# SECURITIES
AND EXCHANGE COMMISSIONWASHINGTON, D.C. 20549

# FORM 10-QSB

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`STATE OF WASHINGTON                                               91-0839067

(State or other jursidiction of                                 (I.R.S. Employer
Incorporation ororganization)                                 Identification No.)

22522 29th Drive SE                                                     98021

(Address of principal executive offices)                               (Zip Code)`

#### 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.

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### Index

`PART I.        FINANCIAL INFORMATION                                                  Page Number

Item 1.        Financial Statements

               Balance Sheets at September 30, 2002 (unaudited) and June 30, 2002            4

               Statements of Operations for the three months ended
               September 30, 2002 and 2001 (unaudited)                                       5

               Statements of Cash Flows for the three months ended
               September 30, 2002 and 2001 (unaudited)                                       6

               Notes to Unaudited Financial Statements                                       7

Item 2.        Management's Discussions and Analysis of Financial Conditions and
               Results of Operations                                                         8

Item 3.        Controls and Procedures                                                      12PART 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`

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#### PART 1   FINANCIAL INFORMATION

#### Item 1.Financial Statements

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`September 30          June 30
                                                                                          2002             2002
ASSETS                                                                             (Unaudited)


Current assets
      Cash ...................................................................       $ 82,505           $43,362
      Trade accounts receivable (net of allowance for
         doubtful accounts of $23,189)........................................        825,572         1,047,259
      Inventories
         Raw materials........................................................        167,074           174,619
         Work in process......................................................        182,015           166,566
         Finished goods.......................................................        434,626           389,888
                                                                                  -----------      ------------
                           Total inventories..................................        783,715           731,073
         Deferred costs    ...................................................         68,480                 -
                                                                                  -----------      ------------
      Other current assets ...................................................        221,823           161,430
                                                                                  -----------      ------------
                           Total current assets...............................      1,982,095         1,983,124

Property, plant and equipment - net...........................................        460,945           498,277
                                                                                 ------------      ------------

TOTAL.........................................................................     $2,443,040        $2,481,401
                                                                                   ==========        ==========



LIABILITIES AND STOCKHOLDERS' EQUITY


Current liabilities
      Accounts payable - trade................................................      $  477,254       $  307,488
      Bank line of credit.....................................................         301,185          180,000
      Accrued compensation and benefits.......................................         393,503          367,942
      Restructuring liability.................................................         136,079          177,266
      Accrued warranty........................................................          36,245           36,722
      Deferred revenue........................................................         219,525          177,852
      Other accrued liabilities...............................................          48,035           55,563
      Note payable - current portion..........................................               -          120,007
                                                                                   -----------      -----------
                           Total current liabilities..........................       1,611,826        1,422,840
                                                                                   -----------      -----------

Commitments and contingencies.................................................               -                -

Stockholders' equity
      Convertible preferred stock - no par value; authorized
          6,000,000 shares; 876,082 and 876,684, respectively,
             shares issued and outstanding  ($1,753,368
             liquidation preference; or $2 per share).........................       1,664,032        1,664,032
      Common stock - no par value; authorized 20,000,000 shares;
       6,866,105 and 6,865,503, respectively, shares issued and outstanding ..       3,812,399        3,812,399
      Deferred stock compensation.............................................         (34,970)         (41,386)
      Accumulated deficit.....................................................      (4,610,247)      (4,376,484)
                                                                                    ----------      -----------
          Stockholders' equity................................................         831,214        1,058,561
                                                                                    ----------      -----------

TOTAL.........................................................................      $2,443,040       $2,481,401
                                                                                    ==========       ==========`

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`Three Months Ended
                                                                 September 30
                                                    ----------------------------
                                                                 2002          2001


Net sales...............................................   $1,612,824    $1,958,344
Cost of goods sold......................................      739,085       929,968
                                                          -----------    ----------

Gross margin on sales...................................      873,739     1,028,376
                                                          -----------    ----------


Operating expenses
      Selling, general and administrative...............     758,177        840,291
      Engineering and development.......................     336,876        381,979
                                                          ----------     ----------
      Total operating expenses..........................   1,095,053      1,222,270
                                                          ----------     ----------

Loss from operations....................................    (221,314)      (193,894)

Other expense - net.....................................     (12,449)        (3,547)
                                                          ----------      ---------
Loss before income tax..................................    (233,763)      (197,441)

Income tax provision....................................           -              -
                                                          ----------     ----------

Net loss.............................................  $  (233,763)    $ (197,441)
                                                         ===========     ==========

Basic and diluted net loss per common share............. $      (.03)    $     (.03)
                                                         ===========     ==========

Weighted average common shares outstanding ............... 6,866,105      6,865,503`

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`Three Months Ended
                                                                                              September 30
                                                                                     --------------------------
                                                                                           2002            2001


Cash flows from operating activities:
Net loss .....................................................................      $  (233,763)    $  (197,441)
Adjustments to reconcile net loss to net cash provided by (used in)
   operating activities:
      Amortization of deferred stock compensation.............................            6,416           6,417
      Depreciation ...........................................................           55,373          53,979
Changes in:
      Accounts receivable.....................................................          221,687        (310,786)
      Inventories.............................................................          (52,642)        171,464
      Accounts payable and accrued liabilities................................          187,808          65,208
      Deferred costs..........................................................          (68,480)              -
      Other current assets....................................................          (60,393)        (68,525)
                                                                                     ----------     -----------

                      Cash provided by (used in) operating activities.........           56,006        (279,684)
                                                                                     ----------    ------------

Cash flows from investing activities:
      Purchase of property, plant and equipment...............................          (18,041)        (50,785)
                                                                                   ------------    ------------
                      Cash used in investing activities.......................          (18,041)        (50,785)
                                                                                   ------------    ------------

Cash flows from financing activities:
      Net proceeds from line of credit........................................          121,185               -
      Net borrowings(payments) on note payable................................         (120,007)        187,232
                                                                                   ------------     -----------


                      Cash provided by financing activities...................            1,178         187,232
                                                                                   ------------     -----------

Increase (decrease)  in cash .................................................           39,143       (143,237)
Beginning of period...........................................................           43,362        333,243
                                                                                   ------------    -----------
End of period.................................................................     $     82,505    $   190,006
                                                                                   ============    ===========`

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#### 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
September 30, 2002, 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, 2002, audited financial statements of the Company.
These interim condensed financial statements should be read in conjunction with
the June 30, 2002 audited financial statements filed on Form 10-KSB.

#### 2.     STOCKHOLDERS EQUITY

The Company has one active
stock option plan, the Nonemployee Directors Stock Option Plan, which provides
for the grant of options to purchase up to 320,000 common shares to outside
directors of the Company. Of this total, options to purchase 200,000 shares of
common stock are outstanding and 120,000 shares remain available for grant at
September 30, 2002. The 1992 Employees Stock Option Plan expired February 18,
2002, and provided 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
944,500 shares of common stock are outstanding and no shares remain available
for grant at September 30, 2002. All options are granted at the fair market
value of the common stock on the date of grant and vest over a four-year period. The
maximum term of an option may not exceed six years.

#### 3.     FEDERAL INCOME TAX

At September 30, 2002, approximately
$14,000,000 in net operating loss carry-forwards were available to offset future
taxable income and expire from 2003 through 2023. If substantial changes in the
Companys ownership should occur, there may be annual limitations on the
utilization of such carry-forwards. 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
carry-forwards and tax credits due to the Companys loss history, and
therefore, uncertainty regarding future taxable income.

#### 4.      NET INCOME (LOSS) 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 shares result from the assumed exercise of
outstanding stock options and convertible preferred stock.  Because of the net
loss for the three months ended September 30, 2002, potentially dilutive common
stock issuances were not included in the calculation of diluted earnings per
share as their inclusion would be antidilutive.  Diluted earnings per share excludes
the effect of outstanding stock options and convertible preferred stock,
aggregating 2,020,582 for the quarter ended September 30, 2002
and 2,517,359 for the quarter ended September 30, 2001.

A reconciliation of the number of average common shares outstanding to the number of average common and
potential common shares outstanding is as follows as of September 30:

`2002          2001
                                                                -----------  -------------
         Weighted average common shares outstanding               6,866,105     6,865,503
         Dilutive effect of potential common shares                       -             -
                                                                -----------  -------------

         Weighted average common and potential
              common shares outstanding                           6,866,105     6,865,503
                                                                ===========   ===========`

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#### 5.     PROVISION FOR BUSINESS RESTRUCTURING

In the fourth quarter of 2002, the Company recorded a restructuring charge of
$217,690 associated with its decision to transition to outsourced contract
manufacturing.  In March of 2001, the Company began to outsource its assembly labor. In April
2002, in an effort to further reduce production costs, the Company elected to
outsource its procurement, assembly and certain testing of its products.
The transition to increased outsourcing began in the fourth fiscal quarter and
is expected to result in improved gross margins as production costs become more
variable with volume.  As sales have decreased and production levels have
decreased it has become increasingly important for manufacturing costs to change
proportionally with sales volume.  Had the decision not been made to transition
to contract manufacturing the Company could be exposed to disproportionately high
fixed costs.  The Company has recorded a restructuring charge of $217,690 for
costs associated with the termination of its lease on its production
facility and for severance costs associated with terminated overhead personnel.

The Companys fourth quarter repositioning included: a reduction in the Companys production
workforce of approximately 4 persons or 33% of the production overhead staff and the negotiation of a release on
the manufacturing facility effective October 1, 2002.

At September 30, 2002, $136,079 of the $217,690 had not been paid.  Of this amount,
approximately $118,000 relates to the company's facility lease and the remaining
$18,000 relates to severance related costs.

#### 6.     RECENT ACCOUNTING PRONOUNCEMENTS FOR DISCLOSURE

The FASB issued SFAS No. 145, "Rescission of FASB Statements No. 4, 44, and 64,
Amendment of FASB Statement No. 13, and Technical Corrections," on April 30, 2002.
Statement No. 145 rescinds Statement No.4, which required all gains and losses
from extinguishments of debt to be aggregated and, if material, classified as an
extraordinary item, net of related income tax effect. Upon adoption of
Statement No. 145, companies will be required to apply the criteria in APB Opinion
No. 30, "Reporting the Results of Operations - Reporting the Effects of Disposal
of a Segment of a Business, and Extraordinary, Unusual and Infrequently Occurring
Events and Transactions" in determining the classification of gains and losses
resulting from the extinguishments of debt. Statement No. 145 is
effective for fiscal years beginning after May 15, 2002. The Company is currently
evaluating the requirements and impact of this
statement on its results of operations and financial position.

In June 2002, the FASB issued SFAS No. 146, "Accounting for Costs Associated with
Exit or Disposal Activities." This standard requires companies to recognize costs
associated with exit or disposal activities when they are incurred rather than at the date of a
commitment to an exit or disposal plan. Examples of costs covered by the standard
include lease termination costs and certain employee severance costs that are
associated with a restructuring, discontinued operation, plant closing, or other exit or disposal
activity. SFAS No. 146 is to be applied prospectively to exit or disposal
activities initiated after December 31, 2002. The Company is currently evaluating
the requirements and impact of this statement on its results of operations and financial position.

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

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.

Teltone Corporation
develops and markets a variety of telephony solutions. The Companys
OfficeLink products allow our customers to extend their enterprise
communications infrastructure by allowing employees and others to access network
resources from remote locations. These products enable customers to maintain
seamless connectivity between their customers, their offices and their mobile
workforce. The Company also provides a family of telecommunications test tools
used by application developers and manufacturers of telecommunications products.
In addition, the Company provides line sharing products built to satisfy unique
market and customer requirements. These products allow devices to share a single
telephone line for remote data collection and other applications. Established in
1968, Teltone is a public corporation located in Bothell, Washington, and is
currently listed on the NASD electronic OTC Bulletin Board (TTNC).

On September 11, 2002, the
Company filed its Preliminary Proxy Statement for its 2002 Annual Meeting of
Shareholders on Schedule14A and a related Transaction Statement on Schedule
13e-3. At the 2002 Annual Meeting the Companys shareholders will consider
a proposal to reverse split the Companys Common Stock and cash out
shareholders who currently hold fewer than 900 shares of Common Stock. If this
proposal and a related proposal to amend the terms of the Companys Class A
Preferred Stock are approved by the Companys shareholders, the Company
intends to deregister its Common Stock under the Securities Exchange Act of
1934. Following such deregistration, the Company will cease to file reports with
the Securities and Exchange Commission and the Companys Common Stock will
cease to be traded on the OTC Bulletin Board. For a complete description of
these transactions and their anticipated effects on the Company and its
shareholders, please see the 2002 Proxy Statement.

In the first quarter of
fiscal 2003 net sales decreased 18% over the same quarter in the prior year. Of
the decreased net sales, 9% was attributable to test tool products that are
commonly used by applications developers and manufacturers of telecommunications
equipment. We believe sales of these products have been adversely affected by
the downturn in manufacturing activity in the telecommunications industry and
lower budgets available for telecommunications development. An additional 6% of
the decrease was due to lower sales attributable to custom line sharing products
and the remaining 3% due to lower sales of remote voice and other products.

---

Gross margins (the
Companys gross sales net of the cost of goods sold) increased from 52% to
54% as a result of improvements in costs associated with the Companys move
to outsource its manufacturing. As sales have decreased and production levels
have decreased it has become increasingly important for manufacturing costs to
change proportionally with sales volume. Had the decision not been made to
transition to contract manufacturing the Company could be exposed to
disproportionately high fixed costs. The Company had a restructuring liability
of $177,266 at June 30, 2002 for costs associated with the termination of its
lease on its production facility and for severance costs associated with
terminated overhead personnel. The projected savings in fixed production costs
associated with the termination of this lease and overhead personnel are
approximately $400,000 annually. This liability was reduced to $136,079 as of
September 30, 2002.

Operating expenses
decreased 10%, or $127,217 from the first quarter of fiscal 2002 as employment
decreased 16%. Reductions in employment affected all areas of the Company.

Interest expense of $12,449
was incurred in the first quarter of fiscal 2003 on borrowings as compared to
interest expense of approximately $3,547 incurred in the same quarter of the
prior year.

The net loss from
operations in the first fiscal quarter of 2003 was $233,763, compared to a loss
of $197,441 in the same quarter of the prior year. While the Company reduced
expenses significantly in its effort to return to profitability, such reductions
were not sufficient to overcome the decline in sales.

Although the Company has
significant prospects for each of its product lines and has certain key
customers and prospective customers who each individually could make sufficient
purchases to return the Company to profitability, there are no firm commitments
for future sales.

The Company has
approximately $14,000,000 in net operating loss carry-forwards available to
offset future taxable income, which expire from 2003 through 2023. If
substantial changes in the Companys ownership occur, there may be annual
limitations on the utilization of such carry-forwards. The Company has not
accounted for the operating loss carry-forwards as a tax asset due to the
uncertainty regarding the amount of future taxable income.

The Board of Directors has
adopted and recommended to the Companys shareholders a proposal to effect
a 1 for 900 reverse stock split of the Company's Common Stock and to repurchase fractional shares held by
shareholders who as a result of the split hold less than one share of Common
Stock at the purchase price of $.24 per pre-split share. This proposal, and a related
proposal to amend the terms of the Companys Class A Preferred Stock in
connection with the reverse split proposal, will be presented to the
Companys shareholders for approval at the Companys 2002 Annual
Meeting of Shareholders, which has not yet been scheduled.

If approved, the reverse
stock split proposal is intended to result in the Company having fewer than 300
holders of Common Stock of record, and will permit the Company to terminate the
registration of Teltones Common Stock with the Securities and Exchange
Commission under the Securities Exchange Act of 1934. Deregistering would
relieve the Company of the administrative burden, costs estimated to be $90,000
annually, and competitive disadvantages associated with being a public reporting
company. The actual cost savings of being a private company are expected to be
much greater than simply elimination of the estimated historical costs. As a
result of recent corporate governance scandals and the legislative and
litigation environment resulting from those scandals, the costs of being a
public company in general, and the costs of the Company remaining a public
company in particular, are expected to increase dramatically in the near future.
The cash requirement to effect the reverse stock split is estimated to be $114,000 and
includes the cost to repurchase fractional shares, legal and other
administrative fees.

---

The Company had cash on
hand at September 30, 2002 of $82,505 and borrowings outstanding on its line of
credit of $301,185. The Companys bank line of credit is renewable in June
2003. The line of credit permits borrowing up to the lesser of $1,500,000 or 80%
of eligible receivables, plus 25% of eligible inventory, with other sub-limit
provisions for letters of credit and credit card usage. At September 30, 2002,
unused availability on the line of credit was approximately $273,633. The line
of credit is collateralized by eligible accounts receivable, inventory, and
other tangible and intangible assets. This line of credit is the only source of
funds currently available to the Company and if the Company were to violate its
terms or be unable to renew the line it would pose a significant financial
hardship on the Company. As of September 30, 2002 the Company is in compliance
with the terms of the line of credit agreement.

The Company borrowed
$200,000 in the first fiscal quarter of fiscal 2002 pursuant to a capital
equipment term loan to finance long-term purchases. At June 30, 2002, there was
approximately $120,000 outstanding under this financing. This loan was paid off
in the first quarter of fiscal 2003 and the balance rolled into the line of
credit arrangement.

During the quarter,
although the net loss was $233,763, the cash flow from operations was $56,006,
which was primarily the result of a reduction in receivables as average days
sales outstanding was reduced to 45 days. Capital equipment purchases of $18,041 were
made and fully depreciated equipment totaling $215,000 was retired as the
Company upgraded its test procedures from
older, fully amortized equipment to utilization of its new product the TSP
EDGE with production test capabilities. Other working capital requirements
were offset by non-cash depreciation and amortization of $61,789. Professional
fees associated with the proposed reverse stock split of $68,480 were incurred
during the quarter as projected.

The Company is dependant on
its cash flow from operations as well as its line of credit to fund its
operations. Significant decreases in demand for the Companys products
would reduce the availability of funds. The Companys plans indicate that
the cash available from its line of credit is sufficient to finance its
operations in fiscal 2003.

The FASB issued SFAS No. 145, "Rescission of FASB Statements No. 4, 44, and 64,
Amendment of FASB Statement No. 13, and Technical Corrections," on April 30, 2002.
Statement No. 145 rescinds Statement No.4, which required all gains and losses
from extinguishments of debt to be aggregated and, if material, classified as an
extraordinary item, net of related income tax effect. Upon adoption of
Statement No. 145, companies will be required to apply the criteria in APB
Opinion No. 30, "Reporting the Results of Operations - reporting the Effects of
Disposal of a Segment of a Business, and Extraordinary, Unusual and Infrequently
Occurring Events and Transactions" in determining the classification of gains and
losses resulting from the extinguishments of debt. Statement No. 145 is
effective for fiscal years beginning after May 15, 2002. The Company is currently
evaluating the requirements and impact of this
statement on its results of operations and financial position.

In June 2002, the FASB
issued SFAS No. 146, Accounting for Costs Associated with Exit or Disposal
Activities. This standard requires companies to recognize costs associated
with exit or disposal activities when they are incurred rather than at the date
of a commitment to an exit or disposal plan. Examples of costs covered by the
standard include lease termination costs and certain employee severance costs
that are associated with a restructuring, discontinued operation, plant closing,
or other exit or disposal activity. SFAS No. 146 is to be applied prospectively
to exit or disposal activities initiated after December 31, 2002. The Company is
currently evaluating the requirements and impact of this statement on its
results of operations and financial position.

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#### Item 3.   Controls and Procedures

1. Evaluation of disclosure controls and procedures.  The Companys principal
executive officer and principal financial officer, after evaluating the effectiveness
of the Company's "disclosure controls and procedures" (as defined in the Securities
Exchange Act of 1934 Rules 13a-14c and 15-d-14(c)) as of a date (the "Evaluation Date")
within 90 days before the filing date of this quarterly report, has concluded that
as of the Evaluation Date, the Companys disclosure controls and procedures were adequate and
designed to ensure that material information relating to the Company would be
made known to her by others within the Company.
2. Changes in internal controls.  There were no significant changes in the Companys
internal controls or to the Companys knowledge, in other factors that could
significantly affect the Companys disclosure controls and procedures subsequent to the
Evaluation Date.

---

`PART II. OTHER INFORMATION

        Item 1.   Legal Proceedings

                  None


        Item 2.   Changes in Securities

                  None


        Item 3.   Defaults Upon Senior Securities

                  None


        Item 4.   Submission of Matters to a Vote of Security Holders

                  None


        Item 5.   Other Information

                  None


        Item 6.   Exhibits and Reports on Form 8-K

                  (a)      Exhibits

                  99.1     Certification pursuant to 18 USC Section 1350, as adopted
                           pursuant to Section 906 of the Sarbanes-Oxley Act
                           of 2002.

                  (b)      Reports on Form 8-K

                           None`

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

`TELTONE CORPORATION
                                        (Registrant)




Date       November 13, 2002         By     /s/ DEBRA L GRIFFITH
       Debra L. Griffith
                                           President & Chief Executive Officer




Date      November 13, 2002          By     /s/ DEBRA L. GRIFFITH
   Debra L. Griffith
                                           Acting Chief Financial Officer`

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#### CERTIFICATIONS

I, Debra L. Griffith, certify that:

1. I have reviewed this quarterly report on Form 10-QSB of Teltone 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 have: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;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"); andpresented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;
5. 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;
6. 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
7. presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;
8. 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 functions):all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability
to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in
internal controls; andany fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's
internal controls; and
9. all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability
to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in
internal controls; and
10. any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's
internal controls; and
11. 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.

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#### Exhibit 99.1

In connection with the Quarterly Report of Teltone Corporation (the Company) on Form 10-QSB for the quarterly period ended
September 30, 2002 as filed with the Securities and Exchange Commission on the date hereof (the Report), I, Debra L. Griffith,
Director, President and Chief Executive Officer and Acting Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C.
Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934;

and
2. The information contained in the Report fairly presents, in all material respects, the financial condition and result of
operations of the Company.

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