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.

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 Cellular Fixed Wireless
telecommunications industry in general and increased demand for Cellular Fixed
Wireless products worldwide, particularly in developing countries. Based upon
observed trends, the Company believes that the market for Cellular Fixed
Wireless terminals and cellular desktop phones (collectively Fixed Wireless
Terminals or FWTs) will experience substantial growth over the next five years.
The Company has identified significant growth opportunities in Africa, Brazil,
China, Europe, India, Mexico, Venezuela and the USA. Each of these markets will
develop at a different pace, and the sales cycle for these regions are likely to
be several months or quarters.

In addition, unfavorable general economic conditions in any market will have a
negative effect 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. In connection with the present global economic slowdown,
the Company's prospects for continued growth have been accordingly reduced in
the near term. However, as economic conditions improve, the Company is well
positioned with a wide range of products to capitalize on these market
opportunities.

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
US 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 US 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 US, 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,

<PAGE>

including the principal countries of Western Europe, and we and our competitors
are now legally barred from obtaining patents in these countries.

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     Better focus/commitment - In the Wireless Local Loop (WLL) market,
            the Company's only business is cellular FWTs. Typically, the largest
            competitors sell FWTs in support of their primary focus--their
            network infrastructure business.

      o     More experience - The Company has been in the FWT business for 16
            years and the Wireless Security Products business for 11 years and
            has deployed its units in more than 130 countries worldwide, which
            reflects in the quality and reliability of its products.

      o     Broader product line - The Company offers products that operate on
            the world's major cellular air-interface standards and has developed
            products for 2.5G networks. The company offers both terminal type
            and phone-type products.

      o     Service and support - The Company provides customers with
            comprehensive product service and support. The Company provides
            on-site technical and application support through its regional sales
            and support offices backed up by field support engineers dispatched
            from its Hauppauge, New York and Vernon Hills, Illinois offices.

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.

Recently, we have seen an increase in the number of competitors using Docking
Station Products. A docking station is an accessory product that enables a user
with a cellular phone to easily connect it to phone(s), a fax machine or a
computer modem, and therefore, simulate the functionality of our PHONECELL(R)
products. Docking Station Products have a competitive advantage from a pricing
standpoint because the user already owns a cellular phone.

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

The market for cellular 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     Ericsson;
      o     Nokia; and
      o     LG Electronics.

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.
<PAGE>

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
and Ericsson, which permits these companies to produce and sell products using
our technology that compete with ours. Because these companies have greater
resources than we do, they may be able to sell similar products more effectively
and cheaper than we can.

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 Africa, Brazil, China, India, Mexico and Venezuela. 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 wireless systems, or
construction 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 US are more developed than in
many other markets that we target, continued expansion of wireless
infrastructure and demand for cellular fixed wireless products in the US 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.

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, 2002, we had
$33.8 million in cash and cash equivalents and a working capital surplus of
$40.2 million. Based on our current operating plan, we believe that our existing
capital resources, 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. We target markets in developing countries for product sales, and the
nature of these markets makes it difficult to predict revenues. Events that we
cannot anticipate, economic and political factors, and our customer's ability to
execute their plans, may result in order cancellations which may increase our
capital needs. Also, it is difficult to predict the amount royalty income we
will receive from our licensees. Thus, our actual cash requirements may be
greater than we currently anticipate.
<PAGE>

Accordingly, we may not have adequate funds to cover our expenses. If this were
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.

Our revenues may increase or decrease significantly due to our reliance on a
limited number of customers for most of our product sales.

Shipments under the Company's agreement with Radiomovil Dipsa Mexico (Telcel) to
supply $67.5 million Desktop Phones dated September 13, 2000, were completed
during the fourth quarter of fiscal year 2001. The absence of desktop phone
shipments to Mexico during the first quarter of fiscal year 2002 resulted in a
significant decline in net product sales. On January 2, 2002, Telcel ordered
additional desktop phones under the above agreement and the Company shipped the
additional desktop phones to Mexico from February through June 2002. On June 14,
2002, Telcel extended the above agreement, to include a $24 million order
(subsequently increased to $31 million) for more desktop phones to be shipped
from August through December 2002. In addition, on June 19, 2002, the Company
received a letter of intent from Telcel indicating its intent to acquire an
additional $18 million in desktop phones after December 2002 provided that there
is a demand for such phones in the consumer market in Mexico.

The absence of continuation agreements with this customer or failure to replace
this business in the future could cause revenues to decrease significantly.

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;
      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. Since October
1, 1999, the price of our common stock has ranged from a high of $32.00 to a low
of $1.00 per share.
<PAGE>

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     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, 2002, there were options granted to employees and directors
to purchase approximately 1,196,000 shares of the Company's common stock.
However, options to purchase approximately 706,000 of these shares were
exercisable at that time. The exercise prices for the exercisable options ranges
from $1.56 to $39.00 per share, with a weighted average exercise price of
$10.18. Options to purchase the remaining 490,000 shares will become exercisable
over the next three years. The exercise prices for the options that are not yet
exercisable have a weighted average exercise price of $10.40.

In connection with the credit facility with Wells Fargo Bank (Wells), we issued
to Wells warrants to purchase 50,000 shares of common stock at an exercise price
of $16.29 per share. In connection with the private placement of 444,444 shares
of common stock on March 3, 2000, we issued warrants to purchase 358,407
additional shares at exercise prices which range from $12.27 to $31.56 per
share, an option to purchase 177,746 additional shares at an exercise price of
$28.13 per share, and the right to receive additional warrants to purchase
50,000 additional shares at an exercise price of $31.56 per share. In the future
we may issue additional shares of common stock, convertible securities, options
and warrants.

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 cellular fixed 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.
<PAGE>

Our results depend on our ability to develop and introduce new products into
existing and emerging markets and to reduce the costs to produce existing
products

The process of developing new technology is complex and uncertain, and if we
fail to accurately predict the changing needs of our customers and emerging
technological trends, our results and financial condition may suffer. We must
commit significant resources, including those contracted from third parties, to
develop new products before knowing whether our investments will result in
products the market will accept.

The success of new products is dependent on several factors, including proper
new product definition, component costs, timely completion and introduction of
these products, differentiation of new products from those of our competitors,
and market acceptance of these products. There can be no assurance that we will
successfully identify new product opportunities, develop and bring new products
to market in a timely manner, and achieve market acceptance of our products, or
that products and technologies developed by others or new industry standards
will not render our products or technologies obsolete or noncompetitive.
Furthermore, we may not successfully execute on new product opportunities
because of technical hurdles which we or our contractors fail to overcome in a
timely fashion. This could result in competitors providing a solution before we
do, and loss of market share, revenues and earnings.

The Company has made significant investments in research and development for new
products, services and technologies, including our new GSM, CDMA and TDMA
products. Significant revenue from these investments may not be achieved for a
number of years, if at all. Moreover, these products and services may never be
profitable, and even if they are profitable, operating margins for these
businesses are not expected to be as high as the margins historically
experienced for our other products.

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.

Although our patents have been successfully defended in courts in the US and New
Zealand, rulings in such cases may not apply to new Docking Station Products.
Two manufacturers in the US are currently challenging the validity and
applicability of our patents in federal court.
<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."

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.

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. In Form
SC-13G filings with the Securities and Exchange Commission in October and
December 1999, certain of the previous holders noted that based upon their
interpretation of Mandatory Conversion formula, the holders were entitled to an
aggregate of approximately 4.2 million additional shares. We do not agree with
this interpretation, we have notified these holders of our position. If we were
required to issue these shares it would cause substantial dilution to our
stockholders.

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

We manufacture some of our products and product components in-house. We also use
subcontractors to manufacture certain OEM products and product components, such
as cellular transceivers and radio modules, and to assemble some of our
products, such as cellular fixed wireless terminals. In the past, we experienced
delays in receiving subcontracted components and assembled products that
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 to litigation.
See "Risk Factors --We may face litigation that could significantly damage our
business and financial condition."

We depend on Motorola to supply transceivers for some of our products.

We currently obtain some of the cellular transceivers we use in our products and
products we sell from Motorola, which is one of our major 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 our products.
This could increase our costs and cause shipments delays.

Quality control problems could harm our sales.
<PAGE>

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 US

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
US 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 prepayment, letters of credit or qualification for
export credit insurance underwritten by the US 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 US 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.