================================================================================

================================================================================

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

                                    FORM 10-Q

                                   (Mark one)

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
    EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED: MARCH 31, 2003
                                                         --------------

                                       OR

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
                              EXCHANGE ACT OF 1934
     FOR THE TRANSITION PERIOD  From _____________  to ________________

Commission file number 000-7336
                            RELM WIRELESS CORPORATION
             (Exact name of registrant as specified in its charter)

                    NEVADA                               59-3486297
         -------------------------------                 ----------
         (State of other jurisdiction of             (I.R.S. Employer
         incorporation or organization)              Identification No.)

                              7100 TECHNOLOGY DRIVE
                             WEST MELBOURNE, FLORIDA
                             -----------------------
                    (Address of principal executive offices)

                                      32904
                                      -----
                                   (Zip Code)

       REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (321) 984-1414


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 (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.

                           Yes [X]             No [ ]

Indicate by check mark whether the Registrant is an accelerated filer (as
defined in Rule 12b-2 of the Exchange Act).

                           Yes [ ]             No [X]

                 8,565,088 shares outstanding as of May 9, 2003
================================================================================

================================================================================
<PAGE>



                          PART I- FINANCIAL INFORMATION



ITEM 1. FINANCIAL STATEMENTS
        --------------------

                            RELM WIRELESS CORPORATION
                      CONDENSED CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
                        (IN THOUSANDS EXCEPT SHARE DATA)

                                                                              March 31   December 31
                                                                                2003         2002
                                                                             -----------------------
                                                                             (Unaudited) (See note 1)
<S>                                                                            <C>         <C>
ASSETS

Current assets:
         Cash and cash equivalents                                             $ 1,148     $ 1,631
         Trade accounts receivable (net of allowance for doubtful accounts
           of $68 as of March 31, 2003 and $69 as of December 31, 2002)          1,246         765
         Inventories, net                                                        7,474       7,862
         Notes receivable                                                           24          21
         Prepaid expenses and other current assets                                 301         289
                                                                               -------     -------
Total current assets                                                            10,193      10,568

Property, plant and equipment, net                                               1,677       1,792
Notes receivable, less current portion                                              37          41
Debt issuance costs, net                                                           299         341
Other assets                                                                       110         114
                                                                               -------     -------
Total assets                                                                   $12,316     $12,856
                                                                               =======     =======
</TABLE>


See notes to condensed consolidated financial statements.




                                       2
<PAGE>

ITEM 1. FINANCIAL STATEMENTS - CONTINUED
        --------------------------------

                            RELM WIRELESS CORPORATION
                      CONDENSED CONSOLIDATED BALANCE SHEETS
                        (IN THOUSANDS EXCEPT SHARE DATA)
<TABLE>
<CAPTION>

                                                                           March 31     December 31
                                                                             2003          2002
                                                                         --------------------------
                                                                         (Unaudited)   (See note 1)

<S>                                                                        <C>           <C>
LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities:
         Current maturities of long-term liabilities                       $  2,270      $  1,970
         Accounts payable                                                     1,630         2,127
         Accrued compensation and related taxes                                 515           466
         Accrued warranty expense                                               103           103
         Accrued expenses and other current liabilities                         142           168
                                                                           --------      --------
Total current liabilities                                                     4,660         4,834

Long-term debt                                                                3,150         3,150


Stockholders' equity:
         Preferred stock; $1.00 par value; 1,000,000 authorized shares
         none issued or outstanding                                            --            --
         Common stock; $.60 par value; 20,000,000 authorized shares:
         8,565,088 issued and outstanding  at March 31, 2003;
         8,540,088 issued and outstanding at December 31, 2002                5,138         5,123
         Additional paid-in capital                                          21,553        21,557
         Accumulated deficit                                                (22,185)      (21,808)
                                                                           --------      --------
Total stockholders' equity                                                    4,506         4,872
                                                                           --------      --------
Total liabilities and stockholders' equity                                 $ 12,316      $ 12,856
                                                                           ========      ========
</TABLE>

See notes to condensed consolidated financial statements.

                                       3
<PAGE>

ITEM 1. FINANCIAL STATEMENTS - CONTINUED
        --------------------------------

                            RELM WIRELESS CORPORATION
                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (UNAUDITED)
                      (IN THOUSANDS EXCEPT PER SHARE DATA)

                                                         THREE MONTHS ENDED
                                                     -------------------------
                                                       March 31     March 31
                                                         2003         2002
                                                     ------------ ------------
                                                     (see note 1) (see note 1)

Sales                                                  $ 3,596      $ 4,733
Expenses
      Cost of products                                   2,519        3,377
      Selling, general & administrative                  1,366        1,410
      Loss on notes receivable                            --            900
                                                       -------      -------
                                                         3,885        5,687
                                                       -------      -------

Operating loss                                            (289)        (954)
Other income (expense):
      Interest expense                                    (103)        (110)
      Other income                                          15           48
                                                       -------      -------
Net loss                                               $  (377)     $(1,016)
                                                       =======      =======


Loss per share-basic and diluted                         (0.04)       (0.18)
                                                       =======      =======

See notes to condensed consolidated financial statements.

                                       4
<PAGE>

 ITEM 1. FINANCIAL STATEMENTS - CONTINUED
         --------------------------------

                            RELM WIRELESS CORPORATION
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)
                                 (IN THOUSANDS)
<TABLE>
<CAPTION>

                                                                THREE MONTHS ENDED
                                                            -------------------------
                                                              March 31     March 31
                                                                2003         2002
                                                            ------------ ------------
                                                            (see note 1) (see note 1)
<S>                                                           <C>          <C>
Cash flows from operating activities
Net loss                                                      $  (377)     $(1,016)
Adjustments to reconcile net loss to net cash provided by
   (used in ) operating activities:
    Loss on Notes Receivable                                     --            900
   Allowance for doubtful accounts                                 (1)        --
   Inventories reserve                                           --            (32)
    Depreciation and amortization                                 167          215
    Change in current assets and liabilities:
      Accounts receivable                                        (480)       1,479
      Inventories                                                 388          952
      Accounts payable                                           (497)      (1,134)
     Other current assets                                          12           77
     Other current liabilities                                   --            (10)
                                                              -------      -------
Net cash provided by (used in) operating activities              (788)       1,431

Cash flows from investing activities
Purchases of property and equipment                                (6)         (24)
                                                              -------      -------
Net cash used in investing activities                              (6)         (24)

Cash flows from financing activities
Repayment of debt and capital lease obligations                  --             (8)
Net increase (decrease) in revolving credit lines                 300       (1,701)
Net proceeds from issuance of common stock                         11        1,776
                                                              -------      -------
Net cash provided by financing activities                         311           67

Increase (decrease) in cash and cash equivalents                 (483)       1,474
Cash and cash equivalents, beginning of period                  1,631          335

                                                              -------      -------
Cash and cash equivalents, end of period                      $ 1,148      $ 1,809
                                                              =======      =======

Supplemental disclosure
    Interest paid                                             $   103      $   110
                                                              =======      =======

See notes to condensed consolidated financial statements.

</TABLE>


                                       5
<PAGE>

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)
               (IN THOUSANDS EXCEPT SHARE DATA AND PER SHARE DATA)

     1.  CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

     The condensed consolidated balance sheet as of March 31, 2003, the
     condensed consolidated statements of operations for the three months ended
     March 31, 2003 and 2002 and the condensed consolidated statements of cash
     flows for the three months ended March 31, 2003 and 2002 have been prepared
     by RELM Wireless Corporation (the Company), without audit. In the opinion
     of management, all adjustments (which include normal recurring adjustments)
     necessary for a fair presentation have been made. The condensed
     consolidated balance sheet at December 31, 2002 has been derived from the
     audited consolidated financial statements at that date.

     Certain information and footnote disclosures normally included in financial
     statements prepared in accordance with accounting principles generally
     accepted in the United States of America have been condensed or omitted. It
     is suggested that these condensed consolidated financial statements be read
     in conjunction with the consolidated financial statements and notes thereto
     included in the Company's December 31, 2002 Annual Report to Stockholders.
     The results of operations for the three month period ended March 31, 2003
     are not necessarily indicative of the operating results for a full year.

     The Company maintains its records on a calendar year basis. The Company's
     first quarter normally ends on the Friday closest to the last day of the
     last month of such quarter, which was March 28, 2003 for the first quarter
     of fiscal 2003. The quarter began on January 1, 2003.

     2. SIGNIFICANT EVENTS AND TRANSACTIONS

     In March 2003, the Company's new VHF digital portable radio, the DPH, was
     approved by the Federal Communications Commission (FCC) for use in the
     United States. The DPH has been added to our contract with the U. S.
     General Services Administration (GSA), and is presently being evaluated by
     the U. S. Department of Interior for inclusion on its contract. The BK
     Radio-branded DPH is compliant with the Project 25 standard established by
     the Association of Public Safety Communication Officials (APCO). Project
     25, which establishes a standard for digital LMR devices to meet FCC
     requirements for more efficient use of radio spectrum, is being
     increasingly adopted by government and public safety, land mobile radio
     (LMR) users nationwide.


                                       6
<PAGE>


              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)
               (IN THOUSANDS EXCEPT SHARE DATA AND PER SHARE DATA)

     2. SIGNIFICANT EVENTS AND TRANSACTIONS-CONTINUED

     As of December 31, 2002 the Company was in violation of certain financial
     covenants in its revolving line of credit agreement. Accordingly, all
     amounts due under the agreement are classified as a current liability as of
     March 31, 2003. The lender has indicated its intention to continue lending
     to the Company under new terms and conditions, which will be included in a
     forbearance agreement. Although a definitive agreement has not yet been
     executed, the Company believes the agreement will have a term of 90 days
     and will increase the current interest rate by 2%. Also, the lender will
     likely charge a one-time fee of $20 for the forbearance agreement. The
     agreement will be reviewed for renewal at the end of its term. The Company
     is currently in discussions with other lenders to replace this revolving
     credit facility.

     3. ALLOWANCE ON TRADE RECEIVABLES

     The allowance for collection losses on trade receivables was $68 on gross
     trade receivables of $1,314 at March 31, 2003. This allowance is used to
     state trade receivables at a net realizable value or the amount that the
     Company estimates will be collected on the Company's gross receivables as
     of March 31, 2003. Because the amount that the Company will actually
     collect on the receivables outstanding as of March 31, 2003 cannot be known
     with certainty as of the effective date of this filing, the Company relies
     on prior experience. The Company's historical collection losses have been
     typically infrequent with write-offs of trade receivables being less than
     1% of sales. The Company's policy is to maintain a general allowance of
     approximately 2% to 5% of a gross trade receivable balance in order to
     allow for future collection losses that arise from customer accounts that
     do not indicate the inability to pay but turn out to have such an
     inability. Currently the Company's allowance on trade receivables is 5.18%
     of gross trade receivables. The Company also maintains a specific allowance
     for customer accounts that the Company knows may not be collectible due to
     reasons such as bankruptcy and other customer liquidity issues. The Company
     analyzes the trade receivable portfolio based on the age of each customer's
     invoice. In this way, the Company can identify those accounts that are more
     likely than not to have collection problems. The Company then reserves a
     portion or all of the customer's balance.



                                       7
<PAGE>




              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)
               (IN THOUSANDS EXCEPT SHARE DATA AND PER SHARE DATA)



     4. INVENTORIES

     The components of inventory, net of reserves totaling $2,602 at March 31,
     2003 and December 31, 2002, respectively, consist of the following:

                                       March 31                December 31
                                         2003                      2002
                                         ----                      ----

     Finished goods                     $4,632                    $4,948
     Work in process                       556                       507
     Raw materials                       2,286                     2,407
                                        ------                    ------
                                        $7,474                    $7,862
                                        ======                    ======


     The reserve for excess or obsolete inventory is used to state our
     inventories at the lower of cost or market. Because the amount that we will
     actually recover through sales of our inventory as of March 31, 2003 can
     not be known with certainty, we rely on past sales experience, future sales
     forecasts, and our strategic business plans. As of March 31, 2003, a
     portion of our inventory is in excess of optimal levels based upon
     historical sales volumes. Certain new product development has been
     completed and marketing programs implemented that have reduced this
     inventory during the three months ended March 31, 2003, and will continue
     to reduce it over the near term. No estimate can be made of a loss that is
     reasonably possible should the programs not be successful.


     5. STOCKHOLDERS' EQUITY

     The consolidated changes in stockholders' equity for the three months ended
     March 31, 2003 are as follows:
<TABLE>
<CAPTION>

                                                        Common Stock              Additional
                                             -------------------------------        Paid-In       Accumulated
                                                    Shares           Amount         Capital         Deficit        Total
                                             -----------------------------------------------------------------------------


<S>                 <C> <C>                       <C>                <C>            <C>            <C>             <C>
Balance at December 31, 2002                      8,540,088          $ 5,123        $21,557        $ (21,808)      $4,872


Common stock issued                                  25,000               15             (4)             --            11

Net loss                                                --               --             --              (377)        (377)

                                             -----------------------------------------------------------------------------
Balance at March 31, 2003                         8,565,088          $ 5,138        $21,553        $ (22,185)      $4,506
                                             =============================================================================
</TABLE>


                                       8
<PAGE>

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)
               (IN THOUSANDS EXCEPT SHARE DATA AND PER SHARE DATA)

     6.  EARNINGS (LOSS) PER SHARE

     The following table sets forth the computation of basic and diluted
earnings (loss) per share:
<TABLE>
<CAPTION>

                                                                                           THREE MONTHS ENDED
                                                                               -------------------------------------------

                                                                                   March 31                 March 31
                                                                                     2003                     2002
                                                                               ------------------      -------------------
<S>                                                                               <C>                     <C>
Numerator:
   Net loss  (numerator for basic and diluted earnings per share)                 $      (377)            $    (1,016)

Denominator:
   Denominator for basic and diluted earnings per share
   weighted average common shares outstanding                                       8,552,033               5,651,119

                                                                                  ===========             ===========
Basic and diluted earnings (loss) per share                                       $     (0.04)            $     (0.18)
                                                                                  ===========             ===========
</TABLE>



                                       9
<PAGE>

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)
               (IN THOUSANDS EXCEPT SHARE DATA AND PER SHARE DATA

     6.  EARNINGS (LOSS) PER SHARE-CONTINUED

     A total of 7,225,968 shares related to options, warrants, and convertible
     debt are not included in the computation of loss per share for the three
     ended March 31, 2003 because to do so would be anti-dilutive.


     7.  STOCK BASED COMPENSATION

     The Company has elected to continue to account for its stock-based
     compensation plans under Accounting Principles Board (APB) Opinion 25,
     "Accounting for Stock Issued to Employees" and related interpretations. No
     compensation cost is reflected in the Company's net income related to the
     stock option plans for the periods presented, as all options had an
     exercise price greater than or equal to the market value of the underlying
     common stock on the date of grant. Had the expense for the stock-based
     compensation been determined using the fair value based method defined in
     Financial Accounting Standard (FAS) 123, "Accounting for Stock-Based
     Compensation,& Financial Accounting Standard (FAS) 148, the Company's net
     loss and net loss per share would have been reduced to the pro forma
     amounts indicated below:
<TABLE>
<CAPTION>

                                                                         Three months ended
                                                                             March 31,
                                                                -------------------------------------
                                                                     2003                 2002
                                                                ---------------     -----------------
                                                                          (in thousands)
<S>                                                             <C>                 <C>
Net loss as reported                                            $         (377)     $         (1,016)

Deduct:  Total stock-based employee compensation
expense determined unfair value based method
for all awards, net of related tax effects                                (109)                 (112)
                                                                --------------       ---------------
Pro forma net loss                                              $         (486)      $        (1,128)
                                                                ==============       ===============

Basid and diluted loss per share:
         As reported                                            $         (.04)      $          (.18)
                                                                ==============       ===============
         Pro forma                                              $         (.06)      $          (.20)
                                                                ==============       ===============

</TABLE>

                                       10
<PAGE>

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)
               (IN THOUSANDS EXCEPT SHARE DATA AND PER SHARE DATA


     7.  STOCK BASED COMPENSATION-CONTINUED
     The fair value of each option grant is estimated on the date of grant using
     the Black-Scholes option-pricing model with the following weighted average
     assumptions used for grants in 2002 and 2003, respectively: risk-free
     interest rates of 3.53% and 4.76%; dividend yields of 0%; volatility
     factors of the expected market price of our Common Stock of 44.0% and
     96.7%; and a weighted-average expected life of the option of four years.

     These pro forma results may not be indicative of the future results for the
     full fiscal year due to potential grants vesting and other factors.

     8. RECENTLY ISSUED ACCOUNTING STANDARDS

     Statement 145 amends Statement of Financial Accounting Standards No. 13 to
     require that certain lease modifications that have economic effects similar
     to sale-leaseback transactions be accounted for in the same manner as
     sale-leaseback transactions. This amendment is consistent with the FASB's
     goal of requiring similar accounting treatment for transactions that have
     similar economic effects. Statement 145 also makes technical corrections to
     existing pronouncements. While those corrections are not substantive in
     nature, in some instances, they may change accounting practice. The Company
     has adopted the provisions of Statement 145 for fiscal 2002, which did not
     result in a material impact to its financial position.

     In July 2002, the FASB issued Statement of Financial Accounting Standards
     No. 146, "Accounting for Costs Associated with Exit or Disposal
     Activities," ("Statement 146"). Statement 146 addresses financial
     accounting and reporting for costs associated with exit or disposal
     activities and nullifies Emerging Issues Task Force ("EITF") Issue No.
     94-3, "Liability Recognition for Certain Employee Termination Benefits and
     Other Costs to Exit an Activity (including Certain Costs Incurred in a
     Restructuring)" ("Issue 94-3"). The principal difference between Statement
     146 and Issue 94-3 relates to Statement 146's requirements for recognition
     of a liability for a cost associated with an exit or disposal activity.
     Statement 146 requires that a liability for a cost associated with an exit
     or disposal activity be recognized when the liability is incurred. Under
     Issue 94-3, a liability for an exit cost as generally defined in Issue 94-3
     was recognized at the date of an entity's commitment to an exit plan. A
     fundamental conclusion reached by the FASB in this Statement is that an
     entity's commitment to a plan, by itself, does not create an obligation
     that meets the definition of a liability. Therefore, this Statement
     eliminates the definition and requirements for

                                       11
<PAGE>

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)
               (IN THOUSANDS EXCEPT SHARE DATA AND PER SHARE DATA)


     8.   RECENTLY ISSUED ACCOUNTING STANDARDS - CONTINUED

     recognition of exit costs in Issue 94-3. This Statement also establishes
     that fair value is the objective for initial measurement of the liability.
     The provisions of this Statement are effective for exit or disposal
     activities that are initiated after December 31, 2002. Statement 146 did
     not have a material impact on the Company's consolidated financial
     statements.

     In November 2002, the FASB issued Interpretation No. 45, Guarantor's
     Accounting and Disclosure Requirements for Guarantees, Including Indirect
     Guarantees of Indebtedness to Others, an interpretation of FASB Statements
     No. 5, 57, and 107 and a rescission of FASB Interpretation No. 34. This
     Interpretation elaborates on the disclosures to be made by a guarantor in
     its interim and annual financial statements about its obligations under
     guarantees issued. The Interpretation also clarifies that a guarantor is
     required to recognize, at inception of a guarantee, a liability for the
     fair value of the obligation undertaken. The initial recognition and
     measurement provisions of the Interpretation are applicable to guarantees
     issued or modified after December 31, 2002 and are not expected to have a
     material effect on the Company's consolidated financial statements.

     In December 2002, the FASB issued SFAS No. 148 "Accounting for Stock-Based
     Compensation, Transition and Disclosure, an amendment of FASB Statement No.
     123." SFAS No. 148 provides alternative methods of transition for an entity
     that voluntarily changes to the fair value based method of accounting for
     stock- based employee compensation. It also amends the disclosure
     provisions of SFAS No. 123 to require prominent disclosure about the
     effects on reported net income of an entity's accounting policy decisions
     with respect to stock-based employee compensation. Finally, this Statement
     amends APB Opinion No. 28, "Interim Financial Reporting," to require
     disclosure about those effects in the interim financial information. The
     amendments to SFAS No. 123 that provide alternative methods of transition
     for an entity that voluntarily changes to the fair value based method of
     accounting for stock-based employee compensation are effective for
     financial statements for fiscal years ending after December 15, 2002. The
     amendment to SFAS No. 123 relating to disclosure and the amendment to
     Opinion 28 is effective for financial reports containing condensed
     financial statements for interim periods beginning after December 15, 2002.
     Early application is encouraged. The adoption of SFAS 148 did not have a
     material impact on the consolidated financial statements.

     In January 2003, the FASB issued FASB Interpretation No. 46 (" FIN 46"),

                                       12
<PAGE>

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)
               (IN THOUSANDS EXCEPT SHARE DATA AND PER SHARE DATA)


     8.   RECENTLY ISSUED ACCOUNTING STANDARDS - CONTINUED

     "Consolidation of Variable Interest Entities." FIN 46 clarifies the
     application of Accounting Research Bulletin No. 51, "Consolidated Financial
     Statements," to certain entities in which equity investors do not have the
     characteristics of a controlling financial interest or do not have
     sufficient equity at risk for the entity to finance its activities without
     additional subordinated financial support from other parties. FIN 46
     applies immediately to variable interest entities ("VIE's") created after
     January 31, 2003, and to VIE's in which an enterprise obtains an interest
     after that date. It applies in the first fiscal year or interim period
     beginning after June 15, 2003, to VIE's in which an enterprise holds a
     variable interest that it acquired before February 1, 2003. FIN 46 applies
     to public enterprises as of the beginning of the applicable interim or
     annual period. The adoption of FIN 46 is not expected to have a material
     impact on the Company's consolidated financial position, liquidity, or
     results of operations.

     9.   CONTINGENT LIABILITIES

     From time to time, the Company may become liable with respect to pending
     and threatened litigation, tax, environmental and other matters.

     LEGAL PROCEEDINGS

     In 1993, a civil action was brought against the Company by a plaintiff to
     recover losses sustained on the note of a former affiliate totaling $1,700
     plus interest at 12% per annum The plaintiff alleged violations of federal
     security and other laws by the Company in collateral arrangements with the
     former affiliate. In February 1994, the liquidator of the former affiliate
     filed a complaint claiming that intentional and negligent conduct by the
     Company and others caused the former affiliate to suffer millions of
     dollars of losses leading to its ultimate failure. In response, the Company
     filed motions for summary judgment to dismiss these complaints. On
     September 12, 2002, the Court granted in significant part the motions for
     summary judgment filed by the Company and one of the Company's directors.
     As the result, the lone remaining claim seeks damages against the Company
     for non-payment of the note. The Company contends that this note was
     canceled and released for fair consideration in 1993 and that there is no
     basis in law or fact for the liquidator's claim. The Company is defending
     this matter vigorously.

     In June 1997, substantially all of the assets of a RELM
     specialty-manufacturing subsidiary were sold. The asset purchase agreement
     contains indemnification

                                       13
<PAGE>

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)
               (IN THOUSANDS EXCEPT SHARE DATA AND PER SHARE DATA)

     LEGAL PROCEEDINGS-CONTINUED

     provisions, which could result in liability for both parties. Presently,
     two indemnification claims are pending against the Company. Insurance
     coverage exists for these matters. Counsel for the Company's insurer is
     vigorously defending both claims. Counsel believes the Company has
     meritorious defenses and the likelihood of an unfavorable outcome in each
     of these actions is remote.

     On November 19, 2001, a products liability lawsuit was filed in the 353rd
     Judicial District Court of Travis County, Texas. On August 26, 2002, a
     products liability lawsuit was filed in the Probate Court of Galveston
     County, Texas. RELM Wireless Corporation, RELM Communications,
     Incorporated, and the purchaser of the assets of Company's former
     specialty-manufacturing subsidiary are named defendants in these lawsuits.
     The agreement under which the assets of the former subsidiary were sold
     contains indemnification provisions, which could result in liability for
     both parties. Counsel for the Company's insurer is vigorously defending
     both claims. Counsel believes the Company has meritorious defenses and the
     likelihood of an unfavorable outcome in each of these actions is remote.

     10.  NASDAQ COMMUNICATION

     On April 29, 2003 the Company was notified by Nasdaq Listing Qualifications
     that it has not regained compliance with the minimum $1.00 closing bid
     price per share requirement as set forth in marketplace rule 4310(c)(4).
     The Company is not eligible for an additional 90 calendar day compliance
     period because it does not meet the initial inclusion requirements of the
     Nasdaq SmallCap Market under Marketplace Rule 4310(c)(2)(A). Accordingly,
     the Company's securities were delisted from the Nasdaq SmallCap Market at
     the opening of business on May 8, 2003. The Company's securities became
     immediately eligible for quotation on the OTC Bulletin Board effective with
     the open of business on May 8, 2003. The OTC Bulletin Board symbol assigned
     to the Company is "RELM".



                                       14
<PAGE>


     ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
             RESULTS OF OPERATIONS
             ---------------------------------------------------------------

     RESULTS OF OPERATIONS

     The following table shows each item from the condensed consolidated
     statements of operations expressed as a percentage of sales:
<TABLE>
<CAPTION>


                                                           Percentage of Sales
                                                  ---------------------------------------
                                                            THREE MONTHS ENDED

                                                    March 31                 March 31
                                                      2003                     2002
                                                  -------------           ---------------

<S>                                                      <C>                       <C>
Sales                                                    100.0%                    100.0%
Cost of sales                                             70.0                      71.4
Gross Margin                                              30.0                      28.6
Selling, general and
  administrative expenses                                (38.0)                    (29.8)
Loss on Notes Receivable                                   --                      (19.0)
Interest expense                                          (2.9)                     (2.3)
Other income                                               0.4                       1.0
                                                  ------------            --------------
Net loss                                                 (10.5)%                   (21.5)%
                                                  ============            ==============
</TABLE>



     NET SALES

     Total sales for the three months ended March 31, 2003 decreased
     approximately $1.1 million (24.0%) to $3.6 million from $4.7 million for
     the same period of the prior year.

     Revenues for the three months ended March 31, 2003 for BK Radio-branded
     products, sold primarily to the government and public safety segment of the
     land mobile radio market decreased approximately $1.0 million (29.0%)
     compared to the same period last year primarily due to lighter demand from
     our principal customers in federal and state government agencies. However,
     revenues from these customers for the three months ended March 31, 2003
     increased by approximately $0.8 million (51.2%) compared to the immediately
     preceding three-month period ended December 31, 2002. This increase was
     mainly the result of higher sales orders from the U. S. Forest Service.

     Our first BK Radio-brand APCO Project 25 compliant digital portable radio,
     the DPH, was approved for sale by the Federal Communications Commission
     late in March 2003. The DPH offers important performance advantages
     compared to

                                       15
<PAGE>

     ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
             RESULTS OF OPERATIONS
             ---------------------------------------------------------------

     NET SALES-CONTINUED

     competitor's products, including a significantly lower price. The DPH has
     been added to our contract with the U. S. General Services Administration,
     and is presently being evaluated by the U. S. Department of Interior for
     inclusion on its contract. The product is being actively marketed to
     additional federal and state government agencies as well.

     Revenues for the three month period ended March 31, 2003 for the business
     and industrial market segment, served primarily by RELM and Uniden-brand
     products, decreased approximately $0.1 million (11.3%) compared to the same
     period last year. In this segment, increasing demand for our recently
     introduced RP-Series portable radios and our repeater products helped
     offset a decline in sales of our other portable and mobile radio products.
     The RP-Series is a full-featured, yet low-cost product line designed to
     compete effectively in the highly competitive business and industrial
     market. Although economic conditions remain weak in this segment compared
     to the same period last year, revenues for our RP-Series improved by
     approximately $0.5 million (64.1%) compared to the immediately preceding
     three-month period ended December 31, 2002.

     COST OF SALES AND GROSS MARGIN

     Cost of sales as a percentage of net sales for the three months ended March
     31, 2003 was 70.0% compared to 71.4% for the same period in the prior year.
     The improvement in cost of sales and gross margins reflects lower product
     costs driven by the implementation of strategic manufacturing
     relationships, some of which are off shore. It also reflects reductions in
     staffing and other manufacturing support costs at our operations in West
     Melbourne, Florida. Combined, these actions began impacting product costs
     in 2002. In 2003, having the benefit of a full year of manufacturing under
     our present structure, combined with new product revenues, we expect
     continued improvements in cost of sales and gross margins.

     We continuously evaluate new manufacturing alternatives to further reduce
     our product costs. We anticipate that the current relationships, or others
     that are comparable, will be available to us in the future.

     SELLING, GENERAL AND ADMINISTRATIVE EXPENSES

     Selling, general and administrative ("SG&A") expenses consist of marketing,
     sales, commissions, engineering, research and development, management
     information systems, accounting and headquarters expenses. For the three
     months ended March 31, 2003, SG&A expenses totaled approximately $1,366,314
     (38.0% of sales)

                                       16
<PAGE>

     ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
             RESULTS OF OPERATIONS
             ---------------------------------------------------------------

     SELLING, GENERAL AND ADMINISTRATIVE EXPENSES-CONTINUED

     compared to $1,410,000 (29.8% of sales) for the same period last year.

     We reduced staffing and expenses associated with certain headquarters
     functions and other administrative support functions, while maintaining our
     investment in the development of new products.

     LOSS ON NOTES RECEIVABLE

     In April 2002, we learned that the purchaser of the assets of the Company's
     former paper-manufacturing subsidiary, had ceased operations. Accordingly,
     the Company wrote-off the entire principal amount ($900,000) of the two
     promissory notes in the first quarter of fiscal year 2002.

     OPERATING LOSS

     The operating loss for the three months ended March 31, 2003 was
     approximately $289,000 compared to an operating loss of approximately
     $954,000 for the same period during the prior year, which included a
     non-recurring write-off of the entire principal amount ($900,000) of two
     promissory notes. Excluding this write-off, the operating loss during the
     prior year was approximately $54,000.

     INTEREST EXPENSE

     For the three months ended March 31, 2003 interest expense totaled $103,000
     (2.9% of sales) compared to $110,000 (2.3% of sales) for the same period
     during the prior year. This decrease is largely due to a lower rate of
     interest on our revolving line of credit compared to that of the same
     period last year. Additionally, during 2002 we satisfied the remaining
     capital lease obligations associated with certain computer equipment.

     INCOME TAXES

     No income tax provision was provided for the three months ended March 31,
     2003 or 2002. We have net operating loss carryforward benefits totaling
     approximately $35 million at March 31, 2003. We have evaluated our tax
     position in accordance with the requirements of SFAS No. 109, Accounting
     for Income Taxes, and do not believe that we have met the
     more-likely-than-not criteria for recognizing a deferred tax asset. As a
     result, we have provided valuation allowances against our net deferred tax
     assets.


                                       17
<PAGE>
     ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
             RESULTS OF OPERATIONS
             ---------------------------------------------------------------

     RECENT EVENTS

     COMPLETION AND INTRODUCTION OF APCO PROJECT 25-COMPLIANT DIGITAL PRODUCT

     In March 2003, the Company's new VHF digital portable radio, the DPH, was
     approved by the Federal Communications Commission (FCC) for use in the
     United States. The DPH has been added to our contract with the U. S.
     General Services Administration (GSA), and is presently being evaluated by
     the U. S. Department of Interior for inclusion on its contract. The BK
     Radio-branded DPH is compliant with the Project 25 standard established by
     the Association of Public Safety Communication Officials (APCO). Project
     25, which establishes a standard for digital LMR devices to meet FCC
     requirements for more efficient use of radio spectrum, is being
     increasingly adopted by government and public safety, land mobile radio
     (LMR) users nationwide.

     SIGNIFICANT CUSTOMERS

     Sales to the United States government represented approximately $1.5
     million (40.7%) of our total revenues for the three months ended March 31,
     2003 compared to $1.5 million (31.1%) for the same period last year. These
     sales were primarily to the United States Forest Service (USFS).

     In December 2002, we were awarded a new contract with terms similar to our
     previous contract with the United States Forest Service. The new contract
     continues to include the portable radios and repeaters that were on the
     previous contract. Additionally, it includes our GMH mobile radio that was
     not on the previous contract. The new contract is for one year with two
     additional option years.

     INFLATION AND CHANGING PRICES

     Inflation and changing prices for the three months ended March 31, 2003
     have contributed to increases in wages, facilities, and raw material costs.
     These inflationary effects were partially offset by increased prices to
     customers and reduced manufacturing costs associated with our initiatives
     to utilized low-cost contract manufacturers.

                                       18
<PAGE>

     ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
             RESULTS OF OPERATIONS
             ---------------------------------------------------------------

     LIQUIDITY AND CAPITAL RESOURCES

     Net cash provided by operating activities for the three months ended March
     31, 2003 decreased by $2,219,000 to ($788) compared to net cash provided by
     operating activities of $1,431,000 for the prior year. The decrease in cash
     provided from operations is attributable primarily to growth in trade
     receivables ($480,000) compared to a reduction in trade receivables
     ($1,479,000) for the prior year. Accounts receivable increased as revenues
     grew during the three months ended March 31, 2003 compared to the preceding
     quarter. Also, cash generated from the reduction of inventories ($388,000)
     was used to pay trade payables ($497,000). Additionally, in the first
     quarter of the prior year, operations included a $900,000 valuation reserve
     for a note receivable pertaining its former subsidiary, Fort Orange Paper
     Company, which was a non-cash item.

     Capital expenditures decreased by $18,000. Limited capital expenditures are
     planned for 2003. The current revolving line of credit contains
     restrictions on our capital expenditures. We believe that these
     restrictions will not impact the execution of our capital investment plans.
     We anticipate that capital expenditures will be funded through existing
     cash balances, operating cash flow and our revolving line of credit.

     Net cash provided by financing activities increased $244,000 to $311,000
     for the three months ended March 31, 2003, compared to $67,000 provided in
     the comparative period for the previous year. The increase was the result
     of additional borrowings from our revolving line of credit to fund
     operating requirements.

     We have a $3 million revolving line of credit with Fleet Business Credit.
     As of March 31, 2003, the amount outstanding on the line was approximately
     $2.3 million. The formula under the terms of the agreement supports a
     borrowing base of approximately $2.4 million, of which approximately $0.1
     million was available at March 31, 2003. As of December 31, 2002 we were in
     violation of certain financial covenants in the line of credit agreement.
     Accordingly, we have classified all amounts due under this agreement as
     current liabilities. The interest rate has been increased by 2%. The lender
     has indicated its intention to continue lending to us under new terms and
     conditions, which will be included in a forbearance agreement. This
     forbearance agreement is currently being negotiated. Although a definitive
     agreement has not been executed, we believe it will have a term of 90 days.
     Also, the lender will likely charge a one-time fee of $20,000 for the
     forbearance agreement. The agreement will be reviewed for renewal at the
     end of its term. We are currently seeking new financing arrangements.

     In their report on our consolidated financial statements for the year ended
     December


                                       19
<PAGE>

     ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
             RESULTS OF OPERATIONS
             ---------------------------------------------------------------

     LIQUIDITY AND CAPITAL RESOURCES-CONTINUED

     31, 2002, our independent auditors have included an explanatory paragraph
     that states "there is substantial doubt about the Company's ability to
     continue as a going concern". This paragraph was included primarily because
     we were in violation of certain financial covenants in our revolving line
     of credit agreement, and because we suffered a substantial net loss from
     operations. The violation of financial covenants is an event of default
     under our agreement with the lender. Although the lender may demand
     immediate payment of all amounts owed as a result of the default, such a
     demand has not been made. If the lender were to demand payment, we
     presently would not have sufficient resources to satisfy this obligation
     and continue with our normal ongoing business activities.

     We believe existing cash funds combined with funds generated from
     operations and our credit facility, assuming a satisfactory forbearance
     agreement, are sufficient to meet our current working capital requirements
     for the next twelve months. If sales volumes increase substantially,
     additional sources of working capital may be required to fulfill the
     demand.

     FORWARD-LOOKING STATEMENTS

     This report contains certain forward-looking statements within the meaning
     of the Private Securities Litigation Reform Act Of 1995 and is subject to
     the safe-harbor created by such act. These forward-looking statements
     concern the Company's operations, economic performance and financial
     condition and are based largely on the Company's beliefs and expectations.
     These statements involve known and unknown risks, uncertainties and other
     factors that may cause the actual results, performance or achievements of
     the Company, or industry results, to be materially different from any
     future results, performance or achievements expressed or implied by such
     forward- looking statements. Such factors and risks include, among others,
     the following: the factors described in the Company's filings with the
     Securities and Exchange Commission; general economic and business
     conditions; changes in customer preferences; competition; changes in
     technology; changes in business strategy; the indebtedness of the Company;
     quality of management, business abilities and judgment of the Company's
     personnel; and the availability, terms and deployment of capital.

     Certain of these factors and risks, as well as other risks and
     uncertainties are stated in more detail in the Company's Annual Report on
     Form 10-K. These forward-looking statements are made as of the date of this
     report, and the Company assumes no obligation to update the forward-looking
     statements or to update the reasons why actual results could differ from
     those projected in the forward-looking statements.


                                       20
<PAGE>

     ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
              ----------------------------------------------------------

     We are subject to the risk of fluctuating interest rates in the ordinary
     course of business for borrowings under our revolving line of credit. The
     lender presently charges interest at the 1.25% over the prime rate. As a
     result of defaults under the credit agreement, the lender has indicated
     their intent to increase the interest rate to 3.25% over the prime rate. No
     definitive agreement regarding the increase has yet been executed.

     The Company's primary exposure to market risk relates to changes in
     interest rates. The Company has both fixed and variable rate debt. The
     Company has $5.4 million of debt outstanding as of March 31, 2003, of which
     $3.1 million, or 57.4%, has been borrowed under subordinated convertible
     notes at a fixed rate of 8.0% with maturity on December 31, 2004. The
     Company also has $2.3 million of variable rate debt as of March 31, 2003.
     As these debt instruments mature, the Company typically refinances such
     debt at existing market interest rates which may be more or less than
     interest rates on the maturing debt. Changes in interest rates have
     different impacts on the fixed and variable rate portions of the Company's
     debt portfolio. A change in interest rates impacts the net market value of
     the Company's fixed rate debt, but has no impact on its interest incurred
     or cash flows. Interest rate changes on variable debt impacts the interest
     incurred and cash flows but does not impact the net market value of the
     debt instrument. Based on the variable rate debt of the Company as of March
     31, 2003, it is estimated that a 100 basis point increase in interest rates
     on the Company's revolving line of credit would result in an additional
     $23,000 in interest incurred per year on its line of credit. A 100 basis
     point decline would lower interest incurred by $23,000 per year.

     ITEM 4.  CONTROLS AND PROCEDURES
     --------------------------------


     Under the supervision and with the participation of our management,
     including our chief executive officer and chief financial officer, we
     evaluated the effectiveness of the design and operation of our disclosure
     controls and procedures, as such term is defined under Rule 13a-14( c )
     promulgated under the Securities Exchange Act of 1934, as amended, within
     the 90 day period prior to the filing date of this report. Based on this
     evaluation, the chief executive officer and the chief financial officer
     concluded that our disclosure controls and procedures were effective as of
     this date. There have been no significant changes in our internal controls
     or in other factors that could significantly affect these controls
     subsequent to the date of their last evaluation.


                                       21
<PAGE>

                           PART II - OTHER INFORMATION

     ITEM 1.  LEGAL PROCEEDINGS
              -----------------

     In 1993, a civil action was brought against us by a plaintiff to recover
     losses sustained on the note of a former affiliate totaling $1,700,000 plus
     interest at 12% per annum. The plaintiff alleged violations of federal
     security and other laws by us in collateral arrangements with the former
     affiliate. In February 1994, the liquidator of the former affiliate filed a
     complaint claiming that intentional and negligent conduct by us and others
     caused the former affiliate to suffer millions of dollars of losses leading
     to its ultimate failure. In response, we filed motions for summary judgment
     to dismiss these complaints. On September 12, 2002, the Court granted in
     significant part the motions for summary judgment filed by us and one of
     our directors. As the result, the lone remaining claim seeks damages
     against us for non-payment of the note. We contend that this note was
     canceled and released for fair consideration in 1993 and that there is no
     basis in law or fact for the liquidator's claim. The Company is defending
     this matter vigorously.

     In June 1997, substantially all of the assets of a RELM
     specialty-manufacturing subsidiary were sold. The asset purchase agreement
     contains indemnification provisions, which could result in liability for
     both parties. Presently, two indemnification claims are pending against the
     Company. Insurance coverage exists for these matters. Counsel for the
     Company's insurer is vigorously defending both claims. Counsel believes the
     Company has meritorious defenses and the likelihood of an unfavorable
     outcome in each of these actions is remote.

     On November 19, 2001, a products liability lawsuit was filed in the 353rd
     Judicial District Court of Travis County, Texas. On August 26, 2002, a
     products liability lawsuit was filed in the Probate Court of Galveston
     County, Texas. RELM Wireless Corporation, RELM Communications, Incorporated
     and the purchaser of the assets of our former specialty-manufacturing
     subsidiary are named defendants in these lawsuits. The agreement under
     which the assets of the former subsidiary were sold contains
     indemnification provisions, which could result in liability for both
     parties. Counsel for the Company's insurer is vigorously defending both
     claims. Counsel believes the Company has meritorious defenses and the
     likelihood of an unfavorable outcome in each of these actions is remote.

     ITEM 2.  CHANGES IN SECURITIES AND USE OF PROCEEDS.
              ------------------------------------------

     None


                                       22
<PAGE>

     ITEM 3.  DEFAULTS UPON SENIOR SECURITIES.
              --------------------------------

     As of December 31, 2002 the Company was in violation of certain financial
     covenants in its revolving line of credit agreement. Accordingly, all
     amounts due under the agreement are classified as a current liability at
     March 31, 2003. The lender has indicated its intention to continue lending
     to the Company under new terms and conditions, which will be included in a
     forbearance agreement. Although a definitive agreement has not yet been
     executed, the Company believes the agreement will have a term of 90 days
     and will increase the current interest rate by 2%. Also, the lender will
     likely charge a one-time fee of $20,000 for the forbearance agreement. The
     agreement will be reviewed for renewal at the end of its term. The Company
     is currently in discussions with other lenders to replace this revolving
     credit facility.

     ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
              ----------------------------------------------------

     The annual meeting of our shareholders was held on May 6, 2003. Of the
     8,565,088 shares of common stock outstanding and entitled to vote at the
     meeting, 6,026,791 shares were represented in person or by proxy. In
     addition, George N. Benjamin III succeeded Donald F. U. Goebert as chairman
     of the board.

     ELECTION OF DIRECTORS

     On the proposal to elect Donald F. U. Goebert, David. P. Storey, Buck
     Scott, Robert MacDonald, Ralph R. Whitney, James C. Gale, and George N.
     Benjamin III as directors until the 2003 Annual Meeting of Shareholders and
     until their successors are duly elected and qualified, the nominees for
     Director received the number of votes as set forth below:


                                               FOR            WITHHELD
                                               ---            --------

         Donald F. U. Goebert               6,021,805          4,986
         David P. Storey                    6,021,693          5,098
         Ralph R. Whitney                   6,021,805          4,986
         James C. Gale                      6,021,805          4,986
         George N. Benjamin III             6,021,805          4,986
         Randolph K. Piechocki              6,021,805          4,986


     RATIFICATION OF THE APPOINTMENT OF BDO SEIDMAN, LLP AS INDEPENDENT
     CERTIFIED PUBLIC ACCOUNTANTS

     On the proposal to ratify the appointment of BDO Seidman, LLP as the
     Company's independent auditors, 6,021,943 shares were voted for the
     proposal, 2,863 shares were voted against the proposal, and 1,985 shares
     abstained from the vote. The affirmative

                                       23
<PAGE>

     ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS-CONTINUED
              -------------------------------------------------------------

     vote of the holders of a majority of the total votes cast was required to
     approve this proposal. Based on the vote, the proposal was approved by the
     shareholders.


     ITEM 5.  OTHER INFORMATION
              -----------------

     On April 29, 2003 the Company was notified by Nasdaq Listing Qualifications
     that it has not regained compliance with the minimum $1.00 closing bid
     price per share requirement as set forth in marketplace rule 4310(c)(4).
     The Company is not eligible for an additional 90 calendar day compliance
     period because it does not meet the initial inclusion requirements of the
     Nasdaq SmallCap Market under Marketplace Rule 4310(c)(2)(A). Accordingly,
     the Company's securities were delisted from the Nasdaq SmallCap Market at
     the opening of business on May 8, 2003. The Company's securities became
     immediately eligible for quotation on the OTC Bulletin Board effective with
     the open of business on May 8, 2003. The OTC Bulletin Board symbol assigned
     to the Company is "RELM".


     ITEM 6.  EXHIBITS AND REPORTS FORM 8-K
              -----------------------------

     (a) The following documents are filed as part of this report:

         Exhibit 99.1  Certification Pursuant to 18 U.S.C Section 1350,
                       as Adopted Pursuant to Section 906 of the Sarbanes-Oxley
                       Act of 2002.

         Exhibit 99.2  Certification Pursuant to 18 U.S.C Section 1350,
                       as Adopted Pursuant to Section 906 of the Sarbanes-Oxley
                      Act of 2002.

     (b) Reports on Form 8-K during the fiscal quarter ended March 31, 2003.

         None


                                       24
<PAGE>


                                   SIGNATURES

     Pursuant to the requirements of Securities Exchange Act of 1934, the
     Registrant has duly caused this report to be signed on its behalf by the
     undersigned there unto duly authorized.

                                       RELM WIRELESS CORPORATION
                                       (The "Registrant")
     Date:  May 15, 2003

                                        By: /s/ W. P. Kelly
                                            -----------------------------------
                                            William P. Kelly
                                            Executive Vice President - Finance
                                            and Chief Financial Officer
                                            (Principal financial and accounting
                                            officer and duly authorized
                                            officer)


                                       25
<PAGE>


                                 CERTIFICATIONS

         I, David P. Storey, certify that:

         1. I have reviewed this quarterly report on Form 10-Q of RELM Wireless
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 the
registrant as of, and for, the periods presented in this quarterly report;

         4. The registrant'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 the registrant and we have;

                  a) designed such disclosure controls and procedures to ensure
         that material information relating to the registrant, including its
         consolidated subsidiaries, 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 the registrant'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 report our conclusions about the
         effectiveness of the disclosure controls and procedures based on our
         evaluation as of the Evaluation Date;

         5. The registrant's other certifying officers and I have disclosed,
based on our most recent evaluation, to the registrant's auditors and the audit
committee of registrant'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 the registrant' ability
         to record, process, summarize and report financial data and have
         identified for the registrant'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 the
         registrant's internal controls; and

         6. The registrant'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.

May 15, 2003

                                       /s/David P. Storey
                                       -----------------------------------------
                                       David P. Storey
                                       President and Chief Executive Officer



                                       26
<PAGE>


                                 CERTIFICATIONS

         I, William P. Kelly, certify that:

         1. I have reviewed this quarterly report on Form 10-Q of RELM Wireless
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 the
registrant as of, and for, the periods presented in this quarterly report;

         4. The registrant'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 the registrant and we have;

                  a) designed such disclosure controls and procedures to ensure
         that material information relating to the registrant, including its
         consolidated subsidiaries, 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 the registrant'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 report our conclusions about the
         effectiveness of the disclosure controls and procedures based on our
         evaluation as of the Evaluation Date;

         5. The registrant's other certifying officers and I have disclosed,
based on our most recent evaluation, to the registrant's auditors and the audit
committee of registrant'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 the registrant' ability
         to record, process, summarize and report financial data and have
         identified for the registrant'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 the
         registrant's internal controls; and

         6. The registrant'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.

May 15, 2003


                                  /s/ W. P. Kelly
                                  ---------------------------------------
                                  William P. Kelly
                                  Executive Vice President - Finance and
                                  Chief Financial Officer

                                       27


<PAGE>



                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549


                               -----------------


                           RELM WIRELESS CORPORATION


                               -----------------


                           FORM 10-Q QUARTERLY REPORT

                         FOR THE FISCAL QUARTER ENDED:

                                 March 31, 2003


                               -----------------


                                    EXHIBITS


                               -----------------





                                       28

<PAGE>


                                 EXHIBIT INDEX


Exhibit 99.1        Certification Pursuant to 18 U.S.C Section 1350, as Adopted
                    Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

Exhibit 99.2        Certification Pursuant to 18 U.S.C Section 1350, as Adopted
                    Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.


                                       29