EXHIBIT 4.12

                     NONQUALIFIED STOCK OPTION AGREEMENT


           THIS AGREEMENT,  dated as  of February  28, 1997,  by and  between

 Telular Corporation,  a Delaware  corporation  (the "Company"),  having  its

 principal place of business  at Buffalo Grove, Illinois,  and Larry J.  Ford

 (the "Grantee").

           WHEREAS, the Grantee is a Director of the Company; and

           WHEREAS,  the  Company's  Board  of  Directors  has  approved  the

 granting to the  Grantee of a  Nonqualified Stock Option  (the "Option")  to

 purchase shares of common  stock, par value $.01  per share, of the  Company

 (the "Shares") and the Company desires  to evidence the grant of the  Option

 and to memorialize the terms and conditions of the Option;

           NOW, THEREFORE, in consideration of  the foregoing and the  mutual

 covenants set  forth herein,  the parties  hereto, intending  to be  legally

 bound, hereby agree as follows.

      1.   Grant of Option.  The Company  grants to the Grantee an option  to

 purchase up to 20,000  Shares, subject to the  terms and conditions of  this

 Nonqualified Stock Option  Agreement (the "Agreement").   This Agreement  is

 not intended to evidence the grant  of an Incentive Stock Option within  the

 meaning of Section 422 of the Code.

      2.   Grant Date.  The date of grant of the Option is February 28, 1997

 (the Grant Date")

      3.   Option Exercise Price.  The purchase price for each Share  subject

 to the Option shall be $6.250 (the "Option Exercise Price").

      4.   Option Term.

           (a) Subject to  this Section  4 and  Section 5  below, the  Option

 shall  become exercisable with  respect to  one-eighth (1/8)  of the  shares

 covered by the Option on March 1, 1997, with respect to one-eighth (1/8)  of

 the  Shares covered by  the Option  on June 1,  1997, with  respect to  one-

 eighth (1/8) of the  Shares covered by the Option on September 1, 1997,  and

 with  respect to one-eighth  (1/8) of the  Shares covered by  the Option  on

 December 1, 1997, with respect to one-eighth (1/8) of the Shares covered  by

 the Option on March 1, 1998, with respect to one-eighth (1/8) of the  Shares

 covered by the Option on June 1, 1998, and with respect to one-eighth  (1/8)

 of the Shares covered  by the Option on September 1, 1998, and with  respect

 to  one-eighth (1/8) of  the Shares  covered by  the Option  on December  1,

 1998.    The Grantee may purchase at any  time less than the full number  of

 Shares for which the Option is then exercisable.

      (b)  The  Option   shall   terminate,   and   shall   no   longer    be

 exercisable, six  years after the  Grant Date (if  not sooner in  accordance

 with other provisions hereof).

      (c) Except as provided in subsection (d) and only if the Option has not

 been terminated on or prior to a Change in Control, upon a Change in Control

 the Option shall become exercisable with  respect to 50% of any Shares  with

 respect to which  the Option was  not exercisable immediately  prior to  the

 Change in Control.

      (d) If a Change in Control occurs prior to the expiration of six months

 following the date of grant of the Option  and the Grantee is a director  or

 officer (within the meaning of Section 16  of the 1934 Act) of the  Company,

 the Option shall not become exercisable with respect to any Shares upon  the

 Change in Control but  shall become exercisable with  respect to the  Shares

 specified in subsection (c) the day  after the expiration of such  six-month

 waiting period unless the Option has terminated on or prior to the Change in

 Control.

      (e) If the Grantee's Directorship with  the Company terminates after  a

 Change in  Control but  before the  Option becomes  exercisable pursuant  to

 subsection (d), the Option shall nonetheless become exercisable as  provided

 in subsection (d), shall  remain exercisable for  sixty days thereafter  and

 shall then terminate.

      5.   Termination of Directorship.

        (a) Except  as  provided in  Section  4  above,  upon  the  Grantee's

 termination of  being a  Director  with the  Company,  the Option  shall  be

 canceled with  respect  to any  Shares  with respect  to  which it  was  not

 exercisable on the date of such termination.

        (b) Upon the  Grantee's  termination of  being  a Director  with  the

 Company because of death or Disability, the Option shall remain exercisable,

 to the extent then exercisable, until the earlier of:  (i) the expiration of

 six months following the  termination of Directorship; or  (ii) the term  of

 the Option and shall terminate thereafter.

        (c) Upon the  Grantee's  termination of  being  a Director  with  the

 Company for fraud,  misappropriation of Company  property, falsification  of

 reports to  the Company  or other  instances of  serious willful  misconduct

 related to the Grantee's  Director position ("Cause"),  the Option shall  be

 canceled immediately.

        (d) Upon  a  Grantee's termination  of  being  a  Director  with  the

 Company for any  reason other than  Cause, death or  Disability, the  Option

 shall remain exercisable, to the extent then exercisable, to the extent then

 exercisable, until the earlier of: (i) the expiration of 180 days  following

 the termination of Directorship;  or (ii) the term  of the Option and  shall

 terminate thereafter.

        (e) After the Grantee's  death, the Option may  be exercised only  by

 the  Grantee's  Beneficiary;  provided,  however,  that  if  the   Grantee's

 Beneficiary  dies  during  the   term  of  the   Option,  the  executor   or

 administrator of the Beneficiary's estate may  exercise the Option.  If  the

 Grantee and the Grantee's Beneficiary die in circumstances in which there is

 no sufficient evidence that the two have died otherwise than simultaneously,

 the Beneficiary shall be deemed to have predeceased the Grantee.

      4. Exercise and Withholding.

        (a) The Grantee  may exercise  the  Option in  respect of  Shares  by

 giving written notice thereof to the Company.  Such notice shall specify the

 number of Shares to  be purchased and shall  be accompanied by full  payment

 for the Shares to  be purchased and by  such agreement, statement, or  other

 evidence as the  Company may  require in order  to satisfy  itself that  the

 issuance of the  Shares being purchased  pursuant to such  exercise and  any

 subsequent resale thereof  will be in  compliance with  applicable laws  and

 regulations relating to the issuance and  sale of securities, including  the

 provisions of  the  Securities  Act  of  1933  and  regulations  promulgated

 thereunder.

        (b) Upon exercise  of the Option,  in whole or  in part, the  Company

 shall notify the Grantee of the amount of withholding tax, if any, that must

 be paid under federal,  state and/or local law  by reason of such  exercise.

 It shall be a condition to  the delivery of Shares hereunder that  provision

 satisfactory to the Company  shall have been made  for payment of any  taxes

 required  to  be  paid  or  withheld  pursuant  to  any  applicable  law  or

 regulations.  The Company  shall, to the extent  permitted by law, have  the

 right to deduct from any payment of any kind (whether or not related to this

 Agreement) otherwise  due to  the  Grantee any  such  taxes required  to  be

 withheld.

        (c) The  Grantee  may   pay  the  Option   Exercise  Price  and   any

 withholding obligation by money order,  cashier's check or certified  check.

 Any withholding tax obligation shall be valued at their Fair Market Value on

 the date of exercise.  The exercise of  the Option shall be deemed to  occur

 on the  date that  the notice  of exercise  and the  payment of  the  Option

 Exercise Price are received  by the Company, or  if such notice of  exercise

 and payment  are mailed  in  the United  States  and a  reputable  overnight

 delivery service has stamped its postmark thereon, then on the date of  such

 postmark.

        (d) As a  condition to receiving Shares  purchased upon exercise  of

 the Option, the Grantee shall satisfy in cash any debts owed to the  Company

 by the Grantee and to compensate the Company in cash for any losses suffered

 by the Company arising out of the Grantee's fraud.  If the Grantee fails  to

 fulfill these obligations, the Company may require the Grantee to return  to

 the Company all Shares received upon exercise of the Option.

        (e) As soon  as practicable  after each  exercise of  the Option  and

 compliance by the Grantee with all applicable conditions, the Company  shall

 mail or deliver or cause to  be mailed or delivered  to the Grantee a  stock

 certificate or certificates registered  in the name of  the Grantee for  the

 number of Shares  that the Grantee  shall be entitled  to receive upon  such

 exercise under the  provisions of  this Agreement.   At the  request of  the

 Grantee, the  stock  certificate  or  certificates  may  be  issued  in  the

 Grantee's name and the name of another person as joint tenants with right of

 survivorship.

      7.   Recapitalizations, etc.  If, prior to the Grantee's receipt of the

 shares of Telular stock, the Company effects a subdivision or  consolidation

 of interest,  stock split,  dividend or  distribution of  shares of  Telular

 stock or other securities of the Company, or other recapitalization, capital

 readjustment or reorganization, the shares of Telular stock subject to these

 Options under this Agreement  and the applicable  option exercise price  for

 such Option shall be adjusted as follows.

           (a) after each such  event the number of  shares of Telular  stock

 that the Grantee is entitled to receive  with respect to any Option will  be

 equal to the number of shares of  Telular stock that the Grantee would  hold

 by reason if (i) the exercise of such Option immediately prior to the record

 date for such event  and (ii) the effect  of such event  upon the shares  of

 Telular stock received  upon such  exercise, subject  to further  adjustment

 pursuant to the Section 8 for subsequent events if applicable; and

           (b) the applicable option exercise price shall be adjusted ratably

 in proportion to any adjustment in the number of shares of Telular stock  to

 be issued with respect to any Option.

      8.   Mergers, etc.  If one or  more corporations or partnerships  merge

 into the Company, or if the Company merges or consolidates with one or  more

 corporations or partnerships, the Company  shall cause the surviving  entity

 to assume  the Company's  obligations under  this Agreement,  and shares  of

 Telular stock  subject  to  these  Options  under  this  Agreement  and  the

 applicable option  exercise price  for such  Options  shall be  adjusted  as

 follows:

           (a) after each such event, the number and nature of securities  of

 the surviving entity that the Grantee is entitled to receive with respect to

 any Option will be equal  to the number and  nature of such securities  that

 the Grantee  would  hold  by reason  of  (i)  the exercise  of  such  Option

 immediately prior to the record date for  such event and (ii) the effect  of

 such event upon the securities to be received upon such exercise, subject to

 further  adjustment  pursuant  to  Section   7  for  subsequent  events   if

 applicable; and

           (b) the applicable Option exercise price shall be adjusted ratably

 in proportion to any adjustment in the number or nature of any securities to

 be issued with respect to any Option.

      9.   Status as Shareholder.  The Grantee  shall not for any purpose  be

 deemed to  be  a holder  of  any Shares  until  such Shares  are  issued  or

 delivered to the Grantee.

      10.  Choice of Law.   This Agreement shall be  governed by the laws  of

 the State of  Illinois, without  regard to  the conflict  of law  provisions

 thereof.  Any action to enforce or interpret this Agreement shall be triable

 only in courts whose situs is in Cook County, Illinois.

      11.  Representations and Warranties.

           (a) The Company represents and  warrants to the  Grantee that  the

 Option has been duly  and validly authorized and  issued by the Company  and

 that the Shares,  when issued  in accordance  herewith upon  payment of  the

 Option Exercise Price  specified herein, will  be duly  and validly  issued,

 fully paid and nonassessable.

           (b) The Grantee represents and warrants to the Company that he  is

 acquiring the  Option and  any  Shares pursuant  to  the Option  solely  for

 investment and without  a view to  distribution, and that  he is aware  that

 neither the Shares  nor the Option  has been registered  for sale under  the

 Securities Act of 1933  or any applicable  state law and  may not be  resold

 except pursuant  to an  effective registration  statement thereunder  or  an

 exemption from the registration requirements thereof.

      12.     Legend.  The Company may place on the certificates representing

      any Shares issued pursuant to the Option a legend indicating that  such

      Shares may not be resold except  pursuant to an effective  registration

      statement thereunder or an exemption from the registration requirements

      thereof.

      13.  Miscellaneous.

            (a)            This Agreement shall be binding upon and inure  to

      the  benefit  of  the  parties  hereto  and  their  respective   heirs,

      successors and assigns;  provided, however,  that the  Grantee may  not

      transfer the Option other  than by will  or the laws  of descent.   Any

      notices to be given hereunder shall be effective only if in writing and

      shall be  deemed  given  when  delivered in  person  or  when  sent  by

      reputable overnight delivery service to the following addresses:

           If to the Company:

                          Telular Corporation
                          920 Deerfield Parkway
                          Buffalo Grove, Illinois 60089
                          Attn: Chief Executive Officer





           If to the Grantee:

                          Larry J. Ford
                          _______________________
                          _______________________

 or to such other address as such party may indicate by notice to the  other.

 This Agreement may be executed in  any number of counterparts, all of  which

 shall constitute a single instrument.

           (b)  Whenever the word "Grantee" is used herein in a context where

 the provision  should  logically be  construed  to apply  to  the  Grantee's

 Beneficiary, the word "Grantee" shall be deemed to include such Beneficiary

           (c)  The  Option  shall  not  be  exercisable and no  certificates

 representing Shares subject  to the  Option shall  be delivered  if, at  any

 time, the Company determines, in its  discretion, that it is necessary as  a

 condition of,  or in  connection with,  such exercise  (or the  delivery  of

 Shares thereunder):

                (i)  to  satisfy   withholding  tax   or  other   withholding

                     liabilities;

                (ii) to effect the listing, registration or qualification  on

           any securities exchange,  or any  quotation system,  or under  any

           federal, state  or  local law,  of  any Company  Shares  otherwise

           deliverable in connection with such exercise; or

                (iii) to obtain the  consent or  approval of  any  regulatory

           body;   unless    such   withholding,    listing,    registration,

           qualification, compliance,  consent or  approval shall  have  been

           effected or obtained free of any conditions not acceptable to  the

           Company in its reasonable and good faith judgment.



           The Company shall act with all reasonable diligence to obtain  any

           such approval or consent  and to effect  compliance with any  such

           applicable  law,  regulation,  order,  withholding,  or   listing,

           registration or  qualification  requirement, and  the  Grantee  or

           other person entitled to exercise the Option shall take any action

           reasonably requested by the Company in such connection.



                IN WITNESS WHEREOF, the undersigned  have set their hands  as

           of the day and year first above written.


                          TELULAR CORPORATION


                          By:________________________________
                             Kenneth E. Millard
                             President & Chief Executive Officer


                          Grantee


                          ____________________________________