SEC Form 5

FORM 5

[ ] Check this box if no longer
subject to Section 16. Form 4 or Form
5 obligations may continue.
See Instruction 1(b).

[ ]Form 3 Holdings Reported
[ ]Form 4 Transactions Reported

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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(f) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number: 3235-0362

Expires: January 31, 2005
Estimated average burden
hours per response. . . . . 0.5

1. Name and Address of Reporting Person^*

Ma, Raymond

(Last) (First) (Middle)

22116 23rd Drive SE

(Street)

Bothell, WA 98021

(City) (State) (Zip)

USA

2. Issuer Name and Ticker
or Trading Symbol

Teltone Corporation TTNC

3. I.R.S. Identification
    Number of Reporting
    Person, if an entity
    (voluntary)

4. Statement for
(Month/Year)

June 2002

5. If Amendment,
Date of Original
(Month/Year)

6. Relationship of Reporting Person(s) to Issuer

(Check all applicable)

Director 10% Owner

X Officer Other

Officer/Other

Description VP Engineering

7. Individual or Joint/Group
Filing (Check Applicable Line)

X Individual Filing

Joint/Group Filing

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	3. Transaction Code (Instr. 8)	4. Securities Acquired (A) or Disposed (D) Of (Instr. 3, 4, and 5) Amount \| A/D \| Price	5. Amount of Securities Beneficially Owned at End of Issuer's Fiscal Year (Instr. 3 and 4)	6. Owner- ship Form: Direct(D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common				55,800	D
Common				6,921	I	By Profit Sharing Plan Trust

If the form is filed by more than one reporting person, see instruction 4(b)(v).

(over)
SEC 2270 (3-99)

Ma, Raymond - June 2002

Form 5 (continued)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned

(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 3)	2. Conver- sion or Exercise Price of Deri- vative Security	3. Transaction Date (Month/ Day/ Year)	4. Transaction Code	5. Number of Derivative Securities Acquired (A) or Disposed (D) Of (Instr. 3,4 and 5)	6. Date Exercisable(DE) and Expiration Date(ED) (Month/Day/Year) (DE) \| (ED)	7. Title and Amount of Underlying Securities (Instr. 3 and 4)	8. Price of Derivative Security (Instr.5)	9. Number of Derivative Securities Beneficially Owned at End of Year (Instr.4)	10. Owner- ship Form of Deriv- ative Security: Direct (D) or Indirect (I)	11. Nature of Indirect Beneficial Ownership (Instr.4)
Stock Option (Right to Buy) (1)	$0.50	10/29/1996	A	(A) 10,000	Varies (1) \| 10/29/2002	Common - 10,000	$0.50	10,000	D
Stock Option (Right to Buy) (1)	$0.50	10/30/1997	A	(A) 20,000	Varies (1) \| 10/30/2003	Common - 20,000	$0.50	20,000	D
Stock Option (Right to Buy)	$0.60	10/29/1998	A	(A) 20,000	Varies (1) \| 10/29/2004	Common - 20,000	$0.60	20,000	D
Stock Option (Right to Buy) (1)	$0.60	11/04/1999	A	(A) 20,000	Varies (1) \| 11/04/2005	Common - 20,000	$0.60	20,000	D
Stock Option (Right to Buy) (1)	$0.87	11/02/2000	A	(A) 10,000	Varies (1) \| 11/02/2006	Common - 10,000	$0.87	10,000	D
Stock Option (Right to Buy) (1)	$0.32	03/13/2001	A	(A) 20,000	Varies (1) \| 03/13/2007	Common - 20,000	$0.32	20,000	D
Stock Option (Right to Buy) (1)	$0.21	11/06/2001	A	(A) 20,000	Varies (1) \| 11/06/2007	Common - 20,000	$0.21	20,000	D

Explanation of Responses :

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient,
See Instruction 6 for procedure.

Potential persons who are to respond to the collection of information contained in this form are not
required to respond unless the form displays a currently valid OMB number.

/s/ Raymond Ma
________________________________ __________________
** Signature of Reporting Person Date

Page 2
SEC 2270 (3-99)

Ma, Raymond - June 2002

Form 5 (continued)

FOOTNOTE Descriptions for Teltone Corporation TTNC

Form 5 - June 2002

Raymond Ma
22116 23rd Drive SE

Bothell, WA 98021

Explanation of responses:

(1) This derivative is exercisable in 25% installments on the first four anniversary dates from date of grant.

Page 3

TELTONE CORP 5