As filed with the Securities and Exchange Commission on May 31, 2001
                                                        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 FOURTH AMENDED AND
                        RESTATED STOCK INCENTIVE PLAN
                DIRECTOR NONQUALIFIED STOCK OPTION AGREEMENTS
                            (Full title of plans)
                        ______________________________

      JEFFREY L. HERRMANN                                  COPY TO:
    EXECUTIVE VICE PRESIDENT                        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 forservice)
                        ______________________________

                        CALCULATION OF REGISTRATION FEE



 ------------------------------------------------------------------------------
    Title of     Amount to      Proposed       Proposed Maximum    Amount of
   Securities        be          Maximum           Aggregate      Registration
     To be       Registered  Offering Price     Offering Price        Fee
   Registered       (1)       Per Share (2)          (2)
 ------------------------------------------------------------------------------
 Common Stock,     710,000       $10.40          $7,384,000          $1,949
 par value
 $.01 per share
 ------------------------------------------------------------------------------

 (1) This Registration Statement registers the offer  and sale of  (a)  600,000
   shares of common  stock, par value  $.01 per share,  of Telular  Corporation
   (the "Common  Stock")  currently reserved  for  issuance under  the  Telular
   Corporation  Fourth Amended and Restated Stock Incentive Plan (the  "Plan"),
   (b) 60,000 shares of Common Stock  issuable pursuant to non-qualified  stock
   options granted to certain directors of Telular Corporation, and (c)  50,000
   shares of  Common Stock  currently reserved  for issuance  pursuant to  non-
   qualified stock  options  to be  granted  to certain  directors  of  Telular
   Corporation.  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 $7.20 was used to calculate the fee for 60,000
   shares and  was  computed pursuant  to  Rule 457(h) based  on  the  weighted
   average of the exercise price for the options heretofore granted relating to
   those shares. The proposed maximum offering price for the remaining  650,000
   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 for shares  of Common
   Stock as reported on the Nasdaq National Market on May 24, 2001.

<PAGE>
                                   PART I

           Telular Corporation (the  "Company") is  filing this  Registration
 Statement on  Form  S-8  (this "Registration  Statement")  to  register  (a)
 600,000 shares of  common stock, par  value $.01 per  share, of the  Company
 (the "Common  Stock")  currently  reserved  for  issuance under  the Telular
 Corporation Fourth Amended and Restated  Stock Incentive Plan (the  "Plan"),
 (b) 60,000 shares of Common Stock  issuable pursuant to non-qualified  stock
 options granted to certain directors of  the Company, and (c) 50,000  shares
 of Common Stock  currently reserved for  issuance pursuant to  non-qualified
 stock options to be granted to certain  directors of the Company.  The  Plan
 was approved by the Company's shareholders  at  a shareholders' meeting held
 on January  30,  2001.   The  Plan  amends  the Company's  Third Amended and
 Restated Stock Incentive Plan by increasing from 1,750,000 to 2,350,000  the
 number of shares of Common Stock available for issuance pursuant to  options
 and  other permitted awards.  The Company  has already registered  1,750,000
 shares of Common Stock available for issuance under the Plan.

           The documents  containing the information  specified in Part I  of
 Form S-8  with respect  to  the 600,000  shares  of Common  Stock  currently
 reserved for issuance under the Plan and the 110,000 shares of Common  Stock
 issuable pursuant to non-qualified stock options granted or to be granted to
 certain directors of the Company  (the "Plan Information Documents") will be
 sent or given to employees, officers  and directors in the manner  specified
 in Rule  428(b)(1)  under  the  Securities Act  of  1933,  as  amended  (the
 "Securities Act").  The Plan Information Documents have not been filed  with
 the  Securities  and  Exchange  Commission  as  part  of  this  Registration
 Statement or as prospectuses or prospectus supplements pursuant to Rule 424.
 The Plan Information Documents, and the documents incorporated by  reference
 into this Registration  Statement, taken together,  constitute a  prospectus
 that meets the requirements of Section 10(a) of the Securities Act.


                                   PART II
              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


 ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

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

           (a)  The Company's Annual Report on Form 10-K for the fiscal year
                ended September 30, 2000.

           (b)  The Company's Quarterly Report on Form 10-Q for the quarter
                ended December 31, 2000.

           (c)  The Company's Quarterly Report on Form 10-Q for the quarter
                ended March 31, 2001.

           (d)  The Company's Current Report on Form 8-K filed on October 12,
                2000.

           (e)  The Company's Definitive Proxy Statement on Schedule 14A for
                the Annual Meeting of Shareholders held on January 30, 2001.

           (f)  The description of the Company's Common Stock contained in
                the Company'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  Company  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 into  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 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

           Section 145  of  the  General Corporation  Law  of  the  State  of
 Delaware (the "DGCL") provides that a  corporation may indemnify any  person
 who was  or is  a party  or who  is threatened  to be  made a  party to  any
 threatened, pending or completed action, suit or proceeding, whether  civil,
 criminal, administrative or investigative (other than an action by or in the
 right of the corporation), by reason of the fact that such person is or  was
 a director,  officer, employee  or agent  of the  corporation or  is or  was
 serving at the  request of the corporation as a director, officer,  employee
 or agent of  another corporation, partnership, joint venture, trust or other
 enterprise,  against  expenses  (including  attorneys'  fees),    judgments,
 amounts paid in settlement, and fines  reasonably incurred by the  director,
 officer, employee  or agent,  if the  director, officer,  employee or  agent
 acted in good faith and in a manner he reasonably believed to be in, or  not
 opposed to,  the best interests of  the corporation and, with respect to any
 criminal action or proceeding, if he had no reasonable cause to believe  his
 conduct was unlawful.   Section 145 also   provides that in any  threatened,
 pending or  completed  action by  or  in the  right  of the  corporation,  a
 corporation also may indemnify the director, officer, employee or agent  for
 expenses (including attorneys'  fees) reasonably incurred  by the  director,
 officer, employee  or  agent in  connection  with the  action's  defense  or
 settlement, if the director, officer, employee or agent acted in good  faith
 and in a manner he reasonably believed to be in, or not opposed to, the best
 interests of  the corporation;  provided, however,  that no  indemnification
 shall be made with  respect to any claim,  issue or matter  as to which  the
 director, officer, employee or agent shall  have been adjudged to be  liable
 to the  corporation,  unless and  only  to the  extent  that a  court  shall
 determine that  such  indemnity  is proper.    Where  a  director,  officer,
 employee or agent is successful on the merits or otherwise in the defense of
 any  action referred to above, the corporation is required under the DGCL to
 indemnify him against  any expenses (including  attorneys' fees)  reasonably
 incurred by him in connection with the action.

           The Company's  Bylaws  provide  that the  Company  will  indemnify
 directors, officers, employees or agents  against all liability and  expense
 arising out of their  connection with the  Company's business, provided  the
 Board of Directors  determines that  the directors,  officers, employees  or
 agents acted in  good faith  and that  they reasonably  believed that  their
 actions were not  opposed to  the best interests  of the  Company and,  with
 respect to any criminal  action or proceeding, that  they had no  reasonable
 cause to believe their  conduct was unlawful.   In the  case of any  action,
 suit or proceeding by  or in the  right of the  Company in which  directors,
 officers, employees  or  agents are  adjudged  liable to  the  Company,  the
 Company will  indemnify the  directors, officers,  employees or  agents  for
 expenses only to the extent that the  court in which such action is  brought
 determines, upon  application,  that  they are  entitled  to  indemnity  for
 reasonable expenses, and  in no case  shall such  indemnification extend  to
 liability.  Advances against reasonable expenses may be made by the  Company
 on terms fixed by the Board of  Directors subject to an obligation to  repay
 if indemnification proves unwarranted.

           The Company's Certificate of  Incorporation provides that, to  the
 fullest extent permitted by Delaware law, the Company's directors shall  not
 be liable for  monetary damages for  breach of their  fiduciary duty to  the
 Company and its stockholders.  This  provision in the Company's  Certificate
 of Incorporation  does  not  eliminate the  duty  of  care;  in  appropriate
 circumstances, equitable remedies such as injunctive or other forms of  non-
 monetary relief will remain available under Delaware law.  In addition, each
 director will  continue  to  be  subject to  liability  for  breach  of  the
 director's duty of loyalty  to the Company or  its stockholders for acts  or
 omissions not in good faith or  involving intentional misconduct or  knowing
 violations of law, for actions leading  to improper personal benefit to  the
 director, and for payment of dividends  or approval of stock repurchases  or
 redemptions that are unlawful under Delaware  law.  The provision also  does
 not affect  a  director's responsibilities  under  any other  law,  such  as
 federal securities laws or state or federal environmental laws.

           Directors and officers of the Company are covered by a  directors'
 and officers' liability insurance policy maintained by the Company.




 ITEM 8.  EXHIBITS.

  EXHIBIT
  NUMBER           DESCRIPTION                       REFERENCE
  ------           -----------                       ---------
    4.1    Certificate of               Incorporated by reference to
           Incorporation                Exhibit 3.1 to the Company's
                                        Registration Statement on Form
                                        S-1, Registration No. 33-72096
                                        (the "Form S-1")

    4.2    Amendment No. 1 to the       Incorporated by reference to
           Certificate of               Exhibit 3.2 to the Form S-1
           Incorporation

    4.3    Amendment No. 2 to the       Incorporated by reference to
           Certificate of               Exhibit 3.3 to the Form S-1
           Incorporation

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

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

    4.6    Certificate of               Incorporated by reference to
           Designations, Preferences    Exhibit 99.2 to the Registrant's
           and Rights of Series A       Current Report on Form 8-K filed
           Convertible Preferred Stock  on April 25, 1997

    4.7    Bylaws                       Incorporated by reference to
                                        Exhibit 3.4 to the Form S-1

    4.8    Fourth Amended and Restated  Incorporated by reference to
           Stock Incentive Plan         Appendix A to the Registrant's
                                        Proxy Statement on Schedule 14A
                                        for the Annual Meeting of
                                        Shareholders held on January 30,
                                        2001

    4.9    Nonqualified Stock Option    Filed herewith
           Agreement, dated as of
           October 31, 2000, by and
           between the Company and
           Larry J. Ford

   4.10    Nonqualified Stock Option    Filed herewith
           Agreement, dated as of
           October 26, 1999, by and
           between the Company and
           Larry J. Ford

   4.11    Nonqualified Stock Option    Filed herewith
           Agreement, dated as of
           October 27, 1998, by and
           between the Company and
           Larry J. Ford

   4.12    Nonqualified Stock Option    Filed herewith
           Agreement, dated as of
           February 28, 1997, by and
           between the Company and
           Larry J. Ford

   4.13    Nonqualified Stock Option    Filed herewith
           Agreement, dated as of
           April 17, 1996, by and
           between the Company and
           Larry J. Ford

   4.14    Nonqualified Stock Option    Filed herewith
           Agreement, dated as of
           April 7, 1995, by and
           between the Company and
           Larry J. Ford

   4.15    Nonqualified Stock Option    Filed herewith
           Agreement, dated as of
           October 31, 2000, by and
           between the Company and
           John E. Berndt

   4.16    Nonqualified Stock Option    Filed herewith
           Agreement, dated as of
           October 26, 1999, by and
           between the Company and
           John E. Berndt

   4.17    Nonqualified Stock Option    Filed herewith
           Agreement, dated as of
           October 27, 1998, by and
           between the Company and
           John E. Berndt

   4.18    Nonqualified Stock Option    Filed herewith
           Agreement, dated as of
           February 28, 1997, by and
           between the Company and
           John E. Berndt

   4.19    Nonqualified Stock Option    Filed herewith
           Agreement, dated as of
           December 3, 1996, by and
           between the Company and
           John E. Berndt

     5     Opinion of Covington &       Filed herewith
           Burling

   23.1    Consent of Covington &       Included in Exhibit 5
           Burling

   23.2    Consent of Ernst & Young     Filed herewith

    24     Power of Attorney            Included on signature page


 ITEM 9. UNDERTAKINGS.

           The Company hereby undertakes:

            (a)  To  file, during  any period in  which offers  or sales  are
 being made, a post-effective amendment to the 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 the 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;

                (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-3,
 and the information required to be included in a post-effective amendment by
 those paragraphs  is contained  in periodic  reports  filed by  the  Company
 pursuant to  Section  13 or  Section  15(d) of  the  Exchange Act  that  are
 incorporated by reference into the Registration Statement.

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

            (c)  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.

            (d)  That, for  purposes of determining  any liability under  the
 Securities Act  each  filing of  the  Company'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  securities offered therein, and  the
 offering of such securities at that time  shall be deemed to be the  initial
 bona fide offering thereof.

           (e)   That, insofar  as  indemnification for  liabilities  arising
 under the  Securities  Act  may be  permitted  to  directors,  officers  and
 controlling persons of the Company, the Company 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 Company of expenses incurred  or
 paid by a  director, officer  or controlling person  of the  Company 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 Company 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.

 SIGNATURES

           Pursuant to the  requirements of the  Securities Act, the  Company
 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 31 day of
 May, 2001.

                                  TELULAR CORPORATION
                                  (Registrant)



                                  By:  /s/Kenneth E. Millard
                                  --------------------------
                                  Kenneth E. Millard
                                  President and 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 Executive         May 31, 2001
 -----------------------    Officer and Director
 Kenneth E. Millard         (principal executive officer)


 /s/ Jeffrey L. Herrmann    Executive Vice President, Chief    May 31, 2001
 -----------------------    Operating Officer, Chief
 Jeffrey L. Herrmann        Financial Officer and Secretary
                            (principal financial and
                            accounting officer)


 /s/ Daniel D. Giacopelli    Executive Vice President --       May 31, 2001
 ------------------------    Chief Technology Officer and
 Daniel D. Giacopelli        Director


 /s/ William L. De Nicolo    Chairman of the Board             May 31, 2001
 ------------------------
 William L. De Nicolo


 /s/ John E. Berndt          Director                          May 31, 2001
 ------------------------
 John E. Berndt


 /s/ Larry J. Ford           Director                          May 31, 2001
 ------------------------
 Larry J. Ford


 /s/ Richard D. Haning       Director                          May 31, 2001
 ------------------------
 Richard D. Haning




                                EXHIBIT INDEX

 ITEM 8.  EXHIBITS.

  EXHIBIT
  NUMBER           DESCRIPTION                       REFERENCE
  ------           -----------                       ---------
    4.1    Certificate of               Incorporated by reference to
           Incorporation                Exhibit 3.1 to the Company's
                                        Registration Statement on Form
                                        S-1, Registration No. 33-72096
                                        (the "Form S-1")

    4.2    Amendment No. 1 to the       Incorporated by reference to
           Certificate of               Exhibit 3.2 to the Form S-1
           Incorporation

    4.3    Amendment No. 2 to the       Incorporated by reference to
           Certificate of               Exhibit 3.3 to the Form S-1
           Incorporation

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

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

    4.6    Certificate of               Incorporated by reference to
           Designations, Preferences    Exhibit 99.2 to the Registrant's
           and Rights of Series A       Current Report on Form 8-K filed
           Convertible Preferred Stock  on April 25, 1997

    4.7    Bylaws                       Incorporated by reference to
                                        Exhibit 3.4 to the Form S-1

    4.8    Fourth Amended and Restated  Incorporated by reference to
           Stock Incentive Plan         Appendix A to the Registrant's
                                        Proxy Statement on Schedule 14A
                                        for the Annual Meeting of
                                        Shareholders held on January 30,
                                        2001

    4.9    Nonqualified Stock Option    Filed herewith
           Agreement, dated as of
           October 31, 2000, by and
           between the Company and
           Larry J. Ford

   4.10    Nonqualified Stock Option    Filed herewith
           Agreement, dated as of
           October 26, 1999, by and
           between the Company and
           Larry J. Ford

   4.11    Nonqualified Stock Option    Filed herewith
           Agreement, dated as of
           October 27, 1998, by and
           between the Company and
           Larry J. Ford

   4.12    Nonqualified Stock Option    Filed herewith
           Agreement, dated as of
           February 28, 1997, by and
           between the Company and
           Larry J. Ford

   4.13    Nonqualified Stock Option    Filed herewith
           Agreement, dated as of
           April 17, 1996, by and
           between the Company and
           Larry J. Ford

   4.14    Nonqualified Stock Option    Filed herewith
           Agreement, dated as of
           April 7, 1995, by and
           between the Company and
           Larry J. Ford

   4.15    Nonqualified Stock Option    Filed herewith
           Agreement, dated as of
           October 31, 2000, by and
           between the Company and
           John E. Berndt

   4.16    Nonqualified Stock Option    Filed herewith
           Agreement, dated as of
           October 26, 1999, by and
           between the Company and
           John E. Berndt

   4.17    Nonqualified Stock Option    Filed herewith
           Agreement, dated as of
           October 27, 1998, by and
           between the Company and
           John E. Berndt

   4.18    Nonqualified Stock Option    Filed herewith
           Agreement, dated as of
           February 28, 1997, by and
           between the Company and
           John E. Berndt

   4.19    Nonqualified Stock Option    Filed herewith
           Agreement, dated as of
           December 3, 1996, by and
           between the Company and
           John E. Berndt

     5     Opinion of Covington &       Filed herewith
           Burling

   23.1    Consent of Covington &       Included in Exhibit 5
           Burling

   23.2    Consent of Ernst & Young     Filed herewith

   24      Power of Attorney            Included on signature page
[{"type": "S-8", "sequence": "1", "filename": "tel01s8b.txt", "description": "FORM S-8 REGISTRATION STATEMENT FILED MAY 31, 2001", "secsgml_size_bytes": 30019}]
{"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": "333-61970", "film-number": "1651841"}, "business-address": {"street1": "647 N LAKEVIEW PKWAY", "street2": "920 DEERFIELD PKWY", "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 May 31, 2001
                                                        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 FOURTH AMENDED AND
                        RESTATED STOCK INCENTIVE PLAN
                DIRECTOR NONQUALIFIED STOCK OPTION AGREEMENTS
                            (Full title of plans)
                        ______________________________

      JEFFREY L. HERRMANN                                  COPY TO:
    EXECUTIVE VICE PRESIDENT                        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 forservice)
                        ______________________________

                        CALCULATION OF REGISTRATION FEE

 ------------------------------------------------------------------------------
    Title of     Amount to      Proposed       Proposed Maximum    Amount of
   Securities        be          Maximum           Aggregate      Registration
     To be       Registered  Offering Price     Offering Price        Fee
   Registered       (1)       Per Share (2)          (2)
 ------------------------------------------------------------------------------
 Common Stock,     710,000       $10.40          $7,384,000          $1,949
 par value
 $.01 per share
 ------------------------------------------------------------------------------

 (1) This Registration Statement registers the offer  and sale of  (a)  600,000
   shares of common  stock, par value  $.01 per share,  of Telular  Corporation
   (the "Common  Stock")  currently reserved  for  issuance under  the  Telular
   Corporation  Fourth Amended and Restated Stock Incentive Plan (the  "Plan"),
   (b) 60,000 shares of Common Stock  issuable pursuant to non-qualified  stock
   options granted to certain directors of Telular Corporation, and (c)  50,000
   shares of  Common Stock  currently reserved  for issuance  pursuant to  non-
   qualified stock  options  to be  granted  to certain  directors  of  Telular
   Corporation.  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 $7.20 was used to calculate the fee for 60,000
   shares and  was  computed pursuant  to  Rule 457(h) based  on  the  weighted
   average of the exercise price for the options heretofore granted relating to
   those shares. The proposed maximum offering price for the remaining  650,000
   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 for shares  of Common
   Stock as reported on the Nasdaq National Market on May 24, 2001.
PART I

           Telular Corporation (the  "Company") is  filing this  Registration
 Statement on  Form  S-8  (this "Registration  Statement")  to  register  (a)
 600,000 shares of  common stock, par  value $.01 per  share, of the  Company
 (the "Common  Stock")  currently  reserved  for  issuance under  the Telular
 Corporation Fourth Amended and Restated  Stock Incentive Plan (the  "Plan"),
 (b) 60,000 shares of Common Stock  issuable pursuant to non-qualified  stock
 options granted to certain directors of  the Company, and (c) 50,000  shares
 of Common Stock  currently reserved for  issuance pursuant to  non-qualified
 stock options to be granted to certain  directors of the Company.  The  Plan
 was approved by the Company's shareholders  at  a shareholders' meeting held
 on January  30,  2001.   The  Plan  amends  the Company's  Third Amended and
 Restated Stock Incentive Plan by increasing from 1,750,000 to 2,350,000  the
 number of shares of Common Stock available for issuance pursuant to  options
 and  other permitted awards.  The Company  has already registered  1,750,000
 shares of Common Stock available for issuance under the Plan.

           The documents  containing the information  specified in Part I  of
 Form S-8  with respect  to  the 600,000  shares  of Common  Stock  currently
 reserved for issuance under the Plan and the 110,000 shares of Common  Stock
 issuable pursuant to non-qualified stock options granted or to be granted to
 certain directors of the Company  (the "Plan Information Documents") will be
 sent or given to employees, officers  and directors in the manner  specified
 in Rule  428(b)(1)  under  the  Securities Act  of  1933,  as  amended  (the
 "Securities Act").  The Plan Information Documents have not been filed  with
 the  Securities  and  Exchange  Commission  as  part  of  this  Registration
 Statement or as prospectuses or prospectus supplements pursuant to Rule 424.
 The Plan Information Documents, and the documents incorporated by  reference
 into this Registration  Statement, taken together,  constitute a  prospectus
 that meets the requirements of Section 10(a) of the Securities Act.

                                   PART II
              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

 ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

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

           (a)  The Company's Annual Report on Form 10-K for the fiscal year
                ended September 30, 2000.

           (b)  The Company's Quarterly Report on Form 10-Q for the quarter
                ended December 31, 2000.

           (c)  The Company's Quarterly Report on Form 10-Q for the quarter
                ended March 31, 2001.

           (d)  The Company's Current Report on Form 8-K filed on October 12,
                2000.

           (e)  The Company's Definitive Proxy Statement on Schedule 14A for
                the Annual Meeting of Shareholders held on January 30, 2001.

           (f)  The description of the Company's Common Stock contained in
                the Company'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  Company  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 into  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 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

           Section 145  of  the  General Corporation  Law  of  the  State  of
 Delaware (the "DGCL") provides that a  corporation may indemnify any  person
 who was  or is  a party  or who  is threatened  to be  made a  party to  any
 threatened, pending or completed action, suit or proceeding, whether  civil,
 criminal, administrative or investigative (other than an action by or in the
 right of the corporation), by reason of the fact that such person is or  was
 a director,  officer, employee  or agent  of the  corporation or  is or  was
 serving at the  request of the corporation as a director, officer,  employee
 or agent of  another corporation, partnership, joint venture, trust or other
 enterprise,  against  expenses  (including  attorneys'  fees),    judgments,
 amounts paid in settlement, and fines  reasonably incurred by the  director,
 officer, employee  or agent,  if the  director, officer,  employee or  agent
 acted in good faith and in a manner he reasonably believed to be in, or  not
 opposed to,  the best interests of  the corporation and, with respect to any
 criminal action or proceeding, if he had no reasonable cause to believe  his
 conduct was unlawful.   Section 145 also   provides that in any  threatened,
 pending or  completed  action by  or  in the  right  of the  corporation,  a
 corporation also may indemnify the director, officer, employee or agent  for
 expenses (including attorneys'  fees) reasonably incurred  by the  director,
 officer, employee  or  agent in  connection  with the  action's  defense  or
 settlement, if the director, officer, employee or agent acted in good  faith
 and in a manner he reasonably believed to be in, or not opposed to, the best
 interests of  the corporation;  provided, however,  that no  indemnification
 shall be made with  respect to any claim,  issue or matter  as to which  the
 director, officer, employee or agent shall  have been adjudged to be  liable
 to the  corporation,  unless and  only  to the  extent  that a  court  shall
 determine that  such  indemnity  is proper.    Where  a  director,  officer,
 employee or agent is successful on the merits or otherwise in the defense of
 any  action referred to above, the corporation is required under the DGCL to
 indemnify him against  any expenses (including  attorneys' fees)  reasonably
 incurred by him in connection with the action.

           The Company's  Bylaws  provide  that the  Company  will  indemnify
 directors, officers, employees or agents  against all liability and  expense
 arising out of their  connection with the  Company's business, provided  the
 Board of Directors  determines that  the directors,  officers, employees  or
 agents acted in  good faith  and that  they reasonably  believed that  their
 actions were not  opposed to  the best interests  of the  Company and,  with
 respect to any criminal  action or proceeding, that  they had no  reasonable
 cause to believe their  conduct was unlawful.   In the  case of any  action,
 suit or proceeding by  or in the  right of the  Company in which  directors,
 officers, employees  or  agents are  adjudged  liable to  the  Company,  the
 Company will  indemnify the  directors, officers,  employees or  agents  for
 expenses only to the extent that the  court in which such action is  brought
 determines, upon  application,  that  they are  entitled  to  indemnity  for
 reasonable expenses, and  in no case  shall such  indemnification extend  to
 liability.  Advances against reasonable expenses may be made by the  Company
 on terms fixed by the Board of  Directors subject to an obligation to  repay
 if indemnification proves unwarranted.

           The Company's Certificate of  Incorporation provides that, to  the
 fullest extent permitted by Delaware law, the Company's directors shall  not
 be liable for  monetary damages for  breach of their  fiduciary duty to  the
 Company and its stockholders.  This  provision in the Company's  Certificate
 of Incorporation  does  not  eliminate the  duty  of  care;  in  appropriate
 circumstances, equitable remedies such as injunctive or other forms of  non-
 monetary relief will remain available under Delaware law.  In addition, each
 director will  continue  to  be  subject to  liability  for  breach  of  the
 director's duty of loyalty  to the Company or  its stockholders for acts  or
 omissions not in good faith or  involving intentional misconduct or  knowing
 violations of law, for actions leading  to improper personal benefit to  the
 director, and for payment of dividends  or approval of stock repurchases  or
 redemptions that are unlawful under Delaware  law.  The provision also  does
 not affect  a  director's responsibilities  under  any other  law,  such  as
 federal securities laws or state or federal environmental laws.

           Directors and officers of the Company are covered by a  directors'
 and officers' liability insurance policy maintained by the Company.

 ITEM 8.  EXHIBITS.

  EXHIBIT
  NUMBER           DESCRIPTION                       REFERENCE
  ------           -----------                       ---------
    4.1    Certificate of               Incorporated by reference to
           Incorporation                Exhibit 3.1 to the Company's
                                        Registration Statement on Form
                                        S-1, Registration No. 33-72096
                                        (the "Form S-1")

    4.2    Amendment No. 1 to the       Incorporated by reference to
           Certificate of               Exhibit 3.2 to the Form S-1
           Incorporation

    4.3    Amendment No. 2 to the       Incorporated by reference to
           Certificate of               Exhibit 3.3 to the Form S-1
           Incorporation

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

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

    4.6    Certificate of               Incorporated by reference to
           Designations, Preferences    Exhibit 99.2 to the Registrant's
           and Rights of Series A       Current Report on Form 8-K filed
           Convertible Preferred Stock  on April 25, 1997

    4.7    Bylaws                       Incorporated by reference to
                                        Exhibit 3.4 to the Form S-1

    4.8    Fourth Amended and Restated  Incorporated by reference to
           Stock Incentive Plan         Appendix A to the Registrant's
                                        Proxy Statement on Schedule 14A
                                        for the Annual Meeting of
                                        Shareholders held on January 30,
                                        2001

    4.9    Nonqualified Stock Option    Filed herewith
           Agreement, dated as of
           October 31, 2000, by and
           between the Company and
           Larry J. Ford

   4.10    Nonqualified Stock Option    Filed herewith
           Agreement, dated as of
           October 26, 1999, by and
           between the Company and
           Larry J. Ford

   4.11    Nonqualified Stock Option    Filed herewith
           Agreement, dated as of
           October 27, 1998, by and
           between the Company and
           Larry J. Ford

   4.12    Nonqualified Stock Option    Filed herewith
           Agreement, dated as of
           February 28, 1997, by and
           between the Company and
           Larry J. Ford

   4.13    Nonqualified Stock Option    Filed herewith
           Agreement, dated as of
           April 17, 1996, by and
           between the Company and
           Larry J. Ford

   4.14    Nonqualified Stock Option    Filed herewith
           Agreement, dated as of
           April 7, 1995, by and
           between the Company and
           Larry J. Ford

   4.15    Nonqualified Stock Option    Filed herewith
           Agreement, dated as of
           October 31, 2000, by and
           between the Company and
           John E. Berndt

   4.16    Nonqualified Stock Option    Filed herewith
           Agreement, dated as of
           October 26, 1999, by and
           between the Company and
           John E. Berndt

   4.17    Nonqualified Stock Option    Filed herewith
           Agreement, dated as of
           October 27, 1998, by and
           between the Company and
           John E. Berndt

   4.18    Nonqualified Stock Option    Filed herewith
           Agreement, dated as of
           February 28, 1997, by and
           between the Company and
           John E. Berndt

   4.19    Nonqualified Stock Option    Filed herewith
           Agreement, dated as of
           December 3, 1996, by and
           between the Company and
           John E. Berndt

     5     Opinion of Covington &       Filed herewith
           Burling

   23.1    Consent of Covington &       Included in Exhibit 5
           Burling

   23.2    Consent of Ernst & Young     Filed herewith

    24     Power of Attorney            Included on signature page

 ITEM 9. UNDERTAKINGS.

           The Company hereby undertakes:

            (a)  To  file, during  any period in  which offers  or sales  are
 being made, a post-effective amendment to the 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 the 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;

                (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-3,
 and the information required to be included in a post-effective amendment by
 those paragraphs  is contained  in periodic  reports  filed by  the  Company
 pursuant to  Section  13 or  Section  15(d) of  the  Exchange Act  that  are
 incorporated by reference into the Registration Statement.

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

            (c)  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.

            (d)  That, for  purposes of determining  any liability under  the
 Securities Act  each  filing of  the  Company'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  securities offered therein, and  the
 offering of such securities at that time  shall be deemed to be the  initial
 bona fide offering thereof.

           (e)   That, insofar  as  indemnification for  liabilities  arising
 under the  Securities  Act  may be  permitted  to  directors,  officers  and
 controlling persons of the Company, the Company 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 Company of expenses incurred  or
 paid by a  director, officer  or controlling person  of the  Company 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 Company 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.

 SIGNATURES

           Pursuant to the  requirements of the  Securities Act, the  Company
 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 31 day of
 May, 2001.

                                  TELULAR CORPORATION
                                  (Registrant)

                                  By:  /s/Kenneth E. Millard
                                  --------------------------
                                  Kenneth E. Millard
                                  President and 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 Executive         May 31, 2001
 -----------------------    Officer and Director
 Kenneth E. Millard         (principal executive officer)

 /s/ Jeffrey L. Herrmann    Executive Vice President, Chief    May 31, 2001
 -----------------------    Operating Officer, Chief
 Jeffrey L. Herrmann        Financial Officer and Secretary
                            (principal financial and
                            accounting officer)

 /s/ Daniel D. Giacopelli    Executive Vice President --       May 31, 2001
 ------------------------    Chief Technology Officer and
 Daniel D. Giacopelli        Director

 /s/ William L. De Nicolo    Chairman of the Board             May 31, 2001
 ------------------------
 William L. De Nicolo

 /s/ John E. Berndt          Director                          May 31, 2001
 ------------------------
 John E. Berndt

 /s/ Larry J. Ford           Director                          May 31, 2001
 ------------------------
 Larry J. Ford

 /s/ Richard D. Haning       Director                          May 31, 2001
 ------------------------
 Richard D. Haning

                                EXHIBIT INDEX

 ITEM 8.  EXHIBITS.

  EXHIBIT
  NUMBER           DESCRIPTION                       REFERENCE
  ------           -----------                       ---------
    4.1    Certificate of               Incorporated by reference to
           Incorporation                Exhibit 3.1 to the Company's
                                        Registration Statement on Form
                                        S-1, Registration No. 33-72096
                                        (the "Form S-1")

    4.2    Amendment No. 1 to the       Incorporated by reference to
           Certificate of               Exhibit 3.2 to the Form S-1
           Incorporation

    4.3    Amendment No. 2 to the       Incorporated by reference to
           Certificate of               Exhibit 3.3 to the Form S-1
           Incorporation

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

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

    4.6    Certificate of               Incorporated by reference to
           Designations, Preferences    Exhibit 99.2 to the Registrant's
           and Rights of Series A       Current Report on Form 8-K filed
           Convertible Preferred Stock  on April 25, 1997

    4.7    Bylaws                       Incorporated by reference to
                                        Exhibit 3.4 to the Form S-1

    4.8    Fourth Amended and Restated  Incorporated by reference to
           Stock Incentive Plan         Appendix A to the Registrant's
                                        Proxy Statement on Schedule 14A
                                        for the Annual Meeting of
                                        Shareholders held on January 30,
                                        2001

    4.9    Nonqualified Stock Option    Filed herewith
           Agreement, dated as of
           October 31, 2000, by and
           between the Company and
           Larry J. Ford

   4.10    Nonqualified Stock Option    Filed herewith
           Agreement, dated as of
           October 26, 1999, by and
           between the Company and
           Larry J. Ford

   4.11    Nonqualified Stock Option    Filed herewith
           Agreement, dated as of
           October 27, 1998, by and
           between the Company and
           Larry J. Ford

   4.12    Nonqualified Stock Option    Filed herewith
           Agreement, dated as of
           February 28, 1997, by and
           between the Company and
           Larry J. Ford

   4.13    Nonqualified Stock Option    Filed herewith
           Agreement, dated as of
           April 17, 1996, by and
           between the Company and
           Larry J. Ford

   4.14    Nonqualified Stock Option    Filed herewith
           Agreement, dated as of
           April 7, 1995, by and
           between the Company and
           Larry J. Ford

   4.15    Nonqualified Stock Option    Filed herewith
           Agreement, dated as of
           October 31, 2000, by and
           between the Company and
           John E. Berndt

   4.16    Nonqualified Stock Option    Filed herewith
           Agreement, dated as of
           October 26, 1999, by and
           between the Company and
           John E. Berndt

   4.17    Nonqualified Stock Option    Filed herewith
           Agreement, dated as of
           October 27, 1998, by and
           between the Company and
           John E. Berndt

   4.18    Nonqualified Stock Option    Filed herewith
           Agreement, dated as of
           February 28, 1997, by and
           between the Company and
           John E. Berndt

   4.19    Nonqualified Stock Option    Filed herewith
           Agreement, dated as of
           December 3, 1996, by and
           between the Company and
           John E. Berndt

     5     Opinion of Covington &       Filed herewith
           Burling

   23.1    Consent of Covington &       Included in Exhibit 5
           Burling

   23.2    Consent of Ernst & Young     Filed herewith

   24      Power of Attorney            Included on signature page