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 March 31, 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
incorporation or organization)                      Identification No.)


              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                          17,144,611
------------------------------                     ------------------
             Class                                 Outstanding Shares
                                                     At May 7, 2004

<PAGE>

<TABLE>
                                           WIRELESS TELECOM GROUP, INC.


                                                 Table of Contents



<S>                                                                                    <C>
PART I.  FINANCIAL INFORMATION                                                      Page(s)

         Item 1 -- Consolidated Financial Statements:

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

                  Condensed Statements of Operations for the Three Months
                     Ended March 31, 2004 and 2003 (unaudited)                         4

                  Condensed Statements of Cash Flows for the Three Months
                     Ended March 31, 2004 and 2003 (unaudited)                         5

                  Notes to Interim Condensed Financial Statements (unaudited)          6 - 7

         Item 2 -- Management's Discussion and Analysis of Financial
          Condition and Results of Operations                                          8 - 10

         Item 3 -- Quantitative and Qualitative Disclosures About Market Risk          11

         Item 4 -- Controls and Procedures                                             11

PART II. OTHER INFORMATION

         Item 1 -- Legal Proceedings                                                   12

         Item 2 -- Changes in Securities and Use of Proceeds                           12

         Item 3 -- Defaults upon Senior Securities                                     12

         Item 4 -- Submission of Matters to a Vote of Security Holders                 12

         Item 5 -- Other Information                                                   12

         Item 6 -- Exhibits and Reports on Form 8-K                                    12


Signatures                                                                             13

Exhibit Index                                                                          14

                                                                               2
</TABLE>

<PAGE>


<TABLE>
                         PART 1 - FINANCIAL INFORMATION
Item 1 - Financial Statements
                          WIRELESS TELECOM GROUP, INC.
                      CONDENSED CONSOLIDATED BALANCE SHEETS

                                   - ASSETS -

                                                                             MARCH 31,      DECEMBER 31,
                                                                               2004             2003
                                                                          --------------- -----------------
                                                                            (unaudited)
CURRENT ASSETS:
<S>                                                                          <C>               <C>
   Cash and cash equivalents                                                 $15,082,100       $16,265,765
   Accounts receivable -- net of allowance for doubtful accounts of
    $174,179 and $175,399 for 2004 and 2003, respectively                      3,597,882         3,076,080
   Inventories                                                                 6,247,562         5,903,191
   Current portion of deferred tax asset                                         264,880           264,880
   Prepaid expenses, taxes and other current assets                              578,240           665,366
                                                                          --------------- -----------------
TOTAL CURRENT ASSETS                                                          25,770,664        26,175,282
                                                                          --------------- -----------------

PROPERTY, PLANT AND EQUIPMENT - NET                                            5,539,499         5,528,931
                                                                          --------------- -----------------

OTHER ASSETS:
   Goodwill                                                                    1,351,392         1,351,392
   Deferred tax asset                                                            383,861           383,861
   Other assets                                                                  186,313           184,745
                                                                          --------------- -----------------
TOTAL OTHER ASSETS                                                             1,921,566         1,919,998
                                                                          --------------- -----------------

TOTAL ASSETS                                                                 $33,231,729       $33,624,211
                                                                          =============== =================

                                  - LIABILITIES AND SHAREHOLDERS' EQUITY -

CURRENT LIABILITIES:
   Accounts payable                                                           $1,009,723        $1,256,672
   Accrued expenses and other current liabilities                                468,483           367,437
   Current portion of mortgage payable                                            41,096            40,329
   Income taxes payable                                                          474,997           538,986
                                                                          --------------- -----------------
TOTAL CURRENT LIABILITIES                                                      1,994,299         2,203,424
                                                                          --------------- -----------------

LONG TERM LIABILITIES:
   Mortgage payable                                                            3,078,314         3,088,880
   Deferred rent payable                                                         122,287           111,855
                                                                          --------------- -----------------
TOTAL LONG TERM LIABILITIES                                                    3,200,601         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, 20,070,311
     and 19,992,378 issued for 2004 and 2003, respectively                       200,703           199,924
   Additional paid-in-capital                                                 13,239,564        13,100,857
   Retained earnings                                                          22,297,991        22,620,700
   Treasury stock at cost, - 3,049,700 shares                                 (7,701,429)       (7,701,429)
                                                                          --------------- -----------------
TOTAL SHAREHOLDERS' EQUITY                                                    28,036,829        28,220,052
                                                                          --------------- -----------------

TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY                                   $33,231,729       $33,624,211
                                                                          =============== =================
</TABLE>

                             See accompanying notes


                                                                               3

<PAGE>



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


                                           For the Three Months
                                              Ended March 31,
                                    ----------------------------------
                                          2004                2003
                                    ----------------------------------

NET SALES                               $5,486,445         $4,152,642
                                    ----------------------------------

COSTS AND EXPENSES:
   Cost of sales                         2,395,149          2,068,628
   Operating expenses                    2,970,953          2,001,277
   Interest and other income              (206,895)          (154,384)
   Interest expense                         59,085             59,796
                                    ----------------------------------

TOTAL COSTS AND EXPENSES                 5,218,292          3,975,317
                                    ----------------------------------

INCOME BEFORE INCOME TAXES                 268,153            177,325

PROVISION FOR INCOME TAXES                  80,286             59,181
                                    ----------------------------------

NET INCOME                                $187,867           $118,144
                                    ==================================

NET INCOME PER COMMON SHARE:

    BASIC                                    $0.01              $0.01
                                    ==================================

    DILUTED                                  $0.01              $0.01
                                    ==================================


                        See accompanying notes


                                                                               4

<PAGE>

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


                                                                    For the Three Months
                                                                       Ended March 31,
                                                                --------------------------
                                                                      2004         2003
                                                                --------------------------

CASH FLOWS FROM OPERATING ACTIVITIES
<S>                                                                 <C>          <C>
  Net income                                                        $187,867     $118,144
  Adjustments to reconcile net income to net cash (used in)
    provided by operating activities:
    Depreciation and amortization                                    100,371      113,876
    Provision for losses on accounts receivable                       (1,220)      40,503
  Changes in assets and liabilities:
    (Increase) decrease in accounts receivable                      (520,582)     381,237
    (Increase) in inventories                                       (344,372)    (234,483)
    Decrease in prepaid expenses and other current assets             87,126       94,030
    (Decrease) in accounts payable and accrued expenses             (135,471)      (3,859)
    (Decrease) in income taxes payable                               (63,989)           -
                                                                --------------------------
      Net cash (used for) provided by operating activities          (690,270)     509,448
                                                                --------------------------

CASH FLOWS FROM INVESTING ACTIVITIES
    Capital expenditures                                            (110,139)     (70,334)
    Increase in real estate escrow                                    (2,368)      (2,368)
                                                                --------------------------
      Net cash (used for) investing activities                      (112,507)     (72,702)
                                                                --------------------------

CASH FLOWS FROM FINANCING ACTIVITIES
    Payments of mortgage note                                         (9,799)      (9,088)
    Acquisition of treasury stock                                          -     (105,711)
    Cash dividends paid                                             (510,576)    (337,227)
    Proceeds from exercise of stock options/warrants                 139,487            -
                                                                --------------------------
      Net cash (used for) financing activities                      (380,888)    (452,026)
                                                                --------------------------

NET (DECREASE) IN CASH AND CASH EQUIVALENTS                       (1,183,665)     (15,280)

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

  CASH AND CASH EQUIVALENTS, AT END OF PERIOD                    $15,082,100  $15,507,900
                                                                ==========================

SUPPLEMENTAL INFORMATION:
    Cash paid during the period for:
          Taxes                                                     $199,286       $1,300

          Interest                                                   $59,085      $59,796

</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 March 31, 2004
         and the condensed, consolidated statements of operations for
         the three month periods ended March 31, 2004 and 2003 and the
         condensed, consolidated statements of cash flows for the three
         month periods ended March 31, 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 month periods ended
         March 31, 2004 and 2003 are not necessarily indicative of the
         results to be expected for the full year.


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 three months ended March 31, 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
                                              Ended March 31,
                                          2004             2003
                                        --------         --------
             Net income:
               As reported              $187,867         $118,144
               Pro forma                 161,040           65,336
             Basic earnings per share:
               As reported                  $.01             $.01
               Pro forma                     .01              .00
             Diluted earnings per share:
               As reported                  $.01             $.01
               Pro forma                     .01              .00


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>

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 March 31, 2004 and as
of December 31, 2003 (ii) Condensed Consolidated Statements of
Operations for the three month periods ended March 31, 2004 and 2003
and (iii) Condensed Consolidated Statements of Cash Flows for the three
month periods ended March 31, 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.

                                                                               8

<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 three months ended March 31, 2004 as compared to the
corresponding period of the previous year, net sales increased to
$5,486,000 from $4,153,000, an increase of $1,333,000 or 32.1%. The
increase in the three months ended March 31, 2004 is a result of
increased sales activity in all business operations.

Gross profit on net sales for the three months ended March 31, 2004 was
$3,091,000 or 56.3% as compared to $2,084,000 or 50.2% of net sales for
the three months ended March 31, 2003. Gross profit is higher for the
three months ended March 31, 2004 than in the same period for 2003
primarily due to higher sales volume and lower manufacturing labor and
direct overhead costs. 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 three months ended March 31, 2004 were
$2,971,000 or 54.2% of net sales as compared to $2,001,000 or 48.2% of
net sales for the three months ended March 31, 2003.

For the three months ended March 31, 2004 as compared to the same
period of the prior year, operating expenses increased in dollars by
$970,000. This increase is primarily due to a one-time payout to the
Company's former Chief Executive Officer of $685,000, an increase in
commission expense of $136,000, an increase in amortization expense of
$58,000 relating to a licensing agreement entered into by the Company,
and increases in sales and marketing salaries and research and
development expenses of $55,000 and $36,000, respectively.

Interest and other income increased by $53,000 for the three months
ended March 31, 2004. These increases were primarily due to increased
returns on short-term investments in 2004.

Net income increased to $188,000, or $.01 per share (diluted), for the
three months ended March 31, 2004 as compared to $118,000, or $.01 per
share (diluted) for the three months ended March 31, 2003. The
explanation of these changes can be derived from the analysis given
above of operations for the three month periods ending March 31, 2004
and 2003, respectively.

                                                                               9

<PAGE>

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

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

The Company's working capital has decreased by $196,000 to $23,776,000
at March 31, 2004, from $23,972,000 at December 31, 2003. At March 31,
2004 the Company had a current ratio of 12.9 to 1, and a ratio of debt
to net worth of 0.19 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 used cash for operations of $690,000 for the three month
period ending March 31, 2004. This use of cash was primarily due to an
increase in accounts receivable of $521,000, an increase in inventories
of $344,000, a decrease in accounts payable and accrued expenses of
$135,000 and a decrease in income taxes payable of $64,000, partially
offset by net income of $188,000, a non-cash adjustment for
depreciation and amortization of $100,000 and a decrease in prepaid
expenses and other current assets of $87,000.

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.

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 $509,000 in cash flows for the comparable
period in 2003. The source of these funds was primarily due to cash
provided by net income of $118,000, a decrease in accounts receivable
of $381,000 and a non-cash adjustment for depreciation and amortization
of $114,000, partially offset by an increase in inventories of
$234,000.

Net cash used for investing activities for the three months ended March
31, 2004 was $113,000. The primary use of these funds was capital
expenditures of $110,000. For the three months ended March 31, 2003,
net cash used for investing activities was $73,000. The primary use of
these funds was capital expenditures of $70,000.

Net cash used for financing activities for the three months ended March
31, 2004 was $381,000. The primary use of these funds was for dividends
paid in the amount of $511,000, partially offset by proceeds from the
exercise of stock options in the amount of $139,000. Net cash used for
financing activities in the same period of 2003 was $452,000. The
primary use of these funds in 2003 was for dividends paid in the amount
of $337,000 and the acquisition of treasury stock in the amount of
$106,000.

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.

                                                                              10

<PAGE>

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.

                                                                              11

<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 AND REPORTS ON FORM 8-K

  (a) 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)

  (b) Reports on Form 8-K:

       1. Form 8-K, dated March 19, 2004, reporting on Item 5, certain
          management changes at the Company.


                                                                              12

<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:  May 7, 2004                   /S/Terence McCoy
                                     -----------------------------------
                                     Terence McCoy
                                     Chief Executive Officer



Date:  May 7, 2004                   /S/Paul Genova
                                     ---------------------------------

                                     Paul Genova
                                     President, Chief Financial Officer


                                                                              13

<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)


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