Exhibit (a)(6)


             [Letterhead of Sheppard, Mullin, Richter & Hampton LLP]


Writer's Direct Line                                             Our File Number
(213) 617-4184                                                      2X5-83904
lbraun@sheppardmullin.com


                                  March 8, 2002


Lawrence Remmel, Esquire
Pryor Cashman Sherman & Flynn LLP
410 Park Avenue
New York, New York 10022


Dear Mr. Remmel:

                  In response to your letter of March 6, please be advised that
we believe the statements contained in the Schedule 14D-9 are not false or
misleading in any material respect. Taking the points in order:

YOUR STATEMENT: "The Form 14D-9 states, On November 6, 2001, Houlihan Lokey sent
a confidentiality agreement to Balfour for execution. We are not aware of any
efforts by Balfour to return the confidentiality agreement or attempt to
negotiate its terms. This statement is false. Balfour received the
confidentiality agreement and negotiated the confidentiality agreement. In this
regard lawyers of this firm negotiated the agreement with your firm (Attys. Dorf
and Kaye). The agreement was executed by Balfour on December 20, 2001. My letter
telecopied to your colleague Gregory Miller, dated December 21, 2001, states
"Balfour has executed the standstill agreement as negotiated between this firm
and counsel for the special committee." Your e-mail to me dated December 21,
2001 explicitly acknowledges that a confidentiality agreement was executed and
delivered by Balfour to Raytel."

RESPONSE: The reference to Balfour on November 6 relates to an inquiry by Rory
Riggs of Balfour expressing interest in the process in his capacity as a
shareholder of the Company. Riggs was advised that he would need to sign a
confidentiality agreement to get more information about the process. At his
request, a draft confidentiality agreement was sent. There was no response to





Lawrence Remmel, Esquire
March 8, 2002
Page 2


that draft and it was not executed. At that time, neither Houlihan Lokey nor the
Special Committee knew that Balfour would announce on December 17, 2001, that it
had joined in the proposal dated December 17, 2001 made to the Special Committee
by RT acting in concert with Balfour. That proposal states:

         "Balfour LLC is acting in concert with RTA for the sole purpose of
         assisting RTA in evaluating, preparing, negotiating and financing the
         transaction proposed herein. As of the date hereof, Balfour has not
         agreed to be bound by a Confidentiality Agreement to which RTA is a
         party, and accordingly Balfour LLC has not been provided with
         "Evaluation Material" (as defined in such Confidentiality Agreement)
         regarding the Company. Upon the acceptance by the Company of this
         proposal and the entry by the Company into an exclusivity agreement
         with the Offer Group as provided herein, Balfour LLC would be prepared
         to negotiate an acceptable form of confidentiality agreement with the
         Company and thereafter to commence due diligence as contemplated
         above."

Balfour itself was never a bidder individually and acknowledged in participating
in the RT bid that it was only prepared to sign a Confidentiality Agreement if
the RTA bid was accepted.

Balfour was advised by counsel for the Special Committee subsequent to receipt
of the December 17, 2001 proposal that if Balfour wanted to directly review
confidential information being sent out by Houlihan Lokey it would need to sign
a confidentiality agreement. Counsel for Balfour marked up a copy of the RT
confidentiality agreement, and discussed the revisions with counsel for the
Special Committee on December 19, 2001. Mr. Dorf, to whom you refer, is counsel
for RT and not the Special Committee. Balfour signed the marked up form of
agreement and it was sent to counsel for the Special Committee on December 20,
2001.

YOUR STATEMENT: "Houlihan Lokey and the Board knew that Balfour's involvement
was subject to the Board's waiver of the Rights Agreement dated as of August 14,
1998 and certain Delaware Statutes, which waiver would enable Balfour to work
with management without triggering these provisions. Through management, in
early November, Balfour requested the required permission from the Board of
Raytel. The Board granted this waiver on December 5, 2001. Since the granting of





Lawrence Remmel, Esquire
March 8, 2002
Page 3


this waiver, Balfour has worked actively and continuously to attempt to be part
of an active bidding process."

RESPONSE: The request for waiver of the rights agreement was negotiated with
counsel for RT on the basis that they could "enter into agreements, arrangements
or understandings with existing shareholders of the Company to secure equity or
debt participants in Acquiror [RT] for the sole purpose of assisting Acquiror in
evaluating, preparing, negotiating and financing a transaction." You note that
Balfour worked actively and consistently to attempt to be a part of the active
bidding process. The Special Committee received no notice between December 5,
2001 and December 17, 2001 that Balfour sought to deal directly with the Special
Committee or to execute a confidentiality agreement. Until December 17, 2001,
the Special Committee did not know whether or on what basis Balfour would join
in the RT proposal.

YOUR STATEMENT: "The Form 14D-9 states, "In a telephone conversation on December
14, 2001, Rory Riggs, the principal of Balfour, advised Houlihan Lokey that
Balfour was no longer interested in acquiring our company." This statement is
false. The actions of the parties demonstrate that continuing efforts were being
made at that time by Balfour with respect to the bid process. On Friday,
December 14, 2001 attorneys of this firm participated in a joint conference call
with Balfour and management to complete the offer letter submitted Monday,
December 17, and the resulting 13D disclosure. During this week, subject to the
specific waiver from the Board for Balfour to work with management, Balfour
actively worked with management to finalize the terms of the initial management
bid. In addition, on December 17 and December 19, 2001, attorneys of this firm
negotiated with attorneys of your firm with respect to the standstill agreement.
In addition my continuing correspondence and telephone calls with you made
abundantly clear Balfour's desire to participate in a fair bidding process."

RESPONSE: Houlihan Lokey stands by the statement that it was advised on December
14, 2001 by Rory Riggs that he was not participating in the bidding process. On
December 17, the Special Committee received the RT proposal in which Balfour
joined. The fact that Balfour worked with management to finalize a bid did not
involve the Special Committee. Balfour elected to participate in the RT bid
expressly acknowledging that it separately had not signed a Confidentiality
Agreement and would negotiate such an agreement only if the RT/Balfour bid was





Lawrence Remmel, Esquire
March 8, 2002
Page 4


accepted. The Special Committee was not advised that Balfour intended to file a
bid on its own.

YOUR STATEMENT: "The Form 14D-9 states, "On December 20, 2001, Houlihan Lokey
provided to each bidder our updated budget for 2002." This statement is false.
The management-Balfour bid letter instructed Houlihan Lokey to deal with
Balfour. My letter telecopied to your colleague Gregory Miller, dated December
21, 2001, states, "Balfour has executed the standstill agreement . . ..
Nonetheless, Balfour has not received the information requested by Balfour,
which you have delivered to other parties." My letter telecopied to you dated
December 21, 2001, states that a request for updated bids had been received by
Balfour, but that Balfour had not received information. Houlihan Lokey sent
information to Balfour by Federal Express (voucher dated December 21, 2001,
tracking number 814648168373), sending the package on December 21, 2001 (the
Friday before the Christmas holiday) with no notification to Balfour. The
package was actually received by Balfour on December 27, 2001, at 9:36 am."

RESPONSE: Late on December 20, 2001, counsel for Balfour forwarded a fax of the
signed confidentiality agreement to counsel for the Special Committee. On the
next day, supplemental material was Federal Expressed to Balfour by Houlihan
Lokey. All of the information in the supplement package was known to Mr. Bader
and the RT Group. By Balfour's own statement, it had joined this group "for the
sole purpose of assisting RTA in evaluating, preparing, negotiating and
financing a transaction." RT was formed by the Chief Executive Officer of Raytel
and a former director. The group of which Balfour was a part had full access to
information about the Company.

YOUR STATEMENT: "The Special Committee and Houlihan Lokey have delayed and
obstructed the bidding process. Houlihan Lokey at one stage in December refused
to give Balfour data, after acknowledging receipt of the confidentiality
agreement. Balfour called Houlihan Lokey several times after receiving the
information package on December 27, 2001, to review the bidding process and the
information delivered. To this date, none of these calls has ever been
returned."

RESPONSE: Houlihan Lokey sent the package to Balfour the day it received notice
that Balfour had signed a Confidentiality Agreement. The information forwarded
was already in the possession of RT, the group Balfour joined. On December 27,





Lawrence Remmel, Esquire
March 8, 2002
Page 5


2001, the Special Committee was in the process of finalizing the exclusivity
agreement with SHL which was signed on December 28, 2001. That agreement
precluded further provision of information to other bidders during its term.

YOUR STATEMENT: "Despite the many communications with the special committee and
its counsel indicating Balfour's desire to be part of the bidding process based
on the new information received, Balfour was never allowed to participate,
despite the fact the Board allowed SHL to lower its bid from $11.50 to $10.25,
only $0.75 higher than Balfour's initial bid."

RESPONSE: The facts contradict your argument. On December 21, 2001, counsel for
Balfour advised counsel for the Special Committee that "Balfour reaffirms its
existing bid." The Special Committee believed that the bid referred to was the
RT bid, with whom Balfour LLC was acting in concert, dated December 17, 2001.
The range of that bid was $7.50 - $9.50. Balfour never made a bid on its own.

YOUR STATEMENT: "Balfour was the equity behind the management group's bid.
Balfour's unequivocal belief is that Houlihan Lokey conducted a process in which
there was no chance of Balfour to bid fairly for Raytel. Quite the contrary, as
the evidence clearly shows, there was an active attempt to ensure that the
Balfour group was not allowed to enter the process."

RESPONSE: The consent given to RT on December 6, 2001 with respect to entering
into an agreement with existing shareholders was for the sole purpose of
assisting RT to evaluate, prepare, negotiate and finance a transaction. The RT
Group, of which Balfour elected to become a participant, was not only actively
involved in the process but instigated the entire process by announcing their
original proposal to arrange a management buyout of the Company. Your letter
implies that Balfour sought separate rights to participate as a bidder even
though Balfour in its own right never submitted a bid, expressed its intention
not to submit a bid, and participated in management's bid. The bid in which
Balfour participated and which Balfour reaffirmed on December 21, 2001, was not
the high bid and was conditioned on (i) the Special Committee first agreeing to
pay $300,000 of RT's expenses, (ii) exclusivity and (iii) a due diligence period
until January 31, 2002. Only if the proposal was accepted would Balfour
negotiate with respect to the execution of a confidentiality agreement. The bid





Lawrence Remmel, Esquire
March 8, 2002
Page 6


submitted on December 17, 2001, acknowledged that Balfour had not been provided
the Evaluation Material.

                  For these reasons, we do not believe that the disclosure in
the 14D-9 is false or misleading in any material way. However, in order to
respond to SEC comments, we propose to amend Item 4 of the Schedule 14D-9 on
Monday, March 11, 2002. We will include in such amendment clarifications
indicated by our responses above and will provide you with copies as filed.

                                            Very truly yours,


                                            /s/ Lawrence M. Braun
                                            ---------------------
                                            Lawrence M. Braun

                                 for SHEPPARD, MULLIN, RICHTER & HAMPTON LLP