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                                 UNITED STATES

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D. C. 20549



                                   FORM 8-K/A

                                 AMENDMENT NO. 1

                                 CURRENT REPORT

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

Date of Report (Date of earliest event reported)  October 3, 1996


                           RAYTEL MEDICAL CORPORATION
               (Exact name of registrant as specified in charter)


         Delaware                     0-27186            94-2787342
(State or other jurisdiction        (Commission        (IRS Employer
    of incorporation)                File Number)       Identification No.)



        2755 CAMPUS DRIVE, SUITE 200, SAN MATEO, CA           94403
(Address of principal executive offices)                   (Zip Code)



Registrant's telephone number, including area code   (415) 349-0800





          (Former name or former address, if changed since last report)
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ITEM 7.  FINANCIAL STATEMENTS AND EXHIBITS.

(a)   Financial statements of businesses acquired.

         In its original filing on Form 8-K, filed on or about October 3, 1996,
         the Company indicated that it was impracticable to provide the audited
         financial statements of the SETCA Practice for the periods required at
         the date of the report. The Company further indicated that it intended
         to file such financial statements as soon as they become available and
         in any event not later than December 2, 1996.

         Since the date of the original filing on Form 8-K, the Commission has
         promulgated Release Nos. 33-7355; 34-37802; International Series No.
         1021 pursuant to which the Commission adopted revisions to its rules
         that streamline requirements with respect to financial statements of
         significant business acquisitions in filings made under the Securities
         Act of 1933 and the Securities Exchange Act of 1934. The amendments
         affected Rule 3-05 of Regulation S-X, Item 310 of Regulation S-B, Item
         17 of Form S-4, Item 17 of Form F-4, and General Instructions and Item
         7 of Form 8-K. The latter two are relevant to the Company's filing.

         The amendment to the General Instructions and Item 7 of Form 8-K raises
         the thresholds at which an acquired business will be considered
         significant enough to require the provision of its audited financial
         statements in filings made under either the Exchange Act or the
         Securities Act. The amended rules provide that audited financial
         statements of an acquired business should be furnished for the most
         recent fiscal year if the significance of the acquiree exceeds 20
         percent. No financial statements will be required for acquisitions
         below the 20 percent significance threshold.

         The Company's acquisition of the SETCA Practice occurred prior to the
         adoption of the amendment to the General Instructions and Item 7 of
         Form 8-K. However, the due date for the filing of the supplemental
         financial information falls after the effective date of the amendment.
         The Company believes that it is not required to file the supplemental
         financial information because the acquisition of the SETCA Practice is
         below the revised 20 percent threshold and audited financial statements
         were not readily available at the time of the initial report.
         Therefore, the Company believes that its interpretation is in keeping
         with the intent of the amendment to reduce the burden of providing
         audited financial statements of the acquired business, especially which
         the cost of doing so would be unduly burdensome to the Company.


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                                   SIGNATURES

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.


                                            RAYTEL MEDICAL CORPORATION



Dated:  November 22, 1996                By: /s/ Richard F. Bader
                                            ______________________________
                                            Richard F. Bader
                                            Chairman and Chief Executive Officer



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