Exhibit 99

                              CAUTIONARY STATEMENTS

You should carefully consider the following risks before you decide to buy our
common stock. If any one of these risks or uncertainties were to occur, our
business, financial condition, results and performance could be seriously harmed
and/or the price of our common stock might significantly decrease.

Unfavorable economic events in our target markets could lead to lower sales of
our products.

Sales of our products depend on the growth of the Cellular Fixed Wireless
telecommunications industry in general and increased demand for Cellular Fixed
Wireless products worldwide. Based upon observed trends, the Company believes
that the market for Cellular Fixed Wireless terminals and cellular desktop
phones (collectively "Fixed Wireless Terminals" or "FWTs") will experience
substantial growth over the next five years. The Company has identified
significant growth opportunities in Africa, Brazil, China, Europe, India,
Mexico, Venezuela and the USA. Each of these markets will develop at a different
pace, and the sales cycle for these regions are likely to be several months or
quarters.

In addition, unfavorable general economic conditions in any market will have a
negative effect on sales in that market. Because economic conditions in one
region often affect conditions globally, unfavorable general economic conditions
in one market or region might result in damage to industry growth and demand in
other markets as well.

Our competitive position will be seriously damaged if we cannot protect
intellectual property rights in our technology.

We believe that our success depends, in part, on our ability to obtain and
enforce intellectual property protection for our technology. It is possible that
our patents, or any patents that we may obtain in the future, will expire, be
challenged, invalidated or circumvented. If we lose or cannot enforce patent
protection for our technology and products, our competitive position may be
significantly harmed because it would be much easier for competitors to sell
products similar to ours.

The patent for the Company's system for interfacing a standard telephone set
with a radio transceiver, US Patent No. 4,658,096 (the 096 Patent), was issued
by the US Patent Office on April 14, 1987 and expires on September 18, 2004.

It also is possible that a competitor may independently develop and/or patent
technologies that are substantially equivalent to or superior to our technology.
If this happens, our patents will not provide protection and our competitive
position may be significantly harmed.

As we expand our product line or develop new uses for our products, these
products or uses may be outside the protection provided by our current patents
and other intellectual property rights. In addition, if we develop new products
or enhancements to existing products we cannot assure you that we will be able
to obtain patents to protect them. Even if we do get patents for new products,
these patents may not provide meaningful protection.

In some countries outside of the US, such as Brazil and many African nations,
patent protection is not available. Moreover, some countries that do allow
registration of patents do not provide meaningful redress for violations of
patents. As a result, protecting intellectual property in these countries is
difficult. In addition, neither we nor any of our competitors in the past
obtained patent protection for our core intelligent interface technology in many
countries, including the principal countries of Western Europe, and we and our
competitors are now legally barred from obtaining patents in these countries.

In countries where we do not have patent protection or where patents provide
little, if any, protection, we have to rely on other factors to differentiate
our products from our competitors' products. These factors include:


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     o    Better focus/commitment - In the Wireless Local Loop ("WLL") market,
          the Company's only business is cellular FWTs. Typically, the largest
          competitors sell FWTs in support of their primary focus--their network
          infrastructure business.

     o    More experience - The Company has been in the FWT business for 17
          years and the Wireless Security Products business for 11 years and has
          deployed its units in more than 130 countries worldwide, which
          reflects in the quality and reliability of its products.

     o    Broader product line - The Company offers products that operate on the
          world's major cellular air-interface standards. The Company offers
          both terminal type and phone-type products.

     o    Service and support - The Company provides customers with
          comprehensive product service and support. The Company provides
          on-site technical and application support through its regional sales
          and support offices backed up by field support engineers dispatched
          from its Hauppauge, New York and Vernon Hills, Illinois offices.

Although we believe our products are superior to those of competitors, it may be
easier for competitors to sell products similar to ours in countries where we do
not have meaningful patent protection. This could result in a loss of potential
sales.

The intense competition in the cellular fixed wireless telecommunications
industry could prevent us from achieving or sustaining profitability.

Recently, we have seen an increase in the number of competitors using Docking
Station Products. A docking station is an accessory product that enables a user
with a cellular phone to easily connect it to phone(s), a fax machine or a
computer modem, and therefore, simulate the functionality of our PHONECELL(R)
products. Docking Station Products have a competitive advantage from a pricing
standpoint because the user already owns a cellular phone.

The market for cellular fixed wireless products is extremely competitive, and we
may not be able to successfully compete with other companies already in the
market and new companies that enter the market. The major national and
international companies in this market are:

     o    Ericsson;

     o    Nokia; and

     o    LG Electronics.

Many of these competitors have greater resources than us in many areas critical
to succeeding in the industry, including:

     o    financial resources;

     o    manufacturing capabilities;

     o    name recognition;

     o    research and development capabilities;

     o    technical expertise;

     o    sales and marketing staffs; and

     o    distribution channels.


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Because of these advantages our competitors may succeed in developing products
that are more effective, desirable and/or cheaper than ours or that render our
products and technology obsolete. They also may have better and more efficient
marketing and distribution structures.

In addition, we have granted non-exclusive, royalty bearing licenses to Motorola
and Ericsson, which permits these companies to produce and sell products using
our technology that compete with ours. Because these companies have greater
resources than we do, they may be able to sell similar products more effectively
and cheaper than we can.

Our success depends on the growth and availability of wireless
telecommunications services in the markets we target.

Currently, some of our largest potential markets are developing countries where
the demand for basic telephone service has started to grow significantly only in
recent years, such as Africa, Brazil, China, India, Mexico and Venezuela. In
these countries, the relatively low cost of developing and constructing wireless
communications infrastructure as compared to traditional wireline infrastructure
may make wireless an attractive alternative to wireline. Our success depends to
a large extent on the continued growth and increased availability of cellular
and other wireless telecommunications services in these countries and the
availability of such services at competitive prices.

However, these countries may decline to construct wireless systems, or
construction may be delayed, for a variety of reasons, including government
regulation, general economic factors, the availability of funding and other
competitive factors. These factors may also limit or delay purchases of
equipment used to provide telephone services, such as our products. If system
construction and equipment purchases in these countries are not made or are
delayed, the demand for our products in these countries will be limited or
delayed. Similarly, if the cost of using wireless telecommunications services in
these countries is not cost effective, the demand for our products may be
limited.

While wireless telecommunication systems in the US are more developed than in
many other markets that we target, continued expansion of wireless
infrastructure and demand for cellular fixed wireless products in the US is also
important for the growth of our business. As is the case with conditions in
other target markets, there is no guarantee that wireless telecommunications
systems will continue to develop.

Delaware law and our charter documents may inhibit a potential takeover bid that
would be beneficial to common stockholders.

Delaware law and our certificate of incorporation may inhibit potential
acquisition bids for Telular common stock at a price greater than the market
price of the common stock. We are subject to the antitakeover provisions of the
Delaware General Corporation Law, which could delay, deter or prevent a change
of control of Telular or make this type of transaction more difficult. In
addition, our board of directors does not need the approval of common
stockholders to issue shares of preferred stock having rights that could
significantly weaken the voting power of the common stockholders and, as a
result, make a change of control more difficult.

We may not be able to obtain the funding we need to operate our business.

Our ability to continue operations depends on having adequate funds to cover our
expenses. Our current operating plan provides for significant expenditures for
research and development of new products, development of new markets for our
products, and marketing programs for our products. At September 30, 2003, we had
$23.9 million in cash and cash equivalents and a working capital surplus of
$34.6 million. Based on our current operating plan, we believe that existing
capital resources, will allow us to maintain our current and planned operations.

However, our cash requirements may vary and are difficult to predict. We target
markets in developing countries for product sales, and the nature of these
markets makes it difficult to predict revenues. Events that we cannot
anticipate, economic and political factors, and our customer's ability to
execute their plans, may result in order cancellations which may increase our
capital needs. Also, it is difficult to predict the amount of royalty income we
will receive from our licensees. Thus, actual cash requirements may be greater
than currently anticipated.


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Accordingly, we may not have adequate funds to cover our expenses. If this were
the case, we would need to find other financing sources to provide the necessary
funds, such as public or private sales of our equity or debt securities. We
cannot assure you that if we needed additional funds we would be able to obtain
them or obtain them on terms we find acceptable. If we could not obtain the
necessary financing we may cut back operations, which might include the scaling
back or elimination of research and development programs.

Our operating results may fluctuate greatly from quarter to quarter, which may
cause the price of our common stock to be volatile.

Our quarterly operating results may fluctuate greatly due to numerous factors,
including:

     o    our reliance on large volume orders from only a few customers for most
          of our product sales, so we may experience volatility when those
          orders are filled if we do not then have other orders;

     o    variations in our distribution channels;

     o    the mix of products we sell;

     o    general economic conditions in our target markets;

     o    the timing of final product approvals from any major distributor or
          end user;

     o    the timing of orders from and shipments to major customers;

     o    the timing of new product introductions by us or our competitors;

     o    changes in the pricing policies of our suppliers;

     o    the availability and cost to us of the key components for our
          products;

     o    the timing of personnel hirings; and

     o    market acceptance of our new products or enhanced versions of our
          existing products.

These quarterly fluctuations may cause volatility in the price of our common
stock, as described in the following paragraph.

Our common stock price has been extremely volatile, and extreme price
fluctuations could negatively affect your investment.

The market price of our common stock has been extremely volatile. Since October
1, 1999, the price of our common stock has ranged from a high of $32.00 to a low
of $1.00 per share.

Publicized events and announcements may have a significant impact on the market
price of our common stock. For example, the occurrence of any of the following
events could have the effect of temporarily or permanently driving down the
price of our common stock:

     o    shortfalls in our revenue or net income;

     o    the results of trials or the introduction of new products by us or our
          competitors;

     o    market conditions in the telecommunications, technology and emerging
          growth sectors; and


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     o    rumors related to us or our competitors.

In addition, the stock market from time to time experiences extreme price and
volume fluctuations that particularly affect the market prices for emerging
growth and technology companies, like Telular, and which often are unrelated to
the operating performance of the affected companies. These broad fluctuations
may negatively affect your ability to sell your shares at a price equal to or
greater than the price you paid. In addition, a decrease in the price of our
common stock could cause it to be delisted from the Nasdaq National Market.

Sales of common stock issuable on the exercise of outstanding and contemplated
options and warrants may depress the price of the common stock.

As of September 30, 2003, there were options granted to employees and directors
to purchase approximately 1,699,000 shares of the Company's common stock.
However, options to purchase approximately 920,000 of these shares were
exercisable at that time. The exercise prices for the exercisable options ranges
from $1.44 to $39.00 per share, with a weighted average exercise price of
$10.93. Options to purchase the remaining 779,000 shares will become exercisable
over the next three years. The exercise prices for the options that are not yet
exercisable have a weighted average exercise price of $4.04.

In connection with a credit facility with Wells Fargo Bank ("Wells") that
matured on December 31, 2002, we issued to Wells warrants to purchase 50,000
shares of common stock at an exercise price of $16.29 per share. In connection
with the private placement of 444,444 shares of common stock on March 3, 2000,
we issued warrants to purchase 358,407 additional shares at exercise prices,
which range from $12.27 to $31.56 per share. In the future we may issue
additional shares of common stock, convertible securities, options and warrants.

The issuance of shares of common stock issuable upon the exercise of options or
warrants could cause substantial dilution to holders of common stock. It also
could negatively affect the terms on which we could obtain equity financing.

Technology changes rapidly in our industry and our future success will depend on
our ability to keep pace with these changes and meet the needs of our customers.

The telecommunications equipment industry is characterized by rapid
technological advances, evolving industry standards, changing customer needs and
frequent new product introductions and enhancements. The cellular fixed wireless
telecommunications industry also is experiencing significant technological
change, such as the transformation of cellular systems from analog to digital.
The introduction of products embodying new technologies and the emergence of new
industry standards could render our existing products and technology obsolete
and unmarketable.

To succeed, we must timely develop and market new products and enhancements to
existing products that keep pace with advancing technological developments and
industry standards and that address the needs of customers. We may not be
successful in developing and marketing new products and enhancements or we may
experience difficulties that prevent development of products and enhancements in
a timely manner. In addition, our products may fail to meet the needs of the
marketplace or achieve market acceptance. Any of these circumstances would
seriously harm our results and financial condition.

Our results depend on our ability to develop and introduce new products into
existing and emerging markets and to reduce the costs to produce existing
products.

The process of developing new technology is complex and uncertain, and if we
fail to accurately predict the changing needs of our customers and emerging
technological trends, our results and financial condition may suffer. We must
commit significant resources, including those contracted from third parties, to
develop new products before knowing whether our investments will result in
products the market will accept.

The success of new products is dependent on several factors, including proper
new product definition, component costs, timely completion and introduction of
these products, differentiation of new products from those of our competitors,
and market acceptance of these products. There can be no assurance that we will
successfully identify new product


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opportunities, develop and bring new products to market in a timely manner, and
achieve market acceptance of our products, or that products and technologies
developed by others or new industry standards will not render our products or
technologies obsolete or noncompetitive. Furthermore, we may not successfully
execute on new product opportunities because of technical hurdles that we or our
contractors fail to overcome in a timely fashion. This could result in
competitors providing a solution before we do, and loss of market share,
revenues and earnings.

The Company has made significant investments in research and development for new
products, services and technologies, including our new GSM, CDMA and TDMA
products. Significant revenue from these investments may not be achieved for a
number of years, if at all. Moreover, these products and services may never be
profitable, and even if they are profitable, operating margins for these
businesses are not expected to be as high as the margins historically
experienced for our other products.

We must devote substantial resources to research and development to remain
competitive and we may not have the resources to do so.

For us to be competitive, we must continue to dedicate substantial resources to
research and development of new products and enhancements of current and future
products as described in the preceding paragraph. We cannot assure you that we
will have sufficient resources to fund the necessary research and development or
that our research and development efforts will be successful.

We may face litigation that could significantly damage our business and
financial condition.

In the telecommunications equipment and other high technology industries,
litigation increasingly has been used as a competitive tactic by both
established companies seeking to protect their position in the market and by
emerging companies attempting to gain access to the market. In this type of
litigation, complaints may be filed on various grounds, such as:

     o    antitrust;

     o    breach of contract;

     o    trade secret;

     o    copyright or patent infringement;

     o    patent or copyright invalidity; and

     o    unfair business practices.

If we have to defend ourselves against one or more of these claims, whether or
not they have any merit, we are likely to incur substantial expense and
management's attention may be diverted from operations. This type of litigation
also may cause confusion in the market and make our licensees and distributors
reluctant to commit resources to our products. Any of these effects could have a
significant negative impact on our business and financial condition.

Although our patents have been successfully defended in courts in the US and New
Zealand, rulings in such cases may not apply to new Docking Station Products. In
the event that any of our patents or other intellectual property rights were
deemed invalid or were determined not to prohibit competing technologies as a
result of litigation, our competitive position may be significantly harmed. See
"Risk Factors - Our competitive position will be seriously damaged if we cannot
protect intellectual property rights in our technology."


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In order to succeed we must develop markets for our products and we may be
unable to do so.

Our ability to achieve profitability depends on our ability to develop both
domestic and international markets for our products and on the acceptance of our
products by these markets. We cannot assure you that we will be able to develop
adequate markets or generate enough sales to achieve and sustain profitability.

Certain former holders of our 5% Series A Convertible Preferred Stock believe
that we did not issue them enough common stock on conversion of their preferred
stock.

Under the terms of our 5% Series A Convertible Preferred Stock, on October 18,
1999, all of the 11,350 outstanding shares of preferred stock automatically were
converted into approximately 2.1 million shares of common stock at the minimum
conversion price of $8.00 per common share specified in the terms. In Form
SC-13G filings with the Securities and Exchange Commission in October and
December 1999, certain of the previous holders noted that based upon their
interpretation of Mandatory Conversion formula, the holders were entitled to an
aggregate of approximately 4.2 million additional shares. We do not agree with
this interpretation, we have notified these holders of our position. If we were
required to issue these shares it would cause substantial dilution to our
stockholders.

We rely on third parties to manufacture OEM products and others to manufacture
components for our products.

We manufacture some of our products and product components in-house. We also use
subcontractors to manufacture certain OEM products and product components, such
as cellular transceivers and radio modules, and to assemble some of our
products, such as cellular fixed wireless terminals. In the past, we experienced
delays in receiving subcontracted components and assembled products that
resulted in delays in our ability to deliver products. We may experience similar
delays in the future.

Our inability to obtain sufficient quantities of raw materials and key
components when required, or to develop alternative sources of supply if
required in the future, could result in delays or reductions in product
shipments and increased costs for affected parts. In addition, production
capacity restraints at our subcontractors or in our own manufacturing facilities
could prevent us from meeting production obligations.

Delays in product deliveries for any reason or our failure to deliver products
could significantly harm customer relationships and result in the loss of
potential sales. Delivery delays or failures could also be subject to
litigation. See "Risk Factors - We may face litigation that could significantly
damage our business and financial condition."

We depend on Motorola to supply transceivers for some of our products.

We currently obtain some of the cellular transceivers we use in our products
from Motorola, a licensee of our technology and potential competitor.

Motorola has agreed to make transceivers available to us based on any
transmission technology that Motorola's Cellular Subscriber Group offers, when,
as and if these products are offered to the public. Motorola has a right of
first refusal to supply all of our transceiver needs on the same terms as we
could get from a competitor of Motorola, provided that Motorola manufactures a
product comparable to the competitor's and our customer does not specifically
request another manufacturer's transceiver. If we are unable to get sufficient
quantities of Motorola transceivers, we might have to redesign our products.
This could increase our costs and cause shipment delays.

Quality control problems could harm our sales.

We believe that our products currently meet high standards of quality. We have
instituted quality-monitoring procedures and we are ISO-9001 compliant. All of
our major subcontractors also have quality control procedures in place and are
ISO-9001 compliant. However, we and/or our subcontractors may experience quality
control problems in the future. If this occurs, the quality of our products
could suffer, which could significantly harm product sales.


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We operate in developing markets, which may subject us to volatile conditions
not present in the US.

Developing countries are some of our largest potential markets. As we expand our
operations in these countries, our business and performance could be negatively
affected by a variety of factors and conditions that businesses operating in the
US generally do not have to contend with, such as:

     o    foreign currency exchange fluctuations and instability of foreign
          currencies;

     o    political or economic instability and volatility in particular
          countries or regions;

     o    limited protection for intellectual property;

     o    difficulties in staffing and managing international operations; and

     o    difficulties in collecting accounts receivable.

To date, our sales have not been negatively affected by currency fluctuations.
We currently require either prepayment, letters of credit or qualification for
export credit insurance underwritten by the US Export-Import Bank or other
third-party insurers on a substantial portion of our international orders. We
also try to conduct all of our international transactions in US dollars to
minimize the effects of currency fluctuations. However, as our international
operations grow, foreign exchange fluctuations and foreign currency inflation
may pose greater risks for us and we may need to develop and implement
additional strategies to mange these risks. If we are not successful in managing
these risks our business and financial condition could be seriously harmed.


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