8-K

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                       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

                                  May 18, 2001
                -------------------------------------------------
                (Date of Report; Date of Earliest Event Reported)


                           Raytel Medical Corporation
             ------------------------------------------------------
             (Exact name of registrant as specified in its charter)



                                    Delaware
                 ----------------------------------------------
                 (State or other jurisdiction of incorporation)


       0-27186                                              94-2787342
- ------------------------                       ---------------------------------
(Commission File Number)                       (IRS Employer Identification No.)


          2755 Campus Drive, Suite 200, San Mateo, CA       94403
          ----------------------------------------------------------
            (address of principal executive offices)      (Zip Code)


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






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ITEM 5. OTHER EVENTS.

         On May 21, 2001, Raytel Medical Corporation (the "Company") announced
that on May 18, 2001, its Board of Directors appointed Frank J. Abella, Jr. to
fill a vacant seat on the Board and approved the implementation of a 1-for-3
reverse stock split of the Company's common stock. The reverse split will be
effective following the close of business on May 22, 2001, and it is anticipated
that the shares will begin trading on a post-split basis effective at the
beginning of trading on May 23, 2001.

         The reverse stock split will reduce the number of shares of common
stock outstanding from approximately 8.8 million to approximately 2.9 million.
In order to avoid confusion, a new trading symbol, "RTLCD," will be substituted
for Raytel's current symbol "RTELC" for twenty trading days following May 23,
2001. A copy of the press release announcing the appointment of Frank J. Abella,
Jr. to the Board of Directors and the implementation of a 1-for-3 reverse stock
split is attached as Exhibit 99.1 and is incorporated herein by reference.

ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.

         (a) Financial statements of business acquired:

             Not applicable.

         (b) Pro forma financial information:

             Not applicable.

         (c) Exhibits:

                  Exhibit No.            Description
                  -----------            -----------
                    99.1                 Press Release dated May 21, 2001.


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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 hereunto duly authorized.

                                         RAYTEL MEDICAL CORPORATION

Date:  May 23, 2001                      By:  /s/ Richard F. Bader
                                            ---------------------------------
                                            Richard F. Bader
                                            Chairman and Chief Executive Officer


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                                  EXHIBIT INDEX

EXHIBIT NO.       DESCRIPTION

   99.1           Press Release dated May 21, 2001.


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EX-99.1

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                                  EXHIBIT 99.1

FOR IMMEDIATE RELEASE
                                                      CONTACT:  Richard F. Bader
                                                                Chairman and CEO

                          RAYTEL MEDICAL ANNOUNCES NEW
                  BOARD MEMBER AND 1-FOR-3 REVERSE STOCK SPLIT

         San Mateo, Calif - (BUSINESS WIRE) - May 21, 2001 - Raytel Medical
Corporation (Nasdaq: RTELC), a provider of healthcare services focusing on the
needs of patients with cardiovascular disease, today announced that its Board of
Directors has appointed Frank J. Abella, Jr. to fill a vacant seat on the Board
and approved the implementation of a 1-for-3 reverse stock split.

APPOINTMENT OF NEW DIRECTOR

         Frank J. Abella, Jr., 61, is founder and Managing Partner of Investment
Partners Group ("IPG"), an investment company. He is also President of IPG's
subsidiary, Investment Partners Asset Management, a registered investment
counseling and money management firm, Chief Executive Officer of another IPG
subsidiary, Investment Partners, Inc., an NASD broker-dealer, and President and
Managing Member of the Remington Value and Special Situation Fund. Mr. Abella is
a past member of the Emerging Company Marketplace of the American Stock Exchange
and a former representative to the Alumni Board of Trustees of Stephens
Institute of Technology. Mr. Abella holds Bachelor of Mechanical Engineering and
Master of Science degrees from Stevens and a Master of Business Administration
from Dartmouth College.

         Commenting on his appointment, Mr. Abella stated, "The investment
entities that I represent have been long-term investors in Raytel, and I am
pleased to be invited to join the Board. I expect to contribute by providing the
Board with insight into the goals and expectations of institutional investors. I
share management's belief in the underlying value of Raytel and hope to
contribute to improvements in the Company's operating results and the
enhancement of stockholder value."
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         Richard F. Bader, Raytel's Chairman and Chief Executive Officer,
stated, "I have had numerous contacts with Mr. Abella over the years, and I
believe he will be a valuable addition to our Board. In addition to his
expertise in the equities markets, Mr. Abella brings many years of business
experience that will be of value to the Company."

REVERSE STOCK SPLIT

         Raytel also announced that, following stockholder authorization
received at its recent annual meeting, the Board of Directors has approved the
implementation of a 1-for-3 reverse split of Raytel's common stock. The reverse
split will be effective following the close of business on May 22, 2001, and it
is anticipated that the shares will begin trading on a post-split basis
effective at the beginning of trading on May 23, 2001.

         The reverse stock split will reduce the number of shares of common
stock outstanding from approximately 8.8 million to approximately 2.9 million.
In order to avoid confusion, a new trading symbol will be substituted for
Raytel's current symbol "RTELC" for trading in the post-split common stock.

         As soon as practicable after the effective date of the reverse stock
split, stockholders will be requested to return their stock certificates
representing shares of old common stock outstanding on the effective date in
exchange for certificates representing the number of whole shares of new common
stock into which the shares of old common stock have been converted as a result
of the reverse stock split. Each stockholder will receive a letter of
transmittal from Raytel's transfer agent containing instructions on how to
exchange their certificates. Stockholders should not submit their old
certificates to the transfer agent until they receive these instructions.
Beginning with the effective date, each old certificate, until exchanged as
described above, will be deemed for all purposes to evidence ownership of the
number of whole shares of new common stock into which the shares evidenced by
the old certificates have been converted as a result of the reverse stock split.
No fractional shares will be issued. A stockholder will receive cash in lieu of
any fractional share based on the closing price


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of Raytel common stock on the Nasdaq SmallCap Market on the effective date of
the reverse stock split.

         Commenting on the reverse stock split, Mr. Bader stated, "The reverse
split is being implemented to increase the trading price of our common stock in
order to meet requirements for continued listing on the Nasdaq SmallCap Market.
We are hopeful that the reverse split will enable us to meet the minimum bid
price of $1.00 per share required by Nasdaq and that the Company's future
performance will justify sustained trading prices that do not further jeopardize
our status as a Nasdaq listed company."

ABOUT RAYTEL

         Raytel (www.raytel.com), headquartered in San Mateo, California, is a
leading provider of services and efficient dissemination of technical
information to physicians and patients. These services include remote cardiac
monitoring and testing services utilizing telephone technology and the delivery
of diagnostic information over secure Internet links, as well as ambulatory
diagnostic imaging facilities for general as well as cardiac imaging.

         Annually, Raytel provides cardiac testing and pacemaker monitoring
services to over 250,000 patients who are referred by approximately 12,000
physicians. Using Raytel's Patient Management Database, all of these physicians
have the ability to access their patient test results and also make use of other
services being offered at the site. Raytel has a database of more than 500
different pacemaker models, which it relies upon in the preparation of this
information. Raytel's imaging operations include MRI, CT and other radiological
exams provided in convenient, state-of-the-art facilities. The imaging
operations also include a network with over 550 multi-modality diagnostic
imaging facilities located throughout the East Coast. The network provides
services to over 600,000 beneficiaries participating in occupational injury and
management programs and group health plans.

SAFE HARBOR STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995

         The statements contained in this press release that are not purely
historical are forward-looking statements within the meaning of Section 21E of
the Securities and Exchange


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Act of 1934, as amended, including statements regarding Raytel's expectations,
beliefs, intentions, or strategies regarding the future. Forward-looking
statements involve risks and uncertainties, which could cause actual results to
differ materially from those projected. These risks include those associated
with the pending investigation by the Office of the Inspector General and the
U.S. Attorney of the certain business practices of Raytel's subsidiary, Raytel
Cardiac Services, Inc.; changes in Medicare or other third-party reimbursement
rates or policies; changes in laws or regulations governing the provision of
healthcare services; and increasing competition. These and other risks relating
to Raytel's business are described in more detail in Raytel's Form 10-K Report
for its fiscal year ended September 30, 2000, its Form 10-Q Report for the
quarter ended March 31, 2001, and other reports filed from time to time with the
Securities and Exchange Commission.