|                                                
|------------------------------------------------
|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, 2010                                       
|                              |                                                                                          
|OR                           
|                              |                                                                                          
|o                             | TRANSITION
 REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|                              |                                                                                          
|                              | For the
 transition period from _____________ to _____________                           
|                              |                                                                                          
|Commission file number1-11916
|                              |                                                                                          
|                             

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

|                                         |  |                    
|---------------------------------------- |  | -------------------
|New
 Jersey                              |  | 22-2582295         
|(State or Other Jurisdiction             |  | (I.R.S. 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 o

Indicate
by check mark whether the registrant has submitted electronically and posted on
its corporate Web site, if any, every Interactive Data File required to be
submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this
chapter) during the preceding 12 months (or for such shorter period that the
registrant was required to submit and post such files). Yes o  No o

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

|                           |                     |                           |                             
|-------------------------- | ------------------- | ------------------------- | ----------------------------
|Large accelerated
 filer o | Accelerated filer o | Non-accelerated filer   o | Smaller reporting
 company x

Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act). Yes o  No x

Number of shares of Common
Stock outstanding as of November 12, 2010: 25,658,203

---



WIRELESS TELECOM GROUP, INC.

Table of Contents

|                               |                                                                                                                              |    |        
|------------------------------ | ---------------------------------------------------------------------------------------------------------------------------- | -- | -------
|                               |                                                                                                                              |    | Page(s)
|                               |                                                                                                                              |    |        
|PART I.
 FINANCIAL INFORMATION |                                                                                                                              |   
|                               |                                                                                                                              |    |        
|                               | Item 1 
 Consolidated Financial Statements:                                                                                 |    |        
|                               |                                                                                                                              |    |        
|                               | Condensed Balance Sheets as of
 September 30, 2010 (unaudited) and December 31, 2009                                         |    | 3      
|                               |                                                                                                                              |    |        
|                               | Condensed Statements of
 Operations for the Three and Nine Months Ended September 30, 2010 (unaudited)
 and 2009 (unaudited) |    | 4      
|                               |                                                                                                                              |    |        
|                               | Condensed Statements of Cash
 Flows for the Nine Months Ended September 30, 2010 (unaudited) and 2009
 (unaudited)           |    | 5      
|                               |                                                                                                                              |    |        
|                               | Notes to Interim Condensed Financial
 Statements (unaudited)                                                                 |    | 6 - 14 
|                               |                                                                                                                              |    |        
|                               | Item 2  Managements Discussion and Analysis of
 Financial Condition and Results of Operations                              |    | 15  20
|                               |                                                                                                                              |    |        
|                               | Item 3  Quantitative and Qualitative Disclosures About
 Market Risk                                                         |    | 21     
|                               |                                                                                                                              |    |        
|                               | Item 4T
  Controls and Procedures                                                                                           |    | 21     
|                               |                                                                                                                              |    |        
|PART II.
 OTHER INFORMATION    |                                                                                                                              |   
|                               |                                                                                                                              |    |        
|                               | Item 1 
 Legal Proceedings                                                                                                  |    | 22     
|                               |                                                                                                                              |    |        
|                               | Item 1A
  Risk Factors                                                                                                      |    | 22     
|                               |                                                                                                                              |    |        
|                               | Item 2 
 Unregistered Sales of Equity Securities and Use of Proceeds                                                        |    | 22     
|                               |                                                                                                                              |    |        
|                               | Item 3 
 Defaults upon Senior Securities                                                                                    |    | 22     
|                               |                                                                                                                              |    |        
|                               | Item 4 
 Removed and Reserved                                                                                               |    | 22     
|                               |                                                                                                                              |    |        
|                               | Item 5 
 Other Information                                                                                                  |    | 22     
|                               |                                                                                                                              |    |        
|                               | Item 6 
 Exhibits                                                                                                           |    | 22     
|                               |                                                                                                                              |    |        
|Signatures                     |                                                                                                                              | 23
|                               |                                                                                                                              |    |        
|Exhibit
 Index                 |                                                                                                                              | 24

2

---



|                                      
|--------------------------------------
|PART 1  FINANCIAL
 INFORMATION       
|Item 1  Financial Statements         
|WIRELESS TELECOM GROUP, INC.          
|CONDENSED CONSOLIDATED
 BALANCE SHEETS

|                                                                                                                      |  |                     |            |                    |   |            |  
|--------------------------------------------------------------------------------------------------------------------- |  | ------------------- | ---------- | ------------------ | - | ---------- | -
|                                                                                                                      |  | September 30,
 2010 |            | December 31,
 2009 |  
|                                                                                                                      |  |                     |            |                    |  
|                                                                                                                      |  | (unaudited)         |            |                    |  
|- ASSETS -                                                                                                           
|CURRENT ASSETS:                                                                                                       |  |                     |            |                    |   |            |  
|Cash and cash equivalents                                                                                             |  | $                   | 11,389,326 |                    | $ | 14,076,382 |  
|Accounts receivable - net of allowance for doubtful
 accounts of $93,519 and $155,173 for 2010 and 2009, respectively |  |                     | 3,960,519  |                    |   | 3,023,318  |  
|Income taxes recoverable                                                                                              |  |                     | 1,510,018  |                    |   | 1,910,846  |  
|Inventories                                                                                                           |  |                     | 7,625,615  |                    |   | 6,944,231  |  
|Deferred income taxes-current                                                                                         |  |                     | 354,516    |                    |   | 464,192    |  
|Prepaid expenses and other current assets                                                                             |  |                     | 384,102    |                    |   | 523,642    |  
|Assets held for sale                                                                                                  |  |                     |           |                    |   | 6,978,163  |  
|                                                                                                                      |  |                     |            |                    |   |            |  
|TOTAL CURRENT ASSETS                                                                                                  |  |                     | 25,224,096 |                    |   | 33,920,774 |  
|                                                                                                                      |  |                     |            |                    |   |            |  
|PROPERTY, PLANT AND EQUIPMENT - NET                                                                                   |  |                     | 4,340,843  |                    |   | 4,436,339  |  
|                                                                                                                      |  |                     |            |                    |   |            |  
|OTHER ASSETS:                                                                                                         |  |                     |            |                    |   |            |  
|Goodwill                                                                                                              |  |                     | 1,351,392  |                    |   | 1,351,392  |  
|Deferred income taxes - non-current                                                                                   |  |                     | 5,209,381  |                    |   | 4,560,312  |  
|Other assets                                                                                                          |  |                     | 958,470    |                    |   | 863,023    |  
|                                                                                                                      |  |                     |            |                    |   |            |  
|TOTAL OTHER ASSETS                                                                                                    |  |                     | 7,519,243  |                    |   | 6,774,727  |  
|                                                                                                                      |  |                     |            |                    |   |            |  
|TOTAL ASSETS                                                                                                          |  | $                   | 37,084,182 |                    | $ | 45,131,840 |  
|                                                                                                                      |  |                     |            |                    |   |            |  
|                                                                                                                      |  |                     |            |                    |   |            |  
|- LIABILITIES AND SHAREHOLDERS EQUITY -                                                                             
|CURRENT LIABILITIES:                                                                                                  |  |                     |            |                    |   |            |  
|Accounts payable                                                                                                      |  | $                   | 764,448    |                    | $ | 904,542    |  
|Accrued expenses and other current liabilities                                                                        |  |                     | 2,152,947  |                    |   | 1,930,225  |  
|Current portion of note payable - bank                                                                                |  |                     |           |                    |   | 375,238    |  
|Current portion of mortgage payable                                                                                   |  |                     | 67,072     |                    |   | 63,386     |  
|Liabilities held for sale                                                                                             |  |                     |           |                    |   | 4,493,409  |  
|                                                                                                                      |  |                     |            |                    |   |            |  
|TOTAL CURRENT LIABILITIES                                                                                             |  |                     | 2,984,467  |                    |   | 7,766,800  |  
|                                                                                                                      |  |                     |            |                    |   |            |  
|LONG TERM LIABILITIES:                                                                                                |  |                     |            |                    |   |            |  
|Note payable - bank                                                                                                   |  |                     |           |                    |   | 1,313,333  |  
|Mortgage payable                                                                                                      |  |                     | 2,720,485  |                    |   | 2,771,259  |  
|Deferred rent payable                                                                                                 |  |                     | 51,227     |                    |   | 90,946     |  
|                                                                                                                      |  |                     |            |                    |   |            |  
|TOTAL LONG TERM LIABILITIES                                                                                           |  |                     | 2,771,712  |                    |   | 4,175,538  |  
|                                                                                                                      |  |                     |            |                    |   |            |  
|COMMITMENTS AND CONTINGENCIES                                                                                         |  |                     |            |                    |   |            |  
|SHAREHOLDERS EQUITY:                                                                                                 |  |                     |            |                    |   |            |  
|Preferred stock, $.01 par value, 2,000,000 shares
 authorized, none issued                                            |  |                     |           |                    |   |           |  
|Common stock, $.01 par value, 75,000,000 shares
 authorized, 28,753,861 shares issued, 25,658,203 shares outstanding  |  |                     | 287,539    |                    |   | 287,539    |  
|Additional paid-in-capital                                                                                            |  |                     | 37,687,514 |                    |   | 37,528,841 |  
|Retained earnings                                                                                                     |  |                     | 899,764    |                    |   | 1,985,181  |  
|Accumulated other comprehensive income                                                                                |  |                     |           |                    |   | 934,755    |  
|Treasury stock at cost, 3,095,658 shares                                                                              |  |                     | (7,546,814 | )                  |   | (7,546,814 | )
|                                                                                                                      |  |                     |            |                    |   |            |  
|TOTAL SHAREHOLDERS EQUITY                                                                                            |  |                     | 31,328,003 |                    |   | 33,189,502 |  
|                                                                                                                      |  |                     |            |                    |   |            |  
|TOTAL LIABILITIES AND SHAREHOLDERS
 EQUITY                                                                           |  | $                   | 37,084,182 |                    | $ | 45,131,840 |  
|                                                                                                                      |  |                     |            |                    |   |            |  

See accompanying notes

3

---



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

|                                                            |  |                                           |           |                                          |    |           |   |      |            |   |    |            |  
|----------------------------------------------------------- |  | ----------------------------------------- | --------- | ---------------------------------------- | -- | --------- | - | ---- | ---------- | - | -- | ---------- | -
|                                                            |  | For the Three Months
 Ended September 30, |           | For the Nine Months
 Ended September 30, |   
|                                                            |  |                                           |           |                                          |   
|                                                            |  | 2010                                      |           | 2009                                     |    | 2010      |   | 2009 |           
|                                                            |  |                                           |           |                                          |    |           |   |      |           
|                                                            |  |                                           |           |                                          |    |           |   |      |            |   |    |            |  
|NET SALES                                                   |  | $                                         | 5,709,963 |                                          | $  | 6,239,869 |   | $    | 17,927,909 |   | $  | 16,923,700 |  
|                                                            |  |                                           |           |                                          |    |           |   |      |            |   |    |            |  
|                                                            |  |                                           |           |                                          |    |           |   |      |            |   |    |            |  
|COST OF SALES                                               |  |                                           | 3,013,456 |                                          |    | 3,310,717 |   |      | 9,472,518  |   |    | 9,145,968  |  
|                                                            |  |                                           |           |                                          |    |           |   |      |            |   |    |            |  
|                                                            |  |                                           |           |                                          |    |           |   |      |            |   |    |            |  
|GROSS PROFIT                                                |  |                                           | 2,696,507 |                                          |    | 2,929,152 |   |      | 8,455,391  |   |    | 7,777,732  |  
|                                                            |  |                                           |           |                                          |    |           |   |      |            |   |    |            |  
|OPERATING
 EXPENSES                                         |  |                                           |           |                                          |    |           |   |      |            |   |    |            |  
|Research and development                                    |  |                                           | 543,944   |                                          |    | 507,600   |   |      | 1,639,011  |   |    | 1,561,323  |  
|Sales and marketing                                         |  |                                           | 1,179,567 |                                          |    | 1,128,646 |   |      | 3,132,055  |   |    | 3,272,069  |  
|General and administrative                                  |  |                                           | 1,013,266 |                                          |    | 1,355,331 |   |      | 3,091,911  |   |    | 3,821,772  |  
|                                                            |  |                                           |           |                                          |    |           |   |      |            |   |    |            |  
|TOTAL OPERATING
 EXPENSES                                   |  |                                           | 2,736,777 |                                          |    | 2,991,577 |   |      | 7,862,977  |   |    | 8,655,164  |  
|                                                            |  |                                           |           |                                          |    |           |   |      |            |   |    |            |  
|                                                            |  |                                           |           |                                          |    |           |   |      |            |   |    |            |  
|OPERATING INCOME
 (LOSS)                                    |  |                                           | (40,270   | )                                        |    | (62,425   | ) |      | 592,414    |   |    | (877,432   | )
|                                                            |  |                                           |           |                                          |    |           |   |      |            |   |    |            |  
|OTHER (INCOME)
 EXPENSE                                     |  |                                           |           |                                          |    |           |   |      |            |   |    |            |  
|Interest (income)                                           |  |                                           | (7,723    | )                                        |    | (10,199   | ) |      | (14,501    | ) |    | (42,203    | )
|Interest expense                                            |  |                                           | 52,891    |                                          |    | 54,052    |   |      | 159,562    |   |    | 162,981    |  
|Other (income) - net                                        |  |                                           | (132,782  | )                                        |    | (169,404  | ) |      | (237,678   | ) |    | (235,020   | )
|                                                            |  |                                           |           |                                          |    |           |   |      |            |   |    |            |  
|TOTAL OTHER
 (INCOME) EXPENSE                               |  |                                           | (87,614   | )                                        |    | (125,551  | ) |      | (92,617    | ) |    | (114,242   | )
|                                                            |  |                                           |           |                                          |    |           |   |      |            |   |    |            |  
|                                                            |  |                                           |           |                                          |    |           |   |      |            |   |    |            |  
|INCOME (LOSS) FROM CONTINUING OPERATIONS
 BEFORE INCOME TAX |  |                                           | 47,344    |                                          |    | 63,126    |   |      | 685,031    |   |    | (763,190   | )
|                                                            |  |                                           |           |                                          |    |           |   |      |            |   |    |            |  
|PROVISION
 (BENEFIT) FOR INCOME TAXES                       |  |                                           | 8,441     |                                          |    | 81,525    |   |      | 27,595     |   |    | (323,168   | )
|                                                            |  |                                           |           |                                          |    |           |   |      |            |   |    |            |  
|                                                            |  |                                           |           |                                          |    |           |   |      |            |   |    |            |  
|INCOME (LOSS)
 FROM CONTINUING OPERATIONS                   |  |                                           | 38,903    |                                          |    | (18,399   | ) |      | 657,436    |   |    | (440,022   | )
|                                                            |  |                                           |           |                                          |    |           |   |      |            |   |    |            |  
|                                                            |  |                                           |           |                                          |    |           |   |      |            |   |    |            |  
|INCOME (LOSS) FROM DISCONTINUED OPERATIONS
 - NET OF TAXES  |  |                                           |          |                                          |    | 181,388   |   |      | (1,742,853 | ) |    | 239,633    |  
|                                                            |  |                                           |           |                                          |    |           |   |      |            |   |    |            |  
|                                                            |  |                                           |           |                                          |    |           |   |      |            |   |    |            |  
|NET INCOME
 (LOSS)                                          |  | $                                         | 38,903    |                                          | $  | 162,989   |   | $    | (1,085,417 | ) | $  | (200,389   | )
|                                                            |  |                                           |           |                                          |    |           |   |      |            |   |    |            |  
|                                                            |  |                                           |           |                                          |    |           |   |      |            |   |    |            |  
|INCOME (LOSS)
 PER COMMON SHARE:                            |  |                                           |           |                                          |    |           |   |      |            |   |    |            |  
|                                                            |  |                                           |           |                                          |    |           |   |      |            |   |    |            |  
|BASIC AND DILUTED                                           |  |                                           |           |                                          |    |           |   |      |            |   |    |            |  
|Continuing operations                                       |  | $                                         | 0.00      |                                          | ($ | 0.00      | ) | $    | 0.03       |   | ($ | 0.02       | )
|Discontinued operations                                     |  | $                                         | 0.00      |                                          | $  | 0.01      |   | ($   | 0.07       | ) | $  | 0.01       |  
|                                                            |  |                                           |           |                                          |    |           |   |      |            |   |    |            |  
|                                                            |  |                                           |           |                                          |    |           |   |      |            |   |    |            |  
|NET INCOME (LOSS) PER
 COMMON SHARE:                        |  | $                                         | 0.00      |                                          | $  | 0.01      |   | ($   | 0.04       | ) | ($ | 0.01       | )
|                                                            |  |                                           |           |                                          |    |           |   |      |            |   |    |            |  

See accompanying notes

4

---



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

|                                                                                              |  |                                          |            |      |   |            |  
|--------------------------------------------------------------------------------------------- |  | ---------------------------------------- | ---------- | ---- | - | ---------- | -
|                                                                                              |  | For the Nine Months
 Ended September 30, |           
|                                                                                              |  |                                          |           
|                                                                                              |  | 2010                                     |            | 2009 |  
|                                                                                              |  |                                          |            |      |  
|                                                                                              |  |                                          |            |      |   |            |  
|CASH FLOWS FROM OPERATING ACTIVITIES                                                          |  |                                          |            |      |   |            |  
|Net (loss)                                                                                    |  | $                                        | (1,085,417 | )    | $ | (200,389   | )
|Adjustments to reconcile net (loss) to net cash (used for)
 provided by operating activities: |  |                                          |            |      |   |            |  
|Depreciation and amortization                                                                 |  |                                          | 498,372    |      |   | 682,266    |  
|Loss on sale of discontinued operations                                                       |  |                                          | 430,565    |      |   |           |  
|Stock compensation expense                                                                    |  |                                          | 158,673    |      |   | 202,091    |  
|Deferred rent                                                                                 |  |                                          | (39,719    | )    |   | (358       | )
|Deferred income taxes                                                                         |  |                                          | (539,393   | )    |   | (12,865    | )
|Provision for losses on accounts receivable                                                   |  |                                          | (86,547    | )    |   | 109,160    |  
|Changes in assets and liabilities:                                                            |  |                                          |            |      |   |            |  
|Accounts receivable                                                                           |  |                                          | 54,254     |      |   | 746,420    |  
|Inventory                                                                                     |  |                                          | (1,005,279 | )    |   | 1,188,582  |  
|Prepaid expenses and other assets                                                             |  |                                          | 300,847    |      |   | 1,798,560  |  
|Accounts payable, accrued expenses and other current
 liabilities                             |  |                                          | (2,151,440 | )    |   | (2,068,287 | )
|                                                                                              |  |                                          |            |      |   |            |  
|Net cash (used for) provided by operating
 activities                                         |  |                                          | (3,465,084 | )    |   | 2,445,180  |  
|                                                                                              |  |                                          |            |      |   |            |  
|                                                                                              |  |                                          |            |      |   |            |  
|CASH FLOWS FROM INVESTING ACTIVITIES                                                          |  |                                          |            |      |   |            |  
|Capital expenditures                                                                          |  |                                          | (299,848   | )    |   | (230,026   | )
|Proceeds from dispositon of Willtek assets - net                                              |  |                                          | 2,749,975  |      |   |           |  
|Proceeds from sale of short term securities - net                                             |  |                                          |           |      |   | 3,979,887  |  
|                                                                                              |  |                                          |            |      |   |            |  
|Net cash provided by investing activities                                                     |  |                                          | 2,450,127  |      |   | 3,749,861  |  
|                                                                                              |  |                                          |            |      |   |            |  
|                                                                                              |  |                                          |            |      |   |            |  
|CASH FLOWS FROM FINANCING ACTIVITIES                                                          |  |                                          |            |      |   |            |  
|Payments of mortgage note                                                                     |  |                                          | (47,088    | )    |   | (43,670    | )
|Payment of bank note                                                                          |  |                                          | (1,475,149 | )    |   | (178,920   | )
|                                                                                              |  |                                          |            |      |   |            |  
|Net cash (used for) financing activities                                                      |  |                                          | (1,522,237 | )    |   | (222,590   | )
|                                                                                              |  |                                          |            |      |   |            |  
|Effect of foreign currency on cash and cash equivalents                                       |  |                                          | (149,862   | )    |   | 185,295    |  
|                                                                                              |  |                                          |            |      |   |            |  
|                                                                                              |  |                                          |            |      |   |            |  
|NET INCREASE (DECREASE) IN CASH AND CASH
 EQUIVALENTS                                         |  |                                          | (2,687,056 | )    |   | 6,157,746  |  
|                                                                                              |  |                                          |            |      |   |            |  
|Cash and cash equivalents, at beginning of period                                             |  |                                          | 14,076,382 |      |   | 6,627,397  |  
|                                                                                              |  |                                          |            |      |   |            |  
|                                                                                              |  |                                          |            |      |   |            |  
|CASH AND CASH EQUIVALENTS, AT END OF
 PERIOD                                                  |  | $                                        | 11,389,326 |      | $ | 12,785,143 |  
|                                                                                              |  |                                          |            |      |   |            |  
|                                                                                              |  |                                          |            |      |   |            |  
|SUPPLEMENTAL INFORMATION:                                                                     |  |                                          |            |      |   |            |  
|Cash paid during the period for:                                                              |  |                                          |            |      |   |            |  
|Taxes                                                                                         |  | $                                        | 537,332    |      | $ | 257,850    |  
|                                                                                              |  |                                          |            |      |   |            |  
|Interest                                                                                      |  | $                                        | 186,120    |      | $ | 203,881    |  

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, 2010,
 the condensed consolidated statements of operations for the three and
 nine-month periods ended September 30, 2010 and 2009 and the condensed
 consolidated statements of cash flows for the nine-month periods ended
 September 30, 2010 and 2009 have been prepared by the Company without audit.
 The condensed consolidated financial statements include the accounts of
 Wireless Telecom Group, Inc. and its wholly-owned subsidiaries Boonton
 Electronics Corporation, Microlab/FXR, Willtek Communications GmbH
 (Willtek), WTG Foreign Sales Corporation and NC Mahwah, Inc., collectively
 the Company. All significant intercompany transactions and balances have
 been eliminated in consolidation.                                                                                                    
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | In its 2010 first quarter filing, the Company disclosed that on April
 9, 2010 it entered into an asset purchase agreement to sell substantially all
 of the operating assets and certain liabilities of Willtek and, on May 7,
 2010, successfully completed this sale. Therefore, the Companys condensed
 consolidated balance sheet as of September 30, 2010 no longer includes the
 assets and liabilities of Willtek. The Companys condensed consolidated
 balance sheet at December 31, 2009 presents the accounts of Willtek as assets
 and liabilities held for sale. Willteks operating activities through the May
 7, 2010 sale date are included in the Companys condensed consolidated
 statement of operations as discontinued operations. The information presented
 in these notes to the financial statements pertains primarily to the
 Companys continuing operations.
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | In the opinion of management, the accompanying condensed consolidated
 financial statements referred to above contain all necessary adjustments,
 consisting of normal accruals and recurring entries, which are necessary to
 present fairly the Companys results for the interim periods being presented.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | The preparation of financial statements in conformity with accounting
 principles generally accepted in the United States of America (US GAAP)
 requires management to make estimates and assumptions that affect the
 reported amounts of assets and liabilities (including inventory valuation,
 accounts receivable valuation, valuation of deferred tax assets, accrued
 warranty expense, estimated fair values of stock options and assets held for
 sale) and disclosure of contingent assets and liabilities at the date of the
 financial statements and reported amounts of net revenue and expenses during
 the reporting period. Actual results could differ from those estimates.                                                                                                                                                                                               
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | The accounting policies followed by the Company are set forth in Note
 1 to the Companys financial statements included in its annual report on Form
 10-K for the year ended December 31, 2009. Specific reference is made to that
 report since certain information and footnote disclosures normally included
 in financial statements in accordance with US GAAP have been condensed or
 omitted from this report.                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | The results of operations for the three and nine-month periods ended
 September 30, 2010 and 2009 are not necessarily indicative of the results to
 be expected for the full year.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | Financial instruments that potentially subject the Company to
 concentrations of credit risk consist principally of cash and U.S. Treasury
 investments and accounts receivable.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | The Company maintains significant cash investments primarily with two
 financial institutions, which at times may exceed Federally insured limits.
 The Company performs periodic evaluations of the relative credit rating of
 these institutions as part of its investment strategy.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | Concentrations of credit risk with respect to accounts receivable are
 limited due to the Companys large customer base. However, at September 30,
 2010, primarily all of the Companys receivables do pertain to the
 telecommunications industry.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | The carrying amounts of cash and cash equivalents, trade receivables,
 other current assets and accounts payable approximate fair value due to the
 short-term nature of these instruments. At September 30, 2010, the fair value
 (estimated based upon expected cash outflows discounted at current market
 rates) and carrying value of the fixed rate mortgage payable amounted to
 $3,219,514 and $2,787,557, respectively.                                                                                                                                                                                                                                                                                                                                                                                                                                                             

6

---



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

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING
PRINCIPLES AND POLICIES (Continued)

| |                                                                                                                                                                                                                                                                             
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | The Company considers all highly liquid investments purchased with an
 original maturity of three months or less to be cash equivalents. Cash and
 cash equivalents consist of bank and money market accounts.                                                              
| |                                                                                                                                                                                                                                                                             
| | The Company has evaluated subsequent events and other than events
 specified in this report, the Company has determined that there were no other
 subsequent events or transactions requiring recognition or disclosure in the
 condensed consolidated financial statements.
| |                                                                                                                                                                                                                                                                             
| | Certain
 prior period information has been reclassified to conform to the current
 periods reporting presentation.                                                                                                                                                         

NOTE 2  RECENT ACCOUNTING PRONOUNCEMENTS

| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | In April 2010, the Financial Accounting Standards Board (FASB) issued
 Accounting Standards Update (ASU) 2010-17, Revenue Recognition  Milestone
 Method (Topic 605). ASU 2010-17 provides guidance in applying the milestone
 method of revenue recognition to research and development arrangements. Under
 this guidance management may recognize revenue contingent upon the
 achievement of a milestone in its entirety, in the period in which the
 milestone is achieved, only if the milestone meets all the criteria within
 the guidance to be considered substantive. This ASU is effective on a
 prospective basis for research and development milestones achieved in fiscal
 years, beginning on or after June 15, 2010. The Company does not expect the
 adoption of this standard to have a material impact on its condensed
 consolidated financial statements as the Company has no material research and
 development arrangements which will be accounted for under the milestone
 method.                                                                                                            
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | In January 2010, the FASB issued ASU 2010-06, Improving Disclosures
 about Fair Value Measurements. This update provides amendments to Subtopic
 820-10 that requires new disclosure about recurring or nonrecurring
 fair-value measurements including significant transfers into or out of Level
 1 and Level 2 fair-value classifications. It also requires information on
 purchases, sales, issuances and settlements on a gross basis in the
 reconciliation of Level 3 fair-value assets and liabilities. These
 disclosures are required for fiscal years beginning on or after December 15,
 2009. The ASU also clarifies existing fair-value measurement disclosure
 guidance about the level of disaggregation, inputs and valuation techniques,
 which are required to be implemented in fiscal years beginning on or after
 December 15, 2010. Since the requirements of this ASU only relate to
 disclosure, the adoption of this guidance did not have a material impact on
 the Companys condensed consolidated financial statements.                                                                         
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | In October 2009, the FASB issued ASU 2009-14, Certain Revenue
 Arrangements that Include Software Elements. This update amends Accounting
 Standards Codification Subtopic 985-605, Software Revenue Recognition, to
 exclude from its scope tangible products that contain both software and
 non-software components that function together to deliver a products
 essential functionality. The ASU is effective prospectively for revenue
 arrangements entered into or materially modified in fiscal years beginning on
 or after June 15, 2010. Early adoption is permitted. The Company does not
 expect the adoption of this standard to have a material impact on its
 condensed consolidated financial statements.                                                                                                                                                                                                                                                                                                                                                                                                 
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | In October 2009, the FASB issued ASU 2009-13, Revenue Recognition
 (Topic 605): Multiple Deliverable Revenue Arrangements  A Consensus of the
 FASB Emerging Issues Task Force. This update provides application guidance
 on whether multiple deliverables exist, how the deliverables should be
 separated and how the consideration should be allocated to one or more units
 of accounting. This update establishes a selling price hierarchy for
 determining the selling price of a deliverable. The selling price used for
 each deliverable will be based on vendor-specific objective evidence, if
 available, third-party evidence if vendor-specific evidence is not available,
 or estimated selling price if neither vendor-specific nor third-party
 evidence is available. The Company will be required to apply this guidance
 prospectively for revenue arrangements entered into or materially modified
 after January 1, 2011; however, earlier application is permitted. The Company
 is in the process of evaluating the impact of adopting this ASU on its
 condensed consolidated financial statements.

7

---



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

NOTE 3  INCOME (LOSS) FROM DISCONTINUED
OPERATIONS  NET OF TAXES

| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | On April 9, 2010, the Company entered into an asset purchase
 agreement to sell substantially all of the operating assets and certain
 liabilities of Willtek and, on May 7, 2010, successfully completed this sale.
 Although no longer included in its condensed consolidated balance sheets as
 of September 30, 2010, the table below presents the Willtek assets and
 liabilities held for sale as of the May 7, 2010 sale date and as of December
 31, 2009.
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | Additionally, Willteks operating activities through the May 7, 2010
 sale date are included in the Companys condensed consolidated statement of
 operations as discontinued operations. Included in accrued expenses and other
 current liabilities at September 30, 2010 are the remaining estimated unpaid
 costs and fees of approximately $1,000,000 associated with the disposition of
 Willtek.                                                           
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | Assets and liabilities held for sale as of the May 7, 2010 sale date
 and at December 31, 2009 consists of the following:                                                                                                                                                                                                                                                                                                                                         

|                                                 |  |        |           |              |   |           | 
|------------------------------------------------ |  | ------ | --------- | ------------ | - | --------- | 
|                                                 |  | May 7, |           | December 31, |  
|                                                 |  |        |           |              |  
|                                                 |  | 2010   |           | 2009         |  
|                                                 |  |        |           |              |  
|Assets held for sale                             |  |        |           |              |   |           | 
|Accounts receivable -net                         |  | $      | 1,028,443 |              | $ | 2,037,731 | 
|Inventory  net                                  |  |        | 968,019   |              |   | 1,284,005 | 
|Prepaid expenses and other current assets 
 net |  |        | 314,722   |              |   | 235,457   | 
|Property, plant and equipment - net              |  |        |          |              |   |          | 
|Pension insurance and other long-term
 assets    |  |        | 2,670,873 |              |   | 3,420,970 | 
|                                                 |  |        |           |              |   |           | 
|                                                 |  | $      | 4,982,057 |              | $ | 6,978,163 | 
|                                                 |  |        |           |              |   |           | 
|Liabilities held for sale                        |  |        |           |              |   |           | 
|Accounts payable                                 |  | $      | 1,562,083 |              | $ | 1,546,794 | 
|Accrued expenses                                 |  |        | 1,180,434 |              |   | 1,332,607 | 
|Pension liability                                |  |        | 1,420,673 |              |   | 1,268,582 | 
|Other long-term liabilities                      |  |        |          |              |   | 345,426   | 
|                                                 |  |        |           |              |   |           | 
|                                                 |  | $      | 4,163,190 |              | $ | 4,493,409 | 
|                                                 |  |        |           |              |   |           | 

| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | As a result of the sale of Willtek, the Company has recorded a loss
 on sale of discontinued operations of $3,778,687, which represents the excess
 of net assets, and the related realization of other comprehensive income,
 over the net sales price. Of this amount, $430,565 was recognized during 2010
 to reflect a change in the estimate of the carrying value less the cost to
 dispose Willtek. The loss on sale of discontinued operations has been
 reflected as a reduction of assets held for sale in the May 7, 2010 column in
 the table above.
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | The following table summarizes the components of discontinued
 operations:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      

|                                                         |  |                                           |   |                                          |   |           |  |      |            |   |   |            | 
|-------------------------------------------------------- |  | ----------------------------------------- | - | ---------------------------------------- | - | --------- |  | ---- | ---------- | - | - | ---------- | 
|                                                         |  | For the Three Months
 Ended September 30, |   | For the Nine Months
 Ended September 30, |  
|                                                         |  |                                           |   |                                          |  
|                                                         |  | 2010                                      |   | 2009                                     |   | 2010      |  | 2009 |           
|                                                         |  |                                           |   |                                          |   |           |  |      |           
|Net sales                                                |  | $                                         |  |                                          | $ | 6,884,231 |  | $    | 6,642,152  |   | $ | 19,065,032 | 
|Gross profit                                             |  |                                           |  |                                          |   | 3,440,516 |  |      | 2,609,331  |   |   | 9,778,881  | 
|Income (loss) from discontinued operations
 before taxes |  |                                           |  |                                          |   | 181,388   |  |      | (1,313,032 | ) |   | 245,619    | 
|Provision (benefit) for income taxes                     |  |                                           |  |                                          |   |          |  |      | (744       | ) |   | 5,986      | 
|Income (loss) from discontinued operations               |  |                                           |  |                                          |   | 181,388   |  |      | (1,312,288 | ) |   | 239,633    | 
|Gain (loss) on sale of discontinued
 operations          |  |                                           |  |                                          |   |          |  |      | (430,565   | ) |   |           | 
|                                                         |  |                                           |   |                                          |   |           |  |      |            |   |   |            | 
|Net income (loss) from discontinued
 operations          |  | $                                         |  |                                          | $ | 181,388   |  | $    | (1,742,853 | ) | $ | 239,633    | 
|                                                         |  |                                           |   |                                          |   |           |  |      |            |   |   |            | 

8

---



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

NOTE 3  INCOME (LOSS) FROM DISCONTINUED
OPERATIONS  NET OF TAXES (Continued)

| |                                                                                                                                                                                                                                                         
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Cash flows from discontinued operations for the nine-months ended
 September 30, 2010 and 2009 are combined with the cash flows from operations
 within each of the three categories presented. Cash flows from discontinued
 operations are as follows:

|                                      |  |                                          |          |      |   |           |  
|------------------------------------- |  | ---------------------------------------- | -------- | ---- | - | --------- | -
|                                      |  | For the Nine Months
 Ended September 30, |         
|                                      |  |                                          |         
|                                      |  | 2010                                     |          | 2009 |  
|                                      |  |                                          |          |      |  
|Cash flows from
 operating activities |  | $                                        | 94,064   |      | $ | 1,605,372 |  
|Cash flows from
 investing activities |  |                                          | (3,136   | )    |   | (118,233  | )
|Cash flows from
 financing activities |  | $                                        | (415,211 | )    | $ | 681,999   |  

| |                                                                                                                                                                                                              
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | For the nine-months ended September 30, 2009, cash flows from
 discontinued operating activities included significant cash inflows from one
 customer relating to revenue recorded in the first half of 2009.

NOTE 4  INCOME TAXES

| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | The Company records deferred taxes in accordance with ASC 740,
 Accounting for Income Taxes. This ASC requires recognition of deferred tax
 assets and liabilities for temporary differences between tax basis of assets
 and liabilities and the amounts at which they are carried in the financial
 statements, based upon the enacted rates in effect for the year in which the
 differences are expected to reverse. The Company establishes a valuation
 allowance when necessary to reduce deferred tax assets to the amount expected
 to be realized. The Company periodically assesses the value of its deferred
 tax asset and determines the necessity for a valuation allowance. The Company
 evaluates which portion, if any, will more likely than not be realized by
 offsetting future taxable income, taking into consideration any limitations
 that may exist on its use of its net operating loss carry-forwards.
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | The components of deferred income taxes are as follows:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               

|                                                            |  |                     |             |                    |   |             |  
|----------------------------------------------------------- |  | ------------------- | ----------- | ------------------ | - | ----------- | -
|                                                            |  | September 30,
 2010 |             | December 31,
 2009 |  
|                                                            |  |                     |             |                    |  
|Deferred tax assets:                                        |  |                     |             |                    |   |             |  
|Uniform capitalization of inventory costs
 for tax purposes |  | $                   | 203,349     |                    | $ | 185,322     |  
|Allowances for doubtful accounts                            |  |                     | 37,408      |                    |   | 62,069      |  
|Accruals                                                    |  |                     | 113,760     |                    |   | 216,800     |  
|Tax effect of goodwill                                      |  |                     | (90,552     | )                  |   | (13,524     | )
|Book depreciation over tax                                  |  |                     | 9,300       |                    |   | (7,644      | )
|Net operating loss carryforward                             |  |                     | 19,046,036  |                    |   | 18,572,869  |  
|                                                            |  |                     |             |                    |   |             |  
|                                                            |  |                     | 19,319,301  |                    |   | 19,015,892  |  
|Valuation allowance for deferred tax assets                 |  |                     | (13,755,404 | )                  |   | (13,991,388 | )
|                                                            |  |                     |             |                    |   |             |  
|                                                            |  | $                   | 5,563,897   |                    | $ | 5,024,504   |  
|                                                            |  |                     |             |                    |   |             |  

| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Under ASC 740, the Company must recognize the tax benefit from an
 uncertain position only if it is more-likely-than-not the tax position will
 be sustained on examination by the taxing authority, based on the technical
 merits of the position. The tax benefits recognized in the financial
 statements attributable to such position are measured based on the largest
 benefit that has a greater than 50% likelihood of being realized upon the
 ultimate resolution of the position.                                                                                                                                                     
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| | By adoption of ASC 740, the Company has analyzed its filing positions
 in all of the federal, state and foreign jurisdictions where it is required
 to file income tax returns. As of September 30, 2010, the Company has
 identified its federal tax return, its state tax return in New Jersey and its
 foreign return in Germany as major tax jurisdictions, as defined, in which
 it is required to file income tax returns. Based on the evaluations noted
 above, the Company has concluded that there are no significant uncertain tax
 positions requiring recognition or disclosure in its condensed consolidated
 financial statements.

9

---



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

NOTE 4  INCOME TAXES (Continued)

| |                                                                                                                                                                                                                                                                                               
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Based on a review of tax positions for all open years and
 contingencies as set out in Companys notes to the consolidated financial statements,
 no reserves for uncertain income tax positions have been recorded pursuant to
 ASC 740 during the periods ended September 30, 2010 and 2009.

NOTE 5 - INCOME (LOSS) PER COMMON SHARE

| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Basic earnings (loss) per share is calculated by dividing income
 (loss) available to common shareholders by the weighted average number of
 shares of common stock outstanding during the period. Diluted earnings (loss)
 per share are calculated by using the weighted average number of shares of
 common stock outstanding and, when dilutive, potential shares from stock
 options and warrants to purchase common stock, using the treasury stock
 method.

|                                                               |  |                                   |            |                                  |  |            |  |      |            |  |  |            | 
|-------------------------------------------------------------- |  | --------------------------------- | ---------- | -------------------------------- |  | ---------- |  | ---- | ---------- |  |  | ---------- | 
|                                                               |  | Three Months Ended
 September 30, |            | Nine Months Ended
 September 30, | 
|                                                               |  | 2010                              |            | 2009                             |  | 2010       |  | 2009 |           
|                                                               |  |                                   |            |                                  |  |            |  |      |           
|Weighted average common shares outstanding                     |  |                                   | 25,658,203 |                                  |  | 25,658,203 |  |      | 25,658,203 |  |  | 25,658,203 | 
|Potentially dilutive stock options                             |  |                                   |           |                                  |  |           |  |      | 28,957     |  |  |           | 
|                                                               |  |                                   |            |                                  |  |            |  |      |            |  |  |            | 
|Weighted average common shares outstanding, assuming
 dilution |  |                                   | 25,658,203 |                                  |  | 25,658,203 |  |      | 25,687,160 |  |  | 25,658,203 | 
|                                                               |  |                                   |            |                                  |  |            |  |      |            |  |  |            | 

| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Common stock options are included in the diluted earnings (loss) per
 share calculation when the various option exercise prices are greater than
 their relative average market price during the periods presented in this
 quarterly report. The weighted average number of options not included in
 diluted earnings (loss) per share, because the effects are anti-dilutive, was
 2,307,667 and 2,805,141 for the three-months ended September 30, 2010 and
 2009, respectively. For the nine-months ended September 30, 2010 and 2009,
 the weighted average number of potentially dilutive options not included in
 diluted earnings (loss) per share was 2,449,940 and 3,157,744, respectively.

NOTE 6  SHAREHOLDERS EQUITY

| |                                                                                                                                                           
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------
| | Comprehensive income (loss) represents changes in equity during a
 period, except those resulting from investments by owners and distributions
 to owners.
| |                                                                                                                                                           
| | The following table reconciles net income (loss) to comprehensive
 income (loss):                                                                         

|                                             |  |                                           |        |                                          |   |         |  |      |            |   |   |          |  
|-------------------------------------------- |  | ----------------------------------------- | ------ | ---------------------------------------- | - | ------- |  | ---- | ---------- | - | - | -------- | -
|                                             |  | For the Three Months
 Ended September 30, |        | For the Nine Months
 Ended September 30, |  
|                                             |  | 2010                                      |        | 2009                                     |   | 2010    |  | 2009 |           
|                                             |  |                                           |        |                                          |   |         |  |      |           
|Net income (loss)                            |  | $                                         | 38,903 |                                          | $ | 162,989 |  | $    | (1,085,417 | ) | $ | (200,389 | )
|Changes in other comprehensive income (loss) |  |                                           |       |                                          |   | 150,303 |  |      | (934,755   | ) |   | 175,464  |  
|                                             |  |                                           |        |                                          |   |         |  |      |            |   |   |          |  
|Comprehensive income (loss)                  |  | $                                         | 38,903 |                                          | $ | 313,292 |  | $    | (2,020,172 | ) | $ | (24,925  | )
|                                             |  |                                           |        |                                          |   |         |  |      |            |   |   |          |  

10

---



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

NOTE 7  INVENTORIES

| |                                                                                                                                            
| | -------------------------------------------------------------------------------------------------------------------------------------------
| | Inventory
 carrying value is net of inventory reserves of $534,984 and $810,904 at
 September 30, 2010 and December 31, 2009, respectively.
| |                                                                                                                                            
| | Inventories
 consist of:                                                                                                                   

|                |  |                    |           |                  |   |           | 
|--------------- |  | ------------------ | --------- | ---------------- | - | --------- | 
|                |  | September 30, 2010 |           | December 31,2009 |  
|                |  |                    |           |                  |  
|                |  |                    |           |                  |   |           | 
|Raw materials   |  | $                  | 4,982,505 |                  | $ | 4,393,992 | 
|Work-in-process |  |                    | 1,167,426 |                  |   | 1,252,251 | 
|Finished goods  |  |                    | 1,475,684 |                  |   | 1,297,988 | 
|                |  |                    |           |                  |   |           | 
|                |  | $                  | 7,625,615 |                  | $ | 6,944,231 | 
|                |  |                    |           |                  |   |           | 

|                                                  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|------------------------------------------------- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                  | The
 Company scrapped approximately $157,000 of raw materials inventory during the
 three-months ended September 30, 2010. These raw materials had been
 identified in prior periods as obsolete inventory. The Company has adjusted
 its inventory reserves accordingly.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|                                                  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|NOTE
 8 - GOODWILL AND LONG-LIVED ASSETS         
|                                                  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|                                                  | The
 Company reviews the goodwill of its subsidiary, Microlab, for impairment
 whenever events or changes in circumstances indicate that the carrying amount
 of this asset may not be recoverable, and also reviews Microlabs goodwill
 annually in accordance with Accounting Standards Codification (ASC) 350,
 Accounting for Business Combinations, Goodwill, and Other Intangible
 Assets.                                                                                                                                                                                                                                                                                                                                                                                                        
|                                                  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|                                                  | Long-lived
 assets are reviewed for impairment whenever events or changes in
 circumstances indicate that the carrying amount of such assets may not be
 recoverable. Determination of recoverability is based on an estimate of
 undiscounted cash flows resulting from the use of the assets and its eventual
 disposition. Measurement of an impairment loss for long-lived assets that
 management expects to hold for sale is based on the fair value of the assets.
 Long-lived assets to be disposed of are reported at the lower of carrying
 amount or fair value less costs to sell.                                                                                                                                                                                                             
|                                                  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|NOTE
 9 - ACCOUNTING FOR STOCK BASED COMPENSATION
|                                                  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|                                                  | The Company follows the provisions of ASC 718,
 Share-Based Payment. The Companys results for the three and nine-month
 periods ended September 30, 2010 include share-based compensation expense
 totaling $58,491 and $158,673, respectively. Results for the three and
 nine-month periods ended September 30, 2009 include share-based compensation
 expense of $23,543 and $202,091, respectively. Such amounts have been
 included in the Condensed Consolidated Statements of Operations within
 operating expenses.                                                                                                                                                                                                                                                                             
|                                                  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|                                                  | Stock
 option compensation expense relative to service-based options is the
 estimated fair value of options granted, amortized on a straight-line basis
 over the requisite service period. Stock option compensation expense relating
 to performance-based options is the estimated fair value of options granted,
 recognized when stated performance targets are achieved, or expected to be
 achieved.                                                                                                                                                                                                                                                                                                                                                                                               
|                                                  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|                                                  | The fair
 value of options is estimated at the date of grant using the Black-Scholes
 option pricing model. For the options granted, the Company took into
 consideration guidance under ASC 718 and SEC Staff Accounting Bulletin
 No. 107 (SAB 107) when reviewing and updating assumptions. The expected
 option life is derived from assumed exercise rates based upon historical
 exercise patterns and represents the period of time that options granted are
 expected to be outstanding. The expected volatility is based upon historical
 volatility of our shares using weekly price observations over an observation
 period of three years. The risk-free rate is based on the U.S. treasury yield
 curve rate in effect at the time of grant for periods similar to the expected
 option life.

11

---



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

|                                                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|------------------------------------------------------------- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|NOTE
 9 - ACCOUNTING FOR STOCK BASED COMPENSATION (Continued)
|                                                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|                                                              | During
 the nine-months ended September 30, 2010, the Company entered into a stock
 option agreement dated as of April 15, 2010, pursuant to which an employee of
 the Company was awarded options to purchase up to 300,000 shares of the
 Companys common stock at an exercise price of $0.96 per share, representing
 a 5% premium over the average closing bid and asked prices of the Companys
 common stock for the five trading days previous to the date of grant. The
 options are performance-based and are subject to the same performance
 criteria as those granted to the Companys Chief Executive Officer in
 November of 2009. Additionally, during the nine-months ended September 30,
 2010, the Company adjusted its number of outstanding stock options by 301,300
 shares due to expiration. During the nine-months ended September 30, 2009, no
 stock options were exercised or canceled, and 1,528,000 stock options were
 forfeited, primarily due to the departure of two of the Companys officers.
 At September 30, 2010, the total number of stock option shares outstanding,
 which includes both service-based and performance-based options, was 2,307,667.
|                                                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|                                                              | On June
 8, 2010, the Company issued 40,000 shares of restricted common stock to
 select members of its board of directors. The shares were granted at the June
 8th closing market price of $0.84 per share and will vest on the
 date of the Companys next annual shareholders meeting, a vesting period of
 approximately one year. The total compensation expense to be recognized over
 the vesting period will be $33,600 of which $8,400 has been realized during
 the three-months ended September 30, 2010. This realized amount is included
 in the share-based compensation expense disclosed above for the periods ended
 September 30, 2010.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|                                                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|                                                              | The
 following table represents our service-based stock options granted,
 exercised, forfeited and canceled during the first nine months of 2010:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              

| |                                                                                                                                                       |  |                  |           |                                              |   |                                                |  |                             |     |  |  |   | 
| | ----------------------------------------------------------------------------------------------------------------------------------------------------- |  | ---------------- | --------- | -------------------------------------------- | - | ---------------------------------------------- |  | --------------------------- | --- |  |  | - | 
| |                                                                                                                                                       |  | Number of Shares |           | Weighted
 Average
 Exercise
 Price per share |   | Weighted
 Average
 Remaining
 Contractual Term |  | Aggregate
 Intrinsic
 Value |    
| |                                                                                                                                                       |  |                  |           |                                              |   |                                                |  |                             |    
| | Service-based Stock Options                                                                                                                           |  |                  |           |                                              |   |                                                |  |                             |     |  |  |   | 
| | Outstanding at January 1, 2010                                                                                                                        |  |                  | 1,588,967 |                                              | $ | 2.54                                           |  |                             |     |  |  |   | 
| | Granted                                                                                                                                               |  |                  |          |                                              |   |                                                |  |                             |     |  |  |   | 
| | Exercised                                                                                                                                             |  |                  |          |                                              |   |                                                |  |                             |     |  |  |   | 
| | Forfeited/Expired                                                                                                                                     |  |                  | (301,300  | )                                            |   |                                                |  |                             |     |  |  |   | 
| | Canceled                                                                                                                                              |  |                  |          |                                              |   |                                                |  |                             |     |  |  |   | 
| |                                                                                                                                                       |  |                  |           |                                              |   |                                                |  |                             |     |  |  |   | 
| | Outstanding at September 30, 2010                                                                                                                     |  |                  | 1,287,667 |                                              | $ | 2.57                                           |  |                             | 3.5 |  |  |  | 
| |                                                                                                                                                       |  |                  |           |                                              |   |                                                |  |                             |     |  |  |   | 
| |                                                                                                                                                       |  |                  |           |                                              |   |                                                |  |                             |     |  |  |   | 
| | Exercisable at September 30, 2010                                                                                                                     |  |                  | 1,226,917 |                                              | $ | 2.54                                           |  |                             | 2.8 |  |  |  | 
| |                                                                                                                                                       |  |                  |           |                                              |   |                                                |  |                             |     |  |  |   | 
| |                                                                                                                                                       |  |                  |           |                                              |   |                                                |  |                             |     |  |  |   | 
| | The
 following table represents our performance-based stock options granted,
 exercised, forfeited and canceled during the first nine months of 2010:
| |                                                                                                                                                       |  |                  |           |                                              |   |                                                |  |                             |     |  |  |   | 
| |                                                                                                                                                       |  | Number of Shares |           | Weighted
 Average
 Exercise
 Price per share |   | Weighted
 Average
 Remaining
 Contractual Term |  | Aggregate
 Intrinsic
 Value |    
| |                                                                                                                                                       |  |                  |           |                                              |   |                                                |  |                             |    
| | Performance-based Stock Options                                                                                                                       |  |                  |           |                                              |   |                                                |  |                             |     |  |  |   | 
| | Outstanding at January 1, 2010                                                                                                                        |  |                  | 720,000   |                                              | $ | 0.97                                           |  |                             |     |  |  |   | 
| | Granted                                                                                                                                               |  |                  | 300,000   |                                              | $ | 0.96                                           |  |                             |     |  |  |   | 
| | Exercised                                                                                                                                             |  |                  |          |                                              |   |                                                |  |                             |     |  |  |   | 
| | Forfeited/Expired                                                                                                                                     |  |                  |          |                                              |   |                                                |  |                             |     |  |  |   | 
| | Canceled                                                                                                                                              |  |                  |          |                                              |   |                                                |  |                             |     |  |  |   | 
| |                                                                                                                                                       |  |                  |           |                                              |   |                                                |  |                             |     |  |  |   | 
| | Outstanding at September 30, 2010                                                                                                                     |  |                  | 1,020,000 |                                              | $ | 0.97                                           |  |                             | 8.7 |  |  |  | 
| |                                                                                                                                                       |  |                  |           |                                              |   |                                                |  |                             |     |  |  |   | 
| |                                                                                                                                                       |  |                  |           |                                              |   |                                                |  |                             |     |  |  |   | 
| | Exercisable at September 30, 2010                                                                                                                     |  |                  |          |                                              |   |                                               |  |                             |    |  |  |  | 
| |                                                                                                                                                       |  |                  |           |                                              |   |                                                |  |                             |     |  |  |   | 

12

---



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

|                                                              |                                                                                                                                                                                                                                                                                                                                                                                                                                          
|------------------------------------------------------------- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|NOTE
 9 - ACCOUNTING FOR STOCK BASED COMPENSATION (Continued)
|                                                              |                                                                                                                                                                                                                                                                                                                                                                                                                                          
|                                                              | As of
 September 30, 2010, the unearned compensation related to Company granted
 service-based incentive stock options is $102,095 which will continue to be
 amortized through the end of 2011. The fair value, and unamortized amount, of
 performance-based options granted by the Company as of September 30, 2010 is
 $640,104. This unearned compensation will not be recognized until stated
 performance conditions are achieved.
|                                                              |                                                                                                                                                                                                                                                                                                                                                                                                                                          
|                                                              | As of
 September 30, 2010, the unearned compensation related to Company granted
 restricted stock is $25,200 which will continue to be amortized over the
 following nine months.                                                                                                                                                                                                                                                        
|                                                              |                                                                                                                                                                                                                                                                                                                                                                                                                                          
|NOTE 10  SEGMENT INFORMATION: REGIONAL
 SALES               
|                                                              |                                                                                                                                                                                                                                                                                                                                                                                                                                          
|                                                              | The
 Company, in accordance with ASC 280, Disclosures about Segments of an
 Enterprise and Related Information, has disclosed the following segment
 information:                                                                                                                                                                                                                                                                      

| |                                     |  |                                            |           |                                           |   |           |  |      |            |  |   |            | 
| | ----------------------------------- |  | ------------------------------------------ | --------- | ----------------------------------------- | - | --------- |  | ---- | ---------- |  | - | ---------- | 
| |                                     |  | For the Three Months 
 Ended September 30, |           | For the Nine Months 
 Ended September 30, |  
| | Revenues
 by region                 |  | 2010                                       |           | 2009                                      |   | 2010      |  | 2009 |           
| |                                     |  |                                            |           |                                           |   |           |  |      |           
| | Americas                            |  | $                                          | 3,975,582 |                                           | $ | 4,650,226 |  | $    | 12,663,493 |  | $ | 11,706,900 | 
| | Europe,
 Middle East, Africa (EMEA) |  |                                            | 1,180,818 |                                           |   | 1,252,949 |  |      | 3,644,653  |  |   | 3,833,231  | 
| | Asia
 Pacific (APAC)                |  |                                            | 553,563   |                                           |   | 336,694   |  |      | 1,619,763  |  |   | 1,383,569  | 
| |                                     |  |                                            |           |                                           |   |           |  |      |            |  |   |            | 
| |                                     |  | $                                          | 5,709,963 |                                           | $ | 6,239,869 |  | $    | 17,927,909 |  | $ | 16,923,700 | 
| |                                     |  |                                            |           |                                           |   |           |  |      |            |  |   |            | 

|                                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|---------------------------------------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                         | Net sales
 are attributable to a geographic area based on the destination of the product
 shipment. The majority of shipments in the Americas are to customers located
 in the United States. For the nine-months ended September 30, 2010 and 2009,
 sales in the United States amounted to $11,923,138 and $11,008,744,
 respectively. For the three-months ended September 30, 2010 and 2009, sales
 in the United States amounted to $3,797,889 and $4,435,727, respectively.
 Shipments to the other regions, as presented in the table above, were not
 significantly concentrated in one country.                                                                                                                                                                                                                                                                                                       
|                                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|NOTE
 11 - COMMITMENTS AND CONTINGENCIES
|                                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|                                         | Following
 an investigation by the New Jersey Department of Environmental Protection
 (NJDEP) in 1982, of the waste disposal practices at a certain site formerly
 leased by Boonton, the Company put a ground water management plan into effect
 as approved by the NJDEP. Costs associated with this site are charged
 directly to income as incurred. The owner of this site has notified the
 Company that if the NJDEP investigation proves to have interfered with a sale
 of the property, the owner may seek to hold the Company liable for any loss
 it suffers as a result. However, corporate counsel has informed management that,
 in their opinion, the owner would not prevail in any lawsuit filed due to the
 imposition by law of the statute of limitations. Management continues to be
 encouraged by recent test results which support improvements in ground water
 conditions over time.
|                                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|                                         | In
 September 2010, the Company entered into a software license and support
 agreement with an accounting and business software supplier as part of an
 investment to upgrade the Companys business and systems infrastructure. The
 Company believes this is a critical business need that will ultimately
 provide management with the tools necessary to more efficiently manage
 business activities and accelerate growth. The costs associated with the
 systems migration are expected not to exceed $350,000.                                                                                                                                                                                                                                                                                                                                                                                         

13

---



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

|                                                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|---------------------------------------------------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|NOTE
 11 - COMMITMENTS AND CONTINGENCIES (Continued)
|                                                    
|                                                     | In
 September 2009, the Company secured a line of credit with its investment
 bank. The credit facility provides borrowing availability of up to 100% of
 the Companys money market account balance and 99% of the Companys
 short-term investment securities (U.S. Treasury bills) and, under the terms
 and conditions of the loan agreement, is fully secured by said money fund
 account and short-term investment holdings. Advances under the facility will
 bear interest at a variable rate equal to the London InterBank Offered Rate
 (LIBOR) in effect at time of borrowing. Additionally, under the terms and
 conditions of the loan agreement, there is no annual fee and any amount
 outstanding under the loan facility may be paid at any time in whole or in
 part without penalty. As of September 30, 2010, the Company had no borrowings
 outstanding under the facility and approximately $6,000,000 of borrowing
 availability. The Company has no current plans to borrow from this credit
 facility as it believes its present cash balances will adequately meet
 near-term working capital requirements.
|                                                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|                                                     | Proprietary
 information and know-how are important to the Companys commercial success.
 There can be no assurance that others will not either develop independently
 the same or similar information or obtain and use proprietary information of
 the Company. Certain key employees have signed confidentiality and
 non-compete agreements regarding the Companys proprietary information.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|                                                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|                                                     | The
 Company believes that its products do not infringe the proprietary rights of
 third parties. There can be no assurance, however, that third parties will
 not assert infringement claims in the future.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|                                                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        

14

---



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

INTRODUCTION

Wireless Telecom Group, Inc., and its operating subsidiaries,
(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 and high-power passive
microwave components 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.

As was disclosed by the Company in its first quarter filing, on April 9,
2010, the Company entered into an asset purchase agreement to sell
substantially all of the operating assets and certain liabilities of Willtek
and, on May 7, 2010, successfully completed this sale. Therefore, the Companys
condensed consolidated balance sheet as of September 30, 2010 no longer
includes these assets and liabilities. The Companys condensed consolidated
balance sheet at December 31, 2009 presents Willteks assets and liabilities to
be sold as assets and liabilities held for sale. Willteks operating activities
through the May 7, 2010 sale date are included in the Companys condensed
consolidated statement of operations as discontinued operations.

As a result of the sale of Willtek, the Company has reflected its
foreign business activities as assets and liabilities held for sale and
discontinued operations in its 2010 and 2009 condensed consolidated financial
statements disclosed in Item 1. Further to this disclosure, managements
discussion and analysis pertains primarily to the Companys continuing operations.

|                                                                                                                                                                                                                                                                                                                                                                                                                    
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|The
 financial information presented herein includes:                                                                                                                                                                                                                                                                                                                                                               
|(i)
 Condensed Consolidated Balance Sheets as of September 30, 2010 (unaudited)
 and as of December 31, 2009 (ii) Condensed Consolidated Statements of
 Operations for the three and nine-month periods ended September 30, 2010
 (unaudited) and 2009 (unaudited) and (iii) Condensed Consolidated Statements
 of Cash Flows for the nine-month periods ended September 30, 2010 (unaudited)
 and 2009 (unaudited).

FORWARD LOOKING STATEMENTS

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

15

---



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

CRITICAL ACCOUNTING POLICIES

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

Share-Based Compensation

The Company follows the provisions of Accounting
Standards Codification (ASC) 718, Share-Based Payment. The fair value of options at the date of grant
was estimated using the Black-Scholes option pricing model. For the
performance-based options granted, the Company takes into consideration
guidance under ASC 718 and SEC Staff Accounting Bulletin No. 107 (SAB 107)
when reviewing and updating assumptions. The expected option life is derived
from assumed exercise rates based upon historical exercise patterns and
represents the period of time that options granted are expected to be
outstanding. The expected volatility is based upon historical volatility of our
shares using weekly price observations over an observation period of three
years. The risk-free rate is based on the U.S. Treasury yield curve rate in
effect at the time of grant for periods similar to the expected option life.
The estimated forfeiture rate included in the option valuation was zero.

Revenue Recognition

Revenue
from product shipments, including shipping and handling fees, is recognized
once delivery has occurred provided that persuasive evidence of an arrangement
exists, the price is fixed or determinable, and collectibility is reasonably
assured. Delivery is considered to have occurred when title and risk of loss
have transferred to the customer. Sales to international distributors are
recognized in the same manner. If title does not pass until the product reaches
the customers delivery site, then recognition of revenue is deferred until
that time. There are no formal sales incentives offered to any of the Companys
customers. Volume discounts may be offered from time to time to customers
purchasing large quantities on a per transaction basis. There are no special
post shipment obligations or acceptance provisions that exist with any sales
arrangements.

Valuation of Inventory

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

Comprehensive income (loss)/Foreign currency

Assets
and liabilities of the Companys foreign subsidiaries are translated at
period-end exchange rates, while income and expenses are translated at average
rates for the period. Translation gains and losses are reported as a component
of accumulated other comprehensive income (loss) in accordance with ASC 220,
Comprehensive Income.

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. A key
consideration in estimating the allowance for doubtful accounts has been, and
will continue to be, our customers payment history and aging of its accounts
receivable balance. If the financial condition of any of its customers were to
decline, additional allowances might be required.

16

---



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

Income Taxes

The
Company records deferred taxes in accordance with ASC 740, Accounting for
Income Taxes. This ASC requires recognition of deferred tax assets and
liabilities for temporary differences between tax basis of assets and
liabilities and the amounts at which they are carried in the financial
statements, based upon the enacted rates in effect for the year in which the
differences are expected to reverse. The Company establishes a valuation
allowance when necessary to reduce deferred tax assets to the amount expected
to be realized. The Company periodically assesses the value of its deferred tax
asset, a majority of which has been generated by a history of net operating
losses and determines the necessity for a valuation allowance. The Company
evaluates which portion, if any, will more likely than not be realized by
offsetting future taxable income, taking into consideration any limitations
that may exist on its use of its net operating loss carry-forwards.

Uncertain Tax Positions

Under
ASC 740, the Company must recognize the tax benefit from an uncertain position
only if it is more-likely-than-not the tax position will be sustained on
examination by the taxing authority, based on the technical merits of the
position. The tax benefits recognized in the financial statements attributable
to such position are measured based on the largest benefit that has a greater
than 50% likelihood of being realized upon the ultimate resolution of the
position.

By
adoption of ASC 740, the Company has analyzed its filing positions in all of
the federal, state and foreign jurisdictions where it is required to file
income tax returns. As of September 30, 2010 and December 31, 2009, the Company
has identified its federal tax return, its state tax return in New Jersey and
its foreign return in Germany as major tax jurisdictions, as defined, in
which it is required to file income tax returns. Based on the evaluations noted
above, the Company has concluded that there are no significant uncertain tax
positions requiring recognition or disclosure in its consolidated financial
statements.

Based
on a review of tax positions for all open years and contingencies as set out in
Companys notes to the consolidated financial statements, no reserves for
uncertain income tax positions have been recorded pursuant to ASC 740 during
the periods ended September 30, 2010 and 2009.

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, 2009.

For
the nine-months ended September 30, 2010 as compared to the corresponding
period of the previous year, net sales increased to approximately $17,928,000
from approximately $16,924,000, an increase of approximately $1,004,000 or
5.9%. For the three-months ended September 30, 2010 as compared to the
corresponding period of the previous year, net sales decreased to approximately
$5,710,000 from approximately $6,240,000, a decrease of approximately $530,000
or 8.5%. The overall nine-month increase is primarily due to strengthening
demand for the Companys domestic subsidiaries products and services. The
decrease in net sales for the three-month period ended September 30, 2010
compared to the corresponding period of the previous year is primarily due to
the unfavorable timing of shipments as orders were received late in the quarter
and consequently not recognizable as revenue until shipped. The overall
increasing demand for the Companys existing products, in conjunction with the
timing of orders received during the most recent quarter ended, has contributed
to an improvement in the Companys reportable backlog.

Gross
profit on net sales for the nine-months ended September 30, 2010 was
approximately $8,455,000 or 47.2% as compared to approximately $7,778,000 or
46.0% of net sales for the nine-months ended September 30, 2009. Gross profit
on net sales for the three-months ended September 30, 2010 was approximately
$2,697,000 or 47.2% as compared to approximately $2,929,000 or 46.9% of net
sales for the three-months ended September 30, 2009. Gross profit margins are
higher for the nine-months ended September 30, 2010 as compared to the same
period of the previous year primarily due to increased revenue volume and
favorable product mix. For the three-months ended September 30, 2010, although
sales volume is lower, gross margins are slightly higher as compared to the
same period in 2009 due to favorable product mix.

17

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

The
Companys products consist of several models with varying degrees of
capabilities which can be customized to meet particular customer requirements.
They may be incorporated directly into the electronic equipment concerned or
may be stand alone components or devices that are connected to, or used in
conjunction with, such equipment operating from an external site, in the
factory or in the field. Prices of products range from approximately $100 to
$100,000 per unit, with most sales occurring between approximately $2,000 and
$35,000 per unit. The Company can experience variations in gross profit based
upon the mix of these products sold, as well as, variations due to revenue
volume and economies of scale. Manufacturing labor and overhead costs continue
to remain relatively stable period over period. The Company continues to carefully
monitor costs associated with material acquisition, manufacturing and
production.

Operating
expenses for the nine-months ended September 30, 2010 were approximately
$7,863,000 or 44% of net sales as compared to approximately $8,655,000 or 51%
of net sales for the nine-months ended September 30, 2009. Operating expenses
for the three-months ended September 30, 2010 were approximately $2,737,000 or
48% as compared to approximately $2,992,000 or 48% of net sales for the
three-months ended September 30, 2009. Operating expenses are lower for the
three and nine-months ended September 30, 2010 primarily due to decreases in
general and administrative expenses. The decreases are attributable to lower
administrative salaries and stock option expense.

Interest
income decreased by approximately $2,000 and approximately $27,000 for the
three and nine-months ended September 30, 2010, respectively, as compared to
the corresponding periods of the previous year. These decreases were primarily
due to the decline in interest rates in the Companys interest bearing
accounts. In reaction to uncertain financial market conditions, the Company has
reallocated substantially all of its cash investments to more secure money
market funds. Other income decreased by approximately $36,000 for the
three-months ended September 30, 2010. For the nine-months ended September 30,
2010, other income increased approximately $3,000. The fluctuations in other
income and expense are primarily due to foreign currency gains and losses
realized during the periods reported. The Company can experience these
fluctuations depending on the timing and percentage of net sales recorded in
foreign currencies compared to overall reported net sales. Additionally, during
the quarter ended September 30, 2010, the Company reversed an accrual of
approximately $100,000 relating to the potential exposure on environmental
contamination in a site formerly leased by Boonton. The Company has been
testing the ground water in this site since 1982 in accordance with state
regulations. Management continues to be encouraged by recent test results which
support improvements in ground water conditions over time and therefore
believes that the reserve is no longer necessary.

The
income tax expense for the periods ended September 30, 2010 includes; (1) an
adjustment to deferred taxes based upon estimated realizable amounts of the
utilization of operating loss carryforwards, (2) an adjustment to reduce the
carrying amount of the tax receivable to its estimated realizable value and (3)
state income tax expense. The income tax benefit for the comparative periods in
2009 result from an adjustment to increase the carrying amount of the tax
receivable to its estimated realizable value, partially offset by state income
tax expense. In the fourth quarter of 2009, the Company recorded a net deferred
tax benefit of approximately $5,000,000 resulting from the disposition of
Willtek. This tax benefit is expected to be realized in future periods as
taxable income in those periods will be offset by net operating loss
carryforwards. Management has provided a valuation allowance in the deferred
tax asset resulting from these net operating loss carryforwards based upon the
expected benefit to be realized from the future utilization of these carryforward
losses. In evaluating the recoverability of the deferred tax asset, management
projects actual taxable income over the next five years. Accordingly, the
recorded amount of the deferred tax asset is subject to judgment by management
and could differ from the actual benefit.

For
the nine-months ended September 30, 2010, the Company realized net income from
continuing operations of approximately $657,000 or $0.03 per share on a diluted
basis, as compared to a net loss of approximately $440,000 or $0.02 per share
on a diluted basis for the nine-months ended September 30, 2009, an increase of
approximately $1,097,000. Net income from continuing operations was
approximately $39,000 or $0.00 per share on a diluted basis for the quarter
ended September 30, 2010 as compared to a net loss from continuing operations
of approximately $18,000 or $0.00 per share on a diluted basis for the quarter
ended September 30, 2009, an increase of approximately $57,000. These increases
were primarily due to the analysis mentioned above.

18

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

The
results from continuing operations for all periods presented include certain
general and administrative expenses which are allocated amongst the Companys
individual business units. Due to the presentation of Willtek as a discontinued
operation, these expenses were removed from Willtek and re-allocated back to
the Companys remaining continuing operations. The Company is closely monitoring
its operations spending in order to effectively scale these expenses to match
current operating levels. Additionally, for the three and nine-months ended
September 30, 2009, included in the results from discontinued operations are
significant non-recurring sales that make the comparison to 2010 unfavorable.

Net
loss from discontinued operations was approximately $1,743,000 or $0.07 per
share on a diluted basis for the nine-months ended September 30, 2010 as
compared to net income from discontinued operations of approximately $240,000
or $0.01 per share on a diluted basis for the nine-months ended September 30,
2009, a decrease of approximately $1,983,000. The loss for the nine-months
ended September 30, 2010 was primarily due to an approximate adjustment of
$431,000 to the loss recognized on the sale of Willtek and approximately
$1,312,000 in operating losses in Willtek through the May 7, 2010 sale date.
Net income from discontinued operations for the nine-months ended September 30,
2009 was due to operating income in Willtek, primarily derived from significant
revenue relating to one customer. For the three-months ended September 30,
2010, net results from discontinued operations was $0 or $0.00 per share on a
diluted basis as compared to net income of approximately $181,000 or $0.01 per
share on a diluted basis for the three-months ended September 30, 2009, a
decrease of approximately $181,000.

For
the nine-months ended September 30, 2010, the Company incurred a net loss of
approximately $1,085,000 or $0.04 per share on a diluted basis, compared to a
net loss of approximately $200,000 or $0.01 per share on a diluted basis for
the nine-months ended September 30, 2009, a loss increase of approximately
$885,000. Net income was approximately $39,000 or $0.00 per share on a diluted
basis for the quarter ended September 30, 2010 as compared to net income of
approximately $163,000 or $0.01 per share on a diluted basis for the quarter
ended September 30, 2009, a decrease of approximately $124,000. The net income
and loss fluctuation was primarily due to the analysis mentioned above.

LIQUIDITY AND CAPITAL RESOURCES:

The
Companys working capital has decreased by approximately $3,914,000 to
approximately $22,240,000 at September 30, 2010, from approximately $26,154,000
at December 31, 2009. The decrease in working capital is primarily due to the
sale of Willteks net assets and the payment in full of a bank note in 2010. At
September 30, 2010 the Company had a current ratio of 8.5 to 1, and a ratio of
debt to tangible net worth of .2 to 1. At December 31, 2009, the Company had a
current ratio of 4.4 to 1, and ratio of debt to tangible net worth of .4 to 1.

The
Company had a cash and cash equivalents balance of approximately $11,389,000 at
September 30, 2010, compared to approximately $14,076,000 at December 31, 2009.
The Company believes its current level of cash and cash equivalents is
sufficient enough to fund the current operating, investing and financing
activities. The approximately $1,500,000 Federal income tax refund due from the
Internal Revenue Service, which is recorded as income taxes recoverable on the
Companys condensed consolidated balance sheets as of September 30, 2010, was
received in October 2010.

The
Company expects to realize tax benefits in future periods due to the available
net operating loss carryforwards resulting from the disposition of Willtek in
2009. Accordingly, future taxable income is expected to be offset by the
utilization of operating loss carryforwards and as a result, will increase the
Companys liquidity as cash needed to pay Federal income taxes will be
substantially reduced.

The
Company used cash for operating activities, including discontinued operations,
of approximately $3,465,000 for the nine-month period ending September 30,
2010. The primary use of this cash was due to a loss from operations as well as
a decrease in accounts payable, accrued expenses and other current liabilities,
an increase in inventory, a decrease in prepaid expenses and other assets, and
a decrease in accounts receivable.

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.

19

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

The
Company realized cash from operating activities, including discontinued
operations, of approximately $2,445,000 for the nine-month period ending
September 30, 2009. The primary source of this cash was from a decrease in
prepaid expenses and other assets, a decrease in inventory and a decrease in
accounts receivable, partially off-set by a decrease in accounts payable,
accrued expenses and other current liabilities.

Net
cash provided by investing activities for the nine-months ended September 30,
2010 was approximately $2,450,000. The source of these funds was from proceeds
relating to the disposition of Willtek, off-set by capital expenditures. For
the nine-months ended September 30, 2009, net cash provided by investing
activities was approximately $3,750,000. The primary source of these funds was
from the sale of short-term securities, off-set by capital expenditures.

Cash
used for financing activities for the nine-months ended September 30, 2010 and
2009 was approximately $1,522,000 and $223,000, respectively. The use of these
funds for the nine-months ended September 30, 2010 was for the re-payment of a
bank loan and periodic payments of a mortgage note. For the nine-months ended
September 30, 2009, the use of these funds was for the periodic payments of a
bank loan and mortgage note.

In
2010, the Company satisfied the entire outstanding principal and interest due
on its bank note payable through payment of approximately $1,475,000. Since
this bank note was in principle a Euro denominated loan, the outstanding loan
balance was subject to foreign currency fluctuations. The Company benefited
from the weakening Euro at time of payment.

Other
than contractual obligations incurred in the normal course of business, the
Company does not have any off-balance sheet arrangements.

In
September 2009, the Company secured a line of credit with its investment bank.
The credit facility provides borrowing availability of up to 100% of the
Companys money market account balance and 99% of the Companys short-term
investment securities (U.S. Treasury bills) and, under the terms and conditions
of the loan agreement, is fully secured by said money fund account and short-term
investment holdings. Advances under the facility will bear interest at a
variable rate equal to the London InterBank Offered Rate (LIBOR) in effect at
time of borrowing. Additionally, under the terms and conditions of the loan
agreement, there is no annual fee and any amount outstanding under the loan
facility may be paid at any time in whole or in part without penalty. As of
September 30, 2010, the Company had no borrowings outstanding under the
facility and approximately $6,000,000 of borrowing availability.

The
Company believes that its financial resources from working capital are adequate
to meet its current needs. However, should current global economic conditions
continue to deteriorate, additional working capital funding may be required which
may be difficult to obtain due to restrictive credit markets.

Throughout
its ownership of Willtek, the Company had been required to fund its foreign
operations through cash loans and advances. Due to the successful completion of
the sale of Willteks assets, this funding will no longer be required.

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.

20

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ITEM 3 - QUANTITATIVE
AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not applicable.

ITEM 4T -
CONTROLS AND PROCEDURES

(a)
Evaluation of Disclosure Controls and Procedures

Under
the supervision and with the participation of our management, including our
principal executive officer and principal financial officer, as of the end of
the period covered by this report, we conducted an evaluation of the
effectiveness of the design and operation of our disclosure controls and
procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities
Act of 1934. Our disclosure controls and procedures are designed to provide
reasonable assurance that the information required to be included in our
Securities and Exchange Commission (SEC) reports is recorded, processed,
summarized and reported within the time periods specified in SEC rules and
forms, relating to Wireless Telecom Group, Inc., including our consolidated
subsidiaries, and was made known to them by others within those entities,
particularly during the period when this report was being prepared. Based on
this evaluation, our principal executive officer and principal financial
officer concluded that, as of the period covered by this report, our disclosure
controls and procedures are effective at these reasonable assurance levels.

(b)
Changes in Internal Controls over Financial Reporting

In
connection with the evaluation required by paragraph (d) of Rule 13a-15
under the Exchange Act, there was no change identified in our internal control
over financial reporting that occurred during the last fiscal quarter that has
materially affected, or is reasonably likely to materially affect, our internal
control over financial reporting.

21

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PART II - OTHER INFORMATION

|                                                                     |                                                                                                                                                    
|-------------------------------------------------------------------- | ---------------------------------------------------------------------------------------------------------------------------------------------------
|Item 1. LEGAL PROCEEDINGS                                           
|                                                                    
|                                                                     | The Company is not aware of
 any material legal proceeding against the Company or in which any of their
 property is subject.                      
|                                                                     |                                                                                                                                                    
|Item 1A. RISK FACTORS                                               
|                                                                    
|                                                                     | The Company is not aware of
 any material changes from risk factors as previously disclosed in its Form
 10-K for the year ended December 31, 2009.
|                                                                     |                                                                                                                                                    
|Item 2. UNREGISTERED SALES OF EQUITY SECURITIES AND
 USE OF PROCEEDS
|                                                                    
|                                                                     | None.                                                                                                                                              
|                                                                     |                                                                                                                                                    
|Item 3. DEFAULTS UPON SENIOR SECURITIES                             
|                                                                    
|                                                                     | None.                                                                                                                                              
|                                                                     |                                                                                                                                                    
|Item 4. REMOVED AND RESERVED                                        
|                                                                    
|Item 5. OTHER INFORMATION                                           
|                                                                    
|                                                                     | None.                                                                                                                                              
|                                                                     |                                                                                                                                                    
|Item 6. EXHIBITS                                                    



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

22

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SIGNATURES

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

|                         |                                |  |  | 
|------------------------ | ------------------------------ |  |  | 
|                         | WIRELESS
 TELECOM GROUP, INC.  | 
|                         |                                | 
|                         | (Registrant)                   |  |  | 
|                         |                                |  |  | 
|Date:
 November 15, 2010 | /S/Paul
 Genova                |  |  | 
|                         |                                |  |  | 
|                         | Paul Genova                    |  |  | 
|                         | Chief
 Executive Officer       | 
|                         |                                |  |  | 
|Date: November 15, 2010  | /S/Robert Censullo             |  |  | 
|                         |                                |  | 
|                         | Robert Censullo                |  |  | 
|                         | Acting Chief Financial Officer | 

23

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EXHIBIT LIST

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

24

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