<PAGE>   1
    As filed with the Securities and Exchange Commission on January 28, 1997
                                                            Registration No. 33-

                    -------------------------------------
                     SECURITIES AND EXCHANGE COMMISSION
                           WASHINGTON, D.C. 20549
                              -----------------
                                  FORM S-8
                           REGISTRATION STATEMENT
                                    UNDER
                         THE SECURITIES ACT OF 1933
                              -----------------
                             TELULAR CORPORATION
           (Exact name of registrant as specified in its charter)


          DELAWARE                                    36-3885440
(State or other jurisdiction                      (I.R.S. Employer
      of incorporation or                        Identification No.)
        organization)

                                 ----------
                            920 DEERFIELD PARKWAY
                        BUFFALO GROVE, ILLINOIS 60089
 (Address, including zip code, of registrant's principal executive offices)
                                 ----------
                             TELULAR CORPORATION
                            STOCK INCENTIVE PLAN
                            (Full title of plan)
                                 ----------

    FRANK J. M. TEN BRINK                                  COPY TO:
   CHIEF FINANCIAL OFFICER                          MICHAEL E. CUTLER, ESQ.
     TELULAR CORPORATION                              COVINGTON & BURLING
    920 DEERFIELD PARKWAY                       1201 PENNSYLVANIA AVENUE, N.W.
 BUFFALO GROVE, ILLINOIS 60089                       WASHINGTON, D.C. 20004
      (847) 465-4500                                   (202) 662-6000
(Name, address, including zip code, 
and telephone number, including     
area code, of agent for service)    

                                 ----------
                        CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
========================================================================================================
                                              Proposed Maximum    Proposed Maximum       Amount of
    Title of Securities       Amount to be     Offering Price         Aggregate        Registration
      to be Registered       Registered (1)     Per Share (2)    Offering Price (1)         Fee
--------------------------------------------------------------------------------------------------------
 <S>                             <C>             <C>                <C>                 <C>
 Common Stock, par value
 $.01 per share  . . . .         2,500,000       $4.7014/$7.5       $11,064,240         $3,176.42
========================================================================================================
</TABLE>


(1)      This Registration Statement on Form S-8 registers the issuance and/or
         transfer of (i) 2,500,000 shares of common stock, par value $.01 per
         share (the "Common Stock") of Telular Corporation, a Delaware
         corporation (the "Registrant"), presently reserved for issuance under
         the Telular Corporation Stock Incentive Plan (the "Plan"), and (ii)
         pursuant to Rule 416, additional shares of Common Stock that become
         available under the Plan in connection with stock dividends, stock
         splits or similar transactions affecting the Common Stock generally.
         The Registrant has previously registered the issuance and/or transfer
         of 500,000 shares of Common Stock in connection with the Plan, which
         was formerly known as the Amended and Restated Stock Option Plan.  On
         January 23, 1996, the shareholders of the Registrant approved certain
         amendments to the Plan, which, among other things, increased the
         number of shares of Common Stock issuable thereunder by 1,500,000 and
         allowed directors, officers and all employees to participate therein.
         On January 28, 1997, the shareholders of the Registrant approved
         certain amendments to the Plan, which, among other things, increased
         the number of shares of Common Stock issuable thereunder by 1,000,000
         and allowed directors, officers and all employees to participate
         therein.
(2)      A maximum offering price of $4.7014 was used to calculate the fee for
         1,024,768 shares and was estimated based on the weighted average of
         the exercise price for the options granted under the Plan relating to
         those shares. The proposed maximum offering price for the remaining
         shares was estimated solely for the purpose of calculating the
         registration fee pursuant to Rule 457(h) based on the average of the
         high and low sale prices of the shares of Common Stock as reported on
         the Nasdaq National Market System on January  23, 1997 for the
         additional 1,475,232 shares included in the Stock Incentive Plan, for
         which options have not yet been granted.
<PAGE>   2
REGISTRATION OF ADDITIONAL SECURITIES

         The purpose of this Registration Statement on Form S-8 is to register
an additional 2,500,000 shares of common stock, par value $.01 per share (the
"Common Stock") of Telular Corporation, a Delaware corporation (the
"Registrant"), presently reserved for issuance under the Telular Corporation
Stock Incentive Plan (the "Plan"), and, pursuant to Rule 416, any additional
shares of Common Stock that become available under the Plan in connection with
stock dividends, stock splits or similar transactions affecting the Common
Stock generally.  The Registrant has previously registered the issuance and/or
transfer of 500,000 shares of Common Stock in connection with the Plan, which
was formerly known as the Amended and Restated Stock Option Plan, on the
Company's Registration Statement No. 33-80968, filed with the Commission on
June 30, 1994.  Pursuant to General Instruction E of Form S-8 with respect to
the registration of additional securities hereunder, the contents of the
Company's Registration Statement No. 33-80968 are incorporated herein by
reference.

                                    PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

         The following documents, heretofore filed by the Registrant with the
Securities and Exchange Commission pursuant to the Securities Act of 1933, as
amended (the "Securities Act"), and the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), are incorporated by reference in this
Registration Statement, except as superseded or modified as described herein:

         (a)     The Registrant's Annual Report on Form 10-K filed on December
                 20, 1996 pursuant to Section 13 or 15(d) of the Securities
                 Exchange Act of 1934, which contains the Registrant's audited
                 financial statements for the fiscal year ended September 30,
                 1996.

         (b)     The description of the Registrant's Common Stock contained in
                 the Registrant's registration statement on Form 8-A, dated
                 January 13, 1994, filed pursuant to Section 12 of the Exchange
                 Act, which incorporates by reference the description contained
                 in the Registrant's registration statement on Form S-1 under
                 the Securities Act, No.  33-72096, as amended, and in any
                 amendments or reports that are filed for the purpose of
                 updating such description.

         All documents subsequently filed by the Registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of
a post-effective amendment which indicates that all securities offered have
been sold or which deregisters all securities then remaining unsold, shall be
deemed to be incorporated by reference in this Registration Statement and to be
part hereof from the date of filing such documents.  Any statement contained in
an incorporated document shall be deemed to be modified or superseded for
purposes of this Registration Statement to the extent that a statement
contained herein, or in any other incorporated document subsequently filed,
modifies or supersedes such statement.  Any such statement so modified or
<PAGE>   3
                                     - 2 -

superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Registration Statement.


ITEM 8.  EXHIBITS.

<TABLE>
<CAPTION>
EXHIBIT
NUMBER                      DESCRIPTION                                      REFERENCE
-------                     -----------                                      ---------
 <S>             <C>                                        <C>
                 Instruments defining the rights
                     of Common Stock holders

  4.1            Certificate of Incorporation               Exhibit 3.1 to the Registration State-
                                                            ment of Telular Corporation on Form
                                                            S-1, Registration No. 33-72096, as
                                                            amended ("Form S-1")

  4.2            Amendment No. 1 to                         Exhibit 3.2 to Form S-1
                 Certificate of Incorporation

  4.3            Amendment No. 2 to                         Exhibit 3.3 to Form S-1
                 Certificate of Incorporation

  4.4            Amendment No. 3 to                         Filed herewith
                 Certificate of Incorporation

  4.4            Bylaws                                     Exhibit 3.4 to Form S-1

  4.5            Loan Agreement with LaSalle                Exhibit 4.1 to Annual
                 National Bank and Amendment                Report on Form 10-K of
                 thereto                                    Telular Corporation, filed
                                                            with the Commission on December
                                                            26, 1996 ("Form 10-K")

 4.6             Debenture Agreement dated                  Exhibit 4.2 to Form 10-K
                 December 11, 1995

                 Opinion on legality of Common
                     Stock being registered

 6.1             Opinion of Covington & Burling             Filed herewith

                 Consents of experts and counsel
</TABLE>
<PAGE>   4
                                     - 3 -

<TABLE>
 <S>             <C>                                        <C>
 25.1            Consent of Covington & Burling             Filed herewith as Exhibit 6.1

 25.2            Consent of Ernst & Young                   Filed herewith
</TABLE>


ITEM 9.  UNDERTAKINGS.

         (a)     The undersigned Registrant hereby undertakes:

                 (1)      To file, during any period in which offers or sales
                          are being made, a post-effective amendment to this
                          Registration Statement:

                          (i)     To include any prospectus required by Section
                                  10(a)(3) of the Securities Act;

                          (ii)    To reflect in the prospectus any facts or
                                  events arising after the effective date of
                                  this Registration Statement (or the most
                                  recent post-effective amendment thereof)
                                  which, individually or in the aggregate,
                                  represent a fundamental change in the
                                  information set forth in the Registration
                                  Statement.  Notwithstanding the foregoing,
                                  any increase or decrease in volume of
                                  securities offered (if the total dollar value
                                  of securities offered would not exceed that
                                  which was registered) and any deviation from
                                  the low or high end of the estimated maximum
                                  offering range may be reflected in the form
                                  of prospectus filed with the Commission
                                  pursuant to Rule 424(b) if, in the aggregate,
                                  the changes in volume and price represent no
                                  more than a 20% change in the maximum
                                  aggregate offering price set forth in the
                                  "Calculation of Registration Fee" table in
                                  the effective registration statement;

                          (iii)   To include any material information with
                                  respect to the plan of distribution not
                                  previously disclosed in the Registration
                                  Statement or any material change to such
                                  information in the Registration Statement;

                          Provided, however, that paragraphs (a)(1)(i) and
                          (a)(1)(ii) do not apply if the registration statement
                          is on Form S-3, Form S-8 or Form F-S, and the
                          information required to be included in a
                          post-effective amendment by those paragraphs is
                          contained in periodic reports filed by the Registrant
                          pursuant to Section 13 or Section 15(d) of the
                          Exchange Act that are incorporated by reference in
                          the Registration Statement.

                 (2)      That, for the purpose of determining any liability
                          under the Securities Act, each such post-effective
                          amendment shall be deemed to be a new
<PAGE>   5
                                     - 4 -

                          registration statement relating to the securities
                          offered therein, and the offering of such securities
                          at that time shall be deemed to be the initial bona
                          fide offering thereof.

                 (3)      To remove from registration by means of a
                          post-effective amendment any of the securities
                          registered which remain unsold at the termination of
                          the offering.


         (b)     The Registrant hereby undertakes that, for purposes of
                 determining any liability under the Securities Act, each
                 filing of the Registrant's annual report pursuant to Section
                 13(a) or Section 15(d) of the Exchange Act that is
                 incorporated by reference in the Registration Statement shall
                 be deemed to be a new registration statement relating to the
                 Common Stock offered therein, and the offering of such Common
                 Stock at that time shall be deemed to be the initial bona fide
                 offering thereof.

         (h)     Insofar as indemnification for liabilities arising under the
                 Securities Act may be permitted to directors, officers and
                 controlling persons of the Registrant pursuant to the
                 foregoing provisions, or otherwise, the Registrant has been
                 advised that in the opinion of the Securities and Exchange
                 Commission such indemnification is against public policy as
                 expressed in the Securities Act and is, therefore,
                 unenforceable.  In the event that a claim for indemnification
                 against such liabilities (other than the payment by the
                 Registrant of expenses incurred or paid by a director, officer
                 or controlling person of the Registrant in the successful
                 defense of any action, suit or proceeding) is asserted by such
                 director, officer or controlling person in connection with the
                 securities being registered, the Registrant will, unless in
                 the opinion of its counsel the matter has been settled by
                 controlling precedent, submit to a court of appropriate
                 jurisdiction the question whether such indemnification by it
                 is against public policy as expressed in the Securities Act
                 and will be governed by the final adjudication of such issue.
<PAGE>   6
                                     - 5 -

                                   SIGNATURES

         Pursuant to the requirements of the Securities Act, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized in the City of Buffalo Grove, State of Illinois, on the 28th day of
January 1997.

                                         TELULAR CORPORATION
                                             (Registrant)
                        
                        
                        
                                         By:  /s/Kenneth E. Millard     
                                              --------------------------
                                               Kenneth E. Millard
                                                    President,
                                             Chief Executive Officer
<PAGE>   7
                                     - 6 -


         Each person whose signature appears below constitutes and appoints
Kenneth E. Millard and Frank J. M. ten Brink, and each of them, his true and
lawful attorneys-in-fact and agents, with full power of substitution and
resubstitution, for him and in his name, place and stead, and in any and all
capacities, to sign any and all amendments to this Registration Statement, and
to file the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, state securities law
administrators, other governmental authorities, the Nasdaq Stock Market, and
stock exchanges, granting unto said attorneys-in-fact and agents full power and
authority to do and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully and to all intents and
purposes as he might or could do in person, hereby ratifying and confirming all
that said attorneys-in-fact and agents, or their substitute or substitutes, may
lawfully do or cause to be done by virtue thereof.

         Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in the capacities and on the
dates indicated.


<TABLE>
<CAPTION>
    SIGNATURE                                   TITLE                                     DATE
    ---------                                   -----                                     ----
<S>                               <C>                                                <C>
/s/Kenneth E. Millard                      President, Chief                          January 28, 1997
---------------------                Executive Officer and Director                                  
Kenneth E. Millard                     (principal executive officer)


/s/ Frank J. M. ten Brink
-------------------------
Frank J. M. ten Brink              Chief Financial Officer, Secretary                January 28, 1997
                                        and Senior Vice President
                                     (principal financial officer)

/s/ Timothy L. Walsh                   Comptroller and Treasurer                     January 28, 1997
--------------------                 (principal accounting officer)                                  
Timothy L. Walsh                                                   


/s/ William L. De Nicolo                Chairman of the Board                        January 28, 1997
------------------------                                                                             
William L. De Nicolo
</TABLE>
<PAGE>   8
                                     - 7 -



<TABLE>
<S>                                        <C>                                      <C>             
/s/ Joel J. Bellows                        Director                                 January 28, 1997
-------------------                                                                                 
Joel J. Bellows                                                                                     
                                                                                                    
                                                                                                    
                                                                                                    
/s/ John E. Berndt                         Director                                 January 28, 1997
------------------                                                                                  
John E. Berndt                                                                                      
                                                                                                    
                                                                                                    
                                                                                                    
/s/ Robert B. Blow                         Director                                 January 28, 1997
------------------                                                                                  
Robert B. Blow                                                                                      
                                                                                                    
                                                                                                    
                                                                                                    
/s/ Larry J. Ford                          Director                                 January 28, 1997
-----------------                                                                                   
Larry J. Ford                                                                                       
                                                                                                    
                                                                                                    
                                                                                                    
/s/ Richard D. Haning                      Director                                 January 28, 1997
---------------------                                                                               
Richard D. Haning                                                                                   
                                                                                                    
                                                                                                    
                                                                                                    
/s/ David P. Mixer                         Director                                 January 28, 1997
------------------                                                                                  
David P. Mixer                                                                                      
                                                                                                    
                                                                                                    
                                                                                                    
/s/ William E. Spencer                     Director                                 January 28, 1997
----------------------                                                                         
William E. Spencer
</TABLE>





<PAGE>   9
                                     - 8 -

                                 EXHIBIT INDEX

<TABLE>
<CAPTION>
EXHIBIT                                                     SEQUENTIAL
NUMBER           DESCRIPTION                                PAGE NUMBER
-------          -----------                                -----------
 <S>             <C>                                        <C>
  4.1            Certificate of Incorporation               Exhibit 3.1 to the Registration State-
                                                            ment of Telular Corporation on Form
                                                            S-1, Registration No. 33-72096, as
                                                            amended ("Form S-1")

  4.2            Amendment No. 1 to                         Exhibit 3.2 to Form S-1
                 Certificate of Incorporation

  4.3            Amendment No. 2 to                         Exhibit 3.3 to Form S-1
                 Certificate of Incorporation

  4.4            Bylaws                                     Exhibit 3.4 to Form S-1


  4.5            Loan Agreement with LaSalle                Exhibit 4.1 to Annual
                 National Bank and Amendment                Report on Form 10-K of
                 thereto                                    Telular Corporation, filed
                                                            with the Commission on December
                                                            20, 1996 ("Form 10-K")

  4.6            Debenture Agreement dated                  Exhibit 4.2 to Form 10-K
                 December 11, 1995

  6.1            Opinion of Covington & Burling

 25.1            Consent of Covington & Burling             Filed herewith as Exhibit 6.1

 25.2            Consent of Ernst & Young
</TABLE>
[{"type": "S-8", "sequence": "1", "description": "FORM S-8 FILED ON 1/28/97", "secsgml_size_bytes": 26548}]
{"company-data": {"conformed-name": "TELULAR CORP", "cik": "0000915324", "assigned-sic": "3661", "irs-number": "363885440", "state-of-incorporation": "DE", "fiscal-year-end": "0930"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-20581", "film-number": "97512596"}, "business-address": {"street1": "ATTN ACCOUNTS PAYABLE", "street2": "920 DEERFIELD PKWY", "city": "BUFFALO GROVE", "state": "IL", "zip": "60089", "phone": "8474654500"}, "mail-address": {"street1": "920 DEERFIELD PARKWAY", "city": "BUFFALO GROVE", "state": "IL", "zip": "60089"}}
1
    As filed with the Securities and Exchange Commission on January 28, 1997
                                                            Registration No. 33-

                    -------------------------------------
                     SECURITIES AND EXCHANGE COMMISSION
                           WASHINGTON, D.C. 20549
                              -----------------
                                  FORM S-8
                           REGISTRATION STATEMENT
                                    UNDER
                         THE SECURITIES ACT OF 1933
                              -----------------
                             TELULAR CORPORATION
           (Exact name of registrant as specified in its charter)

          DELAWARE                                    36-3885440
(State or other jurisdiction                      (I.R.S. Employer
      of incorporation or                        Identification No.)
        organization)

                                 ----------
                            920 DEERFIELD PARKWAY
                        BUFFALO GROVE, ILLINOIS 60089
 (Address, including zip code, of registrant's principal executive offices)
                                 ----------
                             TELULAR CORPORATION
                            STOCK INCENTIVE PLAN
                            (Full title of plan)
                                 ----------

    FRANK J. M. TEN BRINK                                  COPY TO:
   CHIEF FINANCIAL OFFICER                          MICHAEL E. CUTLER, ESQ.
     TELULAR CORPORATION                              COVINGTON & BURLING
    920 DEERFIELD PARKWAY                       1201 PENNSYLVANIA AVENUE, N.W.
 BUFFALO GROVE, ILLINOIS 60089                       WASHINGTON, D.C. 20004
      (847) 465-4500                                   (202) 662-6000
(Name, address, including zip code, 
and telephone number, including     
area code, of agent for service)    

                                 ----------
                        CALCULATION OF REGISTRATION FEE
========================================================================================================
                                              Proposed Maximum    Proposed Maximum       Amount of
    Title of Securities       Amount to be     Offering Price         Aggregate        Registration
      to be Registered       Registered (1)     Per Share (2)    Offering Price (1)         Fee
--------------------------------------------------------------------------------------------------------
Common Stock, par value
 $.01 per share  . . . .         2,500,000       $4.7014/$7.5       $11,064,240         $3,176.42
========================================================================================================
(1)      This Registration Statement on Form S-8 registers the issuance and/or
         transfer of (i) 2,500,000 shares of common stock, par value $.01 per
         share (the "Common Stock") of Telular Corporation, a Delaware
         corporation (the "Registrant"), presently reserved for issuance under
         the Telular Corporation Stock Incentive Plan (the "Plan"), and (ii)
         pursuant to Rule 416, additional shares of Common Stock that become
         available under the Plan in connection with stock dividends, stock
         splits or similar transactions affecting the Common Stock generally.
         The Registrant has previously registered the issuance and/or transfer
         of 500,000 shares of Common Stock in connection with the Plan, which
         was formerly known as the Amended and Restated Stock Option Plan.  On
         January 23, 1996, the shareholders of the Registrant approved certain
         amendments to the Plan, which, among other things, increased the
         number of shares of Common Stock issuable thereunder by 1,500,000 and
         allowed directors, officers and all employees to participate therein.
         On January 28, 1997, the shareholders of the Registrant approved
         certain amendments to the Plan, which, among other things, increased
         the number of shares of Common Stock issuable thereunder by 1,000,000
         and allowed directors, officers and all employees to participate
         therein.
(2)      A maximum offering price of $4.7014 was used to calculate the fee for
         1,024,768 shares and was estimated based on the weighted average of
         the exercise price for the options granted under the Plan relating to
         those shares. The proposed maximum offering price for the remaining
         shares was estimated solely for the purpose of calculating the
         registration fee pursuant to Rule 457(h) based on the average of the
         high and low sale prices of the shares of Common Stock as reported on
         the Nasdaq National Market System on January  23, 1997 for the
         additional 1,475,232 shares included in the Stock Incentive Plan, for
         which options have not yet been granted.
2
REGISTRATION OF ADDITIONAL SECURITIES

         The purpose of this Registration Statement on Form S-8 is to register
an additional 2,500,000 shares of common stock, par value $.01 per share (the
"Common Stock") of Telular Corporation, a Delaware corporation (the
"Registrant"), presently reserved for issuance under the Telular Corporation
Stock Incentive Plan (the "Plan"), and, pursuant to Rule 416, any additional
shares of Common Stock that become available under the Plan in connection with
stock dividends, stock splits or similar transactions affecting the Common
Stock generally.  The Registrant has previously registered the issuance and/or
transfer of 500,000 shares of Common Stock in connection with the Plan, which
was formerly known as the Amended and Restated Stock Option Plan, on the
Company's Registration Statement No. 33-80968, filed with the Commission on
June 30, 1994.  Pursuant to General Instruction E of Form S-8 with respect to
the registration of additional securities hereunder, the contents of the
Company's Registration Statement No. 33-80968 are incorporated herein by
reference.

                                    PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

         The following documents, heretofore filed by the Registrant with the
Securities and Exchange Commission pursuant to the Securities Act of 1933, as
amended (the "Securities Act"), and the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), are incorporated by reference in this
Registration Statement, except as superseded or modified as described herein:

         (a)     The Registrant's Annual Report on Form 10-K filed on December
                 20, 1996 pursuant to Section 13 or 15(d) of the Securities
                 Exchange Act of 1934, which contains the Registrant's audited
                 financial statements for the fiscal year ended September 30,
                 1996.

         (b)     The description of the Registrant's Common Stock contained in
                 the Registrant's registration statement on Form 8-A, dated
                 January 13, 1994, filed pursuant to Section 12 of the Exchange
                 Act, which incorporates by reference the description contained
                 in the Registrant's registration statement on Form S-1 under
                 the Securities Act, No.  33-72096, as amended, and in any
                 amendments or reports that are filed for the purpose of
                 updating such description.

         All documents subsequently filed by the Registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of
a post-effective amendment which indicates that all securities offered have
been sold or which deregisters all securities then remaining unsold, shall be
deemed to be incorporated by reference in this Registration Statement and to be
part hereof from the date of filing such documents.  Any statement contained in
an incorporated document shall be deemed to be modified or superseded for
purposes of this Registration Statement to the extent that a statement
contained herein, or in any other incorporated document subsequently filed,
modifies or supersedes such statement.  Any such statement so modified or
3
                                     - 2 -

superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Registration Statement.

ITEM 8.  EXHIBITS.
EXHIBIT
NUMBER                      DESCRIPTION                                      REFERENCE
-------                     -----------                                      ---------
Instruments defining the rights
                     of Common Stock holders

  4.1            Certificate of Incorporation               Exhibit 3.1 to the Registration State-
                                                            ment of Telular Corporation on Form
                                                            S-1, Registration No. 33-72096, as
                                                            amended ("Form S-1")

  4.2            Amendment No. 1 to                         Exhibit 3.2 to Form S-1
                 Certificate of Incorporation

  4.3            Amendment No. 2 to                         Exhibit 3.3 to Form S-1
                 Certificate of Incorporation

  4.4            Amendment No. 3 to                         Filed herewith
                 Certificate of Incorporation

  4.4            Bylaws                                     Exhibit 3.4 to Form S-1

  4.5            Loan Agreement with LaSalle                Exhibit 4.1 to Annual
                 National Bank and Amendment                Report on Form 10-K of
                 thereto                                    Telular Corporation, filed
                                                            with the Commission on December
                                                            26, 1996 ("Form 10-K")

 4.6             Debenture Agreement dated                  Exhibit 4.2 to Form 10-K
                 December 11, 1995

                 Opinion on legality of Common
                     Stock being registered

 6.1             Opinion of Covington & Burling             Filed herewith

                 Consents of experts and counsel
4
                                     - 3 -
25.1            Consent of Covington & Burling             Filed herewith as Exhibit 6.1

 25.2            Consent of Ernst & Young                   Filed herewith
ITEM 9.  UNDERTAKINGS.

         (a)     The undersigned Registrant hereby undertakes:

                 (1)      To file, during any period in which offers or sales
                          are being made, a post-effective amendment to this
                          Registration Statement:

                          (i)     To include any prospectus required by Section
                                  10(a)(3) of the Securities Act;

                          (ii)    To reflect in the prospectus any facts or
                                  events arising after the effective date of
                                  this Registration Statement (or the most
                                  recent post-effective amendment thereof)
                                  which, individually or in the aggregate,
                                  represent a fundamental change in the
                                  information set forth in the Registration
                                  Statement.  Notwithstanding the foregoing,
                                  any increase or decrease in volume of
                                  securities offered (if the total dollar value
                                  of securities offered would not exceed that
                                  which was registered) and any deviation from
                                  the low or high end of the estimated maximum
                                  offering range may be reflected in the form
                                  of prospectus filed with the Commission
                                  pursuant to Rule 424(b) if, in the aggregate,
                                  the changes in volume and price represent no
                                  more than a 20% change in the maximum
                                  aggregate offering price set forth in the
                                  "Calculation of Registration Fee" table in
                                  the effective registration statement;

                          (iii)   To include any material information with
                                  respect to the plan of distribution not
                                  previously disclosed in the Registration
                                  Statement or any material change to such
                                  information in the Registration Statement;

                          Provided, however, that paragraphs (a)(1)(i) and
                          (a)(1)(ii) do not apply if the registration statement
                          is on Form S-3, Form S-8 or Form F-S, and the
                          information required to be included in a
                          post-effective amendment by those paragraphs is
                          contained in periodic reports filed by the Registrant
                          pursuant to Section 13 or Section 15(d) of the
                          Exchange Act that are incorporated by reference in
                          the Registration Statement.

                 (2)      That, for the purpose of determining any liability
                          under the Securities Act, each such post-effective
                          amendment shall be deemed to be a new
5
                                     - 4 -

                          registration statement relating to the securities
                          offered therein, and the offering of such securities
                          at that time shall be deemed to be the initial bona
                          fide offering thereof.

                 (3)      To remove from registration by means of a
                          post-effective amendment any of the securities
                          registered which remain unsold at the termination of
                          the offering.

         (b)     The Registrant hereby undertakes that, for purposes of
                 determining any liability under the Securities Act, each
                 filing of the Registrant's annual report pursuant to Section
                 13(a) or Section 15(d) of the Exchange Act that is
                 incorporated by reference in the Registration Statement shall
                 be deemed to be a new registration statement relating to the
                 Common Stock offered therein, and the offering of such Common
                 Stock at that time shall be deemed to be the initial bona fide
                 offering thereof.

         (h)     Insofar as indemnification for liabilities arising under the
                 Securities Act may be permitted to directors, officers and
                 controlling persons of the Registrant pursuant to the
                 foregoing provisions, or otherwise, the Registrant has been
                 advised that in the opinion of the Securities and Exchange
                 Commission such indemnification is against public policy as
                 expressed in the Securities Act and is, therefore,
                 unenforceable.  In the event that a claim for indemnification
                 against such liabilities (other than the payment by the
                 Registrant of expenses incurred or paid by a director, officer
                 or controlling person of the Registrant in the successful
                 defense of any action, suit or proceeding) is asserted by such
                 director, officer or controlling person in connection with the
                 securities being registered, the Registrant will, unless in
                 the opinion of its counsel the matter has been settled by
                 controlling precedent, submit to a court of appropriate
                 jurisdiction the question whether such indemnification by it
                 is against public policy as expressed in the Securities Act
                 and will be governed by the final adjudication of such issue.
6
                                     - 5 -

                                   SIGNATURES

         Pursuant to the requirements of the Securities Act, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized in the City of Buffalo Grove, State of Illinois, on the 28th day of
January 1997.

                                         TELULAR CORPORATION
                                             (Registrant)
                        
                        
                        
                                         By:  /s/Kenneth E. Millard     
                                              --------------------------
                                               Kenneth E. Millard
                                                    President,
                                             Chief Executive Officer
7
                                     - 6 -

         Each person whose signature appears below constitutes and appoints
Kenneth E. Millard and Frank J. M. ten Brink, and each of them, his true and
lawful attorneys-in-fact and agents, with full power of substitution and
resubstitution, for him and in his name, place and stead, and in any and all
capacities, to sign any and all amendments to this Registration Statement, and
to file the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, state securities law
administrators, other governmental authorities, the Nasdaq Stock Market, and
stock exchanges, granting unto said attorneys-in-fact and agents full power and
authority to do and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully and to all intents and
purposes as he might or could do in person, hereby ratifying and confirming all
that said attorneys-in-fact and agents, or their substitute or substitutes, may
lawfully do or cause to be done by virtue thereof.

         Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in the capacities and on the
dates indicated.
SIGNATURE                                   TITLE                                     DATE
    ---------                                   -----                                     ----
/s/Kenneth E. Millard                      President, Chief                          January 28, 1997
---------------------                Executive Officer and Director                                  
Kenneth E. Millard                     (principal executive officer)

/s/ Frank J. M. ten Brink
-------------------------
Frank J. M. ten Brink              Chief Financial Officer, Secretary                January 28, 1997
                                        and Senior Vice President
                                     (principal financial officer)

/s/ Timothy L. Walsh                   Comptroller and Treasurer                     January 28, 1997
--------------------                 (principal accounting officer)                                  
Timothy L. Walsh                                                   

/s/ William L. De Nicolo                Chairman of the Board                        January 28, 1997
------------------------                                                                             
William L. De Nicolo
8
                                     - 7 -
/s/ Joel J. Bellows                        Director                                 January 28, 1997
-------------------                                                                                 
Joel J. Bellows                                                                                     
                                                                                                    
                                                                                                    
                                                                                                    
/s/ John E. Berndt                         Director                                 January 28, 1997
------------------                                                                                  
John E. Berndt                                                                                      
                                                                                                    
                                                                                                    
                                                                                                    
/s/ Robert B. Blow                         Director                                 January 28, 1997
------------------                                                                                  
Robert B. Blow                                                                                      
                                                                                                    
                                                                                                    
                                                                                                    
/s/ Larry J. Ford                          Director                                 January 28, 1997
-----------------                                                                                   
Larry J. Ford                                                                                       
                                                                                                    
                                                                                                    
                                                                                                    
/s/ Richard D. Haning                      Director                                 January 28, 1997
---------------------                                                                               
Richard D. Haning                                                                                   
                                                                                                    
                                                                                                    
                                                                                                    
/s/ David P. Mixer                         Director                                 January 28, 1997
------------------                                                                                  
David P. Mixer                                                                                      
                                                                                                    
                                                                                                    
                                                                                                    
/s/ William E. Spencer                     Director                                 January 28, 1997
----------------------                                                                         
William E. Spencer
9
                                     - 8 -

                                 EXHIBIT INDEX
EXHIBIT                                                     SEQUENTIAL
NUMBER           DESCRIPTION                                PAGE NUMBER
-------          -----------                                -----------
4.1            Certificate of Incorporation               Exhibit 3.1 to the Registration State-
                                                            ment of Telular Corporation on Form
                                                            S-1, Registration No. 33-72096, as
                                                            amended ("Form S-1")

  4.2            Amendment No. 1 to                         Exhibit 3.2 to Form S-1
                 Certificate of Incorporation

  4.3            Amendment No. 2 to                         Exhibit 3.3 to Form S-1
                 Certificate of Incorporation

  4.4            Bylaws                                     Exhibit 3.4 to Form S-1

  4.5            Loan Agreement with LaSalle                Exhibit 4.1 to Annual
                 National Bank and Amendment                Report on Form 10-K of
                 thereto                                    Telular Corporation, filed
                                                            with the Commission on December
                                                            20, 1996 ("Form 10-K")

  4.6            Debenture Agreement dated                  Exhibit 4.2 to Form 10-K
                 December 11, 1995

  6.1            Opinion of Covington & Burling

 25.1            Consent of Covington & Burling             Filed herewith as Exhibit 6.1

 25.2            Consent of Ernst & Young