<PAGE>
       Filed with the Securities and Exchange Commission on April 1, 2002

                                                        Registration No.________


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

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

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


             Delaware                                    94-2787342
  (State or other jurisdiction             (I.R.S. employer identification no.)
of incorporation or organization)

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


                RAYTEL MEDICAL CORPORATION 2000 STOCK OPTION PLAN
                            (Full title of the plan)

                                Richard F. Bader
                             Chief Executive Officer
                           Raytel Medical Corporation
                          2755 Campus Drive, Suite 200
                               San Mateo, CA 94403
                     ---------------------------------------
                     (Name and address of agent for service)


Telephone number, including area code, of agent for service: (650) 349-0800.


This registration statement shall hereafter become effective in accordance with
Rule 462 promulgated under the Securities Act of 1933, as amended.
<PAGE>

<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------------------------
                                           CALCULATION OF REGISTRATION FEE
-------------------------------------------------------------------------------------------------------------------
                                                     Proposed                Proposed
   Title of                                           maximum                 maximum
Securities to be             Amount to be          offering price            aggregate                 Amount of
 registered(1)               registered(2)            per share            offering price          registration fee
-------------------------------------------------------------------------------------------------------------------
<S>                             <C>                    <C>                  <C>                        <C>
2000 Stock Option Plan
Common Stock                     62,864                  $3.66(3)            $230,082.24(3)             $21.17
Par Value $0.001

Common Stock                     78,802                 $10.23(4)            $806,144.46(4)             $74.17
Par Value $0.001

Total                           141,666                      --                        --               $95.34
</TABLE>

(1) The securities to be registered include options to acquire Common Stock.

(2) Pursuant to Rule 416(a), this registration statement also covers any
additional securities that may be offered or issued in connection with any stock
split, stock dividend or similar transaction.

(3) Estimated pursuant to Rule 457(h) solely for purpose of calculating the
registration fee. The price is computed on the basis of the actual average
weighted exercise price of the options.

(4) Estimated pursuant to Rule 457(h) solely for purposes of calculating the
registration fee. The price is based on the average of the high and low prices
of the Common Stock on March 26, 2002, as reported on the Nasdaq SmallCap
Market.
<PAGE>

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


Item 3. Incorporation of Documents by Reference

        Raytel Medical Corporation. (the "Company") hereby incorporates by
reference in this registration statement the following documents:

        (a) The Company's latest annual report on Form 10-K containing audited
financial statements for the Company's latest fiscal year ended September 30,
2001 as filed with the Securities and Exchange Commission on December 31, 2001.

        (b) All other reports filed pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act") since the end
of the fiscal year covered by the registrant document referred to in (a) above.

        (c) The description of the Company's Common Stock contained in the
Company's Registration Statement on Form 8-A filed pursuant to Section 12(g)
under the Exchange Act, including any amendment or report filed for the purpose
of updating such description.

        All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment to this registration statement which indicates that all
securities offered hereby have been sold or which deregisters all securities
remaining unsold, shall be deemed to be incorporated by reference in this
registration statement and to be a part hereof from the date of filing of such
documents.

Item 4. Description of Securities

        The class of securities to be offered is registered under Section 12 of
the Exchange Act.

Item 5. Interests of Named Experts and Counsel

        Inapplicable.

Item 6. Indemnification of Directors and Officers

        Section 102(b) of the Delaware General Corporation Law authorizes a
corporation to provide in its Certificate of Incorporation that a director of
the corporation shall not be personally liable to a corporation or its
stockholders for monetary damages for breach or alleged breach of the director's
"duty of care." While this statute does not change the directors' duty of care,
it enables corporations to limit available relief to equitable remedies such as
injunction or rescission. The statute has no effect on a director's duty of
loyalty or liability for acts or


<PAGE>

omissions not in good faith or involving intentional misconduct or knowing
violations of law, illegal payment of dividends or stock redemptions or
repurchases, or for any transaction from which the director derives an improper
personal benefit. As permitted by the statute, the Company has adopted
provisions in its Certificate of Incorporation which eliminate to the fullest
extent permissible under Delaware law the personal liability of its directors to
the Company and its stockholders for monetary damages for breach or alleged
breach of their duty of care.

        Section 145 of the General Corporation Law of the State of Delaware
provides for the indemnification of officers, directors, employees and agents of
a corporation. The Bylaws of the Company provide for indemnification of its
directors, officers, employees and agents to the full extent permitted by
Delaware law, including those circumstances in which indemnification would
otherwise be discretionary under Delaware law. The Company's Bylaws also empower
it to enter into indemnification agreements with its directors and officers and
to purchase insurance on behalf of any person whom it is required or permitted
to indemnify. The Company has entered into agreements with its directors and
certain of its executive officers that require the Company to indemnify such
persons to the fullest extent permitted under Delaware law against expenses,
judgments, fines, settlements and other amounts actually and reasonably incurred
(including expenses of a derivative action) in connection with any proceeding,
whether actual or threatened, to which any such person may be made a party by
reason of the fact that such person is or was a director or an executive officer
of the Company or any of its affiliated enterprises. The indemnification
agreements also set forth certain procedures that will apply in the event of a
claim for indemnification thereunder.

        Section 145 of the General Corporation Law of the State of Delaware
provides for indemnification in terms sufficiently broad to indemnify such
individuals, under certain circumstances, for liabilities (including
reimbursement of expenses incurred) arising under the Securities Act of 1933, as
amended (the "Securities Act").

Item 7. Exemption From Registration Claimed

        Inapplicable.

Item 8. Exhibits

        See Exhibit Index.

Item 9. Undertakings

        The undersigned registrant hereby undertakes:

        (1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this registration statement:

            (i) To include any prospectus required by Section 10(a)(3) of the
Securities Act;


<PAGE>

            (ii) To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the registration
statement; and

            (iii) To include any material information with respect to the plan
of distribution not previously disclosed in the registration statement or any
material change to such information in the registration statement;

provided, however, that paragraphs (1)(i) and (l)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the registrant pursuant to
Section 13 or Section 15(d) of the Exchange Act that are incorporated by
reference in the registration statement.

        (2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

        (3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.

        The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in the registration statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

        Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Securities Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.


<PAGE>

                                    SIGNATURE


        Pursuant to the requirements of the Securities Act of 1933, as amended,
the registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of San Mateo, State of California, on March 28,
2002.


                                  Raytel Medical Corporation


                                  By: /s/ Richard F. Bader
                                      -----------------------------------------
                                      Richard F. Bader, Chief Executive Officer


<PAGE>

                        SIGNATURES AND POWER OF ATTORNEY


        The officers and directors of Raytel Medical Corporation whose
signatures appear below, hereby constitute and appoint Richard F. Bader and John
F. Lawler Jr., and each of them, their true and lawful attorneys and agents,
with full power of substitution, each with power to act alone, to sign and
execute on behalf of the undersigned any amendment or amendments to this
registration statement on Form S-8, and each of the undersigned does hereby
ratify and confirm all that each of said attorney and agent, or their or his
substitutes, shall do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, as amended,
this registration statement has been signed by the following persons in the
capacities as of March 28, 2002.


<TABLE>
<CAPTION>
          Signature                                         Title
          ---------                                         -----
<S>                                          <C>
/s/ Richard F. Bader                          Chief Executive Officer and
----------------------------------            Chairman of the Board of Directors
Richard F. Bader                              (Principal Executive Officer)


/s/ John F. Lawler, Jr                        Chief Financial Officer and Vice President
----------------------------------            (Principal Financial and Accounting Officer)
John F. Lawler, Jr.

                                              Director
----------------------------------
Gene I. Miller

/s/ Allen Zinberg                             Director
----------------------------------
Allen Zinberg
</TABLE>
<PAGE>

                                  EXHIBIT INDEX


4.1     Restated Certificate of Incorporation of the Company is incorporated by
        reference to Exhibit 3.1 to the Company's Form 10-Q Report for the
        quarter ending December 31, 1995.

4.2     Bylaws of the Company are incorporated by reference to Exhibit 3.2 to
        the Company's Registration Statement on Form 8-K filed with the
        Securities and Exchange Commission on October 23, 1998.

4.3     Stockholders Rights Agreement dated August 14, 1998 is incorporated by
        reference to Exhibit 1 to the Company's Registration Statement on Form
        8-K filed with the Securities and Exchange Commission on October 23,
        1998.

5       Opinion re legality of Gray Cary Ware & Freidenrich LLP

23.1    Consent of Counsel (included in Exhibit 5)

23.2    Consent of Arthur Andersen LLP

24      Power of Attorney (included in signature pages to this registration
        statement)
[{"type": "S-8", "sequence": "1", "filename": "f80468s-8.txt", "description": "FORM S-8", "secsgml_size_bytes": 15534}]
{"company-data": {"conformed-name": "RAYTEL MEDICAL CORP", "cik": "0001002017", "assigned-sic": "8090", "irs-number": "942787342", "state-of-incorporation": "DE", "fiscal-year-end": "0930"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-85318", "film-number": "02598121"}, "business-address": {"street1": "2755 CAMPUS DR", "street2": "STE 200", "city": "SAN MATEO", "state": "CA", "zip": "94403", "phone": "6503490800"}, "mail-address": {"street1": "2755 CAMPUS DRIVE", "street2": "SUITE 200", "city": "SAN MATEO", "state": "CA", "zip": "94403"}}
Filed with the Securities and Exchange Commission on April 1, 2002

                                                        Registration No.________

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

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

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

             Delaware                                    94-2787342
  (State or other jurisdiction             (I.R.S. employer identification no.)
of incorporation or organization)

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

                RAYTEL MEDICAL CORPORATION 2000 STOCK OPTION PLAN
                            (Full title of the plan)

                                Richard F. Bader
                             Chief Executive Officer
                           Raytel Medical Corporation
                          2755 Campus Drive, Suite 200
                               San Mateo, CA 94403
                     ---------------------------------------
                     (Name and address of agent for service)

Telephone number, including area code, of agent for service: (650) 349-0800.

This registration statement shall hereafter become effective in accordance with
Rule 462 promulgated under the Securities Act of 1933, as amended.
-------------------------------------------------------------------------------------------------------------------
                                           CALCULATION OF REGISTRATION FEE
-------------------------------------------------------------------------------------------------------------------
                                                     Proposed                Proposed
   Title of                                           maximum                 maximum
Securities to be             Amount to be          offering price            aggregate                 Amount of
 registered(1)               registered(2)            per share            offering price          registration fee
-------------------------------------------------------------------------------------------------------------------
2000 Stock Option Plan
Common Stock                     62,864                  $3.66(3)            $230,082.24(3)             $21.17
Par Value $0.001

Common Stock                     78,802                 $10.23(4)            $806,144.46(4)             $74.17
Par Value $0.001

Total                           141,666                      --                        --               $95.34
(1) The securities to be registered include options to acquire Common Stock.

(2) Pursuant to Rule 416(a), this registration statement also covers any
additional securities that may be offered or issued in connection with any stock
split, stock dividend or similar transaction.

(3) Estimated pursuant to Rule 457(h) solely for purpose of calculating the
registration fee. The price is computed on the basis of the actual average
weighted exercise price of the options.

(4) Estimated pursuant to Rule 457(h) solely for purposes of calculating the
registration fee. The price is based on the average of the high and low prices
of the Common Stock on March 26, 2002, as reported on the Nasdaq SmallCap
Market.
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference

        Raytel Medical Corporation. (the "Company") hereby incorporates by
reference in this registration statement the following documents:

        (a) The Company's latest annual report on Form 10-K containing audited
financial statements for the Company's latest fiscal year ended September 30,
2001 as filed with the Securities and Exchange Commission on December 31, 2001.

        (b) All other reports filed pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act") since the end
of the fiscal year covered by the registrant document referred to in (a) above.

        (c) The description of the Company's Common Stock contained in the
Company's Registration Statement on Form 8-A filed pursuant to Section 12(g)
under the Exchange Act, including any amendment or report filed for the purpose
of updating such description.

        All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment to this registration statement which indicates that all
securities offered hereby have been sold or which deregisters all securities
remaining unsold, shall be deemed to be incorporated by reference in this
registration statement and to be a part hereof from the date of filing of such
documents.

Item 4. Description of Securities

        The class of securities to be offered is registered under Section 12 of
the Exchange Act.

Item 5. Interests of Named Experts and Counsel

        Inapplicable.

Item 6. Indemnification of Directors and Officers

        Section 102(b) of the Delaware General Corporation Law authorizes a
corporation to provide in its Certificate of Incorporation that a director of
the corporation shall not be personally liable to a corporation or its
stockholders for monetary damages for breach or alleged breach of the director's
"duty of care." While this statute does not change the directors' duty of care,
it enables corporations to limit available relief to equitable remedies such as
injunction or rescission. The statute has no effect on a director's duty of
loyalty or liability for acts or
omissions not in good faith or involving intentional misconduct or knowing
violations of law, illegal payment of dividends or stock redemptions or
repurchases, or for any transaction from which the director derives an improper
personal benefit. As permitted by the statute, the Company has adopted
provisions in its Certificate of Incorporation which eliminate to the fullest
extent permissible under Delaware law the personal liability of its directors to
the Company and its stockholders for monetary damages for breach or alleged
breach of their duty of care.

        Section 145 of the General Corporation Law of the State of Delaware
provides for the indemnification of officers, directors, employees and agents of
a corporation. The Bylaws of the Company provide for indemnification of its
directors, officers, employees and agents to the full extent permitted by
Delaware law, including those circumstances in which indemnification would
otherwise be discretionary under Delaware law. The Company's Bylaws also empower
it to enter into indemnification agreements with its directors and officers and
to purchase insurance on behalf of any person whom it is required or permitted
to indemnify. The Company has entered into agreements with its directors and
certain of its executive officers that require the Company to indemnify such
persons to the fullest extent permitted under Delaware law against expenses,
judgments, fines, settlements and other amounts actually and reasonably incurred
(including expenses of a derivative action) in connection with any proceeding,
whether actual or threatened, to which any such person may be made a party by
reason of the fact that such person is or was a director or an executive officer
of the Company or any of its affiliated enterprises. The indemnification
agreements also set forth certain procedures that will apply in the event of a
claim for indemnification thereunder.

        Section 145 of the General Corporation Law of the State of Delaware
provides for indemnification in terms sufficiently broad to indemnify such
individuals, under certain circumstances, for liabilities (including
reimbursement of expenses incurred) arising under the Securities Act of 1933, as
amended (the "Securities Act").

Item 7. Exemption From Registration Claimed

        Inapplicable.

Item 8. Exhibits

        See Exhibit Index.

Item 9. Undertakings

        The undersigned registrant hereby undertakes:

        (1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this registration statement:

            (i) To include any prospectus required by Section 10(a)(3) of the
Securities Act;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the registration
statement; and

            (iii) To include any material information with respect to the plan
of distribution not previously disclosed in the registration statement or any
material change to such information in the registration statement;

provided, however, that paragraphs (1)(i) and (l)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the registrant pursuant to
Section 13 or Section 15(d) of the Exchange Act that are incorporated by
reference in the registration statement.

        (2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

        (3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.

        The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in the registration statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

        Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Securities Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.
SIGNATURE

        Pursuant to the requirements of the Securities Act of 1933, as amended,
the registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of San Mateo, State of California, on March 28,
2002.

                                  Raytel Medical Corporation

                                  By: /s/ Richard F. Bader
                                      -----------------------------------------
                                      Richard F. Bader, Chief Executive Officer
SIGNATURES AND POWER OF ATTORNEY

        The officers and directors of Raytel Medical Corporation whose
signatures appear below, hereby constitute and appoint Richard F. Bader and John
F. Lawler Jr., and each of them, their true and lawful attorneys and agents,
with full power of substitution, each with power to act alone, to sign and
execute on behalf of the undersigned any amendment or amendments to this
registration statement on Form S-8, and each of the undersigned does hereby
ratify and confirm all that each of said attorney and agent, or their or his
substitutes, shall do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, as amended,
this registration statement has been signed by the following persons in the
capacities as of March 28, 2002.
Signature                                         Title
          ---------                                         -----
/s/ Richard F. Bader                          Chief Executive Officer and
----------------------------------            Chairman of the Board of Directors
Richard F. Bader                              (Principal Executive Officer)

/s/ John F. Lawler, Jr                        Chief Financial Officer and Vice President
----------------------------------            (Principal Financial and Accounting Officer)
John F. Lawler, Jr.

                                              Director
----------------------------------
Gene I. Miller

/s/ Allen Zinberg                             Director
----------------------------------
Allen Zinberg
EXHIBIT INDEX

4.1     Restated Certificate of Incorporation of the Company is incorporated by
        reference to Exhibit 3.1 to the Company's Form 10-Q Report for the
        quarter ending December 31, 1995.

4.2     Bylaws of the Company are incorporated by reference to Exhibit 3.2 to
        the Company's Registration Statement on Form 8-K filed with the
        Securities and Exchange Commission on October 23, 1998.

4.3     Stockholders Rights Agreement dated August 14, 1998 is incorporated by
        reference to Exhibit 1 to the Company's Registration Statement on Form
        8-K filed with the Securities and Exchange Commission on October 23,
        1998.

5       Opinion re legality of Gray Cary Ware & Freidenrich LLP

23.1    Consent of Counsel (included in Exhibit 5)

23.2    Consent of Arthur Andersen LLP

24      Power of Attorney (included in signature pages to this registration
        statement)