁽⁵⁾	⁽⁶⁾	Common Stock	1,280	⁽³⁾	1,280	D
Common Stock Warrant (right to buy)	$0.17⁽⁴⁾	02/09/2004		P		20,356		⁽⁵⁾	05/09/2004	Common Stock	20,356	⁽³⁾	20,356	D
Common Stock Warrant (right to buy)	$0.22⁽⁴⁾	02/09/2004		P		16,285		⁽⁵⁾	08/09/2004	Common Stock	16,285	⁽³⁾	16,285	D
Common Stock Warrant (right to buy)	$0.3⁽⁴⁾	02/09/2004		P		14,250		⁽⁵⁾	11/09/2004	Common Stock	14,250	⁽³⁾	14,250	D
Series A Preferred Stock Warrant (right to buy)	$2.04⁽⁴⁾	02/09/2004		P		1,280		⁽⁵⁾	05/09/2004	Series A Preferred Stock	1,280	⁽³⁾	1,280	D
Series A Preferred Stock Warrant (right to buy)	$2.64⁽⁴⁾	02/09/2004		P		1,024		⁽⁵⁾	08/09/2004	Series A Preferred Stock	1,024	⁽³⁾	1,024	D
Series A Preferred Stock Warrant (right to buy)	$3.6⁽⁴⁾	02/09/2004		P		896		⁽⁵⁾	11/09/2004	Series A Preferred Stock	896	⁽³⁾	896	D

Explanation of Responses:

1. Previously reported.

2. Grant vest as follows: 33.33% on 12/18/2004, 33.33% on 12/18/2005 and 33.33% on 12/18/2006.

3. See Table II, Column Item No. 2.

4. The reported securities are included w/in 1,280 Units purchased by reporting person for $3.9064/Unit. Ea. Unit consists of 1 share of Co.'s Series A Convertible Pref. Stock, 15.903 shares of common & 6 warrants:(a)1 9-mo. pref. stock ("PS") purchase warrant permits holder ("H") to buy 1 share of Series A Pref. at exercise price of $2.04/share;(b)1 9-mo. common stock ("CS") purchase warrant permits H to buy up to the # of shares of CS initially included in the Unit at exercise price $0.17/share;(c) 1 18-mo. PS purchase warrant permitting H to buy 80% of 1 share of Series A Pref. at exercise price $2.64/share;(d)1 18-mo. CS purchase warrant permits H to buy up to 80% of the # of shares of CS initially included in the Unit at exercise price $0.22/share; (e)1 60-mo. PS purchase warrant permits H to buy 70% of 1 share of the Series A Pref. at exercise price $3.60/share & (f) 1 60-mo. CS purchase warrant permits H to buy up to 70% of the # of CS initially incl. in the Unit at $0.30/share.

5. Immediately.

6. Not applicable.

	/s/ Julie Stewart, by power of attorney	03/09/2004
	** Signature of Reporting Person	Date
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