<PAGE>

     As filed with the Securities and Exchange Commission on April 30, 2001.
                                                           (File No. 333-______)
================================================================================


                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

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


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

<TABLE>

        <S>                                            <C>
                 New Jersey                               22-2582295
        (State or other jurisdiction                   (I.R.S. Employer
     of incorporation or organization)                Identification No.)
</TABLE>

                 E. 64 Midland Avenue, Paramus, New Jersey 07652
           (Address of principal executive offices including zip code)

                             2000 Stock Option Plan
                            (Full title of the plan)

                                Edward J. Garcia
                        c/o Wireless Telecom Group, Inc.
                              E. 64 Midland Avenue
                            Paramus, New Jersey 07652
                     (Name and address of agent for service)

                                 (201) 261-8797
          (Telephone number, including area code, of agent for service)

                                    Copy to:

                              Robert H. Cohen, Esq.
                     Morrison Cohen Singer & Weinstein, LLP
                         750 Lexington Avenue, 8th Floor
                               New York, NY 10022

================================================================================




<PAGE>



                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------------------------
                                                      Proposed Maximum          Proposed Maximum
   Titles of Securities          Amount to            Offering Price           Aggregate Offering             Amount of
     to be Registered       be Registered(1)(2)          Per Share                  Price(3)             Registration Fee(3)
   --------------------     -------------------          ---------                  ---------            -------------------
<S>                           <C>                          <C>                     <C>                        <C>
 Common Stock, par value      1,500,000 shares             $2.30                   $3,450,000                 $862.50
      $.01 per share
----------------------------------------------------------------------------------------------------------------------------
</TABLE>

(1)  Shares of common stock, par value $.01 per share ("Common Stock") issuable
     upon the exercise of options granted under the Wireless Telecom Group, Inc.
     2000 Stock Option Plan.

(2)  Pursuant to Rule 416, there are also being registered an indeterminate
     number of shares of Common Stock as may become issuable to prevent
     dilution, stock splits, stock dividends or other similar transactions.

(3)  Estimated pursuant to Rule 457(c) and (h) solely for the purpose of
     calculating the registration fee, based upon the average of the high and
     low sales prices of the Registrant's Common Stock as reported on the
     American Stock Exchange on April 27, 2001 and a registration fee rate of
     .000250.





<PAGE>



                                     PART I
              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

Item 1. Plan Information.*

Item 2. Registrant Information and Employee Plan Annual Information.*

         * Note: The document(s) containing the employee benefit plan
information required by Item 1 of this Form and the statement of availability of
registrant information, employee benefit plan annual reports and other
information required by Item 2 of this Form will be sent or given to
participants as specified by Rule 428. In accordance with Rule 428 and the
requirements of Part I of Form S-8, such documents are not being filed with the
Securities and Exchange Commission (the "Commission") either as part of this
Registration Statement or as prospectuses or prospectus supplements pursuant to
Rule 424. The Registrant shall maintain a file of such documents in accordance
with the provisions of Rule 428. Upon request, the Registrant shall furnish to
the Commission or its staff a copy or copies of all of the documents included in
such file.

                                Explanatory Note

         We have prepared this Registration Statement in accordance with the
requirements of Form S-8 under the Securities Act of 1933, as amended, (the
"Securities Act") to register 1,500,000 shares of common stock, par value $.01
per share ("Common Stock"), (including additional shares that may be reissued or
offered as a result of stock splits, stock dividends or similar transactions
relating to these shares) which we have reserved for issuance upon exercise of
stock options granted under the Wireless Telecom Group, Inc. 2000 Stock Option
Plan (the "Plan").

         This registration statement also registers reoffers and resales of
120,000 shares of Common Stock issuable upon the exercise of options granted
under the Plan and acquired by selling stockholders who may be deemed
"affiliates" (as such term is defined in Rule 405 under the Securities Act) of
the Company. These securities may be reoffered and resold on a continuous or
delayed basis in the future under Rule 415 the Securities Act.

         This registration statement contains two parts. The first part contains
a "reoffer prospectus" prepared in accordance with Part I of Form S-3 under the
Securities Act. The second part contains information required in the
registration statement pursuant to Part II of Form S-8.




<PAGE>



                               REOFFER PROSPECTUS
                                 120,000 Shares

                          WIRELESS TELECOM GROUP, INC.
                          Common Stock, $.01 par value

         This Prospectus relates to the public offering and sale by certain
shareholders (the "Selling Shareholders") of up to 120,000 shares of common
stock, par value $.01 per share, which the Selling Shareholders have acquired
under the Wireless Telecom Group, Inc. 2000 Stock Option Plan.

         The prices at which the Selling Shareholders may sell the shares will
be determined by the prevailing market price for the shares or in negotiated
transactions. We will not receive any proceeds from the sale of the shares.

         Our common stock is listed on the American Stock Exchange under the
symbol "WTT".

         This investment involves risk. See "Risk Factors" beginning at page 4

         Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or passed upon the
adequacy or accuracy of this Prospectus. Any representation to the contrary is a
criminal offense.

                The date of this Prospectus is April 30, 2001





<PAGE>



                                TABLE OF CONTENTS

Where You Can Find More Information.........................................1
Prospectus Summary..........................................................2
The Offering................................................................3
Risk Factors................................................................4
Use of Proceeds.............................................................7
Dilution....................................................................7
Plan of Distribution........................................................7
Selling Shareholders.......................................................10
Legal Matters..............................................................11
Experts....................................................................11





<PAGE>



                       WHERE YOU CAN FIND MORE INFORMATION

         We are a public company. We file annual, quarterly and special reports,
proxy statements and other information with the SEC. You may read and copy any
document we file with the SEC at the SEC's public reference rooms in Washington,
D.C., New York, New York and Chicago, Illinois. Please call the SEC at
1-800-SEC-0330 for further information on the public reference rooms. Our SEC
filings are also available to the public at the SEC's web site at
http://www.sec.gov.

         The SEC allows us to "incorporate by reference" the information we file
with them, which means that we can disclose important information to you by
referring you to those documents. The information incorporated by reference is
considered to be part of this prospectus, and later information that we file
with the SEC will automatically update and supersede this information. We
incorporate by reference the documents listed below and any future filings made
with the SEC under Section 13(a), 13(c), 14, or 15(d) of the Securities Exchange
Act of 1934 until the Selling Shareholders sell all of their shares of common
stock. This prospectus is part of a registration statement we filed with the
SEC.

         1.    Annual Report on Form 10-K, for the fiscal year ended December
               31, 2000; and

         2.    The description of the Registrant's Common Stock contained in its
               Registration Statement on Form S-4/A dated June 13, 2000.

         You may request a copy of these filings, at no cost, by oral request or
by writing to us at the following address:

                          Wireless Telecom Group, Inc.
                             East 64 Midland Avenue
                            Paramus, New Jersey 07652
                                 (201) 261-8797

         You should rely only on the information incorporated by reference or
provided in this prospectus or any supplement. We have not authorized anyone
else to provide you with different information. The Selling Shareholders will
not make an offer of these shares of common stock in any state where the offer
is not permitted. You should not assume that the information in this prospectus
or any supplement is accurate as of any date other than the date on the front of
those documents.

                                       1




<PAGE>


                               PROSPECTUS SUMMARY

         This summary highlights information contained elsewhere in this
prospectus. This summary is not complete and may not contain all of the
information that you should consider before investing in the securities. You
should read the entire prospectus carefully. Unless we otherwise say so, when we
discuss our outstanding securities, we exclude all of our shares of common stock
issuable upon the exercise of currently outstanding warrants and options and the
conversion of our convertible securities.

The Company

         Wireless Telecom Group, Inc., a New Jersey corporation (the "Company"
or "Wireless"), develops, manufactures and markets a wide variety of electronic
noise sources and electronic testing and measuring instruments including power
meters, voltmeters and modulation meters. The Company's products have
historically been primarily used to test the performance and capability of
cellular/PCS and satellite communications systems, and to measure the power of
RF and microwave systems. Other applications include radio, radar, wireless
local area network (WLAN) and digital television.

         On July 7, 2000, a newly formed, wholly-owned subsidiary of the
Company, WTT Acquisition Corp., merged with and into Boonton, a public entity.
Each share of Boonton common stock was converted into .79 shares of the
Company's common stock with aggregated consideration totaling 1,885,713 shares
of Wireless common stock. The merger was accounted for as a pooling of interests
and accordingly, all periods prior to the merger have been restated to include
the results of operations, financial position and cash flows of Boonton.

                                       2




<PAGE>



                                  THE OFFERING

<TABLE>
<S>                                             <C>
Securities Offered..............................120,000 shares of common stock acquired or to be
                                                acquired by the Selling Shareholders upon the exercise
                                                of options granted to them under our 2000 Stock Option
                                                Plan. See "Selling Shareholders" and "Plan of Distribution."

Common Stock outstanding as of
April 30, 2001..................................17,835,977



Risk Factors....................................The securities offered hereby involve a high
                                                degree of risk. Only investors who can bear the
                                                loss of their entire investment should invest.
                                                See "Risk Factors."

Use of Proceeds.................................We will not receive any of the proceeds when the
                                                Selling Shareholders sell their shares of common
                                                stock. We may, however, receive proceeds when
                                                such Selling Shareholders exercise their options
                                                to purchase our common stock. See "Use of
                                                Proceeds."

Dividend Policy.................................We currently intend to retain all future earnings to
                                                fund the development and growth of our business.
                                                We do not anticipate paying cash dividends.

American Stock Exchange Symbol.................."WTT"

</TABLE>


                                       3








<PAGE>



                                  RISK FACTORS

         The following risk factors, in addition to the other information
contained in this prospectus, should be considered carefully by the shareholders
before making an investment decision. The ownership of Wireless common stock
involves risks, including those described below, which could adversely affect
the value of Wireless common stock. The risks described below are not the only
risks facing Wireless. Additional risks not presently known to us or that we
currently deem immaterial may also impair our business operations. Our business,
financial condition or results of operations could be materially adversely
affected by any of these risks. The trading price of our common stock could
decline due to any of these risks, and you may lose all or part of your
investment.

         This Prospectus also contains forward-looking statements that involve
risks and uncertainties. Our actual results could differ materially from those
anticipated in these forward-looking statements as a result of certain factors,
including the risks faced by us described below and elsewhere in this
Prospectus.

Risks of Wireless Business

Wireless Faces Aggressive Competition And Rapid Technological Change In The
Information Services And Technology Marketplace

         Wireless operates in an industry characterized by aggressive
competition, rapid technological change, evolving technology standards and short
product life cycles. Wireless competes against many companies that utilize
similar technology to that of Wireless, some of which are larger and have
substantially greater resources and expertise in financial, technical and
marketing areas than Wireless. Some of these companies are Agilent Technologies
(formerly Hewlett-Packard), IFR, Rhode and Schwarz, and Anritsu. Wireless
competes by having a niche in several product areas where it capitalizes on its
expertise in manufacturing products with unique specifications. Failure by
Wireless to respond to changing technologies, customer needs and industry
standards could have material adverse consequences to its business and results
of operations. Future operating results of Wireless will depend on the ability
of Wireless to:

         o  design, develop, introduce, deliver or obtain new and innovative
            products and services on a timely and cost-effective basis;

         o  mitigate the effects of competitive pressures and volatility in the
            information services and wireless telecommunications market on
            revenues, pricing and margins;

         o  effectively manage the shift of its business mix; and

         o  attract and retain highly skilled personnel.

Failure By Wireless To Manage Growth Effectively Could Adversely Affect Its
Business

         Current expansion plans of Wireless may place a significant strain on
its personnel and management resources and financial and management control
systems. Personnel, management resources and Wireless management and financial
control systems may not be adequate to address future expansion of its business
and operations. Failure by Wireless to maintain adequate


                                       4




<PAGE>



personnel and management resources or to upgrade its operating, management and
financial control systems or any difficulties encountered during such upgrades
could adversely affect its business. The success of Wireless' expansion plans
will depend in part on its ability to expand personnel and management resources
and to improve its management and financial control systems. Wireless may not be
successful in any of these regards.

Wireless Acquisition Strategy May Adversely Affect Its Financial Condition And
Performance

         Wireless continues to look for opportunities to acquire businesses and
product lines. To that end, Wireless has had, and continues to have, discussions
with acquisition candidates. The level of this activity will vary from time to
time depending on the type of acquisition candidates Wireless identifies.

         Acquiring additional businesses and product lines may require
additional capital and may have a significant impact on the financial position
and results of operations of Wireless. Acquisitions made with Wireless stock
could dilute existing shareholders. Wireless cannot assure the Selling
Stockholders that it will be successful in identifying acceptable acquisition
candidates or that any acquired operations will be profitable or will be
successfully integrated or that any such future acquisitions will not materially
and adversely affect its business, financial condition and results of
operations.

         The ability of Wireless to accomplish its strategy will depend upon a
number of factors including, among other things, Wireless' ability to identify
acceptable acquisition candidates, to acquire the necessary funds for such
acquisitions, to consummate such acquisitions on terms favorable to it and to
promptly and profitably integrate the acquired operations into its operations.

         Opportunities for growth through acquisitions, future operating results
and the success of acquisitions may be subject to the effects of, and changes
in, United States and foreign trade and monetary policies, laws and regulations,
political and economic developments, inflation rates, and the effect of taxes
and operating conditions.

Wireless Preferred Stock Could Delay, Deter Or Prevent A Change In Control

         Although Wireless does not expect to issue Preferred Stock in the
foreseeable future, its Preferred Stock could be used to delay, defer or prevent
a change in control or be used to resist takeover offers opposed by management.
Under some circumstances, Wireless' Board of Directors could create impediments
to or frustrate persons seeking to effect a takeover or otherwise gain control
of Wireless by causing shares of Preferred Stock with voting or conversion
rights to be issued to a holder or holders who might side with its Board of
Directors in opposing a takeover bid that the Board of Directors determines to
be not in the best interest of Wireless and its stockholders.

Maintenance Of Listing On Amex

         Wireless common stock is listed on the American Stock Exchange (the
AMEX), and Wireless is subject to the AMEX's maintenance requirements. Wireless'
failure to meet the AMEX's maintenance requirements may result in a delisting of
the common stock. Wireless cannot assure you that its common stock will not be
delisted by the AMEX. The determination by the AMEX to delist a company is not
based on a precise mathematical formula, but rather on a review of all relevant
facts and circumstances in light of the AMEX's policies. The AMEX will normally
consider delisting a company which:


                                       5




<PAGE>


         o  has stockholders' equity of less than $2,000,000 if such company has
            sustained losses from continuing operations and/or net losses in two
            of its three most recent fiscal years; or

         o  has sustained losses which are so substantial to its overall
            operations or its existing financial resources, or its financial
            condition has become so impaired that it appears questionable, in
            the opinion of the AMEX, as to whether such company will be able to
            continue operations and/or meet its obligations as they mature.

Wireless Stock Price Has Been Volatile

         Wireless cannot assure you of the prices at which its common stock will
trade. The market prices for securities of companies such as Wireless
historically have been highly volatile. From January 1, 1999 to April 30, 2001,
the market price of Wireless common stock has ranged from a high of $9.88 per
share, to a low of $1.50 per share. The following factors may have a significant
impact on the market price of the common stock:

         o  announcements of technological innovations or new commercial
            products by

         o  regulatory developments; Wireless or its competitors;

         o  disputes concerning patent or proprietary rights; and

         o  economic and other external factors, as well as period-to-period
            fluctuations in financial results.


                                       6




<PAGE>


                                 USE OF PROCEEDS

         We will not receive any proceeds when the Selling Stockholders sell
their common stock to others. However, we may receive proceeds when the Selling
Stockholders exercise their options to acquire such common stock. We intend to
contribute such proceeds to working capital and to use such proceeds for general
corporate purposes.

                                    DILUTION

         Because our Selling Stockholders will offer and sell the common stock
covered by this Prospectus at various times at prices and at terms then
prevailing or at prices related to the then current market price or in
negotiated transactions, we have not included in this Prospectus information
about the dilution (if any) to the public arising from these sales.

                              PLAN OF DISTRIBUTION

         Wireless is registering 120,000 shares on behalf of the Selling
Stockholders. All of the shares were originally issued by Wireless pursuant to
employee benefit plans. The Selling Stockholders named in the table below or
pledgees, donees, transferees or other successors-in-interest selling shares
received from a named selling Stockholder as a gift, partnership distribution or
other non-sale-related transfer after the date of this Prospectus may sell the
shares from time to time. The Selling Stockholders will act independently of
Wireless in making decisions with respect to the timing, manner and size of each
sale. The sales may be made on one or more exchanges or otherwise, at prices and
at terms then prevailing or at prices related to the then current market price,
or in negotiated transactions. The Selling Stockholders may effect such
transactions by selling the shares to or through broker-dealers or directly to
purchasers (in the event of a private sale). The shares may be sold by one or
more of, or a combination of, the following:

         o  a block trade in which the broker-dealer so engaged will attempt to
            sell the shares as agent but may position and resell a portion of
            the block as principal to facilitate the transaction;

         o  purchases by a broker-dealer as principal and resale by such
            broker-dealer for its account pursuant to this Prospectus;

         o  ordinary brokerage transactions and transactions in which the broker
            solicits purchasers; and

         o  in privately negotiated transactions.

         To the extent required, this Prospectus may be amended or supplemented
from time to time to describe a specific plan of distribution. In effecting
sales, broker-dealers engaged by the Selling Stockholders may arrange for other
broker- dealers to participate in the resales.

         The Selling Stockholders may enter into hedging transactions with
broker-dealers in connection with distributions of the shares or otherwise. In
such transactions, broker-dealers may engage in short sales of the shares in the
course of hedging the positions they assume with Selling Stockholders. The
Selling Stockholders may also sell shares short and redeliver the shares to
close out such short positions. The Selling Stockholders may enter into option
or other transactions with broker-dealers which require the delivery to the
broker-dealer of the shares. The broker-dealer may then resell or otherwise
transfer such shares pursuant to this Prospectus.


                                       7




<PAGE>


The Selling Stockholders also may loan or pledge the shares to a broker-dealer.
The broker-dealer may sell the shares so loaned, or upon a default the
broker-dealer may sell the pledged shares pursuant to this Prospectus.

         Broker-dealers or agents may receive compensation in the form of
commissions, discounts or concessions from Selling Stockholders. Broker-dealers
or agents may also receive compensation from the purchasers of the shares for
whom they act as agents or to whom they sell as principals, or both. Usual and
customary brokerage fees will be paid by the Selling Stockholders.
Broker-dealers or agents and any other participating broker-dealers or the
Selling Stockholders may be deemed to be "underwriters" within the meaning of
Section 2(11) of the Securities Act in connection with sales of the shares.
Accordingly, any such commission, discount or concession received by them and
any profit on the resale of the shares purchased by them may be deemed to be
underwriting discounts or commissions under the Securities Act. Because Selling
Stockholders may be deemed to be "underwriters" within the meaning of Section
2(11) of the Securities Act, the Selling Stockholders will be subject to the
prospectus delivery requirements of the Securities Act. In addition, any
securities covered by this Prospectus which qualify for sale pursuant to Rule
144 promulgated under the Securities Act may be sold under Rule 144 rather than
pursuant to this Prospectus. The Selling Stockholders have advised Wireless that
they have not entered into agreements, understandings or arrangements with any
underwriters or broker-dealers regarding the sale of their securities. There is
no underwriter or coordinating broker acting in connection with the proposed
sale of shares by Selling Stockholders.

         The shares will be sold only through registered or licensed brokers or
dealers if required under applicable state securities laws. In addition, in
certain states the shares may not be sold unless they have been registered or
qualified for sale in the applicable state or an exemption from the registration
or qualification requirement is available and is complied with.

         Under applicable rules and regulations under the Exchange Act, any
person engaged in the distribution of the shares may not simultaneously engage
in market making activities with respect to our common stock for a specified
period prior to the commencement of such distribution. In addition, each Selling
Stockholder will be subject to applicable provisions of the Exchange Act and the
associated rules and regulations under the Exchange Act, including Regulation M,
which provisions may limit the timing of purchases and sales of shares of our
common stock by the Selling Stockholders. Wireless will make copies of this
Prospectus available to the Selling Stockholders and has informed them of the
need for delivery of copies of this Prospectus to purchasers at or prior to the
time of any sale of the shares.

         Wireless will file a supplement to this Prospectus, if required,
pursuant to Rule 424(b) under the Securities Act upon being notified by a
Selling Stockholder that any material arrangement has been entered into with a
broker-dealer for the sale of shares through a block trade, special offering,
exchange distribution or secondary distribution or a purchase by a broker or
dealer. Such supplement will disclose:

         o  the name of each such Selling Stockholder and of the participating,

         o  broker-dealer(s),

         o  the number of shares involved,

         o  the price at which such shares were sold,


                                       8




<PAGE>


         o  the commissions paid or discounts or concessions allowed to such
            broker-dealer(s), where applicable,

         o  that such broker-dealer(s) did not conduct any investigation to
            verify,

         o  the information set out or incorporated by reference in this
            Prospectus, and

         o  other facts material to the transaction.

         Wireless will bear all costs, expenses and fees in connection with the
registration of the shares. The Selling Stockholders will bear all commissions
and discounts, if any, attributable to the sales of the shares. The Selling
Stockholders may agree to indemnify any broker-dealer or agent that participates
in transactions involving sales of the shares against certain liabilities,
including liabilities arising under the Securities Act. The Selling Stockholders
have agreed to indemnify certain persons, including broker-dealers and agents,
against certain liabilities in connection with the offering of the shares,
including liabilities arising under the Securities Act.


                                       9




<PAGE>


                              SELLING STOCKHOLDERS

         The shares of common stock to which this prospectus relates are being
registered for reoffers and resales by the Selling Stockholders who have
acquired or may acquire such common stock pursuant to the exercise of options
granted under the Plan. The Selling Stockholders named below may resell all, a
portion or none of their shares of common stock, from time to time.

         Participants under the Plan who are deemed to be "affiliates" of
Wireless and who may acquire Common stock under the Plan may be added to the
Selling Stockholders listed below from time to time by use of a prospectus
supplement filed pursuant to Rule 424(b) under the Securities Act. An
"affiliate" is defined in Rule 405 under the Securities Act as a "person that
directly, or indirectly, through one or more intermediaries, controls or is
controlled by, or is under common control" with Wireless Telecom Group, Inc.

         The table below sets forth with respect to each Selling Stockholder who
is an affiliate of Wireless, the number of shares of Common Stock beneficially
owned before the sale of the common stock offered hereby, the number of shares
of Common Stock to be sold hereby, the number of shares of Common Stock
beneficially owned after the sale of the Common Stock offered hereby, and the
percent of the outstanding shares of common stock owned before and after the
sale of the common stock offered hereby.

<TABLE>
<CAPTION>
                                 COMMON STOCK
                              BENEFICIALLY OWNED
                                BEFORE SELLING         COMMON STOCK WHICH           COMMON STOCK         PERCENTAGE OF COMMON
        SELLING                  STOCKHOLDER          MAY BE SOLD PURSUANT       BENEFICIALLY OWNED        STOCK OWNED AFTER
      STOCKHOLDERS                REOFFER(1)          TO THIS PROSPECTUS(2)       AFTER REOFFER(1)            REOFFER(3)
-------------------------    ---------------------    ----------------------    ---------------------    ----------------------
<S>                        <C>                      <C>                      <C>                       <C>
Edward J. Garcia,                  237,000                   100,000                  237,000                    1.3%
Chairman  of the  Board,
Chief Executive  Officer
and President(4)

Marc Wolfsohn,                       -0-                      20,000                     -0-                       *
Chief Financial Officer
</TABLE>


*Represents less than 1%

(1)   Does not include shares of common stock that may be acquired by the
      Selling Stockholders upon exercise of options that have not vested within
      60 days of this prospectus. The inclusion in this prospectus of the stated
      number of shares does not constitute a commitment to sell any or all of
      such shares. The number of shares of common stock offered shall be
      determined from time to time by each Selling Stockholder at his or her
      sole discretion.

(2)   Includes shares of common stock underlying options granted to the Selling
      Stockholders under the 2000 Stock Option Plan, whether or not exercisable
      as of, or within 60 days of, the date of this prospectus.

(3)   Based on an aggregate of 17,835,977 shares of common stock outstanding as
      of April 30, 2001.



                                      10




<PAGE>


(4)   Includes 75,000 shares of common stock and options to purchase 162,000
      shares of common stock vested and exercisable within 60 days of this
      Prospectus. Does not include options to purchase 358,000 shares of common
      stock not exercisable within 60 days hereof.

                                  LEGAL MATTERS

         The legality of Wireless common stock offered by this prospectus will
be passed upon for Wireless by Morrison Cohen Singer & Weinstein, LLP, New York,
New York. Members of Morrison Cohen Singer & Weinstein, LLP hold equity
securities in Wireless.

                                     EXPERTS

         The balance sheets as of December 31, 2000 and 1999 and the related
statements of operations, changes in stockholders' equity and cash flows for
each of the years in the three-year period ended December 31, 2000 included in
the Annual Report on Form 10-K for the fiscal year ended December 31, 2000 which
is incorporated by reference in this prospectus have been audited by, and are
incorporated by reference herein in reliance upon the report of Lazar Levine &
Felix LLP, independent auditors, given on the authority of that firm as experts
in accounting and auditing.

              DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION
                         FOR SECURITIES ACT LIABILITIES

         Section 14A:2-7(3) of the New Jersey Business Corporation Act permits a
corporation to provide in its Certificate of Incorporation that a director or
officer shall not be personally liable to the corporation or its stockholders
for breach of any duty owed to the corporation of its stockholders, except that
such provision shall not relieve a director or officer from liability for any
breach of duty based upon an act or omission (a) in breach of such persons' duty
of loyalty to the corporation or its stockholders, (b) not in good faith or
involving a knowing violation of law or (c) resulting in receipt by such person
of any improper personal benefit. The Registrant's Certificate of Incorporation
includes limitations on the liability of officers and directors to the full
extent permitted by New Jersey law.

         The Registrant's Board of Directors has authorized the Company to
provide a general indemnification of its officers, directors and employees
regarding any claims or liabilities incurred in the course of their employment.
Section 14A:3-5 of the New Jersey Business Corporation Act provides that a
corporation may indemnify its directors, officers, employees and agents against
judgments, fines, penalties, amounts paid in settlement, and expenses, including
attorney's fees, resulting from various types of legal actions or proceedings if
the actions of the party being indemnified meet the standards of conduct
specified therein. Determinations concerning whether or not the applicable
standard of conduct has been met can be made by (a) a disinterested majority of
the Board of Directors, (b) independent legal counsel, or (c) an affirmative
vote of a majority of shares held by the stockholders. No indemnification is
permitted to be made to or on behalf of a corporate director, officer, employee
or agent if a judgment or other final adjudication adverse to such person
establishes that his acts or omissions (a) were in breach of his duty of loyalty
in the corporation or its stockholders, (b) were not in good faith or involved a
knowing violation of law or (c) resulting in receipt by such person of an
improper personal benefit.

         The Company has in effect, under a policy effective January 19, 2001
and expiring on January 19, 2002, insurance covering all of its directors and
officers against certain liabilities and


                                       11




<PAGE>


reimbursing the Company for obligations for which it incurs as a result of its
indemnification of such directors, officers and employees.

         Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers, or persons controlling Wireless
pursuant to the foregoing provisions, Wireless has been informed that in the
opinion of the Commission such indemnification is against public policy as
expressed in the Securities Act and is therefore unenforceable.

         At present, there is no pending litigation or proceeding involving a
director, officer, employee, or other agent of Wireless in which indemnification
is being sought, nor is Wireless aware of any threatened litigation that may
result in a claim for indemnification by any director, officer, employee, or
other agent of Wireless.


                                       12






<PAGE>




                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.           Incorporation of Documents by Reference.

                  The following documents previously filed by the Registrant
with the Securities and Exchange Commission (the "Commission") are incorporated
by reference in this Registration Statement:

                  a) Annual Report on Form 10-K for the fiscal year ended
December 31, 2000; and

                  b) The description of the Registrant's Common Stock contained
in its Registration Statement on Form S-4/A dated June 13, 2000.

                  All documents filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended
(the "Exchange Act") subsequent to the date of this Registration Statement and
prior to the termination of the offering made hereby shall be deemed to be
incorporated by reference in this Registration Statement and to be a part hereof
from the date of the filing of such documents. Any statement contained in this
Registration Statement, in a supplement to this Registration Statement or in a
document incorporated or deemed to be incorporated by reference herein shall be
deemed to be modified or superseded for purposes of this Registration Statement
to the extent that a statement contained herein or in any subsequently filed
supplement to this Registration Statement or in any document that also is or is
deemed to be incorporated by reference herein modifies or supersedes such
statement. Any statement so modified or superseded shall not be deemed, except
as so modified or superseded, to constitute a part of this Registration
Statement.





                                      II-1





<PAGE>


                                 USE OF PROCEEDS

         We will not receive any proceeds when the Selling Stockholders sell
their common stock to others. However, we may receive proceeds when the Selling
Stockholders exercise their options to acquire such common stock. We intend to
contribute such proceeds to working capital and to use such proceeds for general
corporate purposes.

                         DETERMINATION OF OFFERING PRICE

         The Selling Stockholders may sell their shares of common stock through
public or private transactions at current market prices, or at previously
negotiated prices.

Item 4.           Description of Securities.

                  Not applicable.

Item 5.           Interests of Named Experts and Counsel.

                  Not applicable.

Item 6.           Indemnification of Directors and Officers.

                  (i) Limitation of Liability of Directors and Officers. Section
14A:2-7(3) of the New Jersey Business Corporation Act permits a corporation to
provide in its Certificate of Incorporation that a director or officer shall not
be personally liable to the corporation or its stockholders for breach of any
duty owed to the corporation of its stockholders, except that such provision
shall not relieve a director or officer from liability for any breach of duty
based upon an act or omission (a) in breach of such persons' duty of loyalty to
the corporation or its stockholders, (b) not in good faith or involving a
knowing violation of law or (c) resulting in receipt by such person of any
improper personal benefit. The Registrant's Certificate of Incorporation
includes limitations on the liability of officers and directors to the full
extent permitted by New Jersey law.

                  (ii) Indemnification of Directors and Officers. The
Registrant's Board of Directors has authorized the Company to provide a general
indemnification of its officers, directors and employees regarding any claims or
liabilities incurred in the course of their employment. Section 14A:3-5 of the
New Jersey Business Corporation Act provides that a corporation may indemnify
its directors, officers, employees and agents against judgments, fines,
penalties, amounts paid in settlement, and expenses, including attorney's fees,
resulting from various types of legal actions or proceedings if the actions of
the party being indemnified meet the standards of conduct specified therein.
Determinations concerning whether or not the applicable standard of conduct has
been met can be made by (a) a disinterested majority of the Board of Directors,
(b) independent legal counsel, or (c) an affirmative vote of a majority of
shares held by the stockholders. No indemnification is permitted to be made to
or on behalf of a corporate director, officer, employee or agent if a judgment
or other final adjudication adverse to such person establishes that his acts or
omissions (a) were in breach of his duty of loyalty in the corporation or its
stockholders, (b) were not in good faith or involved a knowing violation of law
or (c) resulting in receipt by such person of an improper personal benefit.

                  (iii) Insurance. The Company has in effect, under a policy
effective January 19, 2001 and expiring on January 19, 2002, insurance covering
all of its directors and officers






                                      II-2






<PAGE>

against certain liabilities and reimbursing the Company for obligations for
which it incurs as a result of its indemnification of such directors, officers
and employees.

Item 7.           Exemption From Registration.

                  Not applicable

Item 8.           Exhibits.


<TABLE>
<CAPTION>
Exhibit No.                             Description
-----------                             -----------
<S>                                     <C>
1.1                                     2000 Stock Option Plan of the Registrant.

5                                       Opinion of Morrison Cohen Singer & Weinstein, LLP

23.1                                    Consent of Lazar, Levine & Company LLP

23.2                                    Consent of Morrison Cohen Singer & Weinstein, LLP
                                        (contained in Exhibit 5)
</TABLE>


Item 9.           Undertakings.

                  The undersigned Registrant hereby undertakes:

                  (1) To file, during any period in which offers or sales are
                  being made, a post-effective amendment to this registration
                  statement:

                           (i) To include any prospectus required by section
                           10(a)(3) of the Securities Act of 1933, as amended
                           (the "Securities Act");

                           (ii) To reflect in the prospectus any facts or events
                           arising after the effective date of the Registration
                           Statement (or the most recent post-effective
                           amendment thereof) which, individually or in the
                           aggregate, represent a fundamental change in the
                           information set forth in the Registration Statement;

                           (iii) To include any material information with
                           respect to the plan of distribution not previously
                           disclosed in the Registration Statement or any
                           material change to such information in the
                           Registration Statement;

                  PROVIDED, HOWEVER, that paragraphs (i) and (ii) do not apply
                  if the information required to be included in a post-effective
                  amendment by those paragraphs is contained in periodic reports
                  filed by the Company pursuant to section 13 or section 15(d)
                  of the Exchange Act that are incorporated by reference in the
                  Registration Statement.

                  (2) That, for the purpose of determining any liability under
                  the Securities Act, each such post-effective amendment shall
                  be deemed to be a new registration





                                      II-3





<PAGE>

                  statement relating to the securities offered therein, and the
                  offering of such securities at that time shall be deemed to be
                  the initial bona fide offering thereof.

                  (3) To remove from registration by means of a post-effective
                  amendment any of the securities being registered which remain
                  unsold at the termination of the offering.

                  The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act, each filing of
the Registrant's annual report pursuant to section 13(a) or section 15(d) of the
Exchange Act and each filing of the Plan's annual report pursuant to section
15(d) of the Exchange Act that are incorporated by reference in this
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

                  Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.




                                      II-4





<PAGE>


                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized in the city of New York, state of New York, on the 27th day of April
2001.

                           WIRELESS TELECOM GROUP, INC.
                           (Registrant)



                           By: /s/ Edward Garcia
                              ________________________________
                              Edward Garcia
                              Chairman of the Board and Chief Executive Officer

         In accordance with the requirements of the Securities Act, this
Registration Statement was signed by the following persons in the capacities and
on the dates stated.

<TABLE>
<CAPTION>

Signature                                 Title                                               Date
---------                                 -----                                               ----
<S>                                       <C>                                                 <C>
/s/ Edward Garcia
____________________________________     Chairman of the Board and                           April 27, 2001
Edward Garcia                            Chief Executive Officer


/s/ Marc Wolfsohn
____________________________________     Chief Financial Officer                             April 27, 2001
Marc Wolfsohn

 /s/ John Wilchek
____________________________________      Director                                           April 27, 2001
John Wilchek

/s/ Demir Richard Eden
____________________________________      Director                                           April 27, 2001
Demir Richard Eden

/s/ Franklin H. Blecher
____________________________________      Director                                           April 27, 2001
Franklin H. Blecher

/s/ Henry L. Bachman
____________________________________      Director                                           April 27, 2001
Henry L. Bachman

/s/ Reed DuBow
____________________________________      Controller                                         April 27, 2001
Reed DuBow


</TABLE>





                                      II-5






<PAGE>


                                  Exhibit Index

<TABLE>
<CAPTION>
Exhibit No.                  Description
-----------                  -----------
<S>                          <C>
1.1                          2000 Stock Option Plan of the Registrant

5                            Opinion of Morrison Cohen Singer & Weinstein, LLP

23.1                         Consent of Lazar, Levine & Company LLP

23.2                         Consent of Morrison Cohen Singer & Weinstein, LLP
                             (contained in Exhibit 5)

</TABLE>





                                      II-6
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{"company-data": {"conformed-name": "WIRELESS TELECOM GROUP INC", "cik": "0000878828", "assigned-sic": "3825", "irs-number": "222582295", "state-of-incorporation": "NJ", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-59856", "film-number": "1617440"}, "business-address": {"street1": "EAST 64 MIDLAND AVE", "city": "PARAMUS", "state": "NJ", "zip": "07652", "phone": "2012618797"}, "mail-address": {"street1": "EAST 64 MIDLAND AVE", "city": "PARAMUS", "state": "NJ", "zip": "07652"}, "former-company": {"former-conformed-name": "NOISE COM INC/NJ", "date-changed": "19930328"}}
As filed with the Securities and Exchange Commission on April 30, 2001.
                                                           (File No. 333-______)
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

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

                          WIRELESS TELECOM GROUP, INC.
             (Exact name of registrant as specified in its charter)
New Jersey                               22-2582295
        (State or other jurisdiction                   (I.R.S. Employer
     of incorporation or organization)                Identification No.)
E. 64 Midland Avenue, Paramus, New Jersey 07652
           (Address of principal executive offices including zip code)

                             2000 Stock Option Plan
                            (Full title of the plan)

                                Edward J. Garcia
                        c/o Wireless Telecom Group, Inc.
                              E. 64 Midland Avenue
                            Paramus, New Jersey 07652
                     (Name and address of agent for service)

                                 (201) 261-8797
          (Telephone number, including area code, of agent for service)

                                    Copy to:

                              Robert H. Cohen, Esq.
                     Morrison Cohen Singer & Weinstein, LLP
                         750 Lexington Avenue, 8th Floor
                               New York, NY 10022

================================================================================
CALCULATION OF REGISTRATION FEE
----------------------------------------------------------------------------------------------------------------------------
                                                      Proposed Maximum          Proposed Maximum
   Titles of Securities          Amount to            Offering Price           Aggregate Offering             Amount of
     to be Registered       be Registered(1)(2)          Per Share                  Price(3)             Registration Fee(3)
   --------------------     -------------------          ---------                  ---------            -------------------
Common Stock, par value      1,500,000 shares             $2.30                   $3,450,000                 $862.50
      $.01 per share
----------------------------------------------------------------------------------------------------------------------------
(1)  Shares of common stock, par value $.01 per share ("Common Stock") issuable
     upon the exercise of options granted under the Wireless Telecom Group, Inc.
     2000 Stock Option Plan.

(2)  Pursuant to Rule 416, there are also being registered an indeterminate
     number of shares of Common Stock as may become issuable to prevent
     dilution, stock splits, stock dividends or other similar transactions.

(3)  Estimated pursuant to Rule 457(c) and (h) solely for the purpose of
     calculating the registration fee, based upon the average of the high and
     low sales prices of the Registrant's Common Stock as reported on the
     American Stock Exchange on April 27, 2001 and a registration fee rate of
     .000250.
PART I
              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

Item 1. Plan Information.*

Item 2. Registrant Information and Employee Plan Annual Information.*

         * Note: The document(s) containing the employee benefit plan
information required by Item 1 of this Form and the statement of availability of
registrant information, employee benefit plan annual reports and other
information required by Item 2 of this Form will be sent or given to
participants as specified by Rule 428. In accordance with Rule 428 and the
requirements of Part I of Form S-8, such documents are not being filed with the
Securities and Exchange Commission (the "Commission") either as part of this
Registration Statement or as prospectuses or prospectus supplements pursuant to
Rule 424. The Registrant shall maintain a file of such documents in accordance
with the provisions of Rule 428. Upon request, the Registrant shall furnish to
the Commission or its staff a copy or copies of all of the documents included in
such file.

                                Explanatory Note

         We have prepared this Registration Statement in accordance with the
requirements of Form S-8 under the Securities Act of 1933, as amended, (the
"Securities Act") to register 1,500,000 shares of common stock, par value $.01
per share ("Common Stock"), (including additional shares that may be reissued or
offered as a result of stock splits, stock dividends or similar transactions
relating to these shares) which we have reserved for issuance upon exercise of
stock options granted under the Wireless Telecom Group, Inc. 2000 Stock Option
Plan (the "Plan").

         This registration statement also registers reoffers and resales of
120,000 shares of Common Stock issuable upon the exercise of options granted
under the Plan and acquired by selling stockholders who may be deemed
"affiliates" (as such term is defined in Rule 405 under the Securities Act) of
the Company. These securities may be reoffered and resold on a continuous or
delayed basis in the future under Rule 415 the Securities Act.

         This registration statement contains two parts. The first part contains
a "reoffer prospectus" prepared in accordance with Part I of Form S-3 under the
Securities Act. The second part contains information required in the
registration statement pursuant to Part II of Form S-8.
REOFFER PROSPECTUS
                                 120,000 Shares

                          WIRELESS TELECOM GROUP, INC.
                          Common Stock, $.01 par value

         This Prospectus relates to the public offering and sale by certain
shareholders (the "Selling Shareholders") of up to 120,000 shares of common
stock, par value $.01 per share, which the Selling Shareholders have acquired
under the Wireless Telecom Group, Inc. 2000 Stock Option Plan.

         The prices at which the Selling Shareholders may sell the shares will
be determined by the prevailing market price for the shares or in negotiated
transactions. We will not receive any proceeds from the sale of the shares.

         Our common stock is listed on the American Stock Exchange under the
symbol "WTT".

         This investment involves risk. See "Risk Factors" beginning at page 4

         Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or passed upon the
adequacy or accuracy of this Prospectus. Any representation to the contrary is a
criminal offense.

                The date of this Prospectus is April 30, 2001
TABLE OF CONTENTS

Where You Can Find More Information.........................................1
Prospectus Summary..........................................................2
The Offering................................................................3
Risk Factors................................................................4
Use of Proceeds.............................................................7
Dilution....................................................................7
Plan of Distribution........................................................7
Selling Shareholders.......................................................10
Legal Matters..............................................................11
Experts....................................................................11
WHERE YOU CAN FIND MORE INFORMATION

         We are a public company. We file annual, quarterly and special reports,
proxy statements and other information with the SEC. You may read and copy any
document we file with the SEC at the SEC's public reference rooms in Washington,
D.C., New York, New York and Chicago, Illinois. Please call the SEC at
1-800-SEC-0330 for further information on the public reference rooms. Our SEC
filings are also available to the public at the SEC's web site at
http://www.sec.gov.

         The SEC allows us to "incorporate by reference" the information we file
with them, which means that we can disclose important information to you by
referring you to those documents. The information incorporated by reference is
considered to be part of this prospectus, and later information that we file
with the SEC will automatically update and supersede this information. We
incorporate by reference the documents listed below and any future filings made
with the SEC under Section 13(a), 13(c), 14, or 15(d) of the Securities Exchange
Act of 1934 until the Selling Shareholders sell all of their shares of common
stock. This prospectus is part of a registration statement we filed with the
SEC.

         1.    Annual Report on Form 10-K, for the fiscal year ended December
               31, 2000; and

         2.    The description of the Registrant's Common Stock contained in its
               Registration Statement on Form S-4/A dated June 13, 2000.

         You may request a copy of these filings, at no cost, by oral request or
by writing to us at the following address:

                          Wireless Telecom Group, Inc.
                             East 64 Midland Avenue
                            Paramus, New Jersey 07652
                                 (201) 261-8797

         You should rely only on the information incorporated by reference or
provided in this prospectus or any supplement. We have not authorized anyone
else to provide you with different information. The Selling Shareholders will
not make an offer of these shares of common stock in any state where the offer
is not permitted. You should not assume that the information in this prospectus
or any supplement is accurate as of any date other than the date on the front of
those documents.

                                       1
PROSPECTUS SUMMARY

         This summary highlights information contained elsewhere in this
prospectus. This summary is not complete and may not contain all of the
information that you should consider before investing in the securities. You
should read the entire prospectus carefully. Unless we otherwise say so, when we
discuss our outstanding securities, we exclude all of our shares of common stock
issuable upon the exercise of currently outstanding warrants and options and the
conversion of our convertible securities.

The Company

         Wireless Telecom Group, Inc., a New Jersey corporation (the "Company"
or "Wireless"), develops, manufactures and markets a wide variety of electronic
noise sources and electronic testing and measuring instruments including power
meters, voltmeters and modulation meters. The Company's products have
historically been primarily used to test the performance and capability of
cellular/PCS and satellite communications systems, and to measure the power of
RF and microwave systems. Other applications include radio, radar, wireless
local area network (WLAN) and digital television.

         On July 7, 2000, a newly formed, wholly-owned subsidiary of the
Company, WTT Acquisition Corp., merged with and into Boonton, a public entity.
Each share of Boonton common stock was converted into .79 shares of the
Company's common stock with aggregated consideration totaling 1,885,713 shares
of Wireless common stock. The merger was accounted for as a pooling of interests
and accordingly, all periods prior to the merger have been restated to include
the results of operations, financial position and cash flows of Boonton.

                                       2
THE OFFERING
Securities Offered..............................120,000 shares of common stock acquired or to be
                                                acquired by the Selling Shareholders upon the exercise
                                                of options granted to them under our 2000 Stock Option
                                                Plan. See "Selling Shareholders" and "Plan of Distribution."

Common Stock outstanding as of
April 30, 2001..................................17,835,977

Risk Factors....................................The securities offered hereby involve a high
                                                degree of risk. Only investors who can bear the
                                                loss of their entire investment should invest.
                                                See "Risk Factors."

Use of Proceeds.................................We will not receive any of the proceeds when the
                                                Selling Shareholders sell their shares of common
                                                stock. We may, however, receive proceeds when
                                                such Selling Shareholders exercise their options
                                                to purchase our common stock. See "Use of
                                                Proceeds."

Dividend Policy.................................We currently intend to retain all future earnings to
                                                fund the development and growth of our business.
                                                We do not anticipate paying cash dividends.

American Stock Exchange Symbol.................."WTT"
3
RISK FACTORS

         The following risk factors, in addition to the other information
contained in this prospectus, should be considered carefully by the shareholders
before making an investment decision. The ownership of Wireless common stock
involves risks, including those described below, which could adversely affect
the value of Wireless common stock. The risks described below are not the only
risks facing Wireless. Additional risks not presently known to us or that we
currently deem immaterial may also impair our business operations. Our business,
financial condition or results of operations could be materially adversely
affected by any of these risks. The trading price of our common stock could
decline due to any of these risks, and you may lose all or part of your
investment.

         This Prospectus also contains forward-looking statements that involve
risks and uncertainties. Our actual results could differ materially from those
anticipated in these forward-looking statements as a result of certain factors,
including the risks faced by us described below and elsewhere in this
Prospectus.

Risks of Wireless Business

Wireless Faces Aggressive Competition And Rapid Technological Change In The
Information Services And Technology Marketplace

         Wireless operates in an industry characterized by aggressive
competition, rapid technological change, evolving technology standards and short
product life cycles. Wireless competes against many companies that utilize
similar technology to that of Wireless, some of which are larger and have
substantially greater resources and expertise in financial, technical and
marketing areas than Wireless. Some of these companies are Agilent Technologies
(formerly Hewlett-Packard), IFR, Rhode and Schwarz, and Anritsu. Wireless
competes by having a niche in several product areas where it capitalizes on its
expertise in manufacturing products with unique specifications. Failure by
Wireless to respond to changing technologies, customer needs and industry
standards could have material adverse consequences to its business and results
of operations. Future operating results of Wireless will depend on the ability
of Wireless to:

         o  design, develop, introduce, deliver or obtain new and innovative
            products and services on a timely and cost-effective basis;

         o  mitigate the effects of competitive pressures and volatility in the
            information services and wireless telecommunications market on
            revenues, pricing and margins;

         o  effectively manage the shift of its business mix; and

         o  attract and retain highly skilled personnel.

Failure By Wireless To Manage Growth Effectively Could Adversely Affect Its
Business

         Current expansion plans of Wireless may place a significant strain on
its personnel and management resources and financial and management control
systems. Personnel, management resources and Wireless management and financial
control systems may not be adequate to address future expansion of its business
and operations. Failure by Wireless to maintain adequate

                                       4
personnel and management resources or to upgrade its operating, management and
financial control systems or any difficulties encountered during such upgrades
could adversely affect its business. The success of Wireless' expansion plans
will depend in part on its ability to expand personnel and management resources
and to improve its management and financial control systems. Wireless may not be
successful in any of these regards.

Wireless Acquisition Strategy May Adversely Affect Its Financial Condition And
Performance

         Wireless continues to look for opportunities to acquire businesses and
product lines. To that end, Wireless has had, and continues to have, discussions
with acquisition candidates. The level of this activity will vary from time to
time depending on the type of acquisition candidates Wireless identifies.

         Acquiring additional businesses and product lines may require
additional capital and may have a significant impact on the financial position
and results of operations of Wireless. Acquisitions made with Wireless stock
could dilute existing shareholders. Wireless cannot assure the Selling
Stockholders that it will be successful in identifying acceptable acquisition
candidates or that any acquired operations will be profitable or will be
successfully integrated or that any such future acquisitions will not materially
and adversely affect its business, financial condition and results of
operations.

         The ability of Wireless to accomplish its strategy will depend upon a
number of factors including, among other things, Wireless' ability to identify
acceptable acquisition candidates, to acquire the necessary funds for such
acquisitions, to consummate such acquisitions on terms favorable to it and to
promptly and profitably integrate the acquired operations into its operations.

         Opportunities for growth through acquisitions, future operating results
and the success of acquisitions may be subject to the effects of, and changes
in, United States and foreign trade and monetary policies, laws and regulations,
political and economic developments, inflation rates, and the effect of taxes
and operating conditions.

Wireless Preferred Stock Could Delay, Deter Or Prevent A Change In Control

         Although Wireless does not expect to issue Preferred Stock in the
foreseeable future, its Preferred Stock could be used to delay, defer or prevent
a change in control or be used to resist takeover offers opposed by management.
Under some circumstances, Wireless' Board of Directors could create impediments
to or frustrate persons seeking to effect a takeover or otherwise gain control
of Wireless by causing shares of Preferred Stock with voting or conversion
rights to be issued to a holder or holders who might side with its Board of
Directors in opposing a takeover bid that the Board of Directors determines to
be not in the best interest of Wireless and its stockholders.

Maintenance Of Listing On Amex

         Wireless common stock is listed on the American Stock Exchange (the
AMEX), and Wireless is subject to the AMEX's maintenance requirements. Wireless'
failure to meet the AMEX's maintenance requirements may result in a delisting of
the common stock. Wireless cannot assure you that its common stock will not be
delisted by the AMEX. The determination by the AMEX to delist a company is not
based on a precise mathematical formula, but rather on a review of all relevant
facts and circumstances in light of the AMEX's policies. The AMEX will normally
consider delisting a company which:

                                       5
o  has stockholders' equity of less than $2,000,000 if such company has
            sustained losses from continuing operations and/or net losses in two
            of its three most recent fiscal years; or

         o  has sustained losses which are so substantial to its overall
            operations or its existing financial resources, or its financial
            condition has become so impaired that it appears questionable, in
            the opinion of the AMEX, as to whether such company will be able to
            continue operations and/or meet its obligations as they mature.

Wireless Stock Price Has Been Volatile

         Wireless cannot assure you of the prices at which its common stock will
trade. The market prices for securities of companies such as Wireless
historically have been highly volatile. From January 1, 1999 to April 30, 2001,
the market price of Wireless common stock has ranged from a high of $9.88 per
share, to a low of $1.50 per share. The following factors may have a significant
impact on the market price of the common stock:

         o  announcements of technological innovations or new commercial
            products by

         o  regulatory developments; Wireless or its competitors;

         o  disputes concerning patent or proprietary rights; and

         o  economic and other external factors, as well as period-to-period
            fluctuations in financial results.

                                       6
USE OF PROCEEDS

         We will not receive any proceeds when the Selling Stockholders sell
their common stock to others. However, we may receive proceeds when the Selling
Stockholders exercise their options to acquire such common stock. We intend to
contribute such proceeds to working capital and to use such proceeds for general
corporate purposes.

                                    DILUTION

         Because our Selling Stockholders will offer and sell the common stock
covered by this Prospectus at various times at prices and at terms then
prevailing or at prices related to the then current market price or in
negotiated transactions, we have not included in this Prospectus information
about the dilution (if any) to the public arising from these sales.

                              PLAN OF DISTRIBUTION

         Wireless is registering 120,000 shares on behalf of the Selling
Stockholders. All of the shares were originally issued by Wireless pursuant to
employee benefit plans. The Selling Stockholders named in the table below or
pledgees, donees, transferees or other successors-in-interest selling shares
received from a named selling Stockholder as a gift, partnership distribution or
other non-sale-related transfer after the date of this Prospectus may sell the
shares from time to time. The Selling Stockholders will act independently of
Wireless in making decisions with respect to the timing, manner and size of each
sale. The sales may be made on one or more exchanges or otherwise, at prices and
at terms then prevailing or at prices related to the then current market price,
or in negotiated transactions. The Selling Stockholders may effect such
transactions by selling the shares to or through broker-dealers or directly to
purchasers (in the event of a private sale). The shares may be sold by one or
more of, or a combination of, the following:

         o  a block trade in which the broker-dealer so engaged will attempt to
            sell the shares as agent but may position and resell a portion of
            the block as principal to facilitate the transaction;

         o  purchases by a broker-dealer as principal and resale by such
            broker-dealer for its account pursuant to this Prospectus;

         o  ordinary brokerage transactions and transactions in which the broker
            solicits purchasers; and

         o  in privately negotiated transactions.

         To the extent required, this Prospectus may be amended or supplemented
from time to time to describe a specific plan of distribution. In effecting
sales, broker-dealers engaged by the Selling Stockholders may arrange for other
broker- dealers to participate in the resales.

         The Selling Stockholders may enter into hedging transactions with
broker-dealers in connection with distributions of the shares or otherwise. In
such transactions, broker-dealers may engage in short sales of the shares in the
course of hedging the positions they assume with Selling Stockholders. The
Selling Stockholders may also sell shares short and redeliver the shares to
close out such short positions. The Selling Stockholders may enter into option
or other transactions with broker-dealers which require the delivery to the
broker-dealer of the shares. The broker-dealer may then resell or otherwise
transfer such shares pursuant to this Prospectus.

                                       7
The Selling Stockholders also may loan or pledge the shares to a broker-dealer.
The broker-dealer may sell the shares so loaned, or upon a default the
broker-dealer may sell the pledged shares pursuant to this Prospectus.

         Broker-dealers or agents may receive compensation in the form of
commissions, discounts or concessions from Selling Stockholders. Broker-dealers
or agents may also receive compensation from the purchasers of the shares for
whom they act as agents or to whom they sell as principals, or both. Usual and
customary brokerage fees will be paid by the Selling Stockholders.
Broker-dealers or agents and any other participating broker-dealers or the
Selling Stockholders may be deemed to be "underwriters" within the meaning of
Section 2(11) of the Securities Act in connection with sales of the shares.
Accordingly, any such commission, discount or concession received by them and
any profit on the resale of the shares purchased by them may be deemed to be
underwriting discounts or commissions under the Securities Act. Because Selling
Stockholders may be deemed to be "underwriters" within the meaning of Section
2(11) of the Securities Act, the Selling Stockholders will be subject to the
prospectus delivery requirements of the Securities Act. In addition, any
securities covered by this Prospectus which qualify for sale pursuant to Rule
144 promulgated under the Securities Act may be sold under Rule 144 rather than
pursuant to this Prospectus. The Selling Stockholders have advised Wireless that
they have not entered into agreements, understandings or arrangements with any
underwriters or broker-dealers regarding the sale of their securities. There is
no underwriter or coordinating broker acting in connection with the proposed
sale of shares by Selling Stockholders.

         The shares will be sold only through registered or licensed brokers or
dealers if required under applicable state securities laws. In addition, in
certain states the shares may not be sold unless they have been registered or
qualified for sale in the applicable state or an exemption from the registration
or qualification requirement is available and is complied with.

         Under applicable rules and regulations under the Exchange Act, any
person engaged in the distribution of the shares may not simultaneously engage
in market making activities with respect to our common stock for a specified
period prior to the commencement of such distribution. In addition, each Selling
Stockholder will be subject to applicable provisions of the Exchange Act and the
associated rules and regulations under the Exchange Act, including Regulation M,
which provisions may limit the timing of purchases and sales of shares of our
common stock by the Selling Stockholders. Wireless will make copies of this
Prospectus available to the Selling Stockholders and has informed them of the
need for delivery of copies of this Prospectus to purchasers at or prior to the
time of any sale of the shares.

         Wireless will file a supplement to this Prospectus, if required,
pursuant to Rule 424(b) under the Securities Act upon being notified by a
Selling Stockholder that any material arrangement has been entered into with a
broker-dealer for the sale of shares through a block trade, special offering,
exchange distribution or secondary distribution or a purchase by a broker or
dealer. Such supplement will disclose:

         o  the name of each such Selling Stockholder and of the participating,

         o  broker-dealer(s),

         o  the number of shares involved,

         o  the price at which such shares were sold,

                                       8
o  the commissions paid or discounts or concessions allowed to such
            broker-dealer(s), where applicable,

         o  that such broker-dealer(s) did not conduct any investigation to
            verify,

         o  the information set out or incorporated by reference in this
            Prospectus, and

         o  other facts material to the transaction.

         Wireless will bear all costs, expenses and fees in connection with the
registration of the shares. The Selling Stockholders will bear all commissions
and discounts, if any, attributable to the sales of the shares. The Selling
Stockholders may agree to indemnify any broker-dealer or agent that participates
in transactions involving sales of the shares against certain liabilities,
including liabilities arising under the Securities Act. The Selling Stockholders
have agreed to indemnify certain persons, including broker-dealers and agents,
against certain liabilities in connection with the offering of the shares,
including liabilities arising under the Securities Act.

                                       9
SELLING STOCKHOLDERS

         The shares of common stock to which this prospectus relates are being
registered for reoffers and resales by the Selling Stockholders who have
acquired or may acquire such common stock pursuant to the exercise of options
granted under the Plan. The Selling Stockholders named below may resell all, a
portion or none of their shares of common stock, from time to time.

         Participants under the Plan who are deemed to be "affiliates" of
Wireless and who may acquire Common stock under the Plan may be added to the
Selling Stockholders listed below from time to time by use of a prospectus
supplement filed pursuant to Rule 424(b) under the Securities Act. An
"affiliate" is defined in Rule 405 under the Securities Act as a "person that
directly, or indirectly, through one or more intermediaries, controls or is
controlled by, or is under common control" with Wireless Telecom Group, Inc.

         The table below sets forth with respect to each Selling Stockholder who
is an affiliate of Wireless, the number of shares of Common Stock beneficially
owned before the sale of the common stock offered hereby, the number of shares
of Common Stock to be sold hereby, the number of shares of Common Stock
beneficially owned after the sale of the Common Stock offered hereby, and the
percent of the outstanding shares of common stock owned before and after the
sale of the common stock offered hereby.
COMMON STOCK
                              BENEFICIALLY OWNED
                                BEFORE SELLING         COMMON STOCK WHICH           COMMON STOCK         PERCENTAGE OF COMMON
        SELLING                  STOCKHOLDER          MAY BE SOLD PURSUANT       BENEFICIALLY OWNED        STOCK OWNED AFTER
      STOCKHOLDERS                REOFFER(1)          TO THIS PROSPECTUS(2)       AFTER REOFFER(1)            REOFFER(3)
-------------------------    ---------------------    ----------------------    ---------------------    ----------------------
Edward J. Garcia,                  237,000                   100,000                  237,000                    1.3%
Chairman  of the  Board,
Chief Executive  Officer
and President(4)

Marc Wolfsohn,                       -0-                      20,000                     -0-                       *
Chief Financial Officer
*Represents less than 1%

(1)   Does not include shares of common stock that may be acquired by the
      Selling Stockholders upon exercise of options that have not vested within
      60 days of this prospectus. The inclusion in this prospectus of the stated
      number of shares does not constitute a commitment to sell any or all of
      such shares. The number of shares of common stock offered shall be
      determined from time to time by each Selling Stockholder at his or her
      sole discretion.

(2)   Includes shares of common stock underlying options granted to the Selling
      Stockholders under the 2000 Stock Option Plan, whether or not exercisable
      as of, or within 60 days of, the date of this prospectus.

(3)   Based on an aggregate of 17,835,977 shares of common stock outstanding as
      of April 30, 2001.

                                      10
(4)   Includes 75,000 shares of common stock and options to purchase 162,000
      shares of common stock vested and exercisable within 60 days of this
      Prospectus. Does not include options to purchase 358,000 shares of common
      stock not exercisable within 60 days hereof.

                                  LEGAL MATTERS

         The legality of Wireless common stock offered by this prospectus will
be passed upon for Wireless by Morrison Cohen Singer & Weinstein, LLP, New York,
New York. Members of Morrison Cohen Singer & Weinstein, LLP hold equity
securities in Wireless.

                                     EXPERTS

         The balance sheets as of December 31, 2000 and 1999 and the related
statements of operations, changes in stockholders' equity and cash flows for
each of the years in the three-year period ended December 31, 2000 included in
the Annual Report on Form 10-K for the fiscal year ended December 31, 2000 which
is incorporated by reference in this prospectus have been audited by, and are
incorporated by reference herein in reliance upon the report of Lazar Levine &
Felix LLP, independent auditors, given on the authority of that firm as experts
in accounting and auditing.

              DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION
                         FOR SECURITIES ACT LIABILITIES

         Section 14A:2-7(3) of the New Jersey Business Corporation Act permits a
corporation to provide in its Certificate of Incorporation that a director or
officer shall not be personally liable to the corporation or its stockholders
for breach of any duty owed to the corporation of its stockholders, except that
such provision shall not relieve a director or officer from liability for any
breach of duty based upon an act or omission (a) in breach of such persons' duty
of loyalty to the corporation or its stockholders, (b) not in good faith or
involving a knowing violation of law or (c) resulting in receipt by such person
of any improper personal benefit. The Registrant's Certificate of Incorporation
includes limitations on the liability of officers and directors to the full
extent permitted by New Jersey law.

         The Registrant's Board of Directors has authorized the Company to
provide a general indemnification of its officers, directors and employees
regarding any claims or liabilities incurred in the course of their employment.
Section 14A:3-5 of the New Jersey Business Corporation Act provides that a
corporation may indemnify its directors, officers, employees and agents against
judgments, fines, penalties, amounts paid in settlement, and expenses, including
attorney's fees, resulting from various types of legal actions or proceedings if
the actions of the party being indemnified meet the standards of conduct
specified therein. Determinations concerning whether or not the applicable
standard of conduct has been met can be made by (a) a disinterested majority of
the Board of Directors, (b) independent legal counsel, or (c) an affirmative
vote of a majority of shares held by the stockholders. No indemnification is
permitted to be made to or on behalf of a corporate director, officer, employee
or agent if a judgment or other final adjudication adverse to such person
establishes that his acts or omissions (a) were in breach of his duty of loyalty
in the corporation or its stockholders, (b) were not in good faith or involved a
knowing violation of law or (c) resulting in receipt by such person of an
improper personal benefit.

         The Company has in effect, under a policy effective January 19, 2001
and expiring on January 19, 2002, insurance covering all of its directors and
officers against certain liabilities and

                                       11
reimbursing the Company for obligations for which it incurs as a result of its
indemnification of such directors, officers and employees.

         Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers, or persons controlling Wireless
pursuant to the foregoing provisions, Wireless has been informed that in the
opinion of the Commission such indemnification is against public policy as
expressed in the Securities Act and is therefore unenforceable.

         At present, there is no pending litigation or proceeding involving a
director, officer, employee, or other agent of Wireless in which indemnification
is being sought, nor is Wireless aware of any threatened litigation that may
result in a claim for indemnification by any director, officer, employee, or
other agent of Wireless.

                                       12
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.           Incorporation of Documents by Reference.

                  The following documents previously filed by the Registrant
with the Securities and Exchange Commission (the "Commission") are incorporated
by reference in this Registration Statement:

                  a) Annual Report on Form 10-K for the fiscal year ended
December 31, 2000; and

                  b) The description of the Registrant's Common Stock contained
in its Registration Statement on Form S-4/A dated June 13, 2000.

                  All documents filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended
(the "Exchange Act") subsequent to the date of this Registration Statement and
prior to the termination of the offering made hereby shall be deemed to be
incorporated by reference in this Registration Statement and to be a part hereof
from the date of the filing of such documents. Any statement contained in this
Registration Statement, in a supplement to this Registration Statement or in a
document incorporated or deemed to be incorporated by reference herein shall be
deemed to be modified or superseded for purposes of this Registration Statement
to the extent that a statement contained herein or in any subsequently filed
supplement to this Registration Statement or in any document that also is or is
deemed to be incorporated by reference herein modifies or supersedes such
statement. Any statement so modified or superseded shall not be deemed, except
as so modified or superseded, to constitute a part of this Registration
Statement.

                                      II-1
USE OF PROCEEDS

         We will not receive any proceeds when the Selling Stockholders sell
their common stock to others. However, we may receive proceeds when the Selling
Stockholders exercise their options to acquire such common stock. We intend to
contribute such proceeds to working capital and to use such proceeds for general
corporate purposes.

                         DETERMINATION OF OFFERING PRICE

         The Selling Stockholders may sell their shares of common stock through
public or private transactions at current market prices, or at previously
negotiated prices.

Item 4.           Description of Securities.

                  Not applicable.

Item 5.           Interests of Named Experts and Counsel.

                  Not applicable.

Item 6.           Indemnification of Directors and Officers.

                  (i) Limitation of Liability of Directors and Officers. Section
14A:2-7(3) of the New Jersey Business Corporation Act permits a corporation to
provide in its Certificate of Incorporation that a director or officer shall not
be personally liable to the corporation or its stockholders for breach of any
duty owed to the corporation of its stockholders, except that such provision
shall not relieve a director or officer from liability for any breach of duty
based upon an act or omission (a) in breach of such persons' duty of loyalty to
the corporation or its stockholders, (b) not in good faith or involving a
knowing violation of law or (c) resulting in receipt by such person of any
improper personal benefit. The Registrant's Certificate of Incorporation
includes limitations on the liability of officers and directors to the full
extent permitted by New Jersey law.

                  (ii) Indemnification of Directors and Officers. The
Registrant's Board of Directors has authorized the Company to provide a general
indemnification of its officers, directors and employees regarding any claims or
liabilities incurred in the course of their employment. Section 14A:3-5 of the
New Jersey Business Corporation Act provides that a corporation may indemnify
its directors, officers, employees and agents against judgments, fines,
penalties, amounts paid in settlement, and expenses, including attorney's fees,
resulting from various types of legal actions or proceedings if the actions of
the party being indemnified meet the standards of conduct specified therein.
Determinations concerning whether or not the applicable standard of conduct has
been met can be made by (a) a disinterested majority of the Board of Directors,
(b) independent legal counsel, or (c) an affirmative vote of a majority of
shares held by the stockholders. No indemnification is permitted to be made to
or on behalf of a corporate director, officer, employee or agent if a judgment
or other final adjudication adverse to such person establishes that his acts or
omissions (a) were in breach of his duty of loyalty in the corporation or its
stockholders, (b) were not in good faith or involved a knowing violation of law
or (c) resulting in receipt by such person of an improper personal benefit.

                  (iii) Insurance. The Company has in effect, under a policy
effective January 19, 2001 and expiring on January 19, 2002, insurance covering
all of its directors and officers

                                      II-2
against certain liabilities and reimbursing the Company for obligations for
which it incurs as a result of its indemnification of such directors, officers
and employees.

Item 7.           Exemption From Registration.

                  Not applicable

Item 8.           Exhibits.
Exhibit No.                             Description
-----------                             -----------
1.1                                     2000 Stock Option Plan of the Registrant.

5                                       Opinion of Morrison Cohen Singer & Weinstein, LLP

23.1                                    Consent of Lazar, Levine & Company LLP

23.2                                    Consent of Morrison Cohen Singer & Weinstein, LLP
                                        (contained in Exhibit 5)
Item 9.           Undertakings.

                  The undersigned Registrant hereby undertakes:

                  (1) To file, during any period in which offers or sales are
                  being made, a post-effective amendment to this registration
                  statement:

                           (i) To include any prospectus required by section
                           10(a)(3) of the Securities Act of 1933, as amended
                           (the "Securities Act");

                           (ii) To reflect in the prospectus any facts or events
                           arising after the effective date of the Registration
                           Statement (or the most recent post-effective
                           amendment thereof) which, individually or in the
                           aggregate, represent a fundamental change in the
                           information set forth in the Registration Statement;

                           (iii) To include any material information with
                           respect to the plan of distribution not previously
                           disclosed in the Registration Statement or any
                           material change to such information in the
                           Registration Statement;

                  PROVIDED, HOWEVER, that paragraphs (i) and (ii) do not apply
                  if the information required to be included in a post-effective
                  amendment by those paragraphs is contained in periodic reports
                  filed by the Company pursuant to section 13 or section 15(d)
                  of the Exchange Act that are incorporated by reference in the
                  Registration Statement.

                  (2) That, for the purpose of determining any liability under
                  the Securities Act, each such post-effective amendment shall
                  be deemed to be a new registration

                                      II-3
statement relating to the securities offered therein, and the
                  offering of such securities at that time shall be deemed to be
                  the initial bona fide offering thereof.

                  (3) To remove from registration by means of a post-effective
                  amendment any of the securities being registered which remain
                  unsold at the termination of the offering.

                  The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act, each filing of
the Registrant's annual report pursuant to section 13(a) or section 15(d) of the
Exchange Act and each filing of the Plan's annual report pursuant to section
15(d) of the Exchange Act that are incorporated by reference in this
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

                  Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.

                                      II-4
SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized in the city of New York, state of New York, on the 27th day of April
2001.

                           WIRELESS TELECOM GROUP, INC.
                           (Registrant)

                           By: /s/ Edward Garcia
                              ________________________________
                              Edward Garcia
                              Chairman of the Board and Chief Executive Officer

         In accordance with the requirements of the Securities Act, this
Registration Statement was signed by the following persons in the capacities and
on the dates stated.
Signature                                 Title                                               Date
---------                                 -----                                               ----
/s/ Edward Garcia
____________________________________     Chairman of the Board and                           April 27, 2001
Edward Garcia                            Chief Executive Officer

/s/ Marc Wolfsohn
____________________________________     Chief Financial Officer                             April 27, 2001
Marc Wolfsohn

 /s/ John Wilchek
____________________________________      Director                                           April 27, 2001
John Wilchek

/s/ Demir Richard Eden
____________________________________      Director                                           April 27, 2001
Demir Richard Eden

/s/ Franklin H. Blecher
____________________________________      Director                                           April 27, 2001
Franklin H. Blecher

/s/ Henry L. Bachman
____________________________________      Director                                           April 27, 2001
Henry L. Bachman

/s/ Reed DuBow
____________________________________      Controller                                         April 27, 2001
Reed DuBow
II-5
Exhibit Index
Exhibit No.                  Description
-----------                  -----------
1.1                          2000 Stock Option Plan of the Registrant

5                            Opinion of Morrison Cohen Singer & Weinstein, LLP

23.1                         Consent of Lazar, Levine & Company LLP

23.2                         Consent of Morrison Cohen Singer & Weinstein, LLP
                             (contained in Exhibit 5)
II-6