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UNITED STATES
SECURITIES AND EXCHANGE COMMISSIONWASHINGTON, D.C. 20549

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FORM 10-QSB

(Mark One)

|/x/ | QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
|--- | ---------------------------------------------------------------------------------

For the quarterly period ended December 31, 2000

|/ / | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES ACT OF 1934
|--- | -------------------------------------------------------------------------------

For the transition period from  to

Commission file number 0-011275

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

WASHINGTON(State or other jurisdiction of
incorporation or organization)

91-0839067(I.R.S. Employer Identification No.)22121-20th Avenue SE, Bothell, Washington(Address of principal executive offices)

98021(Zip Code)


(425) 487-1515(Registrant's telephone number, including area code)

N/A(Former name, former address and former fiscal year)

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Check
whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 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 / /

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS

Check whether the registrant filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Exchange Act after the distribution
of securities under a plan confirmed by a court. Yes [  ] No [  ]

APPLICABLE ONLY TO CORPORATE ISSUERS

State the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date.

6,515,503 shares of common stock outstanding as of December 31, 2000.

Transitional Small Business Disclosure Format (Check One): Yes [  ] No [X]

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|Index                                                                                           |  | (Page Number)                                                                                
|----------------------------------------------------------------------------------------------- |  | ---------------------------------------------------------------------------------------------
|PART I. FINANCIAL INFORMATION (Unaudited)                                                       |  |                                                                                              
|Item 1. Balance Sheets at December 31, 2000 and June 30, 2000                                   |  | 4                                                                                            
|                                                                                                |  | Statements of Operations for the three months and six months ended December 31, 2000 and 1999
|                                                                                                |  | Statements of Cash Flows for the six months ended December 31, 2000 and 1999                 
|                                                                                                |  | Notes to Unaudited Financial Statements                                                      
|Item 2. Management's Discussions and Analysis of Financial Conditions and Results of Operations |  | 10                                                                                           
|PART II. OTHER INFORMATION                                                                      |  |                                                                                              
|Item 1. Legal Proceedings                                                                       |  | 13                                                                                           
|Item 2. Changes in Securities                                                                   |  | 13                                                                                           
|Item 3. Defaults Upon Senior Securities                                                         |  | 13                                                                                           
|Item 4. Submission of Matters to a Vote of Security Holders                                     |  | 13                                                                                           
|Item 5. Other Information                                                                       |  | 13                                                                                           
|Item 6. Exhibits and Reports on Form 8-K                                                        |  | 13                                                                                           
|Signature                                                                                       |  | 14                                                                                           

2

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PART 1FINANCIAL INFORMATION

Item 1. Financial Information(Unaudited)

Balance
Sheets at December 31, 2000 and June 30, 2000

Statements
of Operations for the three months and six months ended December 31, 2000 and 1999

Statements
of Cash Flows for the six months ended December 31, 2000 and 1999

Notes
to Unaudited Financial Statements

3

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TELTONE CORPORATION  BALANCE SHEETS  December 31, 2000 and June 30, 2000  (Unaudited)

|                                     |                                                                                                                                                                               | December 31
2000                                                                                                 |                           | June 30
2000 |           
|------------------------------------ | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ---------------------------------------------------------------------------------------------------------------- | ------------------------- | ------------ | ----------
|ASSETS                               |                                                                                                                                                                               |                                                                                                                  |                           |              |           
|Current assets                       |                                                                                                                                                                               |                                                                                                                  |                           |              |           
|                                     | Cash and cash equivalents                                                                                                                                                     |                                                                                                                  | $                         | 1,614,236    |           
|                                     | Trade accounts receivable (net of allowance for doubtful accounts of $38,354 and $35,260)                                                                                     |                                                                                                                  |                           | 1,390,219    |           
|                                     | Inventories                                                                                                                                                                   |                                                                                                                  |                           |              |           
|                                     |                                                                                                                                                                               | Raw materials                                                                                                    |                           |              | 704,905   
|                                     |                                                                                                                                                                               | Work in process                                                                                                  |                           |              | 181,477   
|                                     |                                                                                                                                                                               | Finished goods                                                                                                   |                           |              | 353,144   
|                                     |                                                                                                                                                                               |                                                                                                                  |                           |              |           
|                                     |                                                                                                                                                                               |                                                                                                                  | Total inventories         |              |           
|                                     | Other current assets                                                                                                                                                          |                                                                                                                  |                           | 155,294      |           
|                                     |                                                                                                                                                                               |                                                                                                                  |                           |              |           
|                                     |                                                                                                                                                                               |                                                                                                                  | Total current assets      |              |           
|Property, plant and equipment  net  |                                                                                                                                                                               |                                                                                                                  | 569,069                   |              |           
|                                     |                                                                                                                                                                               |                                                                                                                  |                           |              |           
|TOTAL                                |                                                                                                                                                                               | $                                                                                                                | 4,968,344                 |              | $         
|                                     |                                                                                                                                                                               |                                                                                                                  |                           |              |           
|LIABILITIES AND STOCKHOLDERS' EQUITY |                                                                                                                                                                               |                                                                                                                  |                           |              |           
|Current liabilities                  |                                                                                                                                                                               |                                                                                                                  |                           |              |           
|                                     | Accounts payable  trade                                                                                                                                                      |                                                                                                                  | $                         | 383,161      |           
|                                     | Accrued compensation and benefits                                                                                                                                             |                                                                                                                  |                           | 711,042      |           
|                                     | Accrued warranty expense                                                                                                                                                      |                                                                                                                  |                           | 54,627       |           
|                                     | Deferred revenue                                                                                                                                                              |                                                                                                                  |                           | 186,645      |           
|                                     | Other accrued expenses                                                                                                                                                        |                                                                                                                  |                           | 55,006       |           
|                                     | Note payable  current portion                                                                                                                                                |                                                                                                                  |                           | 21,730       |           
|                                     |                                                                                                                                                                               |                                                                                                                  |                           |              |           
|                                     |                                                                                                                                                                               |                                                                                                                  | Total current liabilities |              |           
|Note payable  long-term portion     |                                                                                                                                                                               |                                                                                                                  |                           |              |           
|Stockholders' equity                 |                                                                                                                                                                               |                                                                                                                  |                           |              |           
|                                     | Convertible preferred stock  no par value; authorized 6,000,000 shares; 876,684 and 905,364 shares issued and outstanding ($1,753,368 and $1,810,728 liquidation preference) |                                                                                                                  |                           | 1,665,236    |           
|                                     |                                                                                                                                                                               | Common stock  no par value; authorized 20,000,000 shares; 6,515,503 and 6,294,323 shares issued and outstanding |                           |              | 3,737,695 
|                                     |                                                                                                                                                                               | Accumulated deficit                                                                                              |                           |              | (1,846,798
|                                     |                                                                                                                                                                               |                                                                                                                  |                           |              |           
|                                     |                                                                                                                                                                               | Stockholders' equity                                                                                             |                           |              | 3,556,134 
|                                     |                                                                                                                                                                               |                                                                                                                  |                           |              |           
|TOTAL                                |                                                                                                                                                                               | $                                                                                                                | 4,968,344                 |              | $         
|                                     |                                                                                                                                                                               |                                                                                                                  |                           |              |           

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

4

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TELTONE CORPORATION  STATEMENTS OF OPERATIONS  For the Three Months and Six Months Ended December 31, 2000 and 1999  (Unaudited)

|                                                                |                                     | Three Months
Ended December 31 |           | Six Months
Ended December 31
|--------------------------------------------------------------- | ----------------------------------- | ------------------------------ | --------- | ----------------------------
|
|Net sales                                                       |                                     | $                              | 2,429,999 |                             
|Cost of goods sold                                              |                                     |                                | 1,032,925 |                             
|                                                                |                                     |                                |           |                             
|Gross margin                                                    |                                     |                                | 1,397,074 |                             
|                                                                |                                     |                                |           |                             
|Operating expenses                                              |                                     |                                |           |                             
|                                                                | Selling, general and administrative |                                |           | 1,492,475                   
|                                                                | Engineering and development         |                                |           | 454,720                     
|                                                                |                                     |                                |           |                             
|                                                                |                                     | Total operating expenses       |           |                             
|                                                                |                                     |                                |           |                             
|(Loss) income from operations                                   |                                     |                                | (550,121  | )                           
|Other income                                                    |                                     |                                | 28,956    |                             
|                                                                |                                     |                                |           |                             
|Gain on sale of product line                                    |                                     |                                |           |                             
|(Loss) income before tax                                        |                                     |                                | (521,165  | )                           
|                                                                |                                     |                                |           |                             
|Income tax provision                                            |                                     |                                |           |                             
|                                                                |                                     |                                |           |                             
|Net (loss) income                                               |                                     | $                              | (521,165  | )                           
|                                                                |                                     |                                |           |                             
|Basic net (loss) income per common share                        |                                     | $                              | (.08      | )                           
|                                                                |                                     |                                |           |                             
|Average common shares outstanding                               |                                     |                                | 6,504,836 |                             
|Diluted net (loss) income per common and potential common share |                                     | $                              | (.08      | )                           
|                                                                |                                     |                                |           |                             
|Average common and potential common shares outstanding          |                                     |                                | 6,504,836 |                             

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

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TELTONE CORPORATION  STATEMENTS OF CASH FLOWS  For the Six Months Ended December 31, 2000 and 1999  (Unaudited)

|                                                                               |                                             | Six Months
Ended December 31                     |          
|------------------------------------------------------------------------------ | ------------------------------------------- | ------------------------------------------------ | ---------
|
|Cash flows from operating activities:                                          |                                             |                                                  |          
|Net income                                                                     |                                             | $                                                | 738,223  
|Adjustments to reconcile net income to net cash used for operating activities: |                                             |                                                  |          
|                                                                               | Depreciation                                |                                                  |          
|                                                                               | Gain on sale of product line                |                                                  |          
|Changes in:                                                                    |                                             |                                                  |          
|                                                                               | Accounts receivable                         |                                                  |          
|                                                                               | Inventories                                 |                                                  |          
|                                                                               | Accounts payable and accrued liabilities    |                                                  |          
|                                                                               | Other current assets                        |                                                  |          
|                                                                               |                                             |                                                  |          
|                                                                               |                                             | Cash used for operating activities               |          
|Cash flows from investing activities:                                          |                                             |                                                  |          
|                                                                               | Net proceeds from sale of product line      |                                                  |          
|                                                                               | Investment in property, plant and equipment |                                                  |          
|                                                                               |                                             |                                                  |          
|                                                                               |                                             | Cash provided by (used for) investing activities |          
|Cash flows from financing activities:                                          |                                             |                                                  |          
|                                                                               | Net repayment of note payable               |                                                  |          
|                                                                               | Employee stock sales, net                   |                                                  |          
|                                                                               |                                             |                                                  |          
|                                                                               |                                             | Cash provided by financing activities            |          
|                                                                               |                                             |                                                  |          
|Increase (decrease) in cash                                                    |                                             |                                                  | 1,110,644
|Beginning of period                                                            |                                             |                                                  | 503,592  
|                                                                               |                                             |                                                  |          
|End of period                                                                  |                                             | $                                                | 1,614,236
|                                                                               |                                             |                                                  |          

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

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TELTONE CORPORATION  NOTES TO UNAUDITED FINANCIAL STATEMENTS

1. BASIS OF PRESENTATION

The unaudited Interim Financial Statements reflect all adjustments which are, in the opinion of management, necessary to present fairly the financial condition
and the results for the interim periods. The results of operations for the period ended December 31, 2000, are not necessarily indicative of operating results to be expected for the full year.
Portions of the accompanying financial statements are derived from the June 30, 2000, audited financial statements of the Company. These interim condensed financial statements should be read in
conjunction with the June 30, 2000, audited financial statements filed on form 10-KSB.

2. SEGMENT INFORMATION

The operations of the Company are organized into three principal business segments, Remote Voice, Telecom Equipment, and ASICs (Application Specific Integrated
Circuits). The Remote Voice segment includes software-based telecommuting products. The Telecom Equipment segment includes network simulation equipment and line sharing switches. The ASIC segment is a
line of semiconductors for telecom applications, which was sold during the first quarter of fiscal 2001 (see Note 6). The accounting policies of the reportable segments are the same as those
described in the summary of significant accounting policies in Note 1 to the annual financial statements. The Company's reportable segments have been determined based on the nature of its
operations, products offered to customers,

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and information used by management. Operating results and other financial data for each segment are as follows (in thousands):

|                                              |  | Remote Voice |   | Telecom
Equipment |  | ASICs |  | Total |  
|--------------------------------------------- |  | ------------ | - | ----------------- |  | ----- |  | ----- | -
|Three Months Ended December 31, 2000 and 1999 | 
|Net Sales                                     |  |              |   |                   |  |       |  |       |  
|2000                                          |  | 398          |   | 2,032             |  |      |  | 2,430 |  
|1999                                          |  | 613          |   | 1,667             |  | 707   |  | 2,987 |  
|Net (Loss) Income                             |  |              |   |                   |  |       |  |       |  
|2000                                          |  | (1,071       | ) | 550               |  |      |  | (521  | )
|1999                                          |  | (634         | ) | 553               |  | 91    |  | 10    |  
|Depreciation                                  |  |              |   |                   |  |       |  |       |  
|2000                                          |  | 22           |   | 8                 |  |       |  | 30    |  

|                                            |  | Remote Voice |   | Telecom
Equipment |  | ASICs |  | Total
|------------------------------------------- |  | ------------ | - | ----------------- |  | ----- |  | -----
|Six Months Ended December 31, 2000 and 1999
|Net Sales                                   |  |              |   |                   |  |       |  |      
|2000                                        |  | 866          |   | 3,859             |  | 409   |  | 5,134
|1999                                        |  | 1,231        |   | 3,144             |  | 1,283 |  | 5,658
|Net Income (Loss)                           |  |              |   |                   |  |       |  |      
|2000                                        |  | (2,031       | ) | 984               |  | 1,785 |  | 738  
|1999                                        |  | (1,163       | ) | 1,022             |  | 159   |  | 18   
|Depreciation                                |  |              |   |                   |  |       |  |      
|2000                                        |  | 46           |   | 17                |  |       |  | 63   
|Identifiable Assets                         |  |              |   |                   |  |       |  |      
|2000                                        |  | 873          |   | 1,997             |  |       |  | 2,870

There
were no intersegment sales. Segment operating results are measured based on net income or loss. Assets and related depreciation were not separated by reportable segment prior to
June 30, 2000. Facilities expense and other indirect expenses were allocated to reportable segments using various methods such as percentage of square footage used to total square footage and
estimated allocation of time spent by various personnel. Total identifiable assets and related depreciation of the segments do not equal the financial statement totals at December 31, 2000,
because certain assets are not allocated to the segments, primarily cash and cash equivalents and common use property and equipment.

3. STOCKHOLDERS' EQUITY

The Company has two active stock option plans. The 1992 Employees Stock Option Plan provides for the grant of options to purchase up to 1,900,000 common shares
to key employees of the Company. Of this total, options to purchase 1,310,500 shares of common stock are outstanding and 175,500 shares remain available for grant. The Nonemployee Directors Stock
Option Plan provides for the grant of options to purchase up to 320,000 common shares to outside directors of the Company. Of this total,

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options to purchase 200,000 shares of common stock are outstanding and 120,000 shares remain available for grant at December 31, 2000. All options are granted at the fair market value of the
stock on the date of grant and vest over a four-year period. The maximum term of an option may not exceed six years.

4. FEDERAL INCOME TAX

At December 31, 2000, approximately $11,470,000 in net operating loss carryforwards were available to offset future taxable income and expire from 2001
through 2020. If substantial changes in the Company's ownership should occur, there may be annual limitations on the utilization of such carryforwards at December 31, 2000. Although the Company
has adopted the Statement of Financial Accounting Standards No. 109 Accounting for Income Taxes, there is no tax asset recognized for the net operating loss carryforwards and tax credits due to
the Company's loss history and therefore uncertainty regarding future taxable income.

5. NET INCOME PER SHARE

Basic net income (loss) per common share is based on the weighted average number of common shares outstanding during the period. Diluted earnings per share is
computed using the weighted average number of common shares outstanding and potential common shares outstanding. Potential common shares result from the assumed exercise of outstanding stock options
and convertible preferred stock. Diluted earnings per share excludes the effect of antidilutive stock options, and for the quarter ended December 31, 2000, the convertible preferred stock.
There were no antidilutive stock options for the quarter ended December 31, 1999.

A
reconciliation of the number of average common shares outstanding to the number of average common and potential common shares outstanding is as follows:

|                                                       |  | Three Months
Ended December 31, |  | Six Months
Ended December 31,
|------------------------------------------------------ |  | ------------------------------- |  | -----------------------------
|
|Average common shares outstanding                      |  | 6,504,836                       |  | 6,102,296                    
|Dilutive effect of potential common shares             |  |                                |  | 1,511,014                    
|                                                       |  |                                 |  |                              
|Average common and potential common shares outstanding |  | 6,504,836                       |  | 7,613,310                    

6. SALE OF ASIC SEGMENT

In August 2000 the Company sold assets related to its ASIC segment to CP Clare Corporation. Total consideration for the assets was $1,975,000.

7. RECENT PRONOUNCEMENTS

In December 1999 the Securities and Exchange Commission ("SEC") issued Staff Accounting Bulletin No. 101 ("SAB 101"), "Revenue Recognition in
Financial Statements," which summarizes the SEC's views on applying generally accepted accounting principles to the recognition, presentation and disclosure of revenue in financial statements filed
with the SEC. Adoption is currently required by the Company in fiscal 2001. Management is currently evaluating the impact that SAB 101 may have on the financial position and results of operations of
the Company.

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TELTONE CORPORATION

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

Statement of Forward-Looking Information

Statements contained herein that are not based on historical fact, including without limitation statements containing the words "believes," "may," "will,"
"estimate," "continue," "anticipates," "intends," "expects" and words of similar import, constitute "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of
1995. Such forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause the actual results, events or developments to be materially different from any
future results, events or developments expressed or implied by such forward-looking statements. Such factors include, among others, the following: general economic and business conditions, both
nationally and in the regions in which the Company operates; technology changes; competition; changes in business strategy or development plans; the ability to attract and retain qualified personnel;
liability and other claims asserted against the Company; and other factors referenced in the Company's filings with the Securities and Exchange Commission. Given these uncertainties, readers are
cautioned not to place undue reliance on such forward-looking statements. The Company disclaims any obligation to update any such factors or to publicly announce the result of any revisions to any of
the forward-looking statements contained herein to reflect future results, events or developments.

Overview

Teltone Corporation designs, develops and markets industry award-winning remote voice solutions that extend enterprise communications infrastructure to branch
offices and other remote locations. With the OfficeLink line of products, companies are afforded seamless remote access to the PBX/ACD as well as CTI and intelligent routing applications. Teltone also
provides a line of award-winning telecom test tools that can meet the needs of sales and tradeshow demonstration, engineering test and production test applications. Customers for these products
include any manufacturer or developer of telecom
equipment, which provides connectivity to the global public telephone network. Established in 1968, Teltone is a public corporation, listed on the NASD electronic OTC Bulletin Board (TTNC).

Results of Operations

In the second quarter of fiscal 2001 net sales increased 7% over the second quarter of the prior year after adjustment for the sale of the ASIC segment in
August 2000, and gross margin decreased from 59% to 57% due to a shift in product mix. Operating expenses increased 21% due to the increased investment in the Remote Voice business. This
investment exceeded the growth in gross margin dollars and as a result, income from operations of $8,000 in the second quarter of the prior year decreased to a loss from operations of $(550,000).

In
the six months ended December 31, 2000, net sales increased 8% after adjustment for the ASIC sale with gross margins unchanged at 57%. Operating expenses increased 29% due
to the investment in Remote Voice. There was a gain of $1,620,000 on the sale of the ASIC segment which resulted in net income of $738,000.

The
Company has $11,470,000 in net operating loss carryforwards available to offset future taxable income which expire from 2001 through 2020. If substantial changes in the Company's
ownership occur, there may be annual limitations on the utilization of such carryforwards. The Company has not recognized a tax asset for the net operating loss carryforwards due to the uncertainty
regarding the amount of future taxable income.

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After the sale of the ASIC segment, the Company now operates in two separate business segments. Telecom Equipment, which includes simulators and line sharing products, and the Remote
Voice segment, which includes remote voice products.

Net Sales by Segment  For Six Months Ended December 31,  (in thousands)

Remote Voice

Telecom
Equipment

ASICs

Total2000

866

3,859

409

5,1341999

1,231

3,144

1,283

5,658


Net Income (Loss) by Segment  For Six Months Ended December 31,  (in thousands)

Remote Voice

Telecom
Equipment

ASIC

Total2000

(2,031
)
984

1,785

7381999

(1,163
)
1,022

159

18


Remote Voice Segment

During the six months ended December 31, 2000, net sales decreased in the Company's remote voice products by 30%. This decrease was due to a downturn in
sales through Avaya (formerly Lucent) who has historically been a reseller of OfficeLink2000. Sales through Avaya are not expected to rebound to previous levels as the relationship is expected to
shift to a marketing partnership where Avaya will refer their customers directly to the Company for OfficeLink2000 applications. Although direct sales and sales through other channels are increasing,
management plans to reduce the level of investment in this segment in anticipation of slower sales growth.

Telecom Equipment Segment

The Telecom Equipment segment grew 23% over the same period of the prior year due to increasing sales of line sharing products as well as the introduction in
the fourth quarter of fiscal 2000 of the Telecom Simulation Platform (TSP). The TSP provides T-1 and analog simulation by using software modules running on a standard hardware platform.

ASIC Segment

In August 2000 the Company entered into an agreement to sell assets related to its ASIC segment to C.P. Clare Corporation. Total consideration for the
assets was $1,975,000.

Liquidity and Capital Resources

The Company had cash on hand at December 31, 2000, of $1,614,000 in addition to a line of credit agreement for $1,500,000, renewable in
July 2001. The agreement is collateralized by eligible accounts receivable, inventory, and other tangible and intangible assets and contains financial covenants including working capital and
debt ratios, as well as maximum loss provisions. As of December 31, 2000, there were no borrowings outstanding under this line.

During
the first quarter the ASIC (Application Specific Integrated Circuits) segment was sold to CP Clare Corporation. Gross proceeds were $1,975,000 and are being used for working
capital. There was a gain on the sale of $1,620,000.

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Options to purchase 192,500 shares of common stock were exercised during the first six months of the fiscal year at prices ranging from $.30 to $.60, which provided the Company with
$96,450 in cash.

Cash
on hand and cash generated from operations, sale of common shares, as well as the line of credit should enable the Company to meet its operating and working capital needs during
the next twelve months.

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PART II. OTHER INFORMATION

| | Item 1. Legal Proceedings                                  
| | -----------------------------------------------------------
| |                                                            
| | Item 2. Changes in Securities                              
| |                                                            
| | Item 3. Defaults Upon Senior Securities                    
| |                                                            
| | Item 4. Submission of Matters to a Vote of Security Holders
| |                                                            
| | Item 5. Other Information                                  
| |                                                            
| | Item 6. Exhibits and Reports on Form 8-K                   
| |                                                            
| |                                                            

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SIGNATURES

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

|                       |  | TELTONE CORPORATION(Registrant)
|---------------------- |  | -------------------------------
|Date February 14, 2001 |  | By                             
|Date February 14, 2001 |  | By                             

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