FORM 3
 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
  MARXE AUSTIN W & GREENHOUSE DAVID M
 2. Date of Event Requiring Statement (Month/Day/Year)
11/17/2004		 3. Issuer Name and Ticker or Trading Symbol
WPCS INTERNATIONAL INC [WPCS]
(Last)
(First)
(Middle)
153 E 53RD ST, 55TH FL		 4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director __X__ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

NEW YORK, NY 10022		 6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Beneficially Owned
1.Title of Security
(Instr. 4)		 2. Amount of Securities Beneficially Owned
(Instr. 4)		 3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)		 4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Common Stock 12,500,000 (1)
I (1)
By Limited Partnerships (1)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 4)		 2. Date Exercisable and Expiration Date
(Month/Day/Year)		 3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)		 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)		 6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Warrants 11/17/2004(2) 11/17/2009 Common Stock 6,250,000 (1) $ 0.7 I (1) By Limited Partnerships (1)

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
MARXE AUSTIN W & GREENHOUSE DAVID M
153 E 53RD ST
55TH FL
NEW YORK, NY 10022		     X    

Signatures

Austin W. Marxe 11/19/2004
**Signature of Reporting Person Date
David M. Greenhouse 11/19/2004
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 5(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) This is a joint filing by Austin W. Marxe (Marxe) and David M. Greenhouse (Greenhouse). They share voting and investment control over all securities owned by Special Situations Private Equity Fund, LP (PE), respectively. 6,250,000 shares of Common Stock and 6,250,000 Warrants are held by PE. The interest of Marxe and Greenhouse in the shares of Common Stock owned by PE is limited to the extent of his pecuniary interest.
(2) Subject to filing of form S-3 and it's effective date.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, See Instruction 6 for procedure.

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