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, 2005
                                         ---------------------------------------

                                       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                     (I.R.S. Employer
    of incorporation or organization)                 Identification No.)



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

                                 (973) 386-9696
               --------------------------------------------------
               Registrant's telephone number, including area code

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

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

     Indicate  by  check mark whether the registrant is an accelerated filer (as
defined  in  Rule  12b-2  of  the  Exchange  Act).
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                                     19,177,185
-----------------------------                                -------------------
          Class                                              Outstanding  Shares
                                                             At November 9, 2005



<PAGE>
                          WIRELESS TELECOM GROUP, INC.


                                Table of Contents



PART I.  FINANCIAL INFORMATION                                           Page(s)

     Item 1 -- Consolidated Financial Statements:

               Condensed Balance Sheets as of September 30, 2005
                    (unaudited) and December 31, 2004                          3

               Condensed Statements of Operations for the Three and
                    Nine Months Ended September 30, 2005 and
                    2004 (unaudited)                                           4

               Condensed Statements of Cash Flows for the Nine Months
                    Ended September 30, 2005 and 2004 (unaudited)              5

               Notes to Interim Condensed Financial Statements
                    (unaudited)                                            6 - 9

     Item 2 -- Management's Discussion and Analysis of Financial
                    Condition and Results of Operations                   9 - 12

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

     Item 4 -- Controls and Procedures                                        12

PART II. OTHER INFORMATION

     Item 1 -- Legal Proceedings                                              13

     Item 2 -- Unregistered Sales of Equity 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                                                       14


Signatures                                                                    15

Exhibit Index                                                                 16




                                                                               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,
                                                                                     2005             2004
                                                                                ---------------  --------------
                                                                                  (UNAUDITED)
<S>                                                                             <C>              <C>
CURRENT ASSETS:
   Cash and cash equivalents                                                    $   12,754,278   $  15,783,816
   Accounts receivable -- net of allowance for doubtful accounts of
     $172,152 and $190,155 for 2005 and 2004, respectively                           8,487,879       3,196,750
   Inventories                                                                       9,198,002       6,780,445
   Current portion of deferred tax asset                                               226,266         198,266
   Prepaid expenses, taxes and other current assets                                    839,295         338,144
                                                                                ---------------  --------------
TOTAL CURRENT ASSETS                                                                31,505,720      26,297,421
                                                                                ---------------  --------------
PROPERTY, PLANT AND EQUIPMENT - NET                                                  6,790,329       5,937,788
                                                                                ---------------  --------------
OTHER ASSETS:
   Goodwill                                                                         22,235,576       1,351,392
   Other intangible assets - net                                                    14,000,000               -
   Deferred tax asset                                                                  858,741         886,741
   Other assets                                                                      2,266,643         933,526
                                                                                ---------------  --------------
TOTAL OTHER ASSETS                                                                  39,360,960       3,171,659
                                                                                ---------------  --------------
TOTAL ASSETS                                                                    $   77,657,009   $  35,406,868
                                                                                ===============  ==============

                                     - LIABILITIES AND SHAREHOLDERS' EQUITY -
CURRENT LIABILITIES:
   Accounts payable                                                             $    4,223,963   $   1,915,707
   Accrued expenses and other current liabilities                                    3,641,162         778,704
   Current portion of mortgage payable                                                  46,014          43,485
                                                                                ---------------  --------------
TOTAL CURRENT LIABILITIES                                                            7,911,139       2,737,896
                                                                                ---------------  --------------
LONG TERM LIABILITIES:
   Notes payable                                                                     6,515,391               -
   Deferred income taxes                                                             5,104,616               -
   Mortgage payable                                                                  3,010,561       3,045,395
   Deferred rent payable                                                               169,413         144,745
   Other long term liabilities                                                       2,618,627               -
                                                                                ---------------  --------------
TOTAL LONG TERM LIABILITIES                                                         17,418,608       3,190,140
                                                                                ---------------  --------------
COMMITMENTS AND CONTINGENCIES
SHAREHOLDERS' EQUITY:
   Preferred stock, $.01 par value, 2,000,000 shares authorized,
     none issued                                                                             -               -
   Common stock, $.01 par value, 75,000,000 shares authorized, 28,633,551
     and 20,511,001 shares issued for 2005 and 2004, respectively, 25,583,851
     and 17,461,301 shares outstanding for 2005 and 2004, respectively                 286,335         205,110
   Additional paid-in-capital                                                       35,708,700      14,086,756
   Retained earnings                                                                24,020,465      22,888,395
   Other comprehensive income                                                           13,191               -
   Treasury stock at cost, - 3,049,700 shares                                       (7,701,429)     (7,701,429)
                                                                                ---------------  --------------
TOTAL SHAREHOLDERS' EQUITY                                                          52,327,262      29,478,832
                                                                                ---------------  --------------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY                                      $   77,657,009   $  35,406,868
                                                                                ===============  ==============

                                                See accompanying notes
</TABLE>


                                                                               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,
                             -------------------------  --------------------------
                                 2005         2004          2005          2004
                             ------------  -----------  ------------  ------------
<S>                          <C>           <C>          <C>           <C>
NET SALES                    $12,463,164   $5,943,863   $24,474,017   $17,014,713
                             ------------  -----------  ------------  ------------

COSTS AND EXPENSES:
   Cost of sales               5,810,587    2,768,500    11,477,014     7,719,619
   Operating expenses          6,014,744    2,246,830     9,926,170     7,293,198
   Interest (income)             (57,668)     (72,290)     (234,365)     (399,196)
   Interest expense               57,912       58,708       174,346       176,691
   Other (income) expense        (36,758)     (72,573)     (145,016)       14,793
                             ------------  -----------  ------------  ------------

TOTAL COSTS AND EXPENSES      11,788,817    4,929,175    21,198,149    14,805,105
                             ------------  -----------  ------------  ------------

INCOME BEFORE INCOME TAXES       674,347    1,014,688     3,275,868     2,209,608

PROVISION FOR INCOME TAXES        50,388      230,125       522,438       590,261
                             ------------  -----------  ------------  ------------

NET INCOME                   $   623,959   $  784,563   $ 2,753,430   $ 1,619,347
                             ============  ===========  ============  ============

NET INCOME PER COMMON
SHARE:

    BASIC                    $      0.02   $     0.05   $      0.14   $      0.09
                             ============  ===========  ============  ============

    DILUTED                  $      0.02   $     0.05   $      0.14   $      0.09
                             ============  ===========  ============  ============

                               See accompanying notes
</TABLE>


                                                                               4
<PAGE>
<TABLE>
<CAPTION>
                                       WIRELESS TELECOM GROUP, INC.
                            CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                                (UNAUDITED)


                                                                                  For the Nine Months
                                                                                  Ended September 30,
                                                                               --------------------------
                                                                                   2005          2004
                                                                               ------------  ------------
<S>                                                                            <C>           <C>
CASH FLOWS FROM OPERATING ACTIVITIES
  Net income                                                                   $ 2,753,430   $ 1,619,347
  Adjustments to reconcile net income to net cash
    provided by operating activities:
    Depreciation and amortization                                                  726,162       349,271
    Amortization of purchased intangibles                                          517,878             -
    Deferred rent                                                                   24,668        24,668
    Deferred income taxes                                                           31,616       384,514
    Accrued interest                                                                59,988             -
    Provision for losses on accounts receivable                                    (18,003)      (50,694)
    Provision for warrenty and inventory reserves                                  189,803             -
    Provision for pensions and similar obligations                                 (65,077)            -
  Changes in assets and liabilities, net of effects from purchase of Willtek:
    (Increase) in accounts receivable                                           (2,038,471)     (784,317)
    Decrease (increase) in inventories                                             280,434      (467,141)
    (Increase) decrease in prepaid expenses and other current assets               (79,353)      160,895
    (Decrease) in accounts payable and accrued expenses                         (1,314,661)     (463,694)
    (Decrease) in income taxes payable                                             (10,394)     (538,986)
                                                                               ------------  ------------
      NET CASH PROVIDED BY OPERATING ACTIVITIES                                  1,058,020       233,863
                                                                               ------------  ------------

CASH FLOWS FROM INVESTING ACTIVITIES
    Capital expenditures                                                          (540,705)     (775,192)
    Proceeds from disposal of property, plant and equipment                         47,282             -
    Purchase of intangible assets                                                 (202,130)            -
    Costs associated with acquisition - net of cash acquired                    (2,000,817)      (68,587)
                                                                               ------------  ------------
      NET CASH (USED FOR) INVESTING ACTIVITIES                                  (2,696,370)     (843,779)
                                                                               ------------  ------------

CASH FLOWS FROM FINANCING ACTIVITIES
    Payments of mortgage note                                                      (32,305)      (29,960)
    Decrease from bank overdraft                                                    (3,525)            -
    Cash dividends paid                                                         (1,621,361)   (1,541,845)
    Proceeds from exercise of stock options/warrants                               261,945       493,370
                                                                               ------------  ------------
      NET CASH (USED FOR) FINANCING ACTIVITIES                                  (1,395,246)   (1,078,435)
                                                                               ------------  ------------

FOREIGN EXCHANGE RATE ADJUSTMENT                                                     4,058             -
                                                                               ------------  ------------

NET (DECREASE) IN CASH AND CASH EQUIVALENTS                                     (3,029,538)   (1,688,351)

  Cash and cash equivalents, at beginning of year                               15,783,816    16,265,765
                                                                               ------------  ------------

  CASH AND CASH EQUIVALENTS, AT END OF PERIOD                                  $12,754,278   $14,577,414
                                                                               ============  ============

SUPPLEMENTAL INFORMATION:
    Cash paid during the period for:
          Taxes                                                                $   364,903   $   743,336

          Interest                                                             $   174,346   $   176,691

SUPPLEMENTAL SCHEDULE OF NON-CASH INVESTING AND FINANCING ACTIVITIES:
    Purchase of Willtek Communications GmbH through the issuance of 8,000,000 shares of common stock
    valued at $21,440,000

                                     See accompanying notes
</TABLE>


                                                                               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, 2005 and the
     condensed,  consolidated  statements  of  operations for the three and nine
     month  periods  ended  September  30,  2005  and  2004  and  the condensed,
     consolidated  statements  of  cash  flows  for the nine month periods ended
     September  30,  2005  and  2004  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,  Willtek  Communications GmbH, WTG
     Foreign  Sales  Corporation  and  NC  Mahwah,  Inc.

     In  the  opinion  of  management,  the  accompanying condensed consolidated
     financial  statements  referred to above contain all necessary adjustments,
     consisting of normal accruals and recurring entries, which are necessary to
     present  fairly  the  Company's  results  for  the  interim  periods  being
     presented.

     The  accounting policies followed by the Company are set forth in Note 1 to
     the  Company's  financial  statements included in its annual report on Form
     10-K  for  the  year  ended  December  31, 2004, which note is incorporated
     herein  by  reference.  Specific  reference  is  made  to that report for a
     description  of  the  Company's  securities  and  the  notes  to  financial
     statements  included  therein,  since  certain  information  and  footnote
     disclosures  normally  included  in financial statements in accordance with
     accounting  principles  generally  accepted in the United States of America
     have  been  condensed  or  omitted  from  this  report.

     The  results  of  operations  for  the  three  and nine month periods ended
     September  30,  2005 and 2004 are not necessarily indicative of the results
     to  be  expected  for  the  full  year.

     On  July  1,  2005,  the  Company  acquired  Willtek Communications GmbH, a
     limited  liability  corporation  organized  under  the  laws  of  Germany
     ("Willtek"),  for the net purchase price of $24,331,881. The acquisition of
     Willtek  was recorded under the purchase method of accounting for financial
     statement  purposes. Willtek's Balance Sheets are included in the Condensed
     Consolidated  Balance Sheet at September 30, 2005, however are not included
     at  December  31,  2004. Willtek's results of operations and cash flows for
     the  three  months  ended  September 30, 2005 are included in the Condensed
     Consolidated  Statements of Operations and Cash Flows, but their results of
     operations and cash flows for the three and nine months ended September 30,
     2004  are  not  included.

     Certain  prior  years'  information has been reclassified to conform to the
     current  year's  reporting  presentation.

NOTE 2 - INCOME PER COMMON SHARE

     Income  per  common  share  is  computed  by dividing the net income by the
     weighted  average  number  of  common  shares  and common equivalent shares
     outstanding  during  each  period.  Shares  re-acquired  by the Company and
     denoted  as  treasury  stock  are  not  included  in  this  calculation. 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.  Diluted  earnings per share reflect
     potential  dilution  from  the  exercise  of  securities into common stock.

NOTE 3 - SHAREHOLDERS' EQUITY

     During the nine months ended September 30, 2005, no shares were repurchased
     by  the  Company under the stock repurchase program authorized by the Board
     of  Directors  on  November  27,  2000  and  as amended on October 5, 2001.


                                                                               6
<PAGE>
                          WIRELESS TELECOM GROUP, INC.
          NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)

NOTE 4 - GOODWILL AND OTHER INTANGIBLE ASSETS

     Effective  January  1,  2002,  the  Company  adopted Statement of Financial
     Accounting  Standards  ("SFAS")  No.  142,  "Goodwill  and Other Intangible
     Assets".  In  accordance  with  SFAS  No. 142, intangible assets, including
     purchased  goodwill,  must  be  evaluated  for impairment. Those intangible
     assets  that  will  continue  to  be  classified  as  goodwill  or as other
     intangibles  with  indefinite  lives  are  no longer amortized, but will be
     tested  for  impairment periodically. During 2004, the goodwill relating to
     the acquisition of Microlab/FXR was tested for impairment by an independent
     valuation  consulting  firm  for  the  year  ended  December  31, 2004. The
     conclusion  of  the valuation was that this goodwill was not impaired under
     SFAS  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. On July 1, 2005, the goodwill
     relating  to the purchase of Willtek Communications was recorded based on a
     preliminary  valuation  report.  This  goodwill  is  subject to potentially
     material  changes  upon receipt of the final valuation upon Willtek. At the
     end  of  each  year  going forward, additional testing will be performed to
     determine  any  potential  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,
                                            2005          2004          2005          2004
                                        ------------  ------------  ------------  ------------
<S>                                     <C>           <C>           <C>           <C>
      Net income:
        As reported                     $    623,959  $    784,563  $  2,753,430  $  1,619,347
        Less: stock based compensation
        expense - net of tax                  34,696        30,205       133,826        87,237
                                        ------------  ------------  ------------  ------------
        Pro forma                       $    589,263  $    754,358  $  2,619,604  $  1,532,110
                                        ============  ============  ============  ============
      Basic earnings per share:
        As reported                     $        .02  $        .05  $        .14  $        .09
        Pro forma                                .02           .04           .13           .09
      Diluted earnings per share:
        As reported                     $        .02  $        .05  $        .14  $        .09
        Pro forma                                .02           .04           .13           .09
</TABLE>

     In  December  2004,  the  FASB  issued SFAS 123 (revised 2004) "Share-Based
     Payment".  This  Statement  requires  that  the  cost  resulting  from  all
     share-based  transactions  be  recorded  in  the  financial statements. The
     Statement establishes fair value as the measurement objective in accounting
     for  share-based  payment arrangements and requires all entities to apply a
     fair-value-based  measurement  in  accounting  for  share-based  payment
     transactions  with  employees. The Statement also establishes fair value as
     the  measurement  objective  for  transactions  in which an entity acquires
     goods  or  services from non-employees in share-based payment transactions.
     The  Statement  replaces SFAS 123 "Accounting for Stock-Based Compensation"
     and  supersedes  APB  Opinion  No.  25  "Accounting  for  Stock  Issued  to
     Employees".  The  Company  believes  that  this  pronouncement,  which  is
     effective  for  periods  beginning after December 15, 2005, will not have a
     material  effect  on  its  financial  position.


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

NOTE  6  -  ACQUISITION

     The  assets  acquired and liabilities assumed in business combinations were
     recorded  on the Company's Consolidated Balance Sheets as of the respective
     acquisition  date  based upon their estimated fair values at such date. The
     results  of  operations  of  businesses  acquired  by the Company have been
     included  in  the Company's Statements of Operations since their respective
     date  of  acquisition.  The excess of the purchase price over the estimated
     fair  values  of  the  underlying  assets  acquired, including identifiable
     intangible assets, and liabilities assumed was allocated to goodwill, which
     will  be subject to annual impairment review. In certain circumstances, the
     allocations  of  the  excess  purchase  price  are  based  upon preliminary
     estimates  and  assumptions.  Accordingly,  the  allocations are subject to
     revision  when the Company receives final information, including appraisals
     and other analyses. Revisions to the fair values, which may be significant,
     will  be  recorded  by  the  Company as further adjustments to the purchase
     price  allocations.

     On  July  1,  2005,  the  Company acquired all of the outstanding equity of
     Willtek  Communications  GmbH,  a  limited  liability corporation organized
     under  the laws of Germany ("Willtek"), in exchange for 8,000,000 shares of
     WTT's  common  stock having an aggregate value of $21.4 million, based on a
     closing  sale  price  of  $2.68  per share of WTT's common stock on July 1,
     2005.  Additionally, there were approximately $2.9 million in closing costs
     related to the acquisition. The business combination has been accounted for
     as a purchase in accordance with SFAS No. 141 allocating the purchase price
     to  the  tangible  and  intangible  assets acquired and liabilities assumed
     based  on  their  estimated  fair  values.  The  acquisition  resulted  in
     approximately  $20.9  million  of  goodwill.  Intangible assets acquired of
     approximately  $14.5  million, consist of customer relationships, developed
     technology,  and  trade name and trademarks, which are being amortized over
     an  average life of 6 years. For the quarter ended September 30, 2005, this
     resulted  in  $500,000  of non-cash amortization expense, which affects the
     Company's  results of operations. Based on information currently available,
     and  subject to potential material changes upon receipt of the valuation in
     accordance  with  SFAS  No.  141 for Purchase Accounting, the unaudited pro
     forma  results,  as  if  the  purchase  occurred  on  January  1, 2004, the
     beginning  of  the  earliest  period  presented, are shown in the following
     table:

<TABLE>
<CAPTION>
                                                 For  the  Three  Months       For  the  Nine  Months
                                                    Ended September 30,        Ended  September  30,
                                                    2005          2004          2005           2004
                                                ------------  ------------  -------------  -------------
<S>                                             <C>           <C>           <C>            <C>
       Net revenue                              $ 12,463,000  $ 12,468,000  $ 36,428,000   $ 35,908,000
                                                ============  ============  =============  =============

       Net income (loss)                        $    624,000  $    120,000  $   (722,000)  $ (2,096,000)
                                                ============  ============  =============  =============

       Diluted income (loss) per common share   $       0.02  $       0.01  $       (.03)  $       (.08)
                                                ============  ============  =============  =============
</TABLE>

NOTE 7 - SEGMENT INFORMATION: REGIONAL ASSETS AND SALES

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

<TABLE>
<CAPTION>
Assets              AS OF SEPTEMBER 30, 2005   As of December 31, 2004
------             -------------------------  ------------------------
<S>                 <C>                        <C>
     United States  $              66,381,000  $             35,407,000
     Europe                        11,276,000                         -
                    -------------------------  ------------------------
                    $              77,657,000  $             35,407,000
                    =========================  ========================
</TABLE>

<TABLE>
<CAPTION>
                     For the Three Months      For the Nine Months
                      Ended September 30,      Ended September 30,
Revenues by Region     2005         2004        2005         2004
------------------  -----------  ----------  -----------  -----------
<S>                 <C>          <C>         <C>          <C>
     Americas       $ 5,699,000  $4,095,000  $14,542,000  $12,028,000
     Europe           3,586,000   1,093,000    4,965,000    3,168,000
     Asia             1,545,000     745,000    3,313,000    1,778,000
     Other            1,633,000      11,000    1,654,000       41,000
                    -----------  ----------  -----------  -----------
                    $12,463,000  $5,944,000  $24,474,000  $17,015,000
                    ===========  ==========  ===========  ===========
</TABLE>


                                                                               8
<PAGE>
                          WIRELESS TELECOM GROUP, INC.
          NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)

NOTE 8 - COMMITMENTS AND CONTINGINCIES

     The  Company's  former  Chief Executive Officer, Cyrill Damany, resigned on
September  1,  2005.  The  Company  agreed to pay him severance of approximately
$100,000, which is accrued in the financial statements as of September 30, 2005.
This  amount  was  paid  at  the  end  of  October  2005.


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

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

Wireless  Telecom  Group,  Inc.,  and  its  operating  subsidiaries,  Boonton
Electronics  Corporation, Microlab/FXR and Willtek Communications GmbH, acquired
on  July 1, 2005, (collectively, the "Company"), develop, manufacture and market
a  wide  variety  of  electronic noise sources, electronic testing and measuring
instruments including power meters, voltmeters and modulation meters, high-power
passive  microwave  components  and  handset  production  testers  for  wireless
products.  The  Company's products have historically been primarily used to test
the  performance  and  capability  of  cellular/PCS  and satellite communication
systems and to measure the power of RF and microwave systems. Other applications
include radio, radar, wireless local area network (WLAN) and digital television.

The financial information presented herein includes:
(i)  Condensed  Consolidated  Balance  Sheets as of September 30, 2005 and as of
December 31, 2004   (ii) Condensed Consolidated Statements of Operations for the
three  and  nine  month  periods  ended  September  30,  2005 and 2004 and (iii)
Condensed Consolidated Statements of Cash Flows for the nine month periods ended
September  30,  2005  and  2004.

Willtek's  Balance  Sheets  are  included  in the Condensed Consolidated Balance
Sheets  at  September  30,  2005, however are not included at December 31, 2004.
Willtek's  results  of  operations  and  cash  flows  for the three months ended
September  31,  2005  are  included  in the Condensed Consolidated Statements of
Operations  and  Cash  Flows, but their results of operations and cash flows for
the  three  and  nine  months  ended  September  30,  2004  are  not  included.



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.


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

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.


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,  2004.

For  the  nine  months ended September 30, 2005 as compared to the corresponding
period of the previous year, net sales increased to $24,474,000 from $17,015,000
an  increase of $7,459,000 or 43.8%. For the quarter ended September 30, 2005 as
compared  to  the corresponding period of the previous year, net sales increased
to  $12,463,000  from  $5,944,000,  an  increase  of  $6,519,000  or 109.6%. The
increases  in  the  three and nine months ended September 30, 2005 are primarily
the  result of the inclusion of Willtek's sales for the three month period ended
September  30,  2005,  as well as an overall increase in sales activity in 2005,
related  to  an  improved  demand  for  Microlab's passive microwave components.


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

Gross  profit  on  net  sales  for  the nine months ended September 30, 2005 was
$12,997,000  or  53.1%  as  compared to $9,295,000 or 54.6% of net sales for the
nine  months ended September 30, 2004. Gross profit on net sales for the quarter
ended  September  30,  2005 was $6,653,000 or 53.4% as compared to $3,175,000 or
53.4%  of  net sales for the three months ended September 30, 2004. Gross profit
dollars  are  higher for the three and nine months ended September 30, 2005 than
in  the same period for 2004 primarily due to the inclusion of Willtek's results
of operations for the three month period ended September 30, 2005 and an overall
increase in sales volume in 2005. There was no change in gross profit percentage
for the three months ended September 30, 2005 as compared to the same period for
2004.  However,  the gross profit percentage for the nine months ended September
30,  2005 was slightly lower than that of the same period for 2004 due to higher
manufacturing  labor  and  direct overhead costs, and the product mix being sold
during  this period being of a slightly lower margin. The Company can experience
variations  in  gross  profit  based  upon  the  mix of products sold as well as
variations  due  to revenue volume and economies of scale. The Company continues
to  carefully  monitor costs associated with material acquisition, manufacturing
and  production.

Operating  expenses for the nine months ended September 30, 2005 were $9,926,000
or  40.6%  of  net sales as compared to $7,293,000 or 42.9% of net sales for the
nine  months  ended September 30, 2004. Operating expenses for the quarter ended
September  30,  2005  were  $6,015,000  or  48.3%  of  net  sales as compared to
$2,247,000  or  37.8%  of  net  sales  for the quarter ended September 30, 2004.

For  the three months ended September 30, 2005 as compared to the same period of
the  prior  year,  operating  expenses  increased in dollars by $3,768,000. This
increase  is  primarily due to the inclusion of Willtek's operating expenses for
the  quarter  ended September 30, 2005 of $3,742,000 and the estimated quarterly
non-cash amortization of intangible assets related to the acquisition of Willtek
of  $500,000.  These  increases  are partially offset by an overall reduction in
operating  expenses  across  all  business  groups  resulting from the Company's
implementation  of  an  effective  cost  reduction  plan and ongoing operational
synergies,  including  last  year's  consolidation  of  the Microlab facility to
Parsippany.

For  the  nine months ended September 30, 2005 as compared to the same period in
the  prior  year,  operating  expenses  increased in dollars by $2,633,000. This
increase  is  primarily due to the inclusion of Willtek's operating expenses for
the three-month period ending September 30, 2005 of $3,742,000 and the estimated
quarterly  non-cash amortization of intangible assets related to the acquisition
of  Willtek  of  $500,000.  These  increases  are partially offset by an overall
reduction  in  operating  expenses across all business groups resulting from the
Company's  implementation  of  an  effective  cost  reduction  plan  and ongoing
operational  synergies,  including  last  year's  consolidation  of the Microlab
facility  to  Parsippany. Additionally, there was a one-time payout in the first
quarter  of  2004  to  the Company's former Chief Executive Officer of $685,000,
which  increased  operating  expenses  in  2004.

Interest  income decreased by $15,000 and $165,000 for the three and nine months
ended September 30, 2005, respectively, as compared to the corresponding periods
of  the  previous year. These decreases were primarily due to lower returns in a
working  capital  management account, classified as cash equivalents, due to the
fact  that  they  were  highly  liquid  and readily convertible to cash and were
intended  to  be  liquidated  by  the  Company  on  a  short-term  basis.

For  the  three  months  ended  September  30,  2005,  other income decreased by
$36,000.  This  was  primarily  due  to  currency exchange losses related to the
inclusion  of  Willtek  and decreased gains in the current year in the Company's
working  capital  management  account.  For  the nine months ended September 30,
2005,  other  income  increased  by $160,000. This was primarily due to realized
losses  of  short-term  bonds  in the above-mentioned working capital management
account  in  the  second  quarter  of  2004.

Net  income  increased  to $2,753,000, or $.14 per share (diluted), for the nine
months  ended  September  30,  2005 as compared to $1,619,000, or $.09 per share
(diluted) for the nine months ended September 30, 2004. The Company realized net
income  for  the  quarter ended September 30, 2005 of $624,000 or $.02 per share
(diluted)  as  compared  to  $785,000  or $.05 per share (diluted) for the three
months ended September 30, 2004. 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,  2005  and  2004,  respectively.


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

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

The  Company's  working  capital  has  increased  by  $35,000  to $23,595,000 at
September  30,  2005,  from  $23,560,000 at December 31, 2004.  At September 30,
2005  the  Company  had  a current ratio of 4.0 to 1, and a ratio of debt to net
worth  of 0.48 to 1. At December 31, 2004 the Company had a current ratio of 9.6
to  1,  and  a  ratio  of debt to net worth of 0.20 to 1. In 2005, the Company's
current  ratio was affected by current liabilities assumed and cash paid for the
acquisition  of  Willtek.

The  Company  realized  cash  provided  by  operations  of  $1,058,000  for  the
nine-month  period  ending September 30, 2005. The primary source of these funds
was provided by net income of $2,753,000, a non-cash adjustment for depreciation
and  amortization  of  $1,244,000  and  a  decrease  in inventories of $280,000,
partially  offset  by  an  increase  in  accounts receivable of $2,038,000 and a
decrease  in  accounts  payable  and  accrued  expenses  of  $1,315,000.

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.

Operating  activities  provided $234,000 in cash flows for the comparable period
in  2004.  The  source  of  these  funds  was  primarily  due  to  net income of
$1,619,000,  deferred  income  taxes  of  $385,000 and a non-cash adjustment for
depreciation  and  amortization  of $349,000, partially offset by an increase in
accounts receivable of $784,000, a decrease in income taxes payable of $539,000,
an  increase  in  inventories of $467,000 and a decrease in accounts payable and
accrued  expenses  of  $464,000.

Net  cash  used for investing activities for the nine months ended September 30,
2005  was  $2,696,000.  The primary use of these funds was costs associated with
the  acquisition  of  Willtek,  net  of  the  cash  acquired at July 1, 2005, of
$2,001,000  and  capital  expenditures  of  $541,000.  For the nine months ended
September  30,  2004,  net  cash used for investing activities was $844,000. The
primary  use  of  these  funds  was  capital  expenditures.

Net  cash  used for financing activities for the nine months ended September 30,
2005  was  $1,395,000.  The primary use of these funds was for dividends paid in
the  amount  of  $1,621,000,  partially  offset by proceeds from the exercise of
stock  options in the amount of $262,000. Net cash used for financing activities
in  the  same  period  of 2004 was $1,078,000. The primary use of these funds in
2004 was for dividends paid of $1,542,000, partially offset by proceeds from the
exercise  of  stock  options  in  the  amount  of  $493,000.

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.  This  takes  into  consideration  the  cash
requirements relating to the acquisition of Willtek on July 1, 2005. The Company
does  not  believe  it  will  need  to borrow funds during the next twelve-month
period.

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

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

ITEM 3 - QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

None.

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.  UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

     On  July  1, 2005, the Company issued 1,527,333 Shares and 6,472,667 Shares
     of  its  Common  Stock  to  Damany  Holding  GmbH and Investcorp Technology
     Ventures,  LP,  respectively, in connection with the acquisition of Willtek
     Communications  GmbH  ("Willtek").  See  Note  6  - Willtek Acquisition for
     information regarding the acquisition of Willtek. These issuances were made
     in  reliance  upon  an  exemption from the registration requirements of the
     Securities  Act  of  1933  pursuant  to  Section  4(2)  thereof.

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

Exhibit No.    Description
-----------    -----------
2.1*           Amended and Restated Stock Purchase Agreement, dated March 29,
               2005, by and among Wireless Telecom Group, Inc., Investcorp
               Technology Ventures, L.P., Damany Holding GmbH and Willtek
               Communications GmbH.

10.1*          Amended  and  Restated Loan Agreement, dated March 29, 2005, by
               and  among  Investcorp  Technology  Ventures,  L.P.,  Willtek
               Communications  GmbH  and  Wireless  Telecom  Group,  Inc.

10.2**         Shareholders' Agreement, dated as of July 1, 2005, among
               Wireless Telecom Group, Inc., Investcorp Technology Ventures,
               L.P. and Damany Holding GmbH.

10.3**         Indemnification Escrow Agreement, dated as of July 1, 2005, by
               and among Wireless Telecom Group, Inc., Investcorp Technology
               Ventures, L.P., Damany Holding GmbH and American Stock Transfer &
               Trust Company.

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)

______________________
*  Previously filed as an Exhibit to WTT's Current Report on Form 8-K, dated
   March 29, 2005, and incorporated herein by reference.
** Previously filed as an Exhibit to WTT's Current Report on Form 8-K, dated
   July 1, 2005, and incorporated herein by reference.


                                                                              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 9, 2005            /S/Paul Genova
                                   ----------------------------------
                                   Paul Genova
                                   (Interim) Chief Executive Officer



Date:  November 9, 2005            /S/Paul Genova
                                   ----------------------------------
                                   Paul Genova
                                   President, Chief Financial Officer


                                                                              14
<PAGE>
                                  EXHIBIT LIST


Exhibit No.    Description
-----------    -----------
2.1*           Amended and Restated Stock Purchase Agreement, dated March 29,
               2005, by and among Wireless Telecom Group, Inc., Investcorp
               Technology Ventures, L.P., Damany Holding GmbH and Willtek
               Communications GmbH.

10.1*          Amended  and  Restated Loan Agreement, dated March 29, 2005, by
               and  among  Investcorp  Technology  Ventures,  L.P.,  Willtek
               Communications  GmbH  and  Wireless  Telecom  Group,  Inc.

10.2**         Shareholders' Agreement, dated as of July 1, 2005, among
               Wireless Telecom Group, Inc., Investcorp Technology Ventures,
               L.P. and Damany Holding GmbH.

10.3**         Indemnification Escrow Agreement, dated as of July 1, 2005, by
               and among Wireless Telecom Group, Inc., Investcorp Technology
               Ventures, L.P., Damany Holding GmbH and American Stock Transfer &
               Trust Company.

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)

______________________
*  Previously filed as an Exhibit to WTT's Current Report on Form 8-K, dated
   March 29, 2005, and incorporated herein by reference.
** Previously filed as an Exhibit to WTT's Current Report on Form 8-K, dated
   July 1, 2005, and incorporated herein by reference.


                                                                              15