<PAGE>


                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-Q

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

                         For the Quarterly Period Ended
                                  June 30, 2003

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


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


                             Commission file number

                                     1-11916

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


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

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

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

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

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

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

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

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




<PAGE>



                          WIRELESS TELECOM GROUP, INC.

                                Table of Contents

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

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

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

                       Condensed Statements of Cash Flows for the Six
                         Months Ended June 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             11

             Item 4 -- Controls and Procedures                                                11

PART II. OTHER INFORMATION

             Item 1 -- Legal Proceedings                                                      12

             Item 2 -- Changes in Securities                                                  12

             Item 3 -- Defaults upon Senior Securities                                        12

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

             Item 5 -- Other Information                                                      12

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

Signatures                                                                                    13
</TABLE>


                                                                               2



<PAGE>

                         PART I - FINANCIAL INFORMATION

Item 1 - Financial Statements

                          WIRELESS TELECOM GROUP, INC.
                      CONDENSED CONSOLIDATED BALANCE SHEETS

                                   - ASSETS -
<TABLE>
<CAPTION>
                                                                                     JUNE 30,           DECEMBER 31,
                                                                                       2003                 2002
                                                                                  ------------          ------------
                                                                                   (unaudited)
<S>                                                                               <C>                   <C>
CURRENT ASSETS:
   Cash and cash equivalents                                                      $ 15,732,882          $ 15,523,180
   Accounts receivable -- net of allowance for doubtful accounts of
     $191,930 and $175,838 for 2003 and 2002, respectively                           2,892,046             3,087,983
   Inventories                                                                       5,702,235             5,484,622
   Current portion of deferred tax asset                                               106,000               106,000
   Prepaid expenses, taxes and other current assets                                    470,199               508,447
                                                                                  ------------          ------------
TOTAL CURRENT ASSETS                                                                24,903,362            24,710,232
                                                                                  ------------          ------------
PROPERTY, PLANT AND EQUIPMENT - NET                                                  5,464,015             5,573,316
                                                                                  ------------          ------------
OTHER ASSETS:
   Goodwill (Note 4)                                                                 1,351,392             1,351,392
   Deferred tax asset                                                                  386,956               386,956
   Other assets                                                                        178,086               193,700
                                                                                  ------------          ------------
TOTAL OTHER ASSETS                                                                   1,916,434             1,932,048
                                                                                  ------------          ------------
TOTAL ASSETS                                                                      $ 32,283,811          $ 32,215,596
                                                                                  ============          ============
                    - LIABILITIES AND SHAREHOLDERS' EQUITY -
CURRENT LIABILITIES:
   Accounts payable                                                               $    957,733          $    692,383
   Accrued expenses and other current liabilities                                      396,813               469,645
   Current portion of mortgage payable                                                  38,837                37,401
                                                                                  ------------          ------------
TOTAL CURRENT LIABILITIES                                                            1,393,383             1,199,429
                                                                                  ------------          ------------
LONG TERM LIABILITIES:
   Mortgage payable                                                                  3,109,424             3,129,209
                                                                                  ------------          ------------
TOTAL LONG TERM LIABILITIES                                                          3,109,424             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                                                                22,190,090            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                                                          27,781,004            27,886,958
                                                                                  ------------          ------------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY                                        $ 32,283,811          $ 32,215,596
                                                                                  ============          ============
</TABLE>
                             See accompanying notes

                                                                               3




<PAGE>


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

<TABLE>
<CAPTION>
                                         For the Three Months                  For the Six Months
                                            Ended June 30,                       Ended June 30,
                                    -----------------------------         ------------------------------
                                       2003               2002               2003                2002
                                    ----------         ----------         ----------         -----------
<S>                                 <C>                <C>                <C>                <C>
NET SALES                           $4,835,975         $5,540,891         $8,988,617         $10,623,203
                                    ----------         ----------         ----------         -----------
COSTS AND EXPENSES:
   Cost of sales                     2,455,921          2,752,564          4,524,383           5,478,206
   Operating expenses                1,932,763          1,981,426          3,934,206           3,808,296
   Interest and other income          (188,396)          (125,286)          (342,780)           (261,369)
   Interest expense                     59,623             60,295            119,419             120,751
                                    ----------         ----------         ----------         -----------
TOTAL COSTS AND EXPENSES             4,259,911          4,668,999          8,235,228           9,145,884
                                    ----------         ----------         ----------         -----------
INCOME BEFORE INCOME TAXES             576,064            871,892            753,389           1,477,319
PROVISION FOR INCOME TAXES             208,738            336,026            267,919             572,801
                                    ----------         ----------         ----------         -----------
NET INCOME                          $  367,326         $  535,866         $  485,470         $   904,518
                                    ==========         ==========         ==========         ===========
NET INCOME PER COMMON
SHARE (Note 2):
    BASIC                           $     0.02         $     0.03         $     0.03         $      0.05
                                    ==========         ==========         ==========         ===========
    DILUTED                         $     0.02         $     0.03         $     0.03         $      0.05
                                    ==========         ==========         ==========         ===========
</TABLE>

                             See accompanying notes

                                                                               4




<PAGE>



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

<TABLE>
<CAPTION>
                                                                                 For the Six Months
                                                                                   Ended June 30,
                                                                         --------------------------------
                                                                             2003                 2002
                                                                         -----------          -----------
<S>                                                                      <C>                  <C>
CASH FLOWS FROM OPERATING ACTIVITIES
  Net income                                                             $   485,470          $   904,518
  Adjustments to reconcile net income to net cash
   provided by operating activities:
    Depreciation and amortization                                            230,181              236,631
    Provision for losses on accounts receivable                               16,092               85,716
    Deferred income taxes                                                          -               83,060
    Other income                                                                   -              (11,096)
  Changes in assets and liabilities:
    Decrease (increase) in accounts receivable                               179,845             (327,573)
    (Increase) decrease in inventories                                      (217,613)             354,483
    Decrease in prepaid expenses and other current assets                     56,997              140,264
    Increase (decrease) in accounts payable and accrued expenses             192,518             (281,852)
    (Decrease) in income taxes payable                                             -              (22,544)
                                                                         -----------          -----------
      Net cash provided by operating activities                              943,490            1,161,607
                                                                         -----------          -----------

CASH FLOWS FROM INVESTING ACTIVITIES
    Capital expenditures                                                    (119,280)            (298,476)
    Increase in real estate escrow                                            (4,736)              (4,736)
                                                                         -----------          -----------
      Net cash (used for) investing activities                              (124,016)            (303,212)
                                                                         -----------          -----------

CASH FLOWS FROM FINANCING ACTIVITIES
    Payments of mortgage note                                                (18,348)             (17,016)
    Acquisition of treasury stock                                           (105,711)            (273,018)
    Cash dividends paid                                                     (674,713)            (687,636)
    Proceeds from exercise of stock options/warrants                         189,000              112,609
                                                                         -----------          -----------
      Net cash (used for) financing activities                              (609,772)            (865,061)
                                                                         -----------          -----------

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS                         209,702               (6,666)
  Cash and cash equivalents, at beginning of year                         15,523,180           15,138,640
                                                                         -----------          -----------

  CASH AND CASH EQUIVALENTS, AT END OF PERIOD                            $15,732,882          $15,131,974
                                                                         ===========          ===========

SUPPLEMENTAL INFORMATION:
    Cash paid during the period for:
          Taxes                                                          $   101,528          $   189,480
          Interest                                                       $   119,419          $   120,751
</TABLE>

                             See accompanying notes

                                                                               5



<PAGE>



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

         NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING PRINCIPLES AND POLICIES

                  The condensed, consolidated balance sheet as of June 30, 2003
                  and the condensed, consolidated statements of operations for
                  the three and six month periods ended June 30, 2003 and 2002
                  and the condensed, consolidated statements of cash flows for
                  the six month periods ended June 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 of 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 this report for a description of the
                  Company's securities and the notes to financial statements
                  included therein, since certain information and footnote
                  disclosures normally included in financial statements in
                  accordance with accounting principles generally accepted in
                  the United States of America have been condensed or omitted
                  from this report.

                  The results of operations for the three and six month periods
                  ended June 30, 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
                                   (continued)

         NOTE 3 - SHAREHOLDERS' EQUITY

                  During the six months ended June 30, 2003, the Company
                  repurchased 55,200 shares (no shares were repurchased during
                  the quarter ended June 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. Since there was no impairment of the
                  goodwill, there is no impact on the earnings and financial
                  position of the Company for the three and six month periods
                  ended June 30, 2003 and 2002. 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 Six Months
                                                                  Ended June 30,                      Ended June 30,
                                                              2003              2002              2003              2002
                                                            --------          --------          --------          --------
                       <S>                                  <C>               <C>               <C>               <C>
                       Net income:
                            As reported                     $367,326          $535,866          $485,470          $904,518
                            Pro forma                        313,043           478,278           378,398           795,772
                       Basic earnings per share:
                            As reported                         $.02              $.03              $.03              $.05
                            Pro forma                            .02               .03               .03               .05
                       Diluted earnings per share:
                            As reported                         $.02              $.03              $.03              $.05
                            Pro forma                            .02               .03               .02               .05
</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 June 30, 2003 and as of
         December 31, 2002 (ii) Condensed Consolidated Statements of Operations
         for the three and six month periods ended June 30, 2003 and 2002 and
         (iii) Condensed Consolidated Statements of Cash Flows for the six month
         periods ended June 30, 2003 and 2002.

         CRITICAL ACCOUNTING POLICIES

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

                  ALLOWANCES FOR DOUBTFUL ACCOUNTS

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

                  INCOME TAXES

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

                                                                               8



<PAGE>



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

                  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 six months ended June 30, 2003 as compared to the corresponding
         period of the previous year, net sales decreased to $8,989,000 from
         $10,623,000, a decrease of $1,634,000 or 15.4%. For the quarter ended
         June 30, 2003 as compared to the corresponding quarter of the previous
         year, net sales decreased to $4,836,000 from $5,541,000, a decrease of
         $705,000 or 12.7%. The decreases for the three and six months ended
         June 30, 2003 are reflective of an overall softness in the wireless
         telecommunications and infrastructure markets.

         Gross profit on net sales for the six months ended June 30, 2003 was
         $4,464,000 or 49.7% as compared to $5,145,000 or 48.4% of net sales for
         the six months ended June 30, 2002. Gross profit on net sales for the
         quarter ended June 30, 2003 was $2,380,000 or 49.2% as compared to
         $2,788,000 or 50.3% of net sales for the three months ended June 30,
         2002. Gross profit is lower in 2003 than in 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 product
         sales as well as variations due to revenue volume and economies of
         scale. The Company continues to rigidly monitor costs associated with
         material acquisition, manufacturing and production.

         Operating expenses for the six months ended June 30, 2003 were
         $3,934,000 or 43.8% of net sales as compared to $3,808,000 or 35.8% of
         net sales for the six months ended June 30, 2002. Operating expenses
         for the quarter ended June 30, 2003 were $1,933,000 or 40.0% of net
         sales as compared to $1,981,000 or 35.8% of net sales for the quarter
         ended June 30, 2002.

         For the three months ended June 30, 2003 as compared to the same period
         of the prior year, operating expenses decreased in dollars by $48,000.
         This decrease is primarily due to a decrease in commission expense of
         $87,000 and a decrease of $43,000 in bad debt expense, partially offset
         by an increase in sales salaries of $86,000. For the six months ended
         June 30, 2003 as compared to the same period of the prior year,
         operating expenses increased in dollars by $126,000. These increases
         are primarily due to increases in sales salaries of $183,000 and
         research and development expense of $154,000, partially offset by a
         decrease in commission expense of $127,000 and sales-related expenses
         of $55,000.

         Interest and other income increased by $82,000 for the six months ended
         June 30, 2003 and by $63,000 for the quarter ended June 30, 2003. These
         increases were primarily due to increased returns on short-term
         investments in 2003.

                                                                               9



<PAGE>



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

         Net income decreased to $485,000, or $.03 per share (diluted), for the
         six months ended June 30, 2003 as compared to $905,000, or $.05 per
         share (diluted) for the six months ended June 30, 2002.

         The Company realized net income for the quarter ended June 30, 2003 of
         $367,000 or $.02 per share (diluted) as compared to net income of
         $536,000 or $.03 per share (diluted) for the three months ended June
         30, 2002. The explanation of these changes can be derived from the
         analysis given above of operations for the three and six month periods
         ending June 30, 2003 and 2002, respectively.

         LIQUIDITY AND CAPITAL RESOURCES:

         The Company's working capital has decreased by $1,000 to $23,510,000 at
         June 30, 2003, from $23,511,000 at December 31, 2002. At June 30, 2003
         the Company had a current ratio of 17.9 to 1, and a ratio of debt to
         net worth of .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 .16 to 1.

         The Company realized cash provided by operations of $943,000 for the
         six month period ending June 30, 2003. This increase was primarily due
         to cash provided by net income of $485,000, a non-cash adjustment for
         depreciation and amortization of $230,000, an increase in accounts
         payable and accrued expenses of $193,000 and a decrease in accounts
         receivable of $180,000, partially offset by an increase in inventories
         of $218,000.

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

         Operating activities provided $1,162,000 in cash flows for the
         comparable period in 2002. The source of these funds was primarily due
         to cash provided by net income of $905,000 and a decrease in
         inventories of $354,000, partially offset by an increase in accounts
         receivable of $328,000 and an decrease in accounts payable and accrued
         expenses of $282,000.

         Net cash used for investing activities for the six months ended June
         30, 2003 was $124,000. The primary use of these funds was capital
         expenditures of $119,000. For the six months ended June 30, 2002, net
         cash used for investing activities was $303,000. The primary use of
         these funds was capital expenditures of $298,000.

         Net cash used for financing activities for the six months ended June
         30, 2003 was $610,000. The primary use of these funds was for dividends
         paid in the amount of $675,000 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 $865,000. The primary use of
         these funds was for dividends paid in the amount of $688,000,
         acquisition of treasury stock in the amount of $273,000, partially
         offset by proceeds from the exercise of stock options in the amount of
         $113,000.

         The Company believes that its financial resources from working capital
         provided by operations are adequate to meet current requirements.

                                                                              10



<PAGE>



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

         INFLATION AND SEASONALITY

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

         FORWARD LOOKING STATEMENTS

         The statements contained in this Quarterly Report on Form 10-Q that are
         not historical facts are forward-looking statements. 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," or "anticipates," or the
         negative thereof or other variations thereon or comparable terminology,
         or by discussions of strategy that involve risks and uncertainties.
         These forward-looking statements involve predictions. Our actual
         results, performance or achievements could differ materially from the
         results expressed in, or implied by, these forward-looking statements.

         ITEM 3 - QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

         The Company has a credit facility with one of its major banks 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.

                                                                              11



<PAGE>



                           PART II - OTHER INFORMATION

         Item 1.  LEGAL PROCEEDINGS

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

         Item 2.  CHANGES IN SECURITIES

                      None.

         Item 3.  DEFAULTS UPON SENIOR SECURITIES

                      None.

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

                  (a) The Registrant held its Annual Meeting of Stockholders on
                  June 27, 2003. 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 2004. The
                  names of these Directors and votes cast in favor of their
                  election and shares withheld are as follows:

<TABLE>
<CAPTION>
                      NAME                                     VOTES FOR            VOTES WITHHELD
                      <S>                                      <C>                  <C>
                      Edward J. Garcia                         15,206,643               889,052
                      John Wilchek                             15,206,391               889,304
                      Franklin H. Blecher                      15,207,918               887,777
                      Henry L. Bachman                         15,206,391               889,304
                      Karabet "Gary" Simonyan                  15,207,791               887,904
                      Michael Manza                            15,176,904               918,791
                      Andrew Scelba                            15,177,456               918,239
</TABLE>


         Item 5.  OTHER INFORMATION

                  None.

         Item 6.  EXHIBITS AND REPORTS ON FORM 8-K

           (a) Exhibits:

          11.1     Computation of per share earnings
          31       Certification Pursuant to Section 302 of The Sarbanes-Oxley
                   Act of 2002
          32       Certification Pursuant to 18 U.S.C. Section 1350, as
                   Adopted Pursuant to Section 906 of The Sarbanes-Oxley Act
                   of 2002

           (b) Reports on Form 8-K:

                  None.

                                                                              12




<PAGE>



                                   SIGNATURES

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

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


         Date:  August 12, 2003         /s/ Edward Garcia
                                        ----------------------------
                                        Edward Garcia
                                        Chairman and Chief Executive Officer

         Date:  August 12, 2003         /s/ Marc Wolfsohn
                                        ----------------------------
                                        Marc Wolfsohn
                                        Chief Financial Officer

                                                                              13



                         STATEMENT OF DIFFERENCES
                         ------------------------

The section symbol shall be expressed as................................ 'SS'