<PAGE>



                                    FORM 10-Q

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                                For Quarter Ended

                               September 30, 2000

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

             For the transition period from __________ to __________

                             Commission file number

                                     1-11916

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

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

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

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

       -------------------------------------------------------------------
         (Former name, former address and former fiscal year, if changed
                               since last report.)

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

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

Common Stock - Par Value $.01                             19,192,777
-----------------------------                      ------------------------
           Class                                      Outstanding Shares
                                                     At November 7, 2000






<PAGE>



                          WIRELESS TELECOM GROUP, INC.

                                Table of Contents

<TABLE>
<CAPTION>
PART I.  FINANCIAL INFORMATION                                                           Page(s)
<S>      <C>                                                                             <C>

         Item 1 -- Consolidated Financial Statements:

              Condensed Balance Sheets as of September 30, 2000
                 (unaudited) and December 31, 1999                                            3

              Condensed Statements of Operations for the Three and Nine
                 Months Ended September 30, 2000 and 1999 (unaudited)                         4

              Condensed Statements of Cash Flows for the Nine
                 Months Ended September 30, 2000 and 1999 (unaudited)                         5

              Notes to Interim Condensed Financial Statements (unaudited)                 6 - 7

         Item 2 -- Management's Discussion and Analysis of Financial
                     Condition and Results of Operations                                 8 - 10

PART II. OTHER INFORMATION

         Item 1 -- Legal Proceedings                                                         11

         Item 2 -- Changes in Securities                                                     11

         Item 3 -- Defaults upon Senior Securities                                           11

         Item 4 -- Submission of Matters to a Vote of Security Holders                       11

         Item 5 -- Other Information                                                         11

         Item 6 -- Exhibits and Reports on Form 8-K                                          11

Signatures                                                                                   12

Exhibit 11.1                                                                                 13

Exhibit 27                                                                                   14
</TABLE>


                                                                               2







<PAGE>



                         PART I - FINANCIAL INFORMATION

ITEM 1 - Financial Statements

                          WIRELESS TELECOM GROUP, INC.
                      CONDENSED CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>

                                   - ASSETS -
                                                                                             SEPTEMBER 30,       DECEMBER 31,
                                                                                                 2000               1999
                                                                                             ------------       ------------
                                                                                             (UNAUDITED)

<S>                                                                                          <C>                <C>
CURRENT ASSETS:
    Cash and cash equivalents                                                                $ 21,069,504       $ 22,225,763
    Accounts receivable -- net of allowance for doubtful accounts of
      $76,619 and $44,681 respectively                                                          2,911,290          1,849,640
    Inventories                                                                                 4,211,124          2,857,456
    Prepaid expenses and other current assets                                                     799,157          2,010,797
                                                                                             ------------       ------------

TOTAL CURRENT ASSETS                                                                           28,991,075         28,943,656
                                                                                             ------------       ------------

PROPERTY, PLANT AND EQUIPMENT - NET                                                             1,035,036            963,897
                                                                                             ------------       ------------

OTHER ASSETS:
    Goodwill - net                                                                              2,240,385          2,365,385
    Investment property - net (Note 3)                                                          4,235,013          4,247,711
    Other                                                                                         956,255            449,941
                                                                                             ------------       ------------

TOTAL OTHER ASSETS                                                                              7,431,653          7,063,037
                                                                                             ------------       ------------

                                                                                             $ 37,457,764       $ 36,970,590
                                                                                             ============       ============

                                 - LIABILITIES AND SHAREHOLDERS' EQUITY -

CURRENT LIABILITIES:
    Accounts payable                                                                         $    882,783       $  1,305,558
    Accrued expenses and other current liabilities                                                679,548          1,282,597
    Mortgage payable - current                                                                     29,043             31,509
    Income tax payable                                                                             74,436            218,391
                                                                                             ------------       ------------

TOTAL CURRENT LIABILITIES                                                                       1,665,810          2,838,055
                                                                                             ------------       ------------

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

OTHER L/T LIABILITIES:
    Notes payable                                                                                    --              215,932
    Mortgage payable - long term                                                                3,212,091          3,229,976
    Other long term liabilities                                                                    94,436            363,410
                                                                                             ------------       ------------

TOTAL OTHER L/T LIABILITIES                                                                     3,306,527          3,809,318
                                                                                             ------------       ------------


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, 19,781,677
      and 19,588,011 shares issued, respectively                                                  197,817            195,880
    Additional paid-in-capital                                                                  9,016,314          8,253,861
    Retained earnings                                                                          24,335,521         22,937,701
    Treasury stock at cost, 588,900 shares                                                     (1,270,835)        (1,270,835)
                                                                                             ------------       ------------
                                                                                               32,278,817         30,116,607
                                                                                             ------------       ------------

                                                                                             $ 37,457,764       $ 36,970,590
                                                                                             ============       ============


</TABLE>

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


                                                                               3







<PAGE>


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

<TABLE>
<CAPTION>

                                                 For the Three Months            For the Nine Months
                                                  Ended September 30,            Ended September 30,
                                              --------------------------     ------------------------
                                                 2000           1999            2000             1999
                                                 ----           ----            ----             ----
<S>                                           <C>             <C>            <C>              <C>
NET SALES                                     $4,742,774      $3,196,004     $13,685,906      $9,823,516
                                              ----------      ----------     -----------      ----------

COSTS AND EXPENSES:
    Cost of sales                              1,917,995       1,848,897       5,859,952       4,643,393
    Operating expenses                         2,199,255       1,540,387       5,559,647       3,887,580
    Interest, dividend and other income         (302,561)       (241,761)       (730,778)       (669,744)
    Settlement of litigation (Note 4)             18,887            --           683,845            --
                                              ----------      ----------     -----------      ----------

TOTAL COSTS AND EXPENSES                       3,833,576       3,147,523      11,372,666       7,861,229
                                              ----------      ----------     -----------      ----------

INCOME FROM CONTINUING
OPERATIONS BEFORE INCOME TAX                     909,198          48,481       2,313,240       1,962,287

PROVISION FOR INCOME TAXES                       365,878         (46,941)        915,420         605,767
                                              ----------      ----------     -----------      ----------

INCOME FROM CONTINUING
OPERATIONS                                       543,320          95,422       1,397,820       1,356,520
                                              ----------      ----------     -----------      ----------

DISCONTINUED OPERATIONS (NOTE 1):
    Income from discontinued
       operations - net of income taxes             --               333            --             8,353
    Gain (Loss) on sale of test equipment
       business - net of income taxes               --           (17,267)           --         3,570,384
                                              ----------      ----------     -----------      ----------
TOTAL DISCONTINUED OPERATIONS                       --           (16,934)           --         3,578,737
                                              ----------      ----------     -----------      ----------
NET INCOME                                    $  543,320      $   78,488     $ 1,397,820      $4,935,257
                                              ==========      ==========     ===========      ==========

NET INCOME PER COMMON
SHARE (NOTE 2):

     BASIC
           Continuing Operations              $      .03      $      .00     $       .07      $      .07
           Discontinued Operations                  --              --              --               .19
                                              ----------      ----------     -----------      ----------
                                              $      .03      $      .00     $       .07      $      .26
                                              ==========      ==========     ===========      ==========

     DILUTED
           Continuing Operations              $      .03      $      .00     $       .07      $      .07
           Discontinued Operations                  --              --              --               .18
                                              ----------      ----------     -----------      ----------
                                              $      .03      $      .00     $       .07      $      .25
                                              ==========      ==========     ===========      ==========
</TABLE>

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



                                                                              4









<PAGE>



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

<TABLE>
<CAPTION>
                                                                           For the Nine Months
                                                                           Ended September 30,
                                                                      ---------------------------
                                                                          2000           1999
                                                                          ----           ----
<S>                                                                 <C>             <C>
CASH FLOWS FROM OPERATING ACTIVITIES
  Net income                                                          $ 1,397,820     $ 4,935,257
  Adjustments to reconcile net income to net
    cash provided by operating activities:
    Depreciation and amortization                                         359,072         388,816
    Non cash compensation                                                  33,750               -
    Other income                                                          (50,004)        (38,892)
    Provision for losses on accounts receivable                            31,938         410,914
    Deferred taxes                                                              -         604,694
    Gain on sale of discontinued division                                       -      (5,571,467)
  Changes in assets and liabilities:
   (Increase) decrease in accounts receivable                          (1,093,588)      1,243,636
   (Increase) in inventories                                           (1,353,668)        (81,449)
    Decrease in prepaid expenses and other assets                       1,211,640       1,059,350
   (Decrease) increase in accounts payable and accrued expenses          (901,431)        156,143
   (Decrease) increase in income taxes payable                           (143,955)       (301,746)
                                                                      -----------     -----------
         NET CASH (USED IN) PROVIDED BY OPERATING ACTIVITIES             (508,426)      2,805,256
                                                                      -----------     -----------

CASH FLOWS FROM INVESTING ACTIVITIES
    Purchase of investment                                               (500,000)              -
    Capital expenditures                                                 (292,513)       (181,625)
    Officer's life insurance                                                   -           24,159
    Proceeds from sale of discontinued division                                -       17,230,730
    Proceeds from covenant not to compete                                      -          200,000
    Purchase of Noise Product line                                             -       (2,500,000)
    Expenses related to disposal of division                                   -       (1,953,052)
    Increase in real estate escrow                                         (6,314)              -
                                                                      -----------     -----------
          NET CASH (USED IN) PROVIDED BY INVESTING ACTIVITIES            (798,827)     12,820,212
                                                                      -----------     -----------

CASH FLOWS FROM FINANCING ACTIVITIES
    Payments on mortgage                                                  (20,350)              -
    Payment of long term debt                                            (215,932)        (54,991)
    Related party loans                                                   (37,500)              -
    Acquisition of treasury stock                                               -        (956,347)
    Proceeds from exercise of stock options\warrants                      424,776               -
                                                                      -----------     -----------
         NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES              150,994      (1,011,338)
                                                                      -----------     -----------

NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS                   (1,156,259)     14,614,130

  Cash and cash equivalents, at beginning of year                      22,225,763       9,079,153
                                                                      -----------     -----------

  CASH AND CASH EQUIVALENTS, AT END OF PERIOD                         $21,069,504     $23,693,283
                                                                      ===========     ===========

SUPPLEMENTAL INFORMATION:
    Cash paid during the period for taxes                             $ 1,517,900     $ 2,068,780
</TABLE>





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



                                                                               5









<PAGE>



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

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING PRINCIPLES AND POLICIES

     The condensed, consolidated balance sheet as of September 30, 2000 and the
     condensed, consolidated statements of operations for the three and nine
     month periods ended September 30, 2000 and 1999 and the condensed,
     consolidated statements of cash flows for the nine month periods ended
     September 30, 2000 and 1999 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, WTG Foreign Sales Corporation and NC Mahwah, Inc.

     On July 7, 2000, Wireless Telecom Group, Inc. and Boonton Electronics Corp.
     closed on a merger under an agreement dated March 2, 2000 and as amended on
     April 28, 2000. A newly formed, wholly-owned subsidiary of the Company, WTT
     Acquisition Corp., merged with and into Boonton, a public entity. Each
     share of Boonton common stock was converted into .79 shares of the
     Company's common stock with aggregated consideration totaling 1,885,713
     shares of Wireless common stock. The merger is being accounted for as a
     pooling of interests and accordingly, all periods prior to the merger have
     been restated to include the results of operations, financial position and
     cash flows of Boonton.

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

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

     The accounting policies followed by the Company are set forth in Note 1 to
     the Company's financial statements included in its annual report on Form
     10-K for the year ended December 31, 1999, which is incorporated herein by
     reference. Specific reference is made to this report for a description of
     the Company's securities and the notes to financial statements included
     therein, since certain information and footnote disclosures normally
     included in financial statements in accordance with generally accepted
     accounting principles have been condensed or omitted from this report.

     The results of operations for the three and nine month periods ended
     September 30, 2000 and 1999 are not necessarily indicative of the results
     to be expected for the full year.



                                                                               6










<PAGE>



NOTE 2 - INCOME PER COMMON SHARE

     Income per common share is computed by dividing the net income by the
     weighted average number of common shares and common equivalent shares
     outstanding during each period utilizing SFAS 128 "Earnings Per Share"
     ("SFAS 128"). SFAS 128 requires the presentation of "basic" and "diluted"
     earnings per share on the face of the income statement.

NOTE 3 - INVESTMENT PROPERTY

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

NOTE 4 - SETTLEMENT OF LITIGATION

     On March 15, 1999, a complaint was filed in the Superior Court of the State
     of California for the County of Orange. The action was brought by Mr. David
     Day, an individual; David Day d/b/a Day Test & Measurements and Day Test &
     Measurements, as plaintiffs against Noise Com, Inc., a New Jersey
     corporation; Wireless Telecom Group, Inc., a New Jersey corporation;
     Telecom Analysis Systems, Inc., Bowthorpe PLC and Does 1 through 100,
     inclusive as defendants. The action set forth several causes of action,
     including breach of contract and fraud relating to an alleged failure of
     the defendants to pay full commissions allegedly owed to the plaintiff.

     On April 23, 1999, Wireless Telecom Group, Inc. d/b/a Noise Com commenced
     an arbitration proceeding against Day Test and Measurements ("Day Test"), a
     plaintiff in the aforementioned California action. In the arbitration,
     venued in New Jersey and brought under the rules of the American
     Arbitration Association, Noise Com alleged that Day Test, a former sales
     representative for Noise Com, failed to act with diligence and loyalty in
     performing its duties as Noise Com's agent. Also, the arbitration sought to
     resolve the dispute concerning the commissions allegedly due Day Test.

     On June 7, 2000, Wireless Telecom Group, Inc. d/b/a Noise Com settled both
     the California action and the New Jersey action. The terms of the
     settlement included, among other things, a payment from Noise Com to David
     Day of $1,250,000. The Company had previously accrued approximately
     $585,000 in connection with this matter and has recorded an additional cost
     of approximately $684,000 during the nine months ended September 30, 2000.




                                                                               7










<PAGE>




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

INTRODUCTION

Wireless Telecom Group, Inc., and Boonton Electronics Corporation (collectively
the "Company"), develops, manufactures and markets a wide variety of electronic
noise sources and electronic testing and measuring instruments including power
meters, voltmeters and modulation meters, and in addition, until March 11, 1999,
test instruments for the wireless telecommunication industry. The Company's
products have historically been primarily used to test the performance and
capability of cellular/ PCS and satellite communications systems, and to measure
the power of RF and microwave systems. Other applications include radio, radar,
wireless local area network (WLAN) and digital television.

On July 7, 2000, Wireless Telecom Group, Inc., and Boonton Electronics Corp.
closed on a merger under an agreement dated March 2, 2000 and as amended on
April 28, 2000. A newly formed, wholly-owned subsidiary of the Company, WTT
Acquisition Corp., merged with and into Boonton, a public entity. Each share of
Boonton common stock was converted into .79 shares of the Company's common stock
with aggregated consideration totaling 1,885,713 shares of Wireless common
stock. The merger is being accounted for as a pooling of interests and
accordingly, all periods prior to the merger have been restated to include the
results of operations, financial position and cash flows of Boonton.

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

The financial information as regards continuing operations presented herein is
derived from:

(i) Condensed consolidated balance sheets as of September 30, 2000 and as of
December 31, 1999 (ii) Condensed consolidated statements of operations for the
three and nine month periods ended September 30, 2000 and 1999 and (iii)
Condensed consolidated statements of cash flows for the nine month periods ended
September 30, 2000 and 1999.

OPERATIONS

For the nine months ended September 30, 2000 as compared to the corresponding
period of the previous year, net sales increased to $13,685,906 from $9,823,516,
an increase of $3,862,390 or 39.3%. For the quarter ended September 30, 2000 as
compared to the corresponding period of the previous year, net sales increased
to $4,742,774 from $3,196,004 an increase of $1,546,770 or 48.4%. This increase
is primarily due to an increase in application of the Company's products as
built-in testers in wireless networks and an overall increase in the market for
the Company's noise-based communication and power measurement products.

The Company's gross profit on net sales from continuing operations for the nine
months ended September 30, 2000 was $7,825,954 or 57.2% as compared to
$5,180,123 or 52.7% for the nine months ended September 30, 1999. Gross profit
on net sales from continuing operations for the quarter ended September 30, 2000
was $2,824,779 or 59.6% as compared to




                                                                               8









<PAGE>


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

$1,347,107 or 42.1% for the three months ended September 30, 1999. The Company
can experience variations in gross profit based upon the mix of product sales as
well as variations due to revenue volume and economies of scale. The Company
continues to rigidly monitor costs associated with material acquisition,
manufacturing and production.

Operating expenses for the nine months ended September 30, 2000 were $5,559,647
or 40.6% of net sales as compared to $3,887,580 or 39.6% of net sales for the
nine months ended September 30, 1999. Operating expenses for the quarter ended
September 30, 2000 were $2,199,255 or 46.4% of net sales as compared to
$1,540,387 or 48.2% of net sales for the quarter ended September 30, 1999.

For the three and nine months ended September 30, 2000 as compared to the same
periods of the prior year, operating expenses increased in dollars by $658,868
and $1,672,067, respectively. This increase is primarily due to increased
professional fees and related expenses in connection with the Boonton
acquisition (see above). Additionally, the Company had increased spending for
research and development, advertising and costs associated with the Mahwah, New
Jersey facility. The Company believes that there will be a decrease in overhead
as a result of the merger due to the consolidation of facilities and combination
of management.

Interest, dividend and other income increased by $61,034 for the nine months
ended September 30, 2000 and by $60,800 for the quarter ended September 30,
2000. This increase was due to a higher average investment balance during 2000
as a result of the increase in cash from the sale of assets described above.

On March 15, 1999, a complaint was filed in the Superior Court of the State of
California for the County of Orange. The action was brought by Mr. David Day, an
individual; David Day d/b/a Day Test & Measurements and Day Test & Measurements,
as plaintiffs against Noise Com, Inc., a New Jersey corporation; Wireless
Telecom Group, Inc., a New Jersey corporation; Telecom Analysis Systems, Inc.,
Bowthorpe PLC and Does 1 through 100, inclusive as defendants. The action set
forth several causes of action, including breach of contract and fraud relating
to an alleged failure of the defendants to pay full commissions allegedly owed
to the plaintiff.

On April 23, 1999, Wireless Telecom Group, Inc. d/b/a Noise Com commenced an
arbitration proceeding against Day Test and Measurements ("Day Test"), a
plaintiff in the aforementioned California action. In the arbitration, venued in
New Jersey and brought under the rules of the American Arbitration Association,
Noise Com alleged that Day Test, a former sales representative for Noise Com,
failed to act with diligence and loyalty in performing its duties as Noise Com's
agent. Also, the arbitration sought to resolve the dispute concerning the
commissions allegedly due Day Test.

On June 7, 2000, Wireless Telecom Group, Inc. d/b/a Noise Com settled both the
California action and the New Jersey action. The terms of the settlement
included, among other things, a payment from Noise Com to David Day of
$1,250,000. The Company had previously accrued approximately $585,000 in
connection with this matter and has recorded an additional cost of approximately
$684,000 during the nine months ended September 30, 2000.

Net income from continuing operations increased to $1,397,820, or $.07 per
share, for the nine months ended September 30, 2000 as compared to $1,356,520,
or $.07 per share for the nine months ended September 30, 1999. The Company
realized net income from continuing




                                                                               9










<PAGE>


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

operations for the quarter ended September 30, 2000 of $543,320 or $.03 per
share as compared to $95,422 or $.00 per share for the three months ended
September 30, 1999. The explanation of these changes can be derived from the
analysis given above of operations for the three and nine month periods ending
September 30, 2000 and 1999, respectively.

LIQUIDITY AND CAPITAL RESOURCES:

The Company's working capital has increased by $1,219,664 to $27,325,265 at
September 30, 2000, from $26,105,601 at December 31, 1999. At September 30, 2000
the Company had a current ratio of 17.4 to 1, and a ratio of debt to net worth
of less than .2 to 1. At December 31, 1999 the Company had a current ratio of
10.2 to 1, and a ratio of debt to net worth of .23 to 1.

The Company used cash in operations of $508,426 for the nine month period ending
September 30, 2000. This was primarily due to an increase in inventory of
$1,353,668, an increase in accounts receivable of $1,093,588 and a decrease in
accounts payable and accrued expenses of $901,431 offset by net income of
$1,397,820 and a decrease in prepaid expenses of $1,211,640.

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

Operating activities provided $2,805,256 in cash flow for the comparable nine
month period in 1999. Cash provided by net income of $4,935,257, a reduction of
accounts receivable of $1,243,636 a reduction in prepaid expenses of $1,059,350
and an increase in deferred taxes of $604,694 was offset by a gain in the sale
of discontinued operations of $5,571,467.

Net cash used in investing activities for the nine months ended September 30,
2000 was $798,827. The primary use of these funds was the purchase of a $500,000
investment in equity securities of an unrelated entity. For the nine months
ended September 30, 1999, net cash provided by investing activities was
$12,820,212. In 1999, the Company realized proceeds of $17,230,730 from the sale
of its Wireless Test Equipment Business, partially offset by $2,500,000 for the
purchase of the Noise Product Line from Telecom Analysis Systems, and $1,953,052
for expenses relating to the disposal of the Wireless Test Equipment Business.

Net cash provided by financing activities for the nine month period ending
September 30, 2000 was $150,994. The primary source of these funds was the
proceeds from the exercise of stock options and warrants of $424,776. This was
partially offset by the payment of long term debt of $215,932. Net cash used for
financing activities in the same period of 1999 was $1,011,338. The primary use
of these funds during this period was the reacquisition of the Company's shares
of common stock in the open market.

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

INFLATION AND SEASONALITY

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




                                                                              10









<PAGE>



                           PART II - OTHER INFORMATION

Item 1. LEGAL PROCEEDINGS

        Not applicable.

Item 2. CHANGES IN SECURITIES

        Not applicable.

Item 3. DEFAULTS UPON SENIOR SECURITIES

        Not applicable.

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

        Not applicable.

Item 5. OTHER INFORMATION

        Not applicable.

Item 6. EXHIBITS AND REPORTS ON FORM 8-K

        (a) Exhibits:

            11.1  Computation of per share earnings

            27    Financial Data Schedule

        (b) Reports on Form 8-K:

            1.   Form 8-K, dated July 18, 2000, reporting on Items 2 and 7
                 relating to the Boonton Electronics Corp. acquisition.

            2.   Form 8-K, dated September 5, 2000, reporting on Item 5
                 relating to the Boonton Electronics Corp. acquisition.




                                                                              11









<PAGE>



                                   SIGNATURES



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



                                            WIRELESS TELECOM GROUP, INC.
                                            ____________________________
                                            (Registrant)


Date:  November 13, 2000                    /S/Edward Garcia
                                            ______________________________
                                            Edward Garcia
                                            Chairman and Chief Executive Officer



Date:  November 13, 2000                    /S/Demir Richard Eden
                                            ______________________________
                                            Demir Richard Eden
                                            Acting Chief Financial Officer






                                                                              12