8-K

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549


                                    FORM 8-K


                                 CURRENT REPORT
   Pursuant to Section 13 OR 15(d) of the Securities and Exchange Act of 1934


           Date of Report (Date of earliest reported): March 15, 2004



                         WPCS INTERNATIONAL INCORPORATED
               (Exact name of registrant as specified in charter)



         Delaware                    0-26277                    98-0204758
 (State or other jurisdiction      (Commission                (IRS Employer
       of incorporation)           File Number)             Identification No.)



 140 South Village Avenue, Suite 20, Exton, Pennsylvania             19341
      (Address of principal executive offices)                     (Zip Code)


        Registrant's telephone number, including area code (610) 903-0400






ITEM 7.  Financial Statements and Exhibits.

     (c) Exhibits. The following documents are filed as exhibits to this report:

                  99.1        Press release issued March 15, 2004

ITEM 9. Regulation FD Disclosure (information furnished under Item 12, "Results
of Operations and Financial Condition").

         The information contained in this Current Report is intended to be
furnished under Item 12, "Results of Operations and Financial Condition," and is
provided under Item 9 pursuant to interim guidance issued by the Securities and
Exchange Commission in Release Nos. 33-8216 and 34-47583. As such, the
information hereunder shall not be deemed to be "filed" for the purposes of
Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), or otherwise subject to the liabilities of that section, nor shall it be
incorporated by reference into a filing under the Securities Act of 1933, as
amended, or the Exchange Act, except as shall be expressly set forth by specific
reference in such a filing.

         A copy of the press release issued by WPCS International Incorporated
on March 15, 2004, announcing its results of operations and financial condition
for the quarter ended January 31, 2004, is filed herewith as Exhibit 99.1 and is
incorporated herein by reference.


                                   SIGNATURES

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


                         WPCS International Incorporated




Date:  March 16, 2004                              /s/ ANDREW HIDALGO
                                                  ---------------------------
                                                   Andrew Hidalgo, President

                                       2

EX-99

Exhibit 99.1

PRESS RELEASE                           SOURCE: WPCS International Incorporated

                     WPCS Reports 3rd Quarter FY2004 Results

EXTON, PA-- (BUSINESS WIRE) - March 15, 2004 -- OTCBB: WPCS -News) WPCS
International Incorporated has reported its financial results for the FY2004
third quarter ending January 31, 2004. For the third quarter of FY2004, WPCS
reported revenue of $4.5 million compared to $1.6 million for the same period a
year ago which represents an increase of 188%. For the nine months ending
January 31, 2004, WPCS reported revenue of $13.9 million compared to $2.2
million for the same period one year ago, which represents more than a five-fold
increase. The increase in revenue was primarily attributed to strategic
acquisitions and secondarily from organic growth.

 For the third quarter of FY2004, the reported net loss was $323,000 or $0.02
per share compared to a net loss of $268,000 or $0.02 per share for the same
period a year ago. The net loss for the nine months ending January 31, 2004 was
approximately $434,000 or $0.02 per share, which includes $442,000 in non-cash
charges. For the same period last year, net loss equaled $735,000 or $0.08 per
share, which includes $191,000 in non-cash charges. For the nine months ending
January 31, 2004, WPCS provided $148,000 of positive cash flow from operations
compared to using $761,000 of cash for the same period a year ago.


Other Third Quarter Highlights Include:

          o    More than $4.7 million in new contract awards announced

          o    The completion of a specialty wireless network for the NFL
               Jacksonville Jaguars

          o    The completion of a wireless network for electronic medical
               records for SE Regional Medical Center

          o    A contract award from Placer County, CA for a comprehensive
               wireless SCADA network

          o    A contract award from Del Webb for a comprehensive wireless SCADA
               network

          o    The successful installation of a wireless illuminated crosswalk
               for the City of Ceres and Grass Valley, CA


Andrew Hidalgo, CEO of WPCS International Incorporated, stated: "WPCS has made
much progress in the execution of our business strategy during the past nine
months. For the quarter, adverse weather prevented us from completing outdoor
projects, which in turn prevented us from recognizing the related revenue
against our backlog. In addition, for certain projects that had deadline
completion dates, we needed to subcontract additional resources and equipment
that had a negative impact on our quarterly gross profit. From this perspective,
our quarterly results should have been better. However, it is important to point
out that although projects were delayed, they were not canceled. In a previous
filing, we reported a backlog of $14 million in projects to complete, as of
January 31, 2004. As of February 29, 2004, the backlog has increased to $18.4
million. We continue to win project awards and remain optimistic for a more
successful fourth quarter."

About WPCS International Incorporated:

WPCS and its subsidiary companies offer project engineering services for
specialty communication systems, wireless fidelity (WiFi) and fixed wireless
applications. WPCS offers the ability to integrate superior solutions across the
vast majority of communication requirements. The company has an extensive
customer base that includes many major corporations, government entities and
educational institutions. For more information, please visit our website at
www.wpcs.com

Statements about the company's future expectations, including future revenue and
earnings and all other statements in this press release, other than historical
facts, are "forward-looking" statements and are made pursuant to safe harbor
provisions of the Securities Exchange Act of 1934. Such forward-looking
statements involve risks and uncertainties and are subject to change at any
time. The company's actual results could differ materially from expected
results. In reflecting subsequent events or circumstances, the company
undertakes no obligation to update forward-looking statements.

Contact:

Brett Mass / Investor Relations
Hayden Communications, Inc.
212-988-2206
ir@wpcs.com