WIRELESS TELECOM GROUP, INC.
         UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


     The following unaudited pro forma condensed consolidated financial
statements give effect to the acquisition of Willtek. The acquisition was
accounted for under the purchase method of accounting in accordance with
Statement of Financial Accounting Standard (SFAS) No. 141, "Business
Combinations" (SFAS 141). Under the purchase method of accounting, the total
estimated purchase price, calculated as described in Note 1 to these unaudited
pro forma condensed consolidated financial statements, is allocated to the net
tangible and intangible assets of the Willtek business acquired, based on their
fair values as of the completion of the acquisition. Independent valuation
specialists are currently conducting an independent valuation in order to assist
our management in determining the fair values of a significant portion of these
assets. The preliminary work performed by the independent valuation specialists
has been considered in management's estimates of the fair values reflected in
these unaudited pro forma condensed consolidated financial statements. A final
determination of these fair values will include management's consideration of a
final valuation prepared by the independent valuation specialists. This final
valuation will be based on the actual net tangible and intangible assets of the
Willtek business that exist as of the date of completion of the acquisition.

     The unaudited pro forma condensed consolidated balance sheet as of March
31, 2005 gives effect to the acquisition as if it occurred on March 31, 2005.
Our consolidated balance sheet information was derived from our unaudited
consolidated balance sheet as of March 31, 2005, which was filed in our Form
10-Q on May 13, 2005. Willtek's balance sheet information was derived from its
audited consolidated balance sheet as of March 31, 2005 included elsewhere in
this Form 8-K/A. The unaudited pro forma condensed consolidated statement of
operations for the three months ended March 31, 2005 is presented as if the
acquisition was consummated on January 1, 2004 and combines our audited
historical results for the three months ended March 31, 2005, filed in our Form
10-Q on May 13, 2005, with Willtek's unaudited results for the quarter ended
March 31, 2005. The unaudited pro forma condensed consolidated statement of
operations for the year ended December 31, 2004 is also presented as if the
acquisition was consummated on January 1, 2004 and, due to the different fiscal
period ends for our company and Willtek, combines our historical results for the
year ended December 31, 2004, which were derived from our audited consolidated
financial statements for the year ended December 31, 2004, and Willtek's
historical results for the twelve months ended December 31, 2004, which were
derived from its unaudited consolidated statement of operations for the three
month period ended March 31, 2004, and from its unaudited consolidated statement
of operations for the nine months ended December 31, 2004.


     The unaudited pro forma condensed consolidated financial statements have
been prepared by our management for illustrative purposes only and are not
necessarily indicative of the condensed consolidated financial position or
results of operations in future periods or the results that actually would have
been realized had our company and Willtek been a combined company during the
specified period. The pro forma adjustments are based on the information
available at the time of the preparation of the unaudited pro forma condensed
consolidated financial statements. The unaudited pro forma condensed
consolidated financial statements, including the notes thereto, are qualified in
their entirety by reference to, and should be read in conjunction with, our
historical consolidated financial statements filed as part of our Annual Report
on Form 10-K for the year ended Decembere 31, 2004; our unaudited historical
consolidated financial statements filed as part of our Quarterly Report on Form
10-Q for the quarter ended March 31, 2005; Willtek's historical consolidated
financial statements for its fiscal year ended March 31, 2005, included as
Exhibit 99.2 of this Form 8-K/A; and our Original Current Report, previously
filed on July 1, 2005.

     Further, the unaudited pro forma condensed consolidated financial
statements do not include any adjustments for liabilities resulting from
integration planning, as our management is in the process of making these
assessments and estimates of these costs are not currently known. However,
liabilities ultimately may be recorded for severance or relocation costs related
to employees of Willtek, costs of vacating certain leased facilities of Willtek
and/or other costs associated with exiting activities of Willtek that would
affect amounts in the pro forma

                                       B-1


condensed consolidated financial statements. In addition, we may incur
significant restructuring charges upon completion of the acquisition or in
subsequent quarters for severance or relocation costs related to our employees.

     There are no intercompany balances or transactions between our company and
Willtek. Certain reclassifications have been made to conform the historical
amounts of Willtek to our company's presentation.

     These unaudited pro forma condensed consolidated financial statements have
been prepared based on preliminary estimates of fair values. They do not include
liabilities resulting from integration planning which are not presently
estimable as discussed above. Amounts preliminarily allocated to intangible
assets with definite lives may increase significantly, which could result in a
material increase in amortization of intangible assets. Therefore, the actual
amounts recorded as of the completion of the acquisition may differ materially
from the information presented in these unaudited pro forma condensed
consolidated financial statements. In addition to the receipt of the final
valuation, the impact of ongoing integration activities could cause material
differences in the information presented.

     For purposes of the accompanying unaudited pro forma condensed combined
financial statements, amounts denominated in euros in Willtek's financial
statements have been converted into United States dollars using the March 31,
2005 exchange rate for purposes of the balance sheet and the average exchange
rates applicable to the three months ended March 31, 2005, and the twelve months
ended December 31, 2004, for purposes of the statements of operations. The table
below shows the average U.S. dollar/ euro exchange rate for the periods shown,
based on the interbank market exchange rate expressed in U.S. dollars per one
euro.

                   EXCHANGE RATE               AVERAGE EXCHANGE RATE
                   -------------     ----------------------------------------
                                      THREE MONTHS ENDED  TWELVE MONTHS ENDED
                   MARCH 31, 2005       MARCH 31, 2005     DECEMBER 31, 2004
                   --------------       --------------    -------------------
Currency.........   U.S. dollar           U.S. dollar         U.S. dollar
One euro.........      1.2916               1.3124              1.2478


                                      B-2


                          WIRELESS TELECOM GROUP, INC.
                 PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET
                              AS OF MARCH 31, 2005
                                 (IN THOUSANDS)
                                   (UNAUDITED)

<TABLE>

                                                            HISTORICAL
                                                    ---------------------------        PRO FORMA           PRO FORMA
                                                       WTT             WILLTEK      ADJUSTMENTS(1)       CONSOLIDATED
                                                    ----------       ----------     --------------       ------------

ASSETS
Current assets:
Cash and cash equivalents ....................      $   14,998       $      484                           $   15,482
Accounts receivable ..........................           4,192            4,964                                9,156
Inventories ..................................           6,781            2,303                                9,084
Current portion of deferred tax assets .......             198                0                                  198
Prepaid and other current assets .............             325            1,560                                1,885
                                                    ----------       ----------       ----------          ----------
Total current assets .........................          26,494            9,311                               35,805
Property, plant and equipment, net ...........           5,957            1,137                                7,094
Goodwill .....................................           1,351             --             18,994 (d)          20,345
Intangible assets, net .......................            --                482           14,018 (d)          14,500
Deferred Tax benefit .........................             887             --                                    887
Other assets .................................           1,042            1,700           (1,000) (c)          1,742
                                                    ----------       ----------       ----------          ----------
Total assets .................................      $   35,731       $   12,630       $   32,012          $   80,373
                                                    ==========       ==========       ==========          ==========

LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable and accrued expenses ........           2,451            6,087            1,000 (c)          9,538
Other current liabilities ....................              44              992                                1,036
                                                    ----------       ----------       ----------          ----------
Total current liabilities ....................           2,495            7,079            1,000              10,574
Pension liability ............................            --              2,936             (190)(i)           2,746
Long term debt ...............................           3,034                                                 3,034
                                                                                           5,031 (j)
Other long term liabilities ..................             153            6,547              719 (f)          12,450
                                                    ----------       ----------       ----------          ----------
Total liabilities ............................           5,682           16,562            6,560              28,804
                                                    ----------       ----------       ----------          ----------
Common stock .................................             205              155               80 (a)             285
                                                                                            (155)(b)
Additional paid in capital ...................          14,110           18,129          (18,129)(b)          35,550
                                                                                          21,440 (a)
Retained earnings/(deficit) ..................          23,435          (22,216)          22,216 (b)          23,435
Treasury stock ...............................          (7,701)            --                                 (7,701)
                                                    ----------       ----------       ----------          ----------
Total shareholders' equity/(deficit) .........          30,049           (3,932)          25,452              51,569
                                                    ----------       ----------       ----------          ----------
Total liabilities and shareholders' equity....      $   35,731       $   12,630       $   32,012          $   80,373
                                                    ==========       ==========       ==========          ==========
</TABLE>


(1) The letters refer to descriptions of the adjustments in Note 2.

             See accompanying notes to Wireless Telecom Group Inc's.
        unaudited pro forma condensed consolidated financial statements.


                                      B-3


                          WIRELESS TELECOM GROUP, INC.
            PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
                    FOR THE THREE MONTHS ENDED MARCH 31, 2005
                      (IN THOUSANDS, EXCEPT PER SHARE DATA)
                                   (UNAUDITED)

<TABLE>

                                                                 HISTORICAL
                                                      ------------------------------       PRO FORMA            PRO FORMA
                                                           WTT           WILLTEK (1)     ADJUSTMENTS (2)       CONSOLIDATED
                                                      ------------      ------------     ---------------      -------------

Revenue .........................................     $      6,048      $      7,460                           $     13,508

Cost of goods sold ..............................            2,770             3,172               164 (e)            6,106
                                                      ------------      ------------      ------------         ------------
Gross margin ....................................            3,278             4,288              (164)               7,402

Operating expenses:
Sales & Marketing ...............................              789             2,854                                  3,643
Research & Development ..........................              525             1,631                                  2,156
General & Administrative ........................              741             1,096               328 (e)            2,083
                                                                                                   (82)(g)
Impairment of goodwill ..........................                0                 0                                      0
                                                      ------------      ------------      ------------         ------------
Total operating expenses ........................            2,055             5,581               246                7,882

Operating Income (Loss) .........................            1,223            (1,293)             (410)                (480)

Interest/other income (expense) .................               48              (207)                                  (159)
                                                      ------------      ------------      ------------         ------------
Income (Loss) before provision for income taxes .            1,271            (1,500)             (410)                (639)

Provision for income taxes ......................             (200)               40               153 (k)               (7)
                                                      ------------      ------------      ------------         ------------
Net Income (Loss) ...............................     $      1,071      $     (1,460)     $       (257)        $       (646)
                                                      ============      ============      ============         ============

Net income (loss) per share:
   Basic ........................................     $       0.06               n/a(3)                        $      (0.03)
   Diluted ......................................     $       0.06               n/a(3)                        $      (0.03)

Weighted average common shares outstanding:
   Basic ........................................       17,461,923               n/a(3)      8,000,000           25,461,923
   Diluted ......................................       17,645,243               n/a(3)      8,000,000           25,645,243
</TABLE>


(1)  Derived from Willtek's audited consolidated statement of operations for
     the three months ended March 31, 2005.

(2)  The letters refer to descriptions of the adjustments in Note 2.

(3)  Willtek is organized under German law as a Gesellschaft mit
     beschrankter Haftung ("GmbH")--or a private limited liability company. The
     outstanding share capital of Willtek consists of shares in the aggregate
     nominal amount of (euro)120,000. Prior to the acquisition of Willtek by our
     company, one share in the nominal amount of (euro)35,890 and one share in
     the nominal amount of (euro)61,200 were held by Investcorp (representing
     80.9% of the outstanding share capital of Willtek), and one share in the
     nominal amount of (euro)22,910 was held by Damany Holding (representing
     19.1% of the outstanding share capital of Willtek). Accordingly, no
     historical per share information is presented for Willtek.

             See accompanying notes to Wireless Telecom Group Inc's.
        unaudited pro forma condensed consolidated financial statements.

                                      B-4


                          WIRELESS TELECOM GROUP, INC.
            PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
                      FOR THE YEAR ENDED DECEMBER 31, 2004
                      (IN THOUSANDS, EXCEPT PER SHARE DATA)
                                   (UNAUDITED)

<TABLE>

                                                                  HISTORICAL
                                                         ----------------------------      PRO FORMA          PRO FORMA
                                                              WTT         WILLTEK (1)    ADJUSTMENTS (2)     CONSOLIDATED
                                                         ------------    ------------    ---------------     ------------

Revenue ...........................................      $     22,105    $     25,435                         $     47,540

Cost of goods sold ................................            10,322          11,399               656 (e)         22,377
                                                         ------------    ------------      ------------       ------------
Gross margin ......................................            11,783          14,036              (656)            25,163

Operating expenses:
Sales & Marketing .................................             3,310           8,826                               12,136
Research & Development ............................             1,946           5,700                                7,646
General & Administrative ..........................             4,206           2,489             1,312 (e)          7,687
                                                                                                   (329)(g)
Impairment of goodwill ............................                 0             787                                  787
                                                         ------------    ------------      ------------       ------------
Total operating expenses ..........................             9,462          17,802               983             28,247

Operating Income (Loss) ...........................             2,321          (3,766)           (1,639)            (3,084)

Interest/other income (expense) ...................               299            (351)                                 (52)
                                                         ------------    ------------      ------------       ------------
Income (Loss) before provision for income taxes ...             2,620          (4,117)           (1,639)            (3,136)

Provision for income taxes ........................              (289)            (37)              611 (k)            285
                                                         ------------    ------------      ------------       ------------
Net Income (Loss) .................................      $      2,331    $     (4,154)     $     (1,028)      $     (2,851)
                                                         ============    ============      ============       ============

Net income (loss) per share:
   Basic ..........................................      $       0.14             n/a(3)                      $      (0.11)
   Diluted ........................................      $       0.13             n/a(3)                      $      (0.11)

Weighted average common shares outstanding:
   Basic ..........................................        17,192,728             n/a(3)      8,000,000         25,192,728
   Diluted ........................................        17,578,185             n/a(3)      8,000,000         25,578,185
</TABLE>

(1)  Derived from Willtek's unaudited consolidated statement of operations for
     the three months ended March 31, 2004.

(2)  The letters refer to descriptions of the adjustments in Note 2.

(3)  Willtek is organized under German law as a Gesellschaft mit
     beschrankter Haftung ("GmbH")--or a private limited liability company. The
     outstanding share capital of Willtek consists of shares in the aggregate
     nominal amount of (euro)120,000. Prior to the acquisition of Willtek by our
     company, one share in the nominal amount of (euro)35,890 and one share in
     the nominal amount of (euro)61,200 were held by Investcorp (representing
     80.9% of the outstanding share capital of Willtek), and one share in the
     nominal amount of (euro)22,910 was held by Damany Holding (representing
     19.1% of the outstanding share capital of Willtek). Accordingly, no
     historical per share information is presented for Willtek.


             See accompanying notes to Wireless Telecom Group Inc's.
        unaudited pro forma condensed consolidated financial statements.

                                      B-5


               NOTES TO UNAUDITED PRO FORMA CONDENSED CONSOLIDATED
                              FINANCIAL STATEMENTS

1. BASIS OF PRESENTATION

     On March 29, 2005, we entered into an amended and restated stock purchase
agreement pursuant to which we agreed to acquire all of the outstanding share
capital of Willtek. The transaction closed on July 1, 2005 in the third calendar
quarter of 2005; Willtek is based in Ismaning, Germany.

     Pursuant to the amended stock purchase agreement, we agreed to issue an
aggregate of 8,000,000 shares of our common stock in exchange for 100% of
Willtek's share capital.

     The estimated value of the aggregate purchase price to acquire Willtek is
calculated to be $21,520,000, using a per share price of $2.69 for our common
stock, which is the average of the closing market prices of our common stock for
a period beginning three days prior to and ending three days after July 1, 2005,
the date the transaction was publicly announced. Estimated direct transaction
expenses of $2.0 million have been included as a part of the total purchase
cost.

     The cost to acquire Willtek will be allocated to the assets acquired and
liabilities assumed according to their respective fair values, with the excess
purchase price being allocated to goodwill. The fair value of the acquired
assets and liabilities will be based upon an independent valuation.

     The preliminary estimated total purchase cost of Willtek is as follows (in
thousands):

Value of securities issued..........................      $21,520
Estimated transaction costs and expenses............        2,000
                                                          -------
                                                          $23,520
                                                          -------

     Under the purchase method of accounting, the total estimated purchase price
as shown in the table above is allocated to the net tangible and intangible
assets of Willtek based on their estimated fair values as of the date of the
completion of the acquisition. Based on information currently available, and
subject to potentially material changes upon receipt of a valuation after
completion of the acquisition and other factors as described in the introduction
to these unaudited pro forma condensed consolidated financial statements, the
preliminary estimated purchase price is allocated as follows (in thousands):

<TABLE>

                                                                                USEFUL LIFE IN       ANNUAL
                                                                   AMOUNT            YEARS        AMORTIZATION
                                                                   ------            -----        ------------

Current assets acquired.......................................         $9,311         --
Other tangible assets acquired................................          2,837         --
Current liabilities assumed...................................         (7,079)        --
Other liabilities assumed.....................................        (10,012)        --
Intangible assets acquired:
   Customer relationships.....................................          6,100         5                  $1,220
   Developed technology, including patents....................          5,800         7                     829
   Trade name and trademarks..................................          2,600         --
Deferred taxes applicable to purchase accounting adjustment...         (5,031)        --
Goodwill......................................................         18,994         --
                                                                    ---------    ---------            ---------
Total preliminary purchase price allocation...................        $23,520                            $2,049
                                                                    =========    =========            =========
</TABLE>

                                      B-6


               NOTES TO UNAUDITED PRO FORMA CONDENSED CONSOLIDATED
                              FINANCIAL STATEMENTS
                                   (CONTINUED)

     Of the total estimated purchase price, a preliminary estimated amount of
approximately $19.2 million has been allocated to goodwill. Goodwill represents
the excess of the purchase price of an acquired business over the fair value of
the underlying net tangible and intangible assets. In accordance with SFAS No.
142, "Goodwill and Other Intangible Assets," goodwill resulting from business
combinations completed subsequent to June 30, 2001 will not be amortized but
instead will be tested for impairment at least annually (more frequently if
certain indicators are present). In the event that our management determines
that the value of goodwill has become impaired, we will incur an accounting
charge for the amount of impairment during the fiscal quarter in which the
determination is made.

2.   PRO FORMA ADJUSTMENTS

     Pro forma adjustments are necessary to reflect the estimated purchase
price, to adjust amounts related to the net tangible and intangible assets of
Willtek to a preliminary estimate of their fair values and to reflect the
amortization expense related to the estimated amortizable intangible assets.

     There are no intercompany balances or transactions between our company and
Willtek. Certain reclassifications have been made to conform the historical
amounts of Willtek to our company's presentation.

     The unaudited pro forma condensed consolidated financial statements do not
include any adjustments for liabilities resulting from integration planning, as
our management is in the process of making these assessments, and estimates of
these costs are not currently known. However, liabilities ultimately may be
recorded for severance or relocation costs related to the employees of Willtek,
costs of vacating certain leased facilities of Willtek, or other costs
associated with exiting activities of Willtek that would affect amounts in the
pro forma financial statements. In addition, we may incur significant
restructuring charges upon completion of the acquisition or in subsequent
quarters for severance or relocation costs related to our employees and other
costs associated with exiting activities of our company. When recorded, these
costs will be charged to operations.

     The pro forma adjustments included in the unaudited pro forma condensed
consolidated financial statements are as follows:

(a)  Adjustment to record purchase price of 8,000,000 shares of common stock,
     par value $0.01 per share, at $2.69;

(b)  Adjustment to eliminate the historical shareholders' equity of Willtek;

(c)  Adjustment to re-class transaction costs incurred through March 31, 2005
     and record liability for estimated remaining transaction costs;

(d)  Adjustment to reflect preliminary estimated value of customer
     relationships, developed technology and trademarks and tradenames acquired
     less elimination of Willtek's historical intangibles, and to reflect the
     preliminary estimate of the fair value of goodwill;

(e)  Adjustment to reflect preliminary estimated amortization of acquired
     intangible assets with finite lives (excluding trade name, trademarks and
     goodwill) less Willtek's historical amortization expense of $20 and $81 for
     the quarter ended March 31, 2005 and the year ended December 31, 2004,
     respectively;

(f)  Adjustment to record estimated fair value of unfavorable lease obligation
     applicable to Willtek's Ismaning, Germany facility. The lease terminates on
     December 31, 2008;

                                      B-7



(g)  Adjustment to reflect preliminary estimated amortization of liability for
     unfavorable Willtek lease obligation included in preliminary purchase price
     allocation;

(h)  Pro forma basic and diluted net earnings per share are based on the
     weighted average number of shares of our common stock outstanding and the
     issuance of 8,000,000 shares of our common stock for the acquisition of
     Willtek;

(i)  Adjustment to record the estimated funded status of Willtek's defined
     benefit plan;

(j)  Adjustment to record net deferred tax liability applicable to purchase
     accounting adjustments, including recognition of acquired intangible
     assets, at 37.3% (Willtek's estimated combined statutory tax rate);

(k)  Adjustment to record net deferred tax benefit applicable to amortization of
     acquired intangible assets and unfavorable lease obligation, at 37.3%
     (Willtek's estimated combined statutory tax rate);


                                      B-8