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

FORM 10 - Q

|      |  |                                                             
|----- |  | ------------------------------------------------------------
|[ X ] |  | QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
|      |  | EXCHANGE ACT OF 1934                                        
|      |  | For the quarterly period ended September 30, 2002           

or

|     |  |                                                                
|---- |  | ---------------------------------------------------------------
|[  ] |  | TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT
|     |  | For the transition period from ______ to ______                

Commission file number 0-28180

SPECTRALINK CORPORATION
(Exact name of registrant as specified in charter)

|                                                               |  |                                    
|-------------------------------------------------------------- |  | -----------------------------------
|Delaware                                                       |  | 84-1141188                         
|(State or other jurisdiction of incorporation or organization) |  | (IRS EmployerIdentification Number)
|                                                               |  |                                    
|5755 Central Avenue, Boulder, Colorado                         |  | 80301-2848                         
|(Address of principal executive office)                        |  | (Zip code)                         

303-440-5330
(Issuers telephone number)

(Former name, former address and former fiscal year, if changed from last
report)

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, and (2) has been subject to such filing
requirements for the past 90 days. Yes X No

Applicable only to corporate issuers:
As of September 30, 2002, there were 18,774,819 shares of SpectraLink
Corporations Common Stock  par value $.01.





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TABLE OF CONTENTS



|                             |                                                                                              |                                                      |  |  |  |  |  | 
|---------------------------- | -------------------------------------------------------------------------------------------- | ---------------------------------------------------- |  |  |  |  |  | 
|PART I FINANCIAL INFORMATION
|                             | ITEM 1 CONDENSED CONSOLIDATED FINANCIAL STATEMENTS                                          
|                             |                                                                                              | CONDENSED CONSOLIDATED BALANCE SHEETS               
|                             |                                                                                              | CONDENSED CONSOLIDATED STATEMENTS OF INCOME         
|                             |                                                                                              | CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS     
|                             |                                                                                              | NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
|                             | ITEM 2 MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|                             | Item 3. Quantitative and Qualitative Disclosures about Market Risk.                         
|                             | Item 4.   Controls and Procedures.                                                          
|Part II Other Information   
|                             | Item 1 Legal Proceedings                                                                    
|                             | Item 6    Exhibits and Reports on Form 8-K                                                  
|                             |                                                                                              | (a)   Exhibits                                      
|                             |                                                                                              | (b)   Reports on Form 8-K                           
|SIGNATURES                  
|CERTIFICATIONS              



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##### Table of Contents



SPECTRALINK CORPORATION AND SUBSIDIARY
INDEX

|        |  |                |  |                                                                                                                                |  |     
|------- |  | -------------- |  | ------------------------------------------------------------------------------------------------------------------------------ |  | ----
|Part I  |  |                |  | Financial Information                                                                                                          |  | Page
|       
|        |  | Item 1         |  | Condensed Consolidated Financial Statements                                                                                    |  |     
|       
|        |  |                |  | Condensed Consolidated Balance Sheets at
September 30, 2002, and December 31, 2001(Unaudited)                                  |  | 3   
|       
|        |  |                |  | Condensed Consolidated Statements of Income for the
Three Months and Nine Months Ended September 30, 2002 and 2001 (Unaudited) |  | 4   
|       
|        |  |                |  | Condensed Consolidated Statements of Cash Flows for the
Nine Months Ended September 30, 2002 and 2001 (Unaudited)              |  | 5   
|       
|        |  |                |  | Notes to Condensed Consolidated Financial Statements (Unaudited)                                                               |  | 6   
|       
|        |  | Item 2         |  | Managements Discussion and Analysis of Financial Condition and
Results of Operations                                          |  | 9   
|       
|        |  | Item 3         |  | Quantitative and Qualitative Disclosures about Market Risk                                                                     |  | 14  
|       
|        |  | Item 4         |  | Controls and Procedures                                                                                                        |  | 20  
|       
|Part II |  |                |  | Other Information                                                                                                              |  |     
|       
|        |  | Item 1         |  | Legal Proceedings                                                                                                              |  | 21  
|       
|        |  | Item 6         |  | Exhibits and Reports on Form 8-K                                                                                               |  |     
|       
|        |  |                |  | (a) Exhibits
      None                                                                                                        |  | 22  
|       
|        |  |                |  | (b) Form 8-K                                                                                                                   |  | 22  
|       
|        |  | Signatures     |  |                                                                                                                                |  | 23  
|       
|        |  | Certifications |  |                                                                                                                                |  | 24  

2



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PART I   ITEM 1

SPECTRALINK CORPORATION AND SUBSIDIARY
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands)
(Unaudited)

ASSETS

|                                    |                                                                                                                                                                          |                                            |       |               |        |              |       |         |        | 
|----------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | ------------------------------------------ | ----- | ------------- | ------ | ------------ | ----- | ------- | ------ | 
|                                    |                                                                                                                                                                          |                                            |       | September 30, |        | December 31,
|                                    |                                                                                                                                                                          |                                            |       |               |        |             
|                                    |                                                                                                                                                                          |                                            |       | 2002          |        | 2001        
|                                    |                                                                                                                                                                          |                                            |       |               |        |             
|CURRENT ASSETS:                     |                                                                                                                                                                          |                                            |       |               |        |              |       |        
|                                    | Cash and cash equivalents                                                                                                                                                |                                            | $     | 42,168        |        |              | $     | 37,242  |       
|                                    | Short-term investments in marketable securities                                                                                                                          |                                            |       |              |        |              |       | 1,004   |       
|                                    | Trade accounts receivable, net of allowance of $359 and $364, respectively                                                                                               |                                            |       | 10,659        |        |              |       | 12,820  |       
|                                    | Income taxes receivable                                                                                                                                                  |                                            |       | 557           |        |              |       | 2,579   |       
|                                    | Inventory, net of allowance of $573 and $410, respectively                                                                                                               |                                            |       | 8,118         |        |              |       | 8,073   |       
|                                    | Deferred income taxes-current portion                                                                                                                                    |                                            |       | 1,548         |        |              |       | 1,548   |       
|                                    | Other                                                                                                                                                                    |                                            |       | 779           |        |              |       | 520     |       
|                                    |                                                                                                                                                                          |                                            |       |               |        |              |       |        
|                                    |                                                                                                                                                                          | Total current assets                       |       |               | 63,829 |              |       |         | 63,786 | 
|PROPERTY AND EQUIPMENT, at cost:    |                                                                                                                                                                          |                                            |       |               |        |              |       |        
|                                    | Furniture and fixtures                                                                                                                                                   |                                            |       | 1,600         |        |              |       | 1,575   |       
|                                    | Equipment                                                                                                                                                                |                                            |       | 6,565         |        |              |       | 6,290   |       
|                                    | Leasehold improvements                                                                                                                                                   |                                            |       | 863           |        |              |       | 856     |       
|                                    |                                                                                                                                                                          |                                            |       |               |        |              |       |        
|                                    |                                                                                                                                                                          |                                            | 9,028 |               |        |              | 8,721 |        
|                                    | Less  accumulated depreciation                                                                                                                                          |                                            |       | (6,963        | )      |              |       | (6,503  | )     
|                                    |                                                                                                                                                                          |                                            |       |               |        |              |       |        
|                                    |                                                                                                                                                                          | Net property and equipment                 |       |               | 2,065  |              |       |         | 2,218  | 
|DEFERRED INCOME TAXES  NON CURRENT |                                                                                                                                                                          |                                            | 201   |               |        |              | 201   |        
|OTHER                               |                                                                                                                                                                          |                                            | 241   |               |        |              | 233   |        
|                                    |                                                                                                                                                                          |                                            |       |               |        |              |       |        
|                                    |                                                                                                                                                                          | TOTAL ASSETS                               |       | $             | 66,336 |              |       | $       | 66,438 | 
|                                    |                                                                                                                                                                          |                                            |       |               |        |              |       |        
|CURRENT LIABILITIES:                |                                                                                                                                                                          |                                            |       |               |        |              |       |        
|                                    | Accounts payable                                                                                                                                                         |                                            | $     | 1,020         |        |              | $     | 1,009   |       
|                                    | Accrued payroll, commissions and employee benefits                                                                                                                       |                                            |       | 1,847         |        |              |       | 2,371   |       
|                                    | Accrued sales, use and property taxes                                                                                                                                    |                                            |       | 595           |        |              |       | 345     |       
|                                    | Accrued warranty expenses                                                                                                                                                |                                            |       | 300           |        |              |       | 278     |       
|                                    | Other accrued expenses                                                                                                                                                   |                                            |       | 1,241         |        |              |       | 618     |       
|                                    | Deferred revenue                                                                                                                                                         |                                            |       | 4,895         |        |              |       | 3,868   |       
|                                    |                                                                                                                                                                          |                                            |       |               |        |              |       |        
|                                    |                                                                                                                                                                          | Total current liabilities                  |       |               | 9,898  |              |       |         | 8,489  | 
|LONG-TERM LIABILITIES               |                                                                                                                                                                          |                                            | 196   |               |        |              | 231   |        
|                                    |                                                                                                                                                                          |                                            |       |               |        |              |       |        
|                                    |                                                                                                                                                                          | TOTAL LIABILITIES                          |       |               | 10,094 |              |       |         | 8,720  | 
|                                    |                                                                                                                                                                          |                                            |       |               |        |              |       |        
|STOCKHOLDERS EQUITY:               |                                                                                                                                                                          |                                            |       |               |        |              |       |        
|                                    | Preferred stock, 5,000 shares authorized, none issued and outstanding                                                                                                    |                                            |       |              |        |              |       |        |       
|                                    | Common stock, $0.01 par value, 50,000 shares authorized, 22,072 and 21,754 shares
          issued, respectively, and 18,775 and 19,228 shares outstanding, respectively |                                            |       | 220           |        |              |       | 218     |       
|                                    | Additional paid-in capital                                                                                                                                               |                                            |       | 63,533        |        |              |       | 62,120  |       
|                                    | Retained earnings                                                                                                                                                        |                                            |       | 16,725        |        |              |       | 12,997  |       
|                                    | Treasury stock, 3,297 shares and 2,526 shares, respectively, at cost                                                                                                     |                                            |       | (24,236       | )      |              |       | (17,617 | )     
|                                    |                                                                                                                                                                          |                                            |       |               |        |              |       |        
|                                    |                                                                                                                                                                          | TOTAL STOCKHOLDERS EQUITY                 |       |               | 56,242 |              |       |         | 57,718 | 
|                                    |                                                                                                                                                                          |                                            |       |               |        |              |       |        
|                                    |                                                                                                                                                                          | TOTAL LIABILITIES AND STOCKHOLDERS EQUITY |       | $             | 66,336 |              |       | $       | 66,438 | 
|                                    |                                                                                                                                                                          |                                            |       |               |        |              |       |        

The accompanying notes to consolidated financial statements are an integral
part of these consolidated balance sheets.

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SPECTRALINK CORPORATION AND SUBSIDIARY
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(In thousands except per share amounts)
(Unaudited)

|                                            |                            |                          |              |        |                    |       |                   |        |        |        |        |        |        |        |        |        |        |        | 
|------------------------------------------- | -------------------------- | ------------------------ | ------------ | ------ | ------------------ | ----- | ----------------- | ------ | ------ | ------ | ------ | ------ | ------ | ------ | ------ | ------ | ------ | ------ | 
|                                            |                            |                          |              |        | Three Months Ended |       | Nine Months Ended
|                                            |                            |                          |              |        | September 30,      |       | September 30,    
|                                            |                            |                          |              |        |                    |       |                  
|                                            |                            |                          |              |        | 2002               |       | 2001              |        | 2002   |        | 2001  
|                                            |                            |                          |              |        |                    |       |                   |        |        |        |       
|SALES:                                      |                            |                          |              |        |                    |       |                   |        |        |        |        |        |        |        |        |       
|                                            | Product Sales, net         |                          | $            | 11,958 |                    |       | $                 | 12,678 |        |        | $      | 35,349 |        |        | $      | 38,455 |       
|                                            | Service Sales              |                          |              | 3,359  |                    |       |                   | 2,531  |        |        |        | 9,066  |        |        |        | 7,379  |       
|                                            |                            |                          |              |        |                    |       |                   |        |        |        |        |        |        |        |        |       
|                                            |                            | Net Sales                |              |        | 15,317             |       |                   |        | 15,209 |        |        |        | 44,415 |        |        |        | 45,834 |       
|COST OF SALES:                              |                            |                          |              |        |                    |       |                   |        |        |        |        |        |        |        |        |       
|                                            | Cost of Product Sales      |                          |              | 3,491  |                    |       |                   | 3,602  |        |        |        | 10,836 |        |        |        | 11,000 |       
|                                            | Cost of Service Sales      |                          |              | 1,875  |                    |       |                   | 1,177  |        |        |        | 4,780  |        |        |        | 3,860  |       
|                                            |                            |                          |              |        |                    |       |                   |        |        |        |        |        |        |        |        |       
|                                            |                            | Total Cost of Sales      |              |        | 5,366              |       |                   |        | 4,779  |        |        |        | 15,616 |        |        |        | 14,860 |       
|                                            |                            |                          |              |        |                    |       |                   |        |        |        |        |        |        |        |        |       
|                                            |                            |                          | Gross Profit |        |                    | 9,951 |                   |        |        | 10,430 |        |        |        | 28,799 |        |        |        | 30,974 | 
|OPERATING EXPENSES:                         |                            |                          |              |        |                    |       |                   |        |        |        |        |        |        |        |        |       
|                                            | Research and Development   |                          |              | 1,622  |                    |       |                   | 1,428  |        |        |        | 4,764  |        |        |        | 4,030  |       
|                                            | Marketing and Selling      |                          |              | 5,098  |                    |       |                   | 5,151  |        |        |        | 15,586 |        |        |        | 16,032 |       
|                                            | General and Administrative |                          |              | 917    |                    |       |                   | 823    |        |        |        | 2,874  |        |        |        | 2,523  |       
|                                            |                            |                          |              |        |                    |       |                   |        |        |        |        |        |        |        |        |       
|                                            |                            | Total Operating Expenses |              |        | 7,637              |       |                   |        | 7,402  |        |        |        | 23,224 |        |        |        | 22,585 |       
|                                            |                            |                          |              |        |                    |       |                   |        |        |        |        |        |        |        |        |       
|INCOME FROM OPERATIONS                      |                            |                          | 2,314        |        |                    |       | 3,028             |        |        |        | 5,575  |        |        |        | 8,389  |       
|INVESTMENT INCOME AND OTHER, net            |                            |                          | 143          |        |                    |       | 404               |        |        |        | 438    |        |        |        | 1,204  |       
|                                            |                            |                          |              |        |                    |       |                   |        |        |        |        |        |        |        |        |       
|INCOME BEFORE INCOME TAXES                  |                            |                          | 2,457        |        |                    |       | 3,432             |        |        |        | 6,013  |        |        |        | 9,593  |       
|INCOME TAX EXPENSE                          |                            |                          | 934          |        |                    |       | 1,287             |        |        |        | 2,285  |        |        |        | 3,597  |       
|                                            |                            |                          |              |        |                    |       |                   |        |        |        |        |        |        |        |        |       
|NET INCOME                                  |                            | $                        | 1,523        |        |                    | $     | 2,145             |        |        | $      | 3,728  |        |        | $      | 5,996  |       
|                                            |                            |                          |              |        |                    |       |                   |        |        |        |        |        |        |        |        |       
|BASIC EARNINGS PER SHARE (Note 3)           |                            | $                        | 0.08         |        |                    | $     | 0.11              |        |        | $      | 0.20   |        |        | $      | 0.32   |       
|                                            |                            |                          |              |        |                    |       |                   |        |        |        |        |        |        |        |        |       
|BASIC WEIGHTED AVERAGE SHARES OUTSTANDING   |                            |                          | 18,910       |        |                    |       | 18,960            |        |        |        | 19,050 |        |        |        | 18,990 |       
|                                            |                            |                          |              |        |                    |       |                   |        |        |        |        |        |        |        |        |       
|DILUTED EARNINGS PER SHARE (Note 3)         |                            | $                        | 0.08         |        |                    | $     | 0.11              |        |        | $      | 0.19   |        |        | $      | 0.30   |       
|                                            |                            |                          |              |        |                    |       |                   |        |        |        |        |        |        |        |        |       
|DILUTED WEIGHTED AVERAGE SHARES OUTSTANDING |                            |                          | 19,110       |        |                    |       | 20,100            |        |        |        | 19,340 |        |        |        | 19,960 |       
|                                            |                            |                          |              |        |                    |       |                   |        |        |        |        |        |        |        |        |       

The accompanying notes to consolidated financial statements are an integral
part of these consolidated statements.

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SPECTRALINK CORPORATION AND SUBSIDIARY
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(Unaudited)

|                                                  |                                                                                   |                                                                                       |                                           |        |                   |        |        |        |      |        |  
|------------------------------------------------- | --------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------- | ----------------------------------------- | ------ | ----------------- | ------ | ------ | ------ | ---- | ------ | -
|                                                  |                                                                                   |                                                                                       |                                           |        | Nine Months Ended
|                                                  |                                                                                   |                                                                                       |                                           |        |                  
|                                                  |                                                                                   |                                                                                       |                                           |        | September 30,    
|                                                  |                                                                                   |                                                                                       |                                           |        |                  
|                                                  |                                                                                   |                                                                                       |                                           |        | 2002              |        | 2001  
|                                                  |                                                                                   |                                                                                       |                                           |        |                   |        |       
|CASH FLOWS FROM OPERATING ACTIVITIES:             |                                                                                   |                                                                                       |                                           |        |                   |        |        |       
|                                                  | Net income                                                                        |                                                                                       | $                                         | 3,728  |                   |        | $      | 5,996  |     
|                                                  | Adjustments to reconcile net income to net cash provided by operating
activities: |                                                                                       |                                           |        |                   |        |        |        |     
|                                                  |                                                                                   | Depreciation and amortization                                                         |                                           |        | 826               |        |        |        | 799  |       
|                                                  |                                                                                   | Income tax benefit from the exercise of stock options                                 |                                           |        | 184               |        |        |        | 980  |       
|                                                  |                                                                                   | Provision for bad debts                                                               |                                           |        | 209               |        |        |        | 57   |       
|                                                  |                                                                                   | Write-down for excess and obsolete inventory                                          |                                           |        | 163               |        |        |        | 100  |       
|                                                  |                                                                                   | Amortization of premium (discount) on investments in
marketable securities            |                                           |        | 4                 |        |        |        | (46  | )     
|                                                  | Changes in assets and liabilities -                                               |                                                                                       |                                           |        |                   |        |        |        |     
|                                                  |                                                                                   | Decrease (increase) in trade accounts receivable                                      |                                           |        | 1,952             |        |        |        | (450 | )     
|                                                  |                                                                                   | (Increase) decrease in inventory                                                      |                                           |        | (208              | )      |        |        | 754  |       
|                                                  |                                                                                   | Decrease in other assets and income tax receivable                                    |                                           |        | 1,755             |        |        |        | 410  |       
|                                                  |                                                                                   | Decrease (increase) in accounts payable                                               |                                           |        | 11                |        |        |        | (682 | )     
|                                                  |                                                                                   | Increase (decrease) in accrued liabilities, income taxes payable and
deferred revenue |                                           |        | 1,363             |        |        |        | (66  | )     
|                                                  |                                                                                   |                                                                                       |                                           |        |                   |        |        |       
|                                                  |                                                                                   |                                                                                       | Net cash provided by operating activities |        |                   | 9,987  |        |        |      | 7,852  |  
|CASH FLOWS FROM INVESTING ACTIVITIES:             |                                                                                   |                                                                                       |                                           |        |                   |        |        |       
|                                                  | Purchases of property and equipment                                               |                                                                                       |                                           | (673   | )                 |        |        | (1,026 | )   
|                                                  | Purchases of investments in marketable securities                                 |                                                                                       |                                           |       |                   |        |        | (3,484 | )   
|                                                  | Maturity of investments in marketable securities                                  |                                                                                       |                                           | 1,000  |                   |        |        | 12,500 |     
|                                                  |                                                                                   |                                                                                       |                                           |        |                   |        |        |       
|                                                  |                                                                                   |                                                                                       | Net cash provided by investing activities |        |                   | 327    |        |        |      | 7,990  |  
|CASH FLOWS FROM FINANCING ACTIVITIES:             |                                                                                   |                                                                                       |                                           |        |                   |        |        |       
|                                                  | Proceeds from exercises of common stock options                                   |                                                                                       |                                           | 920    |                   |        |        | 1,809  |     
|                                                  | Proceeds from issuances of common stock                                           |                                                                                       |                                           | 311    |                   |        |        | 295    |     
|                                                  | Purchases of treasury stock                                                       |                                                                                       |                                           | (6,619 | )                 |        |        | (5,691 | )   
|                                                  |                                                                                   |                                                                                       |                                           |        |                   |        |        |       
|                                                  |                                                                                   |                                                                                       | Net cash used in financing activities     |        |                   | (5,388 | )      |        |      | (3,587 | )
|                                                  |                                                                                   |                                                                                       |                                           |        |                   |        |        |       
|INCREASE IN CASH AND CASH EQUIVALENTS             |                                                                                   |                                                                                       | 4,926                                     |        |                   |        | 12,255 |       
|CASH AND CASH EQUIVALENTS, beginning of period    |                                                                                   |                                                                                       | 37,242                                    |        |                   |        | 20,793 |       
|                                                  |                                                                                   |                                                                                       |                                           |        |                   |        |        |       
|CASH AND CASH EQUIVALENTS, end of period          |                                                                                   | $                                                                                     | 42,168                                    |        |                   | $      | 33,048 |       
|                                                  |                                                                                   |                                                                                       |                                           |        |                   |        |        |        |     
|SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: |                                                                                   |                                                                                       |                                           |        |                   |        |        |       
|                                                  | Cash paid for income taxes                                                        |                                                                                       | $                                         | 113    |                   |        | $      | 2,226  |     
|                                                  |                                                                                   |                                                                                       |                                           |        |                   |        |        |        |     

The accompanying notes to consolidated financial statements are an integral
part of these consolidated statements.

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SPECTRALINK CORPORATION AND SUBSIDIARY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2002
(Unaudited)

1.     Basis of Presentation

The accompanying condensed consolidated financial statements as of
September 30, 2002, and December 31, 2001, and for the three months and nine
months ended September 30, 2002 and 2001, have been prepared from the books and
records of SpectraLink Corporation and SpectraLink International Corporation
(together SpectraLink) and are unaudited. In managements opinion, these
financial statements include all adjustments, consisting only of normal
recurring adjustments, necessary to fairly present SpectraLinks financial
position, results of operations and cash flows for the periods presented. The
results of operations for the period ended September 30, 2002, are not
necessarily indicative of the results to be expected for any subsequent quarter
or for the entire fiscal year ending December 31, 2002.

The financial statements should be read in conjunction with the audited
financial statements and notes thereto as of and for the year ended December
31, 2001, which are included in SpectraLinks Annual Report on Form 10-K. The
accounting policies utilized in the preparation of the financial statements
herein presented are the same as set forth in SpectraLinks annual financial
statements.

2.     Inventory

Inventory includes the cost of raw materials, direct labor and
manufacturing overhead, and is stated at the lower of cost (first-in,
first-out) or market. Inventory as of September 30, 2002, and December 31,
2001, consisted of the following:

|                 |  |                |       |              |  |   |       | 
|---------------- |  | -------------- | ----- | ------------ |  | - | ----- | 
|                 |  | September 30,  |       | December 31,
|                 |  |                |       |             
|                 |  | 2002           |       | 2001        
|                 |  |                |       |             
|                 |  | (In thousands)
|Raw materials    |  | $              | 2,837 |              |  | $ | 3,621 | 
|Work in progress |  |                | 3     |              |  |   | 16    | 
|Finished goods   |  |                | 5,278 |              |  |   | 4,436 | 
|                 |  |                |       |              |  |   |       | 
|                 |  | $              | 8,118 |              |  | $ | 8,073 | 
|                 |  |                |       |              |  |   |       | 

The reserve for inventory was $573,000 and $410,000 as of September 30, 2002,
and December 31, 2001, respectively.

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3.     Earnings Per Share

Basic earnings per share is computed by dividing the net income by the
weighted average number of shares of common stock outstanding for the period.
Diluted earnings per share is determined by dividing the net income by the sum
of the weighted average number of common shares outstanding and if not
anti-dilutive, the effect of outstanding stock options and/or other common
stock equivalents is determined utilizing the treasury stock method.
Potentially dilutive common stock options excluded from the calculation of
dilutive income per share because they were anti-dilutive, totaled 1,869,546
and 47,836 for the three months ended September 30, 2002 and 2001,
respectively, and 1,358,866 and 88,950 for the nine months ended September 30,
2002 and 2001, respectively. A reconciliation of the numerators and
denominators used in computing earnings per share is as follows:

|                               |                           |   |                                          |   |        |  |           |     |        |   |        |   |           |   |       |   |  |  |        |       |  |   |      |   | 
|------------------------------ | ------------------------- | - | ---------------------------------------- | - | ------ |  | --------- | --- | ------ | - | ------ | - | --------- | - | ----- | - |  |  | ------ | ----- |  | - | ---- | - | 
|                               |                           |   | Three Months Ended September 30,        
|                               |                           |   | (In thousands, except per share amounts)
|                               |                           |   | 2002                                     |   | 2001  
|                               |                           |   |                                          |   |       
|                               |                           |   | Income                                   |   | Shares |  | Per Share |     | Income |   | Shares |   | Per Share
|                               |                           |   |                                          |   |        |  |           |     |        |   |        |   |          
|Basic EPS                     |                           | $ | 1,523                                    |   |        |  | 18,910    |     |        | $ | 0.08   |   |           | $ | 2,145 |   |  |  | 18,960 |       |  | $ | 0.11 |  
|Effect of dilutive securities: |                           |   |                                          |   |        |  |           |     |        |   |        |   |           |   |       |   |  |  |        |       |  |   |      |  
|                               | Stock purchase plan       |   |                                          |  |        |  |           | 17  |        |   |        |  |           |   |       |  |  |  |        | 8     |  |   |      |  | 
|                               | Stock options outstanding |   |                                          |  |        |  |           | 183 |        |   |        |  |           |   |       |  |  |  |        | 1,132 |  |   |      |  | 
|                               |                           |   |                                          |   |        |  |           |     |        |   |        |   |           |   |       |   |  |  |        |       |  |   |      |  
|Diluted EPS                   |                           | $ | 1,523                                    |   |        |  | 19,110    |     |        | $ | 0.08   |   |           | $ | 2,145 |   |  |  | 20,100 |       |  | $ | 0.11 |  
|                               |                           |   |                                          |   |        |  |           |     |        |   |        |   |           |   |       |   |  |  |        |       |  |   |      |   | 

|                               |                           |   |                                          |   |        |  |           |     |        |   |        |       |           |   |       |   |  |  |        |     |  |   |      |       |  
|------------------------------ | ------------------------- | - | ---------------------------------------- | - | ------ |  | --------- | --- | ------ | - | ------ | ----- | --------- | - | ----- | - |  |  | ------ | --- |  | - | ---- | ----- | -
|                               |                           |   | Nine Months Ended September 30,         
|                               |                           |   | (In thousands, except per share amounts)
|                               |                           |   | 2002                                     |   | 2001  
|                               |                           |   |                                          |   |       
|                               |                           |   | Income                                   |   | Shares |  | Per Share |     | Income |   | Shares |       | Per Share
|                               |                           |   |                                          |   |        |  |           |     |        |   |        |       |          
|Basic EPS                     |                           | $ | 3,728                                    |   |        |  | 19,050    |     |        | $ | 0.20   |       |           | $ | 5,996 |   |  |  | 18,990 |     |  | $ | 0.32 |      
|Effect of dilutive securities: |                           |   |                                          |   |        |  |           |     |        |   |        |       |           |   |       |   |  |  |        |     |  |   |      |      
|                               | Stock purchase plan       |   |                                          |  |        |  |           | 18  |        |   |        |      |           |   |       |  |  |  |        | 3   |  |   |      |      |  
|                               | Stock options outstanding |   |                                          |  |        |  |           | 272 |        |   |        | (0.01 | )         |   |       |  |  |  |        | 967 |  |   |      | (0.02 | )
|                               |                           |   |                                          |   |        |  |           |     |        |   |        |       |           |   |       |   |  |  |        |     |  |   |      |      
|Diluted EPS                   |                           | $ | 3,728                                    |   |        |  | 19,340    |     |        | $ | 0.19   |       |           | $ | 5,996 |   |  |  | 19,960 |     |  | $ | 0.30 |      
|                               |                           |   |                                          |   |        |  |           |     |        |   |        |       |           |   |       |   |  |  |        |     |  |   |      |       |  

4.     Stockholders Equity

In the third quarter of 2002, SpectraLink repurchased 310,300 shares of
outstanding common stock (now classified as treasury stock) at a cost of
$2,122,000, and during the third quarter of 2001, 142,500 shares were
repurchased at a cost of $2,136,000. For the nine months ended September 30,
2002, SpectraLink repurchased 771,300 shares of outstanding common stock (now
classified as treasury stock) at a cost of $6,619,000, and during the nine
months ended September 30, 2001, 532,500 shares were repurchased at a cost of
$5,691,000.

5.     Legal Proceedings

SpectraLink and certain of its officers and directors have been named as
defendants in four lawsuits filed between February 7, 2002, and February 21,
2002, three of which have been filed in the United States District Court for
the District of Colorado and one of which has been filed in the Colorado
District Court for the City and County of Denver. The cases are designated as
follows: Wilmer Kerns, Individually And On Behalf of All Others Similarly
Situated, Plaintiff, vs. SpectraLink Corporation, Bruce Holland and Nancy K.
Hamilton, Defendants (United States District Court Civil Action Number
02-D-0263) (the Kerns Action); Danilo Martin Molieri, Individually and On
Behalf of All Others Similarly Situated, Plaintiff, v. SpectraLink Corporation,
Bruce Holland and Nancy K. Hamilton, Defendants (United States District Court
Civil Action Number 02-D-0315) (the Molieri Action); Evie Elennis,
derivatively on behalf of SpectraLink Corporation, Plaintiff(s), v. Bruce M.
Holland, Anthony V. Carollo, Jr., Gary L. Bliss, Michael P. Cronin, Nancy K.
Hamilton and John H. Elms, Defendant(s), and SpectraLink Corporation, Nominal
Defendant (United States District Court Civil Action Number 02-D-0345) (the
Federal Derivative Action); and Roger Humphreys, Derivatively on Behalf of
Nominal Defendant SpectraLink Corporation,

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Plaintiff, v. Carl D. Carman, Anthony V. Carollo, Jr., Bruce M. Holland, Burton
J. McMurtry, Gary L. Bliss, Michael P. Cronin, John H. Elms, and Nancy K.
Hamilton, Defendants (Colorado District Court Case No. 02CV1687) (the State
Derivative Action). In the Kerns and Molieri Actions, plaintiffs, who purport
to be purchasers or holders of SpectraLink common stock, seek to assert claims
on behalf of a class of persons who purchased securities in SpectraLink between
July 19, 2001, and January 11, 2002. The plaintiffs in the Federal and State
Derivative Actions purport to bring their claims derivatively on behalf of
SpectraLink.

These cases arise out of a press release issued by SpectraLink on January
14, 2002, announcing preliminary financial results for the fourth quarter of
2001 and revising downward its estimates for year 2002 results of operations.
The Kerns and Molieri Actions contain essentially identical claims alleging
that SpectraLink and certain of its officers and directors violated the United
States securities laws, specifically Sections 10(b) and 20(a) and Rule 10b-5
under the Securities Exchange Act of 1934, as a result of alleged public
misstatements and omissions, and cite to certain insider sales of SpectraLink
stock prior to the January 14, 2002, press release. In the cases brought as
derivative actions, the plaintiffs allege that the officers and directors of
SpectraLink violated fiduciary duties owed to SpectraLink and its stockholders
under state laws by allowing and/or facilitating the issuance of these same
alleged public misstatements and omissions, misappropriating nonpublic
information for their own benefit, making insider stock sales, wasting
corporate assets, abusing their positions of control, and mismanaging the
corporation. The plaintiffs in these derivative cases allege that SpectraLink
has and will continue to suffer injury as a result of these alleged violations
of duty for which the officers and directors should be held liable.

At the request of the plaintiffs in the Kerns and Molieri cases, the Court
consolidated those two actions, and appointed Landon Hendricks and Derek P. Poh
as lead plaintiffs. The plaintiffs in the consolidated action filed a
consolidated amended complaint on September 18, 2002. SpectraLink intends to
move to dismiss the consolidated amended complaint on or before November 1,
2002.

The defendants in the Federal and State Derivative Actions filed motions
to dismiss. In the Federal Action, the plaintiff stipulated to and the Court
then ordered a stay of discovery and a stay of motion practice pending
resolution of the anticipated motion to dismiss the consolidated amended
complaint in the consolidated action described above. In the State Derivative
Action, the plaintiff also agreed to a stay of discovery and a stay of motion
practice pending resolution of the anticipated motion to dismiss, and the
stipulation has been submitted to the state court for approval.

It is possible that additional lawsuits may be filed alleging similar
claims, and that any such additional lawsuits arising out of the same operative
facts and circumstances would also be consolidated. Unless circumstances
warrant, SpectraLink does not intend to report the filing of additional
lawsuits based on the same operative facts and circumstances.

SpectraLink believes that the lawsuits are without merit and it intends to
vigorously defend both itself and its officers and directors, with whom
SpectraLink shares common interests and defenses. However, no assurance can be
given that SpectraLink will be successful in defending the claims being
asserted in these suits. If SpectraLink is not successful in its defense of
these suits, it could be required to make significant payments to its
stockholders and/or their lawyers, which could have a material adverse effect
on SpectraLinks business, financial condition, and results of operations. In
addition, the litigation could result in substantial costs and divert
managements attention and resources. In the particular case of the Federal
and State Derivative Actions, a finding of liability on the part of all or some
of the defendant officers and directors could ultimately result in the
interests of SpectraLink becoming adverse to those officers and directors. In
either case, SpectraLinks business could be adversely affected, even if the
plaintiffs are ultimately not successful in the prosecution of their claims
against SpectraLink and/or its officers and directors.

SpectraLink is not presently a party to any other material pending legal
proceedings of which it is aware.

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PART I   ITEM 2

MANAGEMENTS DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
SPECTRALINK CORPORATION AND SUBSIDIARY

This Form 10-Q contains forward-looking statements within the context of
Section 21E of the Securities Exchange Act of 1934, as amended. Each and every
forward-looking statement involves a number of risks and uncertainties which
are described in this report. The actual results that SpectraLink achieves may
differ materially from those described in any forward-looking statement due to
such risks and uncertainties. SpectraLink has identified by * bold face*
various sentences within this Form 10-Q which are believed to contain
forward-looking statements. Additionally, words such as believes,
anticipates, expects, intends, could, might, and similar expressions
are intended to identify forward-looking statements, but are not the exclusive
means of identifying such statements. SpectraLink undertakes no obligation to
revise any forward-looking statements in order to reflect events or
circumstances that may arise after the date of this report.

Business Description

SpectraLink commenced operations in April 1990 to design, manufacture and
sell workplace wireless telephone systems which complement existing telephone
systems by providing mobile communications in a building or campus environment.
SpectraLink Wireless Telephone Systems increase the efficiency of employees by
enabling them to remain in telephone contact while moving throughout the
workplace. SpectraLinks primary sales efforts are currently focused on home
improvement, grocery stores and other retail store chains, hospitals, nursing
homes, distribution centers, manufacturing and service facilities, corporate
offices and education facilities. SpectraLink sells its systems in the United
States, Canada, Europe and Asia/Pacific through its direct sales force,
telecommunications equipment distributors, and certain specialty dealers.
Effective December 23, 1999, SpectraLink incorporated SpectraLink International
Corporation in Delaware, as a wholly owned subsidiary of SpectraLink.

Since inception, SpectraLink has expended considerable effort and
resources developing its wireless telephone systems, building its direct and
indirect channels of distribution, and managing the effects of rapid growth.
This rapid growth has required SpectraLink to significantly increase the scale
of its operations, including the hiring of additional personnel in all
functional areas, and has resulted in significantly higher operating expenses.
SpectraLink anticipates that its operating expenses will continue to increase.
Expansion of SpectraLinks operations may cause a significant strain on
SpectraLinks management, financial and other resources. The inability of
SpectraLink to manage additional growth, should it occur, could have a material
adverse effect on SpectraLinks business, financial condition and results of
operations.

Critical Accounting Policies and Estimates

SpectraLink has identified the most critical accounting principles upon
which its financial status depends in response to the SECs Release No.
33-8040, Cautionary Advice Regarding Disclosure About Critical Accounting
Policies. SpectraLink determined the critical accounting principles by
considering accounting policies that involve the most complex or subjective
decisions or assessments. Below is a summary of SpectraLinks most critical
accounting policies. This discussion and analysis should be read in
conjunction with SpectraLinks consolidated financial statements and related
notes included in SpectraLinks Annual Report on Form 10-K for the fiscal year
ended December 31, 2001, which was filed with the U.S. Securities and Exchange
Commission on March 25, 2002 (2001 Form 10-K).

SpectraLinks discussion and analysis of its financial condition and
results of operations are based upon SpectraLinks consolidated financial
statements, which have been prepared in accordance with accounting principles
generally accepted in the United States. The preparation of these financial
statements requires SpectraLink to make estimates and judgments that affect the
reported amounts of assets, liabilities, revenues and expenses, and related
disclosure of contingent assets and liabilities. SpectraLink evaluates its
estimates, on an on-going basis, including those related to product returns,
bad debts, inventories, income taxes, warranty obligations, contingencies and
litigation. SpectraLink bases estimates on historical experience and on
various other assumptions that it believes to be reasonable under the
circumstances, the results of which form the basis for making judgments about
the carrying values of assets and liabilities that are not readily apparent
from other sources. Actual results may differ from these estimates under
different assumptions or conditions.

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SpectraLink believes the following critical accounting policies affect its
more significant judgments and estimates used in the preparation of its
consolidated financial statements:



| |  |  | SpectraLinks revenue recognition policy is significant because
SpectraLinks revenue is a key component of its results of operations.
SpectraLink follows very specific and detailed guidelines in
measuring revenue and determining the periods that the related revenue
should be recorded; however, certain judgments affect the application
of SpectraLinks revenue policy. Revenue results are difficult to
predict, and any shortfall in revenue or delay in recognizing revenue
could cause SpectraLinks operating results to vary significantly from
quarter to quarter and could result in operating losses.
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  |  | SpectraLink maintains allowances for doubtful accounts for
estimated losses resulting from the inability of its customers to make
required payments. Additional allowances may be required if the
financial condition of SpectraLinks customers were to deteriorate,
resulting in an impairment of their ability to make payments.                                                                                                                                                                                                                                                                                     
|
| |  |  | SpectraLink provides for the estimated cost of product warranties
at the time revenue is recognized. SpectraLink engages in extensive
product quality programs and processes, including actively monitoring
and evaluating the quality of its component suppliers. Product
failure rates, material usage and service delivery costs incurred in
correcting a product failure affect SpectraLinks warranty obligation.
Revisions to the estimated warranty liability would be required
should actual product failure rates, material usage or service
delivery costs differ from SpectraLinks estimates.               
|
| |  |  | SpectraLink writes down its inventory for estimated obsolescence
or unmarketable inventory equal to the difference between the cost of
inventory and the estimated market value based upon assumptions about
future demand and market conditions. Additional inventory write-downs
may be required if actual market conditions are less favorable than
those projected by management.                                                                                                                                                                                                                                   
|
| |  |  | SpectraLink may record a valuation allowance to reduce its
deferred tax assets to an amount that is estimated to be more likely
than not that such amounts will not be realized. SpectraLink
considers future taxable income and ongoing prudent and feasible tax
planning strategies in assessing the need for a valuation allowance.                                                                                                                                                                                                                                                                                  

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Results of Operations

The following table sets forth unaudited results of operations for the
three-month and nine-month periods ended September 30, 2002 and 2001, as a
percentage of net sales in each of these periods. This data has been derived
from unaudited consolidated financial statements.

|                                 |                            |           |      |                    |       |                   |      |      |       |      |      |      |       |   |      |      |       |  
|-------------------------------- | -------------------------- | --------- | ---- | ------------------ | ----- | ----------------- | ---- | ---- | ----- | ---- | ---- | ---- | ----- | - | ---- | ---- | ----- | -
|                                 |                            |           |      | Three Months Ended |       | Nine Months Ended
|                                 |                            |           |      |                    |       |                  
|                                 |                            |           |      | September 30,      |       | September 30,    
|                                 |                            |           |      |                    |       |                  
|                                 |                            |           |      | 2002               |       | 2001              |      | 2002 |       | 2001
|                                 |                            |           |      |                    |       |                   |      |      |       |     
|Product Sales, net               |                            |           | 78.0 | %                  |       |                   | 83.4 | %    |       |      | 79.6 | %    |       |   | 83.9 | %   
|                                 |                            |           |      |                    |       |                   |      |      |       |      |      |      |       |   |      |     
|Service Sales                    |                            |           | 22.0 | %                  |       |                   | 16.6 | %    |       |      | 20.4 | %    |       |   | 16.1 | %   
|                                 |                            |           |      |                    |       |                   |      |      |       |      |      |      |       |   |      |     
|                                 |                            | Net Sales |      |                    | 100.0 | %                 |      |      | 100.0 | %    |      |      | 100.0 | % |      |      | 100.0 | %
|                                 |                            |           |      |                    |       |                   |      |      |       |      |      |      |       |   |      |     
|Cost of Product Sales            |                            |           | 22.8 | %                  |       |                   | 23.7 | %    |       |      | 24.4 | %    |       |   | 24.0 | %   
|                                 |                            |           |      |                    |       |                   |      |      |       |      |      |      |       |   |      |     
|Cost of Service Sales            |                            |           | 12.2 | %                  |       |                   | 7.7  | %    |       |      | 10.8 | %    |       |   | 8.4  | %   
|                                 |                            |           |      |                    |       |                   |      |      |       |      |      |      |       |   |      |     
|                                 | Total Cost of Sales        |           |      | 35.0               | %     |                   |      | 31.4 | %     |      |      | 35.2 | %     |   |      | 32.4 | %    
|                                 |                            |           |      |                    |       |                   |      |      |       |      |      |      |       |   |      |     
|Gross Profit                     |                            |           | 65.0 | %                  |       |                   | 68.6 | %    |       |      | 64.8 | %    |       |   | 67.6 | %   
|                                 |                            |           |      |                    |       |                   |      |      |       |      |      |      |       |   |      |     
|Operating Expenses:              |                            |           |      |                    |       |                   |      |      |       |      |      |      |       |   |      |     
|                                 | Research and Development   |           |      | 10.6               | %     |                   |      | 9.4  | %     |      |      | 10.7 | %     |   |      | 8.8  | %    
|                                 |                            |           |      |                    |       |                   |      |      |       |      |      |      |       |   |      |     
|                                 | Marketing and Selling      |           |      | 33.3               | %     |                   |      | 33.9 | %     |      |      | 35.1 | %     |   |      | 35.0 | %    
|                                 |                            |           |      |                    |       |                   |      |      |       |      |      |      |       |   |      |     
|                                 | General and Administrative |           |      | 6.1                | %     |                   |      | 5.4  | %     |      |      | 6.5  | %     |   |      | 5.5  | %    
|                                 |                            |           |      |                    |       |                   |      |      |       |      |      |      |       |   |      |     
|Total Operating Expenses         |                            |           | 50.0 | %                  |       |                   | 48.7 | %    |       |      | 52.3 | %    |       |   | 49.3 | %   
|                                 |                            |           |      |                    |       |                   |      |      |       |      |      |      |       |   |      |     
|Income from Operations           |                            |           | 15.0 | %                  |       |                   | 19.9 | %    |       |      | 12.5 | %    |       |   | 18.3 | %   
|                                 |                            |           |      |                    |       |                   |      |      |       |      |      |      |       |   |      |     
|Investment Income and Other, net |                            |           | 1.0  | %                  |       |                   | 2.7  | %    |       |      | 1.0  | %    |       |   | 2.6  | %   
|                                 |                            |           |      |                    |       |                   |      |      |       |      |      |      |       |   |      |     
|Income Before Income Taxes       |                            |           | 16.0 | %                  |       |                   | 22.6 | %    |       |      | 13.5 | %    |       |   | 20.9 | %   
|                                 |                            |           |      |                    |       |                   |      |      |       |      |      |      |       |   |      |     
|Income Tax Expense               |                            |           | 6.1  | %                  |       |                   | 8.5  | %    |       |      | 5.1  | %    |       |   | 7.8  | %   
|                                 |                            |           |      |                    |       |                   |      |      |       |      |      |      |       |   |      |     
|Net Income                       |                            |           | 9.9  | %                  |       |                   | 14.1 | %    |       |      | 8.4  | %    |       |   | 13.1 | %   
|                                 |                            |           |      |                    |       |                   |      |      |       |      |      |      |       |   |      |     

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SPECTRALINK CORPORATION AND SUBSIDIARY
Three and Nine Months Ended September 30, 2002 and 2001

Product Sales, net.SpectraLink derives its product revenue principally from
the sale of wireless, on-premises telephone systems. Product sales for the
three months ended September 30, 2002, decreased by 5.7% to $11,958,000 from
$12,678,000 for the same period last year. Product sales for the nine months
ended September 30, 2002, decreased by 8.1% to $35,349,000 from $38,455,000
for the same period last year. The decrease in sales was mainly due to
SpectraLinks decreasing orders from customers as a result of the weak economy
and a decline in indirect sales.

Service Sales. SpectraLink derives its service revenue principally from the
installation and service of wireless, on-premises telephone systems. Service
sales for the three months ended September 30, 2002, increased by 32.7% to
$3,359,000 from $2,531,000 for the same period last year. Service sales for
the nine months ended September 30, 2002, increased by 22.9% to $9,066,000
from $7,379,000 for the same period last year. Service sales increased for
the three months and nine months ended September 30, 2002 primarily due to
additional installations, training, and increased revenue from maintenance
contracts.

The following table details the sales to different customer types as a
percentage of total net sales:

|                |  |                                |       |                   |  |      |       |      |  |  |       |   |  |  |       |  
|--------------- |  | ------------------------------ | ----- | ----------------- |  | ---- | ----- | ---- |  |  | ----- | - |  |  | ----- | -
|                |  | Customer Mix Table            
|                |  | (As a Percentage of Net Sales)
|                |  |                               
|                |  | Three Months Ended             |       | Nine Months Ended
|                |  |                                |       |                  
|                |  | September 30,                  |       | September 30,    
|                |  |                                |       |                  
|                |  | 2002                           |       | 2001              |  | 2002 |       | 2001
|                |  |                                |       |                   |  |      |       |     
|Customer Type:  |  |                                |       |                   |  |      |       |      |  |  |       |   |  |  |       |  
|                |  |                                |       |                   |  |      |       |      |  |  |       |   |  |  |       |  
|Indirect Sales  |  |                                | 45.9  | %                 |  |      | 52.5  | %    |  |  | 46.3  | % |  |  | 56.7  | %
|                |  |                                |       |                   |  |      |       |      |  |  |       |   |  |  |       |  
|Direct Sales    |  |                                | 32.1  | %                 |  |      | 30.9  | %    |  |  | 33.3  | % |  |  | 27.2  | %
|                |  |                                |       |                   |  |      |       |      |  |  |       |   |  |  |       |  
|Service Sales   |  |                                | 22.0  | %                 |  |      | 16.6  | %    |  |  | 20.4  | % |  |  | 16.1  | %
|                |  |                                |       |                   |  |      |       |      |  |  |       |   |  |  |       |  
|Total Net Sales |  |                                | 100.0 | %                 |  |      | 100.0 | %    |  |  | 100.0 | % |  |  | 100.0 | %
|                |  |                                |       |                   |  |      |       |      |  |  |       |   |  |  |       |  

The following table summarizes sales to major customers:

|               |  |                                |      |                   |  |      |     |      |  |  |     |   |  |  |      |  
|-------------- |  | ------------------------------ | ---- | ----------------- |  | ---- | --- | ---- |  |  | --- | - |  |  | ---- | -
|               |  | Sales to Major Customers      
|               |  | (As a Percentage of Net Sales)
|               |  |                               
|               |  | Three Months Ended             |      | Nine Months Ended
|               |  |                                |      |                  
|               |  | September 30,                  |      | September 30,    
|               |  |                                |      |                  
|               |  | 2002                           |      | 2001              |  | 2002 |     | 2001
|               |  |                                |      |                   |  |      |     |     
|Customer Name: |  |                                |      |                   |  |      |     |      |  |  |     |   |  |  |      |  
|               |  |                                |      |                   |  |      |     |      |  |  |     |   |  |  |      |  
|Customer A:    |  |                                | 6.8  | %                 |  |      | 9.7 | %    |  |  | 8.9 | % |  |  | 12.4 | %
|               |  |                                |      |                   |  |      |     |      |  |  |     |   |  |  |      |  
|Customer B:    |  |                                | 11.4 | %                 |  |      | 9.4 | %    |  |  | 9.2 | % |  |  | 7.2  | %
|               |  |                                |      |                   |  |      |     |      |  |  |     |   |  |  |      |  

As of September 30, 2002, SpectraLinks net trade accounts receivable consisted
of one customer that comprised approximately 11% of net trade accounts
receivable and as of December 31, 2001, Spectralink had a different customer
that comprised approximately 13% of net trade accounts receivable.

Gross Profit.SpectraLinks cost of sales consists primarily of direct
material, direct labor, service expenses, and manufacturing overhead. Gross
profit decreased by 4.6% to $9,951,000 for the three months ended September 30,
2002, from $10,430,000 for the same period last year. Gross profit decreased
by 7.0% to $28,799,000 for the nine months ended September 30, 2002, from
$30,974,000 for the same period last year. For the three months and nine

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months ended September 30, 2002, gross profit margin (gross profit as a
percentage of net sales) decreased to 65.0% from 68.6% and to 64.8% from 67.6%,
respectively. The decrease in gross profit margin as a percentage of net sales
was mainly due to an increase in service sales as a percentage of total sales,
a change in SpectraLinks product mix, and a decrease in product sales due to
the weak economy.

Research and Development.Research and development expenses consist primarily
of employee costs, professional services, and supplies necessary to develop,
enhance and reduce the cost of SpectraLinks systems. Research and development
expenses increased by 13.6% to $1,622,000 for the three months ended September
30, 2002, from $1,428,000 for the same period last year, representing 10.6% and
9.4%, respectively, of net sales. Research and development expenses increased
by 18.2% to $4,764,000 for the nine months ended September 30, 2002, from
$4,030,000 for the same period last year, representing 10.7% and 8.8%,
respectively, of net sales. SPECTRALINK EXPECTS THAT RESEARCH AND DEVELOPMENT
EXPENSES WILL BE APPROXIMATELY 10% to 11% OF REVENUE FOR FISCAL 2002.In both
periods, SpectraLink incurred research and development costs for new product
development, improvements to existing products, and manufacturing process
improvements. The increase in research and development, in dollars spent and
as a percentage of net sales, was due to an increase in headcount, which
resulted from hiring additional research and development personnel, as well as
costs associated with developing new products and performance enhancements to
existing products.

Marketing and Selling.Marketing and selling expenses consist primarily of
salaries and other expenses for personnel, commissions, travel, advertising,
trade shows, sales meetings, and market research. Sales and marketing expenses
decreased by 1.0% to $5,098,000 for the three months ended September 30, 2002,
from $5,151,000 for the same period last year, representing 33.3% and 33.9%,
respectively, of net sales. Sales and marketing expenses decreased by 2.8% to
$15,586,000 for the nine months ended September 30, 2002, from $16,032,000 for
the same period last year, representing 35.1% and 35.0%, respectively, of net
sales. The decrease in dollars spent was primarily due to a decrease in
expenses relating to commissions and sales meetings resulting from a decline in
net sales. Marketing and selling costs as a percentage of net sales remained
relatively consistent for the three months and nine months ended September 30,
2002, with the same period last year.

General and Administrative. General and administrative expenses consist
primarily of salaries and other expenses for management, finance, accounting,
contract administration, order processing, investor relations, and human
resources, as well as legal and other professional services. General and
administrative expenses increased by 11.4% to $917,000 for the three months
ended September 30, 2002, from $823,000 for the same period last year,
representing 6.1% and 5.4%, respectively, of net sales. General and
administrative expenses increased by 13.9% to $2,874,000 for the nine months
ended September 30, 2002, from $2,523,000 for the same period last year,
representing 6.5% and 5.5%, respectively, of net sales. The increase in
dollars spent was primarily a result of increasing SpectraLinks infrastructure
to support future growth for domestic and international business matters as
well as increased legal, insurance, bad debt expense, and other corporate
costs. The increase in general and administrative costs as a percentage of net
sales was primarily a result of a decline in net sales.

Investment Income and Other (Net).Investment income is the result of
SpectraLinks investments in money market, investment-grade debt securities,
government securities, and corporate bonds. Investment income and other
decreased by 64.6% to $143,000 for the three months ended September 30, 2002,
from $404,000 for the same period last year, representing 1.0% and 2.7%,
respectively, of net sales. Investment income and other decreased by 63.6% to
$438,000 for the nine months ended September 30, 2002, from $1,204,000 for the
same period last year, representing 1.0% and 2.6%, respectively, of net sales.
The decrease in investment income and other was primarily due to a decrease in
interest rates in 2002.

Income Tax.SpectraLinks income tax expense was $934,000 for the three months
ended September 30, 2002, compared to $1,287,000 for the same period last year,
and $2,285,000 for the nine months ended September 30, 2002, compared to
$3,597,000 for the same period last year. SpectraLinks effective tax rate was
38% for the three months and nine months ended September 30, 2002 and 37.5% for
the three months and nine months ended September 30, 2001. The decrease was
primarily related to decreased sales and income from the operations of
SpectraLink.

SpectraLinks operating expenses are based in part on its expectations of
future sales, and SpectraLinks expense levels are generally determined in
advance of sales. SPECTRALINK CURRENTLY PLANS TO CONTINUE TO EXPAND CERTAIN
AREAS OF ITS BUSINESS AND INCREASE ITS OPERATING EXPENSES IN AN EFFORT TO
GENERATE AND SUPPORT ADDITIONAL FUTURE REVENUE.If sales do not materialize in
a quarter as expected, SpectraLinks results of operations for that quarter
would be adversely affected. Net income may be disproportionately affected by
a reduction of revenues because only a small portion of SpectraLinks expenses
varies with its revenue.

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Liquidity and Capital Resources

Since its inception, SpectraLink has funded its operations with cash
provided by operations, supplemented by equity financing and leases on capital
equipment. As of September 30, 2002, SpectraLink had $42,168,000 of cash and
cash equivalents. SPECTRALINK INTENDS TO CONTINUE TO USE SOME OF ITS CASH
PROVIDED BY OPERATIONS TO PURCHASE TREASURY STOCK IN ACCORDANCE WITH ITS STOCK
REPURCHASE PROGRAM.

For the nine months ended September 30, 2002, SpectraLink generated cash
from operations of $9,987,000, which was a direct result of net income of
$3,728,000 and decreases in income taxes receivable due to increased income tax
expense, decreases in accounts receivable due to increased cash collections,
and increased deferred revenue due to an increase in deferred product and
service revenue. Investing activities generated cash of $327,000 from the
maturity of investments in marketable securities decreased by purchases of
property and equipment of $673,000. SpectraLink used $5,388,000 of cash in
financing activities during the nine months ended September 30, 2002, which was
a direct result of purchases of 771,300 shares of its outstanding common stock
(now classified as treasury stock) at a cost of $6,619,000. The use of cash to
repurchase common stock was offset by proceeds of $1,231,000 received from
stock option exercises and shares issued from the employee stock purchase plan.

As of September 30, 2002, SpectraLink had working capital of $53,931,000
compared to $55,297,000 at December 31, 2001. The decrease in working capital
occurred primarily due to a decrease in income taxes receivable and accounts
receivables and an increase in deferred revenue. As of September 30, 2002,
SpectraLinks current ratio (ratio of current assets to current liabilities)
was 6.4:1, compared with a current ratio of 7.5:1 as of December 31, 2001.

SPECTRALINK BELIEVES THAT ITS CURRENT CASH, CASH EQUIVALENTS, AND CASH
GENERATED FROM OPERATIONS WILL BE SUFFICIENT, BASED ON SPECTRALINKS PRESENTLY
ANTICIPATED NEEDS TO FUND NECESSARY CAPITAL EXPENDITURES, TO PROVIDE ADEQUATE
WORKING CAPITAL, AND TO FINANCE SPECTRALINKS EXPANSION FOR THE FORESEEABLE
FUTURE. THERE CAN BE NO ASSURANCE THAT ANY ADDITIONAL FINANCING WILL BE
AVAILABLE TO SPECTRALINK ON ACCEPTABLE TERMS, OR AT ALL, WHEN REQUIRED BY
SPECTRALINK. IF EQUITY SECURITIES ARE ISSUED TO RAISE ADDITIONAL FUNDS,
DILUTION TO THE EXISTING STOCKHOLDERS WILL RESULT.




Item 3. Quantitative and Qualitative Disclosures about Market Risk.

Market risk represents the risk of loss that may impact the financial
position, results of operations or cash flows of SpectraLink due to adverse
changes in financial and commodity market prices and rates. SpectraLink is
exposed to market risk in the areas of changes in United States interest rates.
These exposures are directly related to its normal operating and funding
activities. As of September 30, 2002, SpectraLink has not used derivative
instruments or engaged in hedging activities.

FORWARD-LOOKING STATEMENT FACTORS

Certain statements in this Form 10-Q, as well as statements made by
SpectraLink in periodic press releases, oral statements made by SpectraLinks
officials to analysts and stockholders in the course of presentations about
SpectraLink, and conference calls following earnings releases, constitute
forward-looking statements within the meaning of the Private Securities
Litigation Reform Act of 1995 (the Reform Act). Caution should be taken not
to place undue reliance on any such forward-looking statements since such
statements speak only as of the date of the making of such statements and
involve known and unknown risks, uncertainties and other factors that may cause
the actual results, performance or achievements of SpectraLink to be materially
different from any future results, performance or achievements expressed or
implied by the forward-looking statements. Such factors include, among other
things,



| |  |  | Many of the orders for SpectraLinks products are realized at the
end of the quarter, which makes it difficult to estimate or adjust
SpectraLinks operating activities quickly in response to an
unexpected increase or decrease in customer demand.Due to the timing
of orders from customers, SpectraLink has often recognized a
substantial portion of its revenue in the last month of a quarter. As
a
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| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | result, minor fluctuations in the timing of orders and the shipment of
products may, in the future, cause operating results to vary
significantly from quarter to quarter. The demand for SpectraLinks
products depends upon many factors and is difficult to forecast.
Significant unanticipated fluctuations in demand could cause problems in
SpectraLinks operations. The lead-time required to assemble
SpectraLinks systems is often longer than the lead-time SpectraLinks
customers provide to SpectraLink for delivery of their product
requirements. Therefore, SpectraLink often must place orders in advance
of expected purchase orders from SpectraLinks customers. As a result,
SpectraLink has only a limited ability to react to fluctuations in
demand for its products, which could cause it to have either too much or
too little inventory of a particular product. Further, the business
relationship which SpectraLink has with Offshore Group to use a Mexico
facility to assemble SpectraLinks products may not be able to provide
product in a timely manner. Additionally, once SpectraLink receives an
order, it requires sufficient time to complete the configuration of its
product to the phone systems of the customer. SpectraLinks inability
to satisfy customer demand in a timely manner would lead to lost sales
and impede SpectraLinks ability to increase its revenue. Conversely, a
large portion of SpectraLinks expenses, including rent, salaries and
capital leases, is fixed and difficult to reduce. SpectraLinks
expenses are based in part on expectations for its revenue. If
SpectraLinks revenue does not meet its expectations, the adverse effect
of the revenue shortfall upon SpectraLinks operating results may be
acute in light of the fixed nature of its expenses. It is possible that
due to fluctuations in revenue, SpectraLinks operating results could be
below the expectations of securities analysts and investors. For
instance, SpectraLinks stock price declined substantially after its
preliminary announcement of its fourth quarter 2001 financial results
reported in January 2002. In such an event, or in the event that
adverse market conditions prevail or are perceived to prevail either
generally or with respect to SpectraLinks business, the price of
SpectraLinks common stock would likely decline further.



| |  | If SpectraLink is unable to fulfill quarter end customer orders,
then SpectraLink could lose revenue and customers.The volume of
customer orders for SpectraLinks products typically increases
significantly at the end of each quarter. SpectraLink faces
significant challenges in meeting this demand. It is difficult to
ensure that SpectraLink has the resources available to meet any such
increase in order volume since it is very difficult to predict what
the level of demand will be. SpectraLink may not have the personnel
and/or systems necessary to fulfill the large order volume or the
ability to upgrade and develop its systems and infrastructure to meet
an increased order volume. If SpectraLink is unable to meet demand
from its customer for its products in a cost effective manner, then
SpectraLink might lose revenue and customers or incur increased
operating costs, either of which would harm SpectraLinks business.
|- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| 
| |  | The continuing economic slowdown, particularly in information
technology spending, will adversely impact SpectraLinks business.
SpectraLinks business has been adversely impacted by the general
economic slowdown in the United States and worldwide, particularly the
decline in information technology spending. Consumers of information
technology continue to defer, and in some cases cancel, their purchase
decisions. SpectraLinks operating results have been adversely
affected as a result. SpectraLink expects the economic slowdown to
continue to adversely impact its business and operating results for at
least the next few quarters and perhaps significantly longer. The
adverse impacts from the slowdown include longer sales cycles, lower
average selling prices, and reduced revenues.                                                                                                                                          
| 
| |  | The ability of SpectraLink and its current and new distributors
and resellers to develop and execute effective marketing and sales
strategies.SpectraLink offers its products directly and indirectly
through a variety of third-party business partners, including
distributors and resellers. Changes in the financial or business
condition of these distributors and resellers, in addition to the
ability to develop and execute effective marketing and sales
strategies, could subject SpectraLink to losses and affect its ability
to bring its products to market. For instance, SpectraLink
experienced a decrease in sales by distributors during the second
quarter of 2002 when those distributors downsized their businesses in
reaction to the economic slowdown and, as a result, had fewer sales
representatives marketing SpectraLink products.                                                                                            
| 
| |  | The market for on-premises wireless telephone systems may fail to
grow or to grow as quickly as SpectraLink anticipates.If this
growth does not occur as planned, SpectraLinks future results of
operations would be materially and adversely affected.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| 
| |  | A lower than anticipated rate of acceptance of domestic and
international markets using the 802.11 standard.SpectraLinks
NetLink Wireless Telephones are compatible with the IEEE 802.11
standard for use on 802.11 compliant wireless LANs. Consequently,
demand for NetLink Wireless Telephones depends upon the acceptance of
markets utilizing 802.11 compliant networks. This depends in part
upon                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     

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| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | the initial adoption of the 802.11 standard in international markets, as
well as enhancements to that standard in the U.S. and foreign markets
where the standard has already been adopted. Additionally, the
acceptance of 802.11 compliant networks may move more slowly, if at all,
if competing wireless networks are established and utilized.
Additionally, the deployment of wireless voice and data systems has been
inhibited by concerns about the potential of unauthorized access to data
and communications transmitted over or accessible through a wireless
system. Potential customers may choose not to purchase our products
until wireless systems are developed which provide for greater security.
Further, our product may not be compatible with secure wireless systems
that may be developed in the future. If markets utilizing 802.11
compliant networks do not grow as SpectraLink anticipates, SpectraLinks
growth would be impeded and it would not be able to factor the related
revenues into its growth in the future.



| |  | The risk of business interruption arising from SpectraLinks
dependence on its manufacturing facility located in Boulder, Colorado
and the business relationship SpectraLink has with Offshore Group to
use a facility in Empalme, Sonora, Mexico which provides assembly
services.SpectraLink is highly dependent on its Boulder, Colorado
manufacturing facility, which is home to the majority of SpectraLinks
manufacturing operations. SpectraLink is also highly dependent upon
its business relationship with Offshore Group to provide management
services and a facility located in Empalme, Sonora, Mexico which
assembles SpectraLinks products. Any event that may disrupt or
indefinitely discontinue either of the facilities capacity to
manufacture, assemble and repair SpectraLinks products could greatly
impair SpectraLinks ability to generate revenues, fulfill orders and
attain financial goals. For instance, SpectraLink may experience
delays in the receipt of assembled product from the facility in Mexico
should the border between the U.S. and Mexico close.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| 
| |  | SpectraLink faces increasing competition in the on-premises
wireless telephone system market.The on-premises wireless telephone
system industry is competitive and influenced by the introduction of
new products and new entrants into the industry. The competitive
factors affecting the market for SpectraLinks systems include product
functionality and features, frequency band of operation, ease-of-use,
quality of support, product quality and performance, price,
distribution channels, and the effectiveness of marketing and sales
efforts. Most of SpectraLinks competitors have significantly greater
financial, technical, research and development, and marketing
resources than SpectraLink. As a result, SpectraLinks competitors may
respond more quickly to new or emerging technologies and changes in
customer requirements, or may devote greater resources to the
development, promotion, sale and support of their products than
SpectraLink. In addition, some purchasers may prefer to buy their
wireless telephone systems from a single source provider of telephone
systems, such as Alcatel or NEC America, all of which manufacture and
sell PBX or key/hybrid systems. Other purchasers may prefer to buy
their 802.11 wireless telephone systems from a single source provider
of wireless local area networks, or LANs, such as Symbol Technologies,
which provides 802.11 wireless infrastructure and application devices,
such as bar code scanners, as well as wireless telephones. Because
SpectraLink focuses on wireless on-premises telephone communications,
it cannot serve as the sole source for a complete telephone or data
communications system. There is no assurance that SpectraLink will be
able to compete successfully in the future. Further, if a potential
customer is already using a competing product or system, that
potential customer may not be willing or able to make the investment
necessary to replace such a system with a SpectraLink Wireless
Telephone System. In addition, there may be potential customers who
choose another technology because of cost or their belief that their
needs do not require the full functionality provided by a SpectraLink
Wireless Telephone System.



| |  | SpectraLinks ability to respond to rapid technological changes
within the on-premises wireless telephone industry.The wireless
communications industry is characterized by rapid technological
change, short product life cycles, and evolving industry standards. To
remain competitive, SpectraLink must develop or gain access to new
technologies in order to increase product performance and
functionality, reduce product size, and maintain cost-effectiveness.
SpectraLinks success is also dependent on its ability to develop new
products for existing and emerging wireless communications markets and
to introduce such products in a timely manner. Due to the competitive
nature of SpectraLinks business, any delay in the commercial
availability of new products could materially and adversely affect
SpectraLinks business, reputation, and operating results. In
addition, if SpectraLink is unable to develop or obtain access to
advanced wireless networking technologies as they become available, or
is unable to design, develop and introduce competitive new products on
a timely basis, SpectraLinks future operating results would be
materially and adversely affected.
|- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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| |  | The ability of SpectraLink to develop and introduce new products
and transition existing products.SpectraLinks development efforts
may not lead to the successful introduction of new or improved
products. SpectraLink may encounter delays in deploying new or
improved products. For instance, SpectraLinks new products may not
properly function with its customers existing telephone systems or
SpectraLinks new products may contain defects or bugs. These
incompatibilities, defects or bugs may not be detected until
SpectraLinks customers begin to install the products. SpectraLink
may need to modify the design of its new or improved products if they
have incompatibilities, defects or bugs, which could result in
significant expenditures by SpectraLink as it seeks to remedy the
problems, delays in the purchase of the products or cancelled orders.
SpectraLink may also encounter delays in the manufacturing and
production of the new products. Additionally, the new products may
not be commercially successful. Demand for existing products may
decrease upon the announcement of new or improved products. Further,
since products under development are often announced before
introduction, these announcements may cause customers to delay
purchases of any products until the new or improved versions of those
products are available. If customer orders decrease or are delayed
during the product transition, SpectraLink may experience a decline in
revenue and have excess inventory on hand which could decrease gross
profit margins. Delays or deficiencies in the development,
manufacturing, and delivery of, or demand for, new or improved
products could have a negative effect on SpectraLinks business,
operating results or financial condition.
|- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| 
| |  | SpectraLinks reliance on sole or limited sources of supply for
many components and equipment used in its manufacturing process.
SpectraLink relies on sole or limited sources of supply for many
components and equipment used in its manufacturing process. The
delay, inability, or refusal of any of these suppliers to ship these
components or equipment could interrupt SpectraLinks manufacturing
process and ability to manufacture products in a timely manner to meet
customer demand. The limited number of sources for many of these
components may also prevent SpectraLink from decreasing its reliance
on certain suppliers and finding other sources at competitive prices.
Unforeseen price increases by any of the sole or limited source
suppliers could negatively impact product margins and the financial
performance of SpectraLink.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| 
| |  | SpectraLinks ability to manage potential expansion of operations
in the U.S. and internationally.SpectraLink intends to expand its
existing domestic and international operations and to enter new
markets. This expansion will require significant management attention
and financial resources. SpectraLink currently has limited experience
in marketing and distributing its products internationally and in
developing versions of products that comply with local standards.
SpectraLink may also not be able to maintain or increase international
market demand for its products. International operations are subject
to other inherent risks, including foreign government regulation of
technology or unexpected changes in regulatory and customs
requirements, difficulty and delays in accounts receivable collection,
difficulties and costs of staffing and managing foreign operations,
reduced protection for intellectual property rights, foreign currency
exchange rate fluctuations, and taxation consequences.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| 
| |  | SpectraLinks ability to attract and retain personnel, including
key technical and management personnel.Much of the future success of
SpectraLink depends on the continued service and availability of
skilled personnel, including technical, marketing and staff positions.
Experienced personnel in the information technology industry are in
high demand and competition for their talents is intense. There can
be no assurance that SpectraLink will be able to successfully retain
and attract the key personnel it needs. Many of SpectraLinks key
personnel receive a total compensation package that includes stock
options and other equity awards. New regulations, volatility in the
stock market and other factors could diminish the value of
SpectraLinks equity awards, putting SpectraLink at a competitive
disadvantage or forcing SpectraLink to use more cash compensation.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| 
| |  | The historic volatility of SpectraLinks stock price, which may
make it more difficult to resell shares at prices attractive to
sellers.The market price of SpectraLinks common stock has been
volatile and is likely to remain subject to wide fluctuations in the
future. For example, during the 12 month period ended September 30,
2002, the trading close price of SpectraLinks common stock has ranged
from a high of $18.20 per share to a low of $5.10 per share. Many
factors could cause the market price of SpectraLinks common stock to
fluctuate, including:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    



| |  |  | variations in SpectraLinks actual or anticipated
quarterly or annual results;                                    
| | - |  | ------------------------------------------------------------------------------------------------------------------
| |  |  | market conditions in SpectraLinks industry, the
industries of SpectraLinks customers and the economy as a whole;

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| |  |  | announcements of technological innovations by
SpectraLink or by its competitors;                                     
| | - |  | ---------------------------------------------------------------------------------------------------------------------
| |  |  | introduction of new products or product enhancements or
new pricing policies by SpectraLink or by its competitors;   
| |  |  | acquisitions or strategic alliances by SpectraLink or by its competitors;                                            
| |  |  | recruitment or departure of key personnel;                                                                           
| |  |  | the gain or loss of significant orders;                                                                              
| |  |  | changes in the market valuations of other telecommunications companies;                                              
| |  |  | the amount of liquid financial resources available to us;                                                            
| |  |  | the gain or loss of significant customers; and                                                                       
| |  |  | changes in the estimates of SpectraLinks operating
performance or changes in recommendations by securities analysts.



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | In addition, the stock market in general, and the market for
technology-related stocks in particular, has experienced a decline since
2000, and could decline further, which could cause the market price of
SpectraLinks common stock to fall for reasons not necessarily related
to SpectraLinks business, results of operations or financial condition.
The market price of SpectraLinks stock also might decline in reaction
to events that affect other companies in SpectraLinks industry even if
these events do not directly affect SpectraLink. Accordingly, you may
not be able to resell your shares of common stock at or above the price
you paid. Securities class action litigation is often brought against a
company following a period of volatility in the market price of its
securities, and SpectraLink has recently been sued in several purported
securities class action lawsuits. Further, certain of SpectraLinks
management and directors have also been sued in purported shareholder
derivative actions. Although SpectraLink believes that the lawsuits
lack merit, due to inherent uncertainties in litigation, SpectraLink
cannot accurately predict the outcome of this litigation. An adverse
determination could have a significant effect upon SpectraLinks
business and materially affect the price of its stock. Moreover,
regardless of the ultimate result, it is likely that the lawsuits will
require SpectraLink to incur expenses and divert managements attention
and resources from other matters, which could also adversely affect
SpectraLinks business and the price of its stock.



| |  | SpectraLinks reliance on a limited number of significant
customers.A portion of SpectraLinks revenue has been derived from a
limited number of customers. Sales to one customer represented
approximately 11.4% of SpectraLinks revenue during the three months
ended September 30, 2002. Further, sales to one customer represented
approximately 12% of SpectraLinks revenue during each of 2001 and
2000. SpectraLink also has experienced quarter-to-quarter variability
in sales to each of its major customers and expects this pattern to
continue in the future.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| 
| |  | Changes in rules and regulations of the FCC.The wireless
communications industry, regulated by the Federal Communications
Commission (FCC), is subject to changing political, economic, and
regulatory influences. Regulatory changes, including changes in the
allocation of available frequency spectrum, could significantly impact
SpectraLinks operations.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| 
| |  | SpectraLinks ability to protect its intellectual property
rights.SpectraLinks future success depends, in part, upon its
proprietary technology. SpectraLink relies on a combination of
patent, copyright, trade secret and trademark laws, confidentiality
procedures, and nondisclosure and other contractual provisions to
protect its proprietary rights. These legal protections provide only
limited protection and may be time consuming and expensive to obtain
and enforce. There can be no assurance that SpectraLinks pending
patent applications will be allowed or that the issued or pending
patents will not be challenged or circumvented by competitors or
provide meaningful protection against competition. If challenged,
SpectraLinks patents might not be upheld or their claims could be
narrowed. If SpectraLink fails to protect its proprietary rights
adequately, SpectraLinks competitors might gain access to
SpectraLinks technology. As a result, SpectraLinks competitors might
offer similar products and SpectraLink might not be able to compete
successfully in its market. Moreover, despite SpectraLinks efforts to
protect its proprietary rights, unauthorized parties may copy aspects
of SpectraLinks products and obtain and use information that
SpectraLink regards as proprietary. Also, SpectraLinks competitors
may independently develop similar, but not infringing, technology,
duplicate SpectraLinks products, or design around SpectraLinks
patents or its other intellectual property. In addition, other parties
may breach confidentiality agreements or other protective contracts
with SpectraLink, and SpectraLink may not be able to enforce its
rights in the event of these breaches. Furthermore, SpectraLink
expects that it will increase its international operations in the
future, and the laws of many foreign countries do not protect
SpectraLinks intellectual property rights to the same extent as the
laws of the United States. SpectraLink

18



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##### Table of Contents





| |                                                                                                                                                                                                                                                                
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | may be required to spend significant resources to monitor and protect
its intellectual property rights. Any litigation surrounding
SpectraLinks rights could force SpectraLink to divert important
financial and other resources from its business operations.



| |  | The assertion of intellectual property infringement claims
against SpectraLink.SpectraLinks industry is characterized by the
existence of a large number of patents and frequent claims and related
litigation regarding patent and other intellectual property rights.
SpectraLink cannot be certain that its products do not and will not
infringe upon issued patents, patents to be issued in the future, or
other intellectual property rights of others. SpectraLink may in the
future be notified that it is infringing upon certain patent and/or
other intellectual property rights of others. Although there are no
such pending lawsuits against SpectraLink or unresolved notices that
SpectraLink is infringing upon intellectual property rights of others,
there can be no assurance that infringement claims will not occur in
the future. From time to time, third parties may assert exclusive
patent, copyright, trademark and other intellectual property rights to
technologies and related methods that are important to SpectraLink.
Litigation may be necessary in the future to defend against claims of
infringement or invalidity, to determine the validity and scope of the
proprietary rights of others, to enforce SpectraLinks intellectual
property rights, or to protect SpectraLinks trade secrets.
SpectraLink may also be subject to claims from customers for
indemnification. Any resulting litigation, regardless of its
resolution, could result in substantial costs and diversion of
resources. If it were determined that SpectraLinks products infringe
upon the intellectual property rights of others, SpectraLink would
need to obtain licenses from these parties or reengineer its products
in order to avoid infringement. SpectraLink might not be able to
obtain the necessary licenses on acceptable terms or at all, or to
reengineer its products successfully. Moreover, if SpectraLink is
sued for infringement and loses the suit, it could be required to pay
substantial damages or be enjoined from licensing or using the
infringing products or technology. Any of the foregoing could cause
SpectraLink to incur significant costs and prevent it from selling its
products.
|- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| 
| |  | SpectraLinks reliance on its 802.11 technology partners to
continue to provide the wireless local area network for SpectraLinks
NetLink product, and to provide access points which support
SpectraLink Voice Priority.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| 
| |  | The certification and approval process for SpectraLinks NetLink
product for use in countries that support the 802.11 standard.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| 
| |  | Potential fluctuations in SpectraLinks future operating results.
SpectraLink has experienced, and may in the future continue to
experience, significant quarterly fluctuations in revenue, gross
margins and operating results due to numerous factors, some of which
are outside SpectraLinks control. These factors include:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 



| |  |  | fluctuating market demand for, and declines in the
average selling prices of, SpectraLinks products;
| | - |  | -----------------------------------------------------------------------------------------------------
| |  |  | the timing of and delay of significant orders from customers; and                                    
| |  |  | seasonality in demand within SpectraLinks various sectors.                                          



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Historically, SpectraLink has not operated with a significant order
backlog and a substantial portion of SpectraLinks revenue in any
quarter has been derived from orders booked and shipped in that quarter.
Accordingly, SpectraLinks revenue expectations are based almost
entirely on its internal estimates of future demand and not on firm
customer orders. Planned expense levels are relatively fixed in the
short term and are based in large part on these estimates, and if orders
and revenue do not meet expectations, SpectraLinks operating results
could be materially adversely affected.

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Item 4.   Controls and Procedures.

Evaluation of Disclosure Controls and Procedures.Regulations under the
Securities Exchange Act of 1934 require public companies to maintain
disclosure controls and procedures, which are defined to mean a companys
controls and other procedures that are designed to ensure that information
required to be disclosed in the reports that it files or submits under the
Securities Exchange Act of 1934 is recorded, processed, summarized and
reported, within the time periods specified in the Commissions rules and
forms. SpectraLinks chief executive officer and chief financial officer,
based on their evaluation of SpectraLinks disclosure controls and procedures
within 90 days before the filing date of this report, concluded that
SpectraLinks disclosure controls and procedures were effective for this
purpose.

Changes in Internal Controls.There were no significant changes in
SpectraLinks internal controls or, to SpectraLinks knowledge, in other
factors that could significantly affect these controls subsequent to the date
of their evaluation.

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|        |  |                  
|------- |  | -----------------
|Part II |  | Other Information
|Item 1  |  | Legal Proceedings

SpectraLink and certain of its officers and directors have been named as
defendants in four lawsuits filed between February 7, 2002, and February 21,
2002, three of which have been filed in the United States District Court for
the District of Colorado and one of which has been filed in the Colorado
District Court for the City and County of Denver. The cases are designated as
follows: Wilmer Kerns, Individually And On Behalf of All Others Similarly
Situated, Plaintiff, vs. SpectraLink Corporation, Bruce Holland and Nancy K.
Hamilton, Defendants (United States District Court Civil Action Number
02-D-0263) (the Kerns Action); Danilo Martin Molieri, Individually and On
Behalf of All Others Similarly Situated, Plaintiff, v. SpectraLink Corporation,
Bruce Holland and Nancy K. Hamilton, Defendants (United States District Court
Civil Action Number 02-D-0315) (the Molieri Action); Evie Elennis,
derivatively on behalf of SpectraLink Corporation, Plaintiff(s), v. Bruce M.
Holland, Anthony V. Carollo, Jr., Gary L. Bliss, Michael P. Cronin, Nancy K.
Hamilton and John H. Elms, Defendant(s), and SpectraLink Corporation, Nominal
Defendant (United States District Court Civil Action Number 02-D-0345) (the
Federal Derivative Action); and Roger Humphreys, Derivatively on Behalf of
Nominal Defendant SpectraLink Corporation, Plaintiff, v. Carl D. Carman,
Anthony V. Carollo, Jr., Bruce M. Holland, Burton J. McMurtry, Gary L. Bliss,
Michael P. Cronin, John H. Elms, and Nancy K. Hamilton, Defendants (Colorado
District Court Case No. 02CV1687) (the State Derivative Action). In the
Kerns and Molieri Actions, plaintiffs, who purport to be purchasers or holders
of SpectraLink common stock, seek to assert claims on behalf of a class of
persons who purchased securities in SpectraLink between July 19, 2001, and
January 11, 2002. The plaintiffs in the Federal and State Derivative Actions
purport to bring their claims derivatively on behalf of SpectraLink.

These cases arise out of a press release issued by SpectraLink on January
14, 2002, announcing preliminary financial results for the fourth quarter of
2001 and revising downward its estimates for year 2002 results of operations.
The Kerns and Molieri Actions contain essentially identical claims alleging
that SpectraLink and certain of its officers and directors violated the United
States securities laws, specifically Sections 10(b) and 20(a) and Rule 10b-5
under the Securities Exchange Act of 1934, as a result of alleged public
misstatements and omissions, and cite to certain insider sales of SpectraLink
stock prior to the January 14, 2002, press release. In the cases brought as
derivative actions, the plaintiffs allege that the officers and directors of
SpectraLink violated fiduciary duties owed to SpectraLink and its stockholders
under state laws by allowing and/or facilitating the issuance of these same
alleged public misstatements and omissions, misappropriating nonpublic
information for their own benefit, making insider stock sales, wasting
corporate assets, abusing their positions of control, and mismanaging the
corporation. The plaintiffs in these derivative cases allege that SpectraLink
has and will continue to suffer injury as a result of these alleged violations
of duty for which the officers and directors should be held liable.

At the request of the plaintiffs in the Kerns and Molieri cases, the Court
consolidated those two actions, and appointed Landon Hendricks and Derek P. Poh
as lead plaintiffs. The plaintiffs in the consolidated action filed a
consolidated amended complaint on September 18, 2002. SpectraLink intends to
move to dismiss the consolidated amended complaint on or before November 1,
2002.

The defendants in the Federal and State Derivative Actions filed motions
to dismiss. In the Federal Action, the plaintiff stipulated to and the Court
then ordered a stay of discovery and a stay of motion practice pending
resolution of the anticipated motion to dismiss the consolidated amended
complaint in the consolidated action described above. In the State Derivative
Action, the plaintiff also agreed to a stay of discovery and a stay of motion
practice pending resolution of the anticipated motion to dismiss, and the
stipulation has been submitted to the state court for approval.

It is possible that additional lawsuits may be filed alleging similar
claims, and that any such additional lawsuits arising out of the same operative
facts and circumstances would also be consolidated. Unless circumstances
warrant, SpectraLink does not intend to report the filing of additional
lawsuits based on the same operative facts and circumstances.

SpectraLink believes that the lawsuits are without merit and it intends to
vigorously defend both itself and its officers and directors, with whom
SpectraLink shares common interests and defenses. However, no assurance can be
given that SpectraLink will be successful in defending the claims being
asserted in these suits. If SpectraLink is not successful in its defense of
these suits, it could be required to make significant payments to its
stockholders and/or their lawyers, which could have a material adverse effect
on SpectraLinks business, financial condition, and results of operations. In
addition, the litigation could result in substantial costs and divert
managements attention and resources. In the particular case of the Federal
and State Derivative Actions, a finding of liability on the part of all or some
of the defendant officers and directors could ultimately result in the
interests of SpectraLink becoming adverse to those officers and directors. In
either case, SpectraLinks business could be adversely affected, even if the

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plaintiffs are ultimately not successful in the prosecution of their claims
against SpectraLink and/or its officers and directors.

SpectraLink is not presently a party to any other material pending legal
proceedings of which it is aware.










Item 6    Exhibits and Reports on Form 8-K



| |                                                                                                                                                                                                                                                 
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (a)   Exhibits                                                                                                                                                                                                                                  
| | No exhibits are filed with this Report. Exhibits filed with
SpectraLinks 2001 Form 10-K constitute those currently required to
be on file. The reader should refer to the 2001 Form 10-K under
Part III, Item 14, for a list of those exhibits.



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (b)   Reports on Form 8-K                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | SpectraLink filed four Current Reports on Form 8-K during the
fiscal quarter ended September 30, 2002. The first filing, dated
July 17, 2002, reported information under Item 9 Regulation FD
Disclosure concerning its update of calendar year 2002 revenue and
earnings projections. The second filing, dated July 26, 2002,
reported information under Item 5 Other Events concerning the
structured stock sales plans under Rule 10b5-1 (c) of the
Securities Exchange Act of 1934, for Bruce Holland, President and
Chief Executive Officer of SpectraLink Corporation, having been
terminated. The third filing, dated July 30, 2002, under Item 4
Changes in Registrants Certifying Accountant reported
SpectraLink Corporations termination of its relationship with
Arthur Andersen LLP and its independent public accountants, and
engaged the services of KPMG LLP as the new independent accountants
for SpectraLink and its subsidiary, SpectraLink International
Corporation, for fiscal year ending December 31, 2002. The fourth
filing, dated August 13, 2002, under Item 9 Regulation FD
Disclosure reported that SpectraLink Corporation provided the
Securities and Exchange Commission the certifications pursuant to
18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.

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##### Table of Contents






SPECTRALINK CORPORATION
SIGNATURES

In accordance with the requirements of the Securities Exchange Act of
1934, as amended, the Registrant caused this report to be signed on its behalf
by the undersigned, thereunto duly authorized.

|                         |  |                           |  |                                                                                              
|------------------------ |  | ------------------------- |  | ---------------------------------------------------------------------------------------------
|                         |  |                           |  | SPECTRALINK CORPORATION                                                                      
|                        
|Date:  November
13, 2002 |  | By: /s/ Nancy K. Hamilton
|                         |  |                           |  | Nancy K. Hamilton,
Principal Financial and Accounting Officer
and on behalf of the Registrant

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##### Table of Contents






CERTIFICATIONS

I, Bruce M. Holland, certify that:



|   |                                                                                                                                                                                                                                                                                                                               
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|1. | I have reviewed this quarterly report on Form 10-Q of SpectraLink
Corporation;                                                                                                                                                                                                                                                
|  
|2. | Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this quarterly report;
|  
|3. | Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all
material respects the financial condition, results of operations and cash
flows of SpectraLink Corporation as of, and for, the periods presented in
this quarterly report;          
|  
|4. | SpectraLink Corporations other certifying officers and I are responsible
for establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-14 and 15d-14) for SpectraLink
Corporation and we have:                                                                                   



| |    |                                                                                                                                                                                                                                                                                                       
| | -- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | a) | designed such disclosure controls and procedures to ensure that
material information relating to SpectraLink Corporation, including its
consolidated subsidiary, is made known to us by others within those
entities, particularly during the period in which this quarterly report
is being prepared;



| |    |                                                                                                                                                                                                       
| | -- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | b) | evaluated the effectiveness of SpectraLink Corporations disclosure
controls and procedures as of a date within 90 days prior to the filing
date of this quarterly report (the Evaluation Date); and



| |    |                                                                                                                                                                        
| | -- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | c) | presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;



|   |                                                                                                                                                                                                                                                                              
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|5. | SpectraLink Corporations other certifying officers and I have disclosed,
based on our most recent evaluation, to SpectraLink Corporations auditors
and the audit committee of SpectraLink Corporations board of directors
(or persons performing the equivalent function):



| |    |                                                                                                                                                                                                                                                                                                                 
| | -- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | a) | all significant deficiencies in the design or operation of internal
controls which could adversely affect SpectraLink Corporations ability
to record, process, summarize and report financial data and have
identified for SpectraLink Corporations auditors any material
weaknesses in internal controls; and



| |    |                                                                                                                                                                
| | -- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------
| | b) | any fraud, whether or not material, that involves management or
other employees who have a significant role in SpectraLink
Corporations internal controls; and



|   |                                                                                                                                                                                                                                                                                                                                                                                                   
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|6. | SpectraLink Corporations other certifying officers and I have indicated
in this quarterly report whether or not there were significant changes in
internal controls or in other factors that could significantly affect
internal controls subsequent to the date of our most recent evaluation,
including any corrective actions with regard to significant deficiencies
and material weaknesses.

November 13, 2002

/s/    BRUCE M. HOLLAND
By:   President and Chief Executive Officer

24



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##### Table of Contents



I, Nancy K. Hamilton, certify that:



|   |                                                                                                                                                                                                                                                                                                                               
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|1. | I have reviewed this quarterly report on Form 10-Q of SpectraLink
Corporation;                                                                                                                                                                                                                                                
|  
|2. | Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this quarterly report;
|  
|3. | Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all
material respects the financial condition, results of operations and cash
flows of SpectraLink Corporation as of, and for, the periods presented in
this quarterly report;          
|  
|4. | SpectraLink Corporations other certifying officers and I are responsible
for establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-14 and 15d-14) for SpectraLink
Corporation and we have:                                                                                   



| |    |                                                                                                                                                                                                                                                                                                       
| | -- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | a) | designed such disclosure controls and procedures to ensure that
material information relating to SpectraLink Corporation, including its
consolidated subsidiary, is made known to us by others within those
entities, particularly during the period in which this quarterly report
is being prepared;
|
| | b) | evaluated the effectiveness of SpectraLink Corporations disclosure
controls and procedures as of a date within 90 days prior to the filing
date of this quarterly report (the Evaluation Date); and                                                                                                
|
| | c) | presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;                                                                                                                               



|   |                                                                                                                                                                                                                                                                              
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|5. | SpectraLink Corporations other certifying officers and I have
disclosed, based on our most recent evaluation, to SpectraLink
Corporations auditors and the audit committee of SpectraLink
Corporations board of directors (or persons performing the equivalent
function):



| |    |                                                                                                                                                                                                                                                                                                                 
| | -- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | a) | all significant deficiencies in the design or operation of internal
controls which could adversely affect SpectraLink Corporations ability
to record, process, summarize and report financial data and have
identified for SpectraLink Corporations auditors any material
weaknesses in internal controls; and



| |    |                                                                                                                                                                
| | -- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------
| | b) | any fraud, whether or not material, that involves management or
other employees who have a significant role in SpectraLink
Corporations internal controls; and



|   |                                                                                                                                                                                                                                                                                                                                                                                                   
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|6. | SpectraLink Corporations other certifying officers and I have indicated
in this quarterly report whether or not there were significant changes in
internal controls or in other factors that could significantly affect
internal controls subsequent to the date of our most recent evaluation,
including any corrective actions with regard to significant deficiencies
and material weaknesses.

November 13, 2002

/s/   NANCY K. HAMILTON
By:   Vice President of Finance and Administration, and Chief Financial Officer

25