SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C. 20549
                                
                            FORM 10 Q
(Mark One)

/XX/QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
--- EXCHANGE ACT OF 1934
                                
     For the quarterly period ended March 28, 1999

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

     For the transition period from           to           .
                                   -----------  -----------
Commission File Number:  0-19717

                         WPI GROUP, INC.
                         ---------------
     (Exact name of registrant as specified in its charter)
                                
            NEW HAMPSHIRE                      02-0218767
            -------------                      ----------
(State or other jurisdiction of                (I.R.S. Employer
incorporation or organization)                  Identification Number)
                                
                                
1155 Elm Street, Manchester, New Hampshire     03101
------------------------------------------     -----
(Address of principal  executive offices)      (Zip Code)
                                
                                
Registrant's telephone number, including area code: (603) 627-3500
                                                    --------------
                                
                                
------------------------------------------------------------------------
(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
     ---     ---
Applicable only to issuers involved in bankruptcy proceedings
during the preceding five years:

Indicate by check mark whether the registrant filed all documents
and reports required to be filed by Section 12, 13 or 15(d) of
the Securities Exchange Act of 1934 subsequent to the
distribution of securities under a plan confirmed by the court.
Yes       No
     ---     ---
Applicable only to corporate issuers:

Indicate the number of shares outstanding of each of the issuer's
classes of common equity, as of the latest practicable date:

          Class                     Outstanding as of May 7, 1999
          -----                     -----------------------------
Common Stock, par value $.01                6,048,828 shares

<PAGE>


                         WPI GROUP, INC.
                                
  
                             INDEX
                             -----   
                                                                 
                                
PART I - FINANCIAL INFORMATION                           Page No.
                                                         --------
  Item 1. Consolidated Financial Statements            
                                                       
         Consolidated Balance Sheets                        3
         - March 28,1999 and September 27,1998         
                                                       
         Consolidated Statements of Operations              4
         - Three months ended March 28,1999 and March  
           29,1998
         - Six months ended March 28,1999 and March    
           29, 1998
                                                       
         Consolidated Statements of Cash Flows              5
         - Six months ended March 28,1999 and March    
           29,1998
                                                       
         Notes to Consolidated Financial Statements         6
                                                       
  Item 2. Management's Discussion and Analysis of           7
          Financial Condition and Results of Operations
                                                       
PART II - OTHER INFORMATION                            
                                                       
  Item 6. Exhibits and Reports on Form 8-K                  11
                                                       
SIGNATURES                                                  12
                                
                                
                               -2-
<PAGE>                                
<TABLE>
                                
                                
                                
                                
                         WPI GROUP, INC.
                                
                   CONSOLIDATED BALANCE SHEETS
                                
<CAPTION>
                                               September 27,      March 28,
                                                  1998              1999
                                               -------------    ------------       
                                                                (unaudited)
<S>                                           <C>              <C>

ASSETS                                                    

CURRENT ASSETS                                            
                                                          
  Cash and cash equivalents                    $     159,518    $     63,927                         
  Accounts receivable - net of allowance              
  for doubtful accounts of
  $1,283,000 and $1,307,000, respectively         21,123,792      18,175,101
  Accounts receivable - other                        270,611         377,953
  Inventories                                     14,188,286      14,874,038
  Prepaid expenses and other current          
  assets                                           1,562,048       2,082,279
  Prepaid income taxes                             2,551,616       2,551,459
  Refundable income taxes                            620,578         211,264
                                               -------------    ------------   
        Total current assets                      40,476,449      38,336,021
                                
PROPERTY, PLANT AND EQUIPMENT                             
  at cost less accumulated depreciation           15,514,291      15,082,795
OTHER ASSETS                                      54,132,417      53,330,488
                                               -------------    ------------   
                                               $ 110,123,157    $106,749,304
                                               =============    ============   
                                
LIABILITIES AND STOCKHOLDERS' EQUITY
                                                          
CURRENT LIABILITIES
  Current portion of long-term debt            $   3,715,748    $  4,110,293
  Accounts payable                                 7,776,470       6,264,058
  Accrued expenses                                 5,985,304       6,840,360
  Accrued income taxes                             1,672,166         710,886
                                               -------------    ------------   
       Total current liabilities                  19,149,688      17,925,597
                                               -------------    ------------

LONG-TERM DEBT                                    62,638,964      62,926,438
                                               -------------    ------------

DEFERRED INCOME TAXES                              3,091,995       3,097,168
                                               -------------    ------------         
COMMITMENTS                                           
STOCKHOLDERS' EQUITY:                                 
   Common stock, $.01 par value;                      
   authorized 20,000,000 shares,
   issued and outstanding 6,028,204
   and 6,048,828, respectively.                       60,282          60,488
   Additional paid-in capital                     14,169,771      14,231,383
   Retained earnings                              10,418,044       8,810,157
   Cumulative foreign currency             
   translation adjustments                           594,413        (301,927)
                                               -------------    ------------   
         Total stockholders' equity               25,242,510      22,800,101
                                               -------------    ------------   
                                               $ 110,123,157    $106,749,304
                                               =============    ============
</TABLE>
                See notes to financial statements
                               -3-
<PAGE>
<TABLE>
                         WPI GROUP, INC.
                CONSOLIDATED STATEMENTS OF OPERATIONS
                           (unaudited)
<CAPTION>
                                                  
                               Three Months Ended          Six Months Ended
                            March 29,       March 28,    March 29,      March 28,
                              1998            1999         1998           1999
                           -----------    -----------   -----------    -----------                                     
<S>                        <C>            <C>           <C>            <C>

NET SALES                  $23,323,737    $22,754,691   $45,294,356    $46,952,695
                                                                                          
COST OF GOODS SOLD          13,662,393     13,224,589    26,834,069     27,125,435
                           -----------    -----------   -----------    -----------

GROSS PROFIT                 9,661,344      9,530,102    18,460,287     19,827,260
                           -----------    -----------   -----------    -----------
                           
                                                               
OPERATING EXPENSES:                                            
   Research and new                                   
   product development       1,477,464      1,547,089     2,659,931      2,970,533
   Selling, general and                                        
   administration            5,826,221      7,193,073    11,244,831     14,460,751
   Restructuring costs           _          1,327,303        _           1,750,000
                           -----------    -----------   -----------    -----------                                            
        Total operating                                
        expense              7,303,685     10,067,465    13,904,762     19,181,284
                           -----------    -----------   -----------    -----------
                                                               
OPERATING INCOME (LOSS)      2,357,659       (537,363)    4,555,525        645,976      
                           
                           
                                                               
OTHER INCOME (EXPENSE):                                        
   Interest expense           (825,122)    (1,626,107)   (1,673,796)    (3,405,169)
   Foreign currency exchange
   gain (loss)                  (6,098)        86,586       (28,260)       233,382   
   Other, net                    2,149         (4,525)       15,765         13,924
                           -----------    -----------   -----------    -----------                                
INCOME (LOSS)BEFORE
PROVISION FOR INCOME TAXES   1,528,588     (2,081,409)    2,869,234     (2,511,887)
                          
                                                               
PROVISION (BENEFIT)FOR
INCOME TAXES                   476,000       (749,000)      905,000       (904,000)
                           -----------    -----------   -----------    -----------                                

NET INCOME (LOSS)          $ 1,052,588    $(1,332,409)  $ 1,964,234    $(1,607,887)
                           ===========    ===========   ===========    ===========              

BASIC EARNINGS (LOSS)
PER SHARE:                 $      0.18    $    (0.22)   $      0.33    $     (0.27)
                           ===========    ==========    ===========    ===========

DILUTED EARNINGS (LOSS)
PER SHARE:                 $      0.17    $    (0.22)   $      0.32    $     (0.27)    
                           ===========    ==========    ===========    ===========

Weighted Average
Common Shares                6,010,938     6,044,881      6,008,606      6,037,804

Effect of
dilutive options               180,386         -            214,117          -
                           -----------    ----------    -----------    -----------
                                                               
Adjusted Weighted Average      
Common Shares                6,191,324     6,044,881      6,222,723      6,037,804
                           ===========    ==========    ===========    ===========                                

                                
                See notes to financial statements
                              - 4 -
</TABLE>
<PAGE>
<TABLE>

                         WPI GROUP, INC.
              CONSOLIDATED STATEMENTS OF CASH FLOWS
                           (unaudited)
<CAPTION>
                                                    Six Months Ended
                                                  March 29,     March 28,
                                                    1998          1999
                                                ------------  ------------
<S>                                            <C>           <C>

CASH FLOWS FROM OPERATING ACTIVITIES:
   Net income (loss)                            $  1,964,234  $ (1,607,887)
                                                ------------  ------------
   Adjustments to reconcile net income
   to net cash provided by
   operating activities:
     Depreciation and amortization                 2,615,592     3,149,131
     Deferred income taxes                             _             9,332
   Changes in current assets and
   liabilities net of effects
   of acquisition:                                    
     Accounts receivable                          (4,819,531)    2,389,694
     Accounts receivable - other                     (74,547)     (114,968)
     Inventories                                     134,885    (1,006,002) 
     Prepaid expenses and other current          
     assets                                          300,482      (162,414)
     Accounts payable                               (260,679)   (1,297,866)
     Accrued expenses                                204,295     1,261,497
     Accrued income taxes                            793,762      (852,896)
                                                ------------  ------------    
         Total adjustments                        (1,105,741)    3,375,508
                                                ------------  ------------    
   Net cash provided by operating                  
   activities                                        858,493     1,767,621
                                                ------------  ------------    

CASH FLOWS FROM FINANCING ACTIVITIES:
   Increase (Decrease) in notes payable           (1,467,000)      682,019
   Proceeds from issuance of common             
   stock                                              40,528        32,399
   Proceeds from exercise of stock              
   options                                            47,844        28,519
   Tax benefit on exercise of non-              
   statutory options                                  22,000           900
                                                ------------  ------------    
   Net cash provided by (used in)           
   financial activities                           (1,356,628)      743,837
                                                ------------  ------------    
CASH FLOWS FROM INVESTING ACTIVITIES:                 
   Additions to property, plant and          
   equipment                                        (570,862)   (1,200,018)
   Proceeds from sales of property,           
   plant and equipment                             1,492,738          -
   Increase in other assets                       (1,034,825)   (1,091,196) 
   Payment of accrued acquisition costs              (57,282)     (310,654)
                                                ------------  ------------    
   Net cash used for investing             
   activities                                       (170,231)   (2,601,868)
                                                ------------  ------------

EFFECT OF FOREIGN CURRENCY
TRANSLATION ON CASH                                   48,487        (5,181)
                                                      
NET INCREASE (DECREASE) IN CASH AND                   
CASH EQUIVALENTS                                    (619,879)      (95,591)
                                                      
CASH AND CASH EQUIVALENTS,                            
BEGINNING OF PERIOD                                  678,799       159,518
                                                ------------  ------------    
CASH AND CASH EQUIVALENTS,                            
END OF PERIOD                                   $     58,920  $     63,927
                                                ============  ============      
SUPPLEMENTAL DISCLOSURE OF CASH                       
INFORMATION:                                          
   Income taxes paid (refunded)                 $   (412,279)      107,616
   Interest paid                                   1,612,054     2,445,253
</TABLE>

                See notes to financial statements
                              - 5 -
<PAGE>

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                
1.   BASIS OF PRESENTATION

  The  financial statements for the three months and  six  months
  ended  March  28,1999  and  March  29,1998  are  unaudited  and
  include  all  adjustments which, in the opinion of  management,
  are  necessary to present fairly the results of operations  for
  the  periods then ended.  All such adjustments are of a  normal
  recurring  nature.  These financial statements should  be  read
  in  conjunction with the financial statements and notes thereto
  included  in the Company's Form 10-K filed with the  Securities
  and  Exchange  Commission  (File No. 0-19717),  which  included
  financial statements for the years ended September 27,1998  and
  September 28,1997.

  Certain prior year amounts have been reclassified to conform with
  current year presentations.

  The  results of the Company's operations for any interim period
  are  not necessarily indicative of the results of the Company's
  operations  for any other interim period or for a  full  fiscal
  year.
  
<TABLE>
  
2.   INVENTORIES
<CAPTION>
       Inventory consists of:      September 27,     March 28,
                                       1998            1999
                                   -------------   -------------            
       <S>                        <C>             <C> 

       Raw Materials               $  7,684,405    $   8,169,788
       Work in Process                4,758,535        4,882,158
       Finished Goods                 1,745,346        1,822,092
                                   ------------    -------------        

           Total                   $ 14,188,286    $  14,874,038
                                   ============    =============
</TABLE>
                                               
                                
                              - 6 -
<PAGE>

                             ITEM 2.
                                
   Management's Discussion and Analysis of Financial Condition
                    and Results of Operations
  
  This Management's Discussion and Analysis of Financial
  Condition and Results of Operations should be read in
  conjunction with the financial statements and footnotes
  contained in the Company's Form 10-Q for the period ending
  March 28, 1999 and the Form 10-K for the year ended September
  27, 1998, filed with the Securities and Exchange Commission.
  In addition to historical information, this report contains
  forward looking statements that involve risks and uncertainties
  that could cause actual results to differ materially.  Factors
  that might cause or contribute to such differences include, but
  are not limited to, those discussed in this section. Readers
  should carefully review the risks described in other documents
  the Company files from time to time with the Securities and
  Exchange Commission, including the Company's Annual Report on
  Form 10-K where the fiscal year ended September 27, 1998.
  Readers are cautioned not to place undue reliance on the forward
  looking statements, which speak only as of the date of this report.
  The Company undertakes no obligation to publicly release any
  revisions to the forward looking statements or reflect events or
  circumstancesafter the date of this document.
  
  RESULTS OF OPERATIONS
  
  Net sales of $22.8 million for the second quarter of fiscal
  1999 decreased 2% from sales of $23.3 million for the second
  quarter of fiscal 1998.  For the first six months of fiscal
  1999 the Company reported sales of $47.0 million, 4%
  higher than sales of $45.3 million for the first six months
  of fiscal 1998. The Company's net sales for the quarter and
  six months ended March 28, 1999 include WPI Instruments, Inc.,
  as a result of the acquisition in August 1998.  The Company's
  fiscal 1999 sales were negatively impacted by lower sales in
  the Company's power conversion systems, electronic ballast and
  handheld terminals product lines.
  
  Cost of sales of $13.2 million for the second quarter of
  fiscal 1999 resulted in a gross profit of 42%, compared to a
  gross profit of 41%  for the same period of fiscal 1998.  Cost
  of sales of $27.1 million for the first six months of fiscal
  1999 resulted in a gross profit of 42%, compared to a gross
  profit of 41%  for the same period of fiscal 1998.  The
  improvement in the Company's gross profit percentage in fiscal
  1999 was primarily attributable to a change in mix of products
  sold.
  
  Research and new product development expenses were 7% and 6%
  of sales for the quarter and for the six months ended March
  28,1999, respectively, compared to 6% of sales for the same three
  and six month periods in fiscal 1998. The increase in research and new
  product development expenses as a percentage of sales for the quarter
  was due primarily to the decrease in sales and the acquisition of WPI
  Instruments.

  As a percentage of sales, selling, general and administrative
  expenditures were 32% and 25% for the quarters and  31%  and
  25%  of the six month periods ended March 28, 1999 and March
  28, 1998, respectively.  The increase in selling, general and
  administrative expenses as a percentage of sales in fiscal
  1999 is primarily attributable to the acquisition of WPI
  Instruments and higher expenses incurred prior to the implementation
  of the Company's consolidation and restructuring intiatives.

  The Company's operating loss for the second quarter of fiscal
  1999 is $.5 million compared to operating income of $2.4 million
  in the second quarter of fiscal 1998.  For the six months ended
  March 28, 1999 and March 29, 1998 the Company's operating income
  was $.6 million and $4.6 million, respectively.  The decrease in
  operating income was primarily due to the increase in selling,
  general and administration expenses discussed above and the
  restructuring costs incurred to date in connection with the
  Company's reorganization of its Information Solutions and
  Industrial Technology Groups.

                              - 7 -

  <PAGE>

  For the three months ended March 28, 1999 the Company's loss before
  provision for income taxes is $2.1 million compared to income of
  $1.5 million for the three months ended March 29, 1998.  For the six
  months ended March 28, 1999 the Company's loss before provision for
  income taxes is $2.5 million compared to income of $2.9 million for
  the six months ended March 28, 1999.  The decrease for the three and
  six month periods is primarily due to weaker sales and the Company's
  reorganization discussed above

  The Company's estimated effective combined federal and state income
  tax rates, as a percentage of pre-tax income, were 36% and 32% for fiscal
  1999 and 1998, respectively.  The increase in the Company's fiscal 1999
  estimated effective tax rates reflect a reduction in anticipated foreign
  tax benefits.


  LIQUIDITY AND CAPITAL RESOURCES
  
  The Company had working capital of $20.4 million at March
  28,1999 compared to $21.3 million at September 27,1998.
  
  The Company has a $75 million credit facility with a syndication of
  banks consisting of a $20 million revolving line of credit which expires
  on September 30, 2003, and term notes totaling $55 million payable in
  varying quarterly installments commencing on December 31, 1998, and
  through September 30, 2004.  The agreement contains certain restrictive
  covenants, including financial covenants, one of which the Company was
  not in compliance with at September 27, 1998.  In December 1998, the
  Company reached an agreement with the banks to waive the event of non-
  compliance and amend certain terms of the agreement.

  As of March 28, 1999, the Company was not in compliance with one of the
  financial covenants.  In May 1999, the Company reached an agreement with
  the banks to waive the event of non-compliance as of March 28, 1999 and
  amend certain terms of the agreement for the quarters ending June 27 and
  September 26, 1999.  The amendment provides interest accrued on all
  borrowings is increased by 2% per annum and continues to limit the
  Company's revolving credit facility borrowings to $15 million.  The
  amendment contains certain incentives if the Company makes an additional
  principal payment of at least $20 million to the banks on or before
  September 30, 1999.  In addition to the payment of a fee to amend the
  agreement, the Company has agreed to issue to the banks warrants to
  purchase 124,000 shares of the Company's commons stock at the current
  market price.  The warrants are exercisable after one year for a period
  of ten years.  In the event the Company remits the additional principal
  payment, the Company would have the option to pay the banks an additional
  fee of $100,000 in lieu of granting the warrants.

  The Company's management believes it has sufficient working
  capital and availability on the credit facility to meet its liquidity
  needs.

  As of March 28, 1999, the Company had no material commitments
  for capital expenditures.
                                
                                
                                
                              - 8 -  

<PAGE>


<TABLE>

RESTRUCTURING COSTS 

The Company has recognized one-time restructuring charges in connection with
the consolidation and restructuring of its Information Solutions and
Industrial Technology Group operations. As part of the restructuring, the
Company has integrated and consolidated the operations and management of its
handheld computer and terminal operations into one business unit and has
consolidated and integrated the operations and management of its Industrial
Technology companies into a second business unit.  In connection with the
reorganization and consolidation, WPI anticipates a net reduction of
approximately 10% of its workforce, transferring and consolidating
manufacturing into three facilities and recording a restructuring charge of
$1,750,000 during fiscal 1999.  The restructuring charge and remaining
obligation as of March 28, 1999 of approximately $760,000 consists primarily
of employee severance costs. Management anticipates the cash requirements for
the remaining obligation to be relatively consistent over the next three
quarters.

The Company's restructuring activity as of March 28, 1999 is as follows
in thousands:
<CAPTION>

                          Initial        Utilization of Reserve      Remaining
                          Reserve        Cash          Non-Cash       Reserve
                          -------        -------       --------      --------- 
<S>                       <C>            <C>            <C>         <C>   

Severance costs           $ 1,575        $   815       $   -         $     760      
Other costs                   175            175           -                - 
                          -------        -------       --------      ----------      
     Total                $ 1,750        $   990       $   -         $     760
                          =======        =======       ========      ==========
</TABLE>

YEAR 2000

The information set forth under this caption is designated to be a "Year 2000
readiness disclosure" under the Year 2000 Information Readiness Disclosure
Act, Public Law 105-271.

WPI has established its Year 2000 Project in order to evaluate the issue of
computer software and embedded computer chips that are not able to distinguish
between the year 1900 and the year 2000.  WPI's Year 2000 Project is divided
into three major sections: (1) IT systems (which examine operating systems
and business applications software); (2) External agents (which examine third
party suppliers and customers); and (3) Product issues (which involve Year
2000 issues inherent in products sold by WPI).

The IT systems section evaluates hardware and systems software. WPI has
completed its evaluation of its main internal operating systems and business
application software.  As a result of this evaluation, WPI has begun the
process of implementing the necessary changes and testing its internal
systems to achieve Year 2000 compliance in this area.  This process is
currently on schedule.  WPI estimates that if this process stays on
schedule, IT systems are expected to be Year 2000 compliant by July 1999.

The external agents section includes the process of identifying and
prioritizing critical suppliers and customers at the direct interface level,
and communicating with them about their plans and progress in addressing the
Year 2000 problem.  Year 2000 compliance issues at critical suppliers create
risks for WPI, since their inability to operate effectively could impact our
business.  Evaluations of the most critical third parties have been completed.
WPI has received assurances from its critical suppliers that they are or will
be Year 2000 ready.

The product issues section includes the process of identifying any product
sold by WPI which may not be Year 2000 compliant, determining a corrective
course of action and disseminating information about Year 2000 compliance to
customers.  Although most of WPI's products that have integrated software or
embedded microprocessors are Year 2000 compliant, there can be no assurances
that all of WPI's products are currently Year 2000 compliant.  Detailed

                              - 9 -
<PAGE>


evaluations of products have been completed. These evaluations have been
followed by corrective actions and the dissemination of Year 2000 compliance
information to product users, where necessary.

Total costs associated with required IT systems modifications to become Year
2000 compliant and product issues are not expected to have a material effect
on the consolidated results of operations, cash flows or financial position
of WPI.

The failure to correct a material Year 2000 problem could result in an
interruption in, or a failure of, certain normal business activities or
operations.  Due to the general uncertainty inherent in the Year 2000
problem, resulting in part from the uncertainty of the Year 2000 readiness
of third party suppliers and customers, WPI is unable to determine at this
time, whether the consequences of Year 2000 failure will have a material
impace on WPI's results of operations, liquidity or financial condition.
However, management believes that WPI's Year 2000 Project will significantly
reduce WPI's level of risk regarding the Year 2000 problem.



                              - 10 -
<PAGE>


                         WPI GROUP, INC.
                                
                   PART II - Other Information
                                
                                
                                
  Item 6.   Exhibits and Reports on Form 8-K
  
          A.   Exhibits
          
               27   Financial Data Schedule
               
          B.   Reports on Form 8-K
          
               None
          
          
                                
                              - 11 -
 <PAGE>


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



                         WPI GROUP, INC.
                          (Registrant)
                                
                                
                                
                                
Date: May 21, 1999                           By:/s/John R. Allard
                                                -----------------
                                                John R. Allard
                                                President and
                                                Chief Operating Officer









Date: May 21, 1999                           By:/s/John W. Powers
                                                -----------------
                                                John W. Powers
                                                Vice President and
                                                Chief Financial Officer


                                
                              - 12 -
<PAGE>