<PAGE>   1
                                  UNITED STATES

                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                    FORM 10-Q


(Mark One)

[X]  Quarterly report pursuant to Section 13 or 15(d) of the Securities 
     Exchange Act of 1934.  For the Quarterly period ended March 31, 1997; or

[ ]  Transition report pursuant to Section 13 or 15(d) of the Securities 
     Exchange Act of 1934.  For the transition period 
     from ____________________ to ___________________.

                             Commission File Number: 0-27186

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

            DELAWARE                                      94-2787342
  (State or other jurisdiction of                         (I.R.S. Employer
  incorporation or organization)                          Identification No.)

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

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


Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.

Yes [X]    No [ ]


Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.

<TABLE>
<CAPTION>
      CLASS                        SHARES OUTSTANDING AS OF APRIL 30, 1997
      -----                        ---------------------------------------
<S>                                                  <C>      
   COMMON STOCK
($.001 PAR VALUE)                                    8,444,182
</TABLE>



<PAGE>   2
                   RAYTEL MEDICAL CORPORATION AND SUBSIDIARIES

                                      INDEX

<TABLE>
<CAPTION>
                                                                                               PAGE
                                                                                               ----
<S>                                                                                            <C>
                          PART I. FINANCIAL INFORMATION

Item 1.  Financial Statements

         Condensed Consolidated Balance Sheets as of
             March 31, 1997 and September 30, 1996...............................................3

         Condensed Consolidated Statements of Operations
            for the three months and the six months ended March 31, 1997 and 1996................4

         Condensed Consolidated Statements of Cash Flows
            for the six months ended March 31, 1997 and 1996.....................................5


Item 2.  Management's Discussion and Analysis of Financial
                 Condition and Results of Operations.............................................6

                           PART II. OTHER INFORMATION

Item 4.  Submission of Matters to a Vote of Security Holders....................................12

Item 6.  Exhibits and Reports on Form 8-K.......................................................12

SIGNATURE.......................................................................................13
</TABLE>

                                       2

<PAGE>   3
                          PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

                   RAYTEL MEDICAL CORPORATION AND SUBSIDIARIES
                      CONDENSED CONSOLIDATED BALANCE SHEETS
                      MARCH 31, 1997 AND SEPTEMBER 30, 1996
                                 (000'S OMITTED)

                                     ASSETS


<TABLE>
<CAPTION>
                                                               MARCH 31,   SEPTEMBER 30,
                                                                 1997          1996
                                                               --------      --------
                                                             (UNAUDITED)
<S>                                                            <C>           <C>      
Current assets:
  Cash and cash equivalents                                    $  4,785      $  5,737
  Receivables, net                                               24,833        21,753
  Prepaid expenses and other                                      2,171         1,472
                                                               --------      --------
         Total current assets                                    31,789        28,962

Investment in and advances to
  unconsolidated entities and partnerships                           35            74
Property and equipment, less accumulated
  depreciation and amortization                                   9,382         9,156
Intangible assets, less accumulated
  amortization                                                   29,523        29,838
                                                               --------      --------
         Total assets                                          $ 70,729      $ 68,030
                                                               ========      ========

                      LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
  Current portion of long-term debt                            $  1,026      $  2,703
  Current portion of capital lease obligations                      513           562
  Accounts payable                                                2,385         2,861
  Accrued liabilities                                             7,086         6,632
                                                               --------      --------
         Total current liabilities                               11,010        12,758

Long-term debt, net of current portion                            3,516         3,842
Capital lease obligations, net of current portion                   243           469
Deferred liabilities                                              1,117           983
Minority interest in consolidated entities                          671         1,100
                                                               --------      --------
         Total liabilities                                       16,557        19,152
                                                               --------      --------

Stockholders' equity:
  Common stock                                                        8             8
  Additional paid-in capital                                     55,906        55,585
  Common stock to be issued                                         943           852
  Accumulated deficit                                            (2,216)       (7,567)
                                                               --------      --------
                                                                 54,641        48,878
  Less treasury stock, at cost                                     (469)            -
                                                               --------      --------
         Total stockholders' equity                              54,172        48,878
                                                               --------      --------
         Total liabilities and stockholders' equity            $ 70,729      $ 68,030
                                                               ========      ========
</TABLE>

                                       3


<PAGE>   4
                   RAYTEL MEDICAL CORPORATION AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
        FOR THE THREE MONTHS AND SIX MONTHS ENDED MARCH 31, 1997 AND 1996
                                   (UNAUDITED)
                    (000'S OMITTED, EXCEPT PER SHARE AMOUNTS)


<TABLE>
<CAPTION>
                                                                         THREE MONTHS ENDED                   SIX MONTHS ENDED
                                                                     --------------------------          --------------------------
                                                                     MARCH 31,         MARCH 31,         MARCH 31,         MARCH 31,
                                                                       1997              1996              1997              1996
                                                                     --------          --------          --------          --------
<S>                                                                  <C>               <C>               <C>               <C>     
Revenues:
  Pacing, CEDS and Holter revenues                                   $ 11,802          $ 10,564          $ 23,971          $ 20,838
  Diagnostic imaging service revenues                                   4,309             4,977             8,833            10,007
  Heart center, practice management
      and other revenues                                                4,325             2,505             8,284             3,017
                                                                     --------          --------          --------          --------
         Total revenues                                                20,436            18,046            41,088            33,862
                                                                     --------          --------          --------          --------

Costs and expenses:
  Operating costs                                                       8,127             7,089            16,364            12,180
  Selling, general and administrative                                   7,439             6,838            15,107            13,642
  Depreciation and amortization                                         1,462             1,302             2,943             2,633
                                                                     --------          --------          --------          --------
         Total costs and expenses                                      17,028            15,229            34,414            28,455
                                                                     --------          --------          --------          --------

  Operating income                                                      3,408             2,817             6,674             5,407

Interest expense                                                          104                76               252               434
Other expense (income)                                                 (2,591)             (165)           (2,676)             (297)
Minority interest                                                          78               172               180               423
                                                                     --------          --------          --------          --------
  Income before income taxes and
     extraordinary item                                                 5,817             2,734             8,918             4,847

Provision for income taxes                                              2,327             1,093             3,567             1,938
                                                                     --------          --------          --------          --------
  Income before extraordinary item                                      3,490             1,641             5,351             2,909

Extraordinary item, net of related tax benefit                              -                 -                 -               402
                                                                     --------          --------          --------          --------
  Net income                                                         $  3,490          $  1,641          $  5,351          $  2,507
                                                                     ========          ========          ========          ========
  Net income per share before
     extraordinary item                                              $    .39          $    .19          $    .60          $    .39
                                                                     ========          ========          ========          ========
  Net income per share                                               $    .39          $    .19          $    .60          $    .33
                                                                     ========          ========          ========          ========
Weighted average common shares and
  dilutive equivalents outstanding                                      8,933             8,756             8,945             7,544
                                                                     ========          ========          ========          ========
</TABLE>


<PAGE>   5
                   RAYTEL MEDICAL CORPORATION AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                FOR THE SIX MONTHS ENDED MARCH 31, 1997 AND 1996
                                   (UNAUDITED)
                                 (000'S OMITTED)


<TABLE>
<CAPTION>
                                                                    MARCH 31,    MARCH 31,
                                                                      1997         1996
                                                                     -------      --------
<S>                                                                  <C>          <C>     
Cash flows from operating activities:
  Net income                                                         $ 5,351      $  2,507
    Adjustments to reconcile net income to net cash provided
      by operating activities:
      Depreciation and amortization                                    2,943         2,633
      Minority interest                                                  180           423
      Other, net                                                        (531)          522
Changes in operating accounts:
  Receivables, net                                                    (2,780)       (2,034)
  Prepaid expenses and other                                            (699)         (318)
  Accounts payable                                                      (476)          361
  Accrued liabilities and other                                          456          (407)
                                                                     -------      --------
             Net cash provided by operating activities                 4,444         3,687
                                                                     -------      --------

Cash flows from investing activities:
  Capital expenditures                                                (1,890)         (917)
  Purchase of physician practice                                        (427)            -
  Other, net                                                             579           (46)
                                                                     -------      --------
             Net cash used in investing activities                    (1,738)         (963)
                                                                     -------      --------

Cash flows from financing activities:
  Net proceeds from initial public offering                                -        20,400
  Repurchase of warrants                                                   -        (2,101)
  Income distributions to noncontrolling investors                      (614)         (464)
  Principal repayments of debt                                        (2,897)      (11,873)
  Other, net                                                            (147)           63
                                                                     -------      --------
             Net cash provided by (used in) financing activities      (3,658)        6,025
                                                                     -------      --------
Net increase (decrease) in cash and cash equivalents                    (952)        8,749
Cash and cash equivalents at beginning of period                       5,737         4,983
                                                                     -------      --------
Cash and cash equivalents at end of period                           $ 4,785      $ 13,732
                                                                     =======      ========
</TABLE>

     The interim financial statements furnished above reflect all adjustments
which are, in the opinion of management, necessary to a fair statement of the
results for the interim periods presented. These interim financial statements
should be read in conjunction with the financial statements and notes included
in Raytel Medical Corporation's (the "Company") September 30, 1996 Annual Report
on Form 10-K.

     The foregoing interim results are not necessarily indicative of the results
of operations for the full fiscal year ending September 30, 1997.

                                       5

<PAGE>   6
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
        OF OPERATIONS

      This discussion and analysis includes a number of forward-looking
statements which reflect the Company's current views with respect to future
events and financial performance. These forward-looking statements are subject
to certain risks and uncertainties, including those discussed under "Business
Environment and Future Results" and elsewhere in this Item, that could cause
actual results to differ materially from historical results or those
anticipated. In this Item, the words "anticipates," "believes," "expects,"
"intends," "future" and similar expressions identify forward-looking statements.
Readers are cautioned not to place undue reliance on these forward-looking
statements, which speak only as of the date hereof.


OVERVIEW

      The Company generates substantially all of its revenues from the provision
of transtelephonic pacemaker monitoring services for cardiac pacemaker patients
("Pacing"), cardiac event detection services ("CEDS") and ("Holter"), diagnostic
imaging services and cardiac catheterization procedures. Beginning on February
1, 1996 and September 18, 1996, revenue is also being provided from the
operation of the Raytel Heart Center at Granada Hills ("RHCGH") and from the
management of Southeast Texas Cardiology Associates, P.A. ("SETCA"), a physician
practice, respectively. Also, beginning on November 1, 1996, revenue is being
provided from the management of Comprehensive Cardiology Consultants, a Medical
Group, Inc. ("CCMG"), a physician practice, as described below.

      The Company's investment in one consolidated venture that operates three
of the consolidated diagnostic imaging centers terminated on December 31, 1996.
Revenues contributed by this venture were $0 and $666,000 for the three months
ended March 31, 1997 and 1996, respectively, and $512,000 and $1,426,000 for the
six months ended March 31, 1997 and 1996, respectively. The Company's investment
in another consolidated venture is expected to terminate on July 30, 1997.
Revenues contributed by this venture were $245,000 and $293,000 for the three
months ended March 31, 1997 and 1996, respectively, and $526,000 and $564,000
for the six months ended March 31, 1997 and 1996, respectively.

      On October 18, 1996, the Company, through a subsidiary, entered into a
long-term management service agreement whereby the Company will manage the
non-medical aspects of the CCMG practice. Total consideration for the
transaction was cash of $427,000, promissory notes of $620,000 and 14,376 shares
of common stock to be delivered at future dates, valued at $91,000 (which is a
discount from fair market value due primarily to the delay in the delivery of
the shares).

      In September 1996, the Company received a favorable administrative
decision related to a billing dispute with a New York Medicare carrier. The
Company billed the carrier at a reimbursement rate which was in effect at the
time the Company acquired the CardioCare division from Medtronic, Inc. in 1993.
The reimbursement rate was confirmed by the carrier after the acquisition.
Following an audit of the carrier by the Healthcare Finance Administration
("HCFA"), the Company was ordered to return approximately $4 million to
Medicare, a decision the Company appealed. The Company was first notified on
September 23, 1996, and again on December 12, 1996 in a reissued opinion, that
an administrative law judge found that the Company was without fault and was
entitled to the approximately $4 million in question. The time for HCFA and the
Social Security Administration to file an appeal expired on February 10, 1997.
After accounting for administrative costs and reimbursements due to Medtronic as
a result of the terms of the acquisition of Cardiocare and a separate provision
against the value of a non-operating asset, the Company recognized other income
of $2,510,000 pretax in its second fiscal quarter ending March 31, 1997, with a
positive after tax effect of $1,506,000 or $.17 per share (the "Settlement").

      Practice management revenues are recognized pursuant to long-term
arrangements with physician groups pursuant to which the Company provides the
physician group with a full range of services, including but not limited to
physician practice office space, specialized clinical and procedural facilities,
medical equipment, data processing and medical record keeping, billing and
collection procedures and services, non-physician licensed 

                                       6

<PAGE>   7
personnel, such as nurses and technicians, as well as office staff and
administrative personnel. The Company's management revenues are derived from the
physician group's revenues, generally as a purchased service, except for the
physician compensation and employment benefits, which are paid by the physician
group on a priority basis. Under existing management services arrangements, the
Company's revenues represent approximately 62% and 56% of the revenues of the
physician groups for the three and six months ended March 31, 1997,
respectively.

      On May 5, 1997, the Company announced that it has retained Dillon, Read &
Co., Inc. to help the Company evaluate options for the future of it's diagnostic
imaging business. The Company intends to explore all possible alternatives for
the business including a sale or the investment of additional capital to fund
growth.

      In February 1997, the Financial Accounting Standards Board issued
Statement of Financial Accounting Standards No. 128, "Earnings Per Share,"
("SFAS 128"). SFAS 128 establishes new standards for computing and presenting
earnings per share. SFAS 128 is effective for financial statements issued for
periods ending after December 15, 1997 and earlier adoption is not permitted.
The Company has not quantified the impact of adopting SFAS 128.

RESULTS OF OPERATIONS

      Three Months Ended March 31, 1997 Compared to Three Months Ended March 31,
1996.

      The operations of RHCGH are included in the Company's Consolidated
Statements of Operations since February 1, 1996, the effective date of the
agreement. Accordingly, RHCGH's operations are included for the three month
period ended March 31, 1997, but are only included for two months of the three
month period ended March 31, 1996. The operations of Cardio Data Services
("CDS") are included in the Company's Consolidated Statements of Operations
since June 11, 1996, the effective date of the Company's acquisition of CDS.
Accordingly, the operations of CDS are included in the three month period ended
March 31, 1997, but are not included in the three month period ended March 31,
1996. The results of operations from the management service agreements with
SETCA and CCMG are included in the Company's Consolidated Statements of
Operations since September 18, 1996 and November 1, 1996, the effective dates of
each respective agreement. Accordingly, such results are included in the three
month period ended March 31, 1997, but are not included in the three month
period ended March 31, 1996.

      Revenues. Pacing, CEDS and Holter revenues increased by $1,238,000, or
11.7%, from $10,564,000 for the three months ended March 31, 1996 to $11,802,000
for the three months ended March 31, 1997, due primarily to the inclusion of
revenues from CDS. Diagnostic imaging service revenues decreased by $668,000, or
13.4%, from $4,977,000 for the three months ended March 31, 1996 to $4,309,000
for the three months ended March 31, 1997, due primarily to the termination of a
venture on December 31, 1996. Heart Center, practice management and other
revenues increased by $1,820,000 or 72.7% from $2,505,000 for the three months
ended March 31, 1996 to $4,325,000 for the three months ended March 31, 1997 due
primarily to the inclusion of revenues from the physician practices, and to a
lesser extent, revenues from RHCGH.

      As a result of the foregoing factors, total revenues increased by
$2,390,000 or 13.2% from $18,046,000 for the three months ended March 31, 1996
to $20,436,000 for the three months ended March 31, 1997.

      Operating Expenses. Operating costs and selling, general and
administrative expenses increased by $1,639,000, or 11.8%, from $13,927,000 for
the three months ended March 31, 1996 to $15,566,000 for the three months ended
March 31, 1997 due primarily to the inclusion of costs and expenses from RHCGH,
from the management of the physician practices and CDS operations. These
increases were partially offset by decreases in costs and expenses at operating
facilities, other than CDS, which provide Pacing, CEDS and Holter services due
to cost containment measures. Operating costs and selling, general and
administrative expenses as a percentage of total revenues decreased slightly
from 77.2% for the three months ended March 31, 1996 to 76.2% for the three
months ended March 31, 1997. At RHCGH operating expenses were slightly in excess
of revenues for the three month periods ended March 31, 1997 and 1996.



                                       7
<PAGE>   8

      Depreciation and Amortization. Depreciation and amortization expense
increased by $160,000, from $1,302,000 for the three months ended March 31, 1996
to $1,462,000 for the three months ended March 31, 1997, but remained relatively
unchanged as a percentage of revenues.

      Operating Income. As a result of the foregoing factors, operating income
increased by $591,000 or 21.0% from $2,817,000 for the three months ended March
31, 1996 to $3,408,000 for the three months ended March 31, 1997.

      Interest Expense. Interest expense increased by $28,000, or 36.8%, from
$76,000 for the three months ended March 31, 1996 to $104,000 for the three
months ended March 31, 1997.

      Other expense (income). Other income increased by $2,426,000, from
$165,000 for the three months ended March 31, 1996 to $2,591,000 for the three
months ended March 31, 1997 due primarily to the Settlement.

      Income Taxes. The provision for income taxes increased by $1,234,000, or
112.9%, from $1,093,000 for the three months ended March 31, 1996 to $2,327,000
for the three months ended March 31, 1997 as a result of increased taxable
income.

      Net Income. As a result of the foregoing factors, net income increased by
$1,849,000, or 112.7%, from $1,641,000 for the three months ended March 31, 1996
to $3,490,000 for the three months ended March 31, 1997.

Six Months Ended March 31, 1997 Compared to Six Months Ended March 31, 1996.

      The operations of RHCGH are included in the Company's Consolidated
Statements of Operations since February 1, 1996, the effective date of the
agreement. Accordingly, the RHCGH's operations are included in the six month
period ended March 31, 1997, but are only included for two months of the six
month period ended March 31, 1996. The operations of CDS are included in the
Company's Consolidated Statements of Operations since June 11, 1996, the
effective date of the Company's acquisition of CDS. Accordingly, the operations
of CDS are included in the six month period ended March 31, 1997, but are not
included in the six month period ended March 31, 1996. The results of operations
from the management service agreements with SETCA and CCMG are included in the
Company's Consolidated Statements of Operations since September 18, 1996 and
November 1, 1996, the effective dates of each respective agreement. Accordingly,
such results are included in the six month period ended March 31, 1997, but are
not included in the six month period ended March 31, 1996.

      Revenues. Pacing, CEDS and Holter revenues increased by $3,133,000, or
15.0%, from $20,838,000 for the six months ended March 31, 1996 to $23,971,000
for the six months ended March 31, 1997, due primarily to the inclusion of
revenues from CDS. Diagnostic imaging service revenues decreased by $1,174,000,
or 11.7%, from $10,007,000 for the six months ended March 31, 1996 to $8,833,000
for the six months ended March 31, 1997, due primarily to the termination of a
venture on December 31, 1996. Heart Center, practice management and other
revenues increased by $5,267,000 or 174.6% from $3,017,000 for the six months
ended March 31, 1996 to $8,284,000 for the six months ended March 31, 1997 due
primarily to the inclusion of revenues from RHCGH and revenues from the
physician practices.

      As a result of the foregoing factors, total revenues increased by
$7,226,000 or 21.3% from $33,862,000 for the six months ended March 31, 1996 to
$41,088,000 for the six months ended March 31, 1997.

      Operating Expenses. Operating costs and selling, general and
administrative expenses increased by $5,649,000, or 21.9%, from $25,822,000 for
the six months ended March 31, 1996 to $31,471,000 for the six months ended
March 31, 1997, due primarily to inclusion of costs and expenses from RHCGH and
CDS and, to a lesser extent, costs and expenses from the management of the
physician practices. These increases were partially offset by decreases in costs
and expenses at operating facilities, other than CDS, which provide Pacing, CEDS
and Holter services due to cost containment measures. Operating costs and
selling, general and administrative expenses as a percentage of total revenues
remained relatively unchanged. At RHCGH operating expenses were slightly in
excess of revenues for the six month periods ended March 31, 1997 and 1996.



                                       8
<PAGE>   9

      Depreciation and Amortization. Depreciation and amortization expense
increased by $310,000, from $2,633,000 for the six months ended March 31, 1996
to $2,943,000 for the six months ended March 31, 1997, but declined as a
percentage of revenues from 7.8% for the six months ended March 31, 1996 to 7.2%
for the six months ended March 31, 1997.

      Operating Income. As a result of the foregoing factors, operating income
increased by $1,267,000 or 23.4% from $5,407,000 for the six months ended March
31, 1996 to $6,674,000 for the six months ended March 31, 1997.

      Interest Expense. Interest expense decreased by $182,000, or 41.9%, from
$434,000 for the six months ended March 31, 1996 to $252,000 for the six months
ended March 31, 1997 due primarily to the final repayment of term debt in the
first quarter of fiscal 1996, the repayment of a subordinated note during fiscal
1996 and a reduction in the principal amount outstanding under equipment loans
and capital leases.

      Other expense (income). Other income increased by $2,379,000 from $297,000
for the six months ended March 31, 1996 to $2,676,000 for the six months ended
March 31, 1997 due primarily to the Settlement.

      Income Taxes. The provision for income taxes increased by $1,629,000, or
84.1%, from $1,938,000 for the six months ended March 31, 1996 to $3,567,000 for
the six months ended March 31, 1997 as a result of increased taxable income.

      Extraordinary Item. An extraordinary noncash charge of $402,000, net of
the related tax benefit, for the write-off of unamortized debt discount and the
write-off of capitalized debt issuance expense was recorded during the three
months ended December 31, 1995. This charge resulted from the repayment of
indebtedness and the repurchase of certain redeemable warrants from the net
proceeds of the Company's initial public offering in December 1995.

      Net Income. As a result of the foregoing factors, net income increased by
$2,844,000, or 113.4%, from $2,507,000 for the six months ended March 31, 1996
to $5,351,000 for the six months ended March 31, 1997.

BUSINESS ENVIRONMENT AND FUTURE RESULTS

      The Company's future operating results may be effected by various trends
in the healthcare industry as well as by a variety of other factors, some of
which are beyond the Company's control.

      The healthcare industry is undergoing significant change as third-party
payors attempt to control the cost, utilization and delivery of healthcare
services. Substantially all of the Company's revenues are derived from Medicare,
HMOs, and commercial insurers and other third-party payors. Both government and
private payment sources have instituted cost containment measures designed to
limit payments made to healthcare providers, by reducing reimbursement rates,
limiting services covered, increasing utilization review of services,
negotiating prospective or discounted contract pricing, adopting capitation
strategies and seeking competitive bids. Although the Company's total revenues
have increased in each of the last three fiscal years, revenue growth of the
Company's Pacing operations during that period has been negatively impacted by
Medicare reimbursement rate reductions in certain geographic areas. Additional
reimbursement rate reductions applicable to the Company's Pacing procedures
became effective on January 1, 1996. These reductions had a negative effect on
the Company's operating results for fiscal 1996 and the first quarter of fiscal
1997 and, unless modified, will continue to have a negative effect on its
ongoing results. Further slight rate reductions became effective on January 1,
1997. The Company cannot predict with any certainty whether or when additional
reductions or changes in Medicare or other third-party reimbursement rates or
policies will be implemented. There can be no assurance that future changes, if
any, will not adversely affect the amounts or types of services that may be
reimbursed to the Company, or that future reimbursement of any service offered
by the Company will be sufficient to cover the costs and overhead allocated to
such service.



                                       9
<PAGE>   10

      From time to time Congress considers legislation to reduce Medicare and
Medicaid expenditures. Future legislation of this type could have a material
adverse effect on the Company's business, financial condition and operating
results.

      A key element of the Company's long-range strategy is the development and
operation of integrated heart centers and the acquisition of cardiac healthcare
providers and the assets of physician practices and other businesses related to
its current operations. In January 1996, the Company entered into an agreement
for the development of a heart center (RHCGH) which began operations on February
1, 1996, and in September 1996, the Company acquired all of the non-medical
assets of a physician practice (SETCA) and entered into a long-term management
service agreement. A second physician practice management service agreement
(CCMG) was entered into effective November 1, 1996. The success of the Company's
existing and future heart centers and physician practice management activities
will depend upon several factors including the Company's ability to: obtain, and
operate in compliance with, appropriate licenses; control costs and realize
operating efficiencies; educate patients, referring physicians and third-party
payors about the benefits of such heart centers; and provide cost-effective
services that meet or exceed existing standards of care.

      An element of the Company's strategy is to expand, in part, through
acquisitions and investments in complementary healthcare businesses. The
implementation of this strategy may place significant strain on the Company's
administrative, operational and financial resources and increased demands on its
systems and controls. There can be no assurances that businesses acquired by the
Company, either recently or in the future, will be integrated successfully and
profitably into the Company's operations, that suitable acquisition or
investment opportunities will be identified, or that any such transactions can
be consummated.

      Providers of healthcare services are subject to numerous federal, state
and local laws and regulations that govern various aspects of their business.
There can be no assurance that the Company will be able to obtain regulatory
approvals that may be required to expand its services or that new laws or
regulations will not be enacted or adopted that will have a material adverse
effect on the Company's business, financial condition or operating results.

      The healthcare businesses in which the Company is engaged are highly
competitive. The Company expects competition to increase as a result of ongoing
consolidations and cost-containment pressures, among other factors.

      The trading price of the Company's Common Stock could be subject to wide
fluctuations in response to quarterly variations in the Company's operating
results, shortfalls in such operating results from levels forecasted by
securities analysts and other events or factors. In addition, the stock market
has, from time to time, experienced extreme price and volume fluctuations that
have particularly affected the market prices of companies in the healthcare
service industries and that have often been unrelated to the operating
performance of the affected companies. Announcements of changes in reimbursement
policies of third-party payors, regulatory developments, economic news and other
external factors may have a significant impact on the market price of healthcare
stocks, including the Company's Stock.

LIQUIDITY AND CAPITAL RESOURCES

      The Company's liquidity was materially improved as a result of the
completion of the initial public offering of its Common Stock in December 1995
and its receipt of $20,400,000 in net proceeds therefrom. The Company acquired
certain assets and assumed certain liabilities of CDS in June 1996 for cash in
the amount of $14,254,000, SETCA in September 1996 for cash in the amount of
$4,010,000 and CCMG in November 1996 for cash in the amount of $427,000. At
March 31, 1997, the Company had working capital of $20,779,000, compared to
$16,204,000 at September 30, 1996. At March 31, 1997, the Company had cash and
temporary cash investments of $4,785,000.


                                       10
<PAGE>   11

      The Company batch-bills Medicare insurance carriers for most cardiac
testing services performed during the first five months of each calendar year.
This practice results in a temporary build-up of accounts receivable during the
Company's second and third fiscal quarters and the collection of these
receivables primarily during the subsequent fourth fiscal quarter and the first
quarter of the following fiscal year.

      The Company has a revolving line of credit with two banks in the amount of
$25,000,000 to fund working capital needs, future acquisitions, equipment
purchases and other business needs. Amounts outstanding under the line of credit
bear interest based on a defined formula and are subject to certain covenants.
The line of credit expires in August 1998 at which time any outstanding balance
converts to a five year term loan. At March 31, 1997, the amount outstanding
under the line of credit was $705,000.

      The Company's long-term capital requirements will depend on numerous
factors, including the rate at which the Company develops and opens new heart
centers or acquires existing heart centers or other businesses, if any. The
Company believes that its cash and cash equivalent balances, together with
amounts available from bank borrowings and cash generated by its operating
activities, will be adequate to meet the Company's anticipated needs for working
capital and capital expenditures through fiscal 1997.


                                       11
<PAGE>   12
                           PART II. OTHER INFORMATION


       ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

       a.    The Company's annual meeting of stockholders was held on March 6,
             1997.

       b.    The following persons nominated by management were elected to serve
             as directors:

<TABLE>
<CAPTION>
                                                                               Shares
                                                                       -----------------------
                  Name                                                 For            Withheld
                  ----                                                 ---            --------
<S>                                                                 <C>                 <C>   
             Richard F. Bader                                       7,180,383           26,865
             Allan Zinberg                                          7,184,617           22,631
</TABLE>

              The following directors remained in office; Gene I. Miller,
              Timothy J. Wollaeger, Albert Henry, F. David Rollo, M.D., and
              Thomas J. Fogarty, M.D.

       c.     The following additional matters voted upon at the meeting and the
              results of the voting were as follows:

             1.  To ratify the appointment of Arthur Andersen LLP as the
                 independent accountants of the Company for the fiscal year
                 ending September 30, 1997.

<TABLE>
<CAPTION>
                                                  Shares
                                     -------------------------------------
                                     For          Against          Abstain
                                     ---          -------          -------
<S>                               <C>              <C>             <C>   
                                  7,181,763        9,545           15,940
</TABLE>


       ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

       A.    EXHIBITS:

             The following exhibits are filed as a part of this Report:

<TABLE>
<CAPTION>
                       Exhibit
                       Number                                           Title
                       ------                                           -----
<S>                                                            <C>
                          27                                   Financial data schedule
</TABLE>


       B.     REPORTS ON FORM 8-K:

              The Company filed no reports on Form 8-K during the quarter ended
              March 31, 1997.


                                       12
<PAGE>   13
                                    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.

                                            RAYTEL MEDICAL CORPORATION



Dated: May 12, 1997                         By:  /s/ E. Payson Smith, Jr.
                                                 -------------------------------
                                                 E. Payson Smith, Jr.
                                                 Senior Vice President and
                                                 Chief Financial Officer
                                                 (duly authorized officer and
                                                 principal financial officer)


                                       13
<PAGE>   14
                                 EXHIBIT INDEX


<TABLE>
<CAPTION>
       Exhibit
       Number                                       Description
       ------                                       -----------
<S>                                           <C>
         27                                   Financial data schedule
</TABLE>