Exhibit 99
                       CAUTIONARY STATEMENTS

    We wish to inform investors of the following factors that in some cases
    have affected, and in the future could affect, our results of operations
    and that could cause future performance and results to differ materially
    from those expressed in any forward looking statements we make or that are
    made on our behalf.  You can find many of these statements by looking for
    words such as may, estimate, project, believe, anticipate, intend, expect,
    plan and similar expressions, although some forward-looking statements are
    expressed differently.  Disclosure of these factors is intended to permit
    us to take advantage of the safe harbor provisions of the Private
    Securities Litigation Reform Act of 1995.  Many of these factors have been
    discussed in our prior SEC filings.  Although we have attempted to identify
    all material factors, you should be aware that other factors in the future
    may affect our performance and results.

    We expect to continue to have losses and we may never achieve profitability.

    We started operations in 1986.  Although we had a profit in the fourth
    quarter of our 1996 fiscal year and the first quarter of our 1997 fiscal
    year, we have never had an annual profit.  In order to develop our
    business we already have spent significant amounts to defend our patents,
    research and develop the technology we use in our products, develop new
    products, and market those products.  We believe that to be profitable
    ultimately, we must continue to make significant investment in these
    areas.  However, we do not expect to generate revenues from product sales
    or licensing that exceed our expenses in the near term, which would result
    in continued losses during this period.

    In order for us to achieve and sustain profitability, we must generate
    significant and consistent revenues from operations through increased
    sales of our products and/or licensing revenues.  We cannot assure you
    that we will be able to do this, so we may never achieve, or be able to
    sustain, profitability.

    We may not be able to obtain the funding we need to operate our business.

    Our ability to continue operations depends on having adequate funds to
    cover our expenses.  Our current operating plan provides for significant
    expenditures for research and development of new products, development
    of new markets for our products, and marketing programs for our products.
    At September 30, 1999, we had $9.8 million in cash and cash equivalents
    and a working capital surplus of $19.1 million.  On November 22, 1999, we
    agreed to a written proposal from the Wells Fargo Business Credit, Inc.
    (Wells) under which Wells would provide a $5 million credit facility.
    However, you should be aware that this facility has not yet been
    finally approved by Wells and may not be approved.  Based on our current
    operating plan, we believe that our existing capital resources, including
    the Wells credit facility, revenues from sales and royalty income from
    licensees, will allow us to maintain our current and planned operations.

    However, we caution you that our cash requirements may vary and are
    difficult to predict.  There are many uncertainties involved in
    technological research.  We also target markets in developing countries
    for product sales, and the nature of these markets makes it difficult to
    predict costs and revenues.  Events that we cannot anticipate, such as
    litigation, may also increase our capital needs.  We also may change our
    operating plan in ways that would increase our costs.  Thus, our actual
    cash requirements may be greater than we currently anticipate.  Also,
    it is difficult to predict the amount of sales revenue we will generate
    or the amount of royalty income we will receive from our licensees.  As
    noted above, we may not be able to borrow under the Wells credit facility.

    Accordingly, we may not have adequate funds to cover our expenses.  If
    this is the case, we would need to find other financing sources to
    provide the necessary funds, such as public or private sales of our
    equity or debt securities.  We cannot assure you that if we needed
    additional funds we would be able to obtain them or obtain them on
    terms we find acceptable.  If we could not obtain the necessary
    financing we would be forced to cut back operations, which might include
    the scaling back or elimination of research and development programs.
<PAGE>
    Unfavorable economic events in our target markets could lead to lower
    sales of our products.

    Sales of our products depend on the growth of the fixed wireless
    telecommunications industry in general and increased demand for fixed
    wireless products worldwide, particularly in developing countries.  Based
    on observed trends, we believe that the market for fixed wireless
    terminals, such as our PHONECELL products, will experience substantial
    growth over the next five years.  We believe that nearer term prospects
    should enable our sales to grow, but at more modest rates.  We anticipate
    that significant opportunities for product sales will develop in the near
    future in Africa, Brazil, the Dominican Republic, Mexico, Malaysia, Turkey
    and Venezuela.  However, we cannot assure you that we will have
    significant sales in any of these markets or that any sales will made in
    the near term.  Each of these markets will develop at a different pace,
    and some or all of them may not develop to the point that will enable us
    to achieve significant revenues.

    In addition, unfavorable general economic conditions in any market will
    have a negative affect on sales in that market.  Because economic
    conditions in one region often affect conditions globally, unfavorable
    general economic conditions in one market or region might result in damage
    to industry growth and demand in other markets as well.  For instance, the
    recent economic turmoil experienced by Russia and many Asian nations has
    and will continue to negatively affect our growth prospects in the near
    term.  If the unfavorable economic conditions in these regions continue,
    or if conditions in other countries decline, our product sales and
    financial condition could be seriously harmed.

    Our competitive position will be seriously damaged if we cannot protect
    intellectual property rights in our technology.

    We believe that our success depends, in part, on our ability to obtain
    and enforce intellectual property protection for our technology.  We
    believe that the U.S. patent for our intelligent interface technology is
    valid.  However, it is possible that this patent, any of our other
    existing patents, or any patents that we may obtain in the future, will
    be challenged, invalidated or circumvented.  If we lose or cannot
    enforce patent protection in the U.S. for our technology and products,
    our competitive position will be significantly harmed because it would
    be much easier for competitors to sell products similar to ours.

    It also is possible that a competitor may independently develop and/or
    patent technologies that are substantially equivalent to or superior to
    our technology.  If this happens, our patents will not provide protection
    and our competitive position will be significantly harmed.

    We believe that our intelligent interface technology can be adapted for
    use with new wireless services, such as telemetry.  However, we cannot be
    sure that any new services will fall within the boundaries of the patent
    we hold.  If we expand our product line or develop new uses for our
    products, these uses may be outside the protection provided by our
    current patents and other intellectual property rights.  In addition,
    if we develop new products or enhancements to existing products we cannot
    assure you that we will be able to obtain patents to protect them.  Even
    if we do get patents for new products, these patents may not provide
    meaningful protection.

    In some countries outside of the U.S., such as Brazil and many African
    nations, patent protection is not available.  Moreover, some countries
    that do allow registration of patents do not provide meaningful redress
    for violations of patents.  As a result, protecting intellectual property
    in these countries is difficult.  In addition, neither we nor any of our
    competitors in the past obtained patent protection for our core
    intelligent interface technology in many countries, including the
    principal countries of Western Europe, and we and our competitors are now
    legally barred from obtaining patents in these countries.
<PAGE>
    In countries where we do not have patent protection or where patents
    provide little, if any, protection, we have to rely on other factors to
    differentiate our products from our competitors' products.  These factors
    include:

    o  the features and functions of our products;

    o  our reputation and experience in the industry;

    o  the quality of our products; and

    o  the desirability of products that meet the same specifications
       as those in the U.S. and in other countries where we do have
       patent protection.

    Although we believe our products are superior to those of competitors, it
    is easier for competitors to sell products similar to ours in countries
    where we do not have meaningful patent protection.  This could result in
    a loss of potential sales.

    The intense competition in the fixed wireless industry could prevent us
    from achieving or sustaining profitability.

    The market for fixed wireless products is extremely competitive, and we
    may not be able to successfully compete with other companies already in
    the market and new companies that enter the market.  The major national
    and international companies in this market are:

    o  Motorola;

    o  Ericsson;

    o  Nokia;

    o  LGIC;

    o  Samsung;

    o  Qualcomm; and

    o  Siemens.

    Many of these competitors have greater resources than us in many areas
    critical to succeeding in the industry, including:

    o  financial resources;

    o  manufacturing capabilities;

    o  name recognition;

    o  research and development capabilities;

    o  technical expertise;

    o  sales and marketing staffs; and

    o  distribution channels.

    Because of these advantages our competitors may succeed in developing
    products that are more effective, desirable and/or cheaper than ours or
    that render our products and technology obsolete.  They also may have
    better and more efficient marketing and distribution structures than we
    do.

    In addition, we have granted non-exclusive, royalty bearing licenses to
    Motorola, Ericsson and Nokia, which permits these companies to produce
    and sell products using our technology that compete with ours.  Because
    these companies have greater resources than us, they may be able to sell
    similar products more effectively and cheaper than we can.
<PAGE>
    Our success depends on the growth and availability of wireless
    telecommunications services in the markets we target.

    Currently, some of our largest potential markets are developing countries
    where the demand for basic telephone service has started to grow
    significantly only in recent years, such as Mexico, Turkey and the
    Dominican Republic.  In these countries, the relatively low cost of
    developing and constructing wireless communications infrastructure as
    compared to traditional wireline infrastructure may make wireless an
    attractive alternative to wireline.  Our success depends to a large
    extent on the continued growth and increased availability of cellular and
    other wireless telecommunications services in these countries and the
    availability of such services at competitive prices.

    However, these countries may decline to construct additional wireless
    systems, or construction of planned wireless systems may be delayed, for
    a variety of reasons, including government regulation, general economic
    factors, the availability of funding and other competitive factors.  These
    factors may also limit or delay purchases of equipment used to provide
    telephone services, such as our products.  If system construction and
    equipment purchases in these countries are not made or are delayed, the
    demand for our products in these countries will be limited or delayed.
    Similarly, if the cost of using wireless telecommunications services in
    these countries is not cost effective, the demand for our products may be
    limited.

    While wireless telecommunication systems in the U.S. are more developed
    than in many other markets that we target, continued expansion of
    wireless infrastructure and demand for fixed wireless products in the U.S.
    is also important for the growth of our business.  As is the case with
    conditions in other target markets, there is no guarantee that wireless
    telecommunications systems will continue to develop.

    Delaware law and our charter documents may inhibit a potential
    takeover bid that would be beneficial to common stockholders.

    Delaware law and our certificate of incorporation may inhibit potential
    acquisition bids for Telular Common Stock at a price greater than the
    market price of the common stock.  We are subject to the antitakeover
    provisions of the Delaware General Corporation Law, which could delay,
    deter or prevent a change of control of Telular or make this type of
    transaction more difficult.  In addition, our board of directors does not
    need the approval of common stockholders to issue shares of preferred
    stock having rights that could significantly weaken the voting power of
    the common stockholders and, as a result, make a change of control more
    difficult.

    An agreement among our principal stockholders and Motorola may
    inhibit a potential takeover bid that would be beneficial to
    common stockholders.

    We and our principal stockholders, including Motorola, have entered into
    an agreement under which we and these stockholders are required to notify
    Motorola before:

    o  we or the other stockholders solicit any purchase offers for
       all or substantially all of our assets or a majority of the
       outstanding common stock; or

    o  we or the other stockholders accept any unsolicited offer for
       all or substantially all of our assets or a majority of the
       outstanding common stock.

    After Motorola has been notified, it has the right to submit a bid for the
    proposed sale and we and the other stockholders cannot make any sale at a
    valuation lower than Motorola's bid, if any.  Motorola's contractual right
    may inhibit other companies from making takeover bids at a price that
    would benefit the common stockholders.
<PAGE>
    If our common stock is delisted from the Nasdaq National Market
    the liquidity and price of the common stock could be seriously
    harmed.

    Our common stock currently is listed for trading on the Nasdaq National
    Market.  In order to remain listed, we must comply with maintenance
    requirements established by Nasdaq, including:

    o  minimum bid price of $1 per share;

    o  750,000 shares publicly held;

    o  market value of publicly held shares of at least $5 million;

    o  net tangible assets of at least $4 million; and

    o  at least 400 stockholders of round lots.

    In late 1998, our common stock price fell below $1 per share.  On January
    27, 1999, we completed a one-for-four reverse stock split to bring the
    price of common stock back into compliance. We believe that we currently
    comply with all requirements for continued listing, but we cannot assure
    you that we will satisfy these requirements in the future.

    If our common stock is delisted from the Nasdaq National Market, it
    likely would continue to be traded in the over-the-counter market in the
    so-called "pink sheets" or through the NASD's Electronic Bulletin Board.
    It often is difficult to obtain accurate quotations of the market value of
    stock traded in the over-the-counter market, and these stocks are often
    less attractive to many investors, including institutional investors, and
    lenders.  Thus, delisting likely would make it more difficult for common
    stockholders to sell their stock or use it as collateral, which could
    cause the price of the common stock to significantly decrease.

    If the common stock is not traded on the Nasdaq National Market and the
    market price of the common stock is less than $5.00 per share, the common
    stock likely would be classified as a penny stock.  This means that the
    common stock would be subject to Rule 15g-9 under the Exchange Act, which
    imposes additional sales practice requirements on broker-dealers that
    recommend the purchase or sale of penny stocks to people other than people
    who qualify as accredited investors or established customers.  Rule 15g-9
    requires the broker-dealer to make a determination that investments in
    penny stocks are suitable for the customer and to make certain special
    disclosures to the customer concerning the risks of penny stocks.
    Application of the penny stock rules to our common stock could make it
    more difficult to sell or use for collateral, which could cause the price
    of the common stock to significantly decrease.

    Our operating results may fluctuate greatly from quarter to quarter, which
    may cause the price of our common stock to be volatile.

    Our quarterly operating results may fluctuate greatly due to numerous
    factors, including:

    o  our reliance on large volume orders from only a few customers for most
       of our product sales, so we may experience volatility when those orders
       are filled if we do not then have other orders;

    o  variations in our distribution channels;

    o  the mix of products we sell;

    o  general economic conditions in our target markets;

    o  the timing of final product approvals from any major distributor or
       end user;
<PAGE>
    o  the timing of orders from and shipments to major customers;

    o  the timing of new product introductions by us or our competitors;

    o  changes in the pricing policies of our suppliers;

    o  the availability and cost to us of the key components for our products;

    o  the timing of personnel hirings; and

    o  market acceptance of our new products or enhanced versions of our
       existing products.

    These quarterly fluctuations may cause volatility in the price of our
    common stock, as described in the following paragraph.

    Our common stock price has been extremely volatile, and extreme price
    fluctuations could negatively affect your investment.

    The market price of our common stock has been extremely volatile.  From
    January 2, 1998 to December 13, 1999, the closing price of our common stock
    (calculated on the basis of the reverse stock split implemented in
    January 1999) ranged from a high of $12.38 to a low of $1.25 per share.

    Publicized events and announcements may have a significant impact on the
    market price of our common stock.  For example, the occurrence of any of
    the following events could have the effect of temporarily or permanently
    driving down the price of our common stock:

    o  shortfalls in our revenue or net income;

    o  the results of trials or the introduction of new products by us or our
       competitors;

    o  conversions of preferred stock into common stock;

    o  market conditions in the telecommunications, technology and emerging
       growth sectors; and

    o  rumors related to us or our competitors.

    In addition, the stock market from time to time experiences extreme price
    and volume fluctuations which particularly affect the market prices for
    emerging growth and technology companies, like Telular, and which often
    are unrelated to the operating performance of the affected companies.
    These broad fluctuations may negatively affect your ability to sell your
    shares at a price equal to or greater than the price you paid for them.
    In addition, a decrease in the price of our common stock could cause it to
    be delisted from the Nasdaq National Market.

    Sales of common stock issuable on the exercise of outstanding and
    contemplated options and warrants may depress the price of the common
    stock.

    As of September 30, 1999, there were options granted to employees and
    directors to purchase approximately 1,205,000 shares of the Company's
    common stock.  However, options to purchase only 479,000 of these shares
    were exercisable at that time.  The exercise prices for the exercisable
    options ranges from $1.56 to $92.00 per share, with a weighted average
    exercise price of $10.64.  Options to purchase the remaining 726,000
    shares will become exercisable over the next five years.  The exercise
    prices for the options that are not yet exercisable have a weighted
    average exercise price of $7.71.

    In addition, we expect that in connection with the proposed credit
    facility with Wells, we will issue Wells warrants to purchase 50,000
    shares of common stock at an exercise price equal to 110% of the
    closing sale price of the common stock on the date the facility is
    established.  In the future we may issue additional shares of common stock,
    convertible securities, options and warrants.
<PAGE>
    The issuance of shares common stock issuable upon the exercise of options
    or warrants could cause substantial dilution to holders of common stock.
    It also could negatively affect the terms on which we could obtain equity
    financing.

    Technology changes rapidly in our industry and our future success will
    depend on our ability to keep pace with these changes and meet the needs
    of our customers.

    The telecommunications equipment industry is characterized by rapid
    technological advances, evolving industry standards, changing customer
    needs and frequent new product introductions and enhancements.  The
    wireless telecommunications industry also is experiencing significant
    technological change, such as the transformation of cellular systems from
    analog to digital.  The introduction of products embodying new
    technologies and the emergence of new industry standards could render our
    existing products and technology obsolete and unmarketable.

    To succeed, we must timely develop and market new products and
    enhancements to existing products that keep pace with advancing
    technological developments and industry standards and that address the
    needs of customers.  We may not be successful in developing and marketing
    new products and enhancements or we may experience difficulties that
    prevent development of products and enhancements in a timely manner.
    In addition, our products may fail to meet the needs of the marketplace or
    achieve market acceptance.  Any of these circumstances would seriously
    harm our results and financial condition.

    We must devote substantial resources to research and development to remain
    competitive and we may not have the resources to do so.

    For us to be competitive, we must continue to dedicate substantial
    resources to research and development of new products and enhancements of
    current and future products as described in the preceding paragraph.  We
    cannot assure you that we will have sufficient resources to fund the
    necessary research and development or that our research and development
    efforts will be successful.

    We may face litigation that could significantly damage our business and
    financial condition.

    In the telecommunications equipment and other high technology industries,
    litigation increasingly has been used as a competitive tactic by both
    established companies seeking to protect their position in the market and
    by emerging companies attempting to gain access to the market.  In this
    type of litigation, complaints may be filed on various grounds, such as:

    o  antitrust;

    o  breach of contract;

    o  trade secret;

    o  copyright or patent infringement;

    o  patent or copyright invalidity; and

    o  unfair business practices.

    If we have to defend ourselves against one or more of these claims,
    whether or not they have any merit, we are likely to incur substantial
    expense and management's attention will be diverted from operations.  This
    type of litigation also may cause confusion in the market and make our
    licensees and distributors reluctant to commit resources to our products.
    Any of these effects could have a significant negative impact on our
    business and financial condition.
<PAGE>
    In the event that any of our patents or other intellectual property rights
    were deemed invalid or were determined not to prohibit competing
    technologies as a result of litigation, our competitive position would be
    significantly harmed.  See Our competitive position will be seriously
    damaged if we cannot protect intellectual property rights in our
    technology.

    Certain former holders of our 5% Series A Convertible Preferred Stock
    believe that we did not issue them enough common stock on conversion of
    their preferred stock.

    Under the terms of our 5% Series A Convertible Preferred Stock, on
    October 18, 1999, all of the 11,350 outstanding shares of preferred stock
    automatically were converted into approximately 2.1 million shares of
    common stock at the minimum conversion price of $8.00 per common share
    specified in the terms.  However, we received notice form two holders of
    preferred stock, NP Partners and Olympus Securities, Ltd., that they
    believe that they are entitled to additional shares of common stock
    because the minimum conversion price did not apply to the automatic
    conversion.  We do not agree with this interpretation and we have
    notified these holders of our position.  NP Partners and Olympus
    Securities have not indicated the number of additional shares to which
    they believe they are entitled.  However, we have determined that if the
    minimum conversion price did not apply, all former holders of preferred
    stock would be entitled to a total of approximately 4.2 million additional
    shares.  If we were required to issue these shares it would cause
    substantial dilution to our stockholders.

    In order to succeed we must develop markets for our products and we may be
    unable to do so.

    Our ability to achieve profitability depends on our ability to develop
    both domestic and international markets for our products and on the
    acceptance of our products by these markets.  We cannot assure you that
    we will be able to develop adequate markets or generate enough sales to
    achieve and sustain profitability.

    We rely on third parties to manufacture components for our products.

    We manufacture some of our products and product components in-house.  We
    also use subcontractors to manufacture certain product components, such
    as cellular transceivers and radio modules, and to assemble some of our
    products, such as fixed wireless terminals.  In the past, we experienced
    delays in receiving subcontracted components and assembled products which
    resulted in delays in our ability to deliver products.  We may experience
    similar delays in the future.

    Our inability to obtain sufficient quantities of raw materials and key
    components when required, or to develop alternative sources of supply if
    required in the future, could result in delays or reductions in product
    shipments and increased costs for affected parts.  In addition, production
    capacity restraints at our subcontractors or in our own manufacturing
    facilities could prevent us from meeting production obligations.

    Delays in product deliveries for any reason or our failure to deliver
    products could significantly harm customer relationships and result in
    the loss of potential sales.  Delivery delays or failures also could
    subject us to litigation.  We may face litigation that could significantly
    damage our business and financial condition.
<PAGE>
    We depend on Motorola to supply the transceivers for some of our products.

    We currently obtain most of the cellular transceivers we use in some of our
    products from Motorola, which is one of our major stockholders and
    competitors.  Motorola has agreed to make transceivers available to us
    based on any transmission technology that Motorola's Cellular Subscriber
    Group offers, when, as and if these products are offered to the public.
    Motorola has a right of first refusal to supply all of our transceiver
    needs on the same terms as we could get from a competitor of Motorola,
    provided that Motorola manufactures a product comparable to the
    competitor's and our customer does not specifically request another
    manufacturer's transceiver.  If we are unable to get sufficient quantities
    of Motorola transceivers, we might have to redesign some of our products.
    This could increase our costs and cause shipments delays.

    Quality control problems could harm our sales.

    We believe that our products currently meet high standards of quality.  We
    have instituted quality monitoring procedures and we are ISO-9001
    compliant.  All of our major subcontractors also have quality control
    procedures in place and are ISO-9001 compliant.  However, we and/or our
    subcontractors may experience quality control problems in the future.  If
    this occurs, the quality of our products could suffer, which could
    significantly harm product sales.

    We operate in developing markets which may subject us to volatile
    conditions not present in the U.S.

    Developing countries are some of our largest potential markets.  As we
    expand our operations in these countries, our business and performance
    could be negatively affected by a variety of factors and conditions that
    businesses operating in the U.S. generally do not have to contend with,
    such as:

    o  foreign currency exchange fluctuations and instability of foreign
       currencies;

    o  political or economic instability and volatility in particular
       countries or regions;

    o  limited protection for intellectual property;

    o  difficulties in staffing and managing international operations; and

    o  difficulties in collecting accounts receivable.

    To date, our sales have not been negatively affected by currency
    fluctuations.  We currently require either letters of credit or
    qualification for export credit insurance underwritten by the U.S.
    Export-Import Bank or other third party insurers on a substantial portion
    of our international orders.  We also try to conduct all of our
    international transactions in U.S. dollars to minimize the effects of
    currency fluctuations.  However, as our international operations grow,
    foreign exchange fluctuations and foreign currency inflation may pose
    greater risks for us and we may be required to develop and implement
    additional strategies to mange these risks.  If we are not successful in
    managing these risks our business and financial condition could be
    seriously harmed.

    Some of our directors may have conflicts of interest that may adversely
    affect our business.

    Our board of directors currently includes, and we expect that it will
    continue to include, persons designated by companies with whom we have
    business relationships.  It is possible that the companies that designate
    these directors, such as Motorola, may be in direct or indirect
    competition with us or among themselves for business activities or
    transactions.  Although the affected directors may abstain from voting
    on matters in which Telular's interests and the interests of another
    company are in conflict, the presence of potential or actual conflicts
    could affect the process or outcome of board deliberations in ways that
    would harm our business and financial condition.
<PAGE>
    A small number of our existing stockholders exercise significant control
    over our affairs.

    As of September 30, 1999, our officers and directors, together with
    entities affiliated with our directors, beneficially owned 32.3% of our
    common stock (this is assuming that they had actually exercised all stock
    options that were exercisable within 60 days of November 19, 1999).  If
    these stockholders act together, they have a significant impact on
    director elections and matters that require stockholder approval, such as
    a change of control of Telular.  Thus, these stockholders may have the
    ability to direct our affairs in a manner that is beneficial for
    themselves but harmful to other shareholders.

    Under a shareholders agreement, Motorola has the right to nominate a number
    of directors that is proportionate to its holding of common stock.  As of
    November 19, 1999, Motorola held 10.1% of our common stock.  As long as
    Motorola holds at least 10% of our outstanding common stock it may nominate
    at least one director, and as long as it holds at least 20% of our
    outstanding common stock it may nominate at least two directors.  Our other
    principal stockholders have agreed to vote in favor of each Motorola
    nominee.