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

                                    FORM 10-Q


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

  For the Quarterly Period Ended September 30, 2003
                                 -----------------------------------------------
                                       or

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


For the transition period from                      to
                               ---------------------   -------------------------



Commission file number: 1-11916
                        --------------------------------------------------------

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

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

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

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

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

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

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

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

Common Stock -  Par Value $.01                                 16,937,678
------------------------------                          ------------------------
          Class                                             Outstanding Shares
                                                           At November 12, 2003


<PAGE>
<TABLE>
<CAPTION>
                          WIRELESS TELECOM GROUP, INC.


                                Table of Contents



PART I.  FINANCIAL INFORMATION                                                                            Page(s)
<S>                                                                                                        <C>
             Item 1 -- Consolidated Financial Statements:

                    Condensed Balance Sheets as of September 30, 2003
                               (unaudited) and December 31, 2002                                             3

                    Condensed Statements of Operations for the Three and Nine
                      Months Ended September 30, 2003 and 2002 (unaudited)                                   4

                    Condensed Statements of Cash Flows for the Nine
                      Months Ended September 30, 2003 and 2002 (unaudited)                                   5

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

             Item 2 -- Management's Discussion and Analysis of Financial
                              Condition and Results of Operations.                                      8 - 11

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

             Item 4 -- Controls and Procedures.                                                             12

PART II. OTHER INFORMATION

             Item 1 -- Legal Proceedings.                                                                   13

             Item 2 -- Changes in Securities and Use of Proceeds.                                           13

             Item 3 -- Defaults upon Senior Securities.                                                     13

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

             Item 5 -- Other Information.                                                                   13

             Item 6 -- Exhibits and Reports on Form 8-K.                                                    13

Signatures                                                                                                  14

</TABLE>

                                                                               2

<PAGE>
<TABLE>
<CAPTION>

                         PART 1 - FINANCIAL INFORMATION

Item 1 - Financial Statements

                          WIRELESS TELECOM GROUP, INC.
                      CONDENSED CONSOLIDATED BALANCE SHEETS

                                   - ASSETS -

                                                                                   SEPTEMBER 30,       DECEMBER 31,
                                                                                      2003                 2002
                                                                                ------------------   ------------------
                                                                                   (unaudited)
CURRENT ASSETS:
<S>                                                                                  <C>                  <C>
   Cash and cash equivalents                                                         $ 16,236,110         $ 15,523,180
   Accounts receivable -- net of allowance for doubtful accounts of
     $186,686 and $175,838 for 2003 and 2002, respectively                              2,908,057            3,087,983
   Inventories                                                                          5,587,623            5,484,622
   Current portion of deferred tax asset                                                  106,000              106,000
   Prepaid expenses, taxes and other current assets                                       418,153              508,447
                                                                                    -------------        -------------
TOTAL CURRENT ASSETS                                                                   25,255,943           24,710,232
                                                                                    -------------        -------------
PROPERTY, PLANT AND EQUIPMENT - NET                                                     5,446,145            5,573,316
                                                                                    -------------        -------------
OTHER ASSETS:
   Goodwill (Note 4)                                                                    1,351,392            1,351,392
   Deferred tax asset                                                                     386,956              386,956
   Other assets                                                                           168,779              193,700
                                                                                    -------------        -------------
TOTAL OTHER ASSETS                                                                      1,907,127            1,932,048
                                                                                    -------------        -------------
TOTAL ASSETS                                                                         $ 32,609,215         $ 32,215,596
                                                                                    =============        =============
                    - LIABILITIES AND SHAREHOLDERS' EQUITY -

CURRENT LIABILITIES:
   Accounts payable                                                                  $    606,925         $    692,383
   Accrued expenses and other current liabilities                                         556,427              469,645
   Current portion of mortgage payable                                                     39,576               37,401
   Income taxes payable                                                                   218,023                    -
                                                                                    -------------        -------------
TOTAL CURRENT LIABILITIES                                                               1,420,951            1,199,429
                                                                                    -------------        -------------
LONG TERM LIABILITIES:
   Mortgage payable                                                                     3,099,249            3,129,209
                                                                                    -------------        -------------
TOTAL LONG TERM LIABILITIES                                                             3,099,249            3,129,209
                                                                                    -------------        -------------
COMMITMENTS AND CONTINGENCIES

SHAREHOLDERS' EQUITY (Notes 3 and 5):
   Preferred stock, $.01 par value, 2,000,000 shares authorized,
     none issued                                                                                -                    -
   Common stock, $.01 par value, 75,000,000 shares authorized, 19,987,378
     and 19,875,378 issued for 2003 and 2002, respectively                                199,874              198,754
   Additional paid-in-capital                                                          13,092,469           12,904,589
   Retained earnings                                                                   22,498,101           22,379,333
   Treasury stock at cost, - 3,049,700 and 2,994,500, in 2003 and 2002,
     respectively (Note 3)                                                             (7,701,429)          (7,595,718)
                                                                                    -------------        -------------
TOTAL SHAREHOLDERS' EQUITY                                                             28,089,015           27,886,958
                                                                                    -------------        -------------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY                                           $ 32,609,215         $ 32,215,596
                                                                                    =============        =============
</TABLE>

                             See accompanying notes

                                                                               3

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


                                                          For the Three Months                  For the Nine Months
                                                           Ended September 30,                   Ended September 30,
                                                 ------------------------------------    -----------------------------------
                                                        2003               2002                 2003               2002
                                                        ----               ----                 ----               ----
<S>                                                  <C>                <C>                <C>                <C>
NET SALES                                            $ 5,187,062        $ 5,105,392        $  14,175,678      $ 15,728,595
                                                     -----------        -----------        -------------      ------------
COSTS AND EXPENSES:
   Cost of sales                                       2,371,621          2,571,432            6,893,014         8,049,638
   Operating expenses                                  1,903,261          1,886,066            5,840,457         5,694,362
   Interest and other income                            (126,502)          (115,027)            (469,282)         (376,396)
   Interest expense                                       59,447             60,132              178,866           180,883
                                                     -----------        -----------        -------------      ------------
TOTAL COSTS AND EXPENSES                               4,207,827          4,402,603           12,443,055        13,548,487
                                                     -----------        -----------        -------------      ------------
INCOME BEFORE INCOME TAXES                               979,235            702,789            1,732,623         2,180,108

PROVISION FOR INCOME TAXES                               332,458            270,985              600,377           843,786
                                                     -----------        -----------        -------------      ------------
NET INCOME                                           $   646,777        $   431,804        $   1,132,246      $  1,336,322
                                                     ===========        ===========        =============      ============
NET INCOME PER COMMON
SHARE (Note 2):

    BASIC                                            $      0.04        $      0.03        $        0.07      $       0.08
                                                     ===========        ===========        =============      ============

    DILUTED                                          $      0.04        $      0.03        $        0.07      $       0.08
                                                     ===========        ===========        =============      ============
</TABLE>

                             See accompanying notes

                                                                               4

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

                                                                                           For the Nine Months
                                                                                           Ended September 30,
                                                                                 --------------------------------------
                                                                                      2003                   2002
                                                                                      ----                   ----

CASH FLOWS FROM OPERATING ACTIVITIES
<S>                                                                                <C>                    <C>
  Net income                                                                       $  1,132,246           $  1,336,322
  Adjustments to reconcile net income to net cash
    provided by operating activities:
    Depreciation and amortization                                                       345,651                463,084
    Provision for losses on accounts receivable                                          10,848                 97,760
    Other income                                                                              -                (11,096)
  Changes in assets and liabilities:
    Decrease (increase) in accounts receivable                                          169,078               (411,403)
    (Increase) decrease in inventories                                                 (103,001)               801,372
    Decrease in prepaid expenses and other current assets                               120,719                 69,080
    Increase (decrease) in accounts payable and accrued expenses                          1,324               (294,183)
    Increase in income taxes payable                                                    218,023                138,600
                                                                                   ------------           ------------
      Net cash provided by operating activities                                       1,894,888              2,189,536
                                                                                   ------------           ------------
CASH FLOWS FROM INVESTING ACTIVITIES
    Capital expenditures                                                               (216,880)              (584,006)
    Increase in real estate escrow                                                       (7,104)                (7,104)
                                                                                   ------------           ------------
      Net cash (used for) investing activities                                         (223,984)              (591,110)
                                                                                   ------------           ------------
CASH FLOWS FROM FINANCING ACTIVITIES
    Payments of mortgage note                                                           (27,785)               (25,767)
    Acquisition of treasury stock                                                      (105,711)              (521,647)
    Cash dividends paid                                                              (1,013,478)            (1,028,872)
    Proceeds from exercise of stock options/warrants                                    189,000                112,609
                                                                                   ------------           ------------
      Net cash (used for) financing activities                                         (957,974)            (1,463,677)
                                                                                   ------------           ------------

NET INCREASE IN CASH AND CASH EQUIVALENTS                                               712,930                134,749

  Cash and cash equivalents, at beginning of year                                    15,523,180             15,138,640
                                                                                   ------------           ------------

  CASH AND CASH EQUIVALENTS, AT END OF PERIOD                                      $ 16,236,110           $ 15,273,389
                                                                                   ============           ============
SUPPLEMENTAL INFORMATION:
    Cash paid during the period for:
          Taxes                                                                    $    154,259           $    539,580

          Interest                                                                 $    178,866           $    180,883
</TABLE>

                             See accompanying notes

                                                                               5

<PAGE>

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

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING PRINCIPLES AND POLICIES

     The condensed,  consolidated balance sheet as of September 30, 2003 and the
     condensed,  consolidated  statements of  operations  for the three and nine
     month  periods  ended  September  30,  2003  and  2002  and the  condensed,
     consolidated  statements  of cash  flows for the nine month  periods  ended
     September  30,  2003 and 2002 have been  prepared  by the  Company  without
     audit.  The  consolidated  financial  statements  include  the  accounts of
     Wireless  Telecom Group,  Inc. and its  wholly-owned  subsidiaries  Boonton
     Electronics Corporation, Microlab/FXR, WTG Foreign Sales Corporation and NC
     Mahwah, Inc.

     In the  opinion of  management,  the  accompanying  condensed  consolidated
     financial  statements referred to above contain all necessary  adjustments,
     consisting of normal accruals and recurring entries, which are necessary to
     present  fairly  the  Company's  results  for  the  interim  periods  being
     presented.  The  balances of certain  accounts  have been  reclassified  to
     improve the ease of reading and  understanding  the  financial  statements,
     including the  reclassification of Microlab/FXR's  engineering and research
     and development expenses from cost of sales to operating expenses,  similar
     to the other  subsidiaries,  and of Noise  Com,  Inc.'s  rental  income and
     building depreciation expense from operating expenses to interest and other
     income.  Such  reclassifications  have no  effect  on the  Company's  Total
     Shareholders'  Equity,  Net Income, Net Income Per Common Share or Cash and
     Cash Equivalents.

     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, 2002, which is incorporated  herein by
     reference.  Specific  reference is made to that report for a description of
     the Company's  securities  and the notes to financial  statements  included
     therein,  since  certain  information  and  footnote  disclosures  normally
     included in financial  statements in accordance with accounting  principles
     generally  accepted in the United States of America have been  condensed or
     omitted from this report.

     The  results  of  operations  for the three and nine  month  periods  ended
     September 30, 2003 and 2002 are not  necessarily  indicative of the results
     to be expected for the full year.


NOTE 2 - INCOME PER COMMON SHARE

     Income per  common  share is  computed  by  dividing  the net income by the
     weighted  average  number of common  shares  and common  equivalent  shares
     outstanding  during each period.  As  promulgated in SFAS 128 "Earnings Per
     Share"  ("SFAS  128"),  SFAS 128 requires the  presentation  of "basic" and
     "diluted" earnings per share on the face of the income statement.

                                                                               6

<PAGE>

          NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                              (unaudited continued)

NOTE 3 - SHAREHOLDERS' EQUITY

     During the nine months ended  September 30, 2003,  the Company  repurchased
     55,200  shares  (no  shares  were  repurchased  during  the  quarter  ended
     September  30, 2003) of its common  stock,  pursuant to a stock  repurchase
     program  authorized  by the Board of  Directors on November 27, 2000 and as
     amended on October 5, 2001. The total cost of these shares was $105,711 and
     the per share price ranged between $1.69 and $2.02.

NOTE 4 - GOODWILL AND OTHER INTANGIBLE ASSETS

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

NOTE 5 - ACCOUNTING FOR STOCK OPTIONS

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

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

<TABLE>
<CAPTION>
                                            For the Three Months         For the Nine Months
                                             Ended September 30,         Ended September 30,
                                             2003          2002           2003         2002
                                           --------      --------      ----------   ----------
     Net income:
<S>                                        <C>           <C>           <C>          <C>
          As reported                      $646,777      $431,804      $1,132,246   $1,336,322
          Pro forma                         592,026       380,646         969,404    1,182,848
     Basic earnings per share:
          As reported                          $.04          $.03            $.07         $.08
          Pro forma                             .03           .02             .06          .07
     Diluted earnings per share:
          As reported                          $.04          $.03            $.07         $.08
          Pro forma                             .03           .02             .06          .07

</TABLE>

                                                                               7

<PAGE>

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

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

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

The financial information presented herein includes:  (i) Condensed Consolidated
Balance  Sheets  as of  September  30,  2003 and as of  December  31,  2002 (ii)
Condensed  Consolidated  Statements of  Operations  for the three and nine month
periods  ended  September  30,  2003 and 2002 and (iii)  Condensed  Consolidated
Statements of Cash Flows for the nine month periods ended September 30, 2003 and
2002.

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

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

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

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

                                                                               8

<PAGE>

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

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

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

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

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

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

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

RESULTS OF OPERATIONS

The following  discussion  of our financial  condition and results of operations
should be read in conjunction with our interim condensed  consolidated financial
statements and the notes to those statements  included in Part I, Item I of this
Quarterly Report on Form 10-Q and in conjunction with the consolidated financial
statements  contained  in our  Annual  Report  on Form  10-K for the year  ended
December 31, 2002.

For the nine months ended  September  30, 2003 as compared to the  corresponding
period  of  the  previous  year,  net  sales   decreased  to  $14,176,000   from
$15,729,000,  a decrease of $1,553,000 or 9.9%. For the quarter ended  September
30, 2003 as compared to the  corresponding  quarter of the  previous  year,  net
sales increased to $5,187,000 from  $5,105,000,  an increase of $82,000 or 1.6%.
The decrease for the nine months ended  September  30, 2003 is  reflective of an
overall softness in the wireless  telecommunications and infrastructure markets.
As a result,  this  decrease in net sales will be  considered in the testing for
goodwill  impairment  to be performed at the end of this year by an  independent
valuation consultant.  The increase in the three months ended September 30, 2003
is a result of increased orders for electronic testing and measuring devices.

Gross  profit on net sales for the nine  months  ended  September  30,  2003 was
$7,283,000 or 51.4% as compared to $7,679,000 or 48.8% of net sales for the nine
months ended September 30, 2002. Gross profit on net sales for the quarter ended
September 30, 2003 was $2,815,000 or 54.3% as compared to $2,534,000 or 49.6% of
net sales for the three months ended  September 30, 2002.  Gross profit is lower
for the nine months  ended  September  30, 2003 than in the same period for 2002
primarily  due to lower sales  volume,  but the gross  margin,  year to date, is
higher in 2003 due to 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.

                                                                               9

<PAGE>

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

Operating  expenses for the nine months ended September 30, 2003 were $5,840,000
or 41.2% of net sales as  compared to  $5,694,000  or 36.2% of net sales for the
nine months ended September 30, 2002.  Operating  expenses for the quarter ended
September  30,  2003  were  $1,903,000  or 36.7% of net  sales  as  compared  to
$1,886,000 or 36.9% of net sales for the quarter ended September 30, 2002.

For the three months ended  September 30, 2003 as compared to the same period of
the prior  year,  operating  expenses  increased  in  dollars by  $17,000.  This
increase is  primarily  due to an increase  in sales and  marketing  salaries of
$81,000,  an increase in commission  expense of $44,000,  partially  offset by a
decrease in depreciation and amortization  expense of $82,000, a decrease in bad
debts of $13,000 and a decrease  in  shareholders'  expense of $12,000.  For the
nine months ended September 30, 2003 as compared to the same period of the prior
year,  operating expenses increased in dollars by $146,000.  These increases are
primarily  due to  increases  in sales and  marketing  salaries of $264,000  and
research and development expense of $160,000,  partially offset by a decrease in
depreciation expense of $108,000, a decrease in commission expense of $83,000, a
decrease  in  general  office  expenses  of $56,000  and a decrease  in bad debt
expense of $38,000.

Interest  and other  income  increased  by  $93,000  for the nine  months  ended
September  30, 2003 and by $11,000 for the quarter  ended  September  30,  2003.
These   increases  were  primarily  due  to  increased   returns  on  short-term
investments in 2003.

Net income decreased to $1,132,000,  or $.07 per share  (diluted),  for the nine
months ended  September  30, 2003 as compared to  $1,336,000,  or $.08 per share
(diluted) for the nine months ended September 30, 2002.

The Company  realized  net income for the quarter  ended  September  30, 2003 of
$647,000  or $.04 per share  (diluted)  as compared to net income of $432,000 or
$.03 per share  (diluted)  for the three months ended  September  30, 2002.  The
explanation  of these  changes can be derived from the  analysis  given above of
operations  for the three and nine month periods  ending  September 30, 2003 and
2002, respectively.

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

The  Company's  working  capital has  increased  by $324,000 to  $23,835,000  at
September 30, 2003, from $23,511,000 at December 31, 2002. At September 30, 2003
the Company  had a current  ratio of 17.8 to 1, and a ratio of debt to net worth
of 0.16 to 1. At December 31, 2002 the Company had a current ratio of 20.6 to 1,
and a ratio of debt to net worth of 0.16 to 1.

The Company  realized cash  provided by  operations  of $1,895,000  for the nine
month period ending  September 30, 2003. This increase was primarily due to cash
provided by net income of $1,132,000, a non-cash adjustment for depreciation and
amortization of $346,000,  an increase in income taxes payable of $218,000 and a
decrease in accounts  receivable  of $169,000,  and a decrease in other  current
assets of $121,000, partially offset by an increase in inventories of $103,000.

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

                                                                              10

<PAGE>

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

Operating activities provided $2,190,000 in cash flows for the comparable period
in 2002.  The source of these funds was  primarily  due to cash  provided by net
income of  $1,336,000,  a decrease in  inventories  of  $801,000  and a non-cash
adjustment for depreciation and amortization of $463,000, partially offset by an
increase in accounts  receivable of $411,000 and an decrease in accounts payable
and accrued expenses of $294,000.

Net cash used for investing  activities for the nine months ended  September 30,
2003 was $224,000.  The primary use of these funds was capital  expenditures  of
$217,000.  For the nine  months  ended  September  30,  2002,  net cash used for
investing  activities  was $591,000.  The primary use of these funds was capital
expenditures of $584,000.

Net cash used for financing  activities for the nine months ended  September 30,
2003 was $958,000.  The primary use of these funds was for dividends paid in the
amount of  $1,013,000  and the  acquisition  of treasury  stock in the amount of
$106,000, partially offset by proceeds from the exercise of stock options in the
amount of $189,000. Net cash used for financing activities in the same period of
2002 was  $1,464,000.  The primary use of these funds in 2002 was for  dividends
paid in the amount of $1,029,000, acquisition of treasury stock in the amount of
$522,000, partially offset by proceeds from the exercise of stock options in the
amount of $113,000.

The  Company  anticipates  that its  resources  provided  by its cash  flow from
operations  will be sufficient to meet its financing  requirements  for at least
the next  twelve-month  period.  The  Company  does not  believe it will need to
borrow during the next twelve-month period.


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

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


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

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

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

                                                                              11

<PAGE>

ITEM 3 - QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The Company has a credit facility with its major bank for the express purpose of
purchasing  components  from an Asian  supplier  under a letter of  credit.  The
Company has paid for the  components  received thus far during 2003.  Should the
Company not make payment  directly,  the credit facility would be utilized.  The
credit  facility  bears interest based on interest rates tied to the prime rate,
which may fluctuate over time based on economic conditions.


ITEM 4 - CONTROLS AND PROCEDURES

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

                                                                              12

<PAGE>

                           PART II - OTHER INFORMATION

          Item 1. LEGAL PROCEEDINGS.

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

          Item 2. CHANGES IN SECURITIES AND USE OF PROCEEDS.

                    None.

          Item 3. DEFAULTS UPON SENIOR SECURITIES.

                    None.

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

                    None.

          Item 5. OTHER INFORMATION.

                    None.

          Item 6. EXHIBITS AND REPORTS ON FORM 8-K.

               (a)  Exhibits:

                    11.1 Computation of per share earnings
                    31.1 Certification   Pursuant   to   Section   302   of  The
                         Sarbanes-Oxley   Act  of  2002   (Principal   Executive
                         Officer)
                    31.2 Certification   Pursuant   to   Section   302   of  The
                         Sarbanes-Oxley   Act  of  2002   (Principal   Financial
                         Officer)
                    32.1 Certification  Pursuant to 18 U.S.C.  Section  1350, as
                         Adopted  Pursuant to Section 906 of The  Sarbanes-Oxley
                         Act of 2002 (Principal Executive Officer)
                    32.2 Certification  Pursuant to 18 U.S.C.  Section  1350, as
                         Adopted  Pursuant to Section 906 of The  Sarbanes-Oxley
                         Act of 2002 (Principal Financial Officer)

               (b)  Reports on Form 8-K:

                    None.

                                                                              13

<PAGE>

                                   SIGNATURES


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



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


Date:  November 12, 2003                 /S/Edward Garcia
                                         ---------------------------------------
                                         Edward Garcia
                                         Chairman and Chief Executive Officer



Date:  November 12, 2003                 /S/Paul Genova
                                         ---------------------------------------
                                         Paul Genova
                                         Chief Financial Officer

                                                                              14

<PAGE>

EXHIBIT LIST
------------

     11.1 Computation of per share earnings
     31.1 Certifications  Pursuant to Section 302 of The  Sarbanes-Oxley  Act of
          2002 (Principal Executive Officer)
     31.2 Certifications  Pursuant to Section 302 of The  Sarbanes-Oxley  Act of
          2002 (Principal Financial Officer)
     32.1 Certifications Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant
          to Section 906 of The Sarbanes-Oxley Act of 2002 (Principal  Executive
          Officer)
     32.2 Certifications Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant
          to Section 906 of The Sarbanes-Oxley Act of 2002 (Principal  Financial
          Officer)

                                                                              15