As filed with the Securities and Exchange Commission on December 13, 1999
                                                        Registration No. 333-
                           _____________________________

                        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)
                          ______________________________

                            647 NORTH LAKEVIEW PARKWAY
                           VERNON HILLS, ILLINOIS  60061
    (Address, including zip code, of registrant's principal executive offices)
                          ______________________________

                                TELULAR CORPORATION
                               STOCK INCENTIVE PLAN
                               (Full title of plan)
                          ______________________________

         JEFFREY L. HERRMANN                  COPY TO:
       CHIEF FINANCIAL OFFICER         MICHAEL E. CUTLER, ESQ.
         TELULAR CORPORATION             COVINGTON & BURLING
      647 NORTH LAKEVIEW PARKWAY   1201 PENNSYLVANIA AVENUE, N.W.
    VERNON HILLS, ILLINOIS  60061      WASHINGTON, D.C. 20004
            (847) 247-9400                 (202) 662-6000

    (Name, address, including zip
     code, and telephone number,
     including area code, of agent
     for service)
                          ______________________________

                          CALCULATION OF REGISTRATION FEE

<PAGE>



Title of
Securities                     Proposed Maximum Proposed Maximum   Amount of
To be           Amount to be   Offering Price   Aggregate Offering Registration
Registered      Registered (1) Per Share (2)    Price (2)          Fee
--------------- -------------- ---------------- ------------------ -----------
Common Stock,   1,000,000      $7.71/$9.13      $8,071,049         $2,131
par value $.01
per share

1)  This Registration Statement registers the offer and sale of 1,000,000
    shares of common stock, par value $.01 per share, of the registrant (the
    Common Stock) currently reserved for issuance under the Telular
    Corporation Stock Incentive Plan (the Plan).  Pursuant to Rule 416
    under the Securities Act of 1933, as amended, the number of shares
    registered hereby includes such additional number of shares of Common
    Stock as are required to prevent dilution resulting from stock splits,
    stock dividends or similar transactions.

2)  A maximum offering price of $7.71 was used to calculate the fee for
    745,740 shares and was computed pursuant to Rule 457(h) based on the
    weighted average of the exercise prices for the options heretofore
    granted under the Plan relating to those shares. The proposed maximum
    offering price of $9.13 for the remaining 254,260 shares, for which
    options have not yet been granted, was estimated solely for the purpose
    of calculating the registration fee pursuant to Rule 457(c) based on the
    average of the high and low sale prices of the shares of Common Stock as
    reported on the Nasdaq National Market on December 7, 1999.

                        REGISTRATION OF ADDITIONAL SECURITIES

         The purpose of this Registration Statement on Form S-8 is to register
    an additional 1,000,000 shares of common stock, par value $.01 per share
    (the Common Stock), of Telular Corporation, a Delaware corporation
    (the Registrant), 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. Pursuant to General Instruction E of Form S-8 with
    respect to the registration of additional securities, the contents of the
    Registrant's Registration Statement on Form S-8, No. 333-02581 are
    incorporated herein by reference.
<PAGE>
                                       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 for the fiscal
                  year ended September 30, 1998.

             (b)  The Registrant's Quarterly Report on Form 10-Q for the
                  quarter ended December 31, 1998.

             (c)  The Registrant's Quarterly Report on Form 10-Q for the
                  quarter ended March 31, 1999.

             (d)  The Registrant's Quarterly Report on Form 10-Q for the
                  quarter ended June 30, 1999.

             (e)  The Registrant's Current Report on Form 8-K dated
                  October 18, 1999.

             (f)  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.

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

    ITEM 8.  EXHIBITS.

    EXHIBIT
    NUMBER         DESCRIPTION                   REFERENCE
    --------     ---------------------    ------------------------------
       4.1       Amendment No. 3 to       Incorporated by reference to
                 Certificate of           Exhibit 3.4 to Quarterly
                 Incorporation            Report on Form 10-Q for the
                                          quarter ended December 31, 1998

       4.2       Amendment No. 4 to       Incorporated by reference to
                 Certificate of           Exhibit 3.5 to Quarterly
                 Incorporation            Report on Form 10-Q for the
                                          quarter ended December 31, 1998

       4.3       Certificate of           Incorporated by reference to
                 Designations,            Exhibit 99.2 to Current
                 Preferences and Rights   Report on Form 8-K dated
                 of Series A Convertible  April 16, 1997
                 Preferred Stock

        5        Opinion of Covington &   Filed herewith
                 Burling

      23.1       Consent of Covington &   Included in Exhibit 5
                 Burling

      23.2       Consent of Ernst &       Filed herewith
                 Young

       24        Power of Attorney        Included on signature page

<PAGE>
                                     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 Vernon Hills, State of Illinois,
    on the 10th day of December, 1999.

                                           TELULAR CORPORATION
                                           (Registrant)



                                           By:  /s/Kenneth E. Millard
                                                ---------------------
                                                Kenneth E. Millard
                                                President,
                                                Chief Executive Officer

         Each person whose signature appears below constitutes and appoints
    Kenneth E. Millard and Jeffrey L. Herrmann, 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.
<PAGE>
           SIGNATURE                 TITLE                 DATE

    /s/Kenneth E. Millard      President, Chief           December 13, 1999
    -----------------------    Executive Officer and
    Kenneth E. Millard         Director
                               (principal executive
                                officer)

    /s/ Jeffrey L. Herrmann    Chief Financial            December 13, 1999
    -----------------------    Officer, Secretary and
    Jeffrey L. Herrmann        Senior Vice President
                               (principal financial
                                and accounting officer)

    /s/ Daniel D. Giacopelli   Executive Vice             December 13, 1999
    ------------------------   President,
    Daniel D. Giacopelli       Chief Technology
                               Officer and Director

    /s/ William L. DeNicolo    Chairman of the Board      December 13, 1999
    ------------------------
    William L. De Nicolo

    /s/ Mark R. Warner         Director                   December 13, 1999
    --------------------
    Mark R. Warner

    /s/ John E. Berndt         Director                   December 13, 1999
    --------------------
    John E. Berndt

    /s/ Larry J. Ford          Director                   December 13, 1999
    --------------------
    Larry J. Ford

    /s/ Richard D. Haning      Director                   December 13, 1999
    ----------------------
    Richard D. Haning
<PAGE>
                                    EXHIBIT INDEX


     EXHIBIT
     NUMBER          DESCRIPTION                 REFERENCE
     ---------      ---------------------    -----------------------------
        4.1         Amendment No. 3 to       Incorporated by reference to
                    Certificate of           Exhibit 3.4 to Quarterly
                    Incorporation            Report on Form 10-Q for the
                                             quarter ended December 31,
                                             1998

        4.2         Amendment No. 4 to       Incorporated by reference to
                    Certificate of           Exhibit 3.5 to Quarterly
                    Incorporation            Report on Form 10-Q for the
                                             quarter ended December 31,
                                             1998

        4.3         Certificate of           Incorporated by reference to
                    Designations,            Exhibit 99.2 to Current
                    Preferences and Rights   Report on Form 8-K dated
                    of Series A Convertible  April 16, 1997
                    Preferred Stock

         5          Opinion of Covington &   Filed herewith
                    Burling

        23.1        Consent of Covington &   Included in Exhibit 5
                    Burling

        23.2        Consent of Ernst &       Filed herewith
                    Young

         24         Power of Attorney        Included on signature page
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 13542}]
{"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": "333-92639", "film-number": "99773580"}, "business-address": {"street1": "647 NORTH LAKEVIEW PARKWAY", "city": "VERNON HILLS", "state": "IL", "zip": "60061", "phone": "8474654500"}, "mail-address": {"street1": "647 NORTH LAKEVIEW PARKWAY", "city": "VERNON HILLS", "state": "IL", "zip": "60061"}}
As filed with the Securities and Exchange Commission on December 13, 1999
                                                        Registration No. 333-
                           _____________________________

                        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)
                          ______________________________

                            647 NORTH LAKEVIEW PARKWAY
                           VERNON HILLS, ILLINOIS  60061
    (Address, including zip code, of registrant's principal executive offices)
                          ______________________________

                                TELULAR CORPORATION
                               STOCK INCENTIVE PLAN
                               (Full title of plan)
                          ______________________________

         JEFFREY L. HERRMANN                  COPY TO:
       CHIEF FINANCIAL OFFICER         MICHAEL E. CUTLER, ESQ.
         TELULAR CORPORATION             COVINGTON & BURLING
      647 NORTH LAKEVIEW PARKWAY   1201 PENNSYLVANIA AVENUE, N.W.
    VERNON HILLS, ILLINOIS  60061      WASHINGTON, D.C. 20004
            (847) 247-9400                 (202) 662-6000

    (Name, address, including zip
     code, and telephone number,
     including area code, of agent
     for service)
                          ______________________________

                          CALCULATION OF REGISTRATION FEE
Title of
Securities                     Proposed Maximum Proposed Maximum   Amount of
To be           Amount to be   Offering Price   Aggregate Offering Registration
Registered      Registered (1) Per Share (2)    Price (2)          Fee
--------------- -------------- ---------------- ------------------ -----------
Common Stock,   1,000,000      $7.71/$9.13      $8,071,049         $2,131
par value $.01
per share

1)  This Registration Statement registers the offer and sale of 1,000,000
    shares of common stock, par value $.01 per share, of the registrant (the
    Common Stock) currently reserved for issuance under the Telular
    Corporation Stock Incentive Plan (the Plan).  Pursuant to Rule 416
    under the Securities Act of 1933, as amended, the number of shares
    registered hereby includes such additional number of shares of Common
    Stock as are required to prevent dilution resulting from stock splits,
    stock dividends or similar transactions.

2)  A maximum offering price of $7.71 was used to calculate the fee for
    745,740 shares and was computed pursuant to Rule 457(h) based on the
    weighted average of the exercise prices for the options heretofore
    granted under the Plan relating to those shares. The proposed maximum
    offering price of $9.13 for the remaining 254,260 shares, for which
    options have not yet been granted, was estimated solely for the purpose
    of calculating the registration fee pursuant to Rule 457(c) based on the
    average of the high and low sale prices of the shares of Common Stock as
    reported on the Nasdaq National Market on December 7, 1999.

                        REGISTRATION OF ADDITIONAL SECURITIES

         The purpose of this Registration Statement on Form S-8 is to register
    an additional 1,000,000 shares of common stock, par value $.01 per share
    (the Common Stock), of Telular Corporation, a Delaware corporation
    (the Registrant), 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. Pursuant to General Instruction E of Form S-8 with
    respect to the registration of additional securities, the contents of the
    Registrant's Registration Statement on Form S-8, No. 333-02581 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 for the fiscal
                  year ended September 30, 1998.

             (b)  The Registrant's Quarterly Report on Form 10-Q for the
                  quarter ended December 31, 1998.

             (c)  The Registrant's Quarterly Report on Form 10-Q for the
                  quarter ended March 31, 1999.

             (d)  The Registrant's Quarterly Report on Form 10-Q for the
                  quarter ended June 30, 1999.

             (e)  The Registrant's Current Report on Form 8-K dated
                  October 18, 1999.

             (f)  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.

         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 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
    --------     ---------------------    ------------------------------
       4.1       Amendment No. 3 to       Incorporated by reference to
                 Certificate of           Exhibit 3.4 to Quarterly
                 Incorporation            Report on Form 10-Q for the
                                          quarter ended December 31, 1998

       4.2       Amendment No. 4 to       Incorporated by reference to
                 Certificate of           Exhibit 3.5 to Quarterly
                 Incorporation            Report on Form 10-Q for the
                                          quarter ended December 31, 1998

       4.3       Certificate of           Incorporated by reference to
                 Designations,            Exhibit 99.2 to Current
                 Preferences and Rights   Report on Form 8-K dated
                 of Series A Convertible  April 16, 1997
                 Preferred Stock

        5        Opinion of Covington &   Filed herewith
                 Burling

      23.1       Consent of Covington &   Included in Exhibit 5
                 Burling

      23.2       Consent of Ernst &       Filed herewith
                 Young

       24        Power of Attorney        Included on signature page
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 Vernon Hills, State of Illinois,
    on the 10th day of December, 1999.

                                           TELULAR CORPORATION
                                           (Registrant)

                                           By:  /s/Kenneth E. Millard
                                                ---------------------
                                                Kenneth E. Millard
                                                President,
                                                Chief Executive Officer

         Each person whose signature appears below constitutes and appoints
    Kenneth E. Millard and Jeffrey L. Herrmann, 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           December 13, 1999
    -----------------------    Executive Officer and
    Kenneth E. Millard         Director
                               (principal executive
                                officer)

    /s/ Jeffrey L. Herrmann    Chief Financial            December 13, 1999
    -----------------------    Officer, Secretary and
    Jeffrey L. Herrmann        Senior Vice President
                               (principal financial
                                and accounting officer)

    /s/ Daniel D. Giacopelli   Executive Vice             December 13, 1999
    ------------------------   President,
    Daniel D. Giacopelli       Chief Technology
                               Officer and Director

    /s/ William L. DeNicolo    Chairman of the Board      December 13, 1999
    ------------------------
    William L. De Nicolo

    /s/ Mark R. Warner         Director                   December 13, 1999
    --------------------
    Mark R. Warner

    /s/ John E. Berndt         Director                   December 13, 1999
    --------------------
    John E. Berndt

    /s/ Larry J. Ford          Director                   December 13, 1999
    --------------------
    Larry J. Ford

    /s/ Richard D. Haning      Director                   December 13, 1999
    ----------------------
    Richard D. Haning
EXHIBIT INDEX

     EXHIBIT
     NUMBER          DESCRIPTION                 REFERENCE
     ---------      ---------------------    -----------------------------
        4.1         Amendment No. 3 to       Incorporated by reference to
                    Certificate of           Exhibit 3.4 to Quarterly
                    Incorporation            Report on Form 10-Q for the
                                             quarter ended December 31,
                                             1998

        4.2         Amendment No. 4 to       Incorporated by reference to
                    Certificate of           Exhibit 3.5 to Quarterly
                    Incorporation            Report on Form 10-Q for the
                                             quarter ended December 31,
                                             1998

        4.3         Certificate of           Incorporated by reference to
                    Designations,            Exhibit 99.2 to Current
                    Preferences and Rights   Report on Form 8-K dated
                    of Series A Convertible  April 16, 1997
                    Preferred Stock

         5          Opinion of Covington &   Filed herewith
                    Burling

        23.1        Consent of Covington &   Included in Exhibit 5
                    Burling

        23.2        Consent of Ernst &       Filed herewith
                    Young

         24         Power of Attorney        Included on signature page