Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN 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 *
MADSON ROLF A
   2. Issuer Name and Ticker or Trading Symbol
GLENAYRE TECHNOLOGIES INC [GEMS] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Senior VP Business Development
(Last)
(First)
(Middle)
11360 LAKEFIELD DRIVE		 3. Date of Earliest Transaction (Month/Day/Year)
08/01/2005
(Street)

DULUTH, GA 30097		 4. If Amendment, Date Original Filed(Month/Day/Year)
 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 Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)		 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)		 4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)		 5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)		 6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)		 7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 08/01/2005   J(1)   1,342 A $ 1.938 10,284 D  

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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. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)		 5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)		 6. Date Exercisable and Expiration Date
(Month/Day/Year)		 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 Following Reported Transaction(s)
(Instr. 4)		 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)		 11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Non-Qualified Stock Option (right to buy) $ 2.72             05/17/2006(2) 05/17/2005 Common Stock 25,000   25,000 D  
Non-Qualified Stock Option (right to buy) $ 0.77             10/31/2003 10/31/2012 Common Stock 50,000   50,000 D  
Non-Qualified Stock Option (right to buy) $ 0.8             07/31/2002 07/31/2011 Common Stock 45,000   45,000 D  
Non-Qualified Stock Option (right to buy) $ 2.16             03/30/2002 03/30/2011 Common Stock 30,000   30,000 D  
Non-Qualified Stock Option (right to buy) $ 2.3             06/30/2005 06/30/2014 Common Stock 50,000   50,000 D  
Non-Qualified Stock Option (right to buy) $ 2.69             12/31/2004 12/31/2013 Common Stock 50,000   50,000 D  
Non-Qualified Stock Option (right to buy) $ 10.88             09/29/2001 09/29/2010 Common Stock 20,000   20,000 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
MADSON ROLF A
11360 LAKEFIELD DRIVE
DULUTH, GA 30097		       Senior VP Business Development  

Signatures

 By: Arlen Anderson For: Rolf A. Madson   08/01/2005
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(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) Common shares acquired in the Company's Employee Stock Purchase Plan and voluntarily reported.
(2) Options granted are subject to a three year vesting schedule with one-third vesting equally upon the first, second and third anniversaries of the grant date.

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