Ownership Submission
FORM 3
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
  Cook Harold B
2. Date of Event Requiring Statement (Month/Day/Year)
02/23/2006
3. Issuer Name and Ticker or Trading Symbol
RELM WIRELESS CORP [(RWC)]
(Last)
(First)
(Middle)
810 KNECHT ROAD NE
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Exec, Vice Pres. of Operations
5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

PALM BAY, FL 32905
6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Beneficially Owned
1.Title of Security
(Instr. 4)
2. Amount of Securities Beneficially Owned
(Instr. 4)
3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)
4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Common Stock 16,500
D
 
Common Stock 1,298
I
See footnote (1)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 4)
2. Date Exercisable and Expiration Date
(Month/Day/Year)
3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Employee Stock Option (right to buy)   (2) 01/03/2010 Common Stock 20,000 $ 2.875 D  
Employee Stock Option (right to buy)   (3) 11/18/2010 Common Stock 22,000 $ 1 D  
Employee Stock Option (right to buy)   (4) 01/25/2012 Common Stock 20,000 $ 1.1 D  
Employee Stock Option (right to buy)   (5) 02/10/2014 Common Stock 5,000 $ 2.05 D  
Employee Stock Option (right to buy)   (6) 05/05/2014 Common Stock 20,000 $ 2.35 D  
Employee Stock Option (right to buy)   (7) 02/22/2015 Common Stock 10,000 $ 2.1 D  
Employee Stock Option (right to buy)   (8) 10/27/2015 Common Stock 15,000 $ 4.5 D  
Employee Stock Option (right to buy)   (9) 02/22/2016 Common Stock 25,000 $ 11.4 D  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Cook Harold B
810 KNECHT ROAD NE
PALM BAY, FL 32905
      Exec, Vice Pres. of Operations  

Signatures

/s/ Harold B. Cook 03/30/2006
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 5(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) By the reporting person's children whom have granted to him a power-of-attorney over such shares.
(2) The options vested in 25% increments over four years beginnng January 2, 2001.
(3) The options vested in 25% increments over four years beginnng November 17, 2001.
(4) The options vested in 25% increments over four years beginnng January 25, 2012.
(5) The options vested 100% on February 11, 2004.
(6) The options vested in 25% increments over four years beginning May 5, 2004.
(7) The options vested 100% on February 23, 2005.
(8) The options vested 100% on October 28, 2005.
(9) The options vested in whole or in part on the first anniversary of the date of grant depending upon the Issuer's achievement in 2006 of specified levels of sales and pre-tax income. For information concerning the formula to determine the number of options that vest, if any, reference is made to the Issuer's Current Report on Form 8-K dated February 23, 2006.

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