`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, 2006

                                       OR

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

      FOR THE TRANSITION PERIOD FROM _________________ TO _________________

                             COMMISSION FILE NUMBER
                                     1-11916

                                ----------------

                          WIRELESS TELECOM GROUP, INC.
                          ----------------------------
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

              New Jersey                                    22-2582295
     (STATE OR OTHER JURISDICTION                        (I.R.S. EMPLOYER
   OF INCORPORATION OR ORGANIZATION)                    IDENTIFICATION NO.)
           25 Eastmans Road
        Parsippany, New Jersey                                 07054
ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)                     (ZIP CODE)

                                 (973) 386-9696
              (REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)

                                 Not Applicable
     (FORMER NAME, FORMER ADDRESS AND FORMER FISCAL YEAR, IF CHANGED SINCE
                                  LAST REPORT)

                                ----------------

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


      Indicate by check mark whether the registrant is 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 filer [ ]   Accelerated filer [ ]    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 [ ] No [X]

Number of shares of Common Stock outstanding as of November 10, 2006: 25,854,451

Number of non-affiliated shares of Common Stock outstanding as of November 10,
2006: 19,308,785


                          WIRELESS TELECOM GROUP, INC.




                                Table of Contents



PART I.  FINANCIAL INFORMATION                                                                     Page(s)

       Item 1 -- Consolidated Financial Statements:

                Condensed Consolidated Balance Sheets as of September 30, 2006 (unaudited)
                  and December 31, 2005                                                                   3

                Condensed Consolidated Statements of Operations for the Three and Nine Months
                  Ended September 30, 2006 (unaudited) and 2005 (unaudited)                               4

                Condensed Consolidated Statements of Cash Flows for the Nine Months
                  Ended September 30, 2006 (unaudited) and 2005 (unaudited)                               5

                Notes to Interim Condensed Consolidated Financial Statements (unaudited)             6 - 11

       Item 2 -- Management's Discussion and Analysis of Financial
                 Condition and Results of Operations                                                12 - 15

       Item 3 -- Quantitative and Qualitative Disclosures About Market Risk                         15 - 16

       Item 4 -- Controls and Procedures                                                                 16

PART II. OTHER INFORMATION

       Item 1 -- Legal Proceedings                                                                       17

       Item 1A -- Risk Factors                                                                           17

       Item 2 -- Unregistered Sales of Equity Securities and Use of Proceeds                             17

       Item 3 -- Defaults upon Senior Securities                                                         17

       Item 4 -- Submission of Matters to a Vote of Security Holders                                     17

       Item 5 -- Other Information                                                                       17

       Item 6 -- Exhibits                                                                                18

Signatures                                                                                               19

Exhibit Index                                                                                            20



                                                                               2



                         PART 1 - FINANCIAL INFORMATION
ITEM 1 - FINANCIAL STATEMENTS
                          WIRELESS TELECOM GROUP, INC.
                      CONDENSED CONSOLIDATED BALANCE SHEETS



                                                  - ASSETS -

                                                                              SEPTEMBER 30,       DECEMBER 31,
                                                                                   2006               2005
                                                                              --------------     --------------
                                                                                (UNAUDITED)

CURRENT ASSETS:
   Cash and cash equivalents                                                  $   15,106,771     $   13,851,120
   Accounts receivable - net of allowance for doubtful accounts of
     $298,553 and $377,543 for 2006 and 2005, respectively                         8,993,612          7,869,537
   Inventories                                                                     9,075,731          8,376,750
   Deferred income taxes-current                                                     198,266            198,266
   Prepaid expenses and other current assets                                       1,165,682            873,053
                                                                              --------------     --------------
TOTAL CURRENT ASSETS                                                              34,540,062         31,168,726
                                                                              --------------     --------------
PROPERTY, PLANT AND EQUIPMENT - NET                                                6,625,335          6,681,696
                                                                              --------------     --------------
OTHER ASSETS:
   Goodwill                                                                       24,156,284         24,066,284
   Other intangible assets - net                                                  13,025,000         13,910,000
   Deferred income taxes - non-current                                               782,005            752,256
   Cash surrender value of foreign pension insurance and other assets              3,170,713          2,714,888
                                                                              --------------     --------------
TOTAL OTHER ASSETS                                                                41,134,002         41,443,428
                                                                              --------------     --------------
TOTAL ASSETS                                                                  $   82,299,399     $   79,293,850
                                                                              ==============     ==============

                                   - LIABILITIES AND SHAREHOLDERS' EQUITY -

CURRENT LIABILITIES:
   Accounts payable                                                           $    3,519,722     $    3,655,008
   Accrued expenses and other current liabilities                                  5,572,807          4,873,939
   Note payable - shareholder                                                      4,440,800          4,145,400
   Income tax payable                                                                524,794            540,699
   Current portion of mortgage payable                                                49,646             46,889
                                                                              --------------     --------------
TOTAL CURRENT LIABILITIES                                                         14,107,769         13,261,935
                                                                              --------------     --------------
LONG TERM LIABILITIES:
   Notes payable - bank                                                            1,993,031          1,505,136
   Deferred income taxes                                                           4,585,416          4,896,936
   Mortgage payable                                                                2,960,915          2,998,505
   Deferred rent payable                                                             120,290            156,940
   Provision for pension liability and other long term liabilities                 3,083,670          3,862,865
                                                                              --------------     --------------
TOTAL LONG TERM LIABILITIES                                                       12,743,322         13,420,382
                                                                              --------------     --------------
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, 28,653,551
     and 28,647,551 shares issued for 2006 and 2005, 25,853,851
     and 25,597,851 shares outstanding for 2006 and 2005, respectively               286,536            286,476
   Additional paid-in-capital                                                     35,866,765         35,737,185
   Retained earnings                                                              26,571,236         24,237,226
   Accumulated other comprehensive (loss) income                                    (207,300)            52,075
   Treasury stock at cost, 2,799,700 and 3,049,700 shares for 2006
     and 2005, respectively                                                       (7,068,929)        (7,701,429)
                                                                              --------------     --------------
TOTAL SHAREHOLDERS' EQUITY                                                        55,448,308         52,611,533
                                                                              --------------     --------------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY                                    $   82,299,399     $   79,293,850
                                                                              ==============     ==============


                             See accompanying notes


                                                                               3



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



                                                 For the Three Months                For the Nine Months
                                                 Ended September 30,                 Ended September 30,
                                            ------------------------------    ---------------------------------
                                                2006             2005              2006               2005
                                            -------------    -------------    --------------     --------------

NET SALES                                   $  13,657,988    $  12,463,164    $   39,636,017     $   24,474,017
                                            -------------    -------------    --------------     --------------

COSTS AND EXPENSES:
   Cost of sales                                6,034,742        5,810,587        17,899,902         11,477,014
   Operating expenses                           6,397,572        6,014,744        18,864,642          9,926,170
   Interest (income)                              (88,512)         (57,668)         (250,938)          (234,365)
   Interest expense                                56,980           57,912           172,109            174,346
   Other expense (income)                          14,480          (36,758)          (99,226)          (145,016)
                                            -------------    -------------    --------------     --------------

TOTAL COSTS AND EXPENSES                       12,415,262       11,788,817        36,586,489         21,198,149
                                            -------------    -------------    --------------     --------------

INCOME BEFORE INCOME TAXES                      1,242,726          674,347         3,049,528          3,275,868

PROVISION FOR INCOME TAXES                        115,089           50,388           715,518            522,438
                                            -------------    -------------    --------------     --------------

NET INCOME                                  $   1,127,637    $     623,959    $    2,334,010     $    2,753,430
                                            =============    =============    ==============     ==============

NET INCOME PER COMMON
SHARE:

   BASIC                                    $        0.04    $        0.02    $         0.09     $         0.14
                                            =============    =============    ==============     ==============

   DILUTED                                  $        0.04    $        0.02    $         0.09     $         0.14
                                            =============    =============    ==============     ==============


                             See accompanying notes


                                                                               4



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



                                                                                     For the Nine Months
                                                                                     Ended September 30,
                                                                              ---------------------------------
                                                                                  2006                2005
                                                                              --------------     --------------

CASH FLOWS FROM OPERATING ACTIVITIES
  Net income                                                                  $    2,334,010     $    2,753,430
  Adjustments to reconcile net income to net cash
        provided by operating activities:
    Depreciation and amortization                                                    824,334            726,162
    Amortization of purchased intangibles                                            660,000            517,878
    Stock compensation expense                                                        84,515                 --
    Deferred rent                                                                    (36,650)            24,668
    Deferred income taxes                                                           (341,269)            31,616
    Provision for losses on accounts receivable                                      (78,990)           (18,003)
  Changes in assets and liabilities, net of effect of acquisition:
    (Increase) in accounts receivable                                             (1,045,085)        (2,038,471)
    (Increase) decrease in inventory                                                (698,981)           470,237
    (Increase) in prepaid expenses and other assets                                 (748,453)           (79,353)
    Increase (decrease) in accounts payable and accrued expenses                     563,582         (1,319,750)
    (Decrease) in pension liability and other long-term liabilities                 (779,195)                --
    (Decrease) in income taxes payable                                               (15,905)           (10,394)
                                                                              --------------     --------------

      NET CASH PROVIDED BY OPERATING ACTIVITIES                                      721,913          1,058,020
                                                                              --------------     --------------

CASH FLOWS FROM INVESTING ACTIVITIES
    Capital expenditures                                                            (774,492)          (540,705)
    Proceeds from disposal of property, plant and equipment                               --             47,282
    Purchase of intangible assets                                                         --           (202,130)
    Costs associated with acquisition                                                     --         (2,000,817)
                                                                              --------------     --------------
      NET CASH (USED FOR) INVESTING ACTIVITIES                                      (774,492)        (2,696,370)
                                                                              --------------     --------------

CASH FLOWS FROM FINANCING ACTIVITIES
    Payments of mortgage note                                                        (34,833)           (32,305)
    Proceeds from sale of treasury stock                                             667,500                 --
    Dividends paid                                                                        --         (1,621,361)
    Increase in note payable to shareholder                                          295,400                 --
    Proceeds from bank loan                                                          487,894                 --
    (Decrease) from bank overdraft                                                        --             (3,525)
    Proceeds from exercise of stock options/warrants                                  10,125            261,945
                                                                              --------------     --------------
      NET CASH PROVIDED BY (USED FOR) FINANCING ACTIVITIES                         1,426,086         (1,395,246)
                                                                              --------------     --------------

    Foreign exchange rate adjustment                                                (117,856)             4,058
                                                                              --------------     --------------

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS                               1,255,651         (3,029,538)

  Cash and cash equivalents, at beginning of year                                 13,851,120         15,783,816
                                                                              --------------     --------------

  CASH AND CASH EQUIVALENTS, AT END OF PERIOD                                 $   15,106,771     $   12,754,278
                                                                              ==============     ==============
SUPPLEMENTAL INFORMATION:
    Cash paid during the period for:
        Taxes                                                                 $    1,046,506     $      364,903

        Interest                                                              $      176,089     $      174,346


                             See accompanying notes


                                                                               5



                          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, 2006 and the
      condensed, consolidated statements of operations for the three and nine
      month periods ended September 30, 2006 and 2005 and the condensed,
      consolidated statements of cash flows for the nine month periods ended
      September 30, 2006 and 2005 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".

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

      The accounting policies followed by the Company are set forth in Note 1 to
      the Company's financial statements included in its annual report on Form
      10-K for the year ended December 31, 2005, which note is incorporated
      herein by reference. Specific reference is made to that report for a
      description of the Company's securities and the notes to financial
      statements included therein, since certain information and footnote
      disclosures normally included in financial statements in accordance with
      accounting principles generally accepted in the United States of America
      have been condensed or omitted from this report.

      The results of operations for the three and nine-month periods ended
      September 30, 2006 and 2005 are not necessarily indicative of the results
      to be expected for the full year.

      On July 1, 2005, the Company acquired Willtek Communications GmbH, a
      limited liability corporation organized under the laws of Germany
      ("Willtek"), for the net purchase price of $26,149,826. The acquisition of
      Willtek was recorded under the purchase method of accounting for financial
      statement purposes. Willtek's Balance Sheets are included in the Condensed
      Consolidated Balance Sheet at September 30, 2006 and at December 31, 2005.
      Willtek's results of operations and cash flows for the three and
      nine-months ended September 30, 2006 are included in the Condensed
      Consolidated Statements of Operations and Cash Flows, but for the
      nine-months ended September 30, 2005 only their results of operations and
      cash flows for the three months ended September 30, 2005 are included. See
      also Note 6.

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

NOTE 2 - RECENT ACCOUNTING PRONOUNCEMENTS

      In September 2006, the FASB issued SFAS No. 158, "Employers' Accounting
      for Defined Benefit Pension and Other Postretirement Plans", which
      requires an employer to (a) recognize in its statement of financial
      position an asset for a plan's overfunded status or a liability for a
      plan's underfunded status, (b) measure a plan's assets and its obligations
      that determine its funded status as of the end of the employer's fiscal
      year, and (c) recogonize changes in the funded status of a defined benefit
      postretirement plan in the year in which the changes occur. The
      requirement to recognize the funded status of a benefit plan and the
      disclosure requirements are effective as of the end of the fiscal year
      ending after December 15, 2006. The requirement to measure plan assets and
      benefit obligations as of the date of the employer's fiscal year-end
      statement of financial position becomes effective for fiscal years ending
      after December 15, 2008. The Company is currently evaluating what impact,
      if any, this statement will have on its consolidated financial statements.


                                                                               6



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

      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 derecognition,
      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 does not
      believe adoption of FIN 48 will have a material impact on the Company's
      consolidated financial statements.

NOTE 3 - 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.

NOTE 4 - SHAREHOLDERS' EQUITY

      During the nine months ended September 30, 2006, no shares were
      repurchased by the Company under the stock repurchase program authorized
      by the Board of Directors on November 27, 2000 and as amended on October
      5, 2001.

      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.

NOTE 5 - GOODWILL AND OTHER INTANGIBLE ASSETS

      On July 1, 2005, the Company acquired Willtek Communications GmbH, which
      was recorded under the purchase method of accounting for financial
      statement purposes. The purchase price was allocated to assets acquired
      and liabilities assumed based on estimated fair value at the date of
      acquisition while the balance of $22,804,892 was recorded as goodwill. In
      accordance with Statement of Financial Accounting Standards No. 142,
      ("SFAS No. 142") Goodwill and Other Intangible Assets, this goodwill will
      not be amortized, but will be tested for impairment periodically by
      management. Management considered a number of factors, including
      valuations of the future cash flows of the business and concluded that
      this goodwill was not impaired and consequently no adjustment to goodwill
      was necessary at September 30, 2006.

      On December 21, 2001, the Company acquired Microlab/FXR, which was
      recorded under the purchase method of accounting for financial statement
      purposes. The purchase price was allocated to assets acquired and
      liabilities assumed based on estimated fair value at the date of
      acquisition while the balance of $1,351,392 was recorded as goodwill. In
      accordance with SFAS No. 142, this goodwill will not be amortized, but
      will be tested for impairment periodically by management. Management
      considered a number of factors, including valuations of the future cash
      flows of the business and concluded that this goodwill was not impaired
      and consequently no adjustment to goodwill was necessary at September 30,
      2006.


                                                                               7



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

NOTE 6 - ACCOUNTING FOR STOCK OPTIONS

      Effective January 1, 2006, the Company's 2000 Stock Option Plan is
      accounted for in accordance with the recognition and measurement
      provisions of Statement of Financial Accounting Standards ("FAS") No. 123
      (revised 2004), Share-Based Payment ("FAS 123(R)"), which replaces FAS No.
      123, Accounting for Stock-Based Compensation, and supersedes Accounting
      Principles Board Opinion ("APB") No. 25, Accounting for Stock Issued to
      Employees, and related interpretations. FAS 123(R) requires compensation
      costs related to share-based payment transactions, including employee
      stock options, to be recognized in the financial statements. In addition,
      the Company adheres to the guidance set forth within Securities and
      Exchange Commission ("SEC") Staff Accounting Bulletin ("SAB") No. 107,
      which provides the Staff's views regarding the interaction between FAS
      123(R) and certain SEC rules and regulations and provides interpretations
      with respect to the valuation of share-based payments for public
      companies.

      Prior to January 1, 2006, the Company accounted for similar transactions
      in accordance with APB No. 25 which employed the intrinsic value method of
      measuring compensation cost. Accordingly, compensation expense was not
      recognized for fixed stock options if the exercise price of the option
      equaled or exceeded the fair value of the underlying stock at the grant
      date.

      While FAS No. 123 encouraged recognition of the fair value of all
      stock-based awards on the date of grant as expense over the vesting
      period, companies were permitted to continue to apply the intrinsic
      value-based method of accounting prescribed by APB No. 25 and disclose
      certain pro-forma amounts as if the fair value approach of FAS No. 123 had
      been applied. In December 2002, FAS No. 148, Accounting for Stock-Based
      Compensation-Transition and Disclosure, an amendment of SFAS No. 123, was
      issued, which, in addition to providing alternative methods of transition
      for a voluntary change to the fair value method of accounting for
      stock-based employee compensation, required more prominent pro-forma
      disclosures in both the annual and interim financial statements. The
      Company complied with these disclosure requirements for all applicable
      periods prior to January 1, 2006.

      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, 2006 include share-based
      compensation expense totaling $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, 2006 and 2005 was $2.48 and $2.57,
      respectively.


                                                                               8



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

      The fair value of options at the date of grant was estimated using the
      Black-Scholes option pricing model. During 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 and resulting fair values of options granted are as
      follows:

                                                              Nine Months
                                     Three Months Ended          Ended
                                       September 30,         September 30,
                                     2006         2005      2006       2005
                                     ----         -----     -----      -----
      Expected term (in years)       4.0           5.0      3.0         6.0
      Expected volatility            10%          51.1%     20.2%      63.7%
      Expected dividend yield        0.0%          10%      0.0%        10%
      Risk-free interest rate        4.9%         3.5%      4.6%       3.5%

      The following table addresses the additional disclosure requirements of
      FAS 123(R) in the period of adoption. The table illustrates the effect on
      net income and earnings per share as if the fair value recognition
      provisions of FAS No. 123 had been applied to all outstanding and unvested
      awards in the prior year comparable period.



                                             For the Three Months     For the Nine Months
                                                    Ended                    Ended
                                              September 30, 2005      September 30, 2005
                                             --------------------     -------------------

Net income attributable to common
stockholders, as reported                          $623,959               $2,753,430
Less: Stock-based compensation - based
on fair value                                        34,696                  133,826
                                                   --------               ----------
Pro forma net income attributable to
common stockholders                                $589,263               $2,619,604
                                                   ========               ==========

Net income per share:
Basic and diluted income per share - as
reported                                              $0.02                    $0.14
Basic and diluted income per share - pro
forma                                                 $0.02                    $0.13


      The Company granted 500,000, 120,000 and 685,000 options under the Plan
      during the first, second and third quarters of 2006 at an exercise price
      of $2.70, $2.72 and $2.28 per share, respectively.

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


                                                                               9



      The following table represents our stock options granted, exercised, and
      forfeited during 2006:



                                                          Weighted           Weighted
                                                           Average           Average        Aggregate
                                           Number of      Exercise          Remaining       Intrinsic
                                            Shares     Price per share   Contractual Term     Value
                                           ---------   ---------------   ----------------   ---------

      Stock Options
      Outstanding at January 1, 2006       1,251,630       $  2.51
      Granted                              1,305,000          2.48
      Exercised                               (6,000)         1.69
      Forfeited/cancelled                   (179,333)         2.64
      Outstanding at September 30, 2006    2,371,297       $  2.49             6.2          $  98,614
                                           ---------

      Exercisable at September 30, 2006    1,066,297       $  2.49             5.7          $  98,614
                                           =========


      During the second quarter of 2006, 6,000 stock options were exercised.
      However, no options were exercised during the first and third quarters of
      2006. During the first, second and third quarters of 2005, 12,250, 40,000
      and 70,300 options were exercised, respectively. On July 6, 2006, 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.

NOTE 7 - ACQUISITION

      On July 1, 2005, the Company acquired all of the outstanding equity of
      Willtek Communications GmbH, a limited liability corporation organized
      under the laws of Germany ("Willtek"), in exchange for 8,000,000 shares of
      WTT's common stock having an aggregate value of $21,440,000, based on a
      closing sale price of $2.68 per share of WTT's common stock on July 1,
      2005. Including $2,969,572 in closing costs and $1,753,017 of
      reorganization costs, less cash acquired of $102,763, the total purchase
      price was $26,149,826. The business combination has been accounted for as
      a purchase in accordance with SFAS No. 141 allocating the purchase price
      to the tangible and intangible assets acquired and liabilities assumed
      based on their estimated fair values. The allocation resulted in recording
      intangibles of $14,500,000 and goodwill of $22,804,892.

      During the nine months ended September 30, 2006, the amortizable
      intangibles resulted in an amortization charge of $885,000. During this
      same period, this amortization charge is partially off-set by a purchase
      accounting adjustment of $225,000 which relates to unused rental space,
      adjusted for fair market value, at the Company's German facility.

      The following unaudited pro forma financial information for the
      nine-months ended September 30, 2005 presents the combined results of
      operations of the Company and Willtek as if the acquisition had occurred
      at January 1, 2005, the beginning of the earliest period presented. The
      pro forma results presented below for 2005 combine the results of the
      Company for 2005 and historical results of Willtek from January 1, 2005
      through September 30, 2005.

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


                                                                              10



      The unaudited pro forma financial information is not intended to represent
      or be indicative of the Company's consolidated results of operations or
      financial condition that would have been reported had the acquisition been
      completed as of the beginning of the periods presented and should not be
      taken as indicative of the Company's future consolidated results of
      operations.

                                                       For the Nine Months
                                                       Ended September 30,
                                                              2005
                                                       -------------------
      Net revenue                                          $37,303,000
                                                           ===========

      Net(loss)                                              $(833,000)
                                                             =========

      Diluted (loss) per common share                           $(0.03)
                                                                ======

NOTE 8 - 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:

                              As of September 30,       As of December 31,
      Long-lived assets              2006                      2005
      -----------------       -------------------       ------------------
      United States               $5,849,183                $5,858,343
      Europe                         776,152                   823,353
                                  ----------                ----------
                                  $6,625,335                $6,681,696
                                  ==========                ==========

                              For the Nine Months         For the Three Months
                              Ended September 30,         Ended September 30,
      Revenues by region       2006         2005           2006         2005
      ------------------    -----------  -----------    -----------  -----------
      Americas              $ 6,546,631  $ 5,699,010    $19,213,607  $14,542,422
      Europe                  3,225,444    3,586,312      9,858,013    4,964,953
      Asia                    2,160,302    1,544,729      6,209,705    3,313,442
      Other                   1,725,611    1,633,113      4,354,692    1,653,200
                            -----------  -----------    -----------  -----------
                            $13,657,988  $12,463,164    $39,636,017  $24,474,017
                            ===========  ===========    ===========  ===========

NOTE 9 - 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 $13,000 for the year ended
      December 31, 2005.

      The Company estimates the expenditures in this regard for the fiscal year
      ending December 31, 2006 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.

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

INTRODUCTION


                                                                              11



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

The financial information presented herein includes:

(i) Condensed Consolidated Balance Sheets as of September 30, 2006 and as of
December 31, 2005 (ii) Condensed Consolidated Statements of Operations for the
three and nine month periods ended September 30, 2006 and 2005 and (iii)
Condensed Consolidated Statements of Cash Flows for the nine month periods ended
September 30, 2006 and 2005.

Willtek's Balance Sheets are included in the Condensed Consolidated Balance
Sheets at September 30, 2006 and at December 31, 2005. Willtek's results of
operations and cash flows for the three and nine months ended September 30, 2006
are included in the Condensed Consolidated Statements of Operations and Cash
Flows, but for the nine-months ended September 30, 2005 only their results of
operations and cash flows for the three months ended September 30, 2005 are
included.

FORWARD LOOKING STATEMENTS

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

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

CRITICAL ACCOUNTING POLICIES


                                                                              12



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.

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.

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, 2005.

For the nine months ended September 30, 2006 as compared to the corresponding
period of the previous year, net sales increased to $39,636,000 from $24,474,000
an increase of $15,162,000 or 61.9%. For the three months ended September 30,
2006 as compared to the corresponding period of the previous year, net sales
increased to $13,658,000 from $12,463,000 an increase of $1,195,000 or 9.5%. The
increase is primarily the result of the inclusion of Willtek's sales, which
aggregated $6,679,000 and $19,567,000 for the three and nine-month periods ended
September 30, 2006, respectively. Additionally, the sales activity in the
Company's pre-acquisition business units resulted in an overall increase in
sales for both the three and nine-month periods ended September 2006 as compared
to the corresponding periods of the previous year, and is primarily due to
increased demand in the Company's existing products across all three domestic
businesses.

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


                                                                              13



Gross profit on net sales for the nine months ended September 30, 2006 was
$21,736,000 or 54.8% as compared to $12,997,000 or 53.1% of net sales for the
nine months ended September 30, 2005. Gross profit on net sales for the three
months ended September 30, 2006 was $7,623,000 or 55.8% as compared to
$6,653,000 or 53.4% of net sales for the three months ended September 30, 2005.
Gross profit margins are higher due to the inclusion of Willtek, whose products
generally contribute a higher gross profit margin within the mix of the
Company's products, as well as, lower labor costs, and lower direct overhead
costs. The Company can experience variations in gross profit based upon the mix
of products sold as well as variations due to revenue volume and economies of
scale. The Company continues to carefully monitor costs associated with material
acquisition, manufacturing and production.

Operating expenses for the nine months ended September 30, 2006 were $18,865,000
or 47.5% of net sales as compared to $9,926,000 or 40.6% of net sales for the
nine months ended September 30, 2005. Operating expenses for the quarter ended
September 30, 2006 were $6,398,000 or 46.8% of net sales as compared to
$6,015,000 or 48.3% of net sales for the quarter ended September 30, 2005.
Operating expenses are higher primarily due to the inclusion of Willtek's
operating expenses of $10,612,000 and $3,432,000 for the nine and three-months
ended September 30, 2006, respectively, as compared to the same periods last
year. Additionally during the first nine months of 2006, the Company incurred
$885,000 of amortization expense associated with the acquisition of Willtek and
accrued compensation expense of $600,000 for an incentive based compensation
plan for all of the Company's employees. The increase is partially offset by an
overall reduction in operating expenses across all business groups resulting
from the Company's implementation of an effective cost reduction plan in the
prior year and ongoing operational synergies.

Interest income increased by $31,000 and $17,000 for the three and nine months
ended September 30, 2006, respectively, as compared to the corresponding periods
of the previous year. These increases were primarily due to higher returns in a
working capital management account, classified as cash equivalents, due to the
fact that they were highly liquid and readily convertible to cash and were
intended to be liquidated by the Company on a short-term basis.

For the three and nine months ended September 30, 2006, other income decreased
by $51,000 and $46,000, respectively. These decreases are due to the
reclassification of $119,000 from operating expenses to other expenses.

Net income decreased to $2,334,000, or $.09 per share (diluted), for the nine
months ended September 30, 2006 as compared to $2,753,000, or $.14 per share
(diluted) for the nine months ended September 30, 2005. The Company realized net
income for the quarter ended September 30, 2006 of $1,128,000 or $.04 per share
(diluted) as compared to $624,000 or $.02 per share (diluted) for the three
months ended September 30, 2005. The explanation of the change in net income can
be derived from the analysis given above of operations for the nine and
three-month periods ending September 30, 2006 and 2005, respectively. For the
nine-month period ending September 30, 2006, the decrease in earnings per share
can be further explained by the issuance of 8,000,000 shares of the Company's
common stock relating to the Willtek purchase agreement, which increases the
number of common shares outstanding further diluting earnings on a per share
basis.

LIQUIDITY AND CAPITAL RESOURCES:

The Company's working capital has increased by $2,525,000 to $20,432,000 at
September 30, 2006, from $17,907,000 at December 31, 2005. At September 30,
2006, the Company had a current ratio of 2.5 to 1, and a ratio of debt to
tangible net worth of 1.47 to 1. At December 31, 2005, the Company had a current
ratio of 2.4 to 1, and a ratio of debt to tangible net worth of 1.82 to 1. In
2005, the Company's current ratio was affected by current liabilities assumed
and cash paid for the acquisition of Willtek.

The Company realized cash provided by operating activities of $722,000 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, a non-cash adjustment for
depreciation and amortization of $824,000, a non-cash adjustment for
amortization of intangible assets of $660,000, and an increase in accounts
payable and accrued expenses of $564,000, 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.

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


                                                                              14



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 operations of $1,058,000 for the
comparable period in 2005. The primary source of these funds was provided by net
income of $2,753,000, a non-cash adjustment for depreciation and amortization of
$726,000, a non-cash adjustment for amortization of intangible assets of
$518,000 and a decrease in inventories of $470,000, partially offset by an
increase in accounts receivable of $2,038,000 and a decrease in accounts payable
and accrued expenses of $1,320,000.

Net cash used for investing activities for the nine months ended September 30,
2006 was $774,000. The use of these funds was for capital expenditures. In 2005,
net cash used for investing activities was $2,696,000. The primary use of these
funds was for costs associated with the acquisition of Willtek and capital
expenditures of $2,001,000 and $541,000, respectively.

Cash provided by financing activities for the nine months ended September 30,
2006 was $1,426,000. The primary source of these funds was from the sale of
250,000 shares of treasury stock for $667,500 and an additional bank loan of
$488,000 by Willtek, the proceeds of which must be used for research and
development. For the nine months ended September 30, 2005, net cash used for
financing activities was $1,395,000. The primary use of these funds was for the
payment of dividends of $1,621,000, partially offset by proceeds from the
exercise of stock options of $262,000.

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.

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 52%
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 $12,000,000 at
September 30, 2006, 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 period ended September 30, 2006. The Company
does not currently employ any currency derivative instruments, futures contracts
or other currency hedging techniques to mitigate its risks in this regard.

ITEM 3 - QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK (CONTINUED)


                                                                              15



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. 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.


                                                                              16



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 its Form 10-K for the year ended December
            31, 2005.

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

            On February 16, 2006, the Board of Directors approved the sale of
            250,000 shares of Wireless Telecom Group, Inc. 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. The
            Company relied on section 4(2) of the Securities Act of 1933 as the
            basis for an exemption from registering the sale of these shares of
            treasury stock. The proceeds of such sale were used for working
            capital.

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
            6, 2006. 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 2007. The names of
            these Directors and votes cast in favor of their election and shares
            withheld are as follows:

            NAME                          VOTES FOR     VOTES WITHHELD
            Savio Tung                    20,856,737      2,102,366
            James M. ("Monty") Johnson    20,525,938      2,433,165
            Hazem Ben-Gacem               20,857,432      2,101,671
            Henry L. Bachman              20,925,538      2,033,565
            John Wilchek                  20,551,654      2,407,449
            Michael Manza                 20,612,899      2,346,204
            Andrew Scelba                 20,984,393      1,974,710

            (d) Proposals information:

            Proposal (2) Approval of the Amended and Restated 2000 Stock Option
            Plan, to Authorize Options relating to an additional 2,000,000
            shares of common stock:

            VOTES FOR     VOTES AGAINST    VOTES ABSTAIN    BROKER NON-VOTE
            10,730,769      4,544,830         49,672           7,633,832

Item 5. OTHER INFORMATION

            None.


                                                                              17



Item 6. EXHIBITS

Exhibit No.     Description
-----------     -----------

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

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

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

11.1            Computation of per share earnings

31.1            Certification Pursuant to Section 302 of The Sarbanes-Oxley Act
                of 2002 (Principal Executive Officer)

31.2            Certification Pursuant to Section 302 of The Sarbanes-Oxley Act
                of 2002 (Principal Financial Officer)

32.1            Certification Pursuant to 18 U.S.C. Section 1350, as Adopted
                Pursuant to Section 906 of The Sarbanes-Oxley Act of 2002
                (Principal Executive Officer)

32.2            Certification Pursuant to 18 U.S.C. Section 1350, as Adopted
                Pursuant to Section 906 of The Sarbanes-Oxley Act of 2002
                (Principal Financial Officer)

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

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


                                                                              18



                                   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 10, 2006                 /S/James M. Johnson
                                        -------------------------
                                        James M. Johnson
                                        Chief Executive Officer


Date: November 10, 2006                 /S/Paul Genova
                                        -------------------------
                                        Paul Genova
                                        President, Chief Financial Officer


                                                                              19



                                  EXHIBIT LIST

Exhibit No.     Description
-----------     -----------

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

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

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

11.1            Computation of per share earnings

31.1            Certification Pursuant to Section 302 of The Sarbanes-Oxley Act
                of 2002 (Principal Executive Officer)

31.2            Certification Pursuant to Section 302 of The Sarbanes-Oxley Act
                of 2002 (Principal Financial Officer)

32.1            Certification Pursuant to 18 U.S.C. Section 1350, as Adopted
                Pursuant to Section 906 of The Sarbanes-Oxley Act of 2002
                (Principal Executive Officer)

32.2            Certification Pursuant to 18 U.S.C. Section 1350, as Adopted
                Pursuant to Section 906 of The Sarbanes-Oxley Act of 2002
                (Principal Financial Officer)

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

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


                                                                              20`