<PAGE>   1


                       SECURITIES AND EXCHANGE COMMISSION

                              WASHINGTON, DC 20549

                                    FORM 10-Q

      [ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                        SECURITIES EXCHANGE ACT OF 1934

              FOR THE QUARTERLY PERIOD ENDED DECEMBER 31, 1998*

                                       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 0-11402

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

               DELAWARE                                    74-1666060
(State or other jurisdiction of            (I.R.S. employer identification no.)
 incorporation or organization)

3330 WEST MARKET STREET, AKRON, OHIO                        44333
(Address of principal executive offices)                   (Zip Code)

                                 (330) 664-1000
              (Registrant's telephone number, including area code)

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 [ ].

At December 31, 1998, there were 16,126,382 outstanding shares of the
Registrant's $.01 par value Common Stock.

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

* Insofar as the Registrant is filing a Form 12b-25 with respect to the
unavailability of the Registrant's financial statements for the period covered
by this Quarterly Report on Form 10-Q as of the due date therefor, this filing
omits all disclosures responsive to Item 1 of Part I and, except for the portion
relating to Year 2000 issues (which portion is included herein), the disclosures
responsive to Item 2 of Part II as well as the associated Financial Data
Schedule.


<PAGE>   2




                               TELXON CORPORATION
      INDEX TO CONSOLIDATED FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA (i)

<TABLE>
<CAPTION>
                                                                                 Page No.
                                                                                 --------

PART I. FINANCIAL INFORMATION:
<S>                                                                          <C>
         Item 1: Consolidated Financial Statements                             [omitted (ii)]

         Item 2: Management's Discussion and Analysis of Financial
                   Condition and Results of Operations                                3 (ii)

PART II. OTHER INFORMATION:

         Item 1: Legal Proceedings                                                    6
         Item 6: Exhibits and Reports on Form 8-K                                  7-17
</TABLE>


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

(i) All Items of Form 10-Q other than those listed in this index have been
omitted as inapplicable.

(ii) Insofar as the Registrant is filing a Form 12b-25 with respect to the
unavailability of the Registrant's financial statements for the period covered
by this Quarterly Report on Form 10-Q as of the due date therefor, this filing
omits all disclosures responsive to Item 1 of Part I and, except for the portion
relating to Year 2000 issues (which portion is included herein), the 
disclosures  responsive to Item 2 of Part II.




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<PAGE>   3



PART I. FINANCIAL INFORMATION

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

READINESS FOR THE YEAR 2000

THE INFORMATION SET FORTH UNDER THIS CAPTION IS HEREBY DESIGNATED TO BE A "YEAR
2000 READINESS DISCLOSURE" UNDER THE YEAR 2000 INFORMATION READINESS DISCLOSURE
ACT (THE "YEAR 2000 ACT"), PUBLIC LAW 105-271, AND THE STATEMENTS BELOW AND THE
REGISTRANT, AS THE MAKER THEREOF, SHALL BE ENTITLED TO THE PROTECTIONS PROVIDED
BY THE YEAR 2000 ACT.

THE FOLLOWING DISCUSSION, INSOFAR AS IT CONSISTS OF STATEMENTS REGARDING CERTAIN
TRENDS OR OF OTHER FORWARD-LOOKING INFORMATION CONCERNING THE COMPANY'S
READINESS FOR THE YEAR 2000, IS ALSO INTENDED TO QUALIFY FOR THE PROTECTIONS
AFFORDED "FORWARD-LOOKING STATEMENTS" UNDER THE PRIVATE SECURITIES LITIGATION
REFORM ACT OF 1995, PUBLIC LAW 104-67. THE FORWARD-LOOKING STATEMENTS MADE
HEREIN AND ELSEWHERE IN THIS FORM 10-Q ARE INHERENTLY SUBJECT TO RISKS AND
UNCERTAINTIES, WHICH COULD CAUSE THE COMPANY'S ACTUAL RESULTS TO DIFFER
MATERIALLY FROM THE FORWARD-LOOKING STATEMENTS. CERTAIN OF THE RISKS AND OTHER
IMPORTANT FACTORS WHICH MAY AFFECT THE COMPANY'S READINESS FOR THE YEAR 2000 ARE
DESCRIBED IN THE DISCUSSION BELOW. THAT DISCUSSION OF THOSE RISKS AND OTHER
FACTORS SHOULD BE READ IN CONJUNCTION WITH THE MORE COMPLETE DISCUSSION OF THOSE
AND OTHER RISKS AND IMPORTANT FACTORS AFFECTING THE BUSINESS, OPERATING RESULTS
AND CONDITION OF THE COMPANY UNDER "ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS
OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION - FACTORS THAT MAY AFFECT
FUTURE RESULTS", AND OTHER CAUTIONARY STATEMENTS APPEARING UNDER "ITEM 1.
BUSINESS" AND ELSEWHERE, IN THE COMPANY'S ANNUAL REPORT ON FORM 10-K, AS AMENDED
BY AMENDMENTS NO. 1 AND NO. 2 ON FORM 10-K/A, FOR THE FISCAL YEAR ENDED MARCH
31, 1998.

As the end of the twentieth century nears, there is worldwide concern regarding
the use by many existing computer programs of only the last two digits rather
than four to identify the year in a date field. If not corrected, many computer
applications may fail to treat year dates intended to represent years in the
twenty-first century as such but instead treat them as still in the twentieth
century, potentially resulting in system failure or miscalculations disruptive
of business operations, including, among other things, an inability to initiate,
receive, process, invoice or otherwise complete normal business activities.
These Year 2000 issues affect virtually all companies and organizations.

Year 2000 issues affect both the Company's offerings of computer products and
related services to its customers as well as its own operations. The Year 2000
readiness of the Company's operations in turn involves not only its corporate
information systems but also computer-based systems used directly in the conduct
of its business ("Business Function Systems"), such as hardware and software
engineering design tools, manufacturing equipment and customer service and
maintenance tracking systems. In addition, the Company could also be affected by
the Year 2000 readiness of its customers and of its suppliers of raw materials,
components, peripherals, finished products and software and its providers of
facilities, equipment and services. The costs of the Company's Year 2000
readiness efforts are being funded from the Company's operating cash flows.

With respect to its products, the Company has identified those that are or will
be made Year 2000 ready. Those already- or to-be-made-Year 2000 ready products
represent the existing products which management believes will continue to be a
significant part of the Company's ongoing product line. Customers may continue
to order the Company's other existing products, but with no assurance from the
Company as to their Year 2000 readiness or the

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<PAGE>   4

feasibility or availability of an upgrade path to readiness. All new products
are being designed to be Year 2000 ready.

The Company has completed the software/firmware upgrades for its products which
were identified to be made Year 2000 ready, subject to completion of debugging
activities. Subject to negotiated contractual commitments, the Company will make
the upgrades available free of charge for products purchased after December 31,
1997 which were ordered with the latest software version as of the order date;
an upgrade fee will be charged customers who requested an older software version
when they ordered the equipment. Customers will be responsible for installing
the upgrades, or they may retain the Company to do so for a fee. The costs to
date of upgrading the Company's products to Year 2000 readiness have not been,
and the Company does not expect that the remaining cost of doing so will be,
material to the Company's financial position or results of operations.

The Company has purchased and is working with outside contractors to develop and
install new corporate-wide information systems. Though the new systems were
identified as a strategic business initiative independent of Year 2000
considerations, they are also being designed to make the Company's Information
Systems Year 2000 ready. To date, the Company has installed the following phases
of the new system: key financial reporting; accounting; and services help desk
and contract billing. While the new information systems will be dynamic ones
permitting ongoing improvements as business needs are identified, the basic
operational systems remaining to be installed are the engineering product data
management, order entry, manufacturing and accounts receivable systems. These
complex systems, comprising a substantial portion of the overall new systems
installation, are expected to be substantially completed during the first
quarter of fiscal 2000. 

The total capital expenditure for the new systems installation, including the
addition of interfaces for "bolt-on" enhancements, is presently estimated to be
approximately $28.0 million, together with accelerated expenditures for the
replacement of computer hardware which are anticipated to be approximately $2.4
million. As of December 31, 1998, the Company had spent approximately $22.6
million in capital expenditures and $.5 million on computer hardware
replacement. Those time and cost targets are management's current best estimates
based on presently available information and numerous assumptions. Given the
uncertainties and complexities inherent in any new system installation, there
can be no assurance that the project will be completed within the expected time
and cost parameters.

In addition to the above capitalized expenditures, the Company has incurred 
approximately $2.9 million of non-capitalizable expenses as of December 31, 
1998 related to the new systems installation. These non-capitalizable expenses 
exclude the one-time, after-tax charge of $1.2 million recorded during fiscal 
1998 as a change in accounting principle in accordance with the Financial 
Accounting Standards Board's Emerging Issues Task Force consensus ruling 
"Accounting for Costs Incurred in Connection with a Consulting Contract of an 
Internal Project That Combines Business Process Reengineering and Information 
Technology Transformation". The Company estimates that it may incur an 
additional $1.4 million in non-capitalizable expenses in connection with the 
completion of the initial installation of the new systems.

The Company has engaged an outside consultant to evaluate the Year 2000
readiness of its engineering, manufacturing and customer maintenance and service
Business Function Systems. The consultant's findings and recommendations were
received by the Company February 8, 1999 and are being reviewed and will be
acted upon by the Company team overseeing the study, which includes senior
management from each of the affected functional areas. To the extent any Year
2000 issues are identified, remediation options will include re-writing the
affected software or replacing the affected hardware or software with hardware
or software that is Year 2000 ready. The Company believes that, in general,
replacement, Year 2000 ready hardware and software for its Business Function
Systems are readily available, making that the most likely means of addressing
any remediation needs identified by the consultant. The estimated cost of the
study is immaterial but until the results of the consultant's study are received
and evaluated by the Company, the timetable and cost (though not expected to be
material) for any remediation that may ultimately be required with respect to
the Company's Business Function Systems cannot be estimated.

To the extent that the re-writing of affected software is selected as the means
for remediating any Year 2000 issues, whether in preparing upgrades to Company
products, making Business Function Systems Year 2000 ready or otherwise, given
the technical nature of the task of isolating and correcting non-compliant
programming and the limited internal resources available, and the increasing
demand for available external resources, to perform the work,

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<PAGE>   5


there can be no assurances as to if, when and at what cost any such software
work can be completed.

The Company's own Year 2000 readiness is also affected by the Year 2000
readiness of its customers as well as of its suppliers of raw materials,
components, peripherals, finished products and software and its providers of
facilities, equipment and services and any failure on their part to achieve
readiness in their own operations or with respect to the items they supply or
otherwise provide to the Company. Insofar as no single customer has accounted
for more than ten percent of the Company's revenues in recent fiscal years, the
Company does not anticipate that its operating results will be materially
adversely affected by the failure of any particular customer to itself be Year
2000 ready. The volume of Year 2000 inquiries which the Company has received
from its customers regarding the Year 2000 readiness of the Company products
they use further suggests that the Company's customers are addressing their Year
2000 issues. The Company has made Year 2000 readiness inquiries of the current
suppliers to its engineering, manufacturing and service functions and is
in the initial stages of assessing the responses which are being received. The
Company has also made readiness inquires of its providers of facilities and
related equipment and services (elevators, HVAC, utilities, etc.) and while
still in the process of receiving and assessing the providers' responses, has
not to date identified any significant Year 2000 issues.

There are several possible scenarios which, alone or in aggregate effect, could,
depending on the particular circumstances, materially adversely affect Company's
business and/or its financial results or conditions. These scenarios could
affect the Year 2000 readiness of the Company's own product or service
offerings, disrupt its business operations or negatively impact its operating
results. The Company could be adversely affected by the failure of one or more
of its suppliers of raw materials, components, peripherals, finished products or
software or its providers of facilities, equipment and services to achieve Year
2000 readiness in their own operations or with respect to the items they supply
or otherwise provide to the Company. If such an event were to, or circumstances
indicate that one is likely to, occur, the Company would seek alternative
sources of supply (the Company periodically reviews its sourcing options as part
of its general operating procedures independent of Year 2000 concerns) or seek
to develop or obtain a software upgrade to make the affected item Year 2000
ready. As with all businesses such as the Company engaged in some facet of the
computer industry, there is a risk that the Company's customers may, in advance
of or after the change in the millennium, experience Year 2000 failures or other
difficulties in their use of computer systems comprised of or incorporating
products or services furnished by the Company and may commence legal action or
other compensation for their resulting losses; such legal actions, even if not
ultimately determined adversely to the Company, would likely involve significant
defense costs to the Company, particularly where the combination of products
and/or services of several different vendors in addition to the Company in the
subject customer system presents complex issues for isolating the cause of the
Year 2000 problem and determining the vendor responsible for that problem.
Disruptions in the economy generally, domestically and/or in foreign countries,
resulting from Year 2000 issues could also materially affect the Company. At
this time, the Company does not believe that the likelihood of any of the above
scenarios occurring can be reliably predicted, or that the nature or extent of
their possible adverse effects on the Company, can be reasonably estimated.
Though the Company currently does not have formal contingency plans in place to
address any particular possible Year 2000 scenario, the Company intends to
develop appropriate contingency plans if and when any significant risks relating
to its Year 2000 readiness can be more definitely identified.

                                       5

<PAGE>   6



PART II. OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

On September 21, 1993, a derivative Complaint was filed in the Court of Chancery
of the State of Delaware, in and for Newcastle County, by an alleged stockholder
of the Company derivatively on behalf of Telxon. The named defendants are the
Company; Robert F. Meyerson, former Chairman of the Board, Chief Executive
Officer and director; Dan R. Wipff, then President, Chief Operating Officer and
Chief Financial Officer and director; Robert A. Goodman, Corporate Secretary and
outside director; Norton W. Rose, outside director; and Dr. Raj Reddy, outside
director. The Complaint alleges breach of fiduciary duty to the Company and
waste of the Company's assets in connection with certain transactions entered
into by Telxon and compensation amounts paid by the Company. The Complaint seeks
an accounting, injunction, rescission, attorney's fees and costs. While the
Company is nominally a defendant in this derivative action, no monetary relief
is sought by the plaintiff from the Company. On November 12, 1993, Telxon and
the individual director defendants filed a Motion to Dismiss. The plaintiff
filed his brief in opposition to the Motion on May 2, 1994, and the defendants
filed a final responsive brief. The Motion was argued before the Court on March
29, 1995, and on July 18, 1995, the Court issued its ruling. The Court dismissed
all of the claims relating to the plaintiff's allegations of corporate waste;
however, the claims relating to breach of fiduciary duty survived the Motion to
Dismiss.

On October 31, 1996, plaintiff's counsel filed a Motion to Intervene in the
derivative action on behalf of a new plaintiff stockholder. As part of the
Motion to Intervene, the intervening plaintiff asked that the Court designate as
operative for the action the intervening plaintiff's proposed Complaint, which
alleges that a series of transactions in which the Company acquired technology
from a corporation affiliated with Mr. Meyerson was wrongful in that Telxon
already owned the technology by means of a pre-existing consulting agreement
with another affiliate of Mr. Meyerson; the intervenor's complaint also names
Raymond D. Meyo, President, Chief Executive Officer and director at the time of
the first acquisition transaction, as a new defendant. The defendants opposed
the Motion of grounds that the new claim alleged in the proposed Complaint and
the addition of Mr. Meyo were time-barred by the statute of limitations and the
intervening plaintiff did not satisfy the standards for intervention. After
taking legal briefs, the Court ruled on June 13, 1997, to permit the
intervention. On March 18, 1998, defendant Meyo filed a Motion for Judgement on
the Pleadings (as to himself), in response to which Plaintiff filed its Answer
and Brief in Opposition. The Motion was argued before the Court on November 4,
1998, and was granted from the bench, dismissing Meyo as a defendant in the
case. The post-intervention claims are the subject of ongoing discovery, and no
deadline for the completion of the discovery has yet been set by the Court.

The defendants believe that the post-intervention claims lack merit, and they
intend to continue vigorously defending this action. While the ultimate outcome
of this action cannot presently be determined, the Company does not anticipate
that this matter will have a material adverse effect on the Company's
consolidated financial position, results of operations or cash flows and
accordingly has not made provisions for any loss or related insurance recovery
in its financial statements.

On February 17, 1998, a complaint was filed against the Company in the District
Court of Harris County, Texas, by Southwest Business Properties, the landlord of
the Company's former Wynnwood Lane facility in Houston, Texas. The complaint
alleges counts for breach of contract and temporary and permanent injunctive
relief, all related to alleged environmental contamination at the Wynnwood
property, and seeks specific performance, unspecified monetary damages for all
injuries suffered by plaintiff, payment

                                       6
<PAGE>   7

of pre-judgement interest, attorneys' fees and costs and other unspecified
relief. In its Answer, Telxon denied plaintiff's allegations. No hearing has
been had on, or is currently scheduled for, plaintiff's claim for temporary
injunctive relief. The trial previously scheduled for March 8, 1999 has been
reset to commence on a day during the Court's two week docket beginning October 
25, 1999, with the specific trial date to be set by the Court at that time. If
the Company were ultimately to become responsible for the alleged
contamination, the associated loss could have a material adverse effect on
results of operations for one or more quarters in which the associated
charge(s) would be taken. Telxon believes that these claims lack merit, and it
intends to vigorously defend this action.

On May 8, 1998, two class action suits were filed in the Court of Chancery of
the State of Delaware, in and for the County of New Castle, by certain alleged
stockholders of Telxon on behalf of themselves and purported classes consisting
of Telxon stockholders, other than defendants and their affiliates, relating to
an alleged offer by Symbol Technologies, Inc. ("Symbol") to acquire the Company.
The named defendants are Telxon and its current Board of Directors, namely,
Frank E. Brick, Robert A. Goodman, Dr. Raj Reddy, John H. Cribb, Richard J.
Bogomolny, and Norton W. Rose.

The plaintiffs allege that on April 21, 1998, Symbol made an offer to purchase
Telxon for $38.00 per share in cash and that on May 8, 1998, Telxon rejected
Symbol's proposal. Plaintiffs further allege that Telxon has certain
anti-takeover devices in place purportedly designed to thwart hostile bids for
the Company. Plaintiffs charge the Director defendants with breach of fiduciary
duty and claim that they are entrenching themselves in office. The plaintiffs
seek certification of the purported class, unspecified compensatory damages,
equitable and/or injunctive relief requiring the defendants to act in specified
manners consistent with the defendant Directors' fiduciary duties, and payment
of attorney's fees and costs. The parties have stipulated that the plaintiffs
will file an Amended Complaint and that the defendants will answer only the
Amended Complaint.

On June 2, 1998, the Court ordered consolidation of the above-captioned cases.
This action is in its early stages, with no scheduling order having been issued
by the Court; discovery has not yet commenced. The defendants believe that these
claims lack merit and intend to vigorously defend the consolidated action.

In December 1998 and January and February 1999, a total of 26 class actions were
filed in the United States District Court, Northern District of Ohio, by certain
alleged stockholders of the Company on behalf of themselves and purported
classes consisting of Telxon stockholders, other than the defendants and their
affiliates, who purchased stock during the period May 8, 1998 and January 27,
1999 or various portions thereof. The named defendants are the Company,
President and Chief Executive Officer Frank E. Brick, and Senior Vice President
and Chief Financial Officer Kenneth W. Haver. On February 9, 1999, the
plaintiffs filed a Motion to Consolidate all of the actions. The complaints
allege claims for "fraud on the market" arising from alleged misrepresentations
and omissions with respect to the Company's financial performance and prospects
and an alleged GAAP violation by improperly recognizing revenues. Each complaint
seeks certification of its purported class, unspecified compensatory damages,
interest, attorneys' fees and costs. The defendants believe that these claims
lack merit and they intend to vigorously defend these actions. Defendants
anticipate filing a Motion to Dismiss.

By letter dated December 18, 1998, the Staff of the Division of Enforcement of
the Securities and Exchange Commission advised the Company that it was
conducting a preliminary, informal inquiry into trading of the securities of the
Company at or about the time of the Company's December 11, 1998 press release
announcing that the Company would be restating the revenues for its second
fiscal quarter ended September 30, 1998. In cooperation with the informal
inquiry, the Company has voluntarily provided certain responsive information to
the Staff. On January 20, 1999, the Commission issued a formal Order Directing
Private Investigation And Designating Officers To Take Testimony with respect to
the referenced trading and specified accounting matters, pursuant to which a
subpoena duces tecum was served on the Company on February 11, 1999 requiring
the production of specified documents. The Company intends to continue
cooperating fully with the Staff.

In the event that any of the foregoing litigation ultimately results in a money
judgment against the Company or is otherwise determined adversely to the Company
by a court of competent jurisdiction, such adverse determination may adversely
affect the Company's conduct of its business and the results and condition
thereof.

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

         (a)         Exhibits required by Item 601 of Regulation S-K:

                     3.1       Restated Certificate of Incorporation of
                               Registrant, incorporated herein by reference to
                               Exhibit No. 2(b) to Registrant's Registration
                               Statement on Form 8-A with respect to its Common
                               Stock filed pursuant to Section 12(g) of the
                               Securities Exchange Act, as amended by Amendment
                               No. 1 thereto filed under cover of a Form 8 and
                               Amendment No. 2 thereto filed on Form 8-A/A.


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                     3.2       Amended and Restated By-Laws of Registrant, as
                               amended, incorporated herein by reference to
                               Exhibit No. 2(b) to Registrant's Registration
                               Statement on Form 8-A with respect to its Common
                               Stock filed pursuant to Section 12(g) of the
                               Securities Exchange Act, as amended by Amendment
                               No. 1 thereto filed under cover of a Form 8 and
                               Amendment No. 2 thereto filed on Form 8-A/A.

                     4.1       Portions of the Restated Certificate of
                               Incorporation of Registrant pertaining to the
                               rights of holders of Registrant's Common Stock,
                               par value $.01 per share, incorporated herein by
                               reference to Exhibit No. 2(b) to Registrant's
                               Registration Statement on Form 8-A with respect
                               to its Common Stock filed pursuant to Section
                               12(g) of the Securities Exchange Act, as amended
                               by Amendment No. 1 thereto filed under cover of a
                               Form 8 and Amendment No. 2 thereto filed on Form
                               8-A/A.

                     4.2       Text of form of Certificate for Registrant's
                               Common Stock, par value $.01 per share, and
                               description of graphic and image material
                               appearing thereon, incorporated herein by
                               reference to Exhibit 4.2 to Registrant's Form
                               10-Q for the quarter ended June 30, 1995.

                     4.3       Rights Agreement between Registrant and KeyBank
                               National Association, as Rights Agent, dated as
                               of August 25, 1987, as amended and restated as of
                               July 31, 1996, incorporated herein by reference
                               to Exhibit 4 to Registrant's Form 8-K dated
                               August 5, 1996.

                               4.3.1       Form of Rights Certificate (included
                                           as Exhibit A to the Rights Agreement
                                           included as Exhibit 4.3 above).
                                           Until the Distribution Date (as
                                           defined in the Rights Agreement),
                                           the Rights Agreement provides that
                                           the common stock purchase rights
                                           created thereunder are evidenced by
                                           the certificates for Registrant's
                                           Common Stock (the text of which and
                                           description thereof is included as
                                           Exhibit 4.2 above, which stock
                                           certificates are deemed also to be
                                           certificates for such common stock
                                           purchase rights) and not by separate
                                           Rights Certificates; as soon as
                                           practicable after the Distribution
                                           Date, Rights Certificates will be
                                           mailed to each holder of
                                           Registrant's Common Stock as of the
                                           close of business on the
                                           Distribution Date.

                               4.3.2       Letter agreement among Registrant,
                                           KeyBank National Association and
                                           Harris Trust and Savings Bank, dated
                                           June 11, 1997, with respect to the
                                           appointment of Harris Trust and
                                           Savings Bank as successor Rights
                                           Agent under the Rights Agreement
                                           included as Exhibit 4.3 above,
                                           incorporated herein by reference to
                                           Exhibit 4.3.2 to Registrant's Form
                                           10-K for the year ended March 31,
                                           1997.


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<PAGE>   9



                     4.4       Indenture by and between Registrant and
                               AmeriTrust Company National Association, as
                               Trustee, dated as of June 1, 1987, regarding
                               Registrant's 7-1/2% Convertible Subordinated
                               Debentures Due 2012, incorporated herein by
                               reference to Exhibit 4.2 to Registrant's
                               Registration Statement on Form S-3, Registration
                               No. 33-14348, filed May 18, 1987.

                               4.4.1       Form of Registrant's 7-1/2%
                                           Convertible Subordinated Debentures
                                           Due 2012 (set forth in the Indenture
                                           included as Exhibit 4.4 above).

                     4.5       Indenture by and between Registrant and Bank One
                               Trust Company, N.A., as Trustee, dated as of
                               December 1, 1995, regarding Registrant's 5-3/4%
                               Convertible Subordinated Notes due 2003,
                               incorporated herein by reference to Exhibit 4.1
                               to Registrant's Registration Statement on Form
                               S-3, Registration No. 333-1189, filed
                               February 23, 1996.

                               4.5.1       Form of Registrant's 5-3/4%
                                           Convertible Subordinated Notes due
                                           2003 issued under the Indenture
                                           included as Exhibit 4.5 above,
                                           incorporated herein by reference to
                                           Exhibit 4.2 to Registrant's
                                           Registration Statement on Form S-3,
                                           Registration No. 333-1189, filed
                                           February 23, 1996.

                               4.5.2       Registration Rights Agreement by and
                                           among Registrant and Hambrecht &
                                           Quist LLC and Prudential Securities
                                           Incorporated, as the Initial
                                           Purchasers of Registrant's 5-3/4%
                                           Convertible Subordinated Notes due
                                           2003, with respect to the
                                           registration of said Notes under
                                           applicable securities laws,
                                           incorporated herein by reference to
                                           Exhibit 4.3 to Registrant's
                                           Registration Statement on Form S-3,
                                           Registration No. 333-1189, filed 
                                           February 23, 1996.

                     10.1      Compensation and Benefits Plans of  Registrant.

                               10.1.1      Amended and Restated Retirement and
                                           Uniform Matching Profit-Sharing Plan
                                           of Registrant, effective July 1,
                                           1993, incorporated herein by
                                           reference to Exhibit 10.1.1 to
                                           Registrant's Form 10-K for the year
                                           ended March 31, 1994.

                                           10.1.1.a        Amendment, dated
                                                           January 1, 1994, to
                                                           the Plan included as
                                                           Exhibit 10.1.1 above,
                                                           incorporated herein
                                                           by reference to
                                                           Exhibit 10.1.1.a to
                                                           Registrant's Form
                                                           10-K for the year
                                                           ended March 31, 1994.

                                           10.1.1.b        Amendment, dated
                                                           April 1, 1994, to the
                                                           Plan included as
                                                           Exhibit 10.1.1 above,
                                                           incorporated herein
                                                           by reference to
                                                           Exhibit 10.1.1.b to
                                                           Registrant's Form
                                                           10-K for the year
                                                           ended March 31, 1994.

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<PAGE>   10

                                           10.1.1.c        Amendment, dated
                                                           January 1, 1994, to
                                                           the Plan included as
                                                           Exhibit 10.1.1 above,
                                                           incorporated herein
                                                           by reference to
                                                           Exhibit 10.1.1.c to
                                                           Registrant's Form
                                                           10-Q for the quarter
                                                           ended December 31,
                                                           1994.

                               10.1.2      1990 Stock Option Plan for employees
                                           of Registrant, as amended,
                                           incorporated herein by reference to
                                           Exhibit 10.1.2 to Registrant's Form
                                           10-Q for the quarter ended September
                                           30, 1997.

                               10.1.3      1990 Stock Option Plan for
                                           Non-Employee Directors of Registrant,
                                           as amended, incorporated herein by
                                           reference to Exhibit 10.1.3 to
                                           Registrant's Form 10-Q for the
                                           quarter ended September 30, 1998.

                               10.1.4      Non-Qualified Stock Option Agreement
                                           between Registrant and Raj Reddy,
                                           dated as of October 17, 1988,
                                           incorporated herein by reference to
                                           Exhibit 10.1.6 to Registrant's Form
                                           10-K for the year ended March 31,
                                           1994.

                                           10.1.4.a        Description of
                                                           amendments extending
                                                           the term of the
                                                           Agreement included as
                                                           Exhibit 10.1.4 above,
                                                           incorporated herein
                                                           by reference to
                                                           Exhibit 10.1.4.a to
                                                           Registrant's Form
                                                           10-Q for the quarter
                                                           ended September 30,
                                                           1998.

                               10.1.5      1992 Restricted Stock Plan of 
                                           Registrant, as amended, filed 
                                           herewith.

                               10.1.6      1995 Employee Stock Purchase Plan of
                                           Registrant, as amended, incorporated
                                           herein by reference to Exhibit 10.1.7
                                           to Registrant's Form 10-Q for the
                                           quarter ended September 30, 1995.

                               10.1.7      1996 Stock Option Plan for employees,
                                           directors and advisors of Aironet
                                           Wireless Communications, Inc., a
                                           subsidiary of Registrant,
                                           incorporated herein by reference to
                                           Exhibit 10.1.7 to Registrant's Form
                                           10-K for the year ended March 31,
                                           1997.

                                           10.1.7.a        Amended and Restated
                                                           1996 Stock Option
                                                           Plan for employees,
                                                           directors and
                                                           advisors of Aironet
                                                           Wireless
                                                           Communications, Inc.,
                                                           a subsidiary of
                                                           Registrant,
                                                           incorporated herein
                                                           by reference to
                                                           Exhibit 10.1.7.a to
                                                           Registrant's Form
                                                           10-K for the year
                                                           ended March 31, 1998.

                               10.1.8      Non-Competition Agreement by and
                                           between Registrant and Robert F.
                                           Meyerson, effective February 27,
                                           1997, incorporated herein by
                                           reference to Exhibit 10.1.8 to
                                           Registrant's Form 10-K for the year
                                           ended March 31, 1997.


                                       10
<PAGE>   11



                               10.1.9      Employment Agreement between
                                           Registrant and Frank E. Brick,
                                           incorporated herein by reference to
                                           Exhibit 10.1.9 to Registrant's Form
                                           10-K for the year ended March 31,
                                           1998.

                                           10.1.9.a      1997 Section 162(m)
                                                         Performance-Based
                                                         Compensation Plan of
                                                         Registrant with respect
                                                         to its President and
                                                         Chief Executive Officer
                                                         adopted by the
                                                         Performance-Based
                                                         Compensation Committee
                                                         of Registrant's Board
                                                         of Directors and
                                                         approved by
                                                         Registrant's
                                                         Stockholders at the
                                                         Annual Meeting thereof,
                                                         held September 10,
                                                         1997, incorporated
                                                         herein by reference to
                                                         Exhibit 10.1.9.a to
                                                         Registrant's Form 10-K
                                                         for the year ended
                                                         March 31, 1998.


                               10.1.10     Amended and Restated Employment
                                           Agreement between Registrant and
                                           James G. Cleveland, effective as of
                                           April 1, 1997, incorporated herein by
                                           reference to Exhibit 10.1.10 to
                                           Registrant's Form 10-K for the year
                                           ended March 31, 1998.

                               10.1.11     Amended and Restated Employment
                                           Agreement between Registrant and
                                           Kenneth W. Haver, effective as of
                                           April 1, 1997, incorporated herein by
                                           reference to Exhibit 10.1.11 to
                                           Registrant's Form 10-K for the year
                                           ended March 31, 1998.

                               10.1.12     Amended and Restated Employment
                                           Agreement between Registrant and
                                           David W. Porter, effective as of
                                           April 1, 1997, incorporated herein by
                                           reference to Exhibit 10.1.13 to
                                           Registrant's Form 10-K for the year
                                           ended March 31, 1998.

                               10.1.13     Amended and Restated Employment
                                           Agreement between Registrant and
                                           Danny R. Wipff, effective as of April
                                           1, 1997, incorporated herein by
                                           reference to Exhibit 10.1.14 to
                                           Registrant's Form 10-K for the year
                                           ended March 31, 1998.

                               10.1.14     Description of Key Employee Retention
                                           Program, incorporated herein by
                                           reference to Exhibit 10.1.15 to
                                           Registrant's Form 10-K for the year
                                           ended March 31, 1998.

                                           10.1.14.a       Form of letter
                                                           agreement made with
                                                           key employees
                                                           selected under the
                                                           retention program
                                                           described in Exhibit
                                                           10.1.15 above,
                                                           incorporated herein
                                                           by reference to
                                                           Exhibit 10.1.15.a to
                                                           Registrant's Form
                                                           10-K for the year
                                                           ended March 31, 1998.


                                       11
<PAGE>   12



                               10.1.15     Letter agreement of Registrant with
                                           Robert A. Goodman, dated as of
                                           December 29, 1997 and executed and
                                           delivered January 20, 1998, for
                                           continued consulting services
                                           following certain changes in his law
                                           practice, incorporated herein by
                                           reference to Exhibit 10.1.17 to
                                           Registrant's Form 10-K for the year
                                           ended March 31, 1998.

                     10.2      Material Leases of Registrant.

                               10.2.1      Lease between Registrant and 3330 W.
                                           Market Properties, dated as of
                                           December 30, 1986, for premises at 
                                           3330 West Market Street, Akron, Ohio,
                                           incorporated herein by reference  
                                           to Exhibit 10.2.1 to Registrant's  
                                           Form 10-K for the year ended 
                                           March 31, 1994.

                               10.2.2      Lease Agreement between The Woodlands
                                           Commercial Properties Company, L.P.
                                           and Registrant, made and entered into
                                           as of January 16, 1998, including
                                           Rider No. 1 thereto, for premises at
                                           8302 New Trails Drive, The Woodlands,
                                           Texas, incorporated herein by
                                           reference to Exhibit 10.2.2 to
                                           Registrant's Form 10-K for the year
                                           ended March 31, 1998.

                               10.2.3      Standard Office Lease (Modified Net
                                           Lease) between Registrant and John D.
                                           Dellagnese III, dated as of July 19,
                                           1995, for premises at 3875 Embassy 
                                           Parkway, Bath, Ohio, including an 
                                           Addendum thereto, incorporated herein
                                           by reference to Exhibit 10.2.4 to 
                                           Registrant's Form 10-K for the year 
                                           ended March 31, 1996.

                                           10.2.3.a        Second Addendum,
                                                           dated as of October
                                                           5, 1995, to the Lease
                                                           included as Exhibit
                                                           10.2.3 above,
                                                           incorporated herein
                                                           by reference to
                                                           Exhibit 10.2.4.a to
                                                           Registrant's Form
                                                           10-K for the year
                                                           ended March 31, 1996.

                                           10.2.3.b        Third Addendum, dated
                                                           as of March 1, 1996,
                                                           to the Lease included
                                                           as Exhibit 10.2.3
                                                           above, incorporated
                                                           herein by reference
                                                           to Exhibit 10.2.4.b
                                                           to Registrant's Form
                                                           10-K for the year
                                                           ended March 31, 1996.

                                           10.2.3.c        Fourth Addendum,
                                                           dated as of April 16,
                                                           1996, to the Lease
                                                           included as Exhibit
                                                           10.2.3 above,
                                                           incorporated herein
                                                           by reference to
                                                           Exhibit 10.2.2.c to
                                                           Registrant's Form
                                                           10-Q for the quarter
                                                           ended June 30, 1997.

                                           10.2.3.d        Fifth Addendum, dated
                                                           as of June 24, 1997,
                                                           to the Lease included
                                                           as Exhibit 10.2.3
                                                           above, incorporated
                                                           herein by reference
                                                           to Exhibit 10.2.2.d
                                                           to Registrant's Form
                                                           10-Q for the quarter
                                                           ended June 30, 1997.


                                       12
<PAGE>   13



                                           10.2.3.e        Sixth Addendum, dated
                                                           as of March, 1998, to
                                                           the Lease included as
                                                           Exhibit 10.2.3 above,
                                                           incorporated herein
                                                           by reference to
                                                           Exhibit 10.2.3.e to
                                                           Registrant's Form
                                                           10-Q for the quarter
                                                           ended September 30,
                                                           1998.

                                           10.2.3.f        Seventh Addendum,
                                                           dated as of July 20,
                                                           1998, to the Lease
                                                           included as Exhibit
                                                           10.2.3 above,
                                                           incorporated herein
                                                           by reference to
                                                           Exhibit 10.2.3.f to
                                                           Registrant's Form
                                                           10-Q for the quarter
                                                           ended September 30,
                                                           1998.

                                           10.2.3.g        Eighth Addendum,
                                                           dated as of September
                                                           8, 1998, to the Lease
                                                           included as Exhibit
                                                           10.2.3 above,
                                                           incorporated herein
                                                           by reference to
                                                           Exhibit 10.2.3.g to
                                                           Registrant's Form
                                                           10-Q for the quarter
                                                           ended September 30,
                                                           1998.

                               10.2.4      Lease Contract between Desarrollos \
                                           Inmobiliarios Paso del Norte, S.A. de
                                           C.V. and Productos y Servicios de
                                           Telxon, S.A. de C.V., a subsidiary of
                                           Registrant, for premises in Ciudad 
                                           Juarez, Chihuahua, Mexico, made and 
                                           entered into as of April 10, 1997,
                                           incorporated herein by reference to
                                           Exhibit 10.2.4 to Registrant's Form
                                           10-K for the year ended March 31,
                                           1998.

                     10.3      Credit Agreements of Registrant.

                               10.3.1      Credit Agreement by and among
                                           Registrant, the lenders party thereto
                                           from time to time and The Bank of New
                                           York, as letter of credit issuer,
                                           swing line lender and agent for the
                                           lenders, dated as of March 8, 1996,
                                           incorporated herein by reference to
                                           Exhibit 10.3.2 to Registrant's Form
                                           10-K for the year ended March 31,
                                           1996.

                                           10.3.1.a        Amendment No. 1,
                                                           dated as of August 6,
                                                           1996, to the
                                                           Agreement included as
                                                           Exhibit 10.3.1 above,
                                                           incorporated herein
                                                           by reference to
                                                           Exhibit 10.3.2.a to
                                                           Registrant's Form 8-K
                                                           dated August 16,
                                                           1996.

                                           10.3.1.b        Security Agreement,
                                                           dated as of August 6,
                                                           1996, by and among
                                                           Registrant and The
                                                           Bank of New York, as
                                                           Agent, incorporated
                                                           herein by reference
                                                           to Exhibit 10.3.2.b
                                                           to Registrant's Form
                                                           8-K dated August 16,
                                                           1996.

                                           10.3.1.c        Amendment No. 2,
                                                           dated as of December
                                                           16, 1996, to the
                                                           Agreement included as
                                                           Exhibit 10.3.1 above,
                                                           incorporated herein
                                                           by reference to
                                                           Exhibit 10.3.2.c to
                                                           Registrant's Form 8-K
                                                           dated December 16,
                                                           1996.

                                       13
<PAGE>   14

                                           10.3.1.d        Amendment No. 3,
                                                           dated as of December
                                                           12, 1997, to the
                                                           Agreement included as
                                                           Exhibit 10.3.1 above,
                                                           included herein by
                                                           reference to Exhibit
                                                           10.3.1.d to
                                                           Registrant's Form
                                                           10-K for the year
                                                           ended March 31, 1998.

                                           10.3.1.e        Waiver and Agreement,
                                                           dated as of December
                                                           29, 1998, with
                                                           respect to the
                                                           Agreement included as
                                                           Exhibit 10.3.1 above,
                                                           filed herewith.

                                           10.3.1.f        Waiver Extension and
                                                           Agreement, dated as
                                                           of February 12, 1999,
                                                           with respect to the
                                                           Agreement included as
                                                           Exhibit 10.3.1 above,
                                                           filed herewith.

                               10.3.2      Business Purpose Revolving Promissory
                                           Note (Swing Line) made by Registrant
                                           in favor of Bank One, Akron, N.A.,
                                           dated August 6, 1996, incorporated
                                           herein by reference to Exhibit 10.3.8
                                           to Registrant's Form 8-K dated August
                                           16, 1996.

                                           10.3.2.a        Bank One Security
                                                           Agreement, dated as
                                                           of August 6, 1996, by
                                                           and among Registrant
                                                           and Bank One, Akron
                                                           N.A., incorporated
                                                           herein by reference
                                                           to Exhibit 10.3.8.a
                                                           to Registrant's Form
                                                           8-K dated August 16,
                                                           1996.

                               10.3.3      Business Purpose Revolving Promissory
                                           Note (Swing Line) made by Registrant
                                           in favor of Bank One, NA (fka Bank
                                           One, Akron, N.A.), dated August 5,
                                           1997 (extending the credit facility
                                           evidenced by the Note included as
                                           Exhibit 10.3.2 above), incorporated
                                           herein by reference to Exhibit 10.3.8
                                           to Registrant's Form 10-Q for the
                                           quarter ended June 30, 1997.

                               10.3.4      Business Purpose Revolving Promissory
                                           Note (Swing Line) made by Registrant
                                           in favor of Bank One, NA (fka Bank
                                           One, Akron, N.A.), dated August 4,
                                           1998 (extending the credit facility
                                           evidenced by the Note included as
                                           Exhibit 10.3.3 above), filed with the
                                           Original Filing.

                                           10.3.4.a        Consent, dated as of
                                                           December 29, 1998,
                                                           with respect to the
                                                           Note included as
                                                           Exhibit 10.3.4 above,
                                                           filed herewith.

                                           10.3.4.b        Further Consent,
                                                           dated as of February
                                                           12, 1999, with
                                                           respect to the Note
                                                           included as Exhibit
                                                           10.3.4 above, filed
                                                           herewith.

                     10.4      Amended and Restated Agreement between Registrant
                               and Symbol Technologies, Inc., dated as of
                               September 30, 1992, incorporated herein by
                               reference to Exhibit 10.4 to Registrant's Form
                               10-K for the year ended March 31, 1998.

                                       14
<PAGE>   15

                     10.5      License, Rights, and Supply Agreement between
                               Aironet Wireless Communications, Inc., a
                               subsidiary of Registrant, and Registrant, dated
                               as of March 31, 1998, incorporated herein by
                               reference to Exhibit 10.5 to Registrant's Form
                               10-K for the year ended March 31, 1998.

                     10.6      Agreement of Purchase and Sale of Assets by and
                               among Vision Newco, Inc., a subsidiary of
                               Registrant, Virtual Vision, Inc., as debtor and
                               debtor in possession, and the Official Unsecured
                               Creditors' Committee, on behalf of the bankruptcy
                               estate of Virtual Vision, dated as of July 13,
                               1995, incorporated herein by reference to Exhibit
                               10.8 to Registrant's Form 10-Q for the quarter
                               ended June 30, 1995.

                     10.7      Stock Purchase Agreement by and among Registrant
                               and FED Corporation, dated as of March 31, 1998,
                               with respect to FED Corporation's purchase of all
                               of the stock of Virtual Vision, Inc. (fka Vision
                               Newco, Inc.), incorporated herein by reference to
                               Exhibit 10.7 to Registrant's Form 10-K for the
                               year ended March 31, 1998.

                               10.7.1      Escrow Agreement by and among FED
                                           Corporation, Registrant and First
                                           Union National Bank, with respect to
                                           the transactions under the Stock
                                           Purchase Agreement included as
                                           Exhibit 10.7 above, incorporated
                                           herein by reference to Exhibit 10.7.1
                                           to Registrant's Form 10-K for the
                                           year ended March 31, 1998.

                     10.8      Subscription Agreement by and among New Meta
                               Licensing Corporation, a subsidiary of
                               Registrant, and certain officers of Registrant as
                               Purchasers, dated as of September 19, 1995,
                               incorporated herein by reference to Exhibit 10.8
                               to Registrant's Form 10-Q for the quarter ended
                               September 30, 1995.

                     10.9      Amended and Restated Shareholder Agreement by and
                               among Metanetics Corporation fka New Meta
                               Licensing Corporation, and its Shareholders,
                               including the officers of Registrant party to the
                               Agreement included as Exhibit 10.8 above, dated
                               as of March 28, 1996, incorporated herein by
                               reference to Exhibit 10.9.3 to Registrant's Form
                               10-K for the year ended March 31, 1996.

                     10.10     First Amendment, dated as of March 30, 1996, to
                               the Agreement included as Exhibit 10.9 above,
                               incorporated herein by reference to Exhibit
                               10.9.4 to Registrant's Form 10-K for the year
                               ended March 31, 1996.

                     10.11     Stock Purchase Agreement by and among Meta
                               Holding Corporation, a subsidiary of Registrant,
                               and certain officers of Registrant as Purchasers,
                               dated as of March 30, 1996, incorporated herein
                               by reference to Exhibit 10.8 to Registrant's Form
                               10-K for the year ended March 31, 1997.

                                       15

<PAGE>   16



                     10.12     Stock Purchase Agreement by and between
                               Metanetics Corporation, a subsidiary of
                               Registrant fka New Meta Licensing Corporation,
                               and Accipiter II, Inc., dated as of September 30,
                               1996, incorporated herein by reference to Exhibit
                               10.8 to Registrant's Form 10-Q for the quarter
                               ended September 30, 1996.

                     10.13     Stock Purchase Agreement by and between
                               Registrant and Telantis Capital, Inc., dated as
                               of March 31, 1997, incorporated herein by
                               reference to Exhibit 10.10 to Registrant's Form
                               10-K for the year ended March 31, 1997.

                     10.14     Subscription Agreement by and among Aironet
                               Wireless Communications, Inc., a subsidiary of
                               Registrant, and the investors who executed the
                               same, dated as of March 31, 1998, incorporated
                               herein by reference to Exhibit 10.14 to
                               Registrant's Form 10-K for the year ended March
                               31, 1998.

                               10.14.1     Form of Warrant issued pursuant to
                                           the Subscription Agreement included
                                           as Exhibit 10.14 above, incorporated
                                           herein by reference to Exhibit
                                           10.14.1 to Registrant's Form 10-K for
                                           the year ended March 31, 1998.

                               10.14.2     Stockholders Agreement by and among
                                           Aironet Wireless Communications, Inc.
                                           and its Stockholders party thereto,
                                           including Registrant and the
                                           investors party to the Subscription
                                           Agreement included as Exhibit 10.14
                                           above, entered into as of March 31,
                                           1998 in connection with the
                                           transactions under the Subscription
                                           Agreement, incorporated herein by
                                           reference to Exhibit 10.14.2 to
                                           Registrant's Form 10-K for the year
                                           ended March 31, 1998.

                               10.14.3     Registration Rights Agreement by and
                                           among Aironet Wireless
                                           Communications, Inc. and certain of
                                           its security holders, including
                                           Registrant and the investors party to
                                           the Subscription Agreement included
                                           as Exhibit 10.14 above, entered into
                                           as of March 31, 1998 in connection
                                           with the transactions under the
                                           Subscription Agreement, incorporated
                                           herein by reference to Exhibit
                                           10.14.3 to Registrant's Form 10-K for
                                           the year ended March 31, 1998.

                     10.15     DFS Vendor Agreement between Registrant and 
                               Deutsche Financial Services Corporation, dated as
                               of September 30, 1998, filed herewith.

         27.         Financial Data Schedule as of December 31, 1998 (insofar as
                     the Registrant is filing a Form 12b-25 with respect to the
                     unavailability of the Registrant's financial statements for
                     the period covered by this Quarterly Report on Form 10-Q as
                     of the due date therefor, this Exhibit has been omitted).

         (b)         Reports on Form 8-K

          During the second quarter of fiscal 1999 to which this Form 10-Q
relates, the Registrant filed the following Current Reports on Form 8-K: (i)
Current Report dated October 20, 1998, attaching the Registrant's press release
of that date which announced its financial results for the second quarter of
fiscal 1999, and the six month period, ended September 30, 1998 (the press
release, as incorporated in the Form 8-K, includes consolidated

                                       16
<PAGE>   17

                                                                            
balance sheets for the Registrant for September 30, 1998 (unaudited), and March
31, 1998, and condensed consolidated statements of operations for the quarterly
and six- month periods (unaudited) ended September 30, 1998 and 1997); and (ii)
Current Report dated December 11, 1998, attaching the Registrant's press release
of that date (the December Release"), which announced that it would restate 
the previously released financial results for its second quarter, ended 
September 30, 1998, of its 1999 fiscal year to reflect a change in the timing of
recognizing revenues financed under a new floor-plan arrangement to a segment 
of its value-added distributor channel and that its revenues and earnings for
fiscal 1999 are anticipated to be negatively affected as a result of unexpected
delays in the general availability of certain models of its pen-based product
line and lower than expected demand from U.S. customers.

          Subsequent to the end of the third quarter of fiscal 1999, the Company
filed a Current Report on Form 8-K dated January 27, 1999, attaching the
Registrant's press release of that date which announced that its financial
results for the third quarter, ended December 31, 1998, of its 1999 fiscal
year, and the restated results for the fiscal year 1999 second quarter, ended
September 30, 1998, the need for which restatement was announced in the
December Release, had been rescheduled to mid-February pending the completion
of a review of certain judgmental accounting matters with its outside auditors
and also updated certain of the information contained in the December Release
concerning the Company's expectations for the fiscal 1999 third and fourth
quarters and the full year, stating that revenues were expected to be under
$100 million with less than targeted gross margins in the third quarter and
below prior year levels for the full year, and that a loss was expected for the
fourth quarter and the full year.

                                       17
<PAGE>   18



                               TELXON CORPORATION

                                    SIGNATURE

         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.

Date: February 16, 1999

                                                TELXON CORPORATION
                                                (Registrant)

                                                /s/ KENNETH W. HAVER
                                                Kenneth W. Haver, Senior
                                                Vice President and Chief
                                                Financial Officer





                                       18
<PAGE>   19




                               TELXON CORPORATION

                                      -----


                                    EXHIBITS

                                       TO

                                    FORM 10-Q

                     FOR THE QUARTER ENDED DECEMBER 31, 1998


<PAGE>   20



                                INDEX TO EXHIBITS

WHERE
FILED
-----

*                 3.1         Restated Certificate of Incorporation of
                              Registrant, incorporated herein by reference to
                              Exhibit No. 2(b) to Registrant's Registration
                              Statement on Form 8-A with respect to its Common
                              Stock filed pursuant to Section 12(g) of the
                              Securities Exchange Act, as amended by Amendment
                              No. 1 thereto filed under cover of a Form 8 and
                              Amendment No. 2 thereto filed on Form 8-A/A.

*                 3.2         Amended and Restated By-Laws of Registrant, as
                              amended, incorporated herein by reference to
                              Exhibit No. 2(b) to Registrant's Registration
                              Statement on Form 8-A with respect to its Common
                              Stock filed pursuant to Section 12(g) of the
                              Securities Exchange Act, as amended by Amendment
                              No. 1 thereto filed under cover of a Form 8 and
                              Amendment No. 2 thereto filed on Form 8-A/A.

*                 4.1         Portions of the Restated Certificate of
                              Incorporation of Registrant pertaining to the
                              rights of holders of Registrant's Common Stock,
                              par value $.01 per share, incorporated herein by
                              reference to Exhibit No. 2(b) to Registrant's
                              Registration Statement on Form 8-A with respect to
                              its Common Stock filed pursuant to Section 12(g)
                              of the Securities Exchange Act, as amended by
                              Amendment No. 1 thereto filed under cover of a
                              Form 8 and Amendment No. 2 thereto filed on Form
                              8-A/A.

*                 4.2         Text of form of Certificate for Registrant's
                              Common Stock, par value $.01 per share, and
                              description of graphic and image material
                              appearing thereon, incorporated herein by
                              reference to Exhibit 4.2 to Registrant's Form 10-Q
                              for the quarter ended June 30, 1995.

*                 4.3         Rights Agreement between Registrant and KeyBank
                              National Association, as Rights Agent, dated as of
                              August 25, 1987, as amended and restated as of
                              July 31, 1996, incorporated herein by reference to
                              Exhibit 4 to Registrant's Form 8-K dated August 5,
                              1996.

*                             4.3.1     Form of Rights Certificate (included as
                                        Exhibit A to the Rights Agreement
                                        included as Exhibit 4.3 above). Until
                                        the Distribution Date (as defined in the
                                        Rights Agreement), the Rights Agreement
                                        provides that the common stock purchase
                                        rights created thereunder are evidenced
                                        by the certificates for Registrant's
                                        Common Stock (the text of which and
                                        description thereof is included as
                                        Exhibit 4.2 above, which stock
                                        certificates are deemed also to be
                                        certificates for such common stock
                                        purchase rights) and not by separate
                                        Rights Certificates; as soon as
                                        practicable after the Distribution Date,
                                        Rights Certificates will be mailed to
                                        each holder of Registrant's Common Stock
                                        as of the close of business on the
                                        Distribution Date.



                                       i
<PAGE>   21



*                             4.3.2     Letter agreement among Registrant,
                                        KeyBank National Association and Harris
                                        Trust and Savings Bank, dated June 11,
                                        1997, with respect to the appointment of
                                        Harris Trust and Savings Bank as
                                        successor Rights Agent under the Rights
                                        Agreement included as Exhibit 4.3 above,
                                        incorporated herein by reference to
                                        Exhibit 4.3.2 to Registrant's Form 10-K
                                        for the year ended March 31, 1997.

*                 4.4         Indenture by and between Registrant and AmeriTrust
                              Company National Association, as Trustee, dated as
                              of June 1, 1987, regarding Registrant's 7-1/2%
                              Convertible Subordinated Debentures Due 2012,
                              incorporated herein by reference to Exhibit 4.2 to
                              Registrant's Registration Statement on Form S-3,
                              Registration No. 33-14348, filed May 18, 1987.

*                             4.4.1         Form of Registrant's 7-1/2%
                                            Convertible Subordinated Debentures
                                            Due 2012 (set forth in the Indenture
                                            included as Exhibit 4.4 above).

*                 4.5         Indenture by and between Registrant and Bank One
                              Trust Company, N.A., as Trustee, dated as of
                              December 1, 1995, regarding Registrant's 5-3/4%
                              Convertible Subordinated Notes due 2003,
                              incorporated herein by reference to Exhibit 4.1 to
                              Registrant's Registration Statement on Form S-3,
                              Registration No. 333-1189, filed February 23,
                              1996.

*                             4.5.1     Form of Registrant's 5-3/4% Convertible
                                        Subordinated Notes due 2003 issued under
                                        the Indenture included as Exhibit 4.5
                                        above, incorporated herein by reference
                                        to Exhibit 4.2 to Registrant's
                                        Registration Statement on Form S-3,
                                        Registration No. 333-1189, filed
                                        February 23, 1996.

*                             4.5.2     Registration Rights Agreement by and
                                        among Registrant and Hambrecht & Quist
                                        LLC and Prudential Securities
                                        Incorporated, as the Initial Purchasers
                                        of Registrant's 5-3/4% Convertible
                                        Subordinated Notes due 2003, with
                                        respect to the registration of said
                                        Notes under applicable securities laws,
                                        incorporated herein by reference to
                                        Exhibit 4.3 to Registrant's Registration
                                        Statement on Form S-3, Registration No.
                                        333-1189, filed February 23, 1996.

*                 10.1        Compensation and Benefits Plans of Registrant.

*                             10.1.1    Amended and Restated Retirement and
                                        Uniform Matching Profit-Sharing Plan of
                                        Registrant, effective July 1, 1993,
                                        incorporated herein by reference to
                                        Exhibit 10.1.1 to Registrant's Form 10-K
                                        for the year ended March 31, 1994.

*                                           10.1.1.a        Amendment, dated
                                                            January 1, 1994, to
                                                            the Plan included as
                                                            Exhibit 10.1.1
                                                            above, incorporated
                                                            herein by reference
                                                            to Exhibit 10.1.1.a
                                                            to Registrant's Form
                                                            10-K for the year
                                                            ended March 31,
                                                            1994.

                                       ii
<PAGE>   22

*                                           10.1.1.b        Amendment, dated
                                                            April 1, 1994, to
                                                            the Plan included as
                                                            Exhibit 10.1.1
                                                            above, incorporated
                                                            herein by reference
                                                            to Exhibit 10.1.1.b
                                                            to Registrant's Form
                                                            10-K for the year
                                                            ended March 31,
                                                            1994.

*                                           10.1.1.c        Amendment, dated
                                                            January 1, 1994, to
                                                            the Plan included as
                                                            Exhibit 10.1.1
                                                            above, incorporated
                                                            herein by reference
                                                            to Exhibit 10.1.1.c
                                                            to Registrant's Form
                                                            10-Q for the quarter
                                                            ended December 31,
                                                            1994.

*                        10.1.2             1990 Stock Option Plan for employees
                                            of Registrant, as amended,
                                            incorporated herein by reference to
                                            Exhibit 10.1.2 to Registrant's Form
                                            10-Q for the quarter ended September
                                            30, 1997.

*                        10.1.3             1990 Stock Option Plan for
                                            Non-Employee Directors of
                                            Registrant, as amended, incorporated
                                            herein by reference to Exhibit
                                            10.1.3 to Registrant's Form 10-Q for
                                            the quarter ended September 30,
                                            1998.

*                        10.1.4             Non-Qualified Stock Option
                                            Agreement between Registrant and Raj
                                            Reddy, dated as of October 17, 1988,
                                            incorporated herein by reference to
                                            Exhibit 10.1.6 to Registrant's Form
                                            10-K for the year ended March 31,
                                            1994.

*                                           10.1.4.a        Description of
                                                            amendments extending
                                                            the term of the
                                                            Agreement included
                                                            as Exhibit 10.1.4
                                                            above, incorporated
                                                            herein by reference
                                                            to Exhibit 10.1.4.a
                                                            to Registrant's Form
                                                            10-Q for the quarter
                                                            ended September 30,
                                                            1998.

**                       10.1.5             1992 Restricted Stock Plan of 
                                            Registrant, as amended, filed 
                                            herewith.

*                        10.1.6             1995 Employee Stock Purchase
                                            Plan of Registrant, as amended,
                                            incorporated herein by reference to
                                            Exhibit 10.1.7 to Registrant's Form
                                            10-Q for the quarter ended September
                                            30, 1995.

*                        10.1.7             1996 Stock Option Plan for
                                            employees, directors and advisors of
                                            Aironet Wireless Communications,
                                            Inc., a subsidiary of Registrant,
                                            incorporated herein by reference to
                                            Exhibit 10.1.7 to Registrant's Form
                                            10-K for the year ended March 31,
                                            1997.


                                      iii
<PAGE>   23



*                                           10.1.7.a        Amended and Restated
                                                            1996 Stock Option
                                                            Plan for employees,
                                                            directors and
                                                            advisors of Aironet
                                                            Wireless
                                                            Communications,
                                                            Inc., a subsidiary
                                                            of Registrant,
                                                            incorporated herein
                                                            by reference to
                                                            Exhibit 10.1.7.a to
                                                            Registrant's Form
                                                            10-K for the year
                                                            ended March 31,
                                                            1998.

*                        10.1.8             Non-Competition Agreement by
                                            and between Registrant and Robert F.
                                            Meyerson, effective February 27,
                                            1997, incorporated herein by
                                            reference to Exhibit 10.1.8 to
                                            Registrant's Form 10-K for the year
                                            ended March 31, 1997.

*                        10.1.9             Employment Agreement between
                                            Registrant and Frank E. Brick,
                                            incorporated herein by reference to
                                            Exhibit 10.1.9 to Registrant's Form
                                            10-K for the year ended March 31,
                                            1998.

*                                           10.1.9.a        1997 Section 162(m)
                                                            Performance-Based
                                                            Compensation Plan of
                                                            Registrant with
                                                            respect to its
                                                            President and Chief
                                                            Executive Officer
                                                            adopted by the
                                                            Performance-Based
                                                            Compensation
                                                            Committee of
                                                            Registrant's Board
                                                            of Directors and
                                                            approved by
                                                            Registrant's
                                                            Stockholders at the
                                                            Annual Meeting
                                                            thereof, held
                                                            September 10, 1997,
                                                            incorporated herein
                                                            by reference to
                                                            Exhibit 10.1.9.a to
                                                            Registrant's Form
                                                            10-K for the year
                                                            ended March 31,
                                                            1998.

*                        10.1.10            Amended and Restated Employment
                                            Agreement between Registrant and
                                            James G. Cleveland, effective as of
                                            April 1, 1997, incorporated herein
                                            by reference to Exhibit 10.1.10 to
                                            Registrant's Form 10-K for the year
                                            ended March 31, 1998.

*                        10.1.11            Amended and Restated Employment
                                            Agreement between Registrant and
                                            Kenneth W. Haver, effective as of
                                            April 1, 1997, incorporated herein
                                            by reference to Exhibit 10.1.11 to
                                            Registrant's Form 10-K for the year
                                            ended March 31, 1998.

*                        10.1.12            Amended and Restated Employment
                                            Agreement between Registrant and
                                            David W. Porter, effective as of
                                            April 1, 1997, incorporated herein
                                            by reference to Exhibit 10.1.13 to
                                            Registrant's Form 10-K for the year
                                            ended March 31, 1998.

*                        10.1.13            Amended and Restated Employment
                                            Agreement between Registrant and
                                            Danny R. Wipff, effective as of
                                            April 1, 1997, incorporated herein
                                            by reference to Exhibit 10.1.14 to
                                            Registrant's Form 10-K for the year
                                            ended March 31, 1998.

                                       iv
<PAGE>   24

*                        10.1.14             Description of Key Employee
                                             Retention Program, incorporated
                                             herein by reference to Exhibit
                                             10.1.15 to Registrant's Form 10-K
                                             for the year ended March 31, 1998.

*                                           10.1.14.a       Form of letter
                                                            agreement made with
                                                            key employees
                                                            selected under the
                                                            retention program
                                                            described in Exhibit
                                                            10.1.15 above,
                                                            incorporated herein
                                                            by reference to
                                                            Exhibit 10.1.15.a to
                                                            Registrant's Form
                                                            10-K for the year
                                                            ended March 31,
                                                            1998.

*                             10.1.15        Letter agreement of Registrant with
                                             Robert A. Goodman, dated as of
                                             December 29, 1997 and executed and
                                             delivered January 20, 1998, for
                                             continued consulting services
                                             following certain changes in his
                                             law practice, incorporated herein
                                             by reference to Exhibit 10.1.17 to
                                             Registrant's Form 10-K for the year
                                             ended March 31, 1998.

*                 10.2        Material Leases of Registrant.

*                             10.2.1         Lease between Registrant and 3330
                                             W. Market Properties, dated as of
                                             December 30, 1986, for premises at 
                                             3330 West Market Street, Akron, 
                                             Ohio, incorporated herein by 
                                             reference to Exhibit 10.2.1 to 
                                             Registrant's Form 10-K for the 
                                             year ended March 31, 1994.

*                             10.2.2         Lease Agreement between The
                                             Woodlands Commercial Properties
                                             Company, L.P. and Registrant, made
                                             and entered into as of January 16,
                                             1998, including Rider No. 1
                                             thereto, for premises at 8302 New
                                             Trails Drive, The Woodlands, Texas,
                                             incorporated herein by reference to
                                             Exhibit 10.2.2 to Registrant's Form
                                             10-K for the year ended March 31,
                                             1998.

*                             10.2.3         Standard Office Lease (Modified Net
                                             Lease) between Registrant and John
                                             D. Dellagnese III, dated as of July
                                             19, 1995, for premises at 3875 
                                             Embassy Parkway, Bath, Ohio, 
                                             including an Addendum thereto, 
                                             incorporated herein by reference 
                                             to Exhibit 10.2.4 to Registrant's 
                                             Form 10-K for the year ended March 
                                             31, 1996.

*                                           10.2.3.a        Second Addendum,
                                                            dated as of October
                                                            5, 1995, to the
                                                            Lease included as
                                                            Exhibit 10.2.3
                                                            above, incorporated
                                                            herein by reference
                                                            to Exhibit 10.2.4.a
                                                            to Registrant's
                                                            Form 10-K for the
                                                            year ended March
                                                            31, 1996.

*                                           10.2.3.b        Third Addendum,
                                                            dated as of March 1,
                                                            1996, to the Lease
                                                            included as Exhibit
                                                            10.2.3 above,
                                                            incorporated herein
                                                            by reference to
                                                            Exhibit 10.2.4.b to
                                                            Registrant's Form
                                                            10-K for the year
                                                            ended March 31,
                                                            1996.

*                                           10.2.3.c        Fourth Addendum,
                                                            dated as of April
                                                            16, 1996, to the
                                                            Lease included as
                                                            Exhibit 10.2.3
                                                            above, incorporated
                                                            herein by reference
                                                            to Exhibit 10.2.2.c
                                                            to Registrant's
                                                            Form 10-Q for the
                                                            quarter ended June
                                                            30, 1997.

                                       v
<PAGE>   25

*                                           10.2.3.d        Fifth Addendum,
                                                            dated as of June
                                                            24, 1997, to the
                                                            Lease included as
                                                            Exhibit 10.2.2
                                                            above, incorporated
                                                            herein by reference
                                                            to Exhibit 10.2.2.d
                                                            to Registrant's
                                                            Form 10-Q for the
                                                            quarter ended June
                                                            30, 1997.

*                                           10.2.3.e        Sixth Addendum,
                                                            dated as of March,
                                                            1998, to the Lease
                                                            included as Exhibit
                                                            10.2.3 above,
                                                            incorporated herein
                                                            by reference to
                                                            Exhibit 10.2.3.e to
                                                            Registrant's Form
                                                            10-Q for the quarter
                                                            ended September 30,
                                                            1998.

*                                           10.2.3.f        Seventh Addendum, 
                                                            dated as of July 20,
                                                            1998, to the Lease
                                                            included as Exhibit
                                                            10.2.3 above,
                                                            incorporated herein
                                                            by reference to
                                                            Exhibit 10.2.3.f to
                                                            Registrant's Form
                                                            10-Q for the quarter
                                                            ended September 30,
                                                            1998.

*                                           10.2.3.g        Eighth Addendum,
                                                            dated as of
                                                            September 8, 1998,
                                                            to the Lease
                                                            included as Exhibit
                                                            10.2.3 above,
                                                            incorporated herein
                                                            by reference to
                                                            Exhibit 10.2.3.g to
                                                            Registrant's Form
                                                            10-Q for the quarter
                                                            ended September 30,
                                                            1998.

*                         10.2.4             Lease Contract between Desarrollos
                                             \ Inmobiliarios Paso del Norte,
                                             S.A. de C.V. and Productos y
                                             Servicios de Telxon, S.A. de C.V.,
                                             a subsidiary of Registrant, for 
                                             premises in Ciudad Juarez,
                                             Chihuahua, Mexico, made and 
                                             entered into as of April 10, 1997,
                                             incorporated herein by reference to
                                             Exhibit 10.2.4 to Registrant's Form
                                             10-K for the year ended March 31,
                                             1998.

*                 10.3        Credit Agreements of Registrant.

*                             10.3.1         Credit Agreement by and among
                                             Registrant, the lenders party
                                             thereto from time to time and The
                                             Bank of New York, as letter of
                                             credit issuer, swing line lender
                                             and agent for the lenders, dated as
                                             of March 8, 1996, incorporated
                                             herein by reference to Exhibit
                                             10.3.2 to Registrant's Form 10-K
                                             for the year ended March 31, 1996.

*                                           10.3.1.a        Amendment No. 1,
                                                            dated as of August
                                                            6, 1996, to the
                                                            Agreement included
                                                            as Exhibit 10.3.1
                                                            above, incorporated
                                                            herein by reference
                                                            to Exhibit 10.3.2.a
                                                            to Registrant's Form
                                                            8-K dated August 16,
                                                            1996.

*                                           10.3.1.b        Security Agreement,
                                                            dated as of August
                                                            6, 1996, by and
                                                            among Registrant and
                                                            The Bank of New
                                                            York, as Agent,
                                                            incorporated herein
                                                            by reference to
                                                            Exhibit 10.3.2.b to
                                                            Registrant's Form
                                                            8-K dated August 16,
                                                            1996.


                                       vi
<PAGE>   26



*                                           10.3.1.c        Amendment No. 2,
                                                            dated as of December
                                                            16, 1996, to the
                                                            Agreement included
                                                            as Exhibit 10.3.1
                                                            above, incorporated
                                                            herein by reference
                                                            to Exhibit 10.3.2.c
                                                            to Registrant's Form
                                                            8-K dated December
                                                            16, 1996.

*                                           10.3.1.d        Amendment No. 3,
                                                            dated as of December
                                                            12, 1997, to the
                                                            Agreement included
                                                            as Exhibit 10.3.1
                                                            above, incorporated
                                                            herein by reference
                                                            to Exhibit 10.3.1.d
                                                            to Registrant's Form
                                                            10-K for the year
                                                            ended March 31,
                                                            1998.

**                                            10.3.1.e      Waiver and
                                                            Agreement, dated as
                                                            of December 29,
                                                            1998, with respect
                                                            to the Agreement
                                                            included as Exhibit
                                                            10.3.1 above, filed
                                                            herewith.

**                                            10.3.1.f      Waiver Extension and
                                                            Agreement, dated as
                                                            of February 12,
                                                            1999, with respect
                                                            to the Agreement
                                                            included as Exhibit
                                                            10.3.1 above, filed
                                                            herewith.

*                          10.3.2           Business Purpose Revolving
                                            Promissory Note (Swing Line) made by
                                            Registrant in favor of Bank One,
                                            Akron, N.A., dated August 6, 1996,
                                            incorporated herein by reference to
                                            Exhibit 10.3.8 to Registrant's Form
                                            8-K dated August 16, 1996.

*                                           10.3.2.a        Bank One Security
                                                            Agreement, dated as
                                                            of August 6, 1996,
                                                            by and among
                                                            Registrant and Bank
                                                            One, Akron N.A.,
                                                            incorporated herein
                                                            by reference to
                                                            Exhibit 10.3.8.a to
                                                            Registrant's Form
                                                            8-K dated August 16,
                                                            1996.

*                             10.3.3        Business Purpose Revolving
                                            Promissory Note (Swing Line) made
                                            by Registrant in favor of Bank One,
                                            NA (fka Bank One, Akron, N.A.),
                                            dated August 5, 1997 (extending the
                                            credit facility evidenced by the
                                            Note included as Exhibit 10.3.2
                                            above), incorporated herein by
                                            reference to Exhibit 10.3.8 to
                                            Registrant's Form 10-Q for the
                                            quarter ended June 30, 1997.

*                             10.3.4        Business Purpose Revolving
                                            Promissory Note (Swing Line) made
                                            by Registrant in favor of Bank One,
                                            NA (fka Bank One, Akron, N.A.),
                                            dated August 5, 1997 (extending the
                                            credit facility evidenced by the
                                            Note included as Exhibit 10.3.3
                                            above), filed with the Original
                                            Filing.

**                                          10.3.4.a        Consent, dated as of
                                                            December 29, 1998,
                                                            with respect to the
                                                            Note included as
                                                            Exhibit 10.3.4
                                                            above, filed
                                                            herewith.

                                      vii
<PAGE>   27

**                                          10.3.4.b        Further Consent,
                                                            dated as of February
                                                            12, 1999, with
                                                            respect to the Note
                                                            included as Exhibit
                                                            10.3.4 above, filed
                                                            herewith.

*                 10.4        Amended and Restated Agreement between Registrant
                              and Symbol Technologies, Inc., dated as of
                              September 30, 1992, incorporated herein by
                              reference to Exhibit 10.4 to Registrant's Form
                              10-K for the year ended March 31, 1998.

*                 10.5        License, Rights, and Supply Agreement between
                              Aironet Wireless Communications, Inc., a
                              subsidiary of Registrant, and Registrant, dated as
                              of March 31, 1998, incorporated herein by
                              reference to Exhibit 10.5 to Registrant's Form
                              10-K for the year ended March 31, 1998.

*                 10.6        Agreement of Purchase and Sale of Assets by and
                              among Vision Newco, Inc., a subsidiary of
                              Registrant, Virtual Vision, Inc., as debtor and
                              debtor in possession, and the Official Unsecured
                              Creditors' Committee, on behalf of the bankruptcy
                              estate of Virtual Vision, dated as of July 13,
                              1995, incorporated herein by reference to Exhibit
                              10.8 to Registrant's Form 10-Q for the quarter
                              ended June 30, 1995.

*                 10.7        Stock Purchase Agreement by and among Registrant
                              and FED Corporation, dated as of March 31, 1998,
                              with respect to FED Corporation's purchase of all
                              of the stock of Virtual Vision, Inc. (fka Vision
                              Newco, Inc.), incorporated herein by reference 
                              to Exhibit 10.7 to Registrant's Form 10-K for the
                              year ended March 31, 1998.

*                             10.7.1         Escrow Agreement by and among FED
                                             Corporation, Registrant and First
                                             Union National Bank, with respect
                                             to the transactions under the Stock
                                             Purchase Agreement included as
                                             Exhibit 10.7 above, incorporated
                                             herein by reference to Exhibit
                                             10.7.1 to Registrant's Form 10-K
                                             for the year ended March 31, 1998.

*                 10.8        Subscription Agreement by and among New Meta
                              Licensing Corporation, a subsidiary of Registrant,
                              and certain officers of Registrant as Purchasers,
                              dated as of September 19, 1995, incorporated
                              herein by reference to Exhibit 10.8 to
                              Registrant's Form 10-Q for the quarter ended
                              September 30, 1995.

*                 10.9        Amended and Restated Shareholder Agreement by and
                              among Metanetics Corporation fka New Meta
                              Licensing Corporation, and its Shareholders,
                              including the officers of Registrant party to the
                              Agreement included as Exhibit 10.8 above, dated as
                              of March 28, 1996, incorporated herein by
                              reference to Exhibit 10.9.3 to Registrant's Form
                              10-K for the year ended March 31, 1996.

*                 10.10       First Amendment, dated as of March 30, 1996, to
                              the Agreement included as Exhibit 10.9 above,
                              incorporated herein by reference to Exhibit 10.9.4
                              to Registrant's Form 10-K for the year ended March
                              31, 1996.

                                      viii
<PAGE>   28



*                 10.11       Stock Purchase Agreement by and among Meta Holding
                              Corporation, a subsidiary of Registrant, and
                              certain officers of Registrant as Purchasers,
                              dated as of March 30, 1996, incorporated herein by
                              reference to Exhibit 10.8 to Registrant's Form
                              10-K for the year ended March 31, 1997.

*                 10.12       Stock Purchase Agreement by and between Metanetics
                              Corporation, a subsidiary of Registrant fka New
                              Meta Licensing Corporation, and Accipiter II,
                              Inc., dated as of September 30, 1996, incorporated
                              herein by reference to Exhibit 10.8 to
                              Registrant's Form 10-Q for the quarter ended
                              September 30, 1996.

*                 10.13       Stock Purchase Agreement by and between Registrant
                              and Telantis Capital, Inc., dated as of March 31,
                              1997, incorporated herein by reference to Exhibit
                              10.10 to Registrant's Form 10-K for the year ended
                              March 31, 1997.

*                 10.14       Subscription Agreement by and among Aironet
                              Wireless Communications, Inc., a subsidiary of
                              Registrant, and the investors who executed the
                              same, dated as of March 31, 1998, incorporated
                              herein by reference to Exhibit 10.14 to
                              Registrant's Form 10-K for the year ended March
                              31, 1998.

*                             10.14.1       Form of Warrant issued
                                            pursuant to the Subscription
                                            Agreement included as Exhibit 10.14
                                            above, incorporated herein by
                                            reference to Exhibit 10.14.1 to
                                            Registrant's Form 10-K for the year
                                            ended March 31, 1998.

*                             10.14.2       Stockholders Agreement by and among
                                            Aironet Wireless Communications,
                                            Inc. and its Stockholders party
                                            thereto, including Registrant and
                                            the investors party to the
                                            Subscription Agreement included as
                                            Exhibit 10.14 above, entered into
                                            as of March 31, 1998 in connection
                                            with the transactions under the
                                            Subscription Agreement,
                                            incorporated herein by reference to
                                            Exhibit 10.14.2 to Registrant's
                                            Form 10-K for the year ended March
                                            31, 1998.

*                                           10.14.3         Registration Rights
                                                            Agreement by and
                                                            among Aironet
                                                            Wireless
                                                            Communications, Inc.
                                                            and certain of its
                                                            security holders,
                                                            including Registrant
                                                            and the investors
                                                            party to the
                                                            Subscription
                                                            Agreement included
                                                            as Exhibit 10.14
                                                            above, entered into
                                                            as of March 31, 1998
                                                            in connection with
                                                            the transactions
                                                            under the
                                                            Subscription
                                                            Agreement,
                                                            incorporated herein
                                                            by reference to
                                                            Exhibit 10.14.3 to
                                                            Registrant's Form
                                                            10-K for the year
                                                            ended March 31,
                                                            1998.


                                       ix
<PAGE>   29
**                            10.15          DFS Vendor Agreement between 
                                             Registrant and Deutsche Financial 
                                             Services Corporation, dated as of 
                                             September 30, 1998, filed herewith.

***                           27.            Financial Data Schedule as of
                                             December 31, 1998 (insofar as the
                                             Registrant is filing a Form 12b-25
                                             with respect to the unavailability
                                             of the Registrant's financial
                                             statements for the period covered
                                             by this Quarterly Report on Form
                                             10-Q as of the due date therefor,
                                             this Exhibit has been omitted).


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

*   Previously filed

**  Filed herewith

*** Insofar as the Registrant is filing a Form 12b-25 with respect to the
unavailability of the Registrant's financial statements for the period covered
by this Quarterly Report on Form 10-Q as of the due date therefor, this Exhibit
has been omitted.


                                       x