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

                                    FORM 10-Q


[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
         ACT OF 1934

For the Quarterly Period Ended June 30, 2005__________________________________


                                       or

[ ] TRANSITION REPORT PURSUANT TO  SECTION 13 OR 15(d) OF THE SECURITIES
        EXCHANGE ACT OF 1934

For the transition period from _____________________ to ______________________

Commission file number: 1-11916 ______________________________________________


                          WIRELESS TELECOM GROUP, INC.
                          ---------------------------
             (Exact name of registrant as specified in its charter)


        New Jersey                                    22-2582295
------------------------------------------------------------------------------
(State or other jurisdiction of           (I.R.S. Employer Identification No.)
incorporation or organization)


         25 Eastmans Road
      Parsippany, New Jersey                             07054
---------------------------------------                  ------
(Address of principal executive offices)                (Zip Code)



                                 (201) 261-8797
               --------------------------------------------------
               Registrant's telephone number, including area code


                                 Not Applicable
    -------------------------------------------------------------------------
   (Former name, former address and former fiscal year, if changed since last
                                    report.)

     Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
YES _X_    NO ___

     Indicate by check mark whether the registrant is an accelerated filer (as
defined on Exchange Act Rule 12b-2).
YES ___    NO _X_


     Indicate the number of shares outstanding of each of the issuer's classes
of common stock, as of the latest practicable date.

Common Stock -  Par Value $.01                              25,580,351
------------------------------                          ------------------
        Class                                           Outstanding Shares
                                                        At August 12, 2005

<PAGE>



                          WIRELESS TELECOM GROUP, INC.


                                Table of Contents

<TABLE>
<CAPTION>

PART I.  FINANCIAL INFORMATION                                                           Page(s)


<S>                                                                                        <C>
    Item 1 -- Consolidated Financial Statements:

            Condensed Balance Sheets as of June 30, 2005 (unaudited)
             and December 31, 2004                                                          3

            Condensed Statements of Operations for the Three and Six  Months
             Ended June 30, 2005 and 2004 (unaudited)                                       4

            Condensed Statements of Cash Flows for the Six Months
             Ended June 30, 2005 and 2004 (unaudited)                                       5

            Notes to Interim Condensed Financial Statements (unaudited)                 6 - 9

    Item 2 -- Management's Discussion and Analysis of Financial
               Condition and Results of Operations                                     9 - 12

    Item 3 -- Quantitative and Qualitative Disclosures About Market Risk                   12

    Item 4 -- Controls and Procedures                                                      12

PART II. OTHER INFORMATION

    Item 1 -- Legal Proceedings                                                            13

    Item 2 -- Unregistered Sales of Equity Securities and Use of Proceeds                  13

    Item 3 -- Defaults upon Senior Securities                                              13

    Item 4 -- Submission of Matters to a Vote of Security Holders                          13

    Item 5 -- Other Information                                                            13

    Item 6 -- Exhibits                                                                     14


Signatures                                                                                 15

Exhibit Index                                                                              16
</TABLE>


                                                                               2



<PAGE>



                         PART 1 - FINANCIAL INFORMATION

Item 1 - Financial Statements

                          WIRELESS TELECOM GROUP, INC.
                      CONDENSED CONSOLIDATED BALANCE SHEETS

                                   - ASSETS -
<TABLE>
<CAPTION>

                                                                                     JUNE 30,            DECEMBER 31,
                                                                                      2005                  2004
                                                                                  -------------         -------------
                                                                                   (unaudited)
CURRENT ASSETS:
<S>                                                                                  <C>                  <C>
   Cash and cash equivalents                                                        $  15,781,727        $  15,783,816
   Accounts receivable -- net of allowance for doubtful accounts of
     $203,750 and $190,155 for 2005 and 2004, respectively                              3,358,571            3,196,750
   Inventories                                                                          6,759,426            6,780,445
   Current portion of deferred tax asset                                                  226,266              198,266
   Prepaid expenses, taxes and other current assets                                       332,231              338,144
                                                                                    -------------        -------------
TOTAL CURRENT ASSETS                                                                   26,458,221           26,297,421
                                                                                    -------------        -------------

PROPERTY, PLANT AND EQUIPMENT - NET                                                     5,950,392            5,937,788
                                                                                    -------------        -------------

OTHER ASSETS:
   Goodwill                                                                             1,351,392            1,351,392
   Deferred tax asset                                                                     858,741              886,741
   Other assets                                                                         1,268,961              933,526
                                                                                    -------------        -------------
TOTAL OTHER ASSETS                                                                      3,479,094            3,171,659
                                                                                    -------------        -------------

TOTAL ASSETS                                                                        $  35,887,707        $  35,406,868
                                                                                    =============        =============

                    - LIABILITIES AND SHAREHOLDERS' EQUITY -

CURRENT LIABILITIES:
   Accounts payable                                                                 $   1,254,384        $   1,915,707
   Accrued expenses and other current liabilities                                         745,832              778,704
   Current portion of mortgage payable                                                     45,155               43,485
                                                                                    -------------        -------------
TOTAL CURRENT LIABILITIES                                                               2,045,371            2,737,896
                                                                                    -------------        -------------

LONG TERM LIABILITIES:
   Mortgage payable                                                                     3,022,392            3,045,395
   Deferred rent payable                                                                  161,190              144,745
                                                                                    -------------        -------------
TOTAL LONG TERM LIABILITIES                                                             3,183,582            3,190,140
                                                                                    -------------        -------------

COMMITMENTS AND CONTINGENCIES

SHAREHOLDERS' EQUITY:
   Preferred stock, $.01 par value, 2,000,000 shares authorized,
     none issued                                                                                -                    -
   Common stock, $.01 par value, 75,000,000 shares authorized, 20,563,251
     and 20,511,001 shares issued for 2005 and 2004, respectively, 17,513,551
     and 17,461,301 shares outstanding for 2005 and 2004, respectively                    205,633              205,110
   Additional paid-in-capital                                                          14,184,795           14,086,756
   Retained earnings                                                                   23,969,755           22,888,395
   Treasury stock at cost, - 3,049,700 shares                                          (7,701,429)          (7,701,429)
                                                                                    -------------        -------------
TOTAL SHAREHOLDERS' EQUITY                                                             30,658,754           29,478,832
                                                                                    -------------        -------------

TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY                                          $  35,887,707        $  35,406,868
                                                                                    =============        =============
</TABLE>

                             See accompanying notes


                                                                               3

<PAGE>



                          WIRELESS TELECOM GROUP, INC.
                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (unaudited)




<TABLE>
<CAPTION>

                                                        For the Three Months               For the Six Months
                                                           Ended June 30,                     Ended June 30,
                                                   ----------------------------      -----------------------------
                                                     2005              2004              2005              2004
                                                     ----              ----              ----              ----

<S>                                                <C>              <C>               <C>               <C>
NET SALES                                          $  5,962,676     $ 5,584,405       $ 12,010,853      $11,070,850
                                                   ------------     -----------       ------------      -----------

COSTS AND EXPENSES:
   Cost of sales                                      2,896,775       2,555,970          5,666,427        4,951,119
   Operating expenses                                 1,855,661       2,075,415          3,911,425        5,046,367
   Interest (income)                                   (108,389)       (150,338)          (176,696)        (272,619)
   Interest expense                                      58,116          58,898            116,434          117,983
   Other (income) expense                               (70,407)        117,693           (108,258)          33,079
                                                   ------------     -----------       ------------      -----------

TOTAL COSTS AND EXPENSES                              4,631,756       4,657,638          9,409,332        9,875,929
                                                   ------------     -----------       ------------      -----------

INCOME BEFORE INCOME TAXES                            1,330,920         926,767          2,601,521        1,194,921

PROVISION FOR INCOME TAXES                              272,050         279,850            472,050          360,136
                                                   ------------     -----------       ------------      -----------

NET INCOME                                         $  1,058,870     $   646,917       $  2,129,471      $   834,785
                                                   ============     ===========       ============      ===========

NET INCOME PER COMMON
SHARE:

    BASIC                                          $       0.06      $     0.04       $       0.12      $      0.05
                                                   ============      ==========       ============      ===========

    DILUTED                                        $       0.06      $     0.04       $       0.12      $      0.05
                                                   ============      ==========       ============      ===========
</TABLE>

                             See accompanying notes


                                                                               4

<PAGE>



                          WIRELESS TELECOM GROUP, INC.
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (unaudited)


<TABLE>
<CAPTION>


                                                                                                     For the Six Months
                                                                                                       Ended June 30,
                                                                                           ---------------------------------------
                                                                                               2005                   2004
                                                                                               ----                   ----

CASH FLOWS FROM OPERATING ACTIVITIES
<S>                                                                                        <C>                    <C>
  Net income                                                                               $  2,129,471           $    834,785
  Adjustments to reconcile net income to net cash
    used for operating activities:
    Depreciation and amortization                                                               251,838                220,863
    Deferred rent                                                                                16,445                 16,445
    Provision for losses on accounts receivable                                                  13,595                (42,353)
  Changes in assets and liabilities:
    (Increase) in accounts receivable                                                          (175,416)               (39,873)
    Decrease (increase) in inventories                                                           21,020               (614,945)
    Decrease (increase) in prepaid expenses and other current assets                              1,370                (46,220)
    (Decrease) in accounts payable and accrued expenses                                        (887,695)              (229,696)
    Increase (decrease) in income taxes payable                                                 193,500               (383,472)
                                                                                           ------------           -------------
      Net cash provided by (used for) operating activities                                    1,564,128               (284,466)
                                                                                           ------------           -------------

CASH FLOWS FROM INVESTING ACTIVITIES
    Capital expenditures                                                                       (262,843)              (381,345)
    Costs associated with acquisition                                                          (332,492)                     -
                                                                                           ------------           ------------
      Net cash (used for) investing activities                                                 (595,335)              (381,345)
                                                                                           ------------           ------------

CASH FLOWS FROM FINANCING ACTIVITIES
    Payments of mortgage note                                                                   (21,333)               (19,784)
    Cash dividends paid                                                                      (1,048,112)            (1,025,112)
    Proceeds from exercise of stock options/warrants                                             98,563                493,370
                                                                                           ------------           ------------
      Net cash (used for) financing activities                                                 (970,882)              (551,526)
                                                                                           ------------           ------------

NET (DECREASE) IN CASH AND CASH EQUIVALENTS                                                      (2,089)            (1,217,337)

  Cash and cash equivalents, at beginning of year                                            15,783,816             16,265,765
                                                                                           ------------           ------------

  CASH AND CASH EQUIVALENTS, AT END OF PERIOD                                              $ 15,781,727           $ 15,048,428
                                                                                           ============           ============

SUPPLEMENTAL INFORMATION:
    Cash paid during the period for:
          Taxes                                                                            $    276,500           $    742,136

          Interest                                                                         $    116,434           $    117,983

</TABLE>

                             See accompanying notes


                                                                               5

<PAGE>


                          WIRELESS TELECOM GROUP, INC.
          NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (unaudited)


NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING PRINCIPLES AND POLICIES

     The  condensed,  consolidated  balance  sheet as of June  30,  2005 and the
     condensed,  consolidated  statements  of  operations  for the three and six
     month periods ended June 30, 2005 and 2004 and the condensed,  consolidated
     statements  of cash flows for the six month periods ended June 30, 2005 and
     2004 have been  prepared by the Company  without  audit.  The  consolidated
     financial  statements  include the accounts of Wireless Telecom Group, Inc.
     and  its  wholly-owned   subsidiaries   Boonton  Electronics   Corporation,
     Microlab/FXR, WTG Foreign Sales Corporation and NC Mahwah, Inc.

     In the  opinion of  management,  the  accompanying  condensed  consolidated
     financial  statements referred to above contain all necessary  adjustments,
     consisting of normal accruals and recurring entries, which are necessary to
     present  fairly  the  Company's  results  for  the  interim  periods  being
     presented.

     The accounting  policies followed by the Company are set forth in Note 1 to
     the Company's  financial  statements  included in its annual report on Form
     10-K for the year ended  December  31,  2004,  which  note is  incorporated
     herein  by  reference.  Specific  reference  is made to that  report  for a
     description  of  the  Company's  securities  and  the  notes  to  financial
     statements  included  therein,   since  certain  information  and  footnote
     disclosures  normally  included in financial  statements in accordance with
     accounting  principles  generally  accepted in the United States of America
     have been condensed or omitted from this report.

     The results of  operations  for the three and six month  periods ended June
     30,  2005 and 2004 are not  necessarily  indicative  of the  results  to be
     expected for the full year.

     Certain prior years'  information  has been  reclassified to conform to the
     current year's reporting presentation.


NOTE 2 - INCOME PER COMMON SHARE

     Income per  common  share is  computed  by  dividing  the net income by the
     weighted  average  number of common  shares  and common  equivalent  shares
     outstanding  during  each  period.  Shares  re-acquired  by the Company and
     denoted  as  treasury  stock  are  not  included  in this  calculation.  As
     promulgated  in SFAS  128  "Earnings  Per  Share"  ("SFAS  128"),  SFAS 128
     requires the  presentation  of "basic" and "diluted"  earnings per share on
     the face of the  income  statement.  Diluted  earnings  per  share  reflect
     potential dilution from the exercise of securities into common stock.


NOTE 3 - SHAREHOLDERS' EQUITY

     During the six months ended June 30, 2005,  no shares were  repurchased  by
     the Company under the stock repurchase  program  authorized by the Board of
     Directors on November 27, 2000 and as amended on October 5, 2001.


                                                                               6

<PAGE>





                          WIRELESS TELECOM GROUP, INC.
          NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (unaudited)


NOTE 4 - GOODWILL AND OTHER INTANGIBLE ASSETS

     Effective  January 1, 2002,  the Company  adopted  Statement  of  Financial
     Accounting  Standards  ("SFAS")  No. 142,  "Goodwill  and Other  Intangible
     Assets".  In accordance  with SFAS No. 142,  intangible  assets,  including
     purchased  goodwill,  must be evaluated for  impairment.  Those  intangible
     assets  that  will  continue  to be  classified  as  goodwill  or as  other
     intangibles  with  indefinite  lives are no longer  amortized,  but will be
     tested for impairment  periodically.  During 2004, the goodwill relating to
     the acquisition of Microlab/FXR was tested for impairment by an independent
     valuation  consulting  firm for the  year  ended  December  31,  2004.  The
     conclusion of the  valuation was that this goodwill was not impaired  under
     SFAS No. 142  requirements  for  goodwill  impairment  testing.  Additional
     testing will be done at the end of this year and each year going forward to
     continue to test for impairment of goodwill.


NOTE 5 - ACCOUNTING FOR STOCK OPTIONS

     The Company  accounts for its  stock-based  compensation in accordance with
     Accounting Principles Board Opinion No. 25, "Accounting for Stock Issued to
     Employees," and has adopted the disclosure-only alternative of Statement of
     Financial   Accounting   Standards   ("SFAS")  No.  123,   "Accounting  for
     Stock-Based  Compensation,"  as amended by SFAS No.  148,  "Accounting  for
     Stock-Based Compensation - Transition and Disclosure."

     The following  table  illustrates the effect on net income and earnings per
     share had  compensation  expense for the  employee  stock-based  plans been
     recorded based on the fair value method under SFAS No. 123:


                                 For the Three Months       For the Six Months
                                     Ended June 30,           Ended June 30,
                                  2005         2004         2005          2004
                                 ------       ------       ------        ------
Net income:
    As reported                $1,058,870    $646,917     $2,129,471    $834,785
    Less: stock based
     compensation
     expense -  net of tax         54,071      30,205         99,130      57,032
                               ----------    --------     ----------    --------
    Pro forma                  $1,004,799    $616,712     $2,030,341    $777,753
                               ==========    ========     ==========    ========
Basic earnings per share:
    As reported                      $.06        $.04           $.12        $.05
    Pro forma                         .06         .04            .12         .05
Diluted earnings per share:
    As reported                      $.06        $.04           $.12        $.05
    Pro forma                         .06         .04            .12         .04

     In December  2004,  the FASB issued SFAS 123  (revised  2004)  "Share-Based
     Payment".  This Statement  requires that the cost resulting from all share-
     based transactions be recorded in the financial  statements.  The Statement
     establishes  fair value as the  measurement  objective  in  accounting  for
     share-based  payment  arrangements  and  requires  all  entities to apply a
     fair-value-based   measurement  in  accounting  for   share-based   payment
     transactions  with employees.  The Statement also establishes fair value as
     the  measurement  objective for  transactions  in which an entity  acquires
     goods or services from non-employees in share-based  payment  transactions.
     The Statement  replaces SFAS 123 "Accounting for Stock-Based  Compensation"
     and  supersedes  APB  Opinion  No.  25  "Accounting  for  Stock  Issued  to
     Employees".  The  Company  believes  that  this  pronouncement,   which  is
     effective for periods  beginning  after December 15, 2005,  will not have a
     material effect on its financial position.


                                                                               7

<PAGE>


                          WIRELESS TELECOM GROUP, INC.
          NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (unaudited)


NOTE 6 - WILLTEK ACQUISITION/SUBSEQUENT EVENT

     On October 5, 2004,  Wireless Telecom Group, Inc., a New Jersey corporation
     ("WTT"), entered into a stock purchase agreement (the "Purchase Agreement")
     with Willtek Communications GmbH, a limited liability corporation organized
     under the laws of  Germany  ("Willtek"),  Damany  Holding  GmbH,  a limited
     liability  corporation organized under the laws of Germany and the owner of
     approximately 20% of Willtek's  outstanding  capital stock ("Damany"),  and
     Investcorp  Technology Ventures LP, a limited  partnership  organized under
     the  laws of the  Cayman  Islands  and the  owner of  approximately  80% of
     Willtek's  outstanding capital stock  ("Investcorp",  together with Damany,
     the "Willtek Shareholders"), pursuant to which WTT agreed to acquire all of
     the  outstanding  capital  stock of Willtek from the Willtek  Shareholders.
     Willtek,  based in Ismaning,  Germany,  is a leading  provider of solutions
     that enable manufacturers and operators of wireless  communications devices
     to test  mobile  phones,  air  interface,  and base  stations  of  cellular
     networks.  Willtek's  product range includes  high-speed,  state-of-the-art
     test and measurement  solutions for handsets and wireless devices,  as well
     as for radio frequencies and network testing tasks.

     Under the terms of the  Purchase  Agreement,  WTT will  purchase all of the
     outstanding  capital stock of Willtek in exchange for an aggregate purchase
     price of $7,000,000 in cash and 8,000,000  shares of WTT common stock,  par
     value $0.01 per share (the  "Purchase  Price"),  1,000,000  of which shares
     will be deposited into an escrow account at the closing of the  acquisition
     for a period of one year to secure the  indemnification  obligations of the
     Willtek  Shareholders under the Purchase  Agreement,  and the assumption of
     certain existing liabilities and obligations valued at $4.8 million.  Based
     on the $2.40 closing price per share of WTT common stock on October 4, 2004
     on the American  Stock  Exchange,  the value of the Purchase  Price for the
     proposed acquisition is approximately $26.2 million. The Purchase Agreement
     does not  provide for an  adjustment  in the number of shares of WTT common
     stock to be issued to the Willtek  Shareholders  in the  acquisition in the
     event of a  fluctuation  in the market  value of WTT common  stock.  Giving
     effect to the  proposed  acquisition,  the Willtek  Shareholders  would own
     approximately 32% of the outstanding shares of WTT common stock.

     On March 29,  2005,  the  Company,  Willtek  and the  Willtek  Shareholders
     entered into an amended and restated stock purchase agreement (the "Amended
     Purchase  Agreement"),  which  modified the terms of the Original  Purchase
     Agreement.  The terms were modified,  in part, due to the operating results
     of Willtek  during the  previous  six  months  and the  parties'  desire to
     conserve the  Company's  existing  cash  resources.  Under the terms of the
     Amended  Purchase  Agreement,  the Original  Purchase  Price was reduced by
     eliminating  the $7.0  million  cash  component.  The  purchase  price  now
     consists  solely of  8,000,000  shares of the  Company's  common stock (the
     "Purchase  Price").  Based  on the  $2.69  closing  price of a share of the
     Company's  common stock as reported on the American  Stock Exchange on June
     30, 2005,  the dollar value of the Purchase Price was  approximately  $21.5
     million.  Based on the  number  of  shares of the  Company's  common  stock
     outstanding on August 12, 2005, giving effect to the proposed  acquisition,
     the Willtek Shareholders would own in the aggregate  approximately 31.3% of
     the outstanding  shares of the Company's common stock. As was the case with
     the Original Purchase  Agreement,  the Amended Purchase  Agreement does not
     provide for an adjustment  in the number of shares of the Company's  common
     stock to be issued to the Willtek  Shareholders  in the  acquisition in the
     event of a fluctuation in the market price of the Company's common stock.

     On July 1, 2005, the Company  consummated this transaction and acquired all
     of the outstanding  equity of Willtek GmbH for an approximate  dollar value
     of $21.5 million, or $2.69 a share. Additionally,  there were approximately
     $2.0  million in closing  costs  related to the  acquisition.  The business
     combination will be accounted for as a purchase in accordance with SFAS No.
     141 allocating  the purchase  price to the tangible and  intangible  assets
     acquired and liabilities  assumed based on their estimated fair values. The
     excess of total purchase price over the value of assets and  liabilities at
     closing,  including  identifiable  intangible assets,  will be allocated to
     goodwill,  which  will be  subject to annual  impairment  review.  Based on
     information currently available,  and subject to potential material changes
     upon receipt of the valuation in accordance  with SFAS No. 141 for Purchase
     Accounting, the unaudited pro forma results, as if the purchase occurred on
     January 1, 2005, are shown in the following table:


                                                                               8


<PAGE>

                          WIRELESS TELECOM GROUP, INC.
          NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (unaudited)

NOTE 6 - WILLTEK ACQUISITION/SUBSEQUENT EVENT (Continued)

                           For the Three Months           For the Six Months
                              Ended June 30,                Ended June 30,
                           2005          2004            2005         2004
                        -----------   -----------     ----------    ---------

Net revenue             $11,096,000   $11,563,000     $23,965,000   $23,440,000
                        ===========   ===========     ===========   ===========

Net (loss)                $(872,000)    $(483,000)    $(1,346,000)  $(2,216,000)
                          =========     =========     ===========   ===========

Diluted (loss) per
 common share                 $(.03)        $(.02)          $(.05)        $(.09)
                              =====         =====           =====         =====


     In connection  with the closing of this  acquisition,  substantial  changes
     have been made to the  composition of the Company's  board of directors and
     to its senior management team, including the appointment of Cyrille Damany,
     Willtek's  Chief  Executive  Officer,  as the Company's new Chief Executive
     Officer,  and  the  appointment  of  two  designees  of  Investcorp  to the
     Company's  seven-member  board of  directors  one of whom will be appointed
     Chairman of the Board.  Karabet  "Gary"  Simonyan will continue to serve on
     the board as  non-executive  Vice Chairman of the Board.  Paul Genova,  the
     Company's President and Chief Financial Officer,  will continue as such and
     report  directly to Mr. Damany.  Investcorp will continue to be entitled to
     designate  up to  two  individuals  for  nomination  for  election  to  the
     Company's  board of directors,  provided  Investcorp's  level of beneficial
     ownership  of the  Company's  common stock  continuously  equals or exceeds
     certain percentage thresholds.

ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS

INTRODUCTION
------------

Wireless  Telecom  Group,   Inc.,  and  its  operating   subsidiaries,   Boonton
Electronics Corporation and Microlab/FXR (collectively, the "Company"), develop,
manufacture  and market a wide variety of electronic  noise sources,  electronic
testing  and  measuring  instruments  including  power  meters,  voltmeters  and
modulation  meters and high-power  passive microwave  components.  The Company's
products have  historically  been  primarily  used to test the  performance  and
capability of cellular/PCS  and satellite  communication  systems and to measure
the power of RF and microwave systems.  Other applications include radio, radar,
wireless local area network (WLAN) and digital television.

The financial information presented herein includes:  (i) Condensed Consolidated
Balance  Sheets as of June 30, 2005 and as of December  31, 2004 (ii)  Condensed
Consolidated  Statements of Operations for the three and six month periods ended
June 30, 2005 and 2004 and (iii) Condensed Consolidated Statements of Cash Flows
for the six month periods ended June 30, 2005 and 2004.

FORWARD LOOKING STATEMENTS
--------------------------

The  statements  contained  in this  Quarterly  Report on Form 10-Q that are not
historical  facts,   including,   without   limitation,   the  statements  under
"Management's  Discussion  and  Analysis of Financial  Condition  and Results of
Operations," are forward-looking statements as defined in the Private Securities
Litigation Reform Act of 1995. Such forward-looking statements may be identified
by,  among  other  things,  the  use  of  forward-looking  terminology  such  as
"believes,"    "expects,"   "intends,"   "plans,"   "may,"   "will,"   "should,"
"anticipates" or "continues" or the negative thereof of other variations thereon
or comparable terminology,  or by discussions of strategy that involve risks and
uncertainties.  These statements are based on the Company's current expectations
of future events and are subject to a number of risks and uncertainties that may
cause the Company's actual results to differ  materially from those described in
the forward-looking  statements.  These risks and uncertainties include, but are
not limited to, product demand and  development of competitive  technologies  in
our market sector, the impact of competitive  products and pricing,  the loss of
any significant customers, the effects of adoption of newly announced accounting
standards,  the  effects  of  economic  conditions  and  trade,  legal and other
economic risks, among others. Should one or more of these risks or uncertainties
materialize,  or should underlying  assumptions prove incorrect,  actual results
may vary materially from those anticipated,  estimated or projected. These risks
and  uncertainties are disclosed from time to time in the Company's filings with
the Securities and Exchange Commission, the Company's press releases and in oral
statements  made by or with the approval of  authorized  personnel.  The Company
assumes no  obligation to update any  forward-looking  statements as a result of
new information or future events or developments.

                                                                               9

<PAGE>


ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS (Continued)

CRITICAL ACCOUNTING POLICIES
----------------------------

Management's  discussion and analysis of the financial  condition and results of
operations are based upon the Company's consolidated financial statements, which
have been prepared in accordance with accounting  principles  generally accepted
in the United States of America.  The preparation of these financial  statements
requires the Company to make  estimates and  judgments  that affect the reported
amounts  of assets and  liabilities  and  disclosure  of  contingent  assets and
liabilities at the date of the financial  statements and the reported  amount of
revenues and expenses for each period. The following represents a summary of the
Company's  critical  accounting  policies,  defined as those  policies  that the
Company  believes are: (a) the most  important to the portrayal of its financial
condition  and results of  operations,  and (b) that require  management's  most
difficult,  subjective  or complex  judgments,  often as a result of the need to
make estimates about the effects of matters that are inherently uncertain.

ALLOWANCES FOR DOUBTFUL ACCOUNTS
--------------------------------

The Company  maintains  allowances  for doubtful  accounts for estimated  losses
resulting from the inability of its customers to make required payments.  If the
financial  condition  of  any of  its  customers  were  to  decline,  additional
allowances might be required.

INCOME TAXES
-----------

As part of the process of preparing the consolidated  financial statements,  the
Company is required to estimate its income taxes in each of the jurisdictions in
which it operates.  The process  incorporates  an  assessment of the current tax
exposure together with temporary  differences resulting from different treatment
of  transactions  for tax and financial  statement  purposes.  Such  differences
result in deferred tax assets and  liabilities,  which are  included  within the
consolidated  balance  sheet.  The  recovery of deferred  tax assets from future
taxable  income must be assessed and, to the extent that recovery is not likely,
the Company establishes a valuation allowance. Increases in valuation allowances
result in the recording of additional tax expense.  Further, if the ultimate tax
liability differs from the periodic tax provision  reflected in the consolidated
statements of operations, additional tax expense may be recorded.

VALUATION OF LONG-LIVED ASSETS
------------------------------

The Company  assesses  the  potential  impairment  of  long-lived  tangible  and
intangible assets whenever events or changes in circumstances  indicate that the
carrying  value may not be  recoverable.  Changes in the operating  strategy can
significantly reduce the estimated useful life of such assets.

RESULTS OF OPERATIONS
---------------------

The following  discussion  of our financial  condition and results of operations
should be read in conjunction with our interim condensed  consolidated financial
statements and the notes to those statements  included in Part I, Item I of this
Quarterly Report on Form 10-Q and in conjunction with the consolidated financial
statements  contained  in our  Annual  Report  on Form  10-K for the year  ended
December 31, 2004.

For the six months ended June 30, 2005 as compared to the  corresponding  period
of the previous year, net sales  increased to  $12,011,000  from  $11,071,000 an
increase of $940,000 or 8.5%. For the quarter ended June 30, 2005 as compared to
the corresponding period of the previous year, net sales increased to $5,963,000
from $5,584,000, an increase of $379,000 or 6.8%. The increases in the three and
six months  ended June 30,  2005 are  primarily  the result of  increased  sales
activity in 2005, in particular the Noise Com  components  for certain  existing
customers,  in part,  due to the Company's  continuous  efforts to publicize the
advantages and many applications of our products on a commercial basis.

                                                                              10

<PAGE>



ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS (Continued)

Gross profit on net sales for the six months ended June 30, 2005 was  $6,344,000
or 52.8% as  compared  to  $6,120,000  or 55.3% of net sales for the six  months
ended June 30, 2004.  Gross  profit on net sales for the quarter  ended June 30,
2005 was $3,066,000 or 51.4% as compared to $3,028,000 or 54.2% of net sales for
the three months ended June 30,  2004.  Gross profit  dollars are higher for the
three  and six  months  ended  June 30,  2005 than in the same  period  for 2004
primarily due to higher sales volume.  However,  the gross profit percentage for
the three and six months ended June 30, 2005 was slightly lower than that of the
same  period  for 2004 due to higher  manufacturing  labor and  direct  overhead
costs,  and the product  mix being sold  during this period  being of a slightly
lower margin.  The Company can experience  variations in gross profit based upon
the mix of  products  sold  as well as  variations  due to  revenue  volume  and
economies of scale. The Company  continues to carefully monitor costs associated
with material acquisition, manufacturing and production.

Operating  expenses  for the six months ended June 30, 2005 were  $3,911,000  or
32.6% of net sales as compared to  $5,046,000  or 45.6% of net sales for the six
months ended June 30, 2004.  Operating  expenses for the quarter  ended June 30,
2005 were $1,856,000 or 31.1% of net sales as compared to $2,075,000 or 37.2% of
net sales for the quarter ended June 30, 2004.

For the three  months  ended June 30, 2005 as compared to the same period of the
prior year,  operating expenses decreased in dollars by $220,000.  This decrease
is due to a decrease  in office and  related  expenses of $84,000 as a result of
last year's consolidation of the Microlab facility to Parsippany.  Additionally,
sales and  marketing  salaries  decreased  by  $77,000  and sales and  marketing
expenses  decreased by $58,000 in an effort to reduce print  advertising  costs,
while  continuing  to generate  higher  sales  levels.  Decreases  of $45,000 in
officers' salaries also accounted for the overall decrease in operating expenses
in the second quarter of 2005 vs. 2004.

For the six months  ended June 30,  2005 as  compared  to the same period in the
prior year, operating expenses decreased in dollars by $1,135,000. This decrease
is  primarily  due to a  one-time  payout  in the first  quarter  of 2004 to the
Company's  former Chief  Executive  Officer of $685,000 and a decrease in office
and related expenses of $168,000 as a result of last year's consolidation of the
Microlab  facility to  Parsippany.  Additionally,  sales and marketing  salaries
decreased by $131,000 and sales and marketing  expenses  decreased by $92,000 in
an effort to reduce print advertising costs, while continuing to generate higher
sales  levels.  Decreases  of $86,000  and  $23,000 in  officers'  salaries  and
research and development expenses,  respectively, also accounted for the overall
decrease in operating expenses in the second quarter of 2005 vs. 2004.

Interest  income  decreased  by $42,000 and $96,000 for the three and six months
ended June 30, 2005,  respectively,  as compared to the corresponding periods of
the previous  year.  These  decreases  were  primarily due to lower returns in a
working capital management account,  classified as cash equivalents,  due to the
fact that they were  highly  liquid  and  readily  convertible  to cash and were
intended to be liquidated by the Company on a short-term basis.

Other  income  increased  by $188,000  and $141,000 for the three and six months
ended June 30, 2005, respectively.  This was primarily due to realized losses of
short term bonds in the  above-mentioned  working capital  management account in
the second quarter of 2004 and increased gains in the current year.

Net income  increased to $2,129,000,  or $.12 per share  (diluted),  for the six
months ended June 30, 2005 as compared to $835,000,  or $.05 per share (diluted)
for the six months ended June 30, 2004. The Company  realized net income for the
quarter  ended  June 30,  2005 of  $1,059,000  or $.06 per  share  (diluted)  as
compared to $647,000 or $.04 per share (diluted) for the three months ended June
30,  2004.  The  explanation  of these  changes can be derived from the analysis
given above of operations  for the three and six month  periods  ending June 30,
2005 and 2004, respectively.

LIQUIDITY AND CAPITAL RESOURCES:
-------------------------------

The Company's  working  capital has increased by $853,000 to $24,413,000 at June
30, 2005,  from  $23,560,000  at December 31, 2004. At June 30, 2005 the Company
had a current ratio of 12.9 to 1, and a ratio of debt to net worth of 0.17 to 1.
At December 31, 2004 the Company had a current ratio of 9.6 to 1, and a ratio of
debt to net worth of 0.20 to 1.

                                                                              11

<PAGE>



ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS (Continued)

The Company realized cash provided by operations of $1,564,000 for the six-month
period ending June 30, 2005.  The primary  source of these funds was provided by
net  income  of  $2,129,000,   a  non-cash   adjustment  for   depreciation  and
amortization  of $252,000 and an increase in income  taxes  payable of $194,000,
partially  offset by a decrease  in accounts  payable  and  accrued  expenses of
$888,000 and increase in accounts receivable of $175,000.

The  Company  has  historically  been able to collect  its  account  receivables
approximately  every  two  months.  This  average  collection  period  has  been
sufficient to provide the working capital and liquidity necessary to operate the
Company.  The Company continues to monitor production  requirements and delivery
times while maintaining manageable levels of goods on hand.

Operating  activities  used $284,000 in cash flows for the comparable  period in
2004.  The use of these funds was  primarily  due to an increase in inventory of
$615,000,  a decrease in income  taxes  payable of  $383,000,  and a decrease in
accounts  payable and  accrued  expenses of  $230,000,  partially  offset by net
income of $835,000,  and a non-cash adjustment for depreciation and amortization
of $221,000.

Net cash used for  investing  activities  for the six months ended June 30, 2005
was  $595,000.  The  primary use of these  funds was costs  associated  with the
acquisition of Willtek of $332,000 and capital expenditures of $263,000. For the
six months  ended June 30,  2004,  net cash used for  investing  activities  was
$381,000. The primary use of these funds was capital expenditures.

Net cash used for  financing  activities  for the six months ended June 30, 2005
was  $971,000.  The  primary use of these  funds was for  dividends  paid in the
amount of  $1,048,000,  partially  offset by proceeds from the exercise of stock
options in the amount of $99,000.  Net cash used for financing activities in the
same period of 2004 was $552,000. The primary use of these funds in 2004 was for
dividends paid of $1,025,000,  partially offset by proceeds from the exercise of
stock options in the amount of $493,000.

The  Company  anticipates  that its  resources  provided  by its cash  flow from
operations  will be sufficient to meet its financing  requirements  for at least
the  next  twelve-month   period.   This  takes  into   consideration  the  cash
requirements relating to the acquisition of Willtek on July 1, 2005. The Company
does not  believe  it will need to borrow  funds  during  the next  twelve-month
period.

INFLATION AND SEASONALITY
-------------------------

The Company does not anticipate  that inflation  will  significantly  impact its
business or its results of  operations  nor does it believe that its business is
seasonal.


ITEM 3 - QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

None.


ITEM 4 - CONTROLS AND PROCEDURES

The Company maintains disclosure controls and procedures designed to ensure that
information  required to be  disclosed  in reports  filed  under the  Securities
Exchange  Act of 1934,  as  amended,  is  recorded,  processed,  summarized  and
reported within the specified time periods.  As of the end of the period covered
by this  report,  the  Company's  Chief  Executive  Officer and Chief  Financial
Officer  evaluated,  with the  participation  of the Company's  management,  the
effectiveness of the Company's disclosure controls and procedures.  Based on the
evaluation,  the Company's Chief Executive  Officer and Chief Financial  Officer
concluded that the Company's  disclosure  controls and procedures are effective.
There were no changes in the Company's internal control over financial reporting
that  occurred  during  the  Company's  most  recent  fiscal  quarter  that have
materially  affected,  or  are  reasonably  likely  to  materially  affect,  the
Company's internal control over financial reporting.

                                                                              12


<PAGE>


                           PART II - OTHER INFORMATION

Item 1. LEGAL PROCEEDINGS

          The Company is not aware of any material legal proceeding  against the
          Company or in which any of their property is subject.

Item 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

          On July 1, 2005,  the Company  issued  1,527,333  Shares and 6,472,667
          Shares of its  Common  Stock to  Damany  Holding  GmbH and  Investcorp
          Technology  Ventures,   LP,  respectively,   in  connection  with  the
          acquisition of Willtek  Communications GmbH ("Willtek").  See Note 6 -
          Willtek  Acquisition/Subsequent  Event for  information  regarding the
          acquisition of Willtek.  These issuances were made in reliance upon an
          exception  under the  Securities  Act of 1933 pursuant to Section 4(2)
          thereof.

Item 3. DEFAULTS UPON SENIOR SECURITIES

          None.

Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

          (a) The Registrant held its Annual Meeting of Stockholders on June 24,
          2005. The following proposal was adopted by the votes indicated.

          (b) (c) (1) Six directors  were elected at the Annual Meeting to serve
          until the Annual Meeting of  Stockholders  in 2006. The names of these
          Directors  and  votes  cast in  favor  of their  election  and  shares
          withheld are as follows:


          NAME                     VOTES FOR      VOTES WITHHELD     % FOR

          Paul Genova              14,841,946       2,095,643         87.63
          Karabet "Gary" Simonyan  14,826,179       2,111,410         87.53
          Henry L. Bachman         14,854,217       2,083,372         87.70
          John Wilchek             14,571,572       2,366,017         86.03
          Michael Manza            15,108,292       1,829,297         89.20
          Andrew Scelba            15,093,590       1,843,999         89.11

          (d) Proposals information:

          Proposal (1) Approval of the acquisition of all the outstanding  share
          capital of Willtek  Communications  by our Company and the issuance of
          8,000,000   shares  of  our  common  stock  in  connection   with  the
          acquisition:

            VOTES FOR     VOTES AGAINST     ABSTAINED     NON-VOTED

            7,074,397       3,650,235        308,595      5,904,362


          Proposal (3)  Adjournment  of the annual  meeting,  if  necessary,  to
          solicit  additional  proxies  in  favor  of the  acquisition  and  the
          issuance of our common stock of the acquisition:

            VOTES FOR     VOTES AGAINST     ABSTAINED     NON-VOTED

            11,905,747      3,889,693       1,142,149         -

Item 5. OTHER INFORMATION

          None.

                                                                              13

<PAGE>



                     PART II - OTHER INFORMATION (Continued)



Item 6. EXHIBITS

Exhibit No.    Description
----------     -----------

2.1*           Amended and Restated Stock Purchase Agreement, dated March 29,
               2005, by and among Wireless Telecom Group, Inc., Investcorp
               Technology Ventures, L.P., Damany Holding GmbH and Willtek
               Communications GmbH.

10.1*          Amended and Restated Loan Agreement, dated March 29, 2005, by
               and among Investcorp Technology Ventures, L.P., Willtek
               Communications GmbH and Wireless Telecom Group, Inc.

10.2**         Shareholders' Agreement, dated as of July 1, 2005, among Wireless
               Telecom Group, Inc., Investcorp Technology Ventures, L.P. and
               Damany Holding GmbH.

10.3**         Indemnification Escrow Agreement, dated as of July 1, 2005, by
               and among Wireless Telecom Group, Inc., Investcorp Technology
               Ventures, L.P., Damany Holding GmbH and American Stock Transfer &
               Trust Company.

11.1           Computation of per share earnings

31.1           Certification Pursuant to Section 302 of The Sarbanes-Oxley Act
               of 2002 (Principal Executive Officer)


31.2           Certification Pursuant to Section 302 of The Sarbanes-Oxley Act
               of 2002 (Principal Financial Officer)

32.1           Certification Pursuant to 18 U.S.C. Section 1350, as Adopted
               Pursuant to Section 906 of The Sarbanes-Oxley Act of 2002
               (Principal Executive Officer)

32.2           Certification Pursuant to 18 U.S.C. Section 1350, as Adopted
               Pursuant to Section 906 of The Sarbanes-Oxley Act of 2002
               (Principal Financial Officer)


------------------------
*    Previously filed as an Exhibit to WTT's Current Report on Form 8-K, dated
     March 29, 2005, and incorporated herein by reference.

**   Previously filed as an Exhibit to WTT's Current Report on Form 8-K, dated
     July 1, 2005, and incorporated herein by reference.

                                                                              14

<PAGE>




                                   SIGNATURES


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


                                             WIRELESS TELECOM GROUP, INC.
                                             --------------------------------
                                             (Registrant)


Date:  August 12, 2005                       /S/Cyrille Damany
                                             ---------------------------
                                              Cyrille Damany
                                              Chief Executive Officer



Date:  August 12, 2005                       /S/Paul Genova
                                             ----------------------------
                                              Paul Genova
                                              President, Chief Financial Officer


                                                                              15

<PAGE>



                                  EXHIBIT LIST


Exhibit No.    Description

2.1*           Amended and Restated Stock Purchase Agreement, dated March 29,
               2005, by and among Wireless Telecom Group, Inc., Investcorp
               Technology Ventures, L.P., Damany Holding GmbH and Willtek
               Communications GmbH.

10.1*          Amended and Restated Loan Agreement, dated March 29, 2005, by and
               among Investcorp Technology Ventures, L.P., Willtek
               Communications GmbH and Wireless Telecom Group, Inc.

10.2**         Shareholders' Agreement, dated as of July 1, 2005, among Wireless
               Telecom Group, Inc., Investcorp Technology Ventures, L.P. and
               Damany Holding GmbH.

10.3**         Indemnification Escrow Agreement, dated as of July 1, 2005, by
               and among Wireless Telecom Group, Inc., Investcorp Technology
               Ventures, L.P., Damany Holding GmbH and American Stock Transfer &
               Trust Company.

11.1           Computation of per share earnings

31.1           Certification Pursuant to Section 302 of The Sarbanes-Oxley Act
               of 2002 (Principal Executive Officer)

31.2           Certification Pursuant to Section 302 of The Sarbanes-Oxley Act
               of 2002 (Principal Financial Officer)

32.1           Certification Pursuant to 18 U.S.C. Section 1350, as Adopted
               Pursuant to Section 906 of The Sarbanes-Oxley Act of 2002
               (Principal Executive Officer)

32.2           Certification Pursuant to 18 U.S.C. Section 1350, as Adopted
               Pursuant to Section 906 of The Sarbanes-Oxley Act of 2002
               (Principal Financial Officer)

------------------------
*  Previously filed as an Exhibit to WTT's Current Report on Form 8-K, dated
   March 29, 2005, and incorporated herein by reference.

** Previously filed as an Exhibit to WTT's Current Report on Form 8-K, dated
   July 1, 2005, and incorporated herein by reference.

                                                                              16