SCHEDULE 14A INFORMATION

PROXY STATEMENT PURSUANT TO SECTION 14(a)
OF THE SECURITIES EXCHANGE ACT OF 1934

Filed by the Registrant x

Filed by a Party other than the Registrant o

Check the appropriate box:

Glenayre Technologies, Inc.

N/A

Payment of Filing Fee (Check the appropriate box):

GLENAYRE TECHNOLOGIES, INC.
11360 Lakefield Drive
Duluth, Georgia 30097

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON MAY 18, 2004

     The 2004 Annual Meeting of the Stockholders of Glenayre Technologies, Inc., a Delaware corporation (the “Company”), will be held at the Hilton Garden Inn, 11695 Medlock Bridge Road, Duluth, Georgia 30097 on May 18, 2004 at 2:00 p.m., local time, for the following purposes:

     The close of business on March 19, 2004 has been fixed as the record date for determination of stockholders entitled to notice of and to vote at the 2004 Annual Meeting and any adjournment(s) thereof. A Proxy Statement, a form of proxy and a Summary Annual Report to the stockholders of the Company, which includes the Company’s Annual Report on Form 10-K for the year ended December 31, 2003, as filed with the Securities and Exchange Commission, are enclosed with this Notice.

     A list of stockholders entitled to vote at the 2004 Annual Meeting will be open to the examination of any stockholder for any purpose relevant to the 2004 Annual Meeting, during ordinary business hours, for a period of 10 days prior to the 2004 Annual Meeting at the principal office of the Company at 11360 Lakefield Drive, Duluth, Georgia 30097.

     Stockholders are cordially invited to attend this meeting. Each stockholder, whether or not he or she expects to be present in person at the 2004 Annual Meeting, is requested to SIGN, DATE and RETURN THE ENCLOSED PROXY in the accompanying envelope as promptly as possible.

BY ORDER OF THE BOARD OF DIRECTORS

Clarke H. Bailey
Chairman and Chief Executive Officer

April 5, 2004

GLENAYRE TECHNOLOGIES, INC.
PROXY STATEMENT

2004 ANNUAL MEETING

     This Proxy Statement is furnished in connection with the solicitation by the Board of Directors of Glenayre Technologies, Inc. (the “Company” or “Glenayre”) of proxies for use at the 2004 Annual Meeting of Stockholders to be held at the Hilton Garden Inn, 11695 Medlock Bridge Road, Duluth, Georgia 30097 on May 18, 2004 at 2:00 p.m., local time, and at any adjournment(s) thereof.

     This Proxy Statement, the Notice of the 2004 Annual Meeting and the form of proxy were first mailed to stockholders on or about April 5, 2004. The Company’s principal executive offices are located at 11360 Lakefield Drive, Duluth, Georgia 30097, telephone (770) 283-1000.

Voting and Record Date

     As of March 19, 2004, the record date for the determination of stockholders of the Company entitled to notice of and to vote at the 2004 Annual Meeting, the Company had 66,554,006 shares of common stock, $.02 par value (“Common Stock”), outstanding and entitled to vote. Each holder of Common Stock at the close of business on March 19, 2004 will be entitled to one vote for each share held of record.

     The three director nominees receiving the most affirmative votes of the shares of Common Stock present or represented and entitled to vote at the meeting will be elected as directors. The affirmative vote of a majority of the votes cast is required to ratify the selection of Ernst & Young LLP as independent auditors to audit the financial statements of the Company.

     One-third of the total outstanding shares of Common Stock will constitute a quorum at the meeting. Abstentions and broker non-votes will be counted for purposes of determining the presence or absence of a quorum for the transaction of business, but will not count toward the determination of which director nominees receive the most affirmative votes or whether a majority of votes is cast in favor of ratifying the selection of Ernst & Young LLP. A broker non-vote occurs when a nominee holding shares for a beneficial owner does not vote on a particular proposal because the nominee has not received instructions from the beneficial owner and does not have discretionary voting power for that particular item. Under rules followed by the National Association of Securities Dealers, Inc., brokers that are members of the New York Stock Exchange or any other national securities exchange are entitled to exercise discretionary voting power pursuant to the rules of the applicable exchange.

Solicitation of Proxies

     Any stockholder giving a proxy for the 2004 Annual Meeting may revoke it at any time prior to the voting thereof by giving written notice to the Chairman or the Secretary of the Company by filing a later-dated proxy with either of them prior to the commencement of the 2004 Annual Meeting, or by voting in person at the 2004 Annual Meeting. Proxies and notices of revocation should be mailed or delivered to American Stock Transfer & Trust Company, 59 Maiden Lane, New York, New York 10038 for receipt by American Stock Transfer & Trust Company no later than two business days prior to the 2004 Annual Meeting, or should be deposited with the Chairman or the Secretary of the Company immediately prior to the commencement of the 2004 Annual Meeting.

     All shares of Common Stock represented by proxies will be voted at the 2004 Annual Meeting, and at any adjournment(s) thereof, as specified therein by the persons giving the proxies. If no direction is given, the proxy will be voted:

     Solicitation of proxies is being made primarily by mail; however, there may also be further solicitation in person and by telephone at nominal cost by directors, officers, employees and agents of the Company, who will receive no additional compensation therefor. The Company will bear all costs of soliciting proxies including charges made by brokers and other persons holding stock in their names or in the names of nominees for reasonable expenses incurred in sending proxy material to beneficial owners and obtaining their proxies.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

     Listed in the following table are the beneficial owners known to the Company as of March 9, 2004, of more than 5% of the outstanding Common Stock. In addition, this table includes the number of shares of Common Stock beneficially owned by each director and each of the executive officers listed in the Summary Compensation Table, and the number of shares owned by directors and executive officers as a group. Percent Outstanding includes shares currently owned and shares subject to stock options exercisable within 60 days of March 9, 2004.

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EXECUTIVE OFFICERS OF THE REGISTRANT

Clarke H. Bailey; age 49; Director of the Company since December 1990; Chief Executive Officer of the Company since October 2003; Chairman of the Company since October 1999; Vice Chairman of the Company from November 1992 to June 1996; Chief Executive Officer of the Company from December 1990 to March 1994; and Acting Chief Executive Officer of the Company from May 1994 to December 1994; Chairman and Chief Executive Officer of ShipXact.com, Inc. from January 1999 to March 2002; Chairman and Chief Executive Officer of United Acquisition Company and its parent, United Gas Holding Corporation, from February 1995 to January 1998; Chairman of Arcus, Inc. from July 1995 to January 1998; and Co-Chairman of Highgate Capital L.L.C. from February 1995 to March 2002

Ramon D. Ardizzone; age 66; Vice Chairman of the Company since May 2001; Chairman of the Company from June 1996 to September 1999; President and Chief Executive Officer of the Company from December 1998 to June 1999; President of the Company from December 1994 to June 1996; Chief Executive Officer of the Company from May 1995 through December 1996; Acting Chief Executive Officer of the Company from December 1994 to May 1995; Director of the Company since November 1992; Chief Operating Officer of the Company from June 1994 to December 1994; Acting Chief Operating Officer of the Company from May 1994 to June 1994; Executive Vice President of the Company from November 1992 to December 1994; and Executive Vice President of the Company in charge of Sales and Marketing from November 1992 to May 1994

Kristopher A. Wood; age 32; Vice Chairman and Chief Acquisitions Officer of the Company since January 2004; Managing Director of Chancery Lane Capital, LLC from September 1999 to December 2001; Managing Director – Mergers and Acquisitions of Vertis, Inc. from September 1995 to December 1999; Managing Director of XL Ventures, LLC from September 1997 until December 2001; member of the Global Finance Group of Deutsche Bank Securities From July 1993 to May 1995

Debra L. Ziola; age 49; Senior Vice President, Chief Financial Officer, Chief Accounting Officer, Treasurer and Secretary of the Company since June 2001; various finance and operations management positions with the Company since 1996; Controller with Glenayre Manufacturing Ltd. from 1994 to 1996; Corporate Controller for Mr. Jax Fashions Inc. from 1989 to 1994; various audit positions with Deloitte & Touche from 1984 to 1989

Rolf A. Madson; age 43; Senior Vice President, Business Development and Marketing since October 2003; Senior Vice President, Products from May 2002 to October 2003; Vice President, Product Management of GEI since September 2000; Director and General Manager, Wireless Applications for Compaq Computers Telecommunication Division from August 1998 to September 2000; various finance and planning positions with Tandem Computers from 1987 to 1998, most recently as Director of Finance and Business Operations for the telecommunications division

ELECTION OF DIRECTORS

     The Company’s Board of Directors presently consists of eight members. The Company’s Certificate of Incorporation and By-Laws provide that the Board of Directors shall be divided into three classes, each consisting, as nearly as may be possible, of one-third of the total number of directors, for terms of three years. At the 2004 Annual Meeting, three Class II Directors are to be elected. As proposed and recommended by the Governance and Nominating Committee, the Board of Directors has nominated John J. Hurley, Horace H. Sibley and Howard W. Speaks, Jr. for election as Class II Directors

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to serve for three-year terms expiring at the Annual Meeting of Stockholders in 2007, and until their respective successors shall have been elected and qualified. Messrs. Hurley, Sibley and Speaks are currently serving as directors of the Company.

     The Board of Directors recommends a vote FOR all of the nominees. Each of the nominees has indicated his willingness to serve if elected, and the Board of Directors has no reason to believe that any nominee will be unavailable. In the event that a vacancy arises among such nominees by death or any other reason prior to the 2004 Annual Meeting, the proxy may be voted for a substitute nominee or nominees designated by the Board of Directors.

     Biographical information follows for each person nominated and each person whose term as a director will continue after the 2004 Annual Meeting. The information concerning the directors and nominees has been furnished by them to the Company.

Nominees for Election as Class II Directors at the 2004 Annual Meeting

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Directors Continuing in Office as Class I Directors until the 2006 Annual Meeting

Directors Continuing in office as Class III Directors until the 2005 Annual Meeting

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COMMITTEES OF THE BOARD OF DIRECTORS

     The Board of Directors met seven times during 2003. The Board of Directors operates under the terms of a charter, a copy of which is available on the Company’s website at www.glenayre.com. The full Board of Directors has determined that Messrs. Bates, Gilson, Hurley, Kelbley, Sibley and Speaks are independent under the standards set forth in the Board of Directors Charter and the listing standards of the Nasdaq Stock Market, Inc. (the “NASD”).

     The Board of Directors has standing Executive, Audit, Governance and Nominating and Compensation and Plan Administration Committees. Each of these committees operates under the terms of a charter, a copy of which is available on the Company’s website at www.glenayre.com. The functions and membership of each committee of the Board of Directors are set forth below.

     Each member of the current Board of Directors attended 75% or more of the aggregate number of meetings of the Board of Directors and the meetings of all committees of the Board of Directors on which he served during 2003.

Executive Committee

     The Executive Committee currently consists of Messrs. Ardizzone, Bailey, Bates and Speaks. The Executive Committee met fifteen times during 2003. The Executive Committee exercises the full powers of the Board of Directors to the extent permitted by law between Board of Directors meetings.

Audit Committee

     The Audit Committee currently consists of Messrs. Kelbley, Hurley and Sibley. The Audit Committee met thirteen times during 2003. All of the members of the Audit Committee are independent directors within the meaning of the applicable listing standards of the NASD. The Board of Directors has determined that Mr. Kelbley is an “audit committee financial expert” within the meaning of the regulations of the Securities and Exchange Commission.

     The Audit Committee oversees the Company’s financial reporting process on behalf of the Board of Directors. The Audit Committee’s role includes a particular focus on the qualitative aspects of financial reporting to shareholders and on the Company’s processes and procedures for the management of business and financial risks. The function of the Audit Committee is to provide assistance to the Board of Directors in fulfilling its responsibility to stockholders, potential stockholders and the investment community in monitoring:

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     A full description of the Audit Committee’s primary responsibilities, operating principles, and relationship with internal and external auditors is contained in the Audit Committee Charter, a copy of which is available on the Company’s website at www.glenayre.com and was attached to the Company’s proxy statement in connection with the 2003 Annual Meeting of Stockholders.

Governance and Nominating Committee

     The Governance and Nominating Committee currently consists of Messrs. Gilson, Hurley and Sibley All of the members of the Governance and Nominating Committee are independent directors within the meaning of the applicable listing standards of the NASD. The Governance and Nominating Committee met three times during 2003. The Governance and Nominating Committee’s functions include assisting the Board of Directors in ensuring that it is appropriately constituted to meet its fiduciary obligations to the stockholders and the Company by developing and implementing policies and processes regarding corporate governance matters, by assessing Board of Directors membership needs, and by proposing director candidates to the Board of Directors. The Governance and Nominating Committee is also responsible for reviewing and recommending action to the Board of Directors concerning related party transactions or relationships involving a possible conflict of interest between the Company and either a director or a senior executive officer.

     In identifying potential director candidates, the Governance and Nominating Committee seeks input from other members of the Board of Directors and executive officers and also considers recommendations by employees, community leaders, business contacts, third-party search firms and any other sources deemed appropriate by the Governance and Nominating Committee. The Governance and Nominating Committee will also consider director candidates recommended by stockholders to stand for election at the Annual Meeting of Stockholders, so long as such recommendations are submitted in accordance with the procedures described below.

     The Governance and Nominating Committee has not set specific, minimum qualifications that must be met by a director candidate. Rather, in evaluating candidates for recommendation to the Board of Directors, the Governance and Nominating Committee considers the following factors, in addition to any other factors that it deems appropriate:

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     Qualified candidates will be selected for recommendation to the Board by a majority of the Governance and Nominating Committee. The Board of Directors, taking into consideration the recommendations of the Governance and Nominating Committee, is responsible for filling vacancies and selecting nominees for election as directors at the Annual Meeting of Stockholders, with the primary emphasis on the guidelines set forth above.

     Stockholders who wish to recommend director candidates for consideration by the Governance and Nominating Committee may do so by mailing a written recommendation to Chairman, Governance and Nominating Committee, c/o Secretary, Glenayre Technologies, Inc., 11360 Lakefield Drive, Duluth, Georgia 30097. Such recommendation must include the following information:

     Recommendations by stockholders for director candidates to be considered by the Governance and Nominating Committee must be submitted not later than the 120th calendar day before the date the Company’s proxy statement was released to stockholders in connection with the previous year’s annual meeting. The submission of a recommendation by a stockholder in compliance with these procedures will not guarantee the selection of the stockholder’s candidate or the inclusion of the candidate in the Company’s proxy statement.

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     The By-Laws of the Company also provide that nominations of persons for election to the Board of Directors may be made at any Annual Meeting of Stockholders by any stockholder entitled to vote on such election. Such nominations must be submitted to the Secretary of the Company in accordance with the procedures specified in Section IX of Article II of the Company’s By-Laws as described under “PROPOSALS OF STOCKHOLDERS” below. The Company’s By-Laws require the presiding officer of the Annual Meeting of Stockholders to refuse to acknowledge the nomination of any person that is not submitted in compliance with such procedures.

Compensation and Plan Administration Committee

     The Compensation and Plan Administration Committee currently consists of Messrs. Bates, Gilson and Speaks. All of the members of the Compensation and Plan Administration Committee are independent directors within the meaning of the applicable listing standards of the NASD. The Compensation and Plan Administration Committee met nine times during 2003. The function of the Compensation and Plan Administration Committee is to develop and review all compensation philosophies and practices and to review and approve all bonus and incentive programs, as well as all compensation and benefits for executive officers. The Compensation and Plan Administration Committee is also responsible for reviewing, overseeing and making recommendations to the Board of Directors on the Company’s incentive stock plans, employee stock purchase plan and 401(k) plan and for reviewing and recommending to the Board of Directors compensation and benefits for the Board of Directors.

CODE OF ETHICS

     The Company has adopted a Code of Ethics (the “Code of Ethics”) which applies to all directors, officers and employees. A copy of the Code of Ethics is available on the Company’s website at www.glenayre.com. The Company intends to make any disclosures regarding amendments to, or waivers from, the Code of Ethics required under Item 10 of Form 8-K by posting such information on the Company’s website.

COMPENSATION

Compensation of Directors

     The current cash compensation plan for non-officer directors is:

     Pursuant to the Company’s 1996 Incentive Stock Plan, non-officer directors also receive:

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No fees were paid to employee directors in 2003 in addition to their regular compensation. Annual fees are paid ratably on a quarterly basis. All directors are reimbursed for their reasonable travel and accommodation expenses incurred with respect to their duties as directors.

Executive Compensation

Summary Compensation Table

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Option Grants in 2003

Aggregated Option Exercises in 2003
and 2003 Year-End Option Values

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Equity Compensation Plan Information

Employment Agreements

     Doggett Agreement. The Company is party to an employment agreement with Mr. Doggett dated as of June 19, 2003 (the “Doggett Agreement”), under which, in connection with his termination as of October 31, 2003, Mr. Doggett received a lump sum severance payment of $266,250 and the Company is obligated to continue to provide Mr. Doggett with medical and dental benefits for twelve months following termination. Additionally, pursuant to the Doggett Agreement and in connection with his termination, all of Mr. Doggett’s stock options became immediately vested and exercisable for a period of twelve months following termination.

     Executive Severance Benefit Agreements. The Company is party to an agreement with Ms. Ziola (the “Ziola Agreement”), dated August 1, 2001 that entitles Ms. Ziola to certain benefits if a “Change in Control” occurs and if Ms. Ziola’s employment is terminated within three years after the “Change in Control” for any reason other than for Ms. Ziola’s (1) death; (2) disability; (3) retirement; (4) termination for “Cause” as defined in the Ziola Agreement; or (5) voluntary termination other than for “Good Reason” as defined in the Ziola Agreement.

     In the event of such termination, the Company is required to pay Ms. Ziola a lump sum equal to (1) 250% of the greater of the base salary in effect on such termination date or in effect on the date immediately preceding the “Change in Control” date and (2) a pro rata share of any bonus in which Ms. Ziola participates for the fiscal year in which such termination occurs. Additionally, if Ms. Ziola’s employment is terminated for any reason other than “Cause” following a “Change in Control” as defined in the Ziola Agreement (1) all options held by Ms. Ziola to purchase the Company’s Common Stock at the termination date shall become fully vested and (2) all options shall become immediately exercisable

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and shall remain exercisable for a period of 12 months following the termination of employment.

     The Company is also party to Executive Severance Benefit Agreements with Mr. Edwards and Mr. Madson dated February 3, 2000 and May 17, 2002, respectively, which are identical in all material respects to the Ziola Agreement.

Compensation Committee Interlocks and Insider Participation

     The Compensation and Plan Administration Committee currently consists of Messrs. Bates, Gilson and Speaks. None of such persons has ever been an officer or employee of the Company.

Report of the Compensation and Plan Administration Committees on Executive Compensation

     The Compensation and Plan Administration Committee is responsible for developing and reviewing all compensation philosophies and practices to ensure that the programs are sufficient to attract and retain a talented senior management team and Board of Directors. The Compensation and Plan Administration Committee reviews and approves all bonus and incentive programs, as well as all compensation and benefits for executive officers and reviews, oversees and makes recommendations to the Board of Directors on the Company’s Long-Term Incentive Plan (the “1991 Plan”), 1996 Incentive Stock Plan (the “1996 Plan”), Employee Stock Purchase Plan, 401(k) Profit Sharing Plan, and any other compensation, bonus, stock equity, or other plans assigned to it by the Board of Directors. The Company’s compensation philosophy and executive compensation programs are discussed in this report.

     Executive Compensation Philosophy. In general, executive officers who are in a position to make a substantial contribution to the success and growth of the Company should have interests similar to those of the stockholders. Executive officers should be motivated by and benefit from increased stockholder value. Therefore, the Company believes that executive officers should hold a meaningful equity position in the Company through the purchase of Common Stock and/or the award of options to purchase Common Stock.

     The Company’s Board of Directors believes that the executive compensation program must be competitive with those of other companies of comparable size and complexity in order to attract, retain and motivate talented individuals.

     Executive Compensation Program. The Company’s compensation program consists of base salary, annual incentive bonus or retention bonus (paid in cash) and long-term incentives, generally in the form of options to purchase Common Stock.

     Base Salary. The Compensation and Plan Administration Committee generally reviews and determines the relative levels of base salary for executive officers on an annual basis. In determining the levels of base salary for an executive officer, the Compensation and Plan Administration Committee considers relative levels of responsibility, individual and Company performance and data available with respect to compensation paid by other companies of comparable size and complexity.

     Annual Incentive Compensation. During 2003, executive and operating officers participated in cash bonus programs. The goal of these programs is to motivate and provide incentive to the key managers of the Company to maximize profits. The principal cash bonus program for 2003 (the “Incentive Plan”) provided for funding based on the Company’s earnings meeting a certain level and cash awards out of the Incentive Plan to corporate executive and operating officers, except Mr. Bailey, based on the individual officer’s performance. Because the Company’s 2003 earnings failed to meet the minimum target earnings established by the Board of Directors, the Company did not pay any cash awards under the Incentive Plan in 2003.

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     Retention Bonus. During 2003, certain executive officers were paid retention bonuses based on their continuing employment with the Company through specified dates.

     Chief Executive Officer Compensation. Mr. Doggett served as Chief Executive Officer through October 31, 2003. Based on the operating performance of the Company during 2003 Mr. Doggett did not receive an award under the Company’s Incentive Plan in 2003. In connection with his termination and as consideration for his service to the Company, (1) Mr. Doggett received a lump sum severance payment of $266,250, (2) all of Mr. Doggett’s stock options became immediately vested and exercisable for a period of twelve months following termination and (3) the Company agreed to continue to provide Mr. Doggett with medical and dental benefits for twelve months following termination.

     As Mr. Doggett’s successor as chief executive officer, Mr. Bailey, is being paid a salary at the annual rate of $350,000 for serving as Chairman and Chief Executive Officer. In determining Mr. Bailey’s compensation the Compensation and Plan Administration Committee considered Mr. Bailey’s value and contributions to the Company and compensation levels for chief executive officers of other companies of comparable size and complexity in the Company’s industry.

     Long-Term Incentives. In May 1996, the Company established the 1996 Plan to provide for various types of equity-related awards to (1) promote the success and enhance the value of the Company by linking the personal interests of participants to those of the Company’s stockholders, and by providing participants with an incentive for outstanding performance and (2) provide flexibility to the Company in its ability to motivate, attract and retain the services of participants upon whose judgment, interest and special effort the successful conduct of its operation is largely dependent.

     Under the 1996 Plan, the Compensation and Plan Administration Committee has the discretion to determine who will be given awards in any year, the types of awards to be made (such as stock options, stock appreciation rights, restricted stock or other awards) and the number of shares of Common Stock to be covered by a particular award. In determining whether to make an award to a particular executive officer and the size of such award, the Compensation and Plan Administration Committee considers the executive officer’s level of responsibility within the Company, prior awards made to the executive officer, individual and Company performance and the amount of the executive officer’s other compensation components.

     Section 162 (m). The Revenue Reconciliation Act of 1993 added Section 162(m) to the Internal Revenue Code of 1986 (the “Code”). Code Section 162(m) provides that compensation paid to a company’s chief executive officer or any of the four other highest paid executive officers employed by the company at year-end will not be deductible by the company for federal income tax purposes to the extent such compensation exceeds $1.0 million. Code Section 162(m) exempts from this limitation certain “performance-based compensation.”

     Although base salary and bonuses paid to the named Executive Officers have traditionally been well under $1.0 million, compensation from the exercise of stock options can cause a named Executive Officer to have compensation in excess of $1.0 million. However, all options granted to the named Executive Officers prior to October 1993 are exempt from Code Section 162(m) under a “grandfather” provision. In May 1994, the Company’s stockholders approved an amendment to the terms of the 1991 Plan so that, among other things, awards from that date under the 1991 Plan qualified as “performance-based compensation.” Under the terms of the 1996 Plan, awards may qualify as “performance-based compensation.”

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     This report is submitted by the Compensation and Plan Administration Committee which currently consists of the following members:

Performance Graph

     The following graph compares the cumulative total return on $100 invested on December 31, 1998 in each of the Company’s Common Stock, the Nasdaq U.S. Composite Index and the Nasdaq Telecommunications Index at the end of each fiscal year through 2003. The returns are calculated assuming the reinvestment of dividends. The Company has not paid any cash dividends during the period covered by the graph below. The stock price performance shown on the graph below is not necessarily indicative of future stock price performance.

AUDIT COMMITTEE REPORT

     The Audit Committee oversees the Company’s financial reporting process on behalf of the Board of Directors. Management has primary responsibility for the financial statements and the financial reporting processes, including the Company’s systems of internal controls. In fulfilling its oversight responsibilities, the Audit Committee reviewed with management the audited financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2003, including a discussion of the quality and the acceptability of the Company’s financial reporting and controls.

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     The Audit Committee reviewed with the independent auditors, who are responsible for expressing an opinion on the conformity of those audited financial statements with generally accepted accounting principles, their judgments as to the quality and the acceptability of the Company’s financial reporting and such other matters as are required to be discussed with the Audit Committee under generally accepted auditing standards, including the matters required to be discussed by Statement of Auditing Standards No. 61. In addition, the Audit Committee has discussed with the independent auditors the auditors’ independence from management and the Company, including the matters in the auditors’ written disclosures required by the Independence Standards Board.

     The Audit Committee also discussed with the Company’s independent auditors the overall scope and plans for their audits. The Audit Committee meets periodically with the independent auditors, with and without management present, to discuss the results of their examinations, their evaluations of the Company’s internal controls, and the overall quality of the Company’s financial reporting.

     In reliance on the review, discussions and disclosures referred to above, the Audit Committee recommended to the Board of Directors that the Company’s audited financial statements for fiscal 2003 be included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2003.

Stephen P. Kelbley, Chairman
John J. Hurley
Horace H. Sibley

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

     The Company was not party to any reportable related party transactions in 2003.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

     Section 16(a) of the Securities Exchange Act of 1934 requires that directors and officers of the Company and persons who beneficially own more than 10% of the Common Stock file with the Securities and Exchange Commission initial reports of beneficial ownership and reports of changes in beneficial ownership of the Common Stock of the Company. Directors, officers and greater than 10% beneficial owners are required by Securities and Exchange Commission regulations to furnish the Company with copies of all Section 16(a) forms they file.

     To the Company’s knowledge, based solely on review of the copies of such reports, and amendments thereto, furnished to the Company and written representations that no other reports were required, during 2003 all reports required by Section 16(a) to be filed by its directors, officers and greater than 10% beneficial owners were filed on a timely basis.

INDEPENDENT PUBLIC ACCOUNTANTS

     The Audit Committee of the Board of Directors has selected Ernst & Young LLP as independent auditors to audit the financial statements of the Company and its subsidiaries for the year ending December 31, 2004. This selection is being presented to the stockholders for their ratification or rejection at the 2004 Annual Meeting. Representatives of Ernst & Young LLP are expected to be present at the 2004 Annual Meeting with an opportunity to make a statement if they desire to do so, and the representatives are expected to be available to respond to appropriate questions. The Audit Committee has considered whether the provision of services by Ernst & Young LLP other than the audit of the financial statements of the Company for fiscal 2003 and the review of the financial statements for the first three quarters of fiscal 2003 is compatible with maintaining Ernst & Young LLP’s independence.

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Audit and Non-Audit Fees

     The following table presents fees for professional audit services rendered by Ernst & Young LLP for the audit of the Company’s annual financial statements for the years ended December 31, 2003 and December 31, 2002 and fees billed for other services rendered by Ernst & Young LLP during those periods.

     The Audit Committee’s current practice is to pre-approve all audit services and all non-audit services to be provided to the Company by it’s independent auditor.

     The Board of Directors recommends a vote FOR the ratification of the selection of Ernst & Young LLP as independent auditors to audit the financial statements of the Company and its subsidiaries for the year ending December 31, 2004. Stockholder ratification of the selection of Ernst & Young LLP as the Company’s independent public accountants is not required by the Company’s By-Laws or otherwise. The Company is submitting the selection of Ernst & Young LLP to the stockholders for ratification as a matter of good corporate practice. If the stockholders do not ratify the selection of Ernst & Young LLP, the selection of independent auditors will be reconsidered by the Audit Committee.

PROPOSALS OF STOCKHOLDERS

     The Annual Meeting of Stockholders provides an opportunity each year for stockholders to ask questions of or otherwise communicate directly with members of the Board of Directors on matters relevant to the Company. As such, each of the Company’s directors is requested to attend in person the Annual Meeting of Stockholders. Seven members of the Company’s Board of Directors attended the 2003 Annual Meeting of Stockholders.

     In addition, it is the policy of the Company that stockholders may, at any time, communicate with any of the Company’s directors by mailing a written communication to such director, c/o Secretary, Glenayre Technologies, Inc., 11360 Lakefield Drive, Duluth, Georgia 30097. All communications received in accordance with these procedures will be reviewed by the office of the Secretary of the Company and forwarded to the appropriate director or directors unless such communications are considered, in the reasonable judgment of the office of the Secretary of the Company, to be improper for submission to the intended recipient. Examples of stockholder communications that would be considered improper for submission include, without limitation, communications that:

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     To have a proposal intended to be presented at the Annual Meeting of Stockholders to be held in 2005 be considered for inclusion in the Company’s proxy statement and form of proxy relating to that meeting, a stockholder must deliver written notice of such proposal in writing to the Secretary of the Company no later than December 6, 2004. In addition, the Company’s By-Laws provide that if a stockholder desires to submit a proposal for consideration at the 2005 Annual Meeting of Stockholders, or to nominate persons for election as director at that meeting, the stockholder must deliver written notice of such proposal or nomination in writing in the form specified by the By-Laws to the Secretary of the Company no later than March 19, 2005 or such proposal will be considered untimely. The Company’s By-Laws further provide that the presiding officer of an annual meeting shall refuse to acknowledge any untimely proposal or nomination. Additionally, under applicable SEC rules the persons named in the proxy statement and form of proxy for the 2005 Annual Meeting of Stockholders would have discretionary authority to vote on any such untimely nomination or proposal.

OTHER MATTERS

     The Board of Directors does not know of any matters to be presented at the 2004 Annual Meeting other than those set forth in the Notice of the 2004 Annual Meeting. However, if any other matters do come before the 2004 Annual Meeting, it is intended that the holders of the proxies will vote thereon in their discretion.

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PROXY SOLICITED BY AND ON BEHALF OF
THE BOARD OF DIRECTORS OF GLENAYRE TECHNOLOGIES, INC.

     The undersigned hereby appoints Clarke H. Bailey and Horace H. Sibley and each of them, as Proxies, each with full power of substitution, and hereby authorizes them to represent and to vote, as designated on the reverse hereof, all of the shares of Common Stock of Glenayre Technologies, Inc. held by the undersigned on March 19, 2004 at the 2004 Annual Meeting of Stockholders to be held at the Hilton Garden Inn, 11695 Medlock Bridge Road, Duluth, Georgia 30097 on May 18, 2004 at 2:00 p.m., local time, and at any adjournment(s) thereof.

     This proxy when properly executed will be voted in the manner directed by the undersigned stockholder. IF NO DIRECTION IS MADE WITH RESPECT TO ANY PROPOSAL, THIS PROXY WILL BE VOTED “FOR” THE ELECTION OF ALL NOMINEES AND “FOR” PROPOSALS 2 AND 3.

     Receipt of the Notice of the 2004 Annual Meeting and accompanying Proxy Statement is hereby acknowledged.

(To Be Signed on Reverse Side)

ANNUAL MEETING OF STOCKHOLDERS OF
GLENAYRE TECHNOLOGIES, INC.

May 18, 2004

THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE ELECTION OF DIRECTORS AND “FOR” PROPOSAL 2. PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE. PLEASE MARK YOUR VOTE IN BLUE OR BLACK INK AS SHOWN HERE     x

NOMINEES:

INSTRUCTION: To withhold authority for any individual nominee(s), mark “FOR ALL EXCEPT” and fill in the circle next to each nominee you wish to withhold, as shown here:  x

PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY USING THE ENCLOSED ENVELOPE.

Date:                    

Date:                    

Note: Please sign exactly as your name or names appear on this Proxy. When shares are held jointly, each holder should sign. When signing as executor, administrator, attorney, trustee or guardian, please give full title as such. If the signer is a corporation, please sign full corporate name by duly authorized officer, giving full title as such. If signer is a partnership, please sign in partnership name by authorized person.