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 September 30,  2004
                               -------------------------------------------------

                                       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                                 17,353,801
------------------------------                         -------------------------
           Class                                           Outstanding Shares
                                                           At November 5, 2004
<PAGE>
                          WIRELESS TELECOM GROUP, INC.


                                Table of Contents



PART I.  FINANCIAL INFORMATION                                           Page(s)

     Item 1 -- Consolidated Financial Statements:

          Condensed  Balance  Sheets as of September  30, 2004
           (unaudited)  and December 31, 2003                                  3

          Condensed Statements of Operations for the Three and
           Nine Months Ended September 30, 2004 and 2003 (unaudited)           4

          Condensed Statements of Cash Flows for the Nine Months
           Ended September 30, 2004 and 2003 (unaudited)                       5

          Notes to Interim Condensed Financial Statements (unaudited)      6 - 8

     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 -- Changes in Securities                                          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                                                       13


Signatures                                                                    14

Exhibit Index                                                                 15


                                                                               2
<PAGE>
                         PART 1 - FINANCIAL INFORMATION

Item 1 - Financial Statements

                          WIRELESS TELECOM GROUP, INC.
                      CONDENSED CONSOLIDATED BALANCE SHEETS

                                   - ASSETS -
<TABLE>
<CAPTION>
                                                                                  SEPTEMBER 30,         DECEMBER 31,
                                                                                       2004                 2003
                                                                                ------------------   ------------------
                                                                                   (unaudited)
<S>                                                                                       <C>               <C>
CURRENT ASSETS:
   Cash and cash equivalents                                                         $ 14,577,414         $ 16,265,765
   Accounts receivable -- net of allowance for doubtful accounts of
     $124,705 and $175,399 for 2004 and 2003, respectively                              3,911,091            3,076,080
   Inventories                                                                          6,370,332            5,903,191
   Current portion of deferred tax asset                                                  264,227              264,880
   Prepaid expenses, taxes and other current assets                                       543,339              665,366
                                                                                ------------------   ------------------
TOTAL CURRENT ASSETS                                                                   25,666,403           26,175,282
                                                                                ------------------   ------------------

PROPERTY, PLANT AND EQUIPMENT - NET                                                     5,957,252            5,528,931
                                                                                ------------------   ------------------

OTHER ASSETS:
   Goodwill                                                                             1,351,392            1,351,392
   Deferred tax asset                                                                           -              383,861
   Other assets                                                                           212,063              184,745
                                                                                ------------------   ------------------
TOTAL OTHER ASSETS                                                                      1,563,455            1,919,998
                                                                                ------------------   ------------------

TOTAL ASSETS                                                                         $ 33,187,110         $ 33,624,211
                                                                                ==================   ==================

                                          - LIABILITIES AND SHAREHOLDERS' EQUITY -

CURRENT LIABILITIES:
   Accounts payable                                                                     $ 692,063          $ 1,256,672
   Accrued expenses and other current liabilities                                         468,352              367,437
   Current portion of mortgage payable                                                     42,674               40,329
   Income taxes payable                                                                         -              538,986
                                                                                ------------------   ------------------
TOTAL CURRENT LIABILITIES                                                               1,203,089            2,203,424
                                                                                ------------------   ------------------

LONG TERM LIABILITIES:
   Mortgage payable                                                                     3,056,575            3,088,880
   Deferred rent payable                                                                  136,523              111,855
                                                                                ------------------   ------------------
TOTAL LONG TERM LIABILITIES                                                             3,193,098            3,200,735
                                                                                ------------------   ------------------

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, 20,273,501
     and 19,992,378 issued for 2004 and 2003, respectively                                202,735              199,924
   Additional paid-in-capital                                                          13,591,415           13,100,857
   Retained earnings                                                                   22,698,202           22,620,700
   Treasury stock at cost, - 3,049,700 shares                                          (7,701,429)          (7,701,429)
                                                                                ------------------   ------------------
TOTAL SHAREHOLDERS' EQUITY                                                             28,790,923           28,220,052
                                                                                ------------------   ------------------

TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY                                           $ 33,187,110         $ 33,624,211
                                                                                ==================   ==================
</TABLE>

                             See accompanying notes

                                                                               3
<PAGE>
                          WIRELESS TELECOM GROUP, INC.
                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (unaudited)

<TABLE>
<CAPTION>
                                                           For the Three Months                      For the Nine Months
                                                            Ended September 30,                      Ended September 30,
                                                 -----------------------------------------------------------------------------
                                                         2004               2003                  2004                2003
                                                      ----------         ----------            -----------       -----------
<S>                                                       <C>                <C>                   <C>                 <C>
NET SALES                                             $5,943,863         $5,187,062            $17,014,713       $14,175,678
                                                      ----------         ----------            -----------       -----------

COSTS AND EXPENSES:
   Cost of sales                                       2,768,510          2,371,621              7,719,629         6,893,014
   Operating expenses                                  2,246,820          1,903,261              7,293,188         5,840,457
   Interest and other income                            (144,863)          (126,502)              (384,403)         (469,282)
   Interest expense                                       58,708             59,447                176,691           178,866
                                                      ----------         ----------            -----------       -----------

TOTAL COSTS AND EXPENSES                               4,929,175          4,207,827             14,805,105        12,443,055
                                                      ----------         ----------            -----------       -----------

INCOME BEFORE INCOME TAXES                             1,014,688            979,235              2,209,608         1,732,623

PROVISION FOR INCOME TAXES                               230,125            332,458                590,261           600,377
                                                      ----------         ----------            -----------       -----------

NET INCOME                                             $ 784,563          $ 646,777            $ 1,619,347       $ 1,132,246
                                                      ==========         ==========            ===========       ===========
NET INCOME PER COMMON
SHARE:

    BASIC                                                 $ 0.05             $ 0.04                 $ 0.09            $ 0.07
                                                      ==========         ==========            ===========       ===========

    DILUTED                                               $ 0.05             $ 0.04                 $ 0.09            $ 0.07
                                                      ==========         ==========            ===========       ===========
</TABLE>





                                                 See accompanying notes


                                                                               4
<PAGE>
                          WIRELESS TELECOM GROUP, INC.
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (unaudited)
<TABLE>
<CAPTION>
                                                                                        For the Nine Months
                                                                                        Ended September 30,
                                                                               -------------------------------------
                                                                                     2004                   2003
                                                                                     ----                   ----
<S>                                                                                  <C>                    <C>
CASH FLOWS FROM OPERATING ACTIVITIES
  Net income                                                                     $ 1,619,347            $ 1,132,246
  Adjustments to reconcile net income to net cash
    provided by operating activities:
    Depreciation and amortization                                                    349,271                345,651
    Deferred rent                                                                     24,668                      -
    Deferred income taxes                                                            384,514                      -
    Provision for losses on accounts receivable                                      (50,694)                10,848
  Changes in assets and liabilities:
    (Increase) decrease in accounts receivable                                      (784,317)               169,078
    (Increase) in inventories                                                       (467,141)              (103,001)
    Decrease in prepaid expenses and other current assets                            122,028                120,719
    Decrease in other assets                                                          12,031                      -
    (Decrease) increase in accounts payable and accrued expenses                    (463,694)                 1,324
    (Decrease) increase in income taxes payable                                     (538,986)               218,023
                                                                                ------------           ------------
      Net cash provided by operating activities                                      207,027              1,894,888
                                                                                ------------           ------------

CASH FLOWS FROM INVESTING ACTIVITIES
    Capital expenditures                                                            (775,192)              (216,880)
    Costs associated with potential acquisition                                      (68,587)                     -
    Cash surrender value - officer's life insurance                                   33,940                      -
    Increase in real estate escrow                                                    (7,104)                (7,104)
                                                                                ------------           ------------
      Net cash (used for) investing activities                                      (816,943)              (223,984)
                                                                                ------------           ------------

CASH FLOWS FROM FINANCING ACTIVITIES
    Payments of mortgage note                                                        (29,960)               (27,785)
    Acquisition of treasury stock                                                          -               (105,711)
    Cash dividends paid                                                           (1,541,845)            (1,013,478)
    Proceeds from exercise of stock options/warrants                                 493,370                189,000
                                                                                ------------           ------------
      Net cash (used for) financing activities                                    (1,078,435)              (957,974)
                                                                                ------------           ------------

NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS                              (1,688,351)               712,930

  Cash and cash equivalents, at beginning of year                                 16,265,765             15,523,180
                                                                                ------------           ------------

  CASH AND CASH EQUIVALENTS, AT END OF PERIOD                                   $ 14,577,414           $ 16,236,110
                                                                                ============           ============

SUPPLEMENTAL INFORMATION:
    Cash paid during the period for:
          Taxes                                                                    $ 743,336              $ 154,259

          Interest                                                                 $ 176,691              $ 178,866

</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 September 30, 2004 and the
     condensed,  consolidated  statements of  operations  for the three and nine
     month  periods  ended  September  30,  2004  and  2003  and the  condensed,
     consolidated  statements  of cash  flows for the nine month  periods  ended
     September  30,  2004 and 2003 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,  2003,  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 nine  month  periods  ended
     September 30, 2004 and 2003 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.  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.


NOTE 3 - SHAREHOLDERS' EQUITY

     During the nine months ended September 30, 2004, 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 2003, 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,  2003.  The
     conclusion of the  valuation was that this goodwill was not impaired  under
     Statement  of  Financial  Accounting  Standards  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 Nine Months
                                  Ended September 30,       Ended September 30,
                                  2004         2003         2004         2003
                               ----------   ----------   ----------   ----------
Net income:
  As reported                    $784,563     $646,777   $1,619,347   $1,132,246
  Pro forma                       754,358      636,944    1,532,110    1,015,341
Basic earnings per share:
  As reported                        $.05         $.04         $.09         $.07
  Pro forma                           .04          .04          .09          .06
Diluted earnings per share:
  As reported                        $.05         $.04         $.09         $.07
  Pro forma                           .04          .04          .09          .06


NOTE 6 - COMMITMENTS AND CONTINGENCIES

     The  Company's  former CEO, who resigned in March 2004,  is now employed by
     the Company as an outside  engineering  consultant on a week-to-week basis.
     The  Company  has agreed to pay this  former CEO at a weekly rate of $1,600
     for a minimum of 20 hours per week. This verbal agreement can be terminated
     at any time.


                                                                               7
<PAGE>
                          WIRELESS TELECOM GROUP, INC.
          NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (unaudited)


NOTE 7 - 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 has agreed to acquire
     all  of  the  outstanding   capital  stock  of  Willtek  from  the  Willtek
     Shareholders. As a result of the proposed acquisition,  Willtek will become
     a wholly-owned subsidiary of WTT. 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.


                                                                               8
<PAGE>
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  September  30,  2004 and as of  December  31,  2003 (ii)
Condensed  Consolidated  Statements of  Operations  for the three and nine month
periods  ended  September  30,  2004 and 2003 and (iii)  Condensed  Consolidated
Statements of Cash Flows for the nine month periods ended September 30, 2004 and
2003.

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.

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.

                                                                               9
<PAGE>
ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS (Continued)

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, 2003.

For the nine months ended  September  30, 2004 as compared to the  corresponding
period  of  the  previous  year,  net  sales   increased  to  $17,015,000   from
$14,176,000, an increase of $2,839,000 or 20.0%. For the quarter ended September
30, 2004 as compared to the  corresponding  quarter of the  previous  year,  net
sales increased to $5,944,000 from $5,187,000, an increase of $757,000 or 14.6%.
The  increases  in the  three  and nine  months  ended  September  30,  2004 are
primarily the result of increased sales activity of the Boonton peak power meter
instruments over the last year, as well as a general economic improvement in the
test and measurement industry for all of the Company's product lines.

Gross  profit on net sales for the nine  months  ended  September  30,  2004 was
$9,295,000 or 54.6% as compared to $7,283,000 or 51.4% of net sales for the nine
months ended September 30, 2003. Gross profit on net sales for the quarter ended
September 30, 2004 was $3,175,000 or 53.4% as compared to $2,815,000 or 54.3% of
net sales for the three months ended September 30, 2003.  Gross profit is higher
for the nine months  ended  September  30, 2004 than in the same period for 2003
primarily  due to higher sales volume and lower  manufacturing  labor and direct
overhead costs.  Additionally,  the Company completed its consolidation into one
facility in the third quarter of 2004, thus lowering  duplicate  overhead costs.
Gross profit  dollars are higher for the three months ended  September  30, 2004
than in the  same  period  for  2003  primarily  due to the  explanation  above.
However,  the gross profit  percentage for the three months ended  September 30,
2004 was slightly lower than that of the same period for 2003 due to 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 nine months ended September 30, 2004 were $7,293,000
or 42.9% of net sales as  compared to  $5,840,000  or 41.2% of net sales for the
nine months ended September 30, 2003.  Operating  expenses for the quarter ended
September  30,  2004  were  $2,247,000  or 37.8% of net  sales  as  compared  to
$1,903,000 or 36.7% of net sales for the quarter ended September 30, 2003.

For the three months ended  September 30, 2004 as compared to the same period of
the prior  year,  operating  expenses  increased  in dollars by  $344,000.  This
increase is primarily due to an increase in commission  expense of $142,000,  an
increase in amortization  expense of $58,000  relating to a licensing  agreement
entered into by the Company, an increase in administrative  wages of $50,000, an
increase in administrative  expenses in connection with the Microlab  relocation
of $49,000 and an increase in travel and entertainment  expenses of $27,000. For
the nine months ended  September  30, 2004 as compared to the same period in the
prior year,

                                                                              10
<PAGE>
ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS (Continued)

operating  expenses  increased  in  dollars  by  $1,453,000.  This  increase  is
primarily  due to a one-time  payout to the  Company's  former  Chief  Executive
Officer of $685,000, an increase in commissions expense of $414,000, an increase
in amortization  expense of $173,000  relating to a licensing  agreement entered
into by the Company, an increase in administrative wages of $90,000, an increase
in travel and  entertainment  expenses  of $69,000,  an increase in  advertising
expense of $63,000,  partially  offset by a decrease in research and development
expense of $67,000.

Interest  and other  income  decreased  by  $85,000  for the nine  months  ended
September 30, 2004.  This  decrease was  primarily  due to realized  losses 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.

Net income increased to $1,619,000,  or $.09 per share  (diluted),  for the nine
months ended  September  30, 2004 as compared to  $1,132,000,  or $.07 per share
(diluted) for the nine months ended September 30, 2003. The Company realized net
income for the quarter  ended  September  30, 2004 of $785,000 or $.05 per share
(diluted)  as compared to  $647,000  or $.04 per share  (diluted)  for the three
months ended September 30, 2003. The explanation of these changes can be derived
from the analysis given above of operations for the three and nine month periods
ending September 30, 2004 and 2003, respectively.

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

The  Company's  working  capital has  increased  by $491,000 to  $24,463,000  at
September 30, 2004, from $23,972,000 at December 31, 2003. At September 30, 2004
the Company  had a current  ratio of 21.3 to 1, and a ratio of debt to net worth
of 0.15 to 1. At December 31, 2003 the Company had a current ratio of 11.9 to 1,
and a ratio of debt to net worth of 0.19 to 1.

The Company  realized cash provided by operations of $207,000 for the nine month
period ending September 30, 2004. The primary source of these funds was provided
by net income of $1,619,000,  a non-cash adjustment for deferred income taxes of
$385,000,  and a  non-cash  adjustment  for  depreciation  and  amortization  of
$349,000,  partially offset by an increase in accounts receivable of $784,000, a
decrease in income taxes  payable of  $539,000,  an increase in  inventories  of
$467,000, and a decrease in accounts payable and accrued expenses of $439,000.

The  Company's  former CEO, who  resigned in March 2004,  is now employed by the
Company  as an outside  engineering  consultant  on a  week-to-week  basis.  The
Company  has  agreed to pay this  former  CEO at a weekly  rate of $1,600  for a
minimum of 20 hours per week.  This verbal  agreement  can be  terminated at any
time.  Mr.  Terence  McCoy was  brought  in as the  Company's  CEO and  director
following Mr. Garcia's  resignation.  Mr. McCoy resigned  effective July 9, 2004
and no longer serves as an officer or a director of the Company.

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 provided $1,895,000 in cash flows for the comparable period
in 2003.  The source of these funds was  primarily  due to cash  provided by net
income of $1,132,000, a non-cash adjustment for depreciation and amortization of
$346,000,  an  increase  in income  taxes  payable of  $218,000,  a decrease  in
accounts  receivable  of $169,000  and a decrease in prepaid  expenses and other
current  assets of $121,000,  partially  offset by an increase in inventories of
$103,000.

Net cash used for investing  activities for the nine months ended  September 30,
2004 was $817,000.  The primary use of these funds was capital  expenditures  of
$775,000.  For the nine  months  ended  September  30,  2003,  net cash used for
investing  activities  was $224,000.  The primary use of these funds was capital
expenditures of $217,000.

Net cash used for financing  activities for the nine months ended  September 30,
2004 was  $1,078,000.  The primary use of these funds was for dividends  paid in
the amount of  $1,542,000,  partially  offset by proceeds  from the  exercise of
stock options in the amount of $493,000.  Net cash used for financing activities
in the same

                                                                              11
<PAGE>
ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS (Continued)

period of 2003 was  $958,000.  The  primary  use of these  funds in 2003 was for
dividends paid in the amount of $1,013,000 and the acquisition of treasury stock
in the amount of  $106,000,  partially  offset by proceeds  from the exercise of
stock options in the amount of $189,000.

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.  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.

IMPACT OF RECENTLY ISSUED ACCOUNTING STANDARDS
----------------------------------------------

In April 2003,  the FASB issued SFAS No. 149,  "Amendment  of  Statement  133 on
Derivative  Instruments  and  Hedging  Activities."  This  statement  amends and
clarifies  financial  accounting and reporting for  derivatives  and for hedging
activities  under SFAS No.  133,  "Accounting  for  Derivative  Instruments  and
Hedging  Activities."  This standard is effective for contracts  entered into or
modified  after June 30,  2003.  This  standard  had no impact on the  Company's
financial statements.

In May 2003, the FASB issued SFAS No. 150,  "Accounting for Certain  Instruments
with  Characteristics  of Both  Liabilities and Equity." This standard  requires
that certain financial instruments embodying an obligation to transfer assets or
to issue equity  securities be classified  as  liabilities.  It is effective for
financial instruments entered into or modified after May 31, 2003, and otherwise
is  generally  effective  July 1,  2003.  This  standard  had no  impact  on the
Company's financial statements.


ITEM 3 - QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The Company has a credit facility with its major bank for the express purpose of
purchasing  components  from an Asian  supplier  under a letter of  credit.  The
Company has paid for the  components  received thus far during 2004.  Should the
Company not make payment  directly,  the credit facility would be utilized.  The
credit  facility  bears interest based on interest rates tied to the prime rate,
which may fluctuate over time based on economic conditions.


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.  CHANGES IN SECURITIES

          None.

Item 3.  DEFAULTS UPON SENIOR SECURITIES

          None.

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

          None.

Item 5.  OTHER INFORMATION

          None.

Item 6.  EXHIBITS

          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)



                                                                              13
<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:  November 5, 2004                       /S/Karabet Simonyan
                                              --------------------------------
                                              Karabet Simonyan
                                              Chief Executive Officer



Date:  November 5, 2004                       /S/Paul Genova
                                              --------------------------------
                                              Paul Genova
                                              President, Chief Financial Officer




                                                                              14
<PAGE>
EXHIBIT LIST


          11.1      Computation of per share earnings

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

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

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








                                                                              15