**UNITED STATES SECURITIES AND
EXCHANGE COMMISSION****WASHINGTON, D.C.
20549**________________FORM
10-Q

(Mark One)

|x  |  | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
      EXCHANGE ACT OF 1934 
|-- |  | ----------------------------------------------------------------------------------------------
|   |  |                                                                                               
|   |  | For the quarterly period ended September 30, 2007                                             
|OR
|   |  |                                                                                               
|o  |  | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
      EXCHANGE ACT OF 1934
|   |  |                                                                                               
|   |  | For the transition period from
      ____________ to ____________                             

Commission file
number1-11916________________

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

New
      Jersey
    22-2582295(State or
      Other Jurisdiction
    (I.R.S.
      Employerof
      Incorporation or Organization)
    Identification No.)25 Eastmans
      RoadParsippany,
      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 xNoo

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

|Large
      accelerated filero | Accelerated
      filero | Non-accelerated
      filer  x
|------------------------------ | ------------------------ | ------------------------------

Indicate by check mark whether the registrant is a shell company (as
defined in Rule 12b-2 of the Exchange Act).  Yes o  Nox

Number of shares of Common Stock
outstanding as of November 8, 2007: 25,954,161Number of non-affiliated shares of Common Stock outstanding as of
November 8, 2007: 19,179,695

WIRELESS TELECOM GROUP,
INC.

---

Table of Contents

|                                                                           | Page(s)     
|-------------------------------------------------------------------------- | ------------
|PART I. FINANCIAL INFORMATION                                              |             
|Item 1 -- Consolidated Financial
      Statements:                         |             
|Condensed Balance Sheets as of September 30, 2007 (unaudited)              |             
|and December 31, 2006                                                      | 3           
|Condensed Statements of Operations for the Three and Nine
      Months     |             
|Ended September 30, 2007 (unaudited) and 2006
      (unaudited)            | 4           
|Condensed Statements of Cash Flows for the Nine Months                     |             
|Ended September 30, 2007 (unaudited) and 2006
      (unaudited)            | 5           
|Notes to Interim Condensed Financial Statements
      (unaudited)          | 6 -
      10
|Item 2 -- Management's Discussion and
      Analysis of Financial          |             
|Condition and Results of Operations                                        | 11  14     
|Item 3 -- Quantitative and
      Qualitative Disclosures About Market Risk | 15          
|Item 4 -- Controls and
      Procedures                                    | 15          
|PART II.
      OTHER INFORMATION                                           |             
|Item 1 -- Legal
      Proceedings                                          | 16          
|Item 1A  Risk Factors                                                     | 16          
|Item 2  Unregistered Sales of Equity
      Securities and Use of Proceeds | 16          
|Item 3 -- Defaults upon Senior
      Securities                            | 16          
|Item 4 -- Submission of Matters to a Vote
      of Security Holders        | 16          
|Item 5 -- Other Information                                                | 16          
|Item 6  Exhibits                                                          | 16          
|                                                                          
|Signatures                                                                 | 17          
|Exhibit Index                                                              | 18          

2

---

PART 1  FINANCIAL
INFORMATION

Item 1  Financial
Statements

WIRELESS TELECOM GROUP,
INC.CONDENSED CONSOLIDATED
BALANCE SHEETS

- ASSETS -

|                                                                             | September 30, |            | DECEMBER 31,
|---------------------------------------------------------------------------- | ------------- | ---------- | ------------
|                                                                             | 2007          |            | 2006        
|                                                                             | (unaudited)   |            |             
|CURRENT ASSETS:                                                              |               |            |             
|Cash and cash equivalents                                                    | $             | 9,750,806  |             
|Accounts receivable - net of allowance for
      doubtful accounts of        |               |            |             
|$336,540 and $298,290 for 2007 and 2006,
      respectively                  |               | 9,517,298  |             
|Inventories                                                                  |               | 11,218,727 |             
|Deferred income taxes-current                                                |               | 121,581    |             
|Prepaid expenses and other current
      assets                              |               | 1,617,369  |             
|TOTAL CURRENT ASSETS                                                         |               | 32,225,781 |             
|PROPERTY, PLANT AND EQUIPMENT - NET                                          |               | 6,423,515  |             
|OTHER ASSETS:                                                                |               |            |             
|Goodwill                                                                     |               | 24,113,284 |             
|Other intangible assets - net                                                |               | 11,845,000 |             
|Deferred income taxes - non-current                                          |               | 656,363    |             
|Cash surrender value of foreign pension
      insurance and other assets     |               | 3,567,068  |             
|TOTAL
      OTHER ASSETS                                                     |               | 40,181,715 |             
|TOTAL ASSETS                                                                 | $             | 78,831,011 |             
|                                                                            
|- LIABILITIES AND SHAREHOLDERS' EQUITY -                                    
|CURRENT LIABILITIES:                                                         |               |            |             
|Accounts payable                                                             | $             | 2,870,293  |             
|Accrued expenses and other current
      liabilities                         |               | 4,088,499  |             
|Note payable - shareholder                                                   |               | -          |             
|Income tax payable                                                           |               | -          |             
|Current portion of mortgage payable                                          |               | 53,499     |             
|TOTAL CURRENT LIABILITIES                                                    |               | 7,012,291  |             
|LONG
      TERM LIABILITIES:                                                 |               |            |             
|Notes payable - bank                                                         |               | 2,073,927  |             
|Deferred income taxes                                                        |               | 4,170,056  |             
|Mortgage payable                                                             |               | 2,907,446  |             
|Deferred rent payable                                                        |               | 106,633    |             
|Provision for pension liability and other
      long term liabilities        |               | 2,536,768  |             
|TOTAL
      LONG TERM LIABILITIES                                            |               | 11,794,830 |             
|COMMITMENTS AND CONTINGENCIES                                                |               |            |             
|SHAREHOLDERS' EQUITY:                                                        |               |            |             
|Preferred stock, $.01 par value, 2,000,000
      shares authorized,          |               |            |             
|none issued                                                                  |               | -          |             
|Common stock, $.01 par value, 75,000,000 shares
      authorized, 28,753,861 |               |            |             
|and 28,653,551 shares issued for 2007 and 2006,
      25,954,161 and         |               |            |             
|25,853,851 shares outstanding for 2007 and 2006,
      respectively          |               | 287,539    |             
|Additional paid-in-capital                                                   |               | 36,654,368 |             
|Retained earnings                                                            |               | 30,370,264 |             
|Accumulated other comprehensive
      (loss)                                 |               | (219,352   | )           
|Treasury stock at cost, 2,799,700
      shares                               |               | (7,068,929 | )           
|TOTAL SHAREHOLDERS' EQUITY                                                   |               | 60,023,890 |             
|TOTAL
      LIABILITIES AND SHAREHOLDERS' EQUITY                             | $             | 78,831,011 |             

See accompanying notes

3

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

|                             | For the Three Months |                | For the Nine Months
|---------------------------- | -------------------- | -------------- | -------------------
|                             | Ended September 30,  |                | Ended September 30,
|                             | 2007                 |                | 2006               
|NET SALES                    | $                    | **13,992,357** |                    
|                             |                      |                |                    
|COST OF SALES                |                      | 6,161,001      |                    
|                             |                      |                |                    
|GROSS PROFIT                 |                      | 7,831,356      |                    
|                             |                      |                |                    
|OPERATING EXPENSES           |                      |                |                    
|Research and development     |                      | 2,113,106      |                    
|Sales and marketing          |                      | 3,116,252      |                    
|General and administrative   |                      | 1,857,618      |                    
|TOTAL OPERATING EXPENSES     |                      | 7,086,976      |                    
|                             |                      |                |                    
|OPERATING INCOME             |                      | 744,380        |                    
|                             |                      |                |                    
|OTHER (INCOME) EXPENSE       |                      |                |                    
|Interest (income)            |                      | (200,278       | )                  
|Interest expense             |                      | 114,565        |                    
|Other (income) expense - net |                      | (213,111       | )                  
|TOTAL OTHER (INCOME) EXPENSE |                      | (298,824       | )                  
|                             |                      |                |                    
|INCOME BEFORE INCOME TAXES   |                      | 1,043,204      |                    
|                             |                      |                |                    
|PROVISION FOR INCOME TAXES   |                      | 101,267        |                    
|                             |                      |                |                    
|NET INCOME                   | $                    | 941,937        |                    
|                             |                      |                |                    
|NET INCOME PER COMMON        |                      |                |                    
|SHARE:                       |                      |                |                    
|                             |                      |                |                    
|BASIC                        | **$**                | 0.04           |                    
|                             |                      |                |                    
|DILUTED                      | **$**                | 0.04           |                    

See accompanying notes

4

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

|                                                                               | For the Nine Months
|------------------------------------------------------------------------------ | -------------------
|                                                                               | Ended September 30,
|                                                                               | 2007               
|CASH FLOWS FROM OPERATING ACTIVITIES                                           |                    
|Net income                                                                     | $                  
|Adjustments to reconcile net income to net
      cash                          |                    
|(used for) provided by operating
      activities:                             |                    
|Depreciation and amortization                                                  |                    
|Amortization of purchased intangibles -
      net                              |                    
|Stock compensation expense                                                     |                    
|Realized loss on disposal of property, plant
      and equipment               |                    
|Deferred rent                                                                  |                    
|Deferred income taxes                                                          |                    
|Provision for losses on accounts
      receivable                              |                    
|Changes in assets and
      liabilities:                                       |                    
|(Increase) in accounts receivable                                              |                    
|(Increase) in inventory                                                        |                    
|(Increase) in prepaid expenses and other
      assets                          |                    
|(Decrease) increase in accounts payable and
      accrued expenses             |                    
|Increase (decrease) in pension liability and other
      long-term liabilities |                    
|(Decrease) in income taxes
      payable                                       |                    
|Net cash (used for) provided by operating
      activities                     |                    
|                                                                              
|CASH FLOWS FROM INVESTING ACTIVITIES                                           |                    
|Capital expenditures                                                           |                    
|Proceeds from dispositions of property, plant
      and equipment              |                    
|**Net cash (used for) investing
      activities**                             |                    
|                                                                              
|CASH FLOWS FROM FINANCING ACTIVITIES                                           |                    
|Payments of mortgage note                                                      |                    
|Proceeds from sale of treasury
      stock                                     |                    
|(Decrease) increase in note payable to
      shareholder                       |                    
|Proceeds from exercise of stock
      options                                  |                    
|Net cash (used for) provided by financing
      activities                     |                    
|                                                                              
|Foreign exchange rate adjustment                                               |                    
|                                                                              
|NET (DECREASE) INCREASE IN CASH AND CASH
      EQUIVALENTS                     |                    
|                                                                              
|Cash and cash equivalents, at beginning of
      period                        |                    
|                                                                              
|CASH AND CASH EQUIVALENTS, AT END OF
      PERIOD                              | $                  
|                                                                              
|SUPPLEMENTAL INFORMATION:                                                      |                    
|Cash paid during the period for:                                               |                    
|Taxes                                                                          | $                  
|Interest                                                                       | $                  

See accompanying notes

5

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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, 2007 and the
condensed, consolidated statements of operations for the three and nine month
periods ended September 30, 2007 and 2006 and the condensed, consolidated
statements of cash flows for the nine month periods ended September 30, 2007 and
2006 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.,
collectively the Company. All significant intercompany transactions and
balances have been eliminated in consolidation.

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

The
preparation of financial statements in conformity with US GAAP requires
management to make estimates and assumptions that affect the reported amounts of
assets and liabilities (including inventory valuation, accounts receivable
valuation, valuation of deferred tax assets, accrued warranty expense and
estimated fair values of stock options) and disclosure of contingent assets and
liabilities at the date of the financial statements and reported amounts of net
revenue and expenses during the reporting period. Actual results could differ
from those estimates.

The
accounting policies followed by the Company are set forth in Note 1 to the
Company's financial statements included in its annual report on Form 10-K for
the year ended December 31, 2006, which note is incorporated herein by
reference. Specific reference is made to that report 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,
2007 and 2006 are not necessarily indicative of the results to be expected for
the full year.

Certain
prior periods information has been reclassified to conform to the current
periods reporting presentation.

NOTE 2  RECENT ACCOUNTING
PRONOUNCEMENTS

In
February 2007, the Financial Accounting Standards Board (FASB) issued SFAS No.
159,The Fair Value Option for Financial
Assets and Financial Liabilities.SFAS
No. 159 allows companies to choose to measure many financial instruments and
certain other items at fair value. The statement requires that unrealized gains
and losses on items for which the fair value option has been elected to be
reported in earnings. SFAS No. 159 also amends certain provisions of SFAS No.
115,Accounting for Certain Investments
in Debt and Equity Securities. SFAS No.
159 is effective for fiscal years beginning after November 15, 2007, although
earlier adoption is permitted. The Company does not expect the adoption of this
standard to have a material effect on its financial position or results of
operations.

6

---

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

NOTE 2  RECENT ACCOUNTING
PRONOUNCEMENTS (Continued)

In June
2006, the FASB issued Interpretation No. 48, Accounting for Uncertainty in
Income Taxes  an interpretation of FASB Statement No. 109 (FIN 48). FIN 48
clarifies the accounting for uncertainty in income taxes recognized in an
enterprises financial statements in accordance with SFAS No. 109, Accounting
for Income Taxes. It also prescribes a recognition threshold and measurement
attribute for the financial statement recognition and measurement of a tax
position taken or expected to be taken in a tax return, and it provides guidance
on de-recognition, classification, interest and penalties, accounting in interim
periods, disclosure and transition. FIN 48 is effective as of the beginning of
the first fiscal year beginning after December 15, 2006. The Company adopted the
provisions of FIN 48 on January 1, 2007. The Company had no adjustment as a
result of FIN 48.

In
September 2006, the FASB issued SFAS No. 157, "Fair Value Measurements" (SFAS
157). SFAS 157 provides guidance for using fair value to measure assets and
liabilities. It also responds to investors' requests for expanded information
about the extent to which companies measure assets and liabilities at fair
value, the information used to measure fair value, and the effect of fair value
measurements on earnings. SFAS 157 applies whenever other standards require (or
permit) assets or liabilities to be measured at fair value, and does not expand
the use of fair value in any new circumstances. SFAS 157 is effective for
financial statements issued for fiscal years beginning after November 15, 2007.
The adoption of SFAS 157 is not expected to have a material impact on the
Company's consolidated results of operations and financial condition.

NOTE 3  INCOME
TAXES

The
Company records deferred taxes in accordance with SFAS No. 109,Accounting for Income Taxes(SFAS 109). This statement requires recognition of
deferred tax assets and liabilities for temporary differences between the tax
bases of assets and liabilities and the amounts at which they are carried in the
financial statements, based upon the enacted tax rates in effect for the year in
which the differences are expected to reverse. The Company establishes a
valuation allowance when necessary to reduce deferred tax assets to the amount
expected to be realized.

The
Company periodically assesses the value of its deferred tax asset, which has
been generated by a history of net operating losses and determines the necessity
for a valuation allowance. The Company evaluates which portion, if any, will
more likely than not be realized by offsetting future taxable income, taking
into consideration any limitations that may exist on its use of its net
operating loss carryforwards.

In
2007, the effective tax rate for the Company is lower due to an increase in
non-taxable foreign income, which includes approximately $420,000 of realized
foreign exchange gains recorded in the second quarter of 2007.

NOTE 4  INCOME PER COMMON
SHARE

Basic
earnings per share is calculated by dividing income available to common
shareholders by the weighted average number of shares of common stock
outstanding during the period. Diluted earnings per share are calculated by
dividing income available to common shareholders by the weighted average number
of common shares outstanding for the period adjusted to reflect potentially
dilutive securities. In accordance with SFAS 128 Earnings Per Share (SFAS
128), the presentation of basic and diluted earnings per share on the face
of the income statement is required.

7

---

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

NOTE 5  SHAREHOLDERS EQUITY

On
February 16, 2006, the Board of Directors approved the sale of 250,000 shares of
the Companys treasury stock at the market rate of $2.67 per share to a key
employee in the Companys German subsidiary. Total funds received for this
transaction were $667,500, which increased the Companys shareholders equity.

Comprehensive income represents changes in equity during a period, except
those resulting from investments by owners and distributions to owners. During
the first nine months of 2007 and fiscal year ended December 31, 2006, the
components of other comprehensive income (loss) were the adjustments for
employee benefit obligations and foreign currency translation gains and losses
necessary to adopt SFAS No. 158, Employers Accounting for Defined Benefit
Pension and Other postretirement Plans.

NOTE 6  NOTE PAYABLE:
SHAREHOLDER

The
note payable-current amount of $4,621,050 at December 31, 2006 was paid to a
shareholder, Investcorp Technology Ventures, on January 3, 2007. The total
amount of this payment was for $5,372,464, which included the principal amount
stated above plus interest payable on the note of $751,414. This interest
payable was recorded in accrued expenses.

NOTE 7  INVENTORIES

Inventory carrying value is net of inventory reserves of $3,652,515 and
$3,532,260 at September 30, 2007 and December 31, 2006, respectively.

| | Inventories consist of: | September 30, |             | December 31,
| | ----------------------- | ------------- | ----------- | ------------
| |                         |               | 2007        |             
| | Raw Materials           |               | $6,276,355  |             
| | Work-in-process         |               | 2,431,205   |             
| | Finished goods          |               | 2,511,167   |             
| |                         |               | $11,218,727 |             

NOTE 8  GOODWILL AND OTHER
INTANGIBLE ASSETS

In
accordance with SFAS No. 142, goodwill must be tested at least annually for
impairment at the reporting unit level. If an indication of impairment exists,
the Company is required to determine if such goodwill's implied fair value is
less than the carrying value in order to determine the amount, if any, of the
impairment loss required to be recorded. Impairment indicators include, among
other conditions, cash flow deficits, an historic or anticipated decline in
revenue or operating profits, adverse legal or regulatory developments and/or a
material decrease in the fair value of some or all of the assets. The Company
performs the required impairment tests of goodwill on an annual basis in
conjunction with the Companys fiscal year end. Intangible assets are being
amortized over their estimated useful lives, which range from 5 to 15 years.

8

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

NOTE 9  ACCOUNTING FOR STOCK
OPTIONS

Effective January 1, 2006, the Company adopted Statement of Financial
Accounting Standards ("FAS") No. 123 (revised 2004), Share-Based Payment ("FAS
123(R)").

In
adopting FAS 123(R), the Company applied the modified prospective approach to
transition. Under the modified prospective approach, the provisions of FAS
123(R) are to be applied to new awards and to awards modified, repurchased, or
cancelled after the required effective date. Additionally, compensation cost for
the portion of awards for which the requisite service has not been rendered that
are outstanding as of the required effective date shall be recognized as the
requisite service is rendered on or after the required effective date. The
compensation cost for that portion of awards shall be based on the grant-date
fair value of those awards as calculated for either recognition or pro-forma
disclosures under FAS 123.

As a
result of the adoption of FAS 123(R), the Company's results for the three and
nine-month periods ended September 30, 2007 include share-based compensation
expense totaling $124,037 and $371,517, respectively. For the three and
nine-months ended September 30, 2006, share-based compensation expense totaled
$31,241 and $84,515, respectively. Such amounts have been included in the
Condensed Consolidated Statements of Operations within operating
expenses.

Stock
option compensation expense is the estimated fair value of options granted
amortized on a straight-line basis over the requisite service period. The
weighted average estimated fair value of stock options granted in the
nine-months ended September 30, 2007 and 2006 was $1.27 and $1.04, respectively.

The
fair value of options at the date of grant was estimated using the Black-Scholes
option pricing model. During 2007 and 2006, the Company took into consideration
guidance under FAS 123(R) and SEC Staff Accounting Bulletin No. 107 (SAB 107)
when reviewing and updating assumptions. The expected volatility is based upon
historical volatility of our stock and other contributing factors. The expected
term is based upon observation of actual time elapsed between date of grant and
exercise of options for all employees. Previously such assumptions were
determined based on historical data.

The
assumptions are as follows:

| |                               | Three Months
      Ended |   | Nine Months
      Ended
| | ----------------------------- | ------------------------ | - | -----------------------
| |                               | September
      30,      |   | September
      30,    
| |                               | **2007**                 |   | 2006                   
| | Expected term (in years)      | 4.0                      |   |                        
| | Expected
      volatility     | 57.8                     | % |                        
| | Expected dividend yield       | 0.0                      | % |                        
| | Risk-free interest
      rate | 5.0                      | % |                        

Due to
the Companys limited history with respect to forfeiters of incentive stock
options, there is no estimate of expired or canceled options included in the
above option valuation.

During
the first nine months of 2007, the Company granted 253,000 and 240,000 options
under the Plan at an exercise price of $2.40 and $3.02 per share, respectively.
During the first nine months of 2006, the Company granted 500,000, 120,000 and
685,000 options under the Plan at exercise prices of $2.70, $2.72 and $2.28,
respectively.

The
Company granted 240,000 and 685,000 options under the Plan at an exercise price
of $3.02 and $2.28 per share during the third quarters of 2007 and 2006,
respectively.

9

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

NOTE 9  ACCOUNTING FOR STOCK
OPTIONS (Continued)

The
following table represents our stock options granted, exercised, and forfeited
during the first nine months of 2007:

Weighted
    
    WeightedAverage
    
    AverageExercise
    
    Remaining
    
    AggregateNumber of
    
    Price
per
    
    Contractual
    
    IntrinsicShares
    
    share
    
    Term
    
    ValueStock OptionsOutstanding
      at January 1, 2007
    2,361,897
    
    
    $
    2.47Granted
    493,000
    
    
    
    2.70Exercised
    (100,310
    )
    
    
    2.13Forfeited/cancelled
    (85,600
    )
    
    
    2.29Outstanding
      at September 30, 2007
    2,668,987
    
    
    $
    2.53
    
    5.9
    
    $
    90,138Exercisable at September 30, 2007
    1,313,070
    
    
    $
    2.51
    
    3.9
    
    $
    80,313


The
Companys Amended and Restated 2000 Stock Option Plan, which authorizes the
granting of options relating to an additional 2,000,000 shares of common stock,
was approved by shareholder vote. During the second and third quarters of 2007,
32,500 and 67,810 options were exercised, respectively. During the second
quarter of 2006, 6,000 options were exercised.

NOTE 10  SEGMENT INFORMATION:
REGIONAL ASSETS AND SALES

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

Property, Plant and Equipment - net
    
    
    As of September 30,
    
    As of December
      31,2007
    
    2006United
      States
    
    $5,461,779
    
    $5,686,967Europe
    
    961,736
    
    799,863$6,423,515
    
    $6,486,830


For the Three Months
    
    For the Nine MonthsEnded September 30,
    
    Ended September 30,Revenues by region
    
    
    2007
    
    2006
    
    **2007**
    
    2006Americas
    
    $6,390,923
    
    $6,546,631
    
    $19,262,200
    
    $19,213,607Europe
    
    4,537,088
    
    3,225,444
    
    13,445,279
    
    9,858,013Asia
    
    1,909,743
    
    2,160,302
    
    6,849,160
    
    6,209,705Other
    
    1,154,603
    
    1,725,611
    
    2,838,572
    
    4,354,692$13,992,357
    
    $13,657,988
    
    $42,395,211
    
    $39,636,017


NOTE 11  COMMITMENTS AND
CONTINGENCIES:

Following an investigation by the New Jersey Department of Environmental
Protection (NJDEP) in 1982, of the waste disposal practices at a certain site
formerly leased by Boonton, the Company put a ground water management plan into
effect as approved by the NJDEP. Costs associated with this site are charged
directly to income as incurred. The owner of this site has notified the Company
that if the NJDEP investigation proves to have interfered with a sale of the
property, the owner may seek to hold the Company liable for any loss it suffers
as a result. However, corporate counsel has informed management that, in their
opinion, the owner would not prevail in any lawsuit filed due to the imposition
by law of the statute of limitations. Costs charged to operations in connection
with the water management plan amounted to approximately $18,000 for the year
ended December 31, 2006.

The
Company estimates the expenditures in this regard for the fiscal year ending
December 31, 2007 will amount to approximately $14,000. The Company will
continue to be liable under the plan, in all future years, until such time as
the NJDEP releases it from all obligations applicable thereto.

10

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

INTRODUCTION

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

The financial information
presented herein includes:
(i) Condensed Consolidated Balance
Sheets as of September 30, 2007 (unaudited) and as of December 31, 2006 (ii)
Condensed Consolidated Statements of Operations for the three and nine month
periods ended September 30, 2007 (unaudited) and 2006 (unaudited) and (iii)
Condensed Consolidated Statements of Cash Flows for the nine month periods ended
September 30, 2007 (unaudited) and 2006 (unaudited).

FORWARD LOOKING
STATEMENTS

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

CRITICAL ACCOUNTING
POLICIES

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

Share-Based Compensation

In December 2004, the FASB issued
a revision of SFAS No. 123 Share-Based Payment (No. 123R). The statement
establishes standards for the accounting for transactions in which an entity
exchanges its equity instruments for goods and services.

11

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

It also addresses transactions in
which an entity incurs liabilities in exchange for goods or services that are
based on the fair value of the entitys equity instruments or that may be
settled by the issuance of those equity instruments. The statement does not
change the accounting guidance for share-based payments with parties other than
employees. The statement requires a public entity to measure the cost of
employee service received in exchange for an award of equity instruments based
on the grant-date fair value of the award (with limited exception).

That cost will be recognized over
the period during which an employee is required to provide service in exchange
for the award (usually the vesting period). The grant-date fair value of
employee share options and similar instruments will be estimated using
option-pricing models adjusted for the unique characteristics of these
instruments. This new accounting standard, which was implemented during 2006,
utilized the modified prospective approach. Due to the Companys limited history
with respect to forfeiters of incentive stock options, there is no estimate of
expired or canceled options included in the option valuation.

Revenue Recognition

Revenue from product sales, net of
trade discounts and allowances, is recognized once delivery has occurred
provided that persuasive evidence of an arrangement exists, the price is fixed
or determinable, and collectibility is reasonably assured. Delivery is
considered to have occurred when title and risk of loss have transferred to the
customer. Sales to international distributors are recognized in the same
manner.

Valuation of Inventory

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

Allowances for Doubtful
Accounts

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

Income Taxes

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

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.

12

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

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, 2006.

For the nine months ended
September 30, 2007 as compared to the corresponding period of the previous year,
net sales increased to approximately $42,395,000 from approximately $39,636,000
an increase of approximately $2,759,000 or 7.0%. For the three months ended
September 30, 2007 as compared to the corresponding period of the previous year,
net sales increased to approximately $13,992,000 from approximately $13,658,000
an increase of approximately $334,000 or 2.4%. These increases are primarily
due to continued strong demand of our Willtek mobile terminal test, Boonton
power meter and Microlab in-building wireless products.

Gross profit on net sales for the
nine months ended September 30, 2007 was approximately $23,419,000 or 55.2% as
compared to approximately $21,736,000 or 54.8% of net sales for the nine months
ended September 30, 2006. Gross profit on net sales for the three months ended
September 30, 2007 was approximately $7,831,000 or 56.0% as compared to
approximately $7,623,000 or 55.8% of net sales for the three months ended
September 30, 2006. Gross profit margins for these comparable periods are higher
in 2007 due to an increase in sales contribution from Willtek, particularly in
the second and third quarters, whose products generally contribute a higher
gross profit margin within the mix of the Companys products. 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, 2007 were approximately $21,143,000 or 49.9% of net
sales as compared to approximately $18,865,000 or 47.6% of net sales for the
nine months ended September 30, 2006. Operating expenses for the quarter ended
September 30, 2007 were approximately $7,087,000 or 50.7% as compared to
approximately $6,398,000 or 46.8% of net sales for the quarter ended September
30, 2006. Operating expenses are higher due to increases in both research and
development expenses and sales and marketing expenses. Furthermore, this
increase is consistent with the Companys strategic plan to focus its spending
on these critical operational functions in order for the Company to further
expand into the worldwide marketplace and continue to improve top-line revenue
growth.

Interest expense increased
slightly to approximately $115,000 for the three months ended September 30, 2007
as compared to approximately $113,000 for the corresponding period of the
previous year. Interest expense increased to approximately $345,000 for the nine
months ended September 30, 2007 as compared to approximately $338,000 for the
nine months ended September 30, 2006. In prior reports, interest expense
recorded on the Companys foreign subsidiary had been presented net of interest
income. This netted interest has been reclassified to expense for clarification
and consistency.

Other (income) expense  net
increased by approximately $228,000 and approximately $702,000 for the three and
nine months ended September 30, 2007, respectively, as compared to the
corresponding periods of the previous year. These increases were primarily due
to a realized gain on foreign currency exchange in the German subsidiary.

Net income increased to
approximately $2,609,000 or $.10 per share (diluted) for the nine months ended
September 30, 2007 as compared to approximately $2,334,000 or $.09 per share
(diluted) for the nine months ended September 30, 2006. The Company realized net
income for the quarter ended September 30, 2007 of approximately $942,000 or
$.04 per share (diluted) as compared to approximately $1,128,000 or $.04 per
share (diluted) for the three months ended September 30, 2006. The explanation
of these changes in net income can be derived from the analysis given above of
operations for the three and nine month periods ending September 30, 2007 and
2006, respectively.

13

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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 approximately $3,267,000 to approximately $25,213,000 at September
30, 2007, from approximately $21,946,000 at December 31, 2006. At September 30,
2007, the Company had a current ratio of 4.6 to 1, and a ratio of debt to
tangible net worth of .78 to 1. At December 31, 2006, the Company had a current
ratio of 2.6 to 1, and a ratio of debt to tangible net worth of 1.3 to 1. In
2007, the Companys ratio of debt to tangible net worth improved considerably
due to the re-payment of the loan owed to Investcorp, which resulted in a
significant decrease in current liabilities at September 30, 2007.

The Company used cash for
operating activities of approximately $762,000 for the nine-month period ending
September 30, 2007. The use of this cash was primarily due to a decrease in
accounts payable and accrued liabilities of approximately $2,172,000, an
increase in inventories of approximately $1,486,000, an increase in prepaid
expenses and other assets of approximately $914,000, and a decrease in income
taxes payable of approximately $313,000, partially off-set by net income of
approximately $2,609,000, a non-cash adjustment for depreciation and
amortization of approximately $750,000, and a non-cash adjustment for
amortization of intangible assets of approximately $660,000.

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.

The Company realized cash provided
by operating activities of $1,210,000 in cash flows for the nine-month period
ending September 30, 2006. The primary source of these funds was provided by net
income of $2,334,000, an increase in accounts payable and accrued expenses of
$1,051,000, a non-cash adjustment for depreciation and amortization of $824,000,
and a non-cash adjustment for amortization of intangible assets of $660,000,
partially offset by an increase in accounts receivable of $1,045,000, a decrease
in pension liability and other long-term liabilities of $779,000, an increase in
prepaid expenses and other assets of $748,000 and an increase in inventory of
$699,000.

Net cash used for investing
activities for the nine months ended September 30, 2007 was approximately
$591,000. The use of these funds was for capital expenditures of approximately
$635,000, offset by proceeds from dispositions of property, plant and equipment
of approximately $44,000. For the nine months ended 2006, net cash used for
investing activities was approximately $774,000. The use of these funds was also
for capital expenditures.

Cash used for financing activities
for the nine months ended September 30, 2007 was approximately $4,445,000. The
primary use of these funds was due to a decrease in the note payable to
Investcorp of approximately $4,621,000, partially offset by proceeds from the
exercise of stock options of approximately $214,000. Cash provided by financing
activities for the nine months ended September 30, 2006 was approximately
$938,000. The primary source of these funds was from the sale of 250,000 shares
of treasury stock for approximately $668,000.

The Company does not anticipate
that its use of cash for operations will adversely impact its ability to meet
its financing requirements for at least the next twelve-month period. The
Company does not believe it will need to borrow additional 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.

14

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ITEM 3 - QUANTITATIVE AND
QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Interest Rate Risk

The Companys bank loan and the
associated interest expense are not sensitive to changes in the level of
interest rates. The Companys note is interest free through June 2008 and will
bear interest at the fixed annual rate of 4% beginning July 2008. The note
requires twelve half yearly payments beginning December 2008 until maturity at
June 2014. As a result, the Company is not subject to significant market risk
for changes in interest rates and will not be materially subjected to increased
or decreased interest payments if market rates fluctuate and the Company is in a
borrowing mode.

Foreign Exchange Rate Risk

The Company has one foreign
subsidiary located in Germany. The Company does business in more than fifty
countries and currently generates approximately 57% of its revenues from outside
North America. The Companys ability to sell its products in foreign markets may
be affected by changes in economic, political or market conditions in the
foreign markets in which the Company does business.

The Companys total assets in its
foreign subsidiary was approximately $15,073,000 at September 30, 2007,
translated into US dollars at the applicable exchange rates. The Company also
acquires certain inventory from foreign suppliers and, as such, faces risk due
to adverse movements in foreign currency exchange rates. These risks could have
a material impact on the Companys results in future periods. The potential loss
based on end of period balances and prevailing exchange rates resulting from a
hypothetical 10% strengthening of the dollar against foreign currencies was not
material in the periods ended September 30, 2007. The Company does not currently
employ any currency derivative instruments, futures contracts or other currency
hedging techniques to mitigate its risks in this regard.

Industry Risk

The electronic test and
measurement industry is cyclical which can cause significant fluctuations in
sales, gross profit margins and profits, from year to year. It is difficult to
predict the timing of the changing cycles in the electronic test and measurement
industry.

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 pursuant to Rules 13a-15(e) and 15d-15(e) of
the Securities Exchange Act of 1934.. 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.

15

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PART II - OTHER
INFORMATION

Item 1. LEGAL
PROCEEDINGS

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

Item 1A. RISK FACTORS

The
Company is not aware of any material changes from risk factors as previously
disclosed in its Form 10-K for the year ended December 31, 2006.

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

None.

Item 3. DEFAULTS UPON SENIOR
SECURITIES

None.

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

(a) The
Registrant held its Annual Meeting of Stockholders on July 17, 2007. The
following proposal was adopted by the votes indicated.

(b) (c)
(1) Seven directors were elected at the Annual Meeting to serve until the Annual
Meeting of Stockholders in 2008. The names of these Directors and the votes cast
in favor of their election and shares withheld are as follows:

| | NAME                           | VOTES FOR  |  | VOTES
  WITHHELD
| | ------------------------------ | ---------- |  | ----------------
| | Savio W. Tung                  | 22,215,595 |  | 1,559,900       
| | James M.
      (Monty) Johnson | 22,223,595 |  | 1,551,900       
| | Hazem Ben-Gacem                | 22,220,495 |  | 1,555,000       
| | Henry L.
      Bachman         | 22,782,237 |  | 993,258         
| | Rick Mace                      | 22,859,248 |  | 916,247         
| | Adrian
      Nemcek            | 22,860,448 |  | 915,047         
| | Joseph Garrity                 | 22,859,948 |  | 915,547         

Item 5. OTHER INFORMATION

None.

Item 6. EXHIBITS



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

16

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SIGNATURES

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

|                               | WIRELESS TELECOM
      GROUP, INC. | 
|------------------------------ | ---------------------------------- | 
|                               | (Registrant)                      
|                              
|                              
|Date:  November 12,
      2007 | /S/James M.
      Johnson          | 
|                               | James M. Johnson                  
|                               | Chief Executive Officer           
|                              
|                              
|                              
|Date:  November 12, 2007       | /S/Paul
      Genova               | 
|                               | Paul Genova                       
|                               | President, Chief Financial Officer

17

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EXHIBIT LIST

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

18

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