424B3

Filed Pursuant to Rule 424(b)(3) and (c)

Registration No. 333-75512

PROSPECTUS SUPPLEMENT NO. 2 DATED MARCH 1, 2004

TO

PROSPECTUS DATED JANUARY 8, 2004

RELM WIRELESS CORPORATION

3,191,250 Shares of Common Stock

Underlying Common Stock Purchase Warrants

And

555,000 Shares of Common Stock Underlying

a Standby Underwriter’s Option

This Prospectus Supplement No. 2 (the “Prospectus Supplement”) supplements our prospectus dated January 8, 2004, as supplemented by Prospectus Supplement No. 1 dated January 8, 2004 (collectively, the “Prospectus”), relating to the initial issuance and sale of up to 3,191,250 shares of our common stock upon the exercise of warrants (as described in the Prospectus) that we issued in connection with our public rights offering completed on March 22, 2002 and the resale by the standby underwriter of our 2002 public rights offering for its own account of up to 555,000 shares of our common stock that are issuable to the standby underwriter upon exercise of an option (as described in the Prospectus) we granted to it in connection with our 2002 public rights offering.

This Prospectus Supplement should be read in conjunction with, and may not be delivered or utilized without, the Prospectus.  This Prospectus Supplement is qualified by reference to the Prospectus except to the extent that information herein contained supersedes the information contained in the Prospectus.  Capitalized terms used in this Prospectus Supplement and not otherwise defined herein have the meanings specified in the Prospectus.  

On February 27, 2004, we furnished to the Securities and Exchange Commission the attached Current Report on Form 8-K.

SEE “RISK FACTORS” SET FORTH IN THE PROSPECTUS TO READ ABOUT IMPORTANT FACTORS YOU SHOULD CONSIDER BEFORE BUYING SHARES OF OUR COMMON STOCK.

These securities have not been approved or disapproved by the Securities and Exchange Commission or any state securities commission nor has the Securities and Exchange Commission or any state securities commission passed upon the accuracy or adequacy of the Prospectus or this Prospectus Supplement.  Any representation to the contrary is a criminal offense.

The date of this Prospectus Supplement is March 1, 2004.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_______________

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported)  February 24, 2004

RELM Wireless Corporation

(Exact name of registrant as specified in its charter)

Nevada	000-07336	59-34862971
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

7100 Technology Drive, West Melbourne, FL 32904

(Address of Principal Executive Office) (Zip Code)

(321) 984-1414

(Registrant’s telephone number, including area code)

Not Applicable

(Former Name or Former Address, If Changed Since Last Report.)

Item 5.     Other Events and Regulation FD Disclosure

On February 24, 2004, RELM Wireless Corporation (the “Company”) entered into a loan modification agreement together with RELM Communications, Inc. with Silicon Valley Bank increasing the Company’s line of credit from $2,500,000 to $3,500,000 and extending the maturity date from August 29, 2004 to January 1, 2005. A copy of the Loan Modification Agreement is attached hereto as Exhibit 99.1 and incorporated herein by reference.

The Company issued a press release announcing this event on February 24, 2004, a copy of which is attached as Exhibit 99.2

Item 7.     Financial Statements and Exhibits.

(c)

Exhibits.

Exhibit No.	Exhibit Description
99.1	Loan Modification Agreement dated February 24, 2004, among RELM Wireless Corporation and Relm Communications, Inc., as borrower, and Silicon Valley Bank, as lender
99.2	Press Release issued by the Company on February 24, 2004
99.3	Press Release issued by the Company on February 25, 2004

Item 12.   Results of Operations and Financial Condition

On February 25, 2004, the Company issued a press release announcing its operating results for the fourth quarter and year ended December 31, 2003.  A copy of the press release is attached as Exhibit 99.3

The information in this Form 8-K and Exhibit attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall be expressly set forth by specific reference in such filing.

2

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.

	RELM WIRELESS CORPORATION
	(Registrant)
Date:  February 26, 2004	By:	/s/ WILLIAM P. KELLY
		William P. Kelly Executive Vice President – Finance and Chief Financial Officer

EX-99.1

Exhibit 99.1

LOAN MODIFICATION AGREEMENT

THIS LOAN MODIFICATION AGREEMENT (this “Agreement”) is entered into as of February 24, 2004 by and among RELM WIRELESS CORPORATION, a Nevada corporation ("Relm Wireless") whose address is 7100 Technology Drive, West Melbourne, Florida 32904, RELM COMMUNICATIONS, INC., a Florida corporation (“Relm Communications” and, together with Relm Wireless, the “Borrowers”) whose address is 7100 Technology Drive, West Melbourne, Florida 32904, and SILICON VALLEY BANK ("Lender") (“Silicon”) whose address is 3003 Tasman Drive, Santa Clara, California 95054 and with a loan production office at 3353 Peachtree St. N.E., Suite M-10, Atlanta, Georgia 30326.

1.

DESCRIPTION OF EXISTING INDEBTEDNESS: Among other indebtedness which may be owing by Borrowers to Lender, Borrowers are indebted to Lender pursuant to, among other documents, a Loan and Security Agreement, dated August 29, 2003 (as may be amended from time to time, the "Loan Agreement"). The Loan Agreement and the schedule attached thereto (the “Schedule”) provide for, among other things, a Loan in the original maximum principal amount of Two Million Five Hundred Thousand Dollars ($2,500,000) (the “Revolving Facility”). Hereinafter, all indebtedness owing by Borrowers to Lender shall be referred to as the "Indebtedness."

2.

DESCRIPTION OF COLLATERAL. Repayment of the Indebtedness is secured by the Collateral as described in the Loan Agreement. Hereinafter, the above-described security documents and guaranties, together with all other documents securing repayment of the Indebtedness shall be referred to as the "Security Documents". Hereinafter, the Security Documents, together with all other documents evidencing or securing the Indebtedness shall be referred to as the "Existing Loan Documents".

3.

MODIFICATION(S) TO REVOLVING FACILITY.

a.

The Loan Agreement is hereby amended by adding a new Section 1.7 thereto, to read as follows:

1.7

Cash Management Services. Borrower may use up to the Cash Management Services Sublimit (as hereafter defined) of the Loan for Silicon's Cash Management Services, which may include merchant services, direct deposit of payroll, business credit card, and check cashing services identified in various cash management services agreements related to such services (the “Cash Management Services”). The aggregate face amount of all Cash Management Services from time to time outstanding shall not exceed the amount shown on the Schedule (the “Cash Management Services Sublimit”), and shall be reserved against Loans which would otherwise be available hereunder, and in the event at any time there are insufficient Loans available to Borrower for such reserve, Borrower shall deposit and maintain with Sil icon cash collateral in an amount at all times equal to such deficiency, which shall be held as Collateral for all purposes of this Agreement. Any amounts Silicon pays on behalf of Borrower or any amounts that are not paid by Borrower for any Cash Management Services will be treated as Loans and will accrue interest at the rate provided for herein.

b.

Section 1 to the Schedule (Credit Limit) is amended and restated in its entirety as follows:

1.

Credit Limit

(Section 1.1)

An amount not to exceed the lesser of: (i) $3,500,000 at any one time outstanding (the “Maximum Credit Limit”); or (ii) the sum of 85% (the “Advance Rate”) of the amount of Borrower’s Eligible Accounts (as defined in Section 8 above), plus 20% of Eligible Inventory, provided, however, that at no time may the amount drawn hereunder against Eligible Inventory exceed the lesser of $500,000 or 20% of the total amount of Loans outstanding hereunder.

Silicon may, from time to time, modify the Advance Rate, in its good faith business judgment, upon notice to the Borrower, based on changes in collection experience with respect to Accounts or other issues or factors relating to the Accounts or Eligible Inventory.

Letter of Credit Sublimit

(Section 1.6):

$250,000

Cash Management Sublimit

(Section 1.7):

$500,000

c.

Section 4 to the Schedule (Maturity Date) is amended and restated in its entirety as follows:

Maturity Date (Section 6.1):

January 1, 2005.

4.

CONSISTENT CHANGES. The Existing Loan Documents are hereby amended wherever necessary to reflect the changes described above.

5.

PAYMENT OF LOAN FEE. Borrower shall pay to Lender a fee in the amount of Twelve Thousand Dollars ($12,000) (the "Loan Fee") plus all out-of-pocket expenses, including Lender’s attorney’s fees and expenses.

6.

NO DEFENSES OF BORROWER. Borrower agrees that it has no defenses against the obligations to pay any amounts under the Indebtedness.

7.

CONTINUING VALIDITY. Borrower understands and agrees that in modifying the existing Indebtedness, Lender is relying upon Borrower's representations, warranties, and agreements, as set forth in the Existing Loan Documents. Except as expressly modified pursuant to this Agreement, the terms of the Existing Loan Documents remain unchanged and in full force and effect. Lender's agreement to modifications to the existing Indebtedness pursuant to this Agreement in no way shall obligate Lender to make any future modifications to the Indebtedness. Nothing in this Agreement shall constitute a satisfaction of the Indebtedness. It is the intention of Lender and Borrower to retain as liable parties all makers and endorsers of Existing Loan Documents, unless the party is expressly released by Lender in writing. No maker, endorser, or guarantor w ill be released by virtue of this Agreement. The terms of this paragraph apply not only to this Agreement, but also to all subsequent loan modification agreements.

8.

CONDITIONS. The effectiveness of this Agreement is conditioned upon the Borrower’s payment of the Loan Fee.

[SIGNATURES APPEAR ON THE FOLLOWING PAGE]

2

This Agreement is executed as of the date first written above.

BORROWER:		LENDER:
RELM WIRELESS CORPORATION		SILICON VALLEY BANK
;
By:	/s/  W. P. KELLY	By:	/s/  WILLIAM L YANG
Name:	William P. Kelly	Name:	William L. Yang
Title:	EVP & CFO	Title:	Vice President
RELM COMMUNICATIONS, INC.
By:	/s/  W. P. KELLY
Name:	William P. Kelly
Title:	EVP & CFO

3

EX-99.2

Exhibit 99.2

Press Release

RELM WIRELESS ANNOUNCES EXPANDED CREDIT FACILITY

WEST MELBOURNE, FL, February 24, 2004 -- RELM Wireless Corporation (OTCBB: RELM) today announced that its senior lender, Silicon Valley Bank, has increased the Company’s revolving line of credit and extended its term.  

The original agreement with Silicon Valley Bank provided a $2.5 million revolving line of credit for one year, secured by substantially all of the Company’s assets, principally trade receivables and inventory.  The maximum amount of the credit facility has been increased to $3.5 million, and the facility will mature on January 1, 2005.  The original maturity date was August 29, 2004.

“We are very pleased with the increase and extension of our credit facility, a clear affirmation of our strategy and progress,” commented RELM President and CEO Dave Storey.  “Although our relationship with Silicon Valley Bank is relatively new, it has been an important element in the continued execution of our business plans, particularly the ongoing development of additional digital products.  The expanded facility will provide access to additional working capital that will enable us to speed those efforts.  Silicon Valley Bank understands our business opportunities and has proven to be a valuable business partner.”

“We are proud of our continued relationships with leading technology companies like RELM Wireless”, said Silicon Valley Bank Senior Vice President, Christopher Jones.  “Silicon Valley Bank strives to provide RELM Wireless and other emerging and established technology companies with creative solutions and diversified financial services that will help them successfully execute their business objectives.”

Silicon Valley Bank provides diversified financial services to emerging growth and mature companies in the technology, life sciences and private equity markets, as well as the premium wine industry.  Through its focus on specialized markets and extensive knowledge of the people and business issues driving them, Silicon Valley Bank provides a level of service and partnership that measurably impacts its clients’ success.  Founded in 1983 and headquartered in Santa Clara, California, the company serves more than 9,500 clients across the country through 27 regional offices.  More information on Silicon Valley Banks can be found at www.svb.com.

For more than 55 years, RELM Wireless Corp. has manufactured and marketed two-way FM business-band radios, as well as high-specification public safety mobile and portable radios, repeaters and accessories, base station components, and subsystems. Revolutionary advances include new low-cost digital portable two-way radios compliant with APCO Project 25 technical specifications. Products are manufactured and distributed worldwide under BK Radio, RELM, Uniden PRC and brand names. The company maintains its headquarters in West Melbourne, Florida and can be contacted through its web site at www.relm.com or directly at 1-800-821-2900.

This press release contains certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act Of 1995 and is subject to the safe-harbor created by such act.  These forward-looking statements concern the Company’s operations, economic performance and financial condition and are based largely on the Company’s beliefs and expectations.  These statements involve known and unknown risks, uncertainties and other factors that may cause the actual results, performance or achievements of the Company, or industry results, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements.  Such factors and risks include, among others, the following: the factors described in the Company’s filings with the Securities and Exchange Commission; general economic and business conditions; changes in customer preferences; competition; changes in technology; changes in business strategy; the indebtedness of the Company; quality of management, business abilities and judgment of the Company’s personnel; and the availability, terms and deployment of capital.  Certain of these factors and risks, as well as other risks and uncertainties are stated in more detail in the Company’s Annual Report on Form 10-K.  These forward-looking statements are made as of the date of this press release, and the Company assumes no obligation to update the forward-looking statements or to update the reasons why actual results could differ from those projected in the forward-looking statements.

————————————

RELM Wireless Corporation

EX-99.3

Exhibit 99.3

Press Release

RELM Wireless 2003 Results Show Dramatic Improvement

Revenue Up 23%, Gross Margins Up 46%, Over Last Year; Net Income of $0.11 Per Diluted Share

Driven by New Proprietary High-Spec Digital Public Safety Product

WEST MELBOURNE, Fla., February 25, 2004 - RELM Wireless Corporation (OTC Bulletin Board: RELM - News) today announced its operating results for the fourth quarter and year ended December 31, 2003.

Revenue for the fourth quarter of 2003 increased approximately $3.6 million (156.5%) to $5.9 million, from $2.3 million for the same quarter last year. Fourth quarter net income increased approximately $3.2 million to $1.0 million, or $0.09 per diluted share, from a net loss of ($2.2) million, or ($0.26) per diluted share, for the fourth quarter of the prior year.

Revenue for the year 2003 increased approximately $3.7 million (23.1%) to $19.7 million from $16.0 million for the prior year. Net income for the year 2003 increased approximately $4.6 million to $1.0 million, or $0.11 per diluted share, from a net loss of ($3.6) million, or ($0.47) per diluted share, for the prior year.

Revenue growth during the fourth quarter and year ended December 31, 2003 was the result of orders for new products, principally the Company’s BK Radio-brand digital portable radio, which was approved by various federal government agencies in the first half of 2003. The Company also realized additional revenue during the fourth quarter of 2003 from the introduction of a new line of portable radios targeting business and industrial customers.

Gross profit margins for the fourth quarter 2003 increased to 47.2% from 7.2% for the same period last year, an improvement of approximately 555.6%. For the year 2003, gross profit margins increased to 38.6% from 26.4% for 2002, an improvement of approximately 46.2%. The Company successfully reduced its product costs through a series of programs that have improved manufacturing efficiencies. These programs incorporate new, more cost-effective product designs and the utilization of high-quality contract manufacturers.  

Selling, general and administrative costs (SG&A) for the fourth quarter 2003 decreased approximately 19.1% to $1.7 million compared with $2.1 million for the same period last year. For the year 2003, SG&A expenses decreased approximately 4.6% to $6.2 million compared to $6.5 million for 2002. The Company increased its spending related to digital product development programs and certain sales and marketing activities. These increases were more than offset by decreases in administrative functions and other non-recurring expenses from 2002.

“These results represent RELM’s best performance in 17 years, validating our recent turnaround,” commented RELM President and Chief Executive Officer Dave Storey. “Leading the way was the first wave of new product introductions in our premier BK Radio-brand digital radios for public safety, homeland security, military and federal/state/local government agency users. Our digital products feature proprietary, streamlined technology certified as compliant with the Project 25 standard of APCO (Association of Public-Safety Communications Officials). Compliance with the standard is increasingly becoming the key decision factor for public safety purchasers. We believe that the demand for Project 25-compliant equipment will fuel growth in the LMR (land mobile radio) market as users upgrade systems to comply with the FCC mandate for the use of spectrum - -efficient technology.

 - MORE -

“Our flagship digital portable radio, the DPH, is impressing users not only with cost savings, but also with better audio quality, longer battery life and easier operation under emergency conditions,” Storey continued.

“Also successfully launched in 2003 was our new product line of low-cost high-quality RELM-brand RP Series portable radios for commercial and industrial applications,” said Storey. “The timely arrival of the new digital radio and RELM RP Series products – combined with the impact of fundamental product design and manufacturing improvements, and rigorous cost containment – served as catalysts for strong revenue growth and produced outstanding gross margins.

“Our plan is in place,” Storey commented, “to capitalize on these gains in 2004 and beyond, with a dynamic array of new products and enhancements in the pipeline, several scheduled to make their debut this year. Aggressive sales and marketing efforts are accelerating, increasing our market penetration and raising awareness of RELM Wireless. We are optimistic in believing these 2003 results show that RELM is headed in the right direction, both near-term and well into the future.”

Since 1993, a civil action has been pending against the Company relating to the note of a former affiliate totaling $1.7 million plus $2.6 million in alleged accrued interest. This action, disclosed in the Company’s filings with the Securities and Exchange Commission from its inception, has been scheduled for trial on March 22, 2004. Counsel maintains its position that the Company has meritorious defenses and will be successful in defending this action.

On February 23, 2004 the Company’s senior lender increased the Company’s revolving line of credit and extended its term. The original agreement provided a $2.5 million revolving line of credit for one year, secured by substantially all of the Company’s assets, principally trade receivables and inventory. The maximum amount of the credit facility was increased to $3.5 million, and the facility will mature on January 1, 2005. The original maturity date was August 29, 2004.

For more than 55 years, RELM Wireless Corp. has manufactured and marketed high-specification two-way communications equipment for use by public safety professionals and government agencies, as well as business-band radios for use in a wide range of commercial and industrial applications. Revolutionary advances include new low-cost digital portable two-way radios compliant with APCO Project 25 technical specifications. Products are manufactured and distributed worldwide under BK Radio, RELM and Uniden PRC brand names. The company maintains its headquarters in West Melbourne, Florida and can be contacted through its web site at www.relm.com or directly at 1-800-821-2900.

This press release contains certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act Of 1995 and is subject to the safe-harbor created by such act. These forward-looking statements concern the Company’s operations, economic performance and financial condition and are based largely on the Company’s beliefs and expectations. These statements involve known and unknown risks, uncertainties and other factors that may cause the actual results, performance or achievements of the Company, or industry results, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Such factors and risks include, among others, the following: general economic and business conditions; changes in customer preferences; competition; changes in technology; chang es in business strategy; the debt and inventory levels of the Company; quality of management, business abilities and judgment of the Company’s personnel; and the availability, terms and deployment of capital. Certain of these factors and risks, as well as other risks and uncertainties are stated in more detail in the Company’s Annual Report on Form 10-K for the year ended December 31, 2002 and in the Company’s subsequent filings with the SEC. These forward-looking statements are made as of the date of this press release, and the Company assumes no obligation to update the forward-looking statements or to update the reasons why actual results could differ from those projected in the forward-looking statements.

# # #

(Financial Tables to Follow)

RELM WIRELESS CORPORATION

Condensed Consolidated Statements of Operations

(In Thousands Except Per Share Amounts)

	Three Months Ended						Twelve Months Ended
	(Unaudited)
	12/31/03			12/31/02			12/31/03			12/31/02
Sales	$	5,901		$	2,316		$	19,728		$	15,978
Costs & Expenses:
Cost Of Sales		3,118			2,150			12,112			11,760
SG&A		1,705			2,117			6,210			6,476
Loss On Notes Receivable		0			175			0			1,075
Total Costs & Exp		4,823			4,442			18,322			19,311
Operating Income (Loss)		1,078			(2,126	)		1,406			(3,333	)
Other Income (Expense):
Interest Expense		(105	)		(120	)		(442	)		(456	)
Other Income (Expense)		12			22			57			158
Income (Loss) From Operations		985			(2,224	)		1,021			(3,631	)
Tax Expense (Benefit)		13			0			13			0
Net Income (Loss)	$	972		$	(2,224	)	$	1,008		$	(3,631	)
Earnings (Loss) per share - basic	$	0.11		$	(0.26	)	$	0.11		$	(0.47	)
Earnings (Loss) per share - diluted	$	0.09		$	(0.26	)	$	0.11		$	(0.47	)
Weighted Average Common Shares Outstanding, Basic		9,072			8,540			9,002			7,787
Weighted Average Common Shares Outstanding, Diluted		10,750			8,540			9,173			7,787

———————————————

Source: RELM Wireless Corporation