Westell Technologies                                            October 22, 2003

Westell Technologies Second Quarter Fiscal Year 2004 Earnings Conference Call
with host Van Cullens on October 22, 2003, at 8:30 A.M. Central Time.
Confirmation #7835684.

Operator:                  Good morning ladies and gentlemen and welcome to the
                           Westell Technologies Second Quarter FY04 Earnings
                           Conference Call. At this time all participants are in
                           a listen-only mode. Later we will conduct a question
                           and answer session. I would now like to turn the call
                           over to Mr. Nicholas Hindman, Chief Financial Officer
                           of Westell Technologies. Mr. Hindman, you may begin.

Nicholas Hindman:          Good morning and thank you for attending Westell
                           Technologies Second Quarter Fiscal 2004 Conference
                           Call. I am Nick Hindman, Westell's CFO. Today's
                           earnings call is being managed and hosted by our
                           subsidiary Conference Plus. We are, again, pleased to
                           welcome the public to our call. Joining me today is
                           Van Cullens, Westell's President and CEO; Bill Noll,
                           our Chief Technology Officer; Gordon Reichard, our
                           Vice President of Marketing; Tim Reedy, President and
                           CEO of Conference Plus is joining us from the
                           Conference Plus Headquarters in Schaumburg, Illinois.

                           After the market closed yesterday the Company
                           reported our second quarter fiscal 2004 results.
                           Today I would like to review our financial results
                           and Van will offer some additional comments. We will
                           then take your questions.


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                           Before I discuss our second quarter results please
                           keep in mind that comments made during this
                           conference call that are not based on historical fact
                           and that contain the words "believe," "estimate,"
                           "think," "intend," "anticipate," "goal," "strive,"
                           "committed," "feel," "guidance," "likely,"
                           "indicate," or "expect" or similar expressions should
                           be considered forward-looking statements and should
                           be taken and understood within the context of our
                           "Safe Harbor" statement as stated in our earnings
                           release.

                           The Company's earnings release and related earnings
                           information that will be discussed on this earnings
                           call is posted on the Home page of the Company's
                           website at www.westell.com.

                           We are very pleased to report that Westell achieved
                           its sixth consecutive quarter of profitability.
                           Income for the quarter was $4.9 million or $0.07 per
                           share compared with income of $796,000 or $0.01 per
                           share in the comparable quarter of last year. Revenue
                           was $58.4 million for the second quarter compared to
                           $56.2 million for the same quarter of last year. CNE
                           or Customer Network Equipment revenue increased to
                           $31.9 million compared to $30.1 million in the same
                           quarter of last year. Revenue from Network Service

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                           Access Equipment was $15 million compared to $16.2
                           million in the comparable quarter of last year.

                           Gross margin for the equipment portion of our
                           business was 30.6% compared to 29.2% in the
                           comparable quarter of last year. The gross margin
                           percentage declined from the June quarter due to
                           price reductions on customer networking products and
                           a $1.2 million payment of a customer obligation which
                           erose during the quarter. This payment was made
                           pursuant to a customer contract and is deemed to be a
                           one-time expense. Our customer contracts are
                           confidential, so we will not be able to discuss this
                           matter in any more detail.

                           On operating expenses Westell's op ex as a percent of
                           sales without Conference Plus are broken down as
                           follows: Sales & Marketing - 7.8% of sales, R&D -
                           8.5% and GNA - 5.5% for a total Westell op ex of
                           21.8% of current sales. This compares to a rate of
                           22.4% of sales in the comparable quarter of last
                           year.

                           Conference Plus revenue increased to $11.5 million
                           compared to $9.9 million in the comparable quarter of
                           last year. Revenue at Conference Plus in the quarter
                           was down slightly from the first quarter due to there
                           being one less business day in the second quarter.


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Westell Technologies                                            October 22, 2003

                           Conference Plus gross margins increased to 40.8%
                           compared to 29.7% in the comparable quarter of last
                           year. Gross margins at Conference Plus for the
                           quarter decreased from 41.7% in the first quarter to
                           40.8% in the second quarter due to reductions in
                           revenue rates per minute.

                           Some other important points of interest: Cash
                           generated from operations in the quarter was $8.7
                           million. Total debt was reduced by $12.9 million
                           during the quarter. We are not currently borrowing
                           any money on our $30 million credit line. Inventory
                           was reduced during the quarter by $1.3 million.
                           Capital expenditures were $865,000 for the second
                           quarter and appreciation expense was $1.9 million. We
                           began the quarter with 871 employees and ended with
                           854. At the end of the quarter we had $14.7 million
                           of goodwill and other intangible assets related to
                           the Teltrend* acquisition. The intangible assets
                           continue to be amortized and during the quarter we
                           reported $364,000 of amortization expense. Day Sales
                           Outstanding for the quarter were 36 compared to 39 in
                           the June quarter.

                           This concludes my summary of second quarter results.
                           Before I turn the call over to Van Cullens, I would
                           like to state our guidance for the December quarter.


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                           We expect that revenue should be in the range of $58
                           to $59 million with an EPS of $0.07.

                           Van will now offer some remarks and then we will take
                           your questions. Van.

Van Cullens:               Thank you Nick. Good morning everyone. I would like
                           to speak to you today about three basic areas. First,
                           for all of our investors, especially the nearer ones
                           I would like to explain why we feel the Company is
                           well positioned to deliver growth. Next, I will cover
                           some specifics of our Q2 performance. Finally, I will
                           share some general comments about the direction of
                           the industry and our position in it. Then, we will
                           take your questions.

                           So let me start with why I believe the Company is
                           well positioned to grow. First, we have very good
                           position in one of the few growth markets in
                           telecommunications, that being DSL. Our customers,
                           primarily telephone companies have dramatically
                           expanded their DSL programs and we believe they are
                           now taking market share from their cable TV
                           competitors. Traditionally most of the larger ISPs
                           have dispensed with offering their DSL TPE giving the
                           telephone companies incremental business opportunity.
                           Additional penetration of this market, expanded
                           application and the emerging premise network


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                           opportunities provide plenty of headroom for this
                           market. Our initial bet that the telephone companies
                           will be the big winners in the DSL competition is
                           being validated by market development.

                  Second   point is that we have other contributing lines of
                           business with Conference Plus, our conferencing
                           subsidiary, and our legacy T1 business, our network
                           service access area. Additionally we have Westell
                           Limited, a small but interesting operation in the UK.
                           These businesses compliment our DSL business more
                           than most people appreciate and we see that linkage
                           increasing. Conference Plus and NSA contributed
                           significant revenues and cash flows while requiring
                           comparatively less capital investment and senior
                           management attention than does the DSL business.
                           Conference Plus, in particular, has a very attractive
                           growth potential of its own and Westell Limited has
                           some very interesting voice over IP technology that
                           is beginning to produce sell. These businesses are
                           productive assets that enhance the overall
                           capabilities and the value of Westell Technology.
                           Lastly, as I noted earlier, we have significantly
                           improved our cash position. We have used this
                           improvement to dramatically reduce debt giving us
                           flexibility to improve our competitive position and
                           to pursue next generation product opportunity. This
                           increase liquidity will be used for initiatives such


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                           as: continued evolution of our current products
                           providing additional functionality, ease of use and
                           even better price performance, incremental R&D and
                           strategic partnering efforts designed to increase our
                           market and product diversification, improvement and
                           expansion of our marketing capabilities and increase
                           financial flexibility to make timely capital
                           investments or acquisitions to facilitate all of the
                           above. We feel we now have a plan that will yield the
                           growth we need to maintain a sustainable leadership
                           position in our space.

                           Now a few comments on our second quarter: As the
                           numbers show we continue to post solid results in
                           still somewhat uncertain times. Where there continues
                           to be much media debate on the DSL cable modem
                           competition it seems very clear to us that demand for
                           DSL is now accelerating more rapidly. Our customers
                           are making significant investments to provide a
                           superior broadband service at the lowest possible
                           price to endusers. These customers have increased
                           their modem purchases during this quarter as they
                           expand their DSL programming. Unfortunately the full
                           impact of these increases is partially offset by the
                           continuing decline in unit prices, which we have
                           predicted. On the positive side of this however the


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                           increasing volume provides additional opportunities
                           for operational leverage. In the DSL CPE business
                           volume is king and fortunately we have volume. During
                           the quarter we announced the addition of an important
                           new customer, Cincinnati Bell, where we once again
                           dislodged an incumbent. While Cincinnati Bell does
                           not have a scale of some of the larger carriers they
                           do have similar requirements making this win another
                           confirmation of Westell's superior value proposition
                           in the DSL modem space. As I said last quarter, we
                           are still working hard to chip away at the incumbent
                           modem suppliers and target accounts in North America
                           and Western Europe and we believe we are making
                           progress in this regard. Unfortunately this progress
                           has been slow somewhat by customer decisions to wait
                           for the next generation AR7 product rather than make
                           a product selection on the current AR5 based modem.
                           We presently have AR7 products in multiple valuation
                           trials and will be able to ship this product in
                           volume in another month. We have to work the
                           remaining customer issues where they exist and then
                           attempt to bring some of these engagements to
                           closure. This is all that we all say at this point
                           relative to specific US customer opportunities. More
                           broadly the broadband market in general is very
                           dynamic and is about to become even more so. We
                           believe we are on the cusp of interesting market
                           transitions that will be triggered by the emergence
                           of new applications such as WiFi and other local
                           distribution technologies, managed services and voice
                           over IP deployment, video based services, new


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                           technical standards such as ADSL2, 2+, breach
                           extended ADSL and perhaps even the resurgence of
                           VDSL, finally the shift from USB to ethernet that we
                           are beginning to see in Europe and other
                           international markets. We intend to provide our
                           customers a more powerful lineup of modem, next
                           generation gateways, voice over IP AIDs, supporting
                           management platform and applications that are pointed
                           toward these emerging market transitions.
                           Simultaneously we are expanding, as we said we would,
                           our international efforts. Our initial focus is in
                           Western Europe and we will base this effort at
                           Westell Limited in the UK. For the past five months
                           we have been doing on the ground market analysis
                           there and are now staffing the operation to go after
                           identified opportunities. While the bulk of our
                           effort will be focused there we will consider
                           non-European opportunities on a case-by-case basis as
                           we do have partners that surface such opportunities
                           from time-to-time. While our initial international
                           aspirations are relatively modest we are intrigued by
                           the longer term potential of these markets. Overall
                           we remain confident that along with our new product
                           initiatives, our reputation for product superiority,
                           technical innovation and strong customer support have
                           worked to our advantage in winning additional
                           customers, both domestically and internationally. As
                           we discussed during the last two quarterly conference
                           calls, pricing pressure across all of our business
                           this continues to be a fact of life and we expect


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Westell Technologies                                            October 22, 2003



                           this trend will continue into the next fiscal year.
                           Our challenge is to manage these pricing pressures
                           through new product introduction, cost containment
                           action and operating leverage just as we have done
                           for the last 7 or 8 quarters. Going forward we want
                           to secure longer term relationships with our
                           customers wherever possible. We believe such
                           relationships will produce more predictable volume
                           which is vital to maintain margins in this type of
                           business. Typically the tradeoff for the longer term
                           relationship is some sort of price protection and
                           that is a tradeoff we understand. To support this
                           strategy we have launched new initiatives with our
                           suppliers to reduce component cost and our R&D teams
                           continue to find product innovation to help support
                           our margin target. Obviously the best longer term
                           solution to this problem is buttress our current
                           position with new products and with expansion into
                           attractive new markets. We are attempting to do both.
                           Fortunately we have adequate capacity in our Aurora
                           operation, which means that we can cost effectively
                           add incremental volume as we win it. Productivity
                           increases driven across all of our operations over
                           the past couple of years have positioned us very well
                           in this regard. To sight one example, we have seen a
                           236% productivity increase over the last two years in
                           the area of modems produced per head count.




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                           Productivity and cost management are core elements of
                           the strategic planning that we are now engaged with.

                           To summarize our DSL business, we clearly recognize
                           the value, additional volume and product market
                           diversification it will bring. We continue to be
                           tightly focused on winning new customers over the
                           near term and in parallel we are working on exciting
                           new product and market initiatives to provide that
                           incremental growth and diversification. While this
                           strategy will require investment we remain confident
                           in our ability to maintain the profitability of our
                           CNA business.

                           Now let's look at the network service access, NSA
                           area known to some of as TAP. We are encouraged with
                           the recent improvement in the NSA results. We are not
                           sure if this is a permanent improvement or a
                           temporary period of inventory replenishment on the
                           part of our customers. Whatever the case, competition
                           in this space continues to be surprisingly active.
                           While we have been winning more deals than we are
                           losing price competition is higher than you would
                           expect for a relatively mature market like this one.
                           Westell is looking at selective R&D investments in
                           the NSA space and have a couple of very interesting
                           new productive concepts under review. We believe that



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                           our broader product portfolio, emphasis on product
                           quality, responsiveness and financial stability make
                           Westell a very good choice for those customers
                           seeking NSA type solutions. Our objective for this
                           area of our business remains unchanged, increase
                           market share and the core NSA product area while
                           optimizing our return on investment wherever we can.

                           Next let me make a few comments on Conference Plus
                           where we continue to be pleased with the operational
                           performance of that business. The management team
                           there has been doing a very nice job and we hope that
                           continues obviously. Having said that, we are making
                           price concessions as we are doing elsewhere in order
                           to secure longer term customer relationships. Again,
                           while it may dampen margins over the short-term we
                           believe that it is extremely important for this
                           business, the more forward visibility we have the
                           better. We also have very good relationships on the
                           wholesale side of this business and have taken
                           significant steps to balance our revenue profile with
                           an expanded retail effort launched earlier this year.
                           Our full service positioning, meaning audio, video
                           and web services along with our back office
                           capabilities, which include special billing and
                           service customization capability and our overall
                           profitability at Conference Plus distinguish us from
                           most of our competitors. We are increasingly
                           comfortable with the positioning of this business.



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                           Now let me close with some general comments about the
                           direction of the industry and our position within it.
                           First, while I am not about to say that the entire
                           telecommunications industry is in recovery, I will
                           say that certain segments within the industry are
                           showing encouraging signs of some recovery. Beyond
                           that I will only say that the outlook for the next
                           two or three years almost certainly must be greater
                           than it has been for the past two or three. And for
                           that I think we are all grateful. We believe that DSL
                           will remain an area of significant investment for the
                           next several years. For the immediate, intermediate
                           term DSL is the best weapon our customers have in the
                           broadband battle. Our view is that the much debated
                           transition to an all fiber network will take much
                           longer and be much more expensive than most people
                           expect. Additionally, trends toward wireline wireless
                           convergence, video and gaming applications and voice
                           over IP introductions will drive today's broadband
                           market to new heights. We believe the DSL space will
                           remain hot for the foreseeable future. Given this
                           backdrop we have moved the company into position
                           where we now have choices between strategic
                           alternatives. We have been sorting through these
                           alternatives for the last year and now have a roadmap
                           that is guiding our investment decisions. We continue



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                           to upgrade our R&D marketing and sales and operations
                           capabilities with new talent and additional
                           investment. Our roadmap calls for more
                           diversification in R&D programs as we see
                           opportunities in all of the areas referenced in my
                           comment including WiFi, next generation modem,
                           gateway, integrated access devices, DSL management
                           platforms, new service application, voice over IP and
                           so on. We intend to augment our internal development
                           capabilities through selected investments and outside
                           products and technologies as well as with strategic
                           partnership. We will not be elaborating on these
                           activities today, but you can anticipate related
                           announcements over the next few months. For the past
                           couple of years we have been successful here with a
                           very cautious and conservative operating philosophy.
                           We intend to keep that basic orientation but we also
                           understand that to grow this business more rapidly is
                           going to require more risk investment. We believe
                           that Westell has the solid foundation, desirable
                           operating model and sound customer relationships to
                           enable us to successfully navigate through these
                           challenging times. The opportunities before us are
                           quite exciting and we are going to go after them.

                           Let me now open this up for questions. As always, we
                           must be restrained on the points of competitive and
                           customer sensitivity. We cannot answer specific
                           questions regarding perspective customers or on
                           current or expected RFPs. Premature public



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                           speculation by Westell or analyst can result in harm
                           to important relationships and confidences. Please
                           keep this in mind as you formulate your questions. We
                           are now in the Q&A period.

Operator:                  Thank you. We will now begin the question and answer
                           session. If you have a question you will need to
                           press star/one on your touchtone phone. You will hear
                           an acknowledgment that you have been placed in queue.
                           If your question has been answered and you wish to be
                           removed from the queue please press the pound sign.
                           Your questions will be queued in the order that they
                           are received. If you are using a speakerphone please
                           pickup the handset before pressing the numbers. Once
                           again, if there are any questions please press
                           star/one on your touchtone phone. One moment please.
                           The first question is from Michael Perica from Brean
                           Murray. Please state your question.

Michael Perica:            Thank you. Good morning gentlemen. A couple of
                           questions. I got on a little bit late. Nick, did you
                           disclose the 10% customers?

Nicholas Hindman:          I did not, but I will happy to do that. It is the
                           same previous quarters - Verizon, BellSouth and SBC.

Michael Perica:            Do you have their specific contributions by chance?


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Nicholas Hindman:          Yes we do. Verizon is 40%, BellSouth 19% and SBC 15%.

Michael Perica:            Thanks. Also, Van, could you talk about the potential
                           disruptions that may have been caused by this whole
                           fiber to the premises talk by many of your customers
                           and do you think that backing away from this we could
                           see even a further acceleration of their marketing
                           efforts on DSL? Thanks.

Van Cullens:               Yes Michael. We obviously watch the fanfare that
                           surrounded Supercom and immediately after about the
                           JPC and those sorts of things. I have personally
                           detected some moderation in a lot of that discussion.
                           I know a couple of the larger carriers have in fact
                           indicated they were not going to be as aggressive as
                           some people had expected. So yes, I would think the
                           logical conclusion from some of that is that they
                           will turn back to DSL and perhaps look at the newer
                           technologies coming into the DSL space as areas that
                           they are going to want to emphasize. We certainly
                           hope that is the case.

Michael Perica:            Excellent. Also, if I could follow-up on the whole
                           FTTP issue. Have you have heard any further
                           clarification on what they are going to do in the
                           home? For example, as the fiber comes to the node on


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                           the outside of the home; are they going to drop DSL
                           into the PC or a modem or are they thinking ethernet
                           and then have to string the house with cat 5 cable;
                           any further clarity on that issue?

Van Cullens:               I will ask Bill if he wants to comment, Bill Noll,
                           our CTO.

Bill Noll:                 Hi Michael. No, there is no other...There are lots of
                           opportunities to do all kinds of things relative to
                           the home, ethernet, DSL have all been talked about.
                           It is still back to the question of what is
                           affordable and what is actually going to make it
                           happen. So lots of open discussion in that area.

Michael Perica:            Right. So really no conclusion yet?

Bill Noll:                 No.

Michael Perica:            Wonderful. Thank you gentlemen.

Operator:                  The next question is from Todd Koffman from Raymond
                           James. Please go ahead sir.



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Todd Koffman:              Yes, on the DSL business; can you give some magnitude
                           with regard to how much the average selling price has
                           declined in the quarter?

Nicholas                   Hindman: Yes, I can Todd. In this particular quarter
                           was a large decline because of some price concessions
                           relative to Van's comments about extending
                           relationships, so prices went down 9% this quarter.

Todd Koffman:              Is that 9% quarter-to-quarter?

Nicholas Hindman:          It is.

Todd                       Koffman: You talked about continuing price pressure;
                           can we expect at least for the next quarter or two
                           that given the price concessions that maybe you will
                           see some temporary stability or is this just this
                           never ending quarterly reduction that is going to go
                           on for the foreseeable future?

Van Cullens:               Well, I would like to think that it will get better
                           at some point, but if I look back of the history of
                           the last maybe three years we have not really seen it
                           ever plateau for very long. If we were to be
                           successful in getting some of our agreements tied up
                           for longer periods that might help obviously and we
                           if we gain additional market share that will also




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                           help. But you always have the ever present thread of
                           second source positions. I think that is something we
                           could easily see. So even where you have good
                           relationships and extended agreements you have that
                           pressure of always someone coming in or fighting at
                           the gateway level so that we do not see it
                           plateauing. Do you see it perhaps moderating a bit?
                           Hopefully we will. But that might also be a function,
                           Todd, of how much lower our customers take their
                           pricing as they continue to drive their enduser
                           pricing down they tend to want to turn back to their
                           suppliers and ask for additional support in that
                           regard. So it is fairly dynamic. We are managing it
                           so far reasonably well. We just kind of resigned
                           ourselves that this is the fact of life in this
                           business.

Todd Koffman:              On a related question, well first, would you care to
                           give the actual number of units or the actual just
                           average selling price that you could back in a
                           ballpark unit number?

Van Cullens:               We have typically not gotten into that level of
                           detail. I would rather not do that here actually.

Todd Koffman:              Just a follow-up related to that. If you look at your
                           guidance for the December quarter and assuming your




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                           NSA and Conference Plus business holds reasonably
                           stable it would seem based on the DSL operators that
                           their unit growth would exceed your overall December
                           quarter revenue guidance. Is there a lot of built in
                           conservatism on your part or am I underestimating the
                           pricing pressure in some of these other businesses,
                           including the DSL business?

Nicholas Hindman:          Todd, it is Nick here. I think sitting in our
                           position you have to have some level of conservatism,
                           as Van indicated. We are early in the quarter and we
                           do not know what unit volumes are going to be. So is
                           there upside? Of course there is upside. We just have
                           to look at what we think our best view, what we are
                           relatively sure if not very sure of what our revenue
                           is going to be. Is there upside? Yes. Do we know what
                           that could be yet? No, because we are only 20 days
                           into the quarter. So you make a good observation, but
                           it is just too early to know. Hopefully your
                           inclination is correct and we end the year with some
                           huge numbers. But we do not know that today.

Van Cullens:               As an example, Todd, last year we had a Christmas
                           push that was effectively unannounced to us until the
                           last minute. It occurred in the last 2 1/2weeks of
                           December. So is that going to happen again? We do not
                           know. We are polling our customers and pinging them
                           as hard as we can to get insight, but a lot of these
                           things change with very short lead time. So rather




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                           than put a number out there that we might get but
                           might not get we are being maybe a little bit
                           conservative. But we feel comfortable with the number
                           we have that we can at least do that.

Todd Koffman:              Thank you, very helpful. Good luck.

Operator:                  The next question is from Ken Muth from Robert W
                           Baird. Please state your question.

Ken Muth:                  Hi. Just a quick follow-up on Todd's was you
                           mentioned so what about some of this business longer
                           term to keep it, you gave some pricing concessions.
                           Do those pricing concessions lock in so you know
                           quarterly price erosion?

Van Cullens:               Yes, we do have...Over these agreements or not
                           agreements, these relationships, these understandings
                           that we have they generally are stepping points,
                           break points where additional price reductions go
                           into place. So often times to be clear, they are
                           looking for a blended price over a set term. That
                           might be higher at the front end and lower at the
                           back end as we work with our suppliers to get
                           additional cost reduction.



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Ken Muth:                  What would be then kind if you normalized a quarterly
                           ASP decline; is that more of a 5% type number
                           quarterly?

Nicholas Hindman:          Ken, Nick here. It depends. Obviously we had a larger
                           increase this past quarter. But I would say that is a
                           good rule of thumb. This year I think we talked about
                           this fiscal year that we are in of having 25%
                           decline. I would think you should look at that 25% to
                           30% decline going forward next year as well. So I
                           think you can put it by quarter. It is not
                           necessarily going to be the same each percentage each
                           quarter, but those yearly numbers divided by the
                           quarters would give you an approximation. But it does
                           change. It is not exactly tied to quarters and from
                           time-to-time you could have a bigger adjustment. But
                           keep in mind that over this time our cost will be
                           coming down as well. Operations Team and Engineering
                           Team are outstanding in terms of keeping our cost
                           low. You have seen what we have done in the past. And
                           just an aside, I would like to get into this in case
                           this is the last question in this area, by hanging
                           onto these customers and hopefully winning new ones
                           we are building a base to be able to sell the new
                           products and services that we mentioned in the
                           release and hopefully that some you will ask about in
                           this call. So there is a method to our madness here
                           because we believe the customer base is extremely
                           valuable. We believe we can continue to perform well




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Westell Technologies                                            October 22, 2003



                           with the existing products, but we are building a
                           base for the future. So you need to keep in mind
                           there is a tomorrow here and the tomorrow is just as
                           exciting if not more exciting than today.

Ken Muth:                  Then maybe could you just kind of jump in the NSA
                           business, can you give us some explanation to what
                           got that up for the quarter?

Van Cullens:               As I said in my comments, we have seen lift and it is
                           actually, now I have running four almost five months
                           we have seen improvement. Understanding that the
                           benchmark was pretty disappointing for the previous
                           couple years it has been somewhat depressed part of
                           our business. We have seen orders ramping upward. We
                           are hoping that this a function of improving economic
                           conditions and demands for these services at the
                           telephone company level and not just to them
                           replenishing inventories that were allowed to get
                           pretty lean. We think that it actually may be the
                           signs of things going better than they have been. It
                           also may indicate that ACSL is not deploying as fast
                           as all places as it once was predicted and so that
                           was another factor we had anticipated might dampen
                           this business. At the moment we are pretty pleased
                           and in fact it has brought us back to thinking about,
                           as I said, some investment into some new areas here.
                           We have some pretty interesting thoughts on what we
                           can do. One of them kind of links back to DSL even. I


                                 Page 23 of 36



Westell Technologies                                            October 22, 2003



                           am going to leave it at that because I do not want to
                           tip off any competitor to start running down the same
                           path. Our interest in this business has been really
                           encouraged over the last few months.

Ken Muth:                  Finally, what Nick just touched upon, the managed
                           services. When would that possibly hit your quarterly
                           revenues?

Van                        Cullens: I will let Gordon Reichard, our new VP of
                           Marketing just talk about where we are there. I do
                           not want to give the impression that we are gong to
                           be generating immediate revenue from this because
                           this is a fairly new area and we have a lot of
                           engagements here, but he can comment on what he
                           thinks the timelines might be.

Gordon Reichard:           Right. We are pursuing a number of different
                           opportunities with our customers for bringing value
                           add services to our largest installed base of modems,
                           coupled with the new modems that will be shipping
                           going forward. In addition to op ex savings that our
                           service provider customers can realize for using this
                           type of system. Those engagements will take some
                           time. We hope to have a few trials possibly launched
                           in calendar year 2004. But we do not expect a lot of
                           revenue being generated from this new initiative for
                           at least some time.



                                 Page 24 of 36


Ken Muth:                  Can you just give us an example of some of the
                           matched services you are talking about?

Gordon Reichard:           It really breaks down into three different areas.
                           There are services that relate to the installation of
                           the product and that help speed the installation.
                           There are services that relate to the management of
                           the product and that would improve the reliability
                           and service availability of DSL service to the
                           customers and speed the time to repair a DSL problem.
                           And thirdly our value add information services could
                           be things like of course managed firewall, parental
                           control, virus protection, things like that that we
                           see our service providers looking to provide to their
                           end customers.

Van Cullens:               A point there, Ken, the key word there is they want
                           to provide their solution not someone else's and that
                           is what we are trying to do is enable them to be able
                           to deliver their branded solution versus some other
                           service like Yahoo or whatever.

Ken Muth:                  Great. Thank you.

Operator:                  Once again, if there any additional questions please
                           press star/one on your touchtone phone. The next
                           question is from Anton Wahlman from Neeham & Company.
                           Please state your question.



                                 Page 25 of 36



Westell Technologies                                            October 22, 2003



Anton Wahlman:             Hi. This is Anton. Can you hear me?

Van Cullens:               Yes Anton.

Nicholas Hindman:          Good morning.

Anton Wahlman:             I have a couple of questions, probably for Bill. You,
                           Van, first you mentioned the adoption
                           rate/transferring your customers over from the 5
                           platform to the 7 platform. Just to understand
                           correctly, the 7 platform where you have now included
                           the combined network processor and the AFE in the
                           same chip?

Bill Noll:                 That is right Anton.

Anton Wahlman:             And basically what we are talking about here is a
                           usual kind of slow as molasses RBOC approval process
                           for just about anything?

Van Cullens:               That was your words not ours.

Anton Wahlman:             With that as a caveat then. So basically you are
                           expected it is just going to happen it is going to
                           work through whatever number of weeks and months and
                           they will all get there.



                                 Page 26 of 36



Westell Technologies                                            October 22, 2003



Bill Noll:                 No doubt about that Anton. The ADSL2 and 2+ and then
                           two plots are key capabilities as you look at the
                           technology rollout so that is incorporated in the AR7
                           as well.

Anton Wahlman:             Also, Van, you mentioned something which I did not
                           quite understand what you were trying to say. You
                           mentioned some developments in terms of USB and
                           Ethernet connectivity. If I understand it correctly,
                           some of your US customers today get an ethernet only
                           device, other customers who get both USB and
                           ethernet. I was trying to get your point of where the
                           market is going in that regard. Were you implying
                           that US customers were going to go to a USB only
                           solution or to...?

Van Cullens:               No. No, I am sorry I confused there Anton. This is in
                           Europe where the first year or two that I was here
                           every time we looked at the international market we
                           found it was largely USB oriented. That was not where
                           we were positioning our product strategies. Over the
                           last six months or so as we have done research we
                           have gotten a lot of indication that there is now
                           evidence of trim from USB back to more US type
                           solutions including ethernet with gateway products
                           and a lot of the same sort of applications we are
                           seeing here. That is why we became more encouraged
                           about kicking off efforts in Europe. We believe now




                                 Page 27 of 36




Westell Technologies                                            October 22, 2003


                           our product fit and the application set that we have
                           and the pricing is much more competitive than it
                           would have been say a year ago. Now we will have to
                           test this to find out if our research is in fact
                           valid. But that is what we are being told that they
                           are increasingly looking at ethernet solutions versus
                           what they have been typically using, which is USB. If
                           that is the case this may be a good time for us to
                           move.

Anton Wahlman:             OK, that comment was in regards to Europe. Two more
                           questions. So one, you mentioned a potential comeback
                           of interest in VDSL. Is that any specific geographic?
                           Is that domestic or international or both? What
                           precipitated? I have never heard you comment like
                           that before.

Bill Noll:                 It is Bill again, Anton.

Anton Wahlman:             VDSL.

Bill Noll:                 It is VDSL and it is coming primarily from the
                           domestic market as well. We are seeing renewed
                           interest in getting closer to the customer premise
                           and therefore having a higher bandwidth to the
                           customers and looking at VDSL.



                                 Page 28 of 36



Westell Technologies                                            October 22, 2003



Anton Wahlman:             And in that regard, domestically are customers
                           looking more at the DMT based solutions or the more
                           proven sort of qualm based solutions or they are not
                           decided about that yet?

Bill Noll:                 Not decided.

Anton Wahlman:             They are looking at both so far.

Bill Noll:                 Yes.

Anton Wahlman:             Final question on WiFi. Next year calendar 2004 do
                           you think that customers are going to be adopting
                           integrated devices or do you think this will be very
                           slow to develop and/or be like the two box solution?
                           How far do you think the market will go in 2004 in
                           terms of integrating of WiFi?

Bill Noll:                 It is going to vary, Anton, so different customers
                           have different view points of how they want to do
                           that. It is going to be very interesting. I think
                           next year is going to be WIFI entry view for many
                           many devices. So it is going to be very interesting
                           times. You are going to see solutions go there.


                                 Page 29 of 36




Westell Technologies                                            October 22, 2003



Van Cullens:               We are trying to track, Anton, the Silicon guys as to
                           what their integration plans are and I think that is
                           a gating factor to some extent. We see them talking
                           over the second half of the calendar year.

Anton Wahlman:             So for the next two to three quarters we should not
                           be looking at any material contribution of WiFi?

Van Cullens:               Well I think we will but it will be two box. It will
                           be outboard or plug-in cards. It will not be the full
                           integration that we expect shortly thereafter.

Anton Wahlman:             All right. Thank you very much.

Operator:                  Ted Moreau from Robert W Baird is online with a
                           question. Please go ahead sir.

Ted Moreau:                Good morning. Probably a question for either Nick or
                           Van here. Just to follow-up, Nick, you said that you
                           would question whether this would be the last
                           question on the subject of pricing, but what I am
                           interested in is what is the offset to the pricing
                           concessions? You mentioned solidifying relationships.
                           What specifically can that do? Is there a contractual
                           relationship or a promise to look at other products?




                                 Page 30 of 36




Westell Technologies                                            October 22, 2003


                           I know you can standardize with your customers. You
                           know, is it more just relationship or is there really
                           a firm commitment by them contractually or what
                           exactly are you getting for these pricing
                           concessions?

Van Cullens:               Ted, I have to be careful. We are getting into fairly
                           sensitive customer relationships and arrangements. So
                           I would say we do not do these things if we do not
                           think they are incremental benefits one of having a
                           better prediction model of what kind of volumes would
                           be generated out of that particular customer over a
                           period of time. It also tends to free up a lot of our
                           activities in pursuing the basic modem business and
                           we can now engage more broadly on gateway discussions
                           and IED discussions and the wireline and wireless
                           convergence and a number of other things, managed
                           services, all of which kind of get sometimes eclipse
                           if you are into the month-to-month battle over what
                           is the price and what are the deliveries etc.? This
                           just tends to get that part of the business more into
                           a programmed mode and free up people to talk about
                           the perspective opportunities in these accounts.
                           Obviously when you have those kinds of relationships
                           you would expect to be sitting at the table and
                           planning discussions and that sort of thing. It is
                           definitely worth doing, plus our operations people
                           can now start optimizing the factory and supply chain
                           so that we are squeezing every bit of savings that we


                                 Page 31 of 36



Westell Technologies                                            October 22, 2003



                           can get out of it by running it to a more predictable
                           forecast.

Ted Moreau:                But there is no, and there never probably will be,
                           volume commitments necessarily as an offset to that?

Van Cullens:               I am not going to get into how binding any of these
                           are. That is our customer's private affairs.

Ted Moreau:                Fair enough.

Nick Hindman:              Let me add something. People should not underestimate
                           the value of this channel and that is part of why,
                           this is what Van was saying. It is part of what we
                           are doing. We want to keep these relationships with
                           these customers, gaining new ones, of course, but
                           this channel is extremely valuable. We have people
                           beating a path to our door every day that want to
                           team with us to get into this channel. So let's not
                           discount the value not to our debt. I think everyone
                           should not discount the value of this channel. It is
                           very important. We want to keep the channel. We want
                           to expand the channel and then put these additional
                           new exciting products we talked about and others to





                                 Page 32 of 36




Westell Technologies                                            October 22, 2003


                           come and maybe products form partnerships in the
                           future. So I think we need to keep in mind the longer
                           term gain here.

Ted Moreau:                Right. So the impact of the pricing issue can be
                           mitigated by a more solid really foundation with the
                           customer base.

Van Cullens:               That is the argument we make to ourselves when we sit
                           down and do these things.

Ted Moreau:                Thank you very much.

Nicholas Hindman:          Thank you Ted.

Operator:                  Once again, if there are any additional questions
                           please press star/one on your touchtone phone. Ken
                           Muth from Robert W. Baird is back online with a
                           follow-up question, please go ahead.

Ken Muth:                  Just one other thing, with your existing customers of
                           Verizon and BellSouth, wondering if there are plans
                           or intentions to deliver the ADSL2 and ADSL2+ to
                           their customers?

Bill Noll:                 They are in the planning phase right now Ken and they
                           are working through both the DSALM and the CP




                                 Page 33 of 36




Westell Technologies                                            October 22, 2003


                           community. That is where we are. We are defined
                           phases, early lab type plug test activity going on.

Ken Muth:                  Any sense of what they have to do first though; would
                           they go to the D Slam area first and upgrade that or
                           would they do both kind of simultaneously?

Bill Noll:                 You will have to do both simultaneously. That is the
                           issue with ADSL to the box, it requires both ends of
                           the circuit to actually get the benefit.

Ken Muth:                  And is this for the D Slam, is this just a line card
                           upgrade or?

Bill Noll:                 No it is a technology change for them as well in many
                           cases of the line card.

Van Cullens:               The line card and some common software.

Ken Muth:                  But it is not a forklift upgrade?

Bill Noll:                 No it is not a forklift upgrade from that
                           perspective.



                                 Page 34 of 36



Westell Technologies                                            October 22, 2003



Ken Muth:                  So you would assume that they would do something
                           probably by the mid timeframe of 2004? Does that make
                           sense?

Bill Noll:                 Those are currently plans, those are the customer's
                           plans and they are working on it. That is a fair
                           view, but things can go wrong as you go through this
                           phase of introduction as well.

Van Cullens:               When we look at it from our side and the timing that
                           we see on the AR7, it would suggest that that is
                           their thinking.

Ken Muth:                  It is commercially available next month from your
                           perspective?

Van Cullens:               It is more towards the end of this quarter.

Ken Muth:                  Thank you.

Operator:                  Gentlemen, at this time we have no further questions.

Van Cullens:               Thank you everyone for joining us and your questions
                           and this call is now adjourned.



                                 Page 35 of 36



Westell Technologies                                            October 22, 2003



Operator:                  Thank you ladies and gentlemen. That does conclude
                           today's teleconference. Thank you for participating.
                           You may now disconnect.


*Please Note:  Proper names/organizations spelling not verified.

C7835684/1133
Job #:   1771931
DT:  10/22/03



                                 Page 36 of 36