<PAGE>

                                    FORM 10-Q

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                                For Quarter Ended

                                 March 31, 2000

[ ] 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)

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

         East 64 Midland Avenue
          Paramus, New Jersey                                   07652
--------------------------------------------                    -----
(Address of principal executive offices)                      (Zip Code)

</TABLE>

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


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

<TABLE>
<S>                                                <C>
Common Stock -- Par Value $.01                         17,243,007
------------------------------                     ------------------
           Class                                   Outstanding Shares
                                                      At May 8, 2000

</TABLE>









<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 March 31, 2000
                         (unaudited) and December 31, 1999                                                3

                    Condensed Statements of Operations for the Three
                         Months Ended March 31, 2000 and 1999 (unaudited)                                 4

                    Condensed Statements of Cash Flows for the Three
                         Months Ended March 31, 2000 and 1999 (unaudited)                                 5

                    Notes to Interim Condensed Financial Statements (unaudited)                           6

                    Review Report on Interim Condensed Financial Statements                               7

             Item 2 -- Management's Discussion and Analysis of Financial
                         Condition and Results of Operations                                            8 - 9

    PART II. OTHER INFORMATION

             Item 1 -- Legal Proceedings                                                                  10

             Item 2 -- Changes in Securities                                                              10

             Item 3 -- Defaults upon Senior Securities                                                    10

             Item 4 -- Submission of Matters to a Vote of Security Holders                                10

             Item 5 -- Other Information                                                                  10

             Item 6 -- Exhibits and Reports on Form 8-K                                                   10

    Signatures                                                                                            11

    Exhibit 11.1                                                                                          12

    Exhibit 27                                                                                            13

</TABLE>


                                                                               2







<PAGE>



                         PART I -- FINANCIAL INFORMATION

ITEM 1 -- Financial Statements

                          WIRELESS TELECOM GROUP, INC.
                      CONDENSED CONSOLIDATED BALANCE SHEETS


<TABLE>
<CAPTION>

                                                   -- ASSETS --
                                                                                    MARCH 31,       DECEMBER 31,
                                                                                      2000              1999
                                                                                  -------------     -------------
                                                                                    (UNAUDITED)

<S>                                                                               <C>              <C>
CURRENT ASSETS:
    Cash and cash equivalents                                                     $ 23,567,656     $ 22,139,504
    Accounts receivable -- net of allowance for
      doubtful accounts of $58,592 and $44,681, respectively                         1,247,044          919,404
    Inventories                                                                      1,424,749        1,389,887
    Prepaid expenses and other current assets                                          701,493        1,636,245
                                                                                  ------------     ------------
TOTAL CURRENT ASSETS                                                                26,940,942       26,085,040
                                                                                  ------------     ------------

PROPERTY, PLANT AND EQUIPMENT -- NET                                                   602,006          609,854
                                                                                  ------------     ------------

OTHER ASSETS:
    Goodwill -- net                                                                  2,323,718        2,365,385
    Investment  property net of accumulated depreciation(Note 3)                     4,225,538        4,247,711
    Other assets                                                                       558,964           57,385
                                                                                  ------------     ------------
TOTAL OTHER ASSETS                                                                   7,108,220        6,670,481
                                                                                  ------------     ------------
                                                                                  $ 34,651,168     $ 33,365,375
                                                                                  ============     ============

                                     -- LIABILITIES AND SHAREHOLDERS' EQUITY --

CURRENT LIABILITIES:
    Accounts payable                                                              $    564,330     $    287,488
    Accrued expenses and other current liabilities                                     764,439          772,011
    Current portion of mortgage payable                                                 30,400           31,509
    Income tax payable                                                                 218,391          218,391
                                                                                  ------------     ------------
TOTAL CURRENT LIABILITIES                                                            1,577,560        1,309,399
                                                                                  ------------     ------------

DEFERRED INCOME TAXES                                                                  206,610          206,610
                                                                                  ------------     ------------

LONG TERM LIABILITIES:
     Mortgage payable                                                                3,225,647        3,229,976
     Other                                                                             127,772          144,440
                                                                                  ------------     ------------
TOTAL LONG TERM LIABILITIES                                                          3,353,419        3,374,416
                                                                                  ------------     ------------

COMMITMENTS AND CONTINGENCIES

SHAREHOLDERS' EQUITY(NOTE4):
    Preferred stock, $.01 par value, 2,000,000
      shares authorized, none issued                                                      --               --
    Common stock, $.01 par value, 30,000,000 shares
      authorized, 17,805,854 and 17,702,298 shares issued, respectively                178,059          177,023
    Additional paid-in-capital                                                       7,005,977        6,631,061
    Retained earnings                                                               23,600,378       22,937,701
    Treasury stock at cost, 588,900 shares                                          (1,270,835)      (1,270,835)
                                                                                  ------------     ------------
                                                                                    29,513,579       28,474,950
                                                                                  ------------     ------------
                                                                                  $ 34,651,168     $ 33,365,375
                                                                                  ============     ============

</TABLE>

   The accompanying notes are an integral part of these financial statements.




                                                                               3






<PAGE>




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


<TABLE>
<CAPTION>

                                                              For the Three Months
                                                                Ended March 31,
                                                           ---------------------------
                                                              2000           1999
                                                              ----           ----

<S>                                                        <C>             <C>
NET SALES                                                  $ 2,141,335     $ 1,543,724
                                                           -----------     -----------

COSTS AND EXPENSES:
    Cost of sales                                              672,849         389,200
    Operating expenses                                         781,063         496,981
    Interest, dividend and other income                       (407,241)       (213,580)
                                                           -----------     -----------

TOTAL COSTS AND EXPENSES                                     1,046,671         672,601
                                                           -----------     -----------


INCOME FROM CONTINUING OPERATIONS
BEFORE PROVISION FOR INCOME TAX                              1,094,664         871,123

PROVISION FOR INCOME TAXES                                     431,986         327,846
                                                           -----------     -----------


INCOME FROM CONTINUING OPERATIONS                              662,678         543,277

DISCONTINUED OPERATIONS:
    Income (Loss) from discontinued operations -- net of
        income taxes                                              --           (17,982)
    Gain on sale of test equipment business -- net of
        income taxes                                              --         3,578,834
                                                           -----------     -----------

NET INCOME                                                 $   662,678     $ 4,104,129
                                                           ===========     ===========

NET INCOME PER COMMON SHARE (NOTE 2):

     BASIC
          Continuing Operations                            $       .04     $       .03
          Discontinued Operations                          $       .00     $       .20
                                                           -----------     -----------
                                                           $       .04     $       .23
                                                           ===========     ===========
     DILUTED
          Continuing Operations                            $       .04     $       .03
          Discontinued Operations                                  .00             .20
                                                           -----------     -----------

                                                           $       .04     $       .23
                                                           ===========     ===========

</TABLE>




   The accompanying notes are an integral part of these financial statements.



                                                                               4







<PAGE>



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

<TABLE>
<CAPTION>

                                                                                 For the Three Months
                                                                                    Ended March 31,
                                                                            ----------------------------
                                                                                 2000            1999
                                                                                 ----            ----
<S>                                                                        <C>              <C>
CASH FLOWS FROM OPERATING ACTIVITIES
  Net Income                                                               $    662,678     $  4,104,129
  Adjustments to reconcile net income to net cash provided by operating
     activities:
     Depreciation and amortization                                              109,191          135,896
     Other income                                                               (16,668)          (5,556)
     Provision for losses on accounts receivable                                 13,911          (97,648)
     Gain on sale of discontinued division                                         --         (5,583,204)
  Changes in assets and liabilities:
     (Increase) decrease in accounts receivable                                (341,551)         694,428
     (Increase) in inventories                                                  (34,862)        (108,586)
     Decrease in prepaid expenses and other assets                              934,752          915,865
     Increase (decrease) in accounts payable and accrued expenses               269,271         (127,004)
     Increase in income taxes payable                                              --          1,922,809
                                                                            -----------     ------------
          NET CASH PROVIDED BY OPERATING ACTIVITIES                           1,596,722        1,851,129
                                                                            -----------     ------------



CASH FLOWS FROM INVESTING ACTIVITIES
    Purchase of investment                                                     (500,000)            --
    Capital expenditures                                                        (37,504)        (162,784)
    Officer's life insurance                                                       --             24,159
    Proceeds from sale of discontinued division                                    --         16,730,730
    Proceeds from covenant not to compete                                          --            200,000
    Purchase of Noise Product line                                                 --         (2,500,000)
    Expenses related to disposal                                                   --         (1,186,551)
    Increase of real estate escrow                                               (1,579)            --
                                                                            -----------     ------------
           NET CASH (USED FOR) PROVIDED BY INVESTING ACTIVITIES                (539,083)      13,105,554
                                                                            -----------     ------------



CASH FLOWS FROM FINANCING ACTIVITIES
    Payments on mortgage                                                         (5,437)            --
    Proceeds from exercise of stock options\warrants                            375,950             --
                                                                           ------------     ------------
         NET CASH PROVIDED BY FINANCING ACTIVITIES                              370,513             --
                                                                           ------------     ------------


NET INCREASE IN CASH AND CASH EQUIVALENTS                                     1,428,152       14,956,683

  Cash and cash equivalents, at beginning of year                            22,139,504        9,031,724
                                                                           ------------     ------------


  CASH AND CASH EQUIVALENTS, AT END OF PERIOD                              $ 23,567,656     $ 23,988,407
                                                                           ============     ============

SUPPLEMENTAL INFORMATION:
    Cash paid during the period for:
         Taxes                                                             $    725,400     $     15,280


</TABLE>

   The accompanying notes are an integral part of these financial statements.


                                                                               5






<PAGE>




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

NOTE 1 -- SUMMARY OF SIGNIFICANT ACCOUNTING PRINCIPLES AND POLICIES

     The condensed consolidated balance sheet as of March 31, 2000 and the
     condensed consolidated statements of operations for the three month periods
     ended March 31, 2000 and 1999 and the condensed consolidated statements of
     cash flows for the three month periods ended March 31, 2000 and 1999 have
     been prepared by the Company without audit. The financial statements for
     the period ended March 31, 2000 have been reviewed by our auditors. The
     consolidated financial statements include the accounts of Wireless Telecom
     Group, Inc. and its wholly-owned subsidiaries, WTG Foreign Sales
     Corporation and NC Mahwah, Inc. WTG Foreign Sales Corporation began
     operations as a subsidiary of the Company in February 1996.

     On March 11, 1999 the Company consummated the sale of all of its Wireless
     Test Equipment Business to Telecom Analysis Systems, Inc., a New Jersey
     corporation ("TAS"), for a purchase price of approximately $19 million
     pursuant to an Asset Purchase Agreement, dated January 7, 1999, between the
     Company and TAS (the "Asset Purchase Agreement"). Also, pursuant to the
     Asset Purchase Agreement, the Company purchased TAS' products relating to
     single-function noise generation (the "Noise Assets") for a purchase price
     of approximately $2.5 million, and the Company and TAS entered into
     non-competition agreements with the businesses associated with the
     respective products purchased by each.

     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 only, 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, 1999, 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 generally accepted
     accounting principles have been condensed or omitted.

     The results of operations for the three month periods ended March 31, 2000
     and 1999 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. The Company has adopted SFAS 128 "Earnings
     Per Share" ("SFAS 128"), which has changed the method for calculating
     earnings per share. SFAS 128 requires the presentation of "basic" and
     "diluted" earnings per share on the face of the income statement. Prior
     period earnings per share data have been restated in accordance with
     Statement 128.

NOTE 3 -- INVESTMENT PROPERTY

     The Company has reclassified the land and building it owns in Mahwah, New
     Jersey. This property is not being utilized for operations and is currently
     available for sale.


                                                                               6






<PAGE>


            REVIEW REPORT ON INTERIM CONDENSED FINANCIAL STATEMENTS


To the Shareholders
Wireless Telecom Group, Inc.


We have reviewed the accompanying balance sheet, statement of operations and
statement of cash flows of Wireless Telecom Group, Inc. as of March 31, 2000 and
for the three month period then ended. These financial statements are the
responsibility of the company's management.

We conducted our review in accordance with standards established by the American
Institute of Certified Public Accountants. A review of interim financial
information consists principally of applying analytical procedures to financial
data and making inquiries of persons responsible for financial and accounting
matters. It is substantially less in scope than an audit conducted in accordance
with generally accepted auditing standards, the objective of which is the
expression of an opinion regarding the financial statements taken as a whole.
Accordingly, we do not express such an opinion.

Based on our review, we are not aware of any material modifications that should
be made to the accompanying financial statements for them to be in conformity
with generally accepted accounting principles.



                                       /s/ Lazar Levine & Felix LLP
                                       ----------------------------
                                       LAZAR LEVINE & FELIX LLP

New York, New York
May 10, 2000




                                                                               7







<PAGE>




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

         INTRODUCTION

         Wireless Telecom Group, Inc., a New Jersey corporation (the "Company"),
         develops, manufactures and markets a wide variety of electronic noise
         sources, and in addition, until March 11, 1999, test instruments for
         the wireless telecommunication industry. The Company's products have
         historically been primarily used to test the performance and capability
         of cellular/PCS and satellite communications systems. Other
         applications include radio, radar, wireless local area network (WLAN)
         and digital television. On March 11, 1999 the Company consummated the
         sale of all of its Wireless Test Equipment Business to Telecom Analysis
         Systems, Inc., a New Jersey corporation ("TAS"), for a purchase price
         of approximately $19 million pursuant to an Asset Purchase Agreement,
         dated January 7, 1999, between the Company and TAS (the "Asset Purchase
         Agreement"). Also, pursuant to the Asset Purchase Agreement, the
         Company purchased TAS' products relating to single-function noise
         generation (the "Noise Assets") for a purchase price of approximately
         $2.5 million, and the Company and TAS entered into non-competition
         agreements with the businesses associated with the respective products
         purchased by each.

         The financial information presented herein includes:

         (i)  Condensed consolidated balance sheets as of March 31, 2000 and as
              of December 31, 1999 (ii) Condensed consolidated statements of
              operations for the three month periods ended March 31, 2000 and
              1999 and (iii) Condensed consolidated statements of cash flows
              for the three month periods ended March 31, 2000 and 1999.

         The financial statements as of and for the period ended March 31, 2000
         have been reviewed by our auditors.

         OPERATIONS

         For the three months ended March 31, 2000 as compared to the
         corresponding period of the previous year, net sales increased to
         $2,141,335 from $1,543,724 an increase of $597,611 or 38.7%. This is
         primarily due to an increase in application of the Company's products
         as built-in testers in wireless networks and an overall increase in the
         market for the Company's noise-based communication products.

         The Company's gross profit on net sales for the three months ended
         March 31, 2000 was $1,468,486 or 68.6% as compared to $1,154,524 or
         74.8% for the three months ended March 31, 1999. 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 three months ended March 31, 2000 were
         $781,063 or 36.5% of net sales as compared to $496,981 or 32.2% of net
         sales for the three months ended March 31, 1999.

         For the three months ended March 31, 2000 as compared to the same
         period of the prior year, operating expenses increased in dollars by
         $284,082. This increase is primarily due to increased expenditures in
         research and development and commission expenses. The amortization of
         goodwill in connection with the acquisition of products relating to
         single-function noise generation from Telecom Analysis Systems is also
         responsible for the increase in operating expenses.

         Interest, dividend and other income increased by $193,661 for the three
         months ended March 31, 2000. This increase was due to a higher average
         investment balance during 2000.


                                                                               8








<PAGE>


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

         Net income from continuing operations increased to $662,678, or $.04
         per share, for the three months ended March 31, 2000 as compared to
         $543,277, or $.03 per share for the three months ended March 31, 1999.
         The explanation of these changes can be derived from the analysis given
         above of operations for the quarters ending March 31, 2000 and 1999,
         respectively.

         LIQUIDITY AND CAPITAL RESOURCES

         The Company's working capital has increased by $587,741 to $25,363,382
         at March 31, 2000, from $24,775,641 at December 31, 1999. At March 31,
         2000 the Company had a current ratio of 17.1 to 1, and a ratio of debt
         to net worth of .17 to 1. At December 31, 1999 the Company had a
         current ratio of 19.9 to 1, and a ratio of debt to net worth of .17 to
         1.

         Cash provided by operations was $1,596,722 for the period ending March
         31, 2000. Cash provided by net income was $662,678. In addition,
         prepaid expenses decreased by $934,752 and accounts payable and accrued
         expenses increased by $269,271. This was offset by an increase in
         accounts receivable of $341,551.

         Operating activities provided $1,851,129 in cash flows for the
         comparable period in 1999. Cash provided by operations was primarily
         due to net income and an increase in income taxes payable offset by the
         gain on sale of discontinued division.

         Net cash used for investing activities for the quarter ending March 31,
         2000 was $539,083. The primary use of these funds was the purchase of a
         $500,000 investment in equity securities of an unrelated entity. For
         the quarter ended March 31, 1999 net cash provided by investing
         activities was $13,105,554. In 1999, the Company realized proceeds of
         $16,730,730 from the sale of its Wireless Test Equipment Business
         partially offset by $2,500,000 for the purchase of the Noise Product
         Line from Telecom Analysis Systems, and $1,186,551 for expenses
         relating to the disposal of the Wireless Test Equipment Business.

         Net cash provided by financing activities for the quarters ending March
         31, 2000 and 1999 were $370,513 and $0.00, respectively. Proceeds from
         the exercise of stock options and warrants were the primary source of
         these funds in 2000. These proceeds were partially offset by cash
         outlays for mortgage payments on the Company's Mahwah facility.

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

         INFLATION AND SEASONALITY

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




                                                                               9





<PAGE>


                           PART II -- OTHER INFORMATION

         Item 1.  LEGAL PROCEEDINGS

         On March 15, 1999, a complaint was filed in the Superior Court of the
         State of California for the County of Orange. The action was brought by
         Mr. David Day, an individual; David Day d/b/a Day Test & Measurements
         and Day Test & Measurements, as plaintiffs against Noise Com, Inc., a
         New Jersey corporation; Wireless Telecom Group, Inc., a New Jersey
         corporation; Telecom Analysis Systems, Inc., Bowthorpe PLC and Does 1
         through 100, inclusive as defendants. The action sets forth several
         causes of action, including breach of contract and fraud relating to an
         alleged failure of the defendants to pay full commissions allegedly
         owed to the plaintiff. The plaintiffs allege damages in excess of $1
         million from each of the defendants. The Company believes that the
         damages that might be awarded to the plaintiffs in connection with this
         matter would not have a material adverse effect on the Company's
         business, financial condition or results of operations. The action is
         scheduled to be tried on June 19, 2000.

         On April 23, 1999, Noise Com commenced an arbitration proceeding
         against Day Test and Measurements ("Day Test"), a plaintiff in the
         aforementioned California action. In the arbitration, venued in New
         Jersey and brought under the rules of the American Arbitration
         Association, Noise Com alleges that Day Test, a former sales
         representative for Noise Com, failed to act with diligence and loyalty
         in performing its duties as Noise Com's agent. Also, the arbitration
         seeks to resolve the dispute concerning the commissions allegedly due
         Day Test. On April 27, 1999, Day Test objected to the arbitration,
         claiming that it never agreed to arbitrate disputes with Noise Com. In
         response to Day Test's objection, on May 6, 1999, Noise Com filed an
         action in the Superior Court of New Jersey, County of Bergen, seeking a
         declaratory judgement requiring Day Test to participate in the
         aforementioned New Jersey arbitration. Alternatively, Noise Com asks
         that the parties' disputes be decided by the New Jersey Court.

         Item 2. CHANGES IN SECURITIES

                 Not applicable.

         Item 3. DEFAULTS UPON SENIOR SECURITIES

                 Not applicable.

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

                 Not applicable.

         Item 5. OTHER INFORMATION

                 Not applicable.

         Item 6. EXHIBITS AND REPORTS ON FORM 8-K

           (a)  Exhibits:

<TABLE>
<S>                     <C>      <C>
                        11.1     Computation of per share earnings

                          27      Financial Data Schedule

</TABLE>

           (b) Reports on Form 8-K:

                 Not applicable.



                                                                              10






<PAGE>




                                   SIGNATURES



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



                                       WIRELESS TELECOM GROUP, INC.
                                       (Registrant)


   Date: May 12, 2000                  /S/ Edward Garcia
                                       -----------------------------------------
                                       Edward Garcia
                                       Chairman and Chief Executive Officer



   Date:  May 12, 2000                 /S/ Demir Richard Eden
                                       ----------------------
                                       Demir Richard Eden
                                       Acting Chief  Financial Officer



                                                                              11