8-K

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

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                                    Form 8-K

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                                 CURRENT REPORT
          PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES ACT OF 1934

                Date of Report (Date of earliest event reported):
                                February 22, 2005

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


          Delaware                    0-23212                 36-3885440
- ------------------------------   ------------------   --------------------------
 (State or other jurisdiction       (Commission             (IRS Employer
      of incorporation)               File No.)           Identification No.)


              647 N. Lakeview Parkway, Vernon Hills, Illinois 60061
                    (Address of principal executive offices)


               Registrant's telephone number, including area code:
                                 (847) 247-9400


Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):

[  ]  Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)

[  ]  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFO
240.14a-12)

[  ]  Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR  240.14d-2(b))

[  ]  Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))





Section 5 - Corporate Governance And Management

Item 5.02    Departure Of Directors Or Principal Officers: Election Of
             Directors; Appointment Of Principal Officers

     Kenneth E. Millard resigned as Chairman of the Board, Chief Executive
     Officer and President and as a Director, effective February 21, 2005.

     His resignation is being considered a termination of his employment by the
     Company without Cause for purposes of his employment agreement. Mr. Millard
     will receive continuation of his annual salary at its current rate for an
     additional two months, through April 22, 2005, during which period Mr.
     Millard will provide the Company, at no additional charge, certain
     consulting services in order to facilitate an orderly transition. At the
     end of the two-month period, in accordance with his employment agreement,
     Mr. Millard will receive a severance payment equal to one-year's salary of
     $400,000. He will also be entitled to receive any accrued and unpaid
     bonuses and any expense reimbursements to which he is entitled in
     accordance with company policies, and paid medical insurance and
     reimbursement for certain medical expenses through April 22, 2006. The
     Company has agreed that he may retain the full amount of the $100,000
     retention bonus paid to him on January 19, 2005, notwithstanding the
     repayment provisions related to that bonus. In addition, his outstanding
     vested stock options will remain exercisable for six months after April 22,
     2005, while his unvested stock options will terminate.

     John E. Berndt was elected Chief Executive Officer, President and Chairman
     of the Board, effective February 21, 2005.

     Mr. Berndt, age 64, has served as a Director of the Company since December
     1996 and has been the Lead Independent Director since August 2003. Mr.
     Berndt retired from Sprint Corporation on September 30, 2000. From 1998 to
     September 2000, Mr. Berndt was President of Sprint International, an
     operating unit of Sprint Corporation. From 1997 to 1998, Mr. Berndt was
     President of Fluor Daniel Telecom, an operating company of the Fluor Daniel
     Corporation. Mr. Berndt was President of AT&T New Business
     Development/Multimedia Ventures from 1993 until the spin-off of Lucent
     Technologies from AT&T occurred in 1996. Mr. Berndt was employed by AT&T
     since 1963 and was President of its Business Services Business Unit from
     1991 until 1993 and President of the International Communications Services
     Business Unit from 1987 until 1991. Mr. Berndt is a member of the Council
     on Foreign Relations, the Dallas Committee on Foreign Relations and served
     on the U.S. Trade Representative's Services Policy Advisory Commission from
     1987 until 1993. Mr. Berndt is Chairman of the Board of MetaSolv, Inc. and
     Thunderbird, the Garvin School of International Management. Mr. Berndt is a
     director of Calence, Inc., and a former member of the Board of Directors
     for the University of Wisconsin Foundation.

     The Company has not yet entered into an employment agreement with Mr.
     Berndt but expects to do so.


                                      - 2 -



Item 7.01  Regulation RD Disclosure

On February 22, 2005, the Company issued a press release announcing the
resignation of Kenneth Millard as President, Chief Executive Officer and
Chairman of the Board and as a member of the Board, the appointment of John
Berndt as President, Chief Executive Officer, and Chairman of the Board. The
full text of the company's press release is attached hereto as Exhibit 99.1.


Item 9.01  Financial Statements and Exhibits.

     (c)       Exhibits.

Exhibit No.                        Description
- ---------------------              ---------------------------------------------

99.1                               February 22, 2005, Press Release by Telular
                                   Corporation



                                   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.

                                                 TELULAR CORPORATION


Dated: February 22, 2005                         By: /s/ John E. Berndt
                                                     ------------------
                                                         John E. Berndt
                                                     Chief Executive Officer and
                                                           President




                                      - 3 -

EX-99.1

                                                                    Exhibit 99.1

 Telular Corporation Announces Resignation of Chief Executive Officer

    VERNON HILLS, Ill.--(BUSINESS WIRE)--Feb. 22, 2005--Telular
Corporation (NASDAQ:WRLS) announced today that Kenneth Millard has
resigned as Chairman of the Board, Chief Executive Officer and
President of the Company and as a Director, effective immediately. Mr.
Millard will continue to work with the Company in a consulting role to
ensure a smooth transition to new leadership for the Company. He has
served as President and CEO of the Company since 1996 and as Chairman
of the Board since 2001.
    "Ken has played a critical role in the growth of Telular,
shepherding the company through some very difficult times for our
industry and the economy, and we thank him for his strong leadership
and service to the Company" said John Berndt, an independent director
of the Company.
    Telular has announced that Mr. Berndt, the company's Lead
Independent Director since August 2003, will serve as interim Chief
Executive Officer and President of the Company until a permanent
successor is named. Mr. Berndt has also been elected to serve as
Chairman of the Board.
    Mr. Berndt has been a member of Telular's Board of Directors since
1996. Mr. Berndt retired from Sprint Corporation in September 2000.
From 1998 to 2000, Mr. Berndt was president of Sprint International,
an operating unit of Sprint Corporation. He served as president of
Fluor Daniel Telecom, an operating company of the Fluor Daniel
Corporation, from 1997 to 1998. From 1963 until 1996 he was employed
by AT&T, where he was president of AT&T New Business
Development/Multimedia Ventures from 1993 until the spin-off of Lucent
Technologies in 1996 and, before that, President of AT&T's Business
Services Business Unit from 1991 to 1993 and President of its
International Communications Services Business Unit from 1987 until
1991.

    About Telular Corporation

    Telular Corporation is a leader in the design and manufacturing of
wireless products. Telular's proprietary telecommunications interface
technology enables standard phones, fax machines, computer modems or
monitored alarm systems to utilize available cellular wireless service
for either primary or back-up telecommunications. Their product lines
incorporate the world's leading cellular standards (CDMA, GSM, TDMA,
AMPS) and are marketed worldwide. Headquartered in Vernon Hills,
Illinois, Telular has regional sales offices in Atlanta, Miami,
London, Singapore, Beijing, Mexico City and Johannesburg. For further
company information, visit Telular at http://www.telular.com.

    Please be advised that some of the information in this release
presents the Company's intentions, beliefs, judgments and expectations
of the future and are forward-looking statements. It is important to
note that the Company's actual results could differ materially from
these forward-looking statements. Additional information concerning
factors that could cause actual results to differ materially from
those in the forward-looking statements is contained from time to time
in the Company's SEC filings, including but not limited to the
Company's report on Form 10-K for the fiscal year ended September 30,
2003. Copies of these filings may be obtained by contacting the
Company or the SEC.

    CONTACT: Telular Corporation
             Jeffrey L. Herrmann, 847-247-9400
             jherrmann@telular.com
             or
             The Hoffman Agency for Telular
             Melissa Durkin, 408-975-3031
             mdurkin@hoffman.com