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 26, 2000

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

     For the transition period from           to            .
                                   -----------   -----------


Commission File Number:  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 4, 2000
          -----                         -----------------------------
Common Stock, par value $.01                6,056,548 shares

<PAGE>

                         WPI GROUP, INC.


                              INDEX
                              -----


PART I - FINANCIAL INFORMATION                           Page No.
                                                         --------
  Item 1. Consolidated Financial Statements

         Consolidated Balance Sheets                        3
         - March 26,2000 and September 26,1999

         Consolidated Statements of Operations              4
         - Three months ended March 26,2000 and March
           28,1999
         - Six months ended March 26,2000 and March
           28, 1999

         Consolidated Statements of Cash Flows              5
         - Six months ended March 26,2000 and March
           28,1999

         Notes to Consolidated Financial Statements         6

  Item 2. Management's Discussion and Analysis of           8
          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 26,    March 26,
                                             1999            2000
                                          -------------    -----------
<S>                                       <C>              <C>   <C>
                                                          (unaudited)
ASSETS

CURRENT ASSETS

  Cash and cash equivalents               $  1,086,708     $     52,153
  Accounts receivable - net of allowance
  for doubtful accounts
  of $171,000 and $250,000, respectively     2,027,808        1,991,306
  Accounts receivable - other                  101,135           87,052
  Inventories                                  461,893          437,685
  Prepaid expenses and other current           238,550          266,564
  assets
  Refundable income taxes                      220,205          105,551
  Prepaid income taxes                       2,655,419        2,655,875
  Net assets of discontinued operations     54,200,000       12,250,000
                                          ------------     ------------
        Total current assets                60,991,718       17,846,186


PROPERTY, PLANT AND EQUIPMENT
  at cost less accumulated depreciation      1,668,473          996,028
OTHER ASSETS                                 1,896,868        1,811,667
                                          ------------     ------------
                                          $ 64,557,059     $ 20,653,881
                                          ============     ============

LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
  Current portion of long-term debt       $ 69,155,487     $ 30,025,863
  Accounts payable                           1,499,103        1,918,038
  Accrued expenses                           2,173,763        3,035,632
                                          ------------     ------------

       Total current liabilities            72,828,353       34,979,533
                                          ------------     ------------
LONG-TERM DEBT                                  -                -
                                          ------------     ------------
DEFERRED INCOME TAXES                        2,702,987        2,702,987
                                          ------------     ------------

COMMITMENTS
STOCKHOLDERS' EQUITY:
   Common stock, $.01 par value;
     authorized 20,000,000 shares,
     issued and outstanding 6,050,398
     and 6,056,548,  respectively.              60,504           60,565
   Additional paid-in capital               14,574,134       14,585,246
   Retained earnings (deficit)             (25,608,919)     (31,674,450)
                                          ------------     ------------
    Total stockholders' equity (deficit)   (10,974,281)     (17,028,639)
                                          ------------     ------------
                                          $ 64,557,059     $ 20,653,881
                                          ============     ============

                See notes to financial statements
                               -3-
</TABLE>
<PAGE>
<TABLE>
                         WPI GROUP, INC.
              CONSOLIDATED STATEMENTS OF OPERATIONS
                           (unaudited)
<CAPTION>
<S>                       <C>          <C>              <C>          <C>
                               Three Months Ended           Six Months Ended
                            March 28,    March 26,        March 28,   March 26,
                              1999         2000             1999        2000
                          ------------ ------------     ------------ ----------

CONTINUING OPERATIONS
Net Sales                 $ 3,277,959  $ 3,588,053      $ 6,388,278  $ 7,161,121

Cost of Goods Sold          1,223,182    1,422,127        2,340,466    2,855,588
                          -----------  -----------      -----------  -----------

Gross Profit                2,054,777    2,165,926        4,047,812    4,304,533
                          -----------  -----------      -----------  -----------

Operating Expenses:
   Research and new           478,373      822,168          953,691    1,504,735
product development
   Selling, general and
administration              1,785,906    2,028,200         3,632,256   4,253,390
Restructuring costs           450,000      130,000           450,000   1,770,000
                         ------------  -----------      ------------  ----------

   Total Operating
   Expenses                 2,714,279    2,980,366         5,035,947   7,528,125
                         ------------  -----------      ------------  ----------

Operating Loss               (659,502)    (814,440)         (988,135) (3,223,592)


Other Income (Expense):
   Interest expense          (120,975)    (739,171)         (253,329)   (991,505)
   Forbearance expense           -            -                 -       (285,000)
   Other, net                 (12,348)        (159)          (22,236)     (5,434)
                         ------------  -----------       -----------  ----------
Loss Before Benefit for
Income Taxes                 (768,129)  (1,553,770)       (1,263,700) (4,505,531)


Benefit for Income Taxes     (254,000)        -             (362,000)       -
                         ------------  ------------      -----------  -----------
Loss from Continuing
Operations                   (514,129)  (1,553,770)         (901,700)  (4,505,531)


DISCONTINUED OPERATIONS
Loss from discontinued
operations (net of
applicable income taxes)   (1,002,478)        -           (1,173,172)        -
Estimated loss from
disposal of discontinued
operations                       -      (1,560,000)            -       (1,560,000)
                         ------------  -----------       ------------  ----------

Loss before cumulative
effect of change in
accounting principle       (1,516,607)  (3,113,770)       (2,074,872)  (6,065,531)

CUMULATIVE EFFECT OF CHANGE
IN ACCOUNTING PRINCIPLE,
net of applicable income
taxes of $1,000,000              -            -           (2,822,147)        -
                         ------------  -----------       -----------   -----------
NET LOSS                 $ (1,516,607) $(3,113,770)      $(4,897,019)  $(6,065,531)


Earnings (Loss) Per Share
  - Continuing Operations
(Note 3)                 $       (.09) $      (.26)      $      (.15)  $      (.74)
                         ------------  -----------       -----------   -----------

</TABLE>


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


                         WPI GROUP, INC.
              CONSOLIDATED STATEMENTS OF CASH FLOWS
                           (unaudited)
<CAPTION>
                                                Six Months Ended
                                             March 28,     March 26,
                                               1999          2000
                                           -------------  -------------
<S>        <C>                            <C>            <C>

CASH FLOWS FROM OPERATING ACTIVITIES:
   Net income (loss)                       $  (4,897,019) $  (6,065,531)
                                           -------------  -------------
   Adjustments to reconcile net income
   to net cash
   Provided by operating activities:
     Cumulative effect of change in
     accounting principle                      2,822,147          -
     Depreciation and amortization             2,557,252      1,285,934
     Loss from disposal of discontinued
     operations                                    -          1,560,000
     Deferred income taxes                         9,332          -
   Changes in current assets and
   liabilities net of effects
   of acquisition:
     Accounts receivable                       2,389,694      4,164,420
     Accounts receivable - other                (114,968)      (258,915)
     Inventories                              (1,006,002)      (540,759)
     Prepaid expenses and other current         (162,414)       (54,294)
     assets
     Accounts payable                         (1,297,866)    (1,536,929)
     Accrued expenses                          1,261,497        753,014
     Accrued income taxes                       (852,896)       405,436
                                           -------------  -------------

          Total adjustments                    5,605,776      5,777,910
                                           -------------  -------------

   Net cash provided by operating activities     708,757       (287,621)

CASH FLOWS FROM INVESTING ACTIVITIES:
   Proceeds from sale of businesses                -         39,367,083
   Additions to property, plant and           (1,200,018)      (310,112)
   equipment
   Increase in other assets                      (32,333)          -
   Payment of accrued acquisition costs         (310,654)      (149,066)
                                           -------------  -------------
      Net cash used for investing             (1,543,005)    38,907,905
      activities                           -------------  -------------

CASH FLOWS FROM FINANCING ACTIVITIES:
   Increase (decrease) in current and            682,019    (39,129,624)
   long-term debt
   Proceeds from issuance of common               32,400         11,173
   stock
   Proceeds from exercise of stock                29,419           -
   options                                 -------------  -------------

      Net cash used for investing                743,838    (39,118,451)
      activities                           -------------  -------------

EFFECT OF FOREIGN CURRENCY TRANSLATION
ON CASH                                           (5,181)          -
                                           -------------  -------------
NET DECREASE IN CASH AND CASH
EQUIVALENTS                                      (95,591)      (498,167)

CASH AND CASH EQUIVALENTS,
BEGINNING OF PERIOD                              159,518        550,320
                                           -------------  -------------
CASH AND CASH EQUIVALENTS,
END OF PERIOD                              $      63,927  $      52,153
                                           =============  =============
SUPPLEMENTAL DISCLOSURE OF CASH
INFORMATION:
   Income taxes paid (refunded)            $     107,616  $    (117,054)
   Interest paid                               2,445,253      5,480,641

</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  26,2000  and  March  28,1999  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 26,1999  and
  September 27,1998.

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

  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 26,    March 26,
                                       1999           2000
                                   -------------  --------------
       <S>                         <C>   <C>      <C>    <C>
       Raw Materials               $     315,071  $      299,588
       Work in Process                    27,340          30,888
       Finished Goods                    119,482         107,209
                                   -------------  --------------
           Total                   $     461,893  $      437,685
</TABLE>                           -------------  --------------

3.   EARNINGS (LOSS) PER SHARE
<TABLE>
  The following table sets forth the computation of basic and
  diluted earnings (loss) per share for the periods indicated:
<CAPTION>


                             Three Months Ended      Six Months Ended
                          March  28,  March 26,    March 28,   March 26,
                              1999       2000        1999        2000
                        ------------ ----------- ------------ ------------
<S>                    <C>   <C>    <C>  <C>    <C>    <C>          <C>

Earnings (loss per
share - basic)
  Continued operations  $     (0.09) $    (0.26) $      (0.15)$      (0.74)
  Discontinued
  operations                  (0.17)      (0.26)        (0.19)       (0.26)
  Effect of
  accounting change             -           -           (0.47)          -
                        -----------  ----------- ------------  -----------
    Net loss            $     (0.25) $    (0.52) $      (0.81) $     (1.00)
                        -----------  ----------  ------------  -----------

<S>                    <C>   <C>     <C>  <C>    <C>   <C>    <C>   <C>

Earnings (loss) per
share - diluted
   Continued operations $     (0.09)  $    (0.26) $     (0.15) $     (0.74)
   Discontinued
   operations                 (0.17)       (0.26)       (0.19)       (0.26)
   Effect of
   accounting change            -            -          (0.47)         -
                        -----------   ----------   ----------   -----------
    Net loss            $     (0.25)  $    (0.52)  $    (0.81)  $    (1.00)
                        -----------   ----------   ----------   ----------

Weighted Average
Common Shares             6,044,881    6,052,568    6,037,804     6,051,579
Effect of Dilutive
Options                         -            -            -             -

Adjusted Weighted Average
  Common Shares           6,044,881    6,052,568    6,037,804     6,051,579
                         ----------  -----------   ----------   -----------
</TABLE>

                              - 6 -
<PAGE>

  4.   RESTRUCTURING CHARGES

     During  the  six  months ended March 26, 2000,  the  Company
     entered  into  a  severance agreement  with  certain  former
     executives and officers.  In connection with the agreements,
     the  Company recorded  a  restructuring charge of $1,770,000,
     consisting primarily  of  the  continuation  of  payroll  and
     benefits subsequent  to  termination.   Of  the  total
     restructuring charge,  $320,000 will be paid over various periods
     ending August 2000. The remaining $1,450,000 will be paid  over
     a five-year period  ending December  2004 in connection with the
     terms of a former executive's severance agreement. In addition,
     during  the  six months  ended March 26, 2000, the Company paid
     approximately $91,000  in  connection with a severance  agreement
     entered into during the fiscal year ended September 26, 1999 with
     a former executive.
<TABLE>

     The  Company's  restructuring activity during the  six-month
     period ending March 26, 2000 is as follows:
<CAPTION>

    <S>   <C>       <C> <C>                   <C> <C>

     Restructuring reserve balance at
       September 26, 1999                       $   148,269

     Employee severance costs  accrued
     and charged to expense                       1,770,000

     Charges  against reserve for  the
     six months ended March 26, 2000               (518,470)
                                                -----------

     Restructuring reserve balance at
          March 26, 2000                        $ 1,399,799
                                                ===========
</TABLE>

5.  DISCONTINUED OPERATIONS

    During its fiscal 1999, the Company adopted and is in the process of
    implementing a restructuring plan intended to focus on its MPSI
    business unit (a provider of vehicle diagnostic systems).  In connection
    therewith, the Company decided to divest itself of its Industrial
    Technology Group segment.  In December 1999, the Company completed the
    sale of its industrial power conversion systems and electronic ballast
    businesses (WPI Power Systems and WPI Electronics) to a private group of
    investors for approximately $9.3 million in cash plus the assumption of
    certain liabilities.  In February 2000, the Company completed the sale of
    its rugged handheld computer and terminal business units (WPI Husky
    Technology and WPI Oyster Termiflex, Ltd.) to Dynatech Corporation, for
    approximately $35 million in cash plus the assumption of certain
    liabilities.  The Company is also in the process of seeking a buyer for
    its instruments and solenoid businesses (WPI Instruments and WPI
    Magnetec).

    In connection with the completed business sales described above, the
    buyers have proposed certain adjustments that may potentially effect
    the ultimate purchase price paid.  The Company believes there are
    certain incorrect assumptions made by the buyers and that the ultimate
    settlement of these matters will not materially impact the accompanying
    financial statements.

    The Company recognized an estimated loss on disposal of discontinued
    operations of approximately $1.6 million in the second quarter of fiscal
    2000.  The loss was primarily attributable to higher than anticipated
    loss on the sale of its rugged handheld computer and terminal business
    units and the operating results of the discontinued operations and
    higher than anticipated interest expense in the second quarter of
    fiscal 2000.

                              - 7 -
<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 26, 2000 and the Form 10-K for the year ended September
  26, 1999, 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 26, 1999.  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 circumstances after
  the date of this document.

  RESULTS OF OPERATIONS

  Net sales of $3.6 million for the second quarter of fiscal
  2000 increased 9.5% from sales of $3.3 million for the second
  quarter of fiscal 1999.  For the first six months of fiscal
  2000 the Company reported sales of $7.2 million, 12.1% higher
  than sales of $6.4 million for the first six months of fiscal
  1999. The increase was due to growth in shipments to the
  Company's primary target markets.

  Cost of sales of $1.4 million for the second quarter of fiscal
  2000 resulted in a gross profit of 60.4%, compared to a gross
  profit of 62.7% for the same period of fiscal 1999.  Cost of
  sales of $2.9 million for the first six months of fiscal 2000
  resulted in a gross profit of 60.1%, compared to a gross
  profit of 63.4% for the same period of fiscal 1999.  The
  decrease in the Company's gross profit percentage in fiscal
  2000 was primarily attributable to a change in mix of products
  sold and decreased software licenses revenue.

  Research and new product development expenses were $822,000,
  22.9% of sales, and $1,505,000, 21.0% of net sales, for the
  fiscal quarter and the six months ended March 26, 2000,
  respectively. For the same fiscal quarter and six month periods of
  fiscal 1999, research and new product development expenses
  were $478,000, 14.6% of sales, and $954,000, 14.9% of sales,
  respectively. The increase was attributed to the development E-
  Technician, a web-based remote diagnostic platform.

  Selling, general and administration expenses were $2.0 million
  and $1.8 million for the second quarter of fiscal 2000 and 1999,
  respectively, and $4.3 million and $3.6 million, for the six months of
  fiscal 2000 and 1999, respectively. As a percentage of sales,
  selling, general and administrative expenditures were 56.5%
  and 54.5% for the fiscal 2000 and 1999 quarters, respectively,
  and 59.4% and 56.9% for the six month of fiscal 2000 and 1999,
  respectively.  The increase in selling, general and
  administrative expenses in fiscal 2000 is primarily
  attributable to the costs related to consultants and advisors
  incurred in connection with the debt negotiations with the
  bank syndicate.

  During the six months ended March 26, 2000, the Company
  entered into severance agreements with certain former
  executives and officers.  In connection with the agreements, the
  Company   recorded a restructuring charge of $130,000 and $1.6 million
  for the quarter and six months ended March 26, 2000, respectively,
  consisting primarily of the continuation of payroll and benefits
  subsequent to termination.

  The Company's operating loss for the second quarter of fiscal
  2000 and 1999 was ($814,000) and ($660,000), respectively.
  For the six months ended March 26, 2000 and March 28, 1999 the
  Company's operating loss was ($3.2) million and ($1.0) million,
  respectively.


                              - 8 -
<PAGE>

  The increase in the operating loss was primarily to the
  increase in research and new product development costs and the
  restructuring and non-recurring costs discussed above.

  The Compnay's other income (expense) was ($739,000) for the
  second quarter of fiscal 2000 compared to ($109,000) in the
  second quarter of fiscal 1999. For the six months
  ended March 26, 2000 and March 28, 1999 other income (expense)
  was ($1.3) million and ($276,000), respectively. The increase was
  due primarily to higher interest expense and $285,000 of fees incurred
  in connection with   the execution of a forbearance agreement related
  to the Company's bank debt.

  The Company's loss from discontinued operations was ($1.0) million
  and ($1.2) million for the quarter and six months ended March 28,
  1999.  The loss was the result of lower sales in the Company's
  rugged handheld computer and terminal, power conversion and
  electronic ballasts businesses, increased costs and operating
  expenses as a result of the acquisiton of WPI Instruments in
  August 1998, and higher interest expense from additional
  borrowings and higher interest rates.

  The Company recognized an estimated loss on disposal of discontinued
  operations of $1.6 million for the second quarter of fiscal 2000.
  The loss was primarily attributable to a higher than anticipated loss
  on the sales of its rugged handheld computer and terminal businesses and
  results of operation of the discontinued operations and higher
  than anticipated interest expense.

  As of September 28, 1998, in accordance with the statement of
  position 98-5 "Reporting on the Cost of Start-up Activities",
  the Company changed its method of accounting for deferred
  product enhancement costs to expense these costs as incurred.
  As a result, the Company recognized a cumulative effect of a
  change in accounting principle of $2,822,000, net of taxes of
  $1,000,000.


  LIQUIDITY AND CAPITAL RESOURCES

  As of March 26, 2000 the Company had a working capital
  (deficit) of ($17.1) million compared to ($11.8) million at
  September 26, 1999. Net cash provided by (used in) operating
  activities totaled ($288,000) and $709,000 for the six months ended
  March   26, 2000 and March 28, 1999, respectively.

  As of March 26, 2000, the Company had no material commitments
  for capital expenditures.

  In  August 1998, the Company entered into a $75 million  credit
  facility  with  a  syndication of banks, consisting  of  a  $20
  million  revolving  line  of credit  which  was  to  expire  on
  September  30,  2003 and term notes totaling approximately  $55
  million  payable  in varying quarterly installments  commencing
  on  December  31,  1998 and through September  30,  2004.   The
  credit   facility   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 and June 27, 1999 the Company was not  in
  compliance  with  two of the financial covenants  contained  in
  the  credit  agreement.  The Company reached an agreement  with
  the  banks to waive the event of non-compliance as of March 28,
  1999  and June 27, 1999 up to and until October 1, 1999 and  to
  amend  certain terms of the agreement.  The terms  of the amendment
  increased the interest accrued  on  all borrowings  by  2%  per
  annum and limited the  revolving  credit borrowings  to  $14.8  million,
  the  amount  of  the  Company's current  revolving  credit  borrowings
  at the time.   In  addition  to  the  payment of a fee to amend the
  agreement, the Company issued  to the banks warrants to purchase
  124,000 shares of  the  Company's  common stock at $2.75 per share.
  The  warrants  are exercisable after one year for a period of ten years.

  As  of  October 1, 1999 the Company was not in compliance  with
  the  terms  of  the credit agreement as amended.   Accordingly,
  the  aggregate  bank debt totaling $67,356,000 was  callable  by
  the  bank  and, accordingly,  was  classified as current in the
  consolidated balance sheet as of September 26, 1999.

                              - 9 -

<PAGE>

  In January 2000, the  Company entered into a forbearance agreement
  with  the banks. Pursuant to the terms of the forbearance agreement,
  the  Company  has confirmed that all outstanding borrowings are  due
  and   payable.   The  agreement  limits  the  revolving  credit
  borrowings  to  $6.5 million and provides that  all  borrowings
  bear  interest  at prime plus 5.5%.  It also provided  for  the
  payment  of  a $250,000 forbearance fee to the bank  group. As additional
  conditions of continued forbearance  the agreement provided for:
  consummation of  the  sale  of the  rugged handheld computers and
  terminals business;  the Company seek  a  potential  purchaser of the
  instruments and solenoids business;   and  the  development of an action
  plan to reduce the Company's  expenses.   The  initial  forbearance period
  ended  March  31, 2000.  The  forbearance agreement was extended to May  3,
  2000   and  required  an  additional  $100,000  forbearance  fee.  The
  Company  has  requested  and is presently  in  the  process  of
  negotiating  the terms of further extension of the  forbearance
  agreement with the banks. There is no assurance the Company will be
  successful in negotiating a further extension of a forbearance agreement
  with the banks.

  During  its  fiscal 1999, the Company adopted  and  is  in  the
  process of implementing a restructuring plan intended to  focus
  on  its  MPSI business unit (a provider of vehicle diagnostic
  systems).  In connection therewith:

     1.   The  Company decided to divest itself of its Industrial
          Technology  Group  segment.   In  December  1999,   the
          Company  completed  the sale of  its  industrial  power
          conversion  systems  and electronic ballast  businesses
          (WPI  Power Systems and WPI Electronics) to  a  private
          group  of  investors for approximately $9.3 million  in
          cash  plus the assumption of certain liabilities.   The
          Company  is also in the process of seeking a buyer  for
          its    instruments   and   solenoid   businesses   (WPI
          Instruments  and WPI Magnetec).


     2.  On  February 22, 2000, the Company completed the sale of
         its  rugged  handheld  computer  and  terminal  business
         units  (WPI  Husky Technology and WPI Oyster  Termiflex,
         Ltd.)  to  Dynatech  Corporation, for approximately  $35
         million   in   cash  plus  the  assumption  of   certain
         liabilities.

  The  Company utilized the cash generated  from the  divestitures
  of  the businesses to  repay  a  significant portion  of  the existing
  bank debt and to support the Companies' operations.  The  Company
  intends  to  refinance the remaining debt to provide sufficient
  liquidity   to   satisfy   its   continuing   working   capital
  requirements.  There  is  no  assurance  the  Company  will  be
  successful  in  divesting its instruments and solenoid businesses,
  or  that  sufficient  funding will be available to execute the
  present business plan.

  If   the  Company  is  unable  to  successfully  complete   the
  sale of its net assets of discontinued operations, renegotiate its
  bank  agreements  and obtain additional funding, the cash from operations
  will not  be   sufficient   to   cover   short-term  or  long-term
  liquidity requirements.



                              - 10-
<PAGE>


                         WPI GROUP, INC.

                   PART II - Other Information



  Item 6.   Exhibits and Reports on Form 8-K

          A.   Exhibits

               10.1 Forbearance Agreement dated January 24, 2000.

               27   Financial Data Schedule.

          B.   Reports on Form 8-K

            On February 25, 2000, the Registrant filed a report
            under Item 5 of Form 8-K to announce the completion
            of the sale of its UK-based WPI Husky Technology
            business to Dynatech Corporation.

            On February 29, 2000, the Registrant filed a report
            under Item 2 of Form 8-K reporting the completion of
            the sale of WPI Husky Technology, Inc. to Dynatech
            Corporation.

                              - 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 10, 2000                             By:/s/John R. Allard
                                                  -----------------
                                                  John R. Allard
                                                  President and
                                                  Chief Executive Officer

Date: May 10, 2000                             By:/s/John W. Powers
                                                  -----------------
                                                  John W. Powers
                                                  Vice President and
                                                  Chief Financial Officer



                              -12-
<PAGE>