WEGENER CORPORATION AND ITS SUBSIDIARIES,
                        WEGENER COMMUNICATIONS, INC. AND
                   WEGENER COMMUNICATIONS INTERNATIONAL, INC.

                       CODE OF BUSINESS CONDUCT AND ETHICS

I.   PURPOSE

     This Code of Business  Conduct and Ethics (this "Code") shall apply to each
     director, officer and employee of Wegener Corporation and its subsidiaries,
     Wegener Communications, Inc. and Wegener Communications International, Inc.
     (herein  referred to collectively  as the "Company").  This Code provides a
     general  statement  of the  Company's  expectations  regarding  the ethical
     standards that each director,  officer and employee  should adhere to while
     acting on behalf of the  Company.  Each  director,  officer and employee is
     expected to read and become familiar with the ethical  standards  described
     in this Code and may be required,  from time to time,  to affirm his or her
     agreement to adhere to such standards by signing the Compliance Certificate
     that appears at the end of this Code.

II.  ADMINISTRATION

     The Company's  Board of Directors is responsible  for setting the standards
     of business conduct  contained in this Code and updating these standards as
     it deems  appropriate  to  reflect  changes  in the  legal  and  regulatory
     framework  applicable  to the Company,  the business  practices  within the
     Company's  industry,   the  Company's  own  business  practices,   and  the
     prevailing  ethical  standards  of the  communities  in which  the  Company
     operates.  While the  Company's  Chief  Executive  Officer will oversee the
     procedures  designed  to  implement  this  Code to  ensure  that  they  are
     operating  effectively,   it  is  the  individual  responsibility  of  each
     director, officer and employee of the Company to comply with this Code.

III. COMPLIANCE WITH LAWS, RULES AND REGULATIONS

     The Company will comply with all laws and governmental regulations that are
     applicable to the  Company's  activities,  and expects that all  directors,
     officers and  employees  acting on behalf of the Company will obey all such
     laws and regulations. Specifically, the Company is committed to:

     o    maintaining a safe and healthy work environment;

     o    promoting a workplace that is free from  discrimination  or harassment
          based  on  race,  color,  religion,  sex or  other  factors  that  are
          unrelated to the Company's business interests;

     o    supporting fair competition and laws  prohibiting  restraints of trade
          and other unfair trade practices;

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     o    conducting  its  activities  in full  compliance  with all  applicable
          environmental laws;

     o    keeping the political activities of the Company's directors,  officers
          and employees separate from the Company's business;

     o    prohibiting  any  illegal  payments  to any  government  officials  or
          political party representatives of any country; and

     o    complying with all applicable state and federal securities laws.

     Directors, officers and employees are prohibited from illegally trading the
     Company's securities while in possession of material,  nonpublic ("inside")
     information about the Company.  The Company's Insider Trading Policy, which
     describes the nature of inside information and the related  restrictions on
     trading, shall be deemed a part of this Code.

IV.  CONFLICTS OF INTEREST; CORPORATE OPPORTUNITIES

     Directors,  officers and  employees  should not be involved in any activity
     which  creates or gives the  appearance  of a conflict of interest  between
     their personal  interests and the Company's  interests.  In particular,  no
     director, officer or employee shall:

     o    be a  consultant  to,  or a  director,  officer  or  employee  of,  or
          otherwise operate an outside business:

          -    that  markets  products  or  services  in  competition  with  the
               Company's current or potential products and services;

          -    that  supplies  products  or  services  to  the  Company,  unless
               unanimous  approval  has  been  obtained  from  the  independent,
               disinterested directors of the Company;

          -    that  purchases  products or services  from the  Company,  unless
               unanimous  approval  has  been  obtained  from  the  independent,
               disinterested directors of the Company;

     o    have any  financial  interest in any such outside  business that might
          create or give the  appearance  of a conflict of  interest;  provided,
          however,  this prohibition  shall not include a passive  investment in
          the stock of such outside business not exceeding 5% of the outstanding
          shares of such outside business;

     o    seek or accept any  personal  loan or services  from any such  outside
          business,  except from  financial  institutions  or service  providers
          offering  similar  loans or services to third  parties  under  similar
          terms in the ordinary course of their respective businesses;

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     o    be a  consultant  to,  or a  director,  officer  or  employee  of,  or
          otherwise  operate an outside  business  if the demands of the outside
          business would interfere with the director's,  officer's or employee's
          responsibilities with and to the Company;

     o    accept any personal loan or guarantee of obligations from the Company,
          except to the extent such arrangements are legally permissible;

     o    conduct  business  on  behalf of the  Company  with  immediate  family
          members,  which  include  spouses,  children,  parents,  siblings  and
          persons sharing the same home whether or not legal relatives; or

     o    use the Company's property, information or position for personal gain.

     The  appearance of a conflict of interest may exist if an immediate  family
     member of a director,  officer or  employee of the Company is a  consultant
     to, or a director,  officer or employee of, or has a significant  financial
     interest  in,  a  competitor,  supplier  or  customer  of the  Company,  or
     otherwise does business with the Company.

     Directors  and officers  shall  notify the  Company's  General  Counsel and
     employees  who are not  directors or officers  shall  notify the  Company's
     Manager of Human  Resources  of the  existence  of any actual or  potential
     conflict of interest.

V.   CONFIDENTIALITY; PROTECTION AND PROPER USE OF THE COMPANY'S ASSETS

     Directors, officers and employees shall maintain the confidentiality of all
     information entrusted to them by the Company or its suppliers, customers or
     other  business  partners,  except when  disclosure  is  authorized  by the
     Company or legally required.

     Confidential  information  includes (1) information marked  "Confidential,"
     "Private,"  "For Internal Use Only," or similar  legends,  (2) technical or
     scientific information relating to current and future products, services or
     research, (3) business or marketing plans or projections,  (4) earnings and
     other internal  financial data, (5) personnel  information,  (6) supply and
     customer  lists and (7) other  non-public  information  that, if disclosed,
     might be of use to the Company's competitors,  or harmful to the Company or
     its suppliers, customers or other business partners.

     To avoid  inadvertent  disclosure of confidential  information,  directors,
     officers and employees shall not discuss  confidential  information with or
     in the presence of any unauthorized  persons,  including family members and
     friends.

     Directors, officers and employees are personally responsible for protecting
     those Company  assets that are entrusted to them and for helping to protect
     the Company's assets in general.

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     Directors,  officers and employees  shall use the Company's  assets for the
     Company's legitimate business purposes only.

VI.  FAIR DEALING

     The Company is committed to promoting the values of honesty,  integrity and
     fairness in the conduct of its business and  sustaining a work  environment
     that fosters mutual respect, openness and individual integrity.  Directors,
     officers and  employees  are expected to deal  honestly and fairly with the
     Company's  customers,  suppliers,  competitors and other third parties.  To
     this end, directors, officers and employees shall not:

     o    make false or misleading  statements to customers,  suppliers or other
          third parties;

     o    make false or misleading statements about competitors;

     o    solicit or accept from any person that does business with the Company,
          or offer or extend to any such person,

          -    cash of any amount; or

          -    any gift, gratuity, meal or entertainment that could influence or
               reasonably  give the  appearance  of  influencing  the  Company's
               business  relationship  with that  person  unless it (1) is not a
               cash gift, (2) is consistent with customary  business  practices,
               (3) is not excessive in value, (4) cannot be construed as a bribe
               or payoff, and (5) does not violate any laws or regulations;

     o    solicit  or  accept  any fee,  commission  or other  compensation  for
          referring customers to third-party vendors; or

     o    otherwise  take  unfair  advantage  of  the  Company's   customers  or
          suppliers, or other third parties, through manipulation,  concealment,
          abuse of privileged information or any other unfair-dealing practice.

     Any  employee  who is not a director  or  officer  and who is unsure of the
     propriety  of the offer or  acceptance  of any item of value (as  described
     above) should contact the Manager of Human Resources for  clarification and
     guidance;  directors  and officers  should  contact the  Company's  General
     Counsel.

VII. ACCURATE AND TIMELY PERIODIC REPORTS

     The Company is committed to providing investors with full, fair,  accurate,
     timely and  understandable  disclosure  in the periodic  reports that it is
     required to file.

     As a public company it is of critical importance that the Company's filings
     with the  Securities  and  Exchange  Commission  be  accurate  and  timely.
     Depending on their

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     position  with  the  Company,  employees  may be  called  upon  to  provide
     information to assure that the Company's public reports are complete,  fair
     and  understandable.  The Company expects all of its personnel to take this
     responsibility very seriously and to provide prompt and accurate answers to
     inquiries related to the Company's public disclosure requirements.

     The  Finance  Department  bears  a  special  responsibility  for  promoting
     integrity   throughout   the   organization,   with   responsibilities   to
     stakeholders  both inside and outside of the Company.  The Chief  Executive
     Officer,  Chief Financial Officer and all Finance Department personnel have
     a special role both to adhere to these principles  themselves and to ensure
     that a culture  exists  throughout  the Company as a whole that ensures the
     fair and timely reporting of the Company's financial results and condition.
     To this end, the Company shall:

     o    comply with generally accepted accounting principles at all times;

     o    maintain a system of internal  accounting  controls  that will provide
          reasonable assurances to management that all transactions are properly
          recorded;

     o    maintain  books and records  that  accurately  and fairly  reflect the
          Company's transactions;

     o    prohibit the  establishment  of any undisclosed or unrecorded funds or
          assets;

     o    maintain a system of internal  controls  that will provide  reasonable
          assurances to management that material  information  about the Company
          is made known to management in a timely fashion,  particularly  during
          the  periods  in  which  the  Company's  periodic  reports  are  being
          prepared; and

     o    present information in a clear, understandable and orderly manner.

VIII. REPORTING AND EFFECT OF VIOLATIONS

     Directors and officers shall report, in person or in writing,  any known or
     suspected violations of laws, governmental  regulations or this Code to the
     Company's  General  Counsel.  Employees  who are not  directors or officers
     shall report such violations to the Company's  Manager of Human  Resources.
     The Company will not allow any retaliation  against a director,  officer or
     employee who acts in good faith in reporting any such violation.

     The  Company's   General  Counsel  or  Manager  of  Human   Resources,   as
     appropriate,  will investigate any reported  violations and will oversee an
     appropriate   response,   including   corrective  action  and  preventative
     measures.   Directors,  officers  and  employees  that  violate  any  laws,
     governmental regulations or this Code will face appropriate,  case specific
     disciplinary action, which may include removal, demotion or discharge.

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IX.  WAIVERS

     The  provisions  of this Code may be waived for  directors  or  officers or
     non-officer  employees only by a resolution of the Company's  "independent"
     directors as defined by NASDAQ regulations. Any waiver of this Code granted
     to a director or executive  officer will be publicly  disclosed as required
     by the securities exchange or association on which the Company's securities
     are listed for trading.  Any change in or waiver of this Code for the chief
     executive  officer or the  principal  or senior  financial  and  accounting
     officers  will be publicly  disclosed  as required  by the  Securities  and
     Exchange Commission.

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                             COMPLIANCE CERTIFICATE

     I have read and  understand  the  Company's  Code of  Business  Conduct and
Ethics  (the  "Code").  I will adhere in all  respects to the ethical  standards
described in the Code. I further confirm my understanding  that any violation of
the Code will subject me to appropriate  disciplinary  action, which may include
demotion or discharge.

     I certify to the Company that I am not in  violation of the Code,  unless I
have noted such violation in a signed  Statement of Exceptions  attached to this
Compliance Certificate.


Date:
                                        ----------------------------------------
                                        Name:
                                        Title/Position:


Check one of the following:

| |  A Statement of Exceptions is attached.

| |  No Statement of Exceptions is attached.