UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT

     Pursuant To Section 13 Or 15(D) of The Securities Exchange Act of 1934

        Date of report (date of earliest event reported): March 17, 2005



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


          Delaware                  0-26277                        98-0204758
(State or Other Jurisdiction     (Commission                    (IRS Employer
    of Incorporation)            File Number)                Identification No.)

               One East Uwchlan Avenue, Suite 301, Exton, PA 19391
                    (Address of principal executive offices)

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

                           Copy of correspondence to:

                               Marc J. Ross, Esq.
                       Sichenzia Ross Friedman Ference LLP
                           1065 Avenue of the Americas
                            New York, New York 10018
                     Tel: (212) 930-9700 Fax: (212) 930-9725

Check  the  appropriate  box  below  if the  Form  8-K  filing  is  intended  to
simultaneously  satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):

[ ] Written communications  pursuant to Rule 425 under the Securities Act (17
    CFR 230.425)
[ ] Soliciting  material  pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))





ITEM 2.02     Results of Operations and Financial Condition

          On March 17, 2005,  WPCS  International  Incorporated  (the "Company")
announced its operating  results for the third quarter ended January 31, 2005. A
copy of the press  release that  discusses  this matter is filed as Exhibit 99.1
to, and  incorporated  by reference  in, this report.  The  information  in this
Current  Report is being  furnished  and shall  not be  deemed  "filed"  for the
purposes  of  Section 18 of the  Securities  Exchange  Act of 1934 or  otherwise
subject to the  liabilities  of that Section.  The  information  in this Current
Report shall not be incorporated by reference into any registration statement or
other  document  pursuant  to the  Securities  Act of 1933,  except  as shall be
expressly set forth by specific reference in any such filing.

ITEM 9.01     Financial Statements and Exhibits.

(c) Exhibits.

          99.1 Press Release, dated March 17, 2005, issued by WPCS International
Incorporated.

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                                    SIGNATURE

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



                                    WPCS INTERANTIONAL INCORPORATED


                                    By:  /s/ ANDREW HIDALGO
                                        -------------------
                                        Andrew Hidalgo
                                        President


Dated:  March 23, 2005

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