<Page>

SCHEDULE 14A
(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. ___)

Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement [ ] Confidential, For Use of the
Commission Only (as permitted
by Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12

WIRELESS TELECOM GROUP, INC.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)

- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:

- --------------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:

- --------------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):

- --------------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:

- --------------------------------------------------------------------------------

(5) Total fee paid:

- --------------------------------------------------------------------------------
[ ] Fee paid previously with preliminary materials:

- --------------------------------------------------------------------------------

[ ] Check box if any part of the fee is offset as provided by
Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting
fee was paid previously. Identify the previous filing by registration statement
number, or the form or schedule and the date of its filing.

(1) Amount previously paid:

- --------------------------------------------------------------------------------

(2) Form, Schedule or Registration Statement no.:

- --------------------------------------------------------------------------------

(3) Filing Party:

- --------------------------------------------------------------------------------

(4) Date Filed:

- --------------------------------------------------------------------------------

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WIRELESS TELECOM GROUP, INC.
East 64 Midland Avenue
Paramus, New Jersey 07652
(201) 261-8797

--------------------------

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

To be held on Friday, June 28, 2002

To the Stockholders of Wireless Telecom Group, Inc.:

NOTICE IS HEREBY GIVEN that the annual meeting of stockholders of
Wireless Telecom Group, Inc., a New Jersey corporation (the "Company"), will be
held at the Radisson Inn, 601 From Road, Paramus, New Jersey 07652, on Friday,
June 28, 2002, at 10:00 a.m., local time (the "Meeting"), for the following
purposes:

1. To elect each Edward Garcia, John Wilchek, Demir Richard Eden,
Franklin H. Blecher, Henry L. Bachman, Karabet Simonyan and
Michael Manza as a member of the Company's Board of Directors,
for a term of one year or until their respective successors
are elected and qualified; and

2. To transact such other business as may properly come before
the Meeting or any adjournment thereof.

Our Board of Directors unanimously recommends that you vote FOR each of
the 7 nominees to the Board of Directors.

The close of business on Tuesday, May 14, 2002 has been fixed as the
record date for the determination of stockholders entitled to notice of and to
vote at the Meeting. The transfer books of the Company will not be closed.

All stockholders are cordially invited to attend the Meeting. Whether
or not you expect to attend, you are requested to sign, date and return the
enclosed proxy promptly. Stockholders who execute proxies retain the right to
revoke them at any time prior to the voting thereof by (i) filing written notice
of such revocation with the Secretary of the Company, (ii) submission of a duly
executed proxy bearing a later date or (iii) voting in person at the Meeting.
Attendance at the Meeting will not in and of itself constitute revocation of a
proxy. Any written notice revoking a proxy should be sent to: Ms. Reed E. DuBow,
Secretary, Wireless Telecom Group, Inc., East 64 Midland Avenue, Paramus, New
Jersey 07652. A return envelope which requires no postage if mailed in the
United States is enclosed for your convenience.

By Order of the Board of Directors,

Reed E. DuBow
Secretary

Dated: May 17, 2002

<Page>

WIRELESS TELECOM GROUP, INC.
East 64 Midland Avenue
Paramus, New Jersey 07652
(201) 261-8797

---------------

PROXY STATEMENT

ANNUAL MEETING OF STOCKHOLDERS
Friday, June 28, 2002

This Proxy Statement and accompanying proxy card is furnished
in connection with the solicitation by the Board of Directors of Wireless
Telecom Group, Inc., a New Jersey corporation (the "Company"), of proxies in the
enclosed form for the Annual Meeting of Stockholders to be held at the Radisson
Inn, 601 From Road, Paramus, New Jersey 07652, on Friday, June 28, 2002, at
10:00 a.m., local time, and for any adjournment or adjournments thereof, for the
purposes set forth in the foregoing Notice of Annual Meeting of Stockholders
(the "Meeting"). The persons named in the enclosed proxy form will vote the
shares of the Company's common stock, par value $.01 per share (the "Common
Stock"), for which they are appointed in accordance with the directions of the
stockholders appointing them. In the absence of such directions, such shares
will be voted "FOR" Proposal 1 set forth herein and, in their best judgment,
will be voted on any other matters as may come before the Meeting. Any
stockholder giving a proxy has the power to revoke such proxy at any time before
it is voted by (i) filing written notice of such revocation with the Secretary
of the Company, (ii) submission of a duly executed proxy bearing a later date or
(iii) voting in person at the Meeting. Attendance at the Meeting will not in and
of itself constitute a revocation of a proxy. Any written notice revoking a
proxy should be sent to: Ms. Reed E. DuBow, Secretary, Wireless Telecom Group,
Inc., East 64 Midland Avenue, Paramus, New Jersey 07652. A return envelope which
requires no postage if mailed in the United States is enclosed herewith for your
convenience.

The principal executive offices of the Company are located at
East 64 Midland Avenue, Paramus, New Jersey 07652. The approximate date on which
this Proxy Statement and the accompanying form of proxy will first be sent or
given to the Company's stockholders is May 17, 2002 (the "Mailing Date").

The Company will pay the cost of soliciting proxies. In
addition to solicitation by use of the mails, proxies may be solicited from the
Company's stockholders, by the Company's directors, officers and employees in
person or by telephone, telegram or other means of communication. Such
directors, officers and employees will not be additionally compensated but may
be reimbursed for reasonable out-of-pocket expenses incurred in connection with
such solicitation. Arrangements will be made with brokerage houses, custodians,
nominees and fiduciaries for forwarding of proxy materials to beneficial owners
of shares held of record by such brokerage houses, custodians, nominees and
fiduciaries and for reimbursement of their reasonable expenses incurred in
connection therewith.

OUTSTANDING SHARES AND VOTING RIGHTS

Only holders of shares of the Company's Common Stock of record
at the close of business on May 14, 2002 (the "Record Date") are entitled to
vote at the Meeting. On the Record Date, there were 17,204,307 shares of Common
Stock outstanding and entitled to vote. As of the Record Date, there were 659
holders of record of our common stock. A complete list of stockholders entitled
to vote at the Annual Meeting will be available for inspection by any
stockholder for any purpose germane to the Annual Meeting for 10 days prior to
the Annual Meeting during ordinary business hours at our headquarters located at
East 64 Midland Avenue, Paramus, New Jersey 07652.

Each outstanding share of Common Stock is entitled to one (1)
vote on all matters to be acted upon at the Meeting. A majority of the shares of
Common Stock entitled to vote, represented in person or by proxy, constitutes a
quorum. If a quorum is present, a plurality vote of the shares of Common Stock
present (either in person or by proxy) at the Meeting and entitled to vote is
required for the election of the director nominees. All other matters submitted
to a vote of stockholders require the affirmative vote of a majority of the
outstanding shares present at the meeting and entitled to vote for approval.
Proxies that are marked "abstain" and proxies relating to "street name" shares
that are returned to the Company but marked by brokers as "not voted" ("broker
non-votes") will be treated as present for purposes of determining whether a
quorum is present, but will have no effect on the election of directors. Any
shares

<Page>

of Common Stock held in street name for which the broker or nominee receives no
instructions from the beneficial owner, and as to which such broker or nominee
does not have discretionary voting authority under applicable American Stock
Exchange rules, will be considered shares of Common Stock not entitled to vote
and will therefore not be considered in the tabulation of the votes. Proxy
ballots are received and tabulated by the Company's transfer agent and certified
by the inspector of election.

PROPOSAL 1
ELECTION OF DIRECTORS

The Company's by-laws provide that the Board of Directors
shall consist of up to nine (9) members. The authorized number of directors, as
determined by the Board of Directors, is currently fixed at 9, and at present,
the Board of Directors consists of six directors and three vacancies. At the
Meeting, stockholders will be requested to vote for seven (7) Director nominees
to serve on the Company's Board of Directors until the next annual meeting of
stockholders or until their respective successors are elected and qualified. The
accompanying form of proxy will be voted "FOR" the election of the seven
nominees named below as directors, unless the voting stockholder indicates
otherwise on such proxy. Proxies cannot be voted for a greater number of persons
than the number of nominees named in this Proxy Statement. Management has no
reason to believe that any of the nominees will not be a candidate or will be
unable to serve as a director. However, in the event that any of the nominees
should become unable or unwilling to serve as a director, the proxy will be
voted FOR the election of such person or persons as shall be designated by the
directors.

Directors and Executive Officers of the Company

Set forth below are the names and descriptions of the
backgrounds of the nominees for election as directors and the executive officers
of the Company. [Five of the nominees for election currently serve as directors
for the Company and were elected by the stockholders to their present term of
office. One of the nominees for election currently serves as a director for the
Company and was elected by the Board of Directors in March 2002.]

The directors, each of whom is a nominee, are as follows:

Name Age Position
- ---- --- --------

Edward J. Garcia (1)(2)(5) 37 Chairman of the Board, Chief Executive
Officer and President

Marc Wolfsohn 47 Chief Financial Officer

Demir Richard Eden (3)(5) 62 Director

Henry L. Bachman (4)(5) 72 Director

John Wilchek (1)(4)(5) 61 Director

Franklin H. Blecher (3)(4)(5) 73 Director

Karabet "Gary" Simonyan(5) 66 Director

Michael Manza (5) 66 Director

- -----------------------------
(1) Member of Stock Option Committee
(2) Trustee for Profit Sharing Plan
(3) Member of Compensation Committee
(4) Member of Audit Committee
(5) Director Nominee

<Page>

THE BOARD OF DIRECTORS OF THE COMPANY RECOMMENDS A VOTE "FOR" THE ELECTION OF
THE ABOVE NAMED SEVEN NOMINEES. PROXIES SOLICITED BY THE BOARD OF DIRECTORS WILL
BE SO VOTED UNLESS STOCKHOLDERS SPECIFY IN THEIR PROXIES A CONTRARY CHOICE.

Edward J. Garcia, a director nominee, has served as Chairman
of the Board, Chief Executive Officer and President of the Company
since January 1999. Prior to becoming Chairman of the Board, Chief
Executive Officer and President, Mr. Garcia had served as Vice
President of Operations since October 1995 and Executive Vice President
and Chief Operating Officer since August 1996. Mr. Garcia joined the
Company in 1990 and has served in various positions, including sales
manager and Chief Engineer.

Marc Wolfsohn joined the Company in November 2000 and has
served as the Company's Chief Financial Officer since March 2001. From
1996 to 1999, Mr. Wolfsohn served as CFO of Good Stuff, LLC, a
marketer, manufacturer and importer of licensed toys. From 1994 to
1996, Mr. Wolfsohn was employed by Peter Brams Design Division of JAC
MEL, Inc. as a Vice President of Finance and has several years of
accounting and finance experience with other manufacturing, publicly
traded companies. Mr. Wolfsohn earned his New York State CPA while at
Arthur Andersen & Co. and has his BBA degree in Accounting from Baruch
College(CUNY).

Demir Richard Eden, a director nominee, became a director of
the Company in May 1993 and served as the Company's Acting Chief
Financial Officer from January 1999 until March 2001. Mr. Eden served
as President of the Company from October 1998 to January 1999. Mr. Eden
has also served as President, CEO and the Chairman of Intra Computer,
Inc., a manufacturing and engineering consulting company, since its
founding in 1979. Mr. Eden has a Master of Science degree in
Electronics and Business Administration from Istanbul Technical
University as well as an MS in Computer Science from New York
Polytechnic University.

Henry L. Bachman, a director nominee, became a director of the
Company in January 1999 and has a 48-year career in the electronics
industry. From 1951 to 1996, Mr. Bachman served as Vice President of
Hazeltine, a subsidiary of Marconi Aerospace Systems Inc., Advanced
Systems Division, on a full-time basis and currently provides
consulting services to them on a part-time basis. Mr. Bachman was
President of The Institute of Electrical and Electronics Engineers
(IEEE). Mr. Bachman has a Bachelor's degree and MS degree from
Polytechnic University as well as completed the Advanced Management
Program at Harvard Sloan School of Management.

John Wilchek, a director nominee, became a director of the
Company in May 1993. He was the founder, President, CEO and Chairman of
Zenith Knitting Mills until his retirement in 1991.

Franklin H. Blecher, Ph.D., a director nominee, became a
director of the Company in November 1994. In a distinguished
thirty-seven year career with AT&T Bell Laboratories, Dr. Blecher held
several significant positions, including Executive Director of the
Technical Information Systems Division from 1987 to 1989 and Executive
Director of the Integrated Circuit Design Division from 1982 to 1987
and has previously served as a Director of the Mobile Communications
Laboratory. Dr. Blecher has made significant contributions in the area
of transistor design for computer applications. He has also developed
widely used telephone and cellular transmission systems. His
laboratory's work in the cellular field was used by the FCC to
establish standards for commercial cellular systems. Dr. Blecher
received his Ph.D. from New York Polytechnic University where he is
presently a member of the Corporate Board and is Past Chairman of the
Engineering Foundation.

Gary Simonyan, a director nominee, became a director in March
2002 and founded the Company in 1985. From 1985 until his official
retirement from the Company in 1997, Mr. Simonyan served in several
capacities including Chairman of the Board, Chief Executive Officer,
President and Director. From 1978 until he joined the Company, he
worked for Micronetics, Inc., a manufacturer of electronic products, in
several capacities, including President. From 1977 through 1978, he
served as President of Laser Management Associates, an electronics
consulting firm, which he founded. Mr. Simonyan has a Bachelor of
Science degree in Applied Physics and has undertaken graduate studies
in electrical engineering and in business administration.

<Page>

Michael Manza a director nominee, from 1988 until his
retirement in 1999, was a Partner at M.J. Meehan & Co., served on its
Management Committee. From 1979 to 1988, Mr. Manza worked for L.F.
Rothschild Unterberg Towbin as a Partner and Managing Director. From
1952 until 1979, Mr. Manza worked for Josephthal & Co. in several
capacities, and served as Partner and Manager from 1966 until 1979. Mr.
Manza received his Bachelor's degree in Business from New York
University and his Master's degree in Finance from The New York
Institute of Finance.

Meetings of the Board

During the fiscal year ended December 31, 2001, there were
four (4) formal meetings of the Company's Board of Directors, several actions by
unanimous written consent and several informal meetings. The Board of Directors
has a Stock Option Committee, an Audit Committee and a Compensation Committee.
During the fiscal year ended December 31, 2001, there were four (4) formal
meetings of the Stock Option Committee, three (3) formal meetings of the Audit
Committee and one (1) formal meeting of the Compensation Committee. During
fiscal year ended December 31, 2001, no director attended fewer than 75% of the
aggregate of the total number of meetings of the Board of Directors (held during
the period for which he was a director) and the total number of meetings
held by all committees of the Board of Directors on which he served (held
during the period that he served).

Committees of the Board of Directors

The Stock Option Committee serves at the pleasure of the Board
of Directors, and is authorized to administer the Company's stock option plans,
including granting, repricing and canceling incentive stock options and
non-qualified stock options authorized for grant thereunder, determining
optionees and the terms of options granted to such optionees. The members of the
Stock Option Committee are Messrs. Edward J. Garcia and John Wilchek. See "Stock
Option Plans."

The Audit Committee operates pursuant to a written charter
adopted by the Board of Directors, a copy of which has been filed with the SEC.
The Audit Committee serves at the pleasure of the Board of Directors, and is
authorized to review proposals of the Company's auditors regarding annual
audits, recommend the engagement or discharge of the auditors, review
recommendations of such auditors concerning accounting principles and the
adequacy of internal controls and accounting procedures and practices, to review
the scope of the annual audit, to approve or disapprove each professional
service or type of service other than standard auditing services to be provided
by the auditors, and to review and discuss the audited financial statements with
the auditors. The members of the Audit Committee are Messrs. Henry L. Bachman,
Franklin H. Blecher and John Wilchek.

The Compensation Committee serves at the pleasure of the Board
of Directors, and is authorized to establish salaries, incentives and other
forms of compensation for officers, directors and certain key employees and
consultants, administer the Company's various incentive compensation and benefit
plans and recommend policies relating to such plans. The members of the
Compensation Committee are Messrs. Franklin H. Blecher and Demir Richard Eden.

The Company does not have a formal Nominating Committee or
Executive Committee of the Board of Directors. Directors who are not employees
of the Company are compensated for their services according to a standard
arrangement. Such directors are paid a retainer of $2,000 for each meeting
of the Board of Directors attended by such director.

<Page>

EXECUTIVE COMPENSATION

The following table sets forth, for the years ended December
31, 2001, 2000 and 1999, the annual and long-term compensation for the Company's
Chief Executive Officer and its most highly compensated executive officers whose
annual compensation exceeded $100,000 for the fiscal year ended December 31,
2001 (each, a "Named Executive Officer").

SUMMARY COMPENSATION TABLE

Long Term
Compensation
Annual Compensation Awards
Name and ------------------- Securities All Other
Principal Position Year Salary Bonus Other Underlying Options Compensation (1)
- ------------------ ---- ------ ----- ----- ------------------ ----------------

Edward J. Garcia
- -Chairman of the Board, CEO
and President (2) 2001 $174,343 $50,000(3) - - $8,291
2000 $160,406 $100,000(4) - 300,000 $8,407
1999 $152,650 $100,000(5) - 80,000 $8,081

- -----------------------

(1) Includes the total estimated value for the use of an automobile of
$1,775, $1,891 and $1,645 for fiscal years ended December 31, 2001,
2000 and 1999, respectively. Also includes the total premiums paid on
split-dollar life insurance and the matching contribution to the
Wireless Telecom Group 401(k) Profit Sharing Plan.

(2) Mr. Garcia currently serves as the Company's Chief Executive Officer,
Chairman of the Board and President and has done so since January 1999.
From August 1996 to January 1999, Mr. Garcia served as Vice President
and since August 1996 as Chief Operating Officer.

(3) Granted to Mr. Garcia in recognition of the successful acquisition of
Microlab/FXR.

(4) Granted to Mr. Garcia in recognition of the successful acquisition of
Boonton Electronics Corporation.

(5) Granted to Mr. Garcia in recognition of the successful sale of the
Company's wireless test equipment business.

<Page>

OPTION GRANTS IN FISCAL YEAR 2001

Individual Grants
-----------------
Percent of
Total
Options
Granted Potential Realizable Value At
Number of To Assumed Annual Rates Of
Securities Employees Exercise Stock Price Appreciation For
Underlying In Fiscal Of Base Option Term
Option/SARs Year Price Expiration -------------------------------
Name Granted (#) 2001(1) ($/Sh) Date 5% ($) 10% ($)
---- ----------- ------- ------ ---- ------ -------

Edward J. - - - - - -
Garcia
- -Chairman of
the Board,
CEO and
President
</Table>

- -----------------------
(1) Based upon a total of 147,000 options granted to all employees and
consultants during fiscal year 2001, none of which were granted to Mr.
Garcia.

AGGREGATE OPTION EXERCISES IN THE
YEAR ENDED DECEMBER 31, 2001 AND OPTION VALUES

Number of Securities Value of Securities
Underlying Unexercised Underlying Unexercised
Shares Options In-the-Money Options at
Acquired at Fiscal Year End Fiscal Year End (1)
on Value ------------------- --------------------
Name Exercise Realized Exercisable Unexercisable Exercisable Unexercisable
---- -------- --------- ----------- ------------- ----------- -------------

Edward J. Garcia - - 215,333 304,667 $71,301 $120,224
- -Chairman of the
Board, CEO and
President

- -----------------------
(1) Based upon the closing market price of the Company's Common Stock
($2.83 per share) on December 31, 2001 minus the exercise price of the
in-the-money option, multiplied by the number of shares to which the
in-the-money option relates.

<Page>

Employment Agreement

In January 2002, the Company amended the employment agreement
dated August 1, 1999 by and between Edward J. Garcia and the Company. The
amendment of the employment agreement reflects a $25,000 increase in Mr.
Garcia's annual base compensation from $175,000 to $200,000 per year and extends
the employment agreement for an additional period of three (3) years. In all
other material respects, the employment agreement is the same as the agreement
dated August 1, 1999 as described below.

Mr. Garcia will receive an annual bonus, the amount of which
shall be determined by the Board of Directors in their discretion. The
employment agreement provides that, in the event of termination of Mr. Garcia
for good reason, without cause, or in the case of Mr. Garcia's non-renewal, as
such terms are defined therein, Mr. Garcia shall be entitled to receive: (a) a
lump sum in an amount equal to three (3) years of his base annual salary; (b)
benefits coverage for him and his dependents, at the same level and at the same
charges as immediately prior to his termination, for a period of three (3) years
following his termination from the Company; (c) all accrued obligations, as
defined therein; (d) with respect to each incentive pay plan (other than stock
options or other equity plans) of the Company in which Mr. Garcia participated
at the time of termination, an amount equal to the amount that would have been
earned if he had continued employment for three (3) additional years; and (e)
with respect to stock options and other equity plans in which Mr. Garcia
participated at the time of termination, any stock options or restricted stock
that would vest or become non-forfeitable in the five (5) years after
termination. If Mr. Garcia is terminated by reason of disability, he shall be
entitled to receive, for three (3) years after such termination, his base annual
salary less any amounts received under a long term disability plan. If he is
terminated by reason of his death, his legal representatives shall receive the
balance of any remuneration due him. The term of the employment agreement is
three (3) years from the date of execution with a renewal period of two (2)
years, such renewal to occur automatically unless either the Company or Mr.
Garcia terminates the employment agreement upon six (6) months written notice.

Compensation Committee Interlocks and Insider Participation

The members of the Compensation Committee are Messrs. Franklin
H. Blecher and Demir Richard Eden. Mr. Eden served as President of the Company
from October 1998 to January 1999 and had been Acting Chief Financial Officer of
the Company from January 1999 until March 2001. See "Directors and Executive
Officers of the Registrant."

Currently, none of such persons is an officer or employee of
the Company or any of its subsidiaries. During 2001, none of our executive
officers served as a director or member of a compensation committee (or other
committee serving an equivalent function) of any other entity, whose executive
officers served as a director or member of our Compensation Committee. No
interlocking relationship, as defined by the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), exists between our Board of Directors or our
Compensation Committee and the Board of Directors or Compensation Committee of
any other company.

Board Compensation Committee Report on Executive Compensation

The Company strives to apply a uniform philosophy regarding
compensation for all of its employees, including the members of its senior
management. This philosophy is based upon the premise that the achievements of
the Company result from the combined and coordinated efforts of all employees
working toward common goals and objectives in a competitive, evolving market
place.

The goals of the Company's compensation program are to align
remuneration with business objectives and performance, and to enable the Company
to retain and competitively reward executive officers who contribute to the
long-term success of the Company. The Company attempts to pay its executive
officers competitively in order that it will be able to retain the most capable
people in the industry. Information with respect to levels of compensation being
paid by comparable companies is obtained from various publications and surveys.

The Compensation Committee will evaluate the Company's
compensation policies on an ongoing basis to determine whether they enable us to
attract, retain and motivate key personnel. To meet these objectives, we may
from time to time increase salaries, award additional stock options or provide
other short and long-term incentive compensation to executive officers.

<Page>

Mr. Edward J. Garcia has served as the Company's Chief
Executive Officer, President and Chairman of the Board of Directors since
January 1999. In the fiscal year ended December 31, 2001, Mr. Garcia received
$174,343 in salary, $50,000 in bonuses and $8,291 in other compensation. Mr.
Garcia's compensation for the 2001 fiscal year was based on his qualitative
managerial efforts and business ingenuity, including his efforts and activities
associated with negotiating the purchase of Microlab/FXR, consummated on
December 21, 2001. See "Executive Compensation."

The Compensation Committee
- -Messrs. Franklin H. Blecher and Demir Richard Eden

AUDIT COMMITTEE REPORT

The Audit Committee is composed of independent directors, as
defined in the AMEX listing standards, and operates under a written charter
adopted by the Board of Directors. The members of the Company's Audit Committee
are Henry L. Bachman, Franklin M. Blecher and John Wilcheck.

The following is the report of the Audit Committee with
respect to the Company's audited financial statements for the fiscal year ended
December 31, 2001. The information contained in this report shall not be deemed
to be soliciting material or to be filed with the Securities and Exchange
Commission (the "SEC"), nor shall such information be incorporated by reference
into any future filing under the Securities Act of 1933, as amended, or the
Exchange Act, except to the extent that the Company specifically incorporates it
by reference in such filing.

In connection with the preparation and filing of the Company's Annual
Report on Form 10-K for the year ended December 31, 2001:

(1) The Audit Committee reviewed and discussed the audited
financial statements with management;

(2) The Audit Committee discussed with the independent auditors
the material required to be discussed by SAS 61 (as may be
modified or supplemented);

(3) The Audit Committee reviewed the written disclosures and the
letter from the independent auditors required by the
Independence Standards Board Standard No. 1, as may be
modified or supplemented, and discussed with the auditors any
relationships that may impact their objectivity and
independence and satisfied itself as to the auditors'
independence.

The members of the Audit Committee are not professionally
engaged in the practice of auditing or accounting, are not employed by the
Company for accounting, financial management or internal control purposes, and
are not experts in the fields of accounting or auditing, including with respect
to auditor independence. Members of the Audit Committee rely, without
independent verification, on the information provided to them and on the
representations made by management and the independent auditors. Accordingly,
the Audit Committee's oversight does not provide an independent basis to
determine that management has maintained appropriate accounting and financial
reporting principles and procedures, or internal controls and procedures,
designed to assure compliance with accounting standards and applicable laws and
regulations. Furthermore, the Audit Committee's considerations and discussions
referred to above do not assure that the audit of the Company's financial
statements has been carried out in accordance with auditing standards generally
accepted in the United States, that the financial statements are presented in
accordance with accounting principles generally accepted in the United States or
that the Company's auditors are in fact independent.

Based on the review and discussion referred to above, and
subject to the limitations on the role and responsibilities of the Audit
Committee referred to above and in the charter of the Audit Committee, the Audit
Committee recommended to the Company's Board of Directors that the Company's
audited financial statements be included in the Company's Annual Report on Form
10-K for the fiscal year ended December 31, 2001, to be filed with the SEC.

<Page>

Fees Paid to Principal Accountants

Audit Fees

The aggregate fees billed for professional services and paid for the
annual audit and for the review of the Company's financial statements included
in the Company's Annual Report on Form 10-K for the most recent fiscal year and
the Company's Forms 10-Q for the most recent fiscal year were approximately
$81,500.

Financial Information Systems Design and Implementation Fees

We did not engage Lazar Levine & Felix, LLP to provide advice to us
regarding financial information systems design and implementation during fiscal
year 2001. Therefore, there were no fees billed for services of the type
described in final Rule 2-01 (c)(4)(ii)(B)(information technology services) of
Regulation S-X to the Company's principal accountant during the most recent
fiscal year.

All Other Fees

The aggregate fees billed for all other non-audit services, including
fees for acquisition analysis and tax-related services, rendered by the
principal accountant during the most recent year, were approximately $19,500.
The Audit Committee has reviewed the non-audit services provided by the
principal accountants and determined that the provision of these services during
fiscal year 2001 is compatible with maintaining the principal accountants
independence.

PERFORMANCE GRAPH

The graph below presents the yearly percentage change in the
cumulative total stockholder returns for the Company's Common Stock (WTT)
compared with (i) the American Stock Exchange Market Value Index and (ii) a peer
group index of 64 companies selected on an industry basis. The graph assumes
that the value of the investment in the Company's Common Stock, the American
Stock Exchange Market Value Index and the peer group index each was $100 on
December 31, 1996 and that all dividends were reinvested. All of the indices
include only companies whose common stock has been registered under Section 12
of the Exchange Act, for at least the time frame set forth in the graph.

The total shareholder returns depicted in the graph are not
necessarily indicative of future performance. The Performance Graph and related
disclosure shall not be deemed to be incorporated by reference in any filing by
the Company under the Securities Act of 1933, as amended, or the Exchange Act,
except to the extent that the Company specifically incorporates the graph and
such disclosure by reference.

------------------------------FISCAL YEAR ENDING-------------------------
COMPANY/MARKET/INDEX 12/31/1996 12/31/1997 12/31/1998 12/31/1999 12/29/2000 12/31/2001
-------------------- ---------- ---------- ---------- ---------- ---------- ----------

WIRELESS TELECOM GROUP, INC. 100 62 19 32 19 29
SIC CODE INDEX 100 104 112 178 160 107
AMEX MARKET INDEX 100 120 119 148 146 139

<Page>

401(k) Profit Sharing Plan

The Company's 401(k) Profit Sharing Plan (the "PSP") is
qualified under Sections 401(a) and 401(k) of the Internal Revenue Code of 1986,
as amended (the "Code"). The effective date of the PSP is January 1, 1991. This
plan is administered under a Trust of which Mr. Edward J. Garcia, the Company's
Chief Executive Officer, President and Chairman of the Board, is the Trustee.
All employees of the Company, who are 21 years or older, including its executive
officers, are eligible to participate in the PSP after six months of employment
with the Company.

Under the PSP, participating employees have the right to elect
that their contributions to this plan be made from reductions from the
compensation owed to them by the Company, up to 15% of their compensation per
annum not to exceed $10,500 for 2001. In addition, the Company, at its
discretion, can make contributions to this plan of up to 6% of the participant's
annual compensation that will be allocated among them. Participating employees
are entitled to full distribution of their share of the Company's contribution
under this plan upon their death, total disability, when they reach Normal
Retirement Age (age 60) or when they reach Early Retirement Age (age 55). If
their employment is terminated earlier, their share of the Company's
contributions will depend upon their number of years of employment with the
Company.

All participating employees have the right to receive 100% of
their own contributions to the PSP upon any termination of employment. Apart
from the Company's and employees' contributions, they may receive investment
earnings relating to the funds in their account under this plan.

Benefits under the PSP are payable to eligible employees in a
single lump sum or in installments upon termination of their employment,
although in-service withdrawals are permitted under certain circumstances. If
more than 60% of its contributions are allocated to key employees, the Company
will be compelled to contribute 3% of their annual compensation to each
participating non-key employee's account for that year. If the Company
terminates this plan, participating employees are entitled to 100% of the
Company's contributions credited to their accounts. Contributions to the plan
for Fiscal 2001 and Fiscal 2000 aggregated $67,060 and $29,933, respectively.

Security Ownership of Certain Beneficial Owners:

The following table sets forth certain information regarding
the Company's Common Stock owned as of the Record Date by (i) each person who is
known by the Company to beneficially own more than 5% of its outstanding Common
Stock, (ii) each director and director nominee and Named Executive Officer, and
(iii) all officers and directors as a group without naming them. Except as
otherwise set forth below, the address of each such person is c/o Wireless
Telecom Group, Inc., E. 64 Midland Avenue, Paramus, New Jersey, 07652.
Beneficial ownership is determined in accordance with the rules of the SEC. In
computing the number of shares beneficially owned by a person and the percentage
ownership of that person, shares of common stock subject to options or warrants
held by that person that are currently exercisable or will become exercisable
within 60 days after the Record Date, are deemed outstanding; however, such
shares are not deemed outstanding for purposes of computing the ownership
percentage of any other person. Unless otherwise indicated in the footnotes
below, the persons and entities named in the table have sole voting and
investment power with respect to all shares beneficially owned, subject to
community property laws where applicable.

Amount and Nature of
Names and Addresses Beneficial Ownership (1) Percentage Owned(2)
- ------------------- ------------------------ -------------------

Edward J. Garcia (3) 341,333 2.0%

Demir Richard Eden (4) 85,000 *

<Page>

John Wilchek (5) 72,000 *

Franklin H. Blecher (6) 66,500 *

Henry Bachman (7) 49,000 *

Karabet "Gary" Simonyan (8) 20,000 *

Michael Manza 0 *

Marc Wolfsohn (9) 14,867 *

All officers and directors 648,700 3.7%
as a group (8 persons) (10)

FMR Corp. 1,413,900 8.2%
82 Devonshire Street
Boston, MA 02109 (11)

- ---------------------------
* Less than one percent.

(1) Except as otherwise set forth in the footnotes below, all shares are
beneficially owned, and the sole voting and investment power is held by the
persons named.
(2) Based upon 17,204,307 shares of Common Stock outstanding as of the Record
Date and 659 stockholders of record.
(3) Ownership consists of 75,000 shares of Common Stock and 266,333 shares of
Common Stock issuable upon the exercise of options exercisable within 60
days of the Record Date. Excludes an aggregate of 253,667 shares of Common
Stock issuable upon the exercise of options which are not exercisable
within 60 days of the Record Date.
(4) Ownership consists of 41,000 shares of Common Stock and 44,000 shares of
Common Stock issuable upon the exercise of options exercisable within 60
days of the Record Date. Excludes 40,000 shares of Common Stock issuable
upon the exercise of options not exercisable within 60 days of the Record
Date.
(5) Ownership consists of 12,000 shares of Common Stock and 60,000 shares of
Common Stock issuable upon the exercise of options exercisable within 60
days of the Record Date. Excludes 40,000 shares of Common Stock issuable
upon the exercise of options not exercisable within 60 days of the Record
Date.

(6) Ownership consists of 21,500 shares of Common Stock and
45,000 shares of Common Stock subject to options currently exercisable or
exercisable within 60 days of the Record Date. Excludes 40,000 shares of
Common Stock issuable upon the exercise of options not exercisable within
60 days of the Record Date.

(7) Ownership includes 1,000 shares of Common Stock and 48,000 shares of Common
Stock subject to options currently exercisable or exercisable within 60
days of the Record Date. Excludes 32,000 shares of Common Stock issuable
upon the exercise of options not exercisable within 60 days of the Record
Date.
(8) Ownership includes 20,000 shares of Common Stock.
(9) Ownership consists of 200 shares of Common Stock and 14,667 shares of
Common Stock subject to options currently exercisable or exercisable within
60 days of the Record Date. Excludes 45,333 shares of Common Stock issuable
upon the exercise of options not exercisable within 60 days of the Record
Date.
(10) Ownership consists of 175,700 shares of the Company's Common
Stock and 473,000 shares of Common Stock issuable upon the exercise of
options exercisable within 60 days of the Record Date. Excludes 451,000
shares of Common Stock issuable upon the exercise of options not
exercisable within 60 days of the Record Date.
(11) Based on information set forth in Schedule 13-G/A, dated December 31, 2001,
filed with the Commission on February 14, 2002.

<Page>

Director Compensation

Director Fees. Directors who are not employees of the Company are
compensated for their services according to a standard arrangement authorized by
a resolution of the Board of Directors. Such directors are paid a retainer
of $2,000 for each meeting of the Board of Directors attended by such director.

Director and Officer Liability

New Jersey's Business Corporation Act permits New Jersey
corporations to include in their certificates of incorporation a provision
eliminating or limiting the personal liability of directors and officers of the
corporation for damages arising from certain breaches of fiduciary duty. The
Company's Certificate of Incorporation includes a provision eliminating the
personal liability of directors and officers to the Company and its stockholders
for damages to the maximum extent permitted by New Jersey law, including
exculpation for acts of omissions in violation of directors' and officers'
fiduciary duties of care. Under current New Jersey law, liability is not
eliminated in the case of a breach of a director's or officer's duty of loyalty
(i.e., the duty to refrain from transactions involving improper conflicts of
interest) to the Company or its stockholders, the failure to act in good faith,
the knowing violation of law or the obtainment of an improper personal benefit.
The Company's Certificate of Incorporation does not have an effect on the
availability of equitable remedies (such as an injunction or rescissions) for
breach of fiduciary duty. However, as a practical matter, equitable remedies may
not be available in particular circumstances. The Company also has in effect
under a policy effective January 19, 2002, and expiring on April 1, 2003,
insurance covering all of its directors and officers against certain liabilities
and reimbursing the Company for obligations for which it occurs as a result of
its indemnification of such directors, officers and employees.

Stock Option Plans:

1995 Plan

Under the Company's 1995 Incentive Stock Option Plan (the
"Plan") options to purchase a maximum of 1,750,000 shares of Common Stock of the
Company may be granted to officers and other key employees of the Company.
Options granted under the Plan are intended to qualify as incentive stock
options as defined in the Internal Revenue Code (the "Code").

The Plan is administered by the Stock Option Committee which
is composed of two members of the Board up for election at the Meeting, Mr.
Edward J. Garcia, the Company's President, Chairman of the Board and Chief
Executive Officer; and Mr. Wilchek, a director. The purpose of the Plan is to
ensure the retention of existing personnel and key employees, to attract
experienced and competent individuals to the Company, to encourage proprietary
interest in the Company, and to provide additional incentive by permitting such
individuals to participate in the ownership of the Company. The criteria the
Stock Option Committee uses in granting options pursuant to the Plan is
consistent with these purposes.

Options granted under the Plan are exercisable for a period of
up to 10 years from the date of grant at an exercise price which is not less
than the fair market value of the Common Stock on the date of the grant, except
that the term of an incentive option granted under the Plan to a shareholder
owning more than 10% of the outstanding Common Stock may not exceed five years
and its exercise price may not be less than 110% of the fair market value of the
Common Stock on the date of the grant. The aggregate fair market value, as of
the date of grant, of the shares for which incentive options become exercisable
for the first time by an optionee during the calendar year may not exceed
$100,000.

Options granted under the Plan to officers or employees of the
Company may be exercised only while the optionee is employed or retained by the
Company or within 30 days of the date of termination of the employment
relationship. However, options which are exercisable at the time of termination
by reason of death or permanent disability of the optionee may be exercised
within three (3) months of the date of termination of the employment
relationship. Upon the exercise of an option, payment may be made by cash or by
any other means that the Stock Option Committee determines. No option may be
granted under the Plan after February 19, 2005 on which date the Plan will
expire. Options may be granted only to such employees and officers of the
Company as the Stock Option Committee shall select from time to time in its sole
discretion, provided that only employees of the Company shall be eligible to
receive incentive options.

<Page>

The Stock Option Committee will, in its discretion, determine
(subject to the terms of the Plan) who will be granted options, the time or
times at which options shall be granted, and the number of shares subject to
each option and the manner in which options may be exercised. In making such
determination, consideration may be given to the value of the services rendered
by the respective individuals, their present and potential contributions to the
success of the Company and such other factors deemed relevant in accomplishing
the purpose of the Plan.

Under the Plan, the optionee has none of the rights of a
shareholder with respect to the shares issuable upon the exercise of the option
until such shares shall be issued upon such exercise. No adjustment shall be
made for dividends or distributions or other rights for which the record date is
prior to the date of exercise, except as provided in the Plan. During the
lifetime of the optionee, an option shall be exercisable only by the optionee.
No option may be sold, pledged, assigned, hypothecated, transferred or disposed
of in any manner other than by will or by the laws of decent and distribution.

The Board of Directors may amend or terminate the Plan except
that shareholder approval is required to effect a change so as to increase the
aggregate number of shares that may be issued under the Plan (unless adjusted to
reflect such changes as a result of a stock dividend, stock split,
recapitalization, merger or consolidation of the Company), to modify the
requirements as to eligibility to receive options, to increase materially the
benefits accruing to participants or as otherwise may be required by Rule 16b-3,
Section 422 or Section 162(m) of the Code. No action taken by the Board may
materially and adversely affect any outstanding option grant without the consent
of the optionee.

Federal Tax Consequences:

Under current tax law, there are no Federal income tax
consequences to either the employee or the Company on the grant of incentive
options if granted under the terms set forth in the Plan. Incentive option
holders incur no regular Federal income tax liability at the time of grant or
upon exercise of such option, assuming that the optionee was an employee of the
Company from the date the option was granted until 90 days before such exercise.
However, upon exercise, the Spread must be added to regular Federal taxable
income in computing the optionee's "alternative minimum tax" liability. An
optionee's basis in the shares received on exercise of an incentive stock option
will be the option price of such shares for regular income tax purposes. No
deduction is allowable to the Company for Federal income tax purposes in
connection with the grant or exercise of such option.

If the holder of shares acquired through exercise of an
incentive option sells such shares within two years of the date of grant of such
option or within one year from the date of exercise of such option (a
"Disqualifying Disposition"), the optionee will realize income taxable at
ordinary rates. Ordinary income is reportable during the year of such sale equal
to the difference between the option price and the fair market value of the
shares at the date the option is exercised, but the amount includable as
ordinary income shall not exceed the excess, if any, of the proceeds of such
sale over the option price. In addition to ordinary income, a Disqualifying
Disposition may result in taxable income subject to capital gains treatment if
the sales proceeds exceed the optionee's basis in the shares (i.e., the option
price plus the amount includable as ordinary income). The amount of the
optionee's taxable ordinary income will be deductible by the Company in the year
of the Disqualifying Disposition.

At the time of sale of shares received upon exercise of an
option (other than a Disqualifying Disposition of shares received upon the
exercise of an incentive option), any gain or loss is long-term or short-term
capital gain or loss, depending upon the holding period.

The foregoing is not intended to be an exhaustive analysis of
the tax consequences relating to stock options issued under the Plan. For
instance, the treatment of options under state and local tax laws, which is not
described above, may differ from the treatment for Federal income tax purposes.

2000 Plan

The 2000 Plan provides that options granted under such plan at the
discretion of the Committee may become exercisable in such number of cumulative
installments as the Committee may establish; provided, however, no option may be
exercisable until at least six months and one day from the date of grant.
However, in the case of Incentive Stock Options ("ISOs"), the exercise price
shall be no less than the fair market value of the Company's Common Stock on the
date of grant (110% in the case of stockholders owning more than 10% of the
Company's voting securities), and shall expire no later than the tenth (10th)
anniversary of the date of grant (the fifth (5th) anniversary in the case of
stockholders owning more than

<Page>

10% of the Company's voting securities). Generally, ISOs, to the extent such
options are vested, may be exercised within a period of (i) ninety (90) days in
the event an optionee ceases to be an employee of the Company, (ii) three (3)
months if the optionee dies while in the employ of the Company and (iii) one (1)
year if the optionee becomes disabled within the meaning of Section 22(e)(3) of
the Code. Generally, Non-Qualified Stock Options ("NQSOs"), to the extent such
options are vested, will expire immediately upon the termination of the
optionee's employment with the Company; provided, however, such termination is
for cause or is otherwise attributable to a breach by the optionee of an
employment or confidentiality or not-disclosure agreement. Notwithstanding, an
NQSO, to the extent such options are vested, will be exercisable within a period
of (i) three (3) months if the optionee dies while in the employ of the Company
and (ii) one (1) year if the optionee becomes disabled within the meaning of
Section 22(e)(3) of the Code. Pursuant to the 2000 Plan and in compliance with
the Code, to the extent that the aggregate fair market value, determined by the
date or dates of grant, for which ISOs are first exercisable by an optionee
during any calendar year exceeds $100,000, such options shall be treated as
NQSOs.

Federal Tax Consequences

The following is a summary of the U.S. federal income tax consequences
that generally will arise with respect to options granted pursuant to the 2000
Plan and with respect to the shares of Common Stock of the Company issuable upon
the exercise thereof.

ISOs.

In general, an optionee will not recognize regular income upon the
grant or exercise of an ISO. The basis of shares transferred to an optionee
pursuant to the exercise of an ISO is the price paid for such shares (i.e., the
exercise price). Instead, an optionee will recognize taxable income upon the
sale of Common Stock issuable upon the exercise of an ISO. Notwithstanding, the
exercise of an ISO may subject the optionee to the alternative minimum tax.

In general, the tax consequences of selling Common Stock issuable upon
the exercise of an ISO will vary with the length of time that the optionee holds
such Common Stock prior to such sale. An optionee will recognize long-term
capital gain or loss equal to the difference between the sale price of the
Common Stock and the exercise price if the optionee sells the Common Stock after
having had owned it for at least (i) two (2) years from the date the option was
granted (the "Grant Date") and (ii) one (1) year from the date the option was
exercised (the "Exercise Date").

However, an optionee will recognize ordinary compensation income and
capital gain (if the sale price is greater than exercise price) or loss (if the
sale price is less than the exercise price), if the optionee sells the Common
Stock issuable upon the exercise of an ISO prior to having had owned it for less
than (i) two (2) years from the Grant Date and (ii) one (1) year from the
Exercise Date. The capital gain or loss will be treated as long-term capital
gain or loss if the optionee has held the Common Stock for more than one (1)
year prior to the date of sale.

NQSOs.

As in the case of ISOs, an optionee will recognize no income tax upon
the grant of an NQSO. Unlike an ISO, however, an optionee exercising an NQSO
will recognize ordinary income tax equal to the excess of the fair market value
of the Company's Common Stock on the Exercise Date over the exercise price.

With respect to the Common Stock issuable upon the exercise of an NQSO,
a optionee generally will have a tax basis equal to the fair market value of the
stock on the Exercise Date. Upon the subsequent sale of Common Stock issuable
upon the exercise of an NQSO, an optionee will recognize a capital gain or loss,
assuming the stock was a capital asset in the optionee's hands, equal to the
difference between the tax basis of the Common Stock and the amount realized
upon disposition; provided, however, that the optionee has owned the Common
Stock for a period of one (1) year.

Tax Consequences to the Company

The grant of ISOs and NQSOs under the 2000 Plan will have no tax
consequences to the Company. Furthermore, in the case of ISOs, the Company will
not experience any tax consequences relating to the exercise of ISOs granted
under the 2000 Plan nor the exercise thereof. Notwithstanding, the Company
generally will be entitled to a business-expense

<Page>

deduction with respect to any ordinary compensation income, including a
Disqualifying Disposition or a Section 83(b) Election, upon the exercise of an
NQSO; provided, however, that such deduction will be subject to the limitation
of Section 162(m) promulgated under the Code.

Relationship with Independent Public Accountants

Lazar Levine & Felix, LLP has been our independent auditors
since 1991, and the Board of Directors desires to continue to engage the
services of this firm for the fiscal year ending December 31, 2002. Accordingly,
the Board of Directors, upon the recommendation of the Audit Committee, has
reappointed Lazar Levine & Felix LLP to audit the Company and its subsidiaries
financial statements for fiscal year 2002 and to report on these financial
statements.

Representatives of Lazar Levine & Felix LLP are expected to be
present at the annual meeting and will have the opportunity to make statements
if they so desire and to respond to appropriate questions from our stockholders.

OTHER MATTERS

The Management of the Company does not know of any matters
other than those stated in the Proxy Statement which are to be presented for
action at the Meeting. If any other matters should properly come before the
Meeting, it is intended that proxies in the accompanying form will be voted on
any such matters in accordance with the judgment of the persons voting such
proxies. Discretionary authority to vote on such matters is conferred by such
proxies upon the persons voting them.

The Company will bear the cost of preparing, assembling and
mailing the Proxy, Proxy Statement and other material which may be sent to the
stockholders in connection with this solicitation. In addition to the
solicitation of proxies by use of the mails, officers and regular employees may
solicit the return of proxies. The Company may reimburse persons holding stock
in their names or in the names of other nominees for their expense in sending
proxies and proxy material to principals. Proxies may be solicited by mail,
personal interview, telephone and fax.

The Company will provide without charge to each person being
solicited by this Proxy Statement, on the written request of any such person, a
copy of the Annual Report of the Company on Form 10-K for the year ended
December 31, 2001 as filed with the Commission, including the financial
statements, notes and schedules thereto. All such requests should be directed
to: Ms. Reed E. DuBow, Secretary, Wireless Telecom Group, Inc., East 64 Midland
Avenue, Paramus, New Jersey 07652.

HOUSEHOLDING ELECTION
IMPORTANT NOTICE MULTIPLE COPIES OF MAILINGS TO HOUSEHOLD

In December 2000, the SEC enacted a new rule that allows
multiple stockholders residing at the same address the convenience of receiving
a single copy of proxy and information statements, annual reports and
prospectuses if they consent to do so. This is known as "Householding." This
will allow us to save money by reducing the number of documents we must print
and mail, and will help protect the environment as well. Please note that if you
do not respond, Householding will start 60 days after the mailing of this
notice. We will allow Householding only upon certain conditions.
Some of those conditions are:

o The Company agrees to have its documents Householded
o You agree to or do not object to the Householding of your
materials,
o You have the same last name and exact address as
another stockholder(s),
o Consistency with your Broker's or Bank's practices.

If all of these conditions are met, and SEC regulations allow,
your household will receive a single copy of proxy and information statements,
annual reports and prospectuses. The HOUSEHOLDING ELECTION (HH), which may
appear on the accompanying proxy card, is not a Company proposal. If you wish to
participate in Householding, please indicate "FOR" on the enclosed proxy card
and Householding will begin immediately. If you do not wish to participate in
the Householding of customer communications, please indicate "AGAINST" or call
the number listed on the proxy card.

<Page>

You may receive this notice in other mailings until all
issuer mailings are completed. Please disregard this notice unless the
HOUSEHOLDING ELECTION appears at the bottom of the accompanying Proxy Card.

Your affirmative or implied consent to Householding will
remain in effect until you revoke it by calling the telephone number listed in
the HOUSEHOLDING ELECTION paragraph. If you revoke your Householding election,
each primary account holder will begin receiving individual copies within 30
days of your revocation.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Exchange Act requires the Company's
executive officers, directors and persons who beneficially own more than 10% of
a registered class of the Company's equity securities to file with the SEC
initial reports of ownership and reports of changes in ownership of Common Stock
and other equity securities of the Company. Such executive officers, directors
and greater than 10% beneficial owners are required by regulation to furnish the
Company with copies of all Section 16(a) forms filed by such reporting persons
with the Commission.

Based solely upon the Company's review of such forms furnished
to the Company and written representations from certain reporting persons, the
Company believes that the Company's executive officers, directors and greater
than 10% beneficial owners have complied with all applicable filing
requirements.

STOCKHOLDER PROPOSALS TO BE PRESENTED
AT THE NEXT ANNUAL MEETING

Stockholder Proposals. Proposals of stockholders intended to be
presented at the Company's 2003 Annual Stockholder Meeting (i) must be received
by the Company at its offices no later than February 14, 2003, 90 days preceding
the one year anniversary of the Mailing Date, (ii) may not exceed 500 words and
(iii) must otherwise satisfy the conditions established by the Commission for
stockholder proposals to be included in the Company's Proxy Statement for that
meeting.

Discretionary Proposals. Stockholders intending to commence their own
proxy solicitations and present proposals from the floor of the 2003 Annual
Stockholder Meeting in compliance with Rule 14a-4 promulgated under the Exchange
Act must notify the Company before April 17, 2003, 30 days preceding the one
year anniversary of the Mailing Date, of such intentions. After such date, the
Company's proxy in connection with the 2003 Annual Stockholder Meeting may
confer discretionary authority on the Board to vote.

By Order of the Board of Directors,

Reed E. DuBow
Secretary

Dated: May 17, 2002

<Page>

Appendix 1

PROXY
WIRELESS TELECOM GROUP, INC.
EAST 64 MIDLAND AVENUE, PARAMUS, NEW JERSEY 07652

This Proxy is Solicited on Behalf of the Board of Directors
of Wireless Telecom Group, Inc.

The undersigned hereby appoints Messrs. Edward J. Garcia and
Demir Richard Eden as Proxies, each with the power to appoint his substitute,
and hereby authorizes them to represent and vote, as designated below, all the
shares of the Common Stock of Wireless Telecom Group, Inc. held of record by the
undersigned on April 30, 2002, at the Annual Meeting of Stockholders to be held
on Friday, June 28, 2002 or any adjournment thereof. The undersigned hereby
revokes any proxy previously given with respect to such shares.

Shares represented by this proxy will be voted as directed by
the stockholder. If no such directions are indicated, the proxies will have
authority to vote FOR the nominees for directors and FOR the proposal.

The undersigned acknowledges receipt of the Notice of Annual Meeting of
Stockholders and the accompanying Proxy Statement.

1. Election of each EDWARD J. GARCIA, JOHN WILCHEK, DEMIR RICHARD EDEN,
FRANKLIN H. BLECHER HENRY L. BACHMAN, KARABET SIMONYAN and MICHAEL
MANZA as directors,

FOR all seven nominees listed (except as marked to the
contrary above): [ ]

WITHHOLD AUTHORITY: [ ] (Instruction: To withhold authority to
vote for any of the nominees strike a line through the nominee's
name in the list above)

2. In their discretion, the Proxies are authorized to vote upon such other
business as may properly come before the Meeting. This proxy when
properly executed will be voted in the manner directed herein by the
undersigned stockholder. If no direction is made, this proxy will be
voted FOR Proposal 1.

CONSENT/HOUSEHOLDING ELECTION

(HH) Mark "FOR" to enroll this account to receive certain
future shareholder communications in a single package per household. Mark
"AGAINST" if you do not want to participate. To change your election in the
future, call Reed DuBow, Secretary, Wireless Telecom Group, Inc. at
201-261-8797. See "HouseHolding Election".

FOR HouseHolding Election: [ ]

AGAINST HouseHolding Election: [ ]

PLEASE SIGN EXACTLY AS NAME APPEARS BELOW. WHEN SHARES ARE
HELD BY JOINT TENANTS, BOTH SHOULD SIGN.

Dated: ________________________________________________, 2002

Signature: ___________________________________________

Signature if held jointly: ___________________________

When signing as attorney, as executor, as administrator,
trustee or guardian, please give full title as such. If a corporation, please
sign in full corporate name by President or other authorized officer. If a
partnership, please sign in partnership name by authorized person.