|                                                       |                                                                                          
|------------------------------------------------------ | -----------------------------------------------------------------------------------------
|UNITED STATES SECURITIES AND EXCHANGE COMMISSION      
|WASHINGTON,
 D.C. 20549                               
|                                                       |                                                                                          
|                                                      
|                                                       |                                                                                          
|FORM 10-Q                                             
|(Mark One)                                            
|                                                       |                                                                                          
|x                                                      | QUARTERLY REPORT PURSUANT TO
 SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 
|                                                       |                                                                                          
|                                                       | For the quarterly period ended June 30, 2009                                             
|                                                       |                                                                                          
|OR                                                    
|                                                       |                                                                                          
|o                                                      | 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                                                        |  | (I.R.S. Employer    | 
| | of Incorporation or Organization)                                                   |  | Identification No.) | 
| | 25 Eastmans Road                                                                    |  |                     | 
| | Parsippany, New Jersey                                                              |  | 07054               | 
| | (Address of Principal Executive Offices)                                            |  | (Zip Code)          | 
| |                                                                                     |  |                     | 
| | (973) 386-9696                                                                     
| | (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 o

Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company (see
the definitions of large accelerated filer, accelerated filer and smaller
reporting company in Rule 12b-2 of the Exchange Act). (Check one):

|                           |                      |                          |                             
|-------------------------- | -------------------- | ------------------------ | ----------------------------
|Large
 accelerated filer o | Accelerated
 filer o | Non-accelerated
 filer o | Smaller
 reporting company x

Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act). Yes o No x

Number of shares of Common
Stock outstanding as of August 12, 2009: 25,658,203Number of non-affiliated
shares of Common Stock outstanding as of August 12, 2009: 19,167,537

---



WIRELESS TELECOM GROUP, INC.

Table of Contents

|                               |                                                                                                 |                                                                                                                        |         |        
|------------------------------ | ----------------------------------------------------------------------------------------------- | ---------------------------------------------------------------------------------------------------------------------- | ------- | -------
|                               |                                                                                                 |                                                                                                                        |         | Page(s)
|PART
 I. FINANCIAL INFORMATION |                                                                                                 |                                                                                                                       
|                               |                                                                                                 |                                                                                                                       
|                               | Item
 1  Consolidated Financial Statements:                                                    |                                                                                                                        |        
|                               |                                                                                                 |                                                                                                                        |        
|                               |                                                                                                 | Condensed Balance Sheets
 as of June 30, 2009 (unaudited) and December 31, 2008                                        |         | 3      
|                               |                                                                                                 |                                                                                                                        |         |        
|                               |                                                                                                 | Condensed Statements of
 Operations for the Three and Six Months Ended June 30, 2009 (unaudited) and
 2008 (unaudited) |         | 4      
|                               |                                                                                                 |                                                                                                                        |         |        
|                               |                                                                                                 | Condensed Statements of
 Cash Flows for the Six Months Ended June 30, 2009 (unaudited) and 2008
 (unaudited)           |         | 5      
|                               |                                                                                                 |                                                                                                                        |         |        
|                               |                                                                                                 | Notes to Interim
 Condensed Financial Statements (unaudited)                                                           |         | 6 - 11 
|                               |                                                                                                 |                                                                                                                        |         |        
|                               | Item 2  Managements
 Discussion and Analysis of Financial Condition and Results of Operations |                                                                                                                        | 12  16
|                               |                                                                                                 |                                                                                                                        |         |        
|                               | Item 3  Quantitative
 and Qualitative Disclosures About Market Risk                            |                                                                                                                        | 16     
|                               |                                                                                                 |                                                                                                                        |        
|                               | Item 4  Controls and
 Procedures                                                               |                                                                                                                        | 16     
|                               |                                                                                                 |                                                                                                                        |        
|PART II. OTHER
 INFORMATION    |                                                                                                 |                                                                                                                       
|                               |                                                                                                 |                                                                                                                       
|                               | Item 1  Legal
 Proceedings                                                                     |                                                                                                                        | 17     
|                               |                                                                                                 |                                                                                                                        |        
|                               | Item 1A  Risk Factors                                                                          |                                                                                                                        | 17     
|                               |                                                                                                 |                                                                                                                        |         |        
|                               | Item 2  Unregistered
 Sales of Equity Securities and Use of Proceeds                           |                                                                                                                        | 17     
|                               |                                                                                                 |                                                                                                                        |        
|                               | Item 3  Defaults upon
 Senior Securities                                                       |                                                                                                                        | 17     
|                               |                                                                                                 |                                                                                                                        |        
|                               | Item 4  Submission of
 Matters to a Vote of Security Holders                                   |                                                                                                                        | 17     
|                               |                                                                                                 |                                                                                                                        |        
|                               | Item 5  Other
 Information                                                                     |                                                                                                                        | 17     
|                               |                                                                                                 |                                                                                                                        |        
|                               | Item 6  Exhibits                                                                               |                                                                                                                        | 17     
|                               |                                                                                                 |                                                                                                                        |        
|Signatures                     |                                                                                                 | 18                                                                                                                    
|                               |                                                                                                 |                                                                                                                       
|Exhibit Index                  |                                                                                                 | 19                                                                                                                    

---



PART 1 
FINANCIAL INFORMATION


Item 1  Financial
Statements


WIRELESS TELECOM GROUP, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS


|                                                                                                                       |  |                |            |                    |   |            |  
|---------------------------------------------------------------------------------------------------------------------- |  | -------------- | ---------- | ------------------ | - | ---------- | -
|                                                                                                                       |  | June 30,
 2009 |            | December 31,
 2008 |  
|                                                                                                                       |  |                |            |                    |  
|                                                                                                                       |  | (unaudited)    |            |                    |  
|- ASSETS -                                                                                                            
|CURRENT ASSETS:                                                                                                        |  |                |            |                    |   |            |  
|Cash and cash equivalents                                                                                              |  | $              | 7,066,929  |                    | $ | 6,627,397  |  
|Investment in short-term U.S. Treasury securities, at
cost                                                             |  |                | 2,036,123  |                    |   | 5,016,092  |  
|Accounts receivable - net of allowance for doubtful
 accounts of $259,932 and $156,913 for 2009 and 2008, respectively |  |                | 9,400,536  |                    |   | 7,278,561  |  
|Income taxes recoverable                                                                                               |  |                | 1,861,000  |                    |   | 1,551,000  |  
|Inventories                                                                                                            |  |                | 9,214,822  |                    |   | 10,028,314 |  
|Deferred income taxes-current                                                                                          |  |                | 361,064    |                    |   | 198,216    |  
|Prepaid expenses and other current assets                                                                              |  |                | 1,367,044  |                    |   | 1,147,999  |  
|                                                                                                                       |  |                |            |                    |   |            |  
|TOTAL CURRENT ASSETS                                                                                                   |  |                | 31,307,518 |                    |   | 31,847,579 |  
|                                                                                                                       |  |                |            |                    |   |            |  
|PROPERTY, PLANT AND EQUIPMENT - NET                                                                                    |  |                | 5,460,189  |                    |   | 5,835,178  |  
|                                                                                                                       |  |                |            |                    |   |            |  
|OTHER ASSETS:                                                                                                          |  |                |            |                    |   |            |  
|Goodwill                                                                                                               |  |                | 1,351,392  |                    |   | 1,351,392  |  
|Deferred income taxes - non-current                                                                                    |  |                | 380,559    |                    |   | 527,599    |  
|Cash surrender value of foreign pension insurance and
 other assets                                                    |  |                | 3,946,393  |                    |   | 3,970,861  |  
|                                                                                                                       |  |                |            |                    |   |            |  
|TOTAL OTHER ASSETS                                                                                                     |  |                | 5,678,344  |                    |   | 5,849,852  |  
|                                                                                                                       |  |                |            |                    |   |            |  
|TOTAL ASSETS                                                                                                           |  | $              | 42,446,051 |                    | $ | 43,532,609 |  
|                                                                                                                       |  |                |            |                    |   |            |  
|                                                                                                                       |  |                |            |                    |   |            |  
|- LIABILITIES AND SHAREHOLDERS EQUITY -                                                                              
|CURRENT LIABILITIES:                                                                                                   |  |                |            |                    |   |            |  
|Accounts payable                                                                                                       |  | $              | 3,092,004  |                    | $ | 3,893,436  |  
|Accrued expenses and other current liabilities                                                                         |  |                | 2,829,455  |                    |   | 2,732,454  |  
|Current portion of note payable - bank                                                                                 |  |                | 367,776    |                    |   | 369,059    |  
|Current portion of mortgage payable                                                                                    |  |                | 61,042     |                    |   | 58,784     |  
|                                                                                                                       |  |                |            |                    |   |            |  
|TOTAL CURRENT LIABILITIES                                                                                              |  |                | 6,350,277  |                    |   | 7,053,733  |  
|                                                                                                                       |  |                |            |                    |   |            |  
|LONG TERM LIABILITIES:                                                                                                 |  |                |            |                    |   |            |  
|Notes payable - bank                                                                                                   |  |                | 1,471,107  |                    |   | 1,660,768  |  
|Mortgage payable                                                                                                       |  |                | 2,803,549  |                    |   | 2,834,645  |  
|Deferred rent payable                                                                                                  |  |                | 103,176    |                    |   | 101,666    |  
|Provision for pension liability and other long term
 liabilities                                                       |  |                | 1,200,164  |                    |   | 1,204,350  |  
|                                                                                                                       |  |                |            |                    |   |            |  
|TOTAL LONG TERM LIABILITIES                                                                                            |  |                | 5,577,996  |                    |   | 5,801,429  |  
|                                                                                                                       |  |                |            |                    |   |            |  
|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,
 28,753,861 shares issued, 25,658,203 shares outstanding   |  |                | 287,539    |                    |   | 287,539    |  
|Additional paid-in-capital                                                                                             |  |                | 37,437,934 |                    |   | 37,259,386 |  
|Retained (deficit)                                                                                                     |  |                | (410,450   | )                  |   | (47,072    | )
|Accumulated other comprehensive income                                                                                 |  |                | 749,569    |                    |   | 724,408    |  
|Treasury stock at cost, 3,095,658 shares                                                                               |  |                | (7,546,814 | )                  |   | (7,546,814 | )
|                                                                                                                       |  |                |            |                    |   |            |  
|TOTAL SHAREHOLDERS EQUITY                                                                                             |  |                | 30,517,778 |                    |   | 30,677,447 |  
|                                                                                                                       |  |                |            |                    |   |            |  
|TOTAL LIABILITIES AND SHAREHOLDERS
 EQUITY                                                                            |  | $              | 42,446,051 |                    | $ | 43,532,609 |  
|                                                                                                                       |  |                |            |                    |   |            |  

See accompanying notes

3

---



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

|                                     |  |                                      |            |                                    |   |            |   |      |            |   |   |            |  
|------------------------------------ |  | ------------------------------------ | ---------- | ---------------------------------- | - | ---------- | - | ---- | ---------- | - | - | ---------- | -
|                                     |  | For the Three Months
 Ended June 30, |            | For the Six Months
 Ended June 30, |  
|                                     |  |                                      |            |                                    |  
|                                     |  | 2009                                 |            | 2008                               |   | 2009       |   | 2008 |           
|                                     |  |                                      |            |                                    |   |            |   |      |           
|                                     |  |                                      |            |                                    |   |            |   |      |            |   |   |            |  
|NET SALES                            |  | $                                    | 11,502,889 |                                    | $ | 13,007,863 |   | $    | 22,864,632 |   | $ | 25,996,427 |  
|                                     |  |                                      |            |                                    |   |            |   |      |            |   |   |            |  
|                                     |  |                                      |            |                                    |   |            |   |      |            |   |   |            |  
|COST OF SALES                        |  |                                      | 5,967,030  |                                    |   | 6,793,331  |   |      | 11,677,687 |   |   | 13,616,173 |  
|                                     |  |                                      |            |                                    |   |            |   |      |            |   |   |            |  
|                                     |  |                                      |            |                                    |   |            |   |      |            |   |   |            |  
|GROSS PROFIT                         |  |                                      | 5,535,859  |                                    |   | 6,214,532  |   |      | 11,186,945 |   |   | 12,380,254 |  
|                                     |  |                                      |            |                                    |   |            |   |      |            |   |   |            |  
|OPERATING EXPENSES                   |  |                                      |            |                                    |   |            |   |      |            |   |   |            |  
|Research and development             |  |                                      | 1,666,806  |                                    |   | 2,047,877  |   |      | 3,557,668  |   |   | 3,920,081  |  
|Sales and marketing                  |  |                                      | 2,581,880  |                                    |   | 2,949,838  |   |      | 5,007,815  |   |   | 5,783,728  |  
|General and administrative           |  |                                      | 1,761,001  |                                    |   | 2,284,130  |   |      | 3,446,360  |   |   | 4,301,161  |  
|                                     |  |                                      |            |                                    |   |            |   |      |            |   |   |            |  
|TOTAL OPERATING EXPENSES             |  |                                      | 6,009,687  |                                    |   | 7,281,845  |   |      | 12,011,843 |   |   | 14,004,970 |  
|                                     |  |                                      |            |                                    |   |            |   |      |            |   |   |            |  
|                                     |  |                                      |            |                                    |   |            |   |      |            |   |   |            |  
|OPERATING (LOSS)                     |  |                                      | (473,828   | )                                  |   | (1,067,313 | ) |      | (824,898   | ) |   | (1,624,716 | )
|                                     |  |                                      |            |                                    |   |            |   |      |            |   |   |            |  
|OTHER (INCOME) EXPENSE               |  |                                      |            |                                    |   |            |   |      |            |   |   |            |  
|Interest (income)                    |  |                                      | (6,080     | )                                  |   | (83,808    | ) |      | (32,004    | ) |   | (191,212   | )
|Interest expense                     |  |                                      | 54,329     |                                    |   | 55,385     |   |      | 108,929    |   |   | 111,022    |  
|Other (income) - net                 |  |                                      | (55,058    | )                                  |   | (291,923   | ) |      | (139,738   | ) |   | (463,161   | )
|                                     |  |                                      |            |                                    |   |            |   |      |            |   |   |            |  
|TOTAL OTHER (INCOME) EXPENSE         |  |                                      | (6,809     | )                                  |   | (320,346   | ) |      | (62,813    | ) |   | (543,351   | )
|                                     |  |                                      |            |                                    |   |            |   |      |            |   |   |            |  
|                                     |  |                                      |            |                                    |   |            |   |      |            |   |   |            |  
|(LOSS) BEFORE INCOME TAXES           |  |                                      | (467,019   | )                                  |   | (746,967   | ) |      | (762,085   | ) |   | (1,081,365 | )
|                                     |  |                                      |            |                                    |   |            |   |      |            |   |   |            |  
|PROVISION (BENEFIT) FOR INCOME TAXES |  |                                      | (390,112   | )                                  |   | 242,849    |   |      | (398,707   | ) |   | 437,428    |  
|                                     |  |                                      |            |                                    |   |            |   |      |            |   |   |            |  
|                                     |  |                                      |            |                                    |   |            |   |      |            |   |   |            |  
|NET (LOSS)                           |  | $                                    | (76,907    | )                                  | $ | (989,816   | ) | $    | (363,378   | ) | $ | (1,518,793 | )
|                                     |  |                                      |            |                                    |   |            |   |      |            |   |   |            |  
|                                     |  |                                      |            |                                    |   |            |   |      |            |   |   |            |  
|NET (LOSS) PER COMMON SHARE:         |  |                                      |            |                                    |   |            |   |      |            |   |   |            |  
|                                     |  |                                      |            |                                    |   |            |   |      |            |   |   |            |  
|BASIC                                |  | $                                    | (0.00      | )                                  | $ | (0.04      | ) | $    | (0.01      | ) | $ | (0.06      | )
|                                     |  |                                      |            |                                    |   |            |   |      |            |   |   |            |  
|                                     |  |                                      |            |                                    |   |            |   |      |            |   |   |            |  
|DILUTED                              |  | $                                    | (0.00      | )                                  | $ | (0.04      | ) | $    | (0.01      | ) | $ | (0.06      | )
|                                     |  |                                      |            |                                    |   |            |   |      |            |   |   |            |  

See accompanying notes

4

---



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

|                                                                                              |  |                                    |            |      |   |            |  
|--------------------------------------------------------------------------------------------- |  | ---------------------------------- | ---------- | ---- | - | ---------- | -
|                                                                                              |  | For the SIx Months
 Ended June 30, |           
|                                                                                              |  |                                    |           
|                                                                                              |  | 2009                               |            | 2008 |  
|                                                                                              |  |                                    |            |      |  
|CASH FLOWS FROM
 OPERATING ACTIVITIES                                                         |  |                                    |            |      |   |            |  
|Net (loss)                                                                                    |  | $                                  | (363,378   | )    | $ | (1,518,793 | )
|Adjustments to reconcile net (loss) to net cash (used for)
 provided by operating activities: |  |                                    |            |      |   |            |  
|Depreciation and amortization                                                                 |  |                                    | 452,288    |      |   | 960,532    |  
|Stock compensation expense                                                                    |  |                                    | 178,548    |      |   | 237,038    |  
|Deferred rent                                                                                 |  |                                    | 1,510      |      |   | (1,988     | )
|Deferred income taxes                                                                         |  |                                    | (15,808    | )    |   | 47,890     |  
|Provision for (recovery from) losses on accounts
 receivable                                  |  |                                    | 99,875     |      |   | (19,525    | )
|Changes in assets and liabilities:                                                            |  |                                    |            |      |   |            |  
|Accounts receivable                                                                           |  |                                    | (1,908,176 | )    |   | 1,582,019  |  
|Inventory                                                                                     |  |                                    | 763,824    |      |   | 2,367,791  |  
|Prepaid expenses and other assets                                                             |  |                                    | (410,168   | )    |   | (372,460   | )
|Accounts payable, accrued expenses and other current
 liabilities                             |  |                                    | (1,022,437 | )    |   | (1,827,740 | )
|Pension liability and other long-term
liabilities                                             |  |                                    |           |      |   | 2,007      |  
|                                                                                              |  |                                    |            |      |   |            |  
|Net cash (used for) provided by operating
 activities                                         |  |                                    | (2,223,922 | )    |   | 1,456,771  |  
|                                                                                              |  |                                    |            |      |   |            |  
|                                                                                              |  |                                    |            |      |   |            |  
|CASH FLOWS FROM
 INVESTING ACTIVITIES                                                         |  |                                    |            |      |   |            |  
|Capital expenditures                                                                          |  |                                    | (55,538    | )    |   | (279,011   | )
|Proceeds from dispositions of property, plant and
 equipment                                  |  |                                    |           |      |   | 19,450     |  
|Proceeds from sale of short term securities -
net                                             |  |                                    | 2,979,969  |      |   |           |  
|                                                                                              |  |                                    |            |      |   |            |  
|Net cash provided by (used for) investing
 activities                                         |  |                                    | 2,924,431  |      |   | (259,561   | )
|                                                                                              |  |                                    |            |      |   |            |  
|                                                                                              |  |                                    |            |      |   |            |  
|CASH FLOWS FROM
 FINANCING ACTIVITIES                                                         |  |                                    |            |      |   |            |  
|Payments of mortgage note                                                                     |  |                                    | (28,838    | )    |   | (26,745    | )
|Payments of bank note payable                                                                 |  |                                    | (174,774   | )    |   |           |  
|Acquisition of treasury stock                                                                 |  |                                    |           |      |   | (477,885   | )
|                                                                                              |  |                                    |            |      |   |            |  
|Net cash (used for) financing activities                                                      |  |                                    | (203,612   | )    |   | (504,630   | )
|                                                                                              |  |                                    |            |      |   |            |  
|                                                                                              |  |                                    |            |      |   |            |  
|Effect of foreign currency on cash and cash
equivalents                                       |  |                                    | (57,365    | )    |   | 75,787     |  
|                                                                                              |  |                                    |            |      |   |            |  
|                                                                                              |  |                                    |            |      |   |            |  
|NET INCREASE IN
 CASH AND CASH EQUIVALENTS                                                    |  |                                    | 439,532    |      |   | 768,367    |  
|                                                                                              |  |                                    |            |      |   |            |  
|Cash and cash equivalents, at beginning of
period                                             |  |                                    | 6,627,397  |      |   | 10,387,250 |  
|                                                                                              |  |                                    |            |      |   |            |  
|                                                                                              |  |                                    |            |      |   |            |  
|CASH AND CASH EQUIVALENTS, AT END OF
 PERIOD                                                  |  | $                                  | 7,066,929  |      | $ | 11,155,617 |  
|                                                                                              |  |                                    |            |      |   |            |  
|                                                                                              |  |                                    |            |      |   |            |  
|SUPPLEMENTAL
 INFORMATION:                                                                    |  |                                    |            |      |   |            |  
|Cash paid during the period for:                                                              |  |                                    |            |      |   |            |  
|Taxes                                                                                         |  | $                                  | 257,850    |      | $ | 577,840    |  
|                                                                                              |  |                                    |            |      |   |            |  
|Interest                                                                                      |  | $                                  | 148,881    |      | $ | 111,770    |  

See accompanying notes

5

---



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

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING
PRINCIPLES AND POLICIES

| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | The condensed,
 consolidated balance sheet as of June 30, 2009 and the condensed, consolidated
 statements of operations for the three and six month periods ended June 30,
 2009 and 2008 and the condensed, consolidated statements of cash flows for
 the six month periods ended June 30, 2009 and 2008 have been prepared by the
 Company without audit. The condensed, consolidated financial statements
 include the accounts of Wireless Telecom Group, Inc. and its wholly-owned
 subsidiaries Boonton Electronics Corporation, Microlab/FXR, Willtek
 Communications GmbH, WTG Foreign Sales Corporation and NC Mahwah, Inc.,
 collectively the Company. All significant intercompany transactions and
 balances have been eliminated in consolidation.
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| | 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 preparation of
 financial statements in conformity with accounting principles generally
 accepted in the United States of America (US GAAP) requires management to
 make estimates and assumptions that affect the reported amounts of assets and
 liabilities (including inventory valuation, accounts receivable valuation, valuation
 of deferred tax assets, accrued warranty expense and estimated fair values of
 stock options) and disclosure of contingent assets and liabilities at the
 date of the financial statements and reported amounts of net revenue and
 expenses during the reporting period. Actual results could differ from those
 estimates.                                                                                          
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| | 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, 2008. Specific reference is made to that report since
 certain information and footnote disclosures normally included in financial
 statements in accordance with US GAAP have been condensed or omitted from
 this report.                                                                                                                                                                                                                                                                                                                                            
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| | The results of
 operations for the three and six-month periods ended June 30, 2009 and 2008
 are not necessarily indicative of the results to be expected for the full
 year.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| | Financial
 instruments that potentially subject the Company to concentrations of credit
 risk consist principally of cash and U.S. treasury investments and accounts
 receivable.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| | At June 30, 2009
 and December 31, 2008, an unrelated customer represented 34% and less than 1%
 of the outstanding accounts receivable balance, respectively. Sales to this
 unrelated customer accounted for approximately 29% and 28% of sales,
 respectively, for the three and six months ended June 30, 2009 and
 approximately 12% and 9% of sales, respectively, for the three and six months
 ended June 30, 2008.                                                                                                                                                                                                                                                                                                                                        
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| | The Company
 maintains significant cash investments primarily with three financial
 institutions, which at times may exceed federally insured limits. The Company
 performs periodic evaluations of the relative credit rating of these
 institutions as part of its investment strategy.                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| | Concentrations of
 credit risk with respect to accounts receivable are limited due to the
 Companys large customer base. However, at June 30, 2009, primarily all of
 the Companys receivables do pertain to the telecommunications industry.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| | The carrying amounts
 of cash and cash equivalents, short-term investments, trade receivables,
 other current assets and accounts payable approximate fair value due to the
 short-term nature of these instruments. The carrying value of mortgage and
 notes payable approximate fair value based on their terms which reflect
 market conditions existing as of June 30, 2009.                                                                                                                                                                                                                                                                                                                                                                                  
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| | The Company
 considers all highly liquid investments purchased with an original maturity
 of three months or less to be cash equivalents. Cash and cash equivalents
 consist of bank and money market accounts.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    

6

---



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

|                                                                                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|------------------------------------------------------------------------------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|NOTE
 1 - SUMMARY OF SIGNIFICANT ACCOUNTING PRINCIPLES AND POLICIES (Continued)
|                                                                               
|                                                                                | The Company classifies
 investments as short-term investments if their original or remaining
 maturities are greater than three months and their remaining maturities are
 one year or less. As of June 30, 2009, the Company had approximately
 $1,000,000 and $996,000 invested in U.S. treasury bills with maturity dates
 of August 6, 2009 and November 19, 2009, respectively.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|                                                                                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|                                                                                | The Company has
 evaluated subsequent events through August 13, 2009, which is the date on
 which these condensed, consolidated financial statements were issued.
 Subsequent to June 30, 2009, the Company received cash payment in the amount
 of $3,281,961 from the unrelated customer discussed above. This payment
 satisfied 100% of the customers open accounts receivable balance at June 30,
 2009. The Company has determined that there were no other subsequent events
 or transactions which would require recognition or disclosure in the
 condensed, consolidated financial statements.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|                                                                                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|                                                                                | Certain prior
 period information has been reclassified to conform to the current periods
 reporting presentation.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|                                                                                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|NOTE
 2  RECENT ACCOUNTING PRONOUNCEMENTS                                     
|                                                                               
|                                                                                | In June 2009, the
 FASB issued SFAS No. 168, The FASB Accounting Standards Codification and
 the Hierarchy of Generally Accepted Accounting Principles (SFAS 168). SFAS
 168 established the FASB Accounting Standards Codification
 (Codification), which officially launched July 1, 2009, to become the
 source of authoritative U.S. generally accepted accounting principles
 (GAAP) recognized by the FASB to be applied by nongovernmental entities.
 Rules and interpretive releases of the Securities and Exchange Commission
 (SEC) under authority of federal securities laws are also sources of
 authoritative U.S. GAAP for SEC registrants. The subsequent issuances of new
 standards will be in the form of Accounting Standards Updates that will be
 included in the Codification. Generally, the Codification is not expected to
 change U.S. GAAP. All other accounting literature excluded from the
 Codification will be considered non-authoritative. SFAS 168 is effective for
 financial statements issued for interim and annual periods ending after
 September 15, 2009. The Company will adopt SFAS 168 for the quarter ending
 September 30, 2009. The Company is currently evaluating the effect on its financial
 statement disclosures as all future references to authoritative accounting
 literature will be references in accordance with the Codification.
|                                                                                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|                                                                                | In April 2009, the
 FASB issued FSP No. FAS 107-1 and APB 28-1, Interim Disclosures about Fair
 Value of Financial Instruments. This FSP essentially expands the disclosure
 about fair value of financial instruments that were previously required only
 annually to also be required for interim period reporting. In addition, the
 FSP requires certain additional disclosures regarding the methods and
 significant assumptions used to estimate fair value of financial instruments.
 This FSP was effective for the Company beginning April 1, 2009 on a
 prospective basis. The additional disclosures required by this standard are
 included in Note 1.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|                                                                                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|                                                                                | In March 2008, the
 FASB issued SFAS No. 161, Disclosures about Derivative Instruments and
 Hedging Activities an amendment of FASB Statement No. 133, which amends and
 expands the disclosure requirements of SFAS 133 to require qualitative
 disclosure about objectives and strategies for using derivatives,
 quantitative disclosures about fair value amounts of gains and losses on
 derivative instruments, and disclosures about credit-risk-related contingent
 features in derivative agreements. This statement became effective for the
 Company beginning in fiscal 2009 and did not have an impact on the Companys
 condensed consolidated financial statements.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|                                                                                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|                                                                                | In December 2007,
 the FASB issued two new statements: (a.) SFAS No. 141 (revised 2007),
 Business Combinations, and (b.) No. 160 Non controlling Interests in
 Consolidated Financial Statements. These statements became effective for
 fiscal years beginning after December 15, 2008. The application of these
 standards is intended to improve, simplify and converge internationally the
 accounting for business combinations and the reporting of non-controlling
 interests in consolidated financial statements. Effective January 2009, the
 Company adopted SFAS 141(R) and SFAS 160. The adoption of these standards did
 not have any impact on its condensed consolidated financial statements.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            

7

---



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

|                                                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|------------------------------------------------------ | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|NOTE 2  RECENT
 ACCOUNTING PRONOUNCEMENTS (Continued)
|                                                      
|                                                       | (a.) SFAS No. 141(R) requires an
 acquiring entity in a business combination to: (i) recognize all (and only)
 the assets acquired and the liabilities assumed in the transaction, (ii)
 establish an acquisition-date fair value as the measurement objective for all
 assets acquired and the liabilities assumed, and (iii) disclose to investors
 and other users all of the information they will need to evaluate and
 understand the nature of, and the financial effect of, the business
 combination, and, (iv) recognize and measure the goodwill acquired in the
 business combination or a gain from bargain purchase.                                                                        
|                                                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|                                                       | (b.) SFAS No. 160 is intended to
 improve the relevance, comparability and transparency of financial
 information provided to investors by requiring all entities to: (i) report
 non-controlling (minority) interests in subsidiaries in the same manner, as
 equity but separate from the parents equity, in consolidated financial
 statements, (ii) net income attributable to the parent and to the
 non-controlling interest must be clearly identified and presented on the face
 of the consolidated statement of income, and (iii) any changes in the
 parents ownership interest while the parent retains the controlling
 financial interest in its subsidiary be accounted for consistently.
|                                                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|NOTE 3  INCOME
 TAXES                                
|                                                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|                                                       | The Company records deferred
 taxes in accordance with SFAS No. 109, Accounting for Income Taxes (SFAS 109). This statement requires
 recognition of deferred tax assets and liabilities for temporary differences
 between the tax basis of assets and liabilities and the amounts at which they
 are carried in the financial statements, based upon the enacted tax rates in
 effect for the year in which the differences are expected to reverse. The
 Company establishes a valuation allowance when necessary to reduce deferred
 tax assets to the amount expected to be realized.                                                                                                            
|                                                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|                                                       | The Company periodically assesses
 the value of its deferred tax asset, which has been generated by a history of
 net operating losses and determines the necessity for a valuation allowance.
 The Company evaluates which portion, if any, will more likely than not be
 realized by offsetting future taxable income, taking into consideration any
 limitations that may exist on its use of its net operating loss carryforwards.                                                                                                                                                                                                                                                                    
|                                                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|                                                       | The income tax benefit for the
 three and six-months ended June 30, 2009 is primarily due to adjustments
 recorded for the recoverability of taxes paid in prior periods. The income
 tax provision for the three and six-months ended June 30, 2008 results from
 operating income derived from the Companys U.S. business entities and the
 net reduction of certain deferred tax benefits.                                                                                                                                                                                                                                                                                                            
|                                                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|NOTE 4 - INCOME
 (LOSS) PER COMMON SHARE              
|                                                      
|                                                       | Basic earnings (loss) per share
 is calculated by dividing income (loss) available to common shareholders by
 the weighted average number of shares of common stock outstanding during the
 period. Diluted earnings (loss) per share are calculated by using the
 weighted average number of shares of common stock outstanding and, when dilutive,
 potential shares from stock options and warrants to purchase common stock,
 using the treasury stock method.                                                                                                                                                                                                                                        

|                                                               |  |                              |  |                            |  |            |  |            | 
|-------------------------------------------------------------- |  | ---------------------------- |  | -------------------------- |  | ---------- |  | ---------- | 
|                                                               |  | Three Months Ended
 June 30, |  | Six Months Ended
 June 30, | 
|                                                               |  | 2009                         |  | 2008                       |  | 2009       |  | 2008       | 
|                                                               |  |                              |  |                            |  |            |  |            | 
|                                                              
|Weighted average common shares
 outstanding                    |  | 25,658,203                   |  | 25,665,775                 |  | 25,658,203 |  | 25,767,240 | 
|Potentially dilutive stock
 options                            |  |                             |  |                           |  |           |  | 22,814     | 
|                                                               |  |                              |  |                            |  |            |  |            | 
|Weighted average common shares
 outstanding, assuming dilution |  | 25,658,203                   |  | 25,665,775                 |  | 25,658,203 |  | 25,790,054 | 
|                                                               |  |                              |  |                            |  |            |  |            | 

| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Common stock options were
 included in the diluted earnings (loss) per share calculation for the six
 months ended June 30, 2008 due to certain option exercise prices being
 greater than the average market price of the common shares for the periods
 presented. The weighted average number of potentially dilutive shares not
 included in diluted earnings (loss) per share for the three months ended June
 30, 2009 and 2008 was 3,336,967 and 3,513,984, respectively. For the six
 months ended June 30, 2009 and 2008, the weighted average number of
 potentially dilutive shares not included in diluted earnings (loss) per share
 was 3,336,967 and 3,508,495, respectively.

8

---



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

|                               |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|------------------------------ | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|NOTE
 5  SHAREHOLDERS EQUITY
|                              
|                               | On January 17,
 2008 the Board of Directors authorized the repurchase of up to 5% of the
 Companys outstanding common stock. The stock repurchase authorization does
 not have an expiration date and the timing and amount of shares repurchased
 will be determined by a number of factors including the levels of cash
 generation from operations, cash requirements for investments, and current
 share price. During the first six-months ended June 30, 2008, the Company repurchased
 295,958 shares at a cost of $477,885. The Company did not repurchase shares
 during the six months ended June 30, 2009. The stock repurchase program is
 still active and may be modified or discontinued at any time.
|                               |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|                               | Comprehensive
 income (loss) represents changes in equity during a period, except those
 resulting from investments by owners and distributions to owners. During the
 six-months ended June 30, 2009 and 2008, other comprehensive income (loss)
 consisted of foreign currency translation gains and losses. The net amounts
 recognized in other comprehensive income (loss) was $245,374 and $(9,272) for
 the three-months ended June 30, 2009 and 2008, respectively, and $25,161 and
 $(20,680) for the six-months ended June 30, 2009 and 2008, respectively.                                                                                                                                                

|                                   |  |                                      |         |                                    |   |          |   |      |          |   |   |            |  
|---------------------------------- |  | ------------------------------------ | ------- | ---------------------------------- | - | -------- | - | ---- | -------- | - | - | ---------- | -
|                                   |  | For the Three Months
 Ended June 30, |         | For the Six Months
 Ended June 30, |  
|                                   |  | 2009                                 |         | 2008                               |   | 2009     |   | 2008 |         
|                                   |  |                                      |         |                                    |   |          |   |      |         
|                                  
|Net income (loss)                  |  | $                                    | (76,907 | )                                  | $ | (989,816 | ) | $    | (363,378 | ) | $ | (1,518,793 | )
|Other comprehensive income
(loss): |  |                                      |         |                                    |   |          |   |      |          |   |   |            |  
|Foreign currency gain
(loss)       |  |                                      | 245,374 |                                    |   | (9,272   | ) |      | 25,161   |   |   | (20,680    | )
|                                   |  |                                      |         |                                    |   |          |   |      |          |   |   |            |  
|Comprehensive
 income (loss)       |  | $                                    | 168,467 |                                    | $ | (999,088 | ) | $    | (338,217 | ) | $ | (1,539,473 | )
|                                   |  |                                      |         |                                    |   |          |   |      |          |   |   |            |  

|                      |                                                                                                                                           
|--------------------- | ------------------------------------------------------------------------------------------------------------------------------------------
|NOTE
 6  INVENTORIES
|                     
|                      | Inventory carrying
 value is net of inventory reserves of $2,797,256 and $2,729,259 at June 30,
 2009 and December 31, 2008, respectively.
|                      |                                                                                                                                           
|                      | Inventories
 consist of:                                                                                                                  

|                |  |                |           |                    |   |            | 
|--------------- |  | -------------- | --------- | ------------------ | - | ---------- | 
|                |  | June 30,
 2009 |           | December 31,
 2008 |  
|                |  |                |           |                    |  
|                |  |                |           |                    |   |            | 
|Raw materials   |  | $              | 4,774,910 |                    | $ | 4,969,592  | 
|Work-in-process |  |                | 2,077,897 |                    |   | 2,223,859  | 
|Finished goods  |  |                | 2,362,015 |                    |   | 2,834,863  | 
|                |  |                |           |                    |   |            | 
|                |  | $              | 9,214,822 |                    | $ | 10,028,314 | 
|                |  |                |           |                    |   |            | 

|                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|------------------ | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|NOTE
 7 - GOODWILL
|                  
|                   | The Company
 reviews its goodwill for impairment whenever events or changes in
 circumstances indicate that the carrying amount of these assets may not be
 recoverable, and also reviews goodwill annually in accordance with Statement
 of Financial Accounting Standard (SFAS) No. 142. The process of evaluating
 the potential impairment of goodwill is ongoing, subjective and requires
 significant judgment and estimates regarding future cash flows and forecasts.
 Goodwill represents the excess of the cost of an acquisition over fair value
 of net assets acquired. Testing for the impairment of goodwill involves a two
 step process. The first step of the impairment test requires the comparing of
 a reporting units fair value to its carrying value. If the carrying value is
 less than the fair value, no impairment exists and the second step is not
 performed. If the carrying value is higher than the fair value, there is an
 indication that impairment may exist and the second step must be performed to
 compute the amount of the impairment. In the second step, the impairment is
 computed by estimating the fair values of all recognized and unrecognized
 assets and liabilities of the reporting unit and comparing the implied fair
 value of reporting unit goodwill with the carrying amount of that units
 goodwill. At June 30, 2009 and December 31, 2008, goodwill is attributable to
 one of the Companys reporting units, Microlab/FXR.

9

---



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

|                                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|------------------------------------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|NOTE 8 -
ACCOUNTING FOR STOCK OPTIONS
|                                     
|                                      | The Company
 follows the provisions of SFAS 123(R), Share-Based Payment. The Companys
 results for the three and six-month periods ended June 30, 2009 include
 share-based compensation expense totaling $89,274 and $178,548, respectively.
 Results for the three and six-month periods ended June 30, 2008 include
 share-based compensation expense of $118,519 and $237,038, respectively. Such
 amounts have been included in the Condensed Consolidated Statements of
 Operations within operating expenses.                                                                                                                                                                                                                                                                                        
|                                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|                                      | Stock option
 compensation expense relative to serviced-based options is the estimated fair
 value of options granted, amortized on a straight-line basis over the
 requisite service period. Stock option compensation expense relating to
 performance-based options is the estimated fair value of options granted, recognized
 when stated performance targets are achieved.                                                                                                                                                                                                                                                                                                                                                                                                                               
|                                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|                                      | The fair value of
 options is estimated at the date of grant using the Black-Scholes option
 pricing model. For the options granted, the Company took into consideration
 guidance under SFAS 123(R) and SEC Staff Accounting Bulletin No. 107 (SAB
 107) when reviewing and updating assumptions. The expected option life is
 derived from assumed exercise rates based upon historical exercise patterns
 and represents the period of time that options granted are expected to be
 outstanding. The expected volatility is based upon historical volatility of
 our shares using weekly price observations over an observation period of
 three years. The risk-free rate is based on the U.S. treasury yield curve
 rate in effect at the time of grant for periods similar to the expected
 option life.
|                                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|                                      | The Company did
 not grant stock options during the six-months ended June 30, 2009. However,
 during the six-months ended June 30, 2008, the Company granted 880,000
 performance-based options at an exercise price of $1.42. No stock options
 were exercised, forfeited or canceled during the six-months ended June 30,
 2009. During the six-months ended June 30, 2008, no stock options were
 exercised, 22,500 options were forfeited and 37,520 options were canceled. At
 June 30, 2009, the total number of stock option shares outstanding, which
 includes both service-based and performance-based options, was 3,336,967.                                                                                                                                                                       
|                                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|                                      | The following
 table represents our service-based stock options granted, exercised, forfeited
 and canceled during the first six months of 2009:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               

|                               |  |                   |  |                                              |      |                                                 |     |                           |   | 
|------------------------------ |  | ----------------- |  | -------------------------------------------- | ---- | ----------------------------------------------- | --- | ------------------------- | - | 
|                               |  | Number of
 Shares |  | Weighted
 Average
 Exercise
 Price per share |      | Weighted
 Average
 Remaining
 Contractual
 Term |     | AggregateIntrinsic
 Value |  
|                               |  |                   |  |                                              |      |                                                 |     |                           |  
|Service-based Stock Options    |  | 2,456,967         |  | $                                            | 2.55 |                                                 |     |                           |   | 
|Outstanding at January 1,
2009 |  |                   |  |                                              |      |                                                 |     |                           |   | 
|Granted                        |  |                   |  |                                              |      |                                                 |     |                           |   | 
|Exercised                      |  |                  |  |                                              |      |                                                 |     |                           |   | 
|Forfeited                      |  |                  |  |                                              |      |                                                 |     |                           |   | 
|Canceled                       |  |                  |  |                                              |      |                                                 |     |                           |   | 
|                               |  |                   |  |                                              |      |                                                 |     |                           |   | 
|Outstanding at June 30, 2009   |  | 2,456,967         |  | $                                            | 2.55 |                                                 | 4.6 |                           |  | 
|                               |  |                   |  |                                              |      |                                                 |     |                           |   | 
|                               |  |                   |  |                                              |      |                                                 |     |                           |   | 
|Exercisable at June 30, 2009   |  | 1,885,467         |  | $                                            | 2.55 |                                                 | 3.8 |                           |  | 
|                               |  |                   |  |                                              |      |                                                 |     |                           |   | 

10

---



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

NOTE 8 - ACCOUNTING FOR STOCK OPTIONS
(Continued)

| |                                                                                                                                                     
| | ----------------------------------------------------------------------------------------------------------------------------------------------------
| | The following table represents
 our performance-based stock options granted, exercised, forfeited and
 canceled during the first six months of 2009:

|                                 |  |                    |         |                                              |  |                                                  |      |                             |     |  |  |   | 
|-------------------------------- |  | ------------------ | ------- | -------------------------------------------- |  | ------------------------------------------------ | ---- | --------------------------- | --- |  |  | - | 
|                                 |  | Number of 
 Shares |         | Weighted
 Average
 Exercise
 Price per share |  | Weighted
 Average
 Remaining
 Contractual 
 Term |      | Aggregate
 Intrinsic
 Value |    
|                                 |  |                    |         |                                              |  |                                                  |      |                             |    
|Performance-based
 Stock Options |  |                    |         |                                              |  |                                                  |      |                             |     |  |  |   | 
|Outstanding at
 January 1, 2009  |  |                    | 880,000 |                                              |  | $                                                | 1.42 |                             |     |  |  |   | 
|Granted                          |  |                    |        |                                              |  |                                                  |      |                             |     |  |  |   | 
|Exercised                        |  |                    |        |                                              |  |                                                  |      |                             |     |  |  |   | 
|Forfeited                        |  |                    |        |                                              |  |                                                  |      |                             |     |  |  |   | 
|Canceled                         |  |                    |        |                                              |  |                                                  |      |                             |     |  |  |   | 
|                                 |  |                    |         |                                              |  |                                                  |      |                             |     |  |  |   | 
|Outstanding at
 June 30, 2009    |  |                    | 880,000 |                                              |  | $                                                | 1.42 |                             | 8.8 |  |  |  | 
|                                 |  |                    |         |                                              |  |                                                  |      |                             |     |  |  |   | 
|                                 |  |                    |         |                                              |  |                                                  |      |                             |     |  |  |   | 
|Exercisable at
 June 30, 2009    |  |                    |        |                                              |  |                                                  |     |                             |    |  |  |  | 
|                                 |  |                    |         |                                              |  |                                                  |      |                             |     |  |  |   | 

| |                                                                                                                                                                                
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | The unearned compensation related
 to Company granted service-based and performance-based incentive stock
 options as of June 30, 2009, is $519,533 and $556,766, respectively.

NOTE 9  SEGMENT INFORMATION: REGIONAL ASSETS
AND SALES

| |                                                                                                                                                                       
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | The Company, in accordance with
 SFAS No. 131 Disclosures about Segments of an Enterprise and Related
 Information, has disclosed the following segment information:

|                                     |  |                      |           |                          |   |           | 
|------------------------------------ |  | -------------------- | --------- | ------------------------ | - | --------- | 
|Property, Plant
 and Equipment - net |  | As of June 30,
 2009 |           | As of December 31,
 2008 |  
|                                     |  |                      |           |                          |  
|United States                        |  | $                    | 4,623,156 |                          | $ | 4,858,059 | 
|Europe                               |  |                      | 837,033   |                          |   | 977,119   | 
|                                     |  |                      |           |                          |   |           | 
|                                     |  | $                    | 5,460,189 |                          | $ | 5,835,178 | 
|                                     |  |                      |           |                          |   |           | 

|                                    |  |                                      |            |                                    |   |            |  |      |            |  |   |            | 
|----------------------------------- |  | ------------------------------------ | ---------- | ---------------------------------- | - | ---------- |  | ---- | ---------- |  | - | ---------- | 
|                                    |  | For the Three Months
 Ended June 30, |            | For the Six Months
 Ended June 30, |  
|Revenues by region                  |  | 2009                                 |            | 2008                               |   | 2009       |  | 2008 |           
|                                    |  |                                      |            |                                    |   |            |  |      |           
|Americas                            |  | $                                    | 7,153,445  |                                    | $ | 7,171,540  |  | $    | 14,766,417 |  | $ | 13,853,814 | 
|Europe,
 Middle East, Africa (EMEA) |  |                                      | 3,508,002  |                                    |   | 4,355,989  |  |      | 6,333,408  |  |   | 9,465,882  | 
|Asia                                |  |                                      | 841,442    |                                    |   | 1,480,334  |  |      | 1,764,807  |  |   | 2,676,731  | 
|                                    |  |                                      |            |                                    |   |            |  |      |            |  |   |            | 
|                                    |  | $                                    | 11,502,889 |                                    | $ | 13,007,863 |  | $    | 22,864,632 |  | $ | 25,996,427 | 
|                                    |  |                                      |            |                                    |   |            |  |      |            |  |   |            | 

| |                                                                                                   
| | --------------------------------------------------------------------------------------------------
| | Net sales are attributable to a
 geographic area based on the destination of the product shipment.

NOTE 10 - COMMITMENTS AND CONTINGENCIES

| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Following an investigation by the
 New Jersey Department of Environmental Protection (NJDEP) in 1982, of the
 waste disposal practices at a certain site formerly leased by Boonton, the
 Company put a ground water management plan into effect as approved by the
 NJDEP. Costs associated with this site are charged directly to income as
 incurred. The owner of this site has notified the Company that if the NJDEP
 investigation proves to have interfered with a sale of the property, the
 owner may seek to hold the Company liable for any loss it suffers as a
 result. However, corporate counsel has informed management that, in their
 opinion, the owner would not prevail in any lawsuit filed due to the
 imposition by law of the statute of limitations. The Company will continue to
 be liable under the plan, in all future years, until such time as the NJDEP
 releases it from all obligations applicable thereto.
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | The Company is subject to
 contingent liabilities for employee notice and severance payments for any
 actions taken by management to restructure or reduce employees in Germany,
 the United States or other worldwide locations. These payments could have a
 significantly negative impact on the Companys cash flow and results of operations.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             

11

---



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, Microlab/FXR and Willtek Communications GmbH, (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, high-power passive microwave components and
handset production testers for wireless products. The Companys products have
historically been primarily used to test the performance and capability of
cellular/PCS and satellite communication systems and to measure the power of RF
and microwave systems. Other applications include radio, radar, wireless local
area network (WLAN) and digital television.

The
financial information presented herein includes:

(i)
Condensed Consolidated Balance Sheets as of June 30, 2009 (unaudited) and as of
December 31, 2008 (ii) Condensed Consolidated Statements of Operations for the
three and six-month periods ended June 30, 2009 (unaudited) and 2008
(unaudited) and (iii) Condensed Consolidated Statements of Cash Flows for the
six month periods ended June 30, 2009 (unaudited) and 2008 (unaudited).

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 condensed 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.

12

---



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

Share-Based
Compensation

The Company follows the provisions of Statement of Financial Accounting
Standards SFAS 123(R), Share-Based Payment. The fair value of options at
the date of grant was estimated using the Black-Scholes option pricing model.
For the performance-based options granted in 2008, the Company took into
consideration guidance under SFAS 123(R) and SEC Staff Accounting Bulletin
No. 107 (SAB 107) when reviewing and updating assumptions. The expected
option life is derived from assumed exercise rates based upon historical
exercise patterns and represents the period of time that options granted are
expected to be outstanding. The expected volatility is based upon historical
volatility of our shares using weekly price observations over an observation
period of three years. The risk-free rate is based on the U.S. treasury yield
curve rate in effect at the time of grant for periods similar to the expected
option life. Due to the Companys history with respect to incentive stock
options, the estimate of forfeitures included in the option valuation was zero.

Revenue
Recognition

Revenue
from product shipments, including shipping and handling fees, is recognized
once delivery has occurred provided that persuasive evidence of an arrangement
exists, the price is fixed or determinable, and collectibility is reasonably
assured. Delivery is considered to have occurred when title and risk of loss
have transferred to the customer. Sales to international distributors are
recognized in the same manner. If title does not pass until the product reaches
the customers delivery site, then recognition of revenue is deferred until
that time. There are no formal sales incentives offered to any of the Companys
customers. Volume discounts may be offered from time to time to customers
purchasing large quantities on a per transaction basis. There are no special
post shipment obligations or acceptance provisions that exist with any sales
arrangements.

Valuation
of Inventory

Raw
material inventories are stated at the lower of cost (first-in, first-out
method) or market. Finished goods and work-in-process are valued at average
cost of production, which includes material, labor and manufacturing expenses.

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. A key consideration
in estimating the allowance for doubtful accounts has been, and will continue
to be, our customers payment history and aging of its accounts receivable
balance. If the financial condition of any of its customers were to decline,
additional allowances might be required.

Income Taxes

As part of
the process of preparing the condensed 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
condensed 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
condensed consolidated statements of operations, additional tax expense may be
recorded.

13

---



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

Valuation of goodwill

The Company
reviews its goodwill for impairment whenever events or changes in circumstances
indicate that the carrying amount of these assets may not be recoverable, and
also reviews goodwill annually in accordance with SFAS No. 142. The process of
evaluating the potential impairment of goodwill is ongoing, subjective and
requires significant judgment and estimates regarding future cash flows and
forecasts. Goodwill represents the excess of the cost of an acquisition over
fair value of net assets acquired. Testing for the impairment of goodwill
involves a two step process. The first step of the impairment test requires the
comparing of a reporting units fair value to its carrying value. If the
carrying value is less than the fair value, no impairment exists and the second
step is not performed. If the carrying value is higher than the fair value,
there is an indication that impairment may exist and the second step must be
performed to compute the amount of the impairment. In the second step, the
impairment is computed by estimating the fair values of all recognized and
unrecognized assets and liabilities of the reporting unit and comparing the
implied fair value of reporting unit goodwill with the carrying amount of that
units goodwill. At June 30, 2009 and December 31, 2008, goodwill is
attributable to one of the Companys reporting units, Microlab/FXR.

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, 2008.

For the
six-months ended June 30, 2009 as compared to the corresponding period of the
previous year, net sales decreased to approximately $22,865,000 from
approximately $25,996,000 a decrease of approximately $3,131,000 or 12.0%. For
the three-months ended June 30, 2009 as compared to the corresponding period of
the previous year, net sales decreased to approximately $11,503,000 from
approximately $13,008,000 a decrease of approximately $1,505,000 or 11.6%.
These decreases are primarily due to an overall softness in the wireless
handset market. Further, for the periods presented herein, a significant
percentage of the resulting sales are attributable to an unrelated customer.
Sales to this unrelated customer accounted for approximately 29% and 28% of
sales, respectively, for the three and six months ended June 30, 2009 and
approximately 12% and 9% of sales, respectively, for the three and six months
ended June 30, 2008.

Gross
profit on net sales for the six-months ended June 30, 2009 was approximately
$11,187,000 or 48.9% as compared to approximately $12,380,000 or 47.6% of net
sales for the six-months ended June 30, 2008. Gross profit on net sales for the
three-months ended June 30, 2009 was approximately $5,536,000 or 48.1% as
compared to approximately $6,215,000 or 47.8% of net sales for the three-months
ended June 30, 2008. Gross profit margins are higher primarily due to more
favorable product mix, particularly in the Companys foreign subsidiary, and
lower manufacturing labor and 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 six-months ended June 30, 2009 were approximately $12,012,000
or 53% of net sales as compared to approximately $14,005,000 or 54% of net
sales for the six-months ended June 30, 2008. Operating expenses for the
quarter ended June 30, 2009 were approximately $6,010,000 or 52% as compared
    to approximately $7,282,000 or 56% of net sales for the quarter ended June
    30, 2008. Operating expenses are lower during the first six months of 2009
primarily due to a reduction in headcount, lower professional and consulting
    fees and positive effects on the Companys expenses due to lower average foreign currency
exchange rates. Additionally, due to the Companys decision to write-off of its
intangible assets at December 31, 2008, no intangible amortization expense was
incurred during 2009. During the first quarter of 2009, the Company made a
decision to shift some of its research and development to a consultant in the
U.S. The objective of this decision is both to improve our competitive position
and to further improve operating results in future periods. Additionally,
during the first quarter of 2008, the Company implemented a cost reduction plan
to bring operations spending more closely in line with near-term market
conditions.

14

---



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

Interest
income decreased by approximately $78,000 for the three-months ended June 30,
2009 as compared to the corresponding period of the previous year. For the
six-month period ended June 30, 2009, interest income decreased by
approximately $159,000 as compared to the corresponding period of the previous
year. These decreases were primarily due to lower interest rates and lower
average cash and short-term investment balances, and consequently lower
returns, in a working capital management account.

For the
three and six-months ended June 30, 2009, other income decreased by
approximately $237,000 and $323,000, respectively. These decreases were
primarily due to non-operating income realized in the second quarter of 2008
relating to the partial recovery of a preferred stock investment previously
written-off in a prior period.

For the
six-months ended June 30, 2009, the Company incurred a net (loss) of
approximately $(363,000), or $(.01) per share basic and diluted, as compared to
a net (loss) of approximately $(1,519,000), or $(.06) per share basic and
diluted for the six-months ended June 30, 2008. For the three-months ended
June 30, 2009, the Company incurred a net (loss) of approximately $(77,000), or
$(.00) per share basic and diluted, as compared to a net (loss) of approximately
$(990,000), or $(.04) per share basic and diluted for the three-months ended
June 30, 2008. The explanation of the change in net (loss) can be derived from
the operations analysis given above for the three and six-month periods ending
June 30, 2009 and 2008, respectively.

LIQUIDITY AND CAPITAL RESOURCES:

The
Companys working capital has increased by approximately $163,000 to
approximately $24,957,000 at June 30, 2009, from approximately $24,794,000 at
December 31, 2008. At June 30, 2009 the Company had a current ratio of 4.9 to
1, and a ratio of debt to tangible net worth of .4 to 1. At December 31, 2008,
the Company had a current ratio of 4.6 to 1, and ratio of debt to tangible net
worth of .4 to 1.

The Company
had a combined cash and short-term investment balance of approximately
$9,103,000 at June 30, 2009, compared to approximately $11,643,000 at December
31, 2008. The Company believes its current level of cash and short-term
investments is sufficient enough to fund the current operating, investing and
financing activities. The Company believes the full benefit of the cost actions
taken over the past twelve months, along with additional productivity
initiatives in process, will further reduce our cost structure and will bring
expenses in-line with the near-term market dynamics.

The Company
used cash for operating activities of approximately $2,224,000 for the
six-month period ending June 30, 2009. The use of this cash for operations was
primarily due to an increase in accounts receivable, a decrease in accounts
payable, accrued expenses and other current liabilities, and an increase in
prepaid expenses and other assets, partially off-set by a decrease in
inventory.

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.

The Company
realized cash from operating activities of approximately $1,457,000 for the
six-month period ending June 30, 2008. The primary source of this cash was due
to a decrease in inventory and a decrease in accounts receivable, partially
off-set by a decrease in accounts payable, accrued expenses and other current
liabilities, an increase in prepaid expenses and other assets and a decrease in
income taxes payable.

Net cash
provided by investing activities for the six-months ended June 30, 2009 was
approximately $2,924,000. The primary source of these funds was from the sale
of short-term securities, off-set by capital expenditures. For the six-months
ended 2008, net cash used for investing activities was approximately $260,000.
The use of these funds was for capital expenditures, off-set by proceeds from
the dispositions of property, plant and equipment.

Cash used
for financing activities for the six-months ended June 30, 2009 was
approximately $204,000. The use of these funds was for the periodic payments of
a bank loan and a mortgage note. Cash used for financing activities for the
six-months ended June 30, 2008 was approximately $505,000. The use of these
funds was for the acquisition of treasury stock and the periodic payment of a
mortgage note.

15

---



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

On January
17, 2008, the Companys Board of Directors authorized the repurchase of up to
5% of the Companys common stock. The stock repurchase authorization does not
have an expiration date and the timing and amount of shares will be determined
by a number of factors including the levels of cash generation from operations,
cash requirements for investments, and current share price. During the first
six-months ended June 30, 2008, the Company repurchased 295,958 shares at a
cost of $477,885. The Company did not repurchase shares during the six-months
ended June 30, 2009. The stock repurchase program may be modified or discontinued
at any time.

The Company
believes that its financial resources from working capital provided by
operations are adequate to meet its current needs. However, should current
global economic conditions continue to deteriorate, additional working capital
funding may be required which may be difficult to obtain due to restrictive
credit markets.

INFLATION AND
SEASONALITY

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

ITEM 3 - QUANTITATIVE AND
QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not applicable.

ITEM 4 - CONTROLS AND
PROCEDURES

(a)
Evaluation of Disclosure Controls and Procedures

Under the
supervision and with the participation of our management, including our
principal executive officer and principal financial officer, as of the end of
the period covered by this report, we conducted an evaluation of the
effectiveness of the design and operation of our disclosure controls and
procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities
Act of 1934. Our disclosure controls and procedures are designed to provide
reasonable assurance that the information required to be included in our
Securities and Exchange Commission (SEC) reports is recorded, processed,
summarized and reported within the time periods specified in SEC rules and
forms, relating to Wireless Telecom Group, Inc., including our consolidated
subsidiaries, and was made known to them by others within those entities, particularly
during the period when this report was being prepared. Based on this
evaluation, our principal executive officer and principal financial officer
concluded that, as of the period covered by this report, our disclosure
controls and procedures are effective at these reasonable assurance levels.

(b) Changes
in Internal Controls over Financial Reporting

In
connection with the evaluation required by paragraph (d) of Rule 13a-15
under the Exchange Act, there was no change identified in our internal control
over financial reporting that occurred during the last fiscal quarter that has
materially affected, or is reasonably likely to materially affect, our internal
control over financial reporting.

16

---



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 1A. RISK FACTORS

| |                                                                                                                                                    
| | ---------------------------------------------------------------------------------------------------------------------------------------------------
| | The Company is not
 aware of any material changes from risk factors as previously disclosed in
 its Form 10-K for the year ended December 31, 2008.

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

| |      
| | -----
| | None.

Item 3. DEFAULTS UPON SENIOR SECURITIES

| |      
| | -----
| | None.

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

| |                                                                                                                                                                                                                                            
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (a) The Registrant held its
 Annual Meeting of Stockholders on June 11, 2009. The following proposal was
 adopted by the votes indicated.                                                                                                  
| |                                                                                                                                                                                                                                            
| | (b) (c) (1) Seven directors were
 elected at the Annual Meeting to serve until the Annual Meeting of
 Stockholders in 2010. The names of these Directors and the votes cast in
 favor of their election and shares withheld are as follows:

| |                          |            |  |                 | 
| | ------------------------ | ---------- |  | --------------- | 
| | NAME                     | VOTES
 FOR |  | VOTES
 WITHHELD | 
|
| | Savio W. Tung            | 20,151,509 |  | 3,306,685       | 
| | James M. (Monty) Johnson | 20,160,361 |  | 3,297,832       | 
| | Hazem Ben-Gacem          | 20,149,498 |  | 3,308,695       | 
| | Henry L. Bachman         | 20,127,459 |  | 3,330,735       | 
| | Rick Mace                | 20,164,887 |  | 3,293,307       | 
| | Adrian Nemcek            | 20,230,185 |  | 3,228,009       | 
| | Joseph Garrity           | 20,715,314 |  | 2,742,880       | 

Item 5. OTHER INFORMATION

| |      
| | -----
| | None.

Item 6. EXHIBITS

|            |  |                                                                                                                                                       
|----------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit No. |  | Description                                                                                                                                           
|            |  |                                                                                                                                                       
|            |  |                                                                                                                                                       
|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)
|            |  |                                                                                                                                                       

17

---



SIGNATURES

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

|                       |  |                                    
|---------------------- |  | -----------------------------------
|                       |  | WIRELESS TELECOM
 GROUP, INC.      
|                       |  |                                    
|                       |  | (Registrant)                       
|                       |  |                                    
|Date: August 13,
 2009 |  | /S/Paul Genova                     
|                       |  |                                    
|                       |  | Paul Genova                        
|                       |  | (Interim) Chief
 Executive Officer 
|                       |  |                                    
|Date: August 13,
 2009 |  | /S/Paul Genova                     
|                       |  |                                    
|                       |  | Paul Genova                        
|                       |  | President, Chief
 Financial Officer

18

---



EXHIBIT LIST

|            |  |                                                                                                                                                       
|----------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit No. |  | Description                                                                                                                                           
|            |  |                                                                                                                                                       
|            |  |                                                                                                                                                       
|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)

19

---