SecProbe.io

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Mail Stop 0407
      							April 7, 2005

Via U.S. Mail and Fax (770) 497-3992
Ms. Debra Ziola
Chief Accounting Officer and Chief Financial Officer
Glenayre Technologies Inc.
11360 Lakefield Drive
Duluth, GA  30097

	RE:	Glenayre Technologies Inc.
      Form 10-K for the fiscal year ended December 31, 2004
		Filed March 11, 2005
		File No. 0-15761

Dear Ms. Ziola:

      We have reviewed the above referenced filings and have the
following comments.  We have limited our review to only your
financial statements and related disclosures and will make no
further
review of your documents.  As such, all persons who are
responsible
for the adequacy and accuracy of the disclosure are urged to be
certain that they have included all information required pursuant
to
the Securities Exchange Act of 1934.  Please address the following
comments in future filings.  If you disagree, we will consider
your
explanation as to why our comment is inapplicable or a future
revision is unnecessary.  Please be as detailed as necessary in
your
explanation.  In some of our comments, we may ask you to provide
us
with supplemental information so we may better understand your
disclosure.  After reviewing this information, we may or may not
raise additional comments.

	Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.

Item 7. Management`s Discussion and Analysis of Financial
Condition
and Results of Operations

Critical Accounting Policies and Estimates, page 13

1. Tell us the nature of your incentive offerings, including
special
pricing agreements and other volume-based incentives, and your
consideration of EITF 01-9.

Results of Continuing Operations
Year Ended December 31, 2004 compared to 2003, page 20
Year Ended December 31, 2003 compared to 2002, page 21

2. We note that your discussion of profit margins on product sales
and services was exclusive of related depreciation.  Please revise
your discussion to conform to the revised presentation of the
consolidated statements of operations based on our comment below.

Consolidated Statements of Operations, page 36.

3.  Since the captions "cost of revenues" and "gross margin"
exclude
depreciation and amortization for property and equipment directly
attributed to the generation of revenue, we believe that this
presentation inappropriately reports a figure for income before
depreciation and amortization.  As required by SAB Topic 11:B,
revise
your presentation to either reclassify the applicable depreciation
to
"cost of sales" or remove the subtotal and caption "gross margin"
and
indicate the amount of applicable depreciation that is excluded
from
"cost of revenues."

Notes to Consolidated Financial Statements

15.  Segment Reporting, page 65.

4. Revise to provide the disclosures required under paragraph 37
of
SFAS 131.

Item 9A. Controls and Procedures, page 66.

5. We note that you maintain disclosure controls and procedures
"designed to ensure that information required to be disclosed in
its
filings under the Securities Exchange Act of 1934 is recorded,
processed, summarized and reported within the time periods
specified
in the Securities and Exchange Commission`s rules and forms."  We
also note that you use similar language in your subsequent
definition
of "disclosure controls and procedures."

In your response letter, please confirm, if true, that your
disclosure controls and procedures were also designed to ensure
that
information required to be disclosed in your  Exchange Act filings
is
accumulated and communicated to management, including your CEO and
CFO (or persons performing similar functions) to allow timely
decisions regarding required disclosure.  See Rule 13a-15(e).
Your
response letter should also confirm, if true, that your CEO and
CFO
concluded the disclosure controls and procedures were effective in
achieving the above-mentioned purpose.

Please confirm in your response letter that you will provide
similar
disclosure in your future filings.  Alternatively, if true, please
simply state in future filings that your disclosure controls and
procedures are effective.

6. We note the following statement in the Controls and Procedures
section:

"Notwithstanding the foregoing, there are inherent limitation to
the
effectiveness of any system of disclosure controls and procedures,
including the possibility of human error and the circumvention or
overriding of the controls and procedures.  Accordingly, even
effective disclosure controls and procedure can only provide
reasonable assurance of achieving their control objectives."

In your response letter, please confirm, if true, that your
disclosure controls and procedures were designed to provide
reasonable assurance of achieving their objectives.  Your response
letter should also confirm, if true, that your Chief Executive
Officer and Chief Financial Officer concluded that your disclosure
controls and procedures were effective in providing that level of
reasonable assurance.  Finally, please confirm that you will
provide
similar disclosure in future filings.  As an alternative, please
consider removing any reference to the level of assurance of the
disclosure controls and procedures in future filings.  For
additional
guidance, please refer to Release No. 33-8238, which is available
on
our website (www.sec.gov).

*    *    *    *

      Please respond to these comments within 10 business days or
tell us when you will provide us with a response.  Please furnish
a
letter that keys your responses to our comments and provides any
requested supplemental information.  Please file your response
letter
on EDGAR.

	We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision.  Since the company and its management are in
possession of all facts relating to a company`s disclosure, they
are
responsible for the accuracy and adequacy of the disclosures they
have made.

	In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that

* the company is responsible for the adequacy and accuracy of the
disclosure in the filings;

* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filings; and

* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

      In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filings or
in
response to our comments on your filings.

      You may contact Kathryn Jacobson, Staff Accountant, at (202)
824-5332 or Kyle Moffatt, Accountant Branch Chief, at (202) 942-
1990
if you have questions regarding comments on the financial
statements
and related matters.  Please contact Ted Yu, Staff Attorney, at
202-
824-5684 or me at (202) 942-1990 with any other questions.

							Sincerely,

							Larry Spirgel
							Assistant Director

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Ms. Debra Ziola
Glenayre Technologies Inc.
April 7, 2005
Page 1

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

         DIVISION OF
CORPORATION FINANCE

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