**UNITED
      STATES**


**SECURITIES
      AND EXCHANGE COMMISSION**


**Washington,
      D.C. 20549**




**FORM
      10-Q**




(Mark
      One)




x
            **QUARTERLY
                REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE****SECURITIES
                EXCHANGE ACT OF 1934**




For
      the
      quarterly period ended March 2, 2007




**OR**




o
            **TRANSITION
                REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE****SECURITIES
                EXCHANGE ACT OF 1934**




For
      the
      transition period from _______________________ to
      _______________________




Commission
      file No. 0-11003




**WEGENER
      CORPORATION**


(Exact
      name of registrant as specified in its charter)




**Delaware**
            **81-0371341**(State
                or other jurisdiction
            (I.R.S.
                Employerof
                incorporation or organization)
            Identification
                No.)**11350
                Technology Circle, Duluth, Georgia**
            **30097-1502**(Address
                of principal executive offices)
            (Zip
                Code)




**Registrant's
      telephone number, including area code:** (770)
      623-0096




**Registrant’s
      web site: HTTP://WWW.WEGENER.COM**




Indicate
      by check mark whether the registrant (1) has filed all reports required to
      be
      filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
      the
      preceding 12 months (or for such shorter period that the registrant was required
      to file such reports), and (2) has been subject to such filing requirements
      for
      the past 90 days: **Yes
      x** **No
      o**





Indicate
      by check mark whether the registrant is a large accelerated filer, an
      accelerated filer, or a non-accelerated filer.


See
      definition of “accelerated filer and large accelerated filer” in Rule 12b-2
      of the Exchange Act. (Check one):




Large
      accelerated filer **o** Accelerated
      filer **o** Non-accelerated
      filer **x**




Indicate
      by check mark whether the registrant is a shell company (as defined in Rule
      12b-2 of the Act).  **Yes
      o** **No
      x**




Indicate
      the number of shares outstanding of each of the issuer’s classes of common
      stock, as of the latest practicable date:





Common
                Stock, $.01 par value
            12,647,051
                SharesClass
            Outstanding
                at March 29, 2007











**WEGENER
      CORPORATION**


**Form
      10-Q For the Quarter Ended March 2, 2007**





**INDEX**





**PART
                I. Financial Information**Item
                1.
            Financial
                StatementsIntroduction
            
            3Consolidated
                Statements of Operations (Unaudited) - Three and Six Months Ended
                March 2,
                2007 and March 3, 2006
            
            4Consolidated
                Balance Sheets - March 2, 2007 (Unaudited) and September 1, 2006
            
            5Consolidated
                Statements of Shareholders' Equity (Unaudited) - Six Months Ended
                March 2,
                2007 and March 3, 2006
            
            6Consolidated
                Statements of Cash Flows (Unaudited) - Six Months Ended March 2,
                2007 and
                March 3, 2006
            
            7Notes
                to Consolidated Financial Statements (Unaudited)
            
            8-15Item
                2.
            Management's
                Discussion and Analysis of Financial Condition and Results of Operations
            
            16-21Item
                3.
            Quantitative
                and Qualitative Disclosures About Market Risk
            
            22Item
                4.
            Controls
                and Procedures
            
            22Item
                4T.
            Controls
                and Procedures
            
            22**PART
                II. Other Information**Item
                1.
            Legal
                Proceedings
            
            23Item
                1A.
            Risk
                Factors
            
            23Item
                4.
            Submission
                of Matters to a Vote of Security Holders
            
            24Item
                6.
            Exhibits
            
            25Signatures
            
            26




2




**PART
      I. FINANCIAL INFORMATION**





**ITEM
      1.**  **FINANCIAL
      STATEMENTS**





**INTRODUCTION
      - CONSOLIDATED FINANCIAL STATEMENTS**





The
      consolidated financial statements of WegenerTM ’ Corporation
      (the “Company”, “we”, “our” or “us”) included herein have been prepared pursuant
      to the rules and regulations of the Securities and Exchange Commission. The
      consolidated balance sheet as of March 2, 2007; the consolidated statements
      of
      shareholders' equity as of March 2, 2007, and March 3, 2006; the consolidated
      statements of operations for the three and six months ended March 2, 2007,
      and
      March 3, 2006; and the consolidated statements of cash flows for the six months
      ended March 2, 2007, and March 3, 2006, have been prepared without audit. The
      consolidated balance sheet as of September 1, 2006 has been audited by
      independent registered public accountants. Certain information and footnote
      disclosures normally included in financial statements prepared in accordance
      with generally accepted accounting principles have been condensed or omitted
      pursuant to such rules and regulations, although the Company believes that
      the
      disclosures herein are adequate to make the information presented not
      misleading. It is suggested that these consolidated financial statements be
      read
      in conjunction with the financial statements and the notes thereto included
      in
      the Company's Annual Report on Form 10-K for the fiscal year ended September
      1,
      2006, File No. 0-11003.





In
      the
      opinion of the Company, the statements for the unaudited interim periods
      presented include all adjustments, which were of a normal recurring nature,
      necessary to present a fair statement of the results of such interim periods.
      The results of operations for the interim periods presented are not necessarily
      indicative of the results of operations for the entire year.





3





**WEGENER
      CORPORATION AND SUBSIDIARIES**


**CONSOLIDATED
      STATEMENTS OF OPERATIONS**


(Unaudited)


Three
                  months ended
              
              Six
                  months ended**March
                  2,**
              
              March
                  3,
              
              **March
                  2,**
              
              March
                  3,**2007**
              
              2006
              
              **2007**
              
              2006Revenue
              
              **$**
              **4,770,665**
              
              $
              4,579,558
              
              **$**
              **9,554,142**
              
              $
              9,564,191Operating
                  costs and expensesCost
                  of products sold
              
              
              **2,821,550**
              
              
              3,058,902
              
              
              **6,427,052**
              
              
              6,410,362Selling,
                  general and administrative
              
              
              **1,338,073**
              
              
              1,839,903
              
              
              **2,636,592**
              
              
              3,393,616Research
                  and development
              
              
              **773,205**
              
              
              764,417
              
              
              **1,594,167**
              
              
              1,484,440Operating
                  costs and expenses
              
              
              **4,932,828**
              
              
              5,663,222
              
              
              **10,657,811**
              
              
              11,288,418Operating
                  loss
              
              
              **(162,163**
              **)**
              
              (1,083,664
              )
              
              **(1,103,669**
              **)**
              
              (1,724,227
              )Interest
                  expense
              
              
              **(24,761**
              **)**
              
              (19,539
              )
              
              **(50,525**
              **)**
              
              (25,331
              )Interest
                  income
              
              
              **3,650**
              
              
              1,572
              
              
              **8,970**
              
              
              5,425Loss
                  before income taxes
              
              
              **(183,274**
              **)**
              
              (1,101,631
              )
              
              **(1,145,224**
              **)**
              
              (1,744,133
              )Income
                  tax benefit
              
              
              **-**
              
              
              -
              
              
              **-**
              
              
              -Net
                  loss
              
              **$**
              **(183,274**
              **)**
              $
              (1,101,631
              )
              **$**
              **(1,145,224**
              **)**
              $
              (1,744,133
              )Net
                  loss per share:Basic
              
              **$**
              **(.01**
              **)**
              $
              (.09
              )
              **$**
              **(.09**
              **)**
              $
              (.14
              )Diluted
              
              **$**
              **(.01**
              **)**
              $
              (.09
              )
              **$**
              **(.09**
              **)**
              $
              (.14
              )Shares
                  used in per share calculationBasic
              
              
              **12,582,875**
              
              
              12,579,051
              
              
              **12,580,963**
              
              
              12,579,051Diluted
              
              
              **12,582,875**
              
              
              12,579,051
              
              
              **12,580,963**
              
              
              12,579,051




See
      accompanying notes to consolidated financial statements.





4




**WEGENER
      CORPORATION AND SUBSIDIARIES**


**CONSOLIDATED
      BALANCE SHEETS**


**March
                  2,**
              
              September
                  1,**2007**
              
              2006**Assets**
              
              **(Unaudited**)Current
                  assetsCash
                  and cash equivalents
              
              **$**
              **95,311**
              
              $
              958,784Accounts
                  receivable
              
              
              **2,631,306**
              
              
              1,780,121Inventories
              
              
              **4,058,895**
              
              
              3,858,027Other
              
              
              **190,151**
              
              
              233,127Total
                  current assets
              
              
              **6,975,663**
              
              
              6,830,059Property
                  and equipment, net
              
              
              **2,203,847**
              
              
              2,288,148Capitalized
                  software costs, net
              
              
              **1,233,306**
              
              
              1,229,790Other
                  assets
              
              
              **744,339**
              
              
              779,968**$**
              **11,157,155**
              
              $
              11,127,965**Liabilities
                  and Shareholders’ Equity**Current
                  liabilitiesBank
                  line of credit
              
              **$**
              **803,757**
              
              $
              -Accounts
                  payable
              
              
              **1,802,482**
              
              
              1,526,309Accrued
                  expenses
              
              
              **3,388,190**
              
              
              3,262,448Customer
                  deposits
              
              
              **1,158,760**
              
              
              1,264,805Total
                  current liabilities
              
              
              **7,153,189**
              
              
              6,053,562Commitments
                  and contingenciesShareholders’
                  equityCommon
                  stock, $.01 par value; 20,000,000 sharesauthorized;
                  12,647,051 and 12,579,051 sharesrespectively,
                  issued and outstanding
              
              
              **126,471**
              
              
              125,791Additional
                  paid-in capital
              
              
              **19,999,022**
              
              
              19,924,915Deficit
              
              
              **(16,121,527**
              **)**
              
              (14,976,303
              )Total
                  shareholders’ equity
              
              
              **4,003,966**
              
              
              5,074,403**$**
              **11,157,155**
              
              $
              11,127,965





See
      accompanying notes to consolidated financial statements.





5





**WEGENER
      CORPORATION AND SUBSIDIARIES**


**CONSOLIDATED
      STATEMENTS OF SHAREHOLDERS’ EQUITY**


(Unaudited)


AdditionalCommon
                  Stock
              
              Paid-inShares
              
              Amount
              
              Capital
              
              DeficitBalance
                  at September 2, 2005
              
              
              12,579,051
              
              $
              125,791
              
              $
              19,892,482
              
              $
              (12,093,308
              )Share-based
                  compensation
              
              
              -
              
              
              -
              
              
              27,433
              
              
              -Net
                  loss for the six months
              
              
              -
              
              
              -
              
              
              -
              
              
              (1,744,133
              )BALANCE
                  at March 3, 2006
              
              
              12,579,051
              
              $
              125,791
              
              $
              19,919,915
              
              $
              (13,837,441
              )Balance
                  at September 1, 2006
              
              
              12,579,051
              
              $
              125,791
              
              $
              19,924,915
              
              $
              (14,976,303
              )Share-based
                  compensation
              
              
              -
              
              
              -
              
              
              17,667
              
              
              -Common
                  stock issued throughstock
                  options
              
              
              68,000
              
              
              680
              
              
              56,440
              
              
              -Net
                  loss for the six months
              
              
              -
              
              
              -
              
              
              -
              
              
              (1,145,224
              )**BALANCE
                  at March 2, 2007**
              
              
              **12,647,051**
              
              **$**
              **126,471**
              
              **$**
              **19,999,022**
              
              **$**
              **(16,121,527**
              **)**





See
      accompanying notes to consolidated financial statements.





6




**WEGENER
      CORPORATION AND SUBSIDIARIES**


**CONSOLIDATED
      STATEMENTS OF CASH FLOWS**


(Unaudited)


Six
                  months ended**March
                  2,**
              
              March
                  3,**2007**
              
              2006**Cash
                  flows from operating activities**Net
                  loss
              
              **$**
              **(1,145,224**
              **)**
              $
              (1,744,133
              )Adjustments
                  to reconcile net loss tocash
                  used for operating activitiesDepreciation
                  and amortization
              
              
              **1,109,465**
              
              
              1,233,457Share-based
                  compensation expense
              
              
              **17,667**
              
              
              27,433Provision
                  for bad debts
              
              
              **(50,000**
              **)**
              
              15,000Provision
                  for inventory reserves
              
              
              **75,000**
              
              
              100,000Provision
                  for warranty reserves
              
              
              **100,000**
              
              
              60,000Changes
                  in assets and liabilitiesAccounts
                  receivable
              
              
              **(801,185**
              **)**
              
              (1,481,342
              )Inventories
              
              
              **(275,868**
              **)**
              
              (357,828
              )Other
                  assets
              
              
              **42,976**
              
              
              (118,170
              )Accounts
                  payable and accrued expenses
              
              
              **301,915**
              
              
              1,320,025Customer
                  deposits
              
              
              **(106,045**
              **)**
              
              65,199Net
                  cash used for operating activities
              
              
              **(731,299**
              **)**
              
              (880,359
              )**Cash
                  flows from investment activities**Property
                  and equipment expenditures
              
              
              **(130,570**
              **)**
              
              (119,009
              )Capitalized
                  software additions
              
              
              **(774,994**
              **)**
              
              (767,520
              )License
                  agreement, patent, and trademark expenditures
              
              
              **(87,487**
              **)**
              
              (24,818
              )Net
                  cash used for investing activities
              
              
              **(993,051**
              **)**
              
              (911,347
              )**Cash
                  flows from financing activities**Net
                  borrowings under revolving line of credit
              
              
              **803,757**
              
              
              731,341Proceeds
                  from stock options exercised
              
              
              **57,120**
              
              
              -Net
                  cash provided by financing activities
              
              
              **860,877**
              
              
              731,341Decrease
                  in cash and cash equivalents
              
              
              **(863,473**
              **)**
              
              (1,060,365
              )Cash
                  and cash equivalents, beginning of period
              
              
              **958,784**
              
              
              1,106,872Cash
                  and cash equivalents, end of period
              
              **$**
              **95,311**
              
              $
              46,507Supplemental
                  disclosure of cash flow information:Cash
                  paid during the six months for:Interest
              
              **$**
              **50,525**
              
              $
              25,331




See
      accompanying notes to consolidated financial statements.





7




WEGENER
      CORPORATION AND SUBSIDIARIES





**NOTES
      TO CONSOLIDATED FINANCIAL STATEMENTS**




**Note
      1 Significant Accounting Policies**




The
      significant accounting policies followed by the Company are set forth in Note
      1
      to the Company's audited consolidated financial statements included in the
      annual report on Form 10-K for the year ended September 1, 2006.





**Revenue
      Recognition**





Our
      revenue recognition policies are in compliance with Staff Accounting Bulletin
      (SAB) No. 104, “Revenue Recognition”, SAB No. 101, “Revenue Recognition in
      Financial Statements” and EITF Issue No. 00-21, "Revenue Arrangements with
      Multiple Deliverables." Revenue is recognized when persuasive evidence of an
      agreement with the customer exists, products are shipped or title passes
      pursuant to the terms of the agreement with the customer, the amount due from
      the customer is fixed or determinable, collectibility is reasonably assured,
      and
      when there are no significant future performance obligations. Service revenues
      are recognized at the time of performance. Extended service maintenance contract
      revenues are recognized ratably over the maintenance contract term, which is
      typically one year. The unrecognized revenue portion of maintenance contracts
      invoiced is recorded as deferred revenue. At March 2, 2007, deferred extended
      service maintenance revenues were $544,000 and deferred revenues related to
      future performance obligations were $325,000 and are expected to be recognized
      as revenue in varying amounts throughout fiscal 2007 and into fiscal
      2008.





We
      recognize revenue in certain circumstances before delivery has occurred
      (commonly referred to as “bill and hold” transactions). In such circumstances,
      among other things, risk of ownership has passed to the buyer, the buyer has
      made a written fixed commitment to purchase the finished goods, the buyer has
      requested the finished goods be held for future delivery as scheduled and
      designated by them, and no additional performance obligations exist by the
      Company. For these transactions, the finished goods are segregated from
      inventory and normal billing and credit terms are granted. For the six months
      ended March 2, 2007, revenues to one customer in the amount of $602,000 were
      recorded prior to delivery as bill and hold transactions and were paid in full
      at March 2, 2007.





These
      policies require management, at the time of the transaction, to assess whether
      the amounts due are fixed or determinable, collection is reasonably assured,
      and
      if future performance obligations exist. These assessments are based on the
      terms of the agreement with the customer, past history and credit worthiness
      of
      the customer. If management determines that collection is not reasonably assured
      or future performance obligations exist, revenue recognition is deferred until
      these conditions are satisfied.





Our
      principal sources of revenues are from the sales of various satellite
      communications equipment. Embedded in our products is internally developed
      software of varying applications. Historically, we have not sold or marketed
      our
      software separately or otherwise licensed our software apart from the related
      communications equipment. Should we begin to market or sell software whereby
      it
      is more than an incidental component of the hardware, then we will recognize
      software license revenue in accordance with Statement of Position (SOP) No.
      97-2, “Software Revenue Recognition,” as amended by SOP No. 98-9, “Software
      Revenue Recognition, with Respect to Certain Transactions.” Significant
      judgment may be required in determining whether a product is a software or
      hardware product.





In
      accordance with EITF Issue 00-10, “Accounting for Shipping and Handling Fees and
      Costs,” we include all shipping and handling billings to customers in revenues,
      and freight costs incurred for product shipments are included in cost of
      products sold.





**Earnings
      Per Share**





Basic
      and
      diluted net earnings per share were computed in accordance with Statement of
      Financial Accounting Standards No. 128, “Earnings Per Share.” Basic net earnings
      per share is computed by dividing net earnings available to common shareholders
      (numerator) by the weighted average number of common shares outstanding
      (denominator) during the period and excludes the dilutive effect of stock
      options. Diluted net earnings per share gives effect to all dilutive potential
      common shares outstanding during a period. In computing diluted net earnings
      per
      share, the average stock price for the period is used in determining the number
      of shares assumed to be reacquired under the treasury stock method from the
      exercise of stock options.




8




**Stock-Based
      Compensation**





In
      December 2004, the Financial Accounting Standards Board (FASB) issued Statement
      of Financial Accounting Standards (SFAS) No. 123 (Revised 2004), “Share-Based
      Payment” (SFAS 123R). SFAS 123R requires all share-based payments to employees,
      including grants of employee stock options, to be recognized as compensation
      expense in the consolidated financial statements based on their fair values.
      That expense will be recognized over the period during which an employee is
      required to provide services in exchange for the award, known as the requisite
      service period (usually the vesting period). We adopted SFAS 123R effective
      beginning September 3, 2005 using the Modified Prospective Application Method.
      Under this method, SFAS 123R applies to new awards and to awards modified,
      repurchased or cancelled after the effective date. For the three and six months
      ended March 2, 2007, stock-based compensation expense included in selling,
      general and administrative expenses amounted to $16,000 and $17,700,
      respectively, compared to $17,000 and $27,000, respectively, for the same
      periods ending March 3, 2006. The weighted average fair value of options granted
      during the six months ended March 2, 2007 was $.90 with an aggregate total
      value
      of $16,000. The weighted average fair value of options granted during the six
      months ended March 3, 2006 was $1.07 with an aggregate total value of $34,000.
      As of March 2, 2007, no compensation costs related to non-vested stock options
      remain to be recognized.





The
      fair
      value of each option was estimated on the date of grant using the Black-Scholes
      option-pricing model with the following weighted average
      assumptions:




Three
                  months ended
              
              Six
                  months ended**March
                  2,**
              
              March
                  3,
              
              **March
                  2,**
              
              March
                  3,**2007**
              
              2006
              
              **2007**
              
              2006Risk
                  free interest rate
              
              **4.70**%****
              
              4.50%
              
              **4.70**%****
              
              4.41%Expected
                  term
              
              **10.0
                  years**
              
              10.0
                  years
              
              **10.0
                  years**
              
              5.6
                  yearsVolatility
              
              **90**%****
              
              90%
              
              **90**%****
              
              90%Expected
                  annual dividends
              
              **none**
              
              none
              
              **none**
              
              none




The
      following table summarizes stock option transactions for the six months
      ended March 2, 2007:


**Range
                  of**
              
              **Weighted****Number**
              
              **Exercise**
              
              **Average****of
                  Shares**
              
              **Prices**
              
              **Exercise
                  Price**Outstanding
                  atSeptember
                  1, 2006
              
              
              1,282,531
              
              $
              .63
                  –
                  2.72
              
              $
              1.56Granted
              
              
              18,000
              
              
              1.03
              
              
              1.03Exercised
              
              
              (68,000
              )
              
              .84
              
              
              .84Forfeited
                  or cancelled
              
              
              (136,000
              )
              
              .84
                  – 2.39
              
              
              2.31**Outstanding
                  at****March
                  2, 2007**
              
              
              **1,096,531**
              
              **$**
              **.63**–**2.72**
              
              **$**
              **1.51****Available
                  for issue at****March
                  2, 2007**
              
              
              **541,669**
              
              
              **-**
              
              
              **-****Options
                  exercisable at****March
                  2, 2007**
              
              
              **1,096,531**
              
              **$**
              **.63**–**2.72**
              
              **$**
              **1.51**September
                  1, 2006
              
              
              1,272,531
              
              $
              .63
                  – 2.72
              
              $
              1.56




The
      key
      terms of the stock options granted under our stock plans are set forth in the
      Company's Annual Report on Form 10-K for the fiscal year ended September 1,
      2006.





**Use
      of Estimates**





The
      preparation of financial statements in conformity with generally accepted
      accounting principles requires management to make estimates and assumptions
      that
      affect the reported amounts of assets and liabilities, the disclosure of
      contingent assets and liabilities at the date of the financial statements and
      the reported amounts of revenues and expenses during the reporting period.
      Examples include provisions for bad debts, inventory obsolescence and
      warranties. Actual results could vary from these estimates.




9




**Fiscal
      Year**





The
      Company uses a fifty-two, fifty-three week year. The fiscal year ends on the
      Friday closest to August 31. Fiscal years 2007 and 2006 contain fifty-two weeks.





**Bank
      Overdrafts**





Bank
      overdrafts consist of outstanding checks that have not cleared our bank.
      Overdrafts are offset against cash balances to the extent that cash balances
      are
      available in the account on which the checks are issued. Remaining balances
      of
      overdrafts are included in our accounts payable balances. At March 2, 2007,
      outstanding checks in the amounts of $278,000 were included in accounts payable
      balances.





**Note
      2 Accounts Receivable**





Accounts
      receivable are summarized as follows:


**March
                  2,**
              
              September
                  1,**2007**
              
              2006**(Unaudited)**Accounts
                  receivable - trade
              
              **$**
              **2,806,654**
              
              $
              2,004,625Other
                  receivables
              
              
              **75,969**
              
              
              76,508**2,882,623**
              
              
              2,081,133Less
                  allowance fordoubtful
                  accounts
              
              
              **(251,317**
              **)**
              
              (301,012
              )**$**
              **2,631,306**
              
              $
              1,780,121





**Note
      3 Inventories**





Inventories
      are summarized as follows:




**March
                  2,**
              
              September
                  1,**2007**
              
              2006**(Unaudited)**Raw
                  material
              
              **$**
              **4,093,740**
              
              $
              3,834,953Work-in-process
              
              
              **825,927**
              
              
              887,142Finished
                  goods
              
              
              **3,056,541**
              
              
              2,978,245**7,976,208**
              
              
              7,700,340Less
                  inventory reserves
              
              
              **(3,917,313**
              **)**
              
              (3,842,313
              )**$**
              **4,058,895**
              
              $
              3,858,027





During
      the first six months of fiscal 2007, inventory reserves were increased by
      provisions of $75,000. Our inventory reserve of approximately $3,917,000 at
      March 2, 2007 is to provide for items that are potentially slow-moving, excess
      or obsolete. Changes in market conditions, lower than expected customer demand
      and rapidly changing technology could result in additional obsolete and
      slow-moving inventory that is unsaleable or saleable at reduced prices. No
      estimate can be made of a range of amounts of loss from obsolescence that are
      reasonably possible should our sales efforts not be successful.




10




**Note
      4 Other Assets**





Other
      assets consisted of the following:





**March
                2, 2007 (unaudited)****Cost**
            
            **Accumulated**
              **Amortization**
            
            **Net**License
                agreements
            
            **$**
            **858,800**
            
            **$**
            **(644,286**
            **)**
            **$**
            **214,514**Patents
                and patent applications
            
            
            **449,120**
            
            
            **(7,472**
            **)**
            
            **441,648**Trademarks
            
            
            **89,737**
            
            
            **(20,949**
            **)**
            
            **68,788**Loan
                facility fees
            
            
            **37,500**
            
            
            **(25,000**
            **)**
            
            **12,500**Other
            
            
            **6,889**
            
            
            **-**
            
            
            **6,889****$**
            **1,442,046**
            
            **$**
            **(697,707**
            **)**
            **$**
            **744,339**




September
                1, 2006Cost
            
            Accumulated
              Amortization
            
            NetLicense
                agreements
            
            $
            798,800
            
            $
            (550,037
            )
            $
            248,763Patents
                and patent applications
            
            
            421,633
            
            
            (2,252
            )
            
            419,381Trademarks
            
            
            89,736
            
            
            (16,051
            )
            
            73,685Loan
                facility fees
            
            
            37,500
            
            
            (6,250
            )
            
            31,250Other
            
            
            6,889
            
            
            -
            
            
            6,889$
            1,354,558
            
            $
            (574,590
            )
            $
            779,968




Amortization
      expense of other assets for the three and six months ended March 2, 2007,
      amounted to $66,000 and $123,000, respectively. Amortization expense of other
      assets for the three and six months ended March 3, 2006, amounted to $44,000
      and
      $89,000, respectively.





We
      conduct an ongoing review of our intellectual property rights and potential
      trademarks. As of March 2, 2007, we have cumulatively incurred $318,000 of
      legal
      fees related to the filing of applications for various patents and $36,000
      related to the filing of trademarks. Upon issuance, these costs will be
      amortized on a straight-line basis over the lesser of the legal life or their
      estimated useful lives. If it becomes more likely than not that application
      will
      not be granted, we will write-off the deferred cost at that time. At March
      2,
      2007, the cost of registered patents and trademarks amounted to $131,000 and
      $54,000, respectively. Patents and trademarks are amortized over their estimated
      useful life of four to ten years. License agreements are amortized over their
      estimated useful life of one to five years. Loan facility fees are amortized
      over twelve months.




**Note
      5 Liquidity**





At
      March
      2, 2007, our primary source of liquidity was a $5,000,000 bank loan facility,
      which is subject to availability advance formulas based on eligible accounts
      receivable, import letter of credit commitment balances and inventories. At
      March 2, 2007, we had line of credit borrowings outstanding of $804,000. At
      March 2, 2007, **** approximately
      $1,301,000, net of outstanding letters of credit in the amount of $1,168,000,
      was available to borrow under the advance formulas. Cash and cash equivalents
      decreased $863,000 during the first six months of fiscal 2007.





During
      the first six months of fiscal 2007, operating activities used $731,000 of
      cash.
      Net losses adjusted for noncash expenses provided $107,000 of cash, while
      changes in accounts receivable and customer deposit balances used $907,000
      of
      cash. Changes in inventories, accounts payable and accrued expenses, and other
      assets provided $69,000 of cash. Cash used by investing activities was $119,000
      for property and equipment expenditures, $768,000 for capitalized software
      additions and $25,000 for legal expenses related to the filing of applications
      for various patents and trademarks. Financing activities provided $804,000
      of
      cash from the net line-of-credit borrowings and $57,000 of cash from exercised
      stock options.





WCI’s
      bank loan facility provides a maximum available credit limit of $5,000,000
      subject to availability advance formulas. The loan facility matures on June
      30,
      2007, or upon demand and requires an annual facility fee of .75% of the maximum
      credit limit. The loan facility consists of a term loan and a revolving line
      of
      credit with a combined borrowing limit of $5,000,000, bearing interest at the
      bank’s prime rate (8.25% at March 2, 2007). The bank retained the right to
      adjust the interest rate, subject to financial performance of the
      Company.




11




The
      term
      loan facility provides for a maximum of $1,000,000 for advances of up to 80%
      of
      the cost of equipment acquisitions. Principal advances are payable monthly
      over
      sixty months with a balloon payment due at maturity. The revolving line of
      credit is subject to availability advance formulas of 80% against eligible
      accounts receivable; 20% of eligible raw materials inventories; 20% of eligible
      work-in process kit inventories; 40% to 50% of eligible finished goods
      inventories; and 50% of import letter of credit commitment balances. The loan
      is
      secured by a first lien on substantially all of WCI’s assets and guaranteed by
      Wegener Corporation. At March 2, 2007, balances outstanding on the revolving
      line of credit amounted to $804,000. No borrowings were outstanding under the
      equipment term loan portions of **** the
      loan
      facility. The loan facility is also used to support import letters of credit
      issued to offshore manufacturers, which at March 2, 2007 amounted to $1,168,000.
      At March 2, 2007, **** approximately
      $1,301,000, net of outstanding letters of credit, was available to borrow under
      the advance formulas. Currently our bank allows 50% of the value of letters
      of
      credit as collateral while reducing borrowing availability by the full amount
      of
      outstanding letter of credit balances. As a result, we may at various times
      during fiscal 2007 require overadvances to the bank’s collateral formula until
      the letter of credit inventory commitments convert to receivables, against
      which
      the bank will allow 80% as available collateral. There is no assurance the
      bank
      will grant overadvances in sufficient amounts and for the duration of time
      required to support operations until the inventory is sold. As a result we
      may
      need to obtain additional sources of financing. No assurances may be given
      that
      additional sources of capital, if needed, would be available. During second
      quarter of fiscal 2007, the average daily balance outstanding was $520,000
      and
      the highest outstanding balance was $1,161,000. We expect average outstanding
      borrowings to increase in the third quarter of fiscal 2007.





In
      addition, at March 2, 2007, we had land and buildings and improvements with
      a
      cost basis of $4,454,000 which had no mortgage balances outstanding. Land and
      buildings are not currently used in the existing loan facility’s availability
      advance formulas; however, we believe these assets could be used to support
      additional borrowing capacities either with our existing bank or from other
      sources.




Under
      the
      loan facility, we are required to maintain a minimum tangible net worth at
      the
      end of each fiscal 2007 quarter and maintain increased amounts annually at
      each
      fiscal year end commencing with fiscal year 2008. In addition, we are to retain
      certain key employees, maintain certain financial ratios, and are precluded
      from
      paying dividends. At March 2, 2007, we were in compliance with the
      covenants.





While
      no
      assurances may be given, we believe, based on preliminary discussions with
      the
      bank, that we will be able to renew the line of credit upon maturity. We expect
      that the renewal will result in an increase in borrowing costs either by an
      increase in the annual facility fee and/or an increase in the interest
      rate.





**Note
      6 Income Taxes**




For
      the
      six months ended March 2, 2007, no income tax benefit was recorded due to an
      increase in the deferred tax asset valuation allowance. The valuation allowance
      increased $412,000 in the first six months of fiscal 2007. At March 2, 2007,
      net
      deferred tax assets of $6,160,000 were fully reserved by the valuation
      allowance.




At
      March
      2, 2007, we had a federal net operating loss carryforward of approximately
      $10,529,000, which expires beginning fiscal 2020 through fiscal 2027.
      Additionally, we had an alternative minimum tax credit of $138,000 and state
      income tax credits of $199,000 expiring in fiscal 2009, both of which were
      fully
      offset by the valuation allowance.





12





**Note
      7 Earnings Per Share**





The
      following tables represent required disclosure of the reconciliation of the
      numerators and denominators of the basic and diluted net earnings per share
      computations.





Three
                months ended**March
                2, 2007**
            
            March
                3, 2006**Per**
            
            
            
            
            
            Per**Earnings**
            
            **Shares**
            
            **share**
            
            Earnings
            
            Shares
            
            share**(Numerator)**
            
            **(Denominator)**
            
            **amount**
            
            (Numerator)
            
            (Denominator)
            
            amountNet
                (loss) earnings
            
            **$**
            **(183,274**
            **)**
            
            
            
            
            
            
            $
            (1,101,631
            )**Basic
                (loss) earnings per share**:Net
                (loss) earnings availableto
                common shareholders
            
            **$**
            **(183,274**
            **)**
            
            **12,582,875**
            
            **$**
            **(.01**
            **)**
            $
            (1,101,631
            )
            
            12,579,051
            
            $
            (.09
            )Effect
                of dilutive potentialcommon
                shares:Stock
                options
            
            
            **-**
            
            
            **-**
            
            
            
            
            
            -
            
            
            -**Diluted
                (loss) earnings per share:**Net
                (loss) earnings availableto
                common shareholders
            
            **$**
            **(183,274**
            **)**
            
            **12,582,875**
            
            **$**
            **(.01**
            **)**
            $
            (1,101,631
            )
            
            12,
                579,051
            
            $
            (.09
            )





Six
                months ended**March
                2, 2007**
            
            March
                3, 2006**Per**
            
            
            
            
            
            Per**Earnings**
            
            **Shares**
            
            **share**
            
            Earnings
            
            Shares
            
            share**(Numerator)**
            
            **(Denominator)**
            
            **amount**
            
            (Numerator)
            
            (Denominator)
            
            amountNet
                (loss) earnings
            
            **$**
            **(1,145,224**
            **)**
            
            
            
            
            
            
            $
            (1,744,133
            )**Basic
                (loss) earnings per share:**Net
                (loss) earnings availableto
                common shareholders
            
            **$**
            **(1,145,224**
            **)**
            
            **12,580,963**
            
            **$**
            **(.09**
            **)**
            $
            (1,744,133
            )
            
            12,579,051
            
            $
            (.14
            )Effect
                of dilutive potentialcommon
                shares:Stock
                options
            
            
            **-**
            
            
            **-**
            
            
            
            
            
            -
            
            
            -**Diluted
                (loss) earnings per share**:Net
                (loss) earnings availableto
                common shareholders
            
            **$**
            **(1,145,224**
            **)**
            
            **12,580,963**
            
            **$**
            **(.09**
            **)**
            $
            (1,744,133
            )
            
            12,579,051
            
            $
            (.14
            )




13





Stock
      options excluded from the diluted net (loss) earnings per share calculation
      due
      to their anti-dilutive effect are as follows:


Three
                  months ended
              
              Six
                  months ended**March
                  2,**
              
              March
                  3,
              
              **March
                  2,**
              
              March
                  3,**2007**
              
              2006
              
              **2007**
              
              2006Common
                  stock options:Number
                  of shares
              
              **1,096,531**
              
              1,345,531
              
              **1,096,531**
              
              1,345,531Exercise
                  price
              
              **$****.63
                  to $2.72**
              
              $.63
                  to $2.72
              
              **$****.63
                  to $2.72**
              
              $.63
                  to $2.72


**Note
      8 Segment Information and Significant Customers**





In
      accordance with Statement of Financial Accounting Standards No. 131, “Disclosure
      about Segments of an Enterprise and Related Information,” the Company operates
      within a single reportable segment, the manufacture and sale of satellite
      communications equipment.





In
      this
      single operating segment the Company has three sources of revenues as
      follows:


Three
                  months ended
              
              Six
                  months ended**March
                  2,**
              
              March
                  3,
              
              **March
                  2,**
              
              March
                  3,**2007**
              
              2006
              
              **2007**
              
              2006Product
                  LineDirect
                  Broadcast Satellite
              
              **$**
              **4,580,032**
              
              $
              4,416,178
              
              **$**
              **9,212,253**
              
              $
              9,199,454Analog
                  and Custom Products
              
              
              **57,317**
              
              
              9,357
              
              
              **62,586**
              
              
              47,082Service
              
              
              **133,316**
              
              
              154,023
              
              
              **279,303**
              
              
              317,655**$**
              **4,770,665**
              
              $
              4,579,558
              
              **$**
              **9,554,142**
              
              $
              9,564,191





Revenue s
      by
      geographic area are as follows:





Three
                months ended
            
            Six
                months ended**March
                2,**
            
            March
                3,
            
            **March
                2,**
            
            March
                3,**2007**
            
            2006
            
            **2007**
            
            2006Geographic
                AreaUnited
                States
            
            **$**
            **3,924,608**
            
            $
            4,359,751
            
            **$**
            **8,355,243**
            
            $
            9,084,023Latin
                America
            
            
            **5,649**
            
            
            7,027
            
            
            **42,170**
            
            
            88,076Canada
            
            
            **79,328**
            
            
            33,381
            
            
            **104,332**
            
            
            81,118Europe
            
            
            **752,965**
            
            
            175,769
            
            
            **1,040,002**
            
            
            304,234Other
            
            
            **8,115**
            
            
            3,630
            
            
            **12,395**
            
            
            6,740**$**
            **4,770,665**
            
            $
            4,579,558
            
            **$**
            **9,554,142**
            
            $
            9,564,191




14




All
      of
      the Company’s long-lived assets are located in the United States. Customers
      representing 10% or more of the respective periods’ revenues are as
      follows:


Three
                  months ended
              
              Six
                  months ended**March
                  2,**
              
              March
                  3,
              
              **March
                  2,**
              
              March
                  3,**2007**
              
              2006
              
              **2007**
              
              2006Customer
                  1
              
              
              **(a**
              **)**
              
              **28.9**
              **%**
              
              **18.2**
              **%**
              
              **13.8**
              **%**Customer
                  2
              
              
              **10.2**
              **%**
              
              **19.2**
              **%**
              
              **10.2**
              **%**
              
              **19.7**
              **%**Customer
                  3
              
              
              **12.6**
              **%**
              
              **(a**
              **)**
              
              **10.6**
              **%**
              
              **(a**
              **)**Customer
                  4
              
              
              **(a**
              **)**
              
              **(a**
              **)**
              
              **10.8**
              **%**
              
              **(a**
              **)**Customer
                  5
              
              
              **12.3**
              **%**
              
              **(a**
              **)**
              
              **(a**
              **)**
              
              **(a**
              **)**Customer
                  6
              
              
              **13.7**
              **%**
              
              **(a**
              **)**
              
              **(a**
              **)**
              
              **(a**
              **)**


(a)  Revenues
      for the period were less than 10% of total revenues.




**Note
      9 Commitments**





We
      have
      two manufacturing and purchasing agreements for certain finished goods
      inventories. At March 2, 2007, outstanding purchase commitments under these
      agreements amounted to $3,700,000. Pursuant to the above agreements, at March
      2,
      2007, we had outstanding letters of credit in the amount of
      $1,168,000.





**Note
      10 Guarantees and Warranty Liability**





Warranty




We
      warrant our products for a 12 to 14 month period beginning at the date of
      shipment. The warranty provides for repair or replacement of defective products
      returned during the warranty period at no cost to the customer. We expense
      costs
      for routine warranty repairs as incurred. Additional provisions are made for
      non-routine warranty repairs based on estimated costs to repair at the point
      in
      time in which the warranty claim is identified. Accrued warranty provisions
      which remained outstanding at March 2, 2007, amounted to $435,000. For the
      six
      months ended March 2, 2007, accrued warranty provisions were increased by
      $100,000. Warranty expense recognized during the six months ended March 2,
      2007,
      amounted to $100,000.





Letters
      of Credit




We
      provide standby letters of credit in the ordinary course of business to certain
      suppliers pursuant to manufacturing and purchasing agreements. At March 2,
      2007,
      outstanding letters of credit amounted to $1,168,000.





Financing
      Agreements




The
      Company guarantees the bank loan facility of WCI. The bank facility provides
      a
      maximum available credit limit of $5,000,000. At March 2, 2007, balances
      outstanding on the loan facility were $804,000.





Indemnification
      Obligations




We
      are
      obligated to indemnify our officers and the members of our Board of Directors
      pursuant to our bylaws and contractual indemnity agreements. We routinely sell
      products with a limited intellectual property indemnification included in the
      terms of sale or in certain contractual arrangements. The scope of these
      indemnities varies, but in some instances, includes indemnification for damages
      and expenses (including reasonable attorneys’ fees). Certain requests for
      indemnification have been received by us pursuant to these arrangements (see
      Part II Item 1. Legal, for further discussion). At March 2, 2007 and September
      1, 2006, $60,000 remained accrued in respect to the indemnification
      provisions.




15




**WEGENER
      CORPORATION AND SUBSIDIARIES**





**ITEM
      2.** **MANAGEMENT'S
      DISCUSSION AND ANALYSIS OF FINANCIAL** **CONDITION
      AND RESULTS OF OPERATIONS**





This
      information should be read in conjunction with the consolidated financial
      statements and the notes thereto included in Item 1 of this Quarterly Report
      and
      the audited consolidated financial statements and notes thereto and Management’s
      Discussion and Analysis of Financial Condition and Results of Operations for
      the
      year ended September 1, 2006, contained in the Company’s 2006 Annual Report on
      Form 10-K.




Certain
      statements contained in this filing are “forward-looking statements” within the
      meaning of the Private Securities Litigation Reform Act of 1995, and the Company
      intends that such forward-looking statements are subject to the safe harbors
      created thereby.  Forward-looking statements may be identified by words
      such as "believes," "expects," "projects," "plans," "anticipates," and similar
      expressions, and include, for example, statements relating to expectations
      regarding  future sales, income and cash flows. Forward-looking statements
      are based upon the Company’s current expectations and assumptions, which are
      subject to a number of risks and uncertainties including, but not limited
      to:  customer acceptance and effectiveness of recently introduced products;
      development of additional business for the Company’s digital video and audio
      transmission product lines; effectiveness of the sales organization; the
      successful development and introduction of new products in the future; delays
      in
      the conversion by private and broadcast networks to next generation digital
      broadcast equipment; acceptance by various networks of standards for digital
      broadcasting; the Company’s liquidity position and capital resources; general
      market conditions which may not improve during fiscal year 2007  and
      beyond; and success of the Company’s research and development efforts aimed at
      developing new products. Additional potential risks and uncertainties include,
      but are not limited to, economic conditions, customer plans and commitments,
      product demand, government regulation, rapid technological developments and
      changes, intellectual property disputes, performance issues with key suppliers
      and subcontractors, delays in product development and testing, availability
      of
      raw materials, new and existing well-capitalized competitors, and other
      uncertainties detailed from time to time in the Company’s periodic Securities
      and Exchange Commission filings, including the Company’s most recent Form 10-K.
      Such forward-looking statements are subject to risks, uncertainties and other
      factors and are subject to change at any time, which could cause actual results
      to differ materially from future results expressed or implied by such
      forward-looking statements. Forward-looking statements speak only as of the
      date
      the statement was made. The Company does not undertake any obligation to update
      any forward-looking statements.





**OVERVIEW**




We
      design
      and manufacture satellite communications equipment through Wegener
      Communications, Inc. (WCI), a wholly-owned subsidiary. WCI is a leading provider
      of digital solutions for video, audio and IP data networks, primarily via
      satellite delivery. Applications include broadcast and cable television,
      business television, IP data delivery, distance education, business music and
      radio networks. COMPEL, our patented network control system, provides network
      flexibility to regionalize programming, commercials and file
      transfers.




We
      are
      continuing to invest in new technologies utilizing MPEG-4/H.264 video
      compression and DVB-S2 satellite modulation combined. MPEG-4/H.264 compression
      and DVB-S2 modulation reduce bandwidth utilization by about half, which allows
      present networks to cut recurring costs by up to 50% and allows the creation
      of
      new networks that were not possible with previous technologies. Alternately,
      our
      customers will be able to upgrade their video to high definition and increase
      its quality significantly while maintaining similar bandwidth utilization to
      their current MPEG-2 standard definition offering. The SMD515 IPTV settop and
      the Unity ® 550-2
      Enterprise Media Receiver are our first products with MPEG-4/H.264 technology,
      and we continue to explore other potential applications for the technology.
      We
      expect the development of products utilizing MPEG-4/H.264 technology to continue
      throughout fiscal 2007. We believe that market demand for MPEG-4 technology
      is
      very strong. However, the conversion of new business opportunities into firm
      orders depends on the availability of next generation products with MPEG-4
      and
      DVB-S2 technologies. We are extremely focused on completion of these products.




With
      our
      technology leadership in MPEG-4 IPTV Set Top Boxes, DVB-S2 satellite networks
      and digital media distribution, we believe we are well positioned to capitalize
      on future industry trends. As we work to realize this potential, we and our
      Board of Directors have determined that we should examine potential means for
      further strengthening our strategic position and maximizing value for our
      shareholders. During the second quarter of fiscal 2007, the Board of Directors
      formed a committee of independent directors to explore strategic and financial
      alternatives to enhance shareholder value. We retained Near Earth LLC as our
      exclusive financial advisor in this evaluation process. These strategic
      alternatives may include: (i) technology licensing agreements, (ii) product
      development and marketing arrangements, joint ventures or strategic
      partnerships, (iii) strategic acquisitions, mergers or other business
      combinations, or (iv) the merger or sale of all or part of the Company. We
      are
      also evaluating various financing alternatives to unlock the market value of
      our
      headquarters and associated real estate to support our capital needs. There
      can
      be no assurance that the exploration of strategic alternatives will result
      in
      any specific transaction. We do not expect to disclose further developments
      regarding the process until the completion of the strategic alternatives review
      and a decision by the Board of Directors regarding a transaction or course
      of
      action.





16


**Financial
      Position and Liquidity**





At
      March
      2, 2007, we had line of credit borrowings outstanding of $804,000. Our
      $5,000,000 bank loan facility is subject to availability advance formulas based
      on eligible accounts receivable, import letter of credit commitment balances
      and
      inventories. The loan facility matures on June 30, 2007, or upon demand. At
      March 2, 2007, **** approximately
      $1,301,000, net of outstanding letters of credit in the amount of $1,168,000,
      remained available to borrow under the advance formulas. Currently our bank
      allows 50% of the value of letters of credit as collateral while reducing
      borrowing availability by the full amount of outstanding letter of credit
      balances. As a result, we may at various times during fiscal 2007 require
      overadvances to the bank’s collateral formula until the letter of credit
      inventory commitments convert to receivables, against which the bank will allow
      80% as available collateral. There is no assurance the bank will grant
      overadvances in sufficient amounts and for the duration of time required to
      support operations until the inventory is sold. As a result we may need to
      obtain additional sources of financing. No assurances may be given that
      additional sources of capital, if needed, would be available. During second
      quarter of fiscal 2007, the average daily balance outstanding was $520,000
      and
      the highest outstanding balance was $1,161,000. We expect average outstanding
      borrowings to increase in the third quarter of fiscal 2007.





During
      the first six months of fiscal 2007 our cash balances decreased by $863,000,
      line of credit borrowings increased to the outstanding balance of $804,000
      while
      proceeds from exercised stock options provided $57,000 of cash. These funds
      were
      used to fund net cash used by operating activities of $731,000, and cash used
      by
      investing activities consisting of capitalized software additions of $775,000,
      equipment additions of $131,000 and $87,000 for license agreements and legal
      fees related to the filing of applications for various patents and
      trademarks.





(See
      the
      Liquidity and Capital Resources section on page 20 for further
      discussion.)





**RESULTS
      OF OPERATIONS**




**THREE
      AND SIX MONTHS ENDED MARCH 2, 2007 COMPARED TO THREE AND SIX MONTHS ENDED MARCH
      3, 2006**




The
      following table sets forth, for the periods indicated, the components of our
      results of operations as a percentage of sales:




Three
                months ended
            
            Six
                months ended**March
                2,**
              **2007**
            
            March
                3,
              2006
            
            **March
                2,**
              **2007**
            
            March
                3,
              2006Revenues
            
            
            **100.0**
            **%**
            
            100.0
            %
            
            **100.0**
            **%**
            
            100.0
            %Cost
                of products sold
            
            
            **59.1**
            
            
            66.8
            
            
            **67.3**
            
            
            67.0Gross
                margin
            
            
            **40.9**
            
            
            33.2
            
            
            **32.7**
            
            
            33.0Selling,
                general, and administrative
            
            
            **28.0**
            
            
            40.2
            
            
            **27.6**
            
            
            35.5Research
                & development
            
            
            **16.2**
            
            
            16.7
            
            
            **16.7**
            
            
            15.5Operating
                (loss) income
            
            
            **(3.4**
            **)**
            
            (23.7
            )
            
            **(11.6**
            **)**
            
            (18.0
            )Interest
                expense
            
            
            **(
                .5**
            **)**
            
            (
                .4
            )
            
            **(
                .5**
            **)**
            
            (
                .3
            )Interest
                income
            
            
            **.1**
            
            
            -
            
            
            **.1**
            
            
            .1(Loss)
                earnings before income taxes
            
            
            **(3.8**
            **)**
            
            (24.1
            )
            
            **(12.0**
            **)**
            
            (18.2
            )Income
                tax expense
            
            
            **-**
            
            
            -
            
            
            **-**
            
            
            -Net
                (loss) earnings
            
            
            **(3.8**
            **)%**
            
            (24.1
            )%
            
            **(12.0**
            **)%**
            
            (18.2
            )%




The
      operating results for the three and six months ended March 2, 2007 were net
      losses of $(183,000) or $(0.01) per share and $(1,145,000) or $(0.09) per share,
      respectively, compared to $(1,102,000) or $(0.09) per share and $(1,744,000)
      or
      $(0.14) per share, respectively, for the three and six months ended March 3,
      2006.





17


**Revenues** -
      Revenues for the three months ended March 2, 2007 increased $191,000 or 4.2%
      to
      $4,771,000 from $4,580,000 for the same period in fiscal 2006. Revenues for
      the
      six months ended March 2, 2007 decreased $10,000 or .1% to $9,554,000 from
      $9,564,000 for the same period in fiscal 2006.





Direct
      Broadcast Satellite (DBS) revenues (including service revenues) increased
      $143,000 or 3.1% in the second quarter of fiscal 2007 to $4,713,000 from
      $4,570,000 in the same period of fiscal 2006. For the six months ended March
      2,
      2007, DBS revenues decreased $25,000 or .3% to $9,492,000 from $9,517,000 for
      the six months ended March 3, 2006. The first six months of fiscal 2007
      benefited from resolution of engineering development delays of the
      iPump ® 6420,
      resulting in revenues from Jones Radio Networks, which was scheduled to begin
      shipping in the fourth quarter of fiscal 2006. Revenues and order backlog are
      subject to the timing of significant orders from customers and new product
      introductions, and as a result revenue levels may fluctuate from quarter to
      quarter.





For
      the
      three months ended March 2, 2007, four customers accounted for 13.7%, 12.6%,
      12.3% and 10.2% of revenues, respectively. For the three months ended March
      3,
      2006, two customers accounted for 28.9% and 19.2% of revenues, respectively.
      For
      the six months ended March 2, 2007, four customers accounted for 18.2%, 10.8%,
      10.6% and 10.2% of revenues, respectively. For the six months ended March 3,
      2006, two customers accounted for 19.7% and 13.8% of revenues, respectively.
      Sales to a relatively small number of major customers have typically comprised
      a
      majority of our revenues and that trend is expected to continue throughout
      fiscal 2007 and beyond.





Our
      backlog is comprised of undelivered, firm customer orders which are scheduled
      to
      ship within eighteen months. The backlog was approximately $8.4 million at
      March
      2, 2007, compared to $10.7 million at September 1, 2006, and $15.9 million
      at
      March 3, 2006. Four customers accounted for 36.9 %, 21.6%, 9.1% and 7.9%,
      respectively, of the backlog at March 2, 2007. The total multi-year backlog
      at
      March 2, 2007, was approximately $16.3 million compared to $19.4 million at
      September 1, 2006 and $25.9 million at March 3, 2006.





**Gross
      Profit Margins** - The
      Company's gross profit margin percentages were 40.9% and 32.7% for the three
      and
      six month periods ended March 2, 2007, compared to 33.2% and 33.0% for the
      three
      and six month periods ended March 3, 2006. Gross profit margin dollars increased
      $428,000 for the three months ended March 2, 2007 and decreased $27,000 for
      the
      six months ended March 2, 2007, compared to the same periods in fiscal 2006.
      The
      increase in margin percentages and dollars for the three months ended March
      2,
      2007 was mainly due to a favorable sales mix of products and services having
      lower variable costs. Profit margins in the three and six month periods of
      fiscal 2007 were favorably impacted by decreases in capitalized software
      amortization expenses of $108,000 and $127,000, respectively. In addition,
      profit margins in the three and six month periods of fiscal 2007 included
      inventory reserve charges of none and $75,000 compared to $50,000 and $100,000
      for the same periods of fiscal 2006 and warranty provisions of none and $100,000
      compared to $50,000 and $60,000 for the same periods of fiscal 2006.





**Selling,
      General and Administrative** -
      Selling, general and administrative (SG&A) expenses decreased $502,000 or
      27.3% to $1,338,000 for the three months ended March 2, 2007, from $1,840,000
      for the three months ended March 3, 2006. For the six months ended March 2,
      2007, SG&A expenses decreased $757,000 or 22.3% to $2,637,000 from
      $3,394,000 for the same period ended March 3, 2006. Corporate SG&A expenses
      decreased $284,000, or 47.3%, and $377,000, or 39.8%, for the three and six
      months ended March 2, 2007, respectively, compared to the same periods in fiscal
      2006, mainly due to a reduction in costs related to dissident shareholder
      issues. WCI’s SG&A expenses decreased $218,000, or 17.6%, and $380,000, or
      15.5%, for the three and six months ended March 2, 2007, compared to the same
      periods in fiscal 2006. The decrease in WCI’s SG&A expenses for the three
      months ended March 2, 2007 was mainly due to decreases in professional fees
      of
      $56,000, sales commissions of $50,000 primarily due to lower bookings, salaries
      of $41,000 due to lower headcount and bad debt expense of $65,000 due to
      collection of previously reserved accounts receivable. The decrease in WCI’s
      SG&A expenses for the six months ended March 2, 2007 included decreases in
      professional fees of $88,000, sales commissions of $90,000 primarily due to
      lower bookings, salaries of $61,000 due to lower headcount, consulting expenses
      of $27,000 and bad debt expense of $65,000 due to collection of previously
      reserved accounts receivable. SG&A expenses included $16,000 and $17,700 of
      noncash stock-based compensation in the three and six months ended March 2,
      2007
      compared to $17,000 and $27,000 in the same periods of fiscal 2006. As a
      percentage of revenues, SG&A expenses were 28.0% and 27.3% for the three and
      six month periods ended March 2, 2007, compared to 40.2% and 35.5% for the
      same
      periods in fiscal 2006.





**Research
      and Development** -
      Research and development (R&D) expenditures, including capitalized software
      development costs, were $1,172,000, or 24.6% of revenues, and $2,369,000, or
      24.8% of revenues, for the three and six month periods ended March 2, 2007,
      compared to $1,131,000, or 24.7% of revenues, and $2,252,000, or 23.5% of
      revenues, for the same periods of fiscal 2006. The increases in expenditures
      in
      the three and six months ended March 2, 2007, compared to the same periods
      of
      fiscal 2006, were mainly due to increased salaries related to increases in
      compensation and headcount and increased recruiting cost related to new hires
      offset by reductions in consulting and prototype parts costs. Capitalized
      software development costs amounted to $399,000 and $775,000 for the second
      quarter and first six months of fiscal 2007 compared to $367,000 and $768,000
      for the same periods of fiscal 2006. The increase in second quarter capitalized
      software costs are due to increased expenditures related to MPEG-4/H.264
      products. R&D expenses, excluding capitalized software expenditures, were
      $773,000, or 16.2% of revenues, and $1,594,000, or 16.7% of revenues, for the
      three and six months ended March 2, 2007, compared to $764,000, or 16.7% of
      revenues, and $1,484,000, or 15.5% of revenues, for the same periods of fiscal
      2006. The increase in expenses in the first six months of fiscal 2007 compared
      to the same period of fiscal 2006 was mainly due to the increases in
      expenditures discussed above.





18


**Interest
      Expense** -
      Interest expense increased $5,000 to $25,000 for the three months ended March
      2,
      2007, from $20,000 for the three months ended March 3, 2006. For the six months
      ended March 3, 2006, interest expense increased $25,000 to $50,000 from $25,000
      for the same period ended March 3, 2006. The increases for the three and six
      month periods in fiscal 2007 were primarily due to an increase in average
      outstanding letter of credit commitment balances and an increase in interest
      expense associated with higher average line-of-credit borrowings.





**Interest
      Income** **-** Interest
      income was $4,000 and $9,000 for the three and six month periods ended March
      2,
      2007, compared to $2,000 and $5,000 for the same periods ended March 3, 2006.
      The increases for the three and six months ended March 2, 2007 were mainly
      due
      to a higher average of daily balance of cash and cash equivalents during the
      periods.





**Income
      Tax Expenses** **-** For the
      six months ended March 2, 2007, no income tax benefit was recorded due to an
      increase in the deferred tax asset valuation allowance. The valuation allowance
      increased $412,000 in the first six months of fiscal 2007. At March 2, 2007,
      net
      deferred tax assets of $6,160,000 were fully reserved by the valuation
      allowance. At March 2, 2007, we had a federal net operating loss carryforward
      of
      approximately $10,529,000, which expires beginning fiscal 2020 through fiscal
      2027. Additionally, we had an alternative minimum tax credit of $138,000 and
      state income tax credits of $199,000 expiring in fiscal 2009, both of which
      were
      fully offset by the valuation allowance.





**CRITICAL
      ACCOUNTING POLICIES**





Certain
      accounting policies are very important to the portrayal of our financial
      condition and results of operations and require management’s most subjective or
      difficult judgements. These policies are as follows:





**Revenue
      Recognition** - Our
      revenue recognition policies are in compliance with Staff Accounting Bulletin
      (SAB) No. 104, “Revenue Recognition”, SAB No. 101, “Revenue Recognition in
      Financial Statements” and EITF Issue No. 00-21, "Revenue Arrangements with
      Multiple Deliverables." Revenue is recognized when persuasive evidence of an
      agreement with the customer exists, products are shipped or title passes
      pursuant to the terms of the agreement with the customer, the amount due from
      the customer is fixed or determinable, collectibility is reasonably assured,
      and
      there are no significant future performance obligations. Service revenues are
      recognized at the time of performance. Extended service maintenance contract
      revenues are recognized ratably over the maintenance contract term, which is
      typically one year. The unrecognized revenue portion of maintenance contracts
      invoiced is recorded as deferred revenue. At March 2, 2007, deferred extended
      service maintenance revenues were $544,000 and deferred revenues related to
      future performance obligations were $325,000 and are expected to be recognized
      as revenue in varying amounts throughout fiscal 2007 and into fiscal 2008.
      We
      recognize revenue in certain circumstances before delivery has occurred
      (commonly referred to as “bill and hold” transactions). In such circumstances,
      among other things, risk of ownership has passed to the buyer, the buyer has
      made a written fixed commitment to purchase the finished goods, the buyer has
      requested the finished goods be held for future delivery as scheduled and
      designated by them, and no additional performance obligations exist by the
      Company. For these transactions, the finished goods are segregated from
      inventory and normal billing and credit terms are granted. For the six months
      ended March 2, 2007, revenues to one customer in the amount of $602,000 were
      recorded prior to delivery as bill and hold transactions and were paid in full
      at March 2, 2007.





These
      policies require management, at the time of the transaction, to assess whether
      the amounts due are fixed or determinable, collection is reasonably assured,
      and
      if future performance obligations exist. These assessments are based on the
      terms of the agreement with the customer, past history and credit worthiness
      of
      the customer. If management determines that collection is not reasonably assured
      or future performance obligations exist, revenue recognition is deferred until
      these conditions are satisfied.





Our
      principal sources of revenues are from the sales of various satellite
      communications equipment. Embedded in our products is internally developed
      software of varying applications **.** We
      evaluate our products to assess whether software is more than incidental to
      a
      product. When we conclude that software is more than incidental to a product,
      we
      will account for the product as a software product. Revenue on software products
      and software-related elements is recognized in accordance with SOP
      No. 97-2,
      “Software Revenue Recognition” as amended by SOP No. 98-9, “Software Revenue
      Recognition, with Respect to Certain Transactions.” Significant
      judgment may be required in determining whether a product is a software or
      hardware product.





19


**Inventory
      Reserves** **-** Inventories
      are valued at the lower of cost (at standard cost, which approximates actual
      cost on a first-in, first-out basis) or market. Inventories include the cost
      of
      raw materials, labor and manufacturing overhead. We make inventory reserve
      provisions for obsolete or slow-moving inventories as necessary to properly
      reflect inventory value. These reserves are to provide for items that are
      potentially slow-moving, excess or obsolete. Changes in market conditions,
      lower
      than expected customer demand and rapidly changing technology could result
      in
      additional obsolete and slow-moving inventory that is unsaleable or saleable
      at
      reduced prices, which could require additional inventory reserve provisions.
      At
      March 2, 2007, inventories, net of reserve provisions, amounted to $4,059,000.





**Capitalized
      Software Costs** **-** Software
      development costs are capitalized subsequent to establishing technological
      feasibility. Capitalized costs are amortized based on the larger of the amounts
      computed using (a) the ratio that current gross revenues for each product bears
      to the total of current and anticipated future gross revenues for that product,
      or (b) the straight-line method over the remaining estimated economic life
      of
      the product. Expected future revenues and estimated economic lives are subject
      to revisions due to market conditions, technology changes and other factors
      resulting in shortfalls of expected revenues or reduced economic lives, which
      could result in additional amortization expense or write-offs. At March 2,
      2007,
      capitalized software costs, net of accumulated amortization, amounted to
      $1,233,000 .





**Deferred
      Tax Asset Valuation Allowance** -
      Deferred tax assets are recognized for deductible temporary differences, net
      operating loss carryforwards, and credit carryforwards if it is more likely
      than
      not that the tax benefits will be realized. Realization of our deferred tax
      assets depends on generating sufficient future taxable income prior to the
      expiration of the loss and credit carryforwards. At **** March
      2,
      2007, deferred tax assets in the amount of $6,160,000 were fully reserved by
      a
      valuation allowance. For the six months ended March 2, 2007, the valuation
      allowance was increased by $412,000.





**Accounts
      Receivable Valuation** - We
      maintain allowances for doubtful accounts for estimated losses resulting from
      the inability of our customers to make required payments. If the financial
      condition of our customers were to deteriorate, resulting in an impairment
      of
      their ability to make payments, additional allowances would be required. At
      March 2, 2007, accounts receivable, net of allowances for doubtful accounts,
      amounted to $2,631,000 .





**LIQUIDITY
      AND CAPITAL RESOURCES**




**SIX
      MONTHS ENDED MARCH 2, 2007**





At
      March
      2, 2007, our primary source of liquidity was a $5,000,000 bank loan facility,
      which is subject to availability advance formulas based on eligible accounts
      receivable, import letter of credit commitment balances and inventories. At
      March 2, 2007, we had line of credit borrowings outstanding of $804,000. At
      March 2, 2007, **** approximately
      $1,301,000, net of outstanding letters of credit in the amount of $1,168,000,
      was available to borrow under the advance formulas. Cash and cash equivalents
      decreased $863,000 during the first six months of fiscal 2007.





During
      the first six months of fiscal 2007, operating activities used $731,000 of
      cash.
      Net losses adjusted for noncash expenses provided $107,000 of cash, while
      changes in accounts receivable and customer deposit balances used $907,000
      of
      cash. Changes in inventories, accounts payable and accrued expenses, and other
      assets provided $69,000 of cash. Cash used by investing activities was $119,000
      for property and equipment expenditures, $768,000 for capitalized software
      additions and $25,000 for legal expenses related to the filing of applications
      for various patents and trademarks. Financing activities provided $804,000
      of
      cash from the net line-of-credit borrowings and $57,000 of cash from exercised
      stock options.





WCI’s
      bank loan facility provides a maximum available credit limit of $5,000,000
      subject to availability advance formulas. The loan facility matures on June
      30,
      2007, or upon demand and requires an annual facility fee of .75% of the maximum
      credit limit. The loan facility consists of a term loan and a revolving line
      of
      credit with a combined borrowing limit of $5,000,000, bearing interest at the
      bank’s prime rate (8.25% at March 2, 2007). The bank retained the right to
      adjust the interest rate, subject to financial performance of the
      Company.





The
      term
      loan facility provides for a maximum of $1,000,000 for advances of up to 80%
      of
      the cost of equipment acquisitions. Principal advances are payable monthly
      over
      sixty months with a balloon payment due at maturity. The revolving line of
      credit is subject to availability advance formulas of 80% against eligible
      accounts receivable; 20% of eligible raw materials inventories; 20% of eligible
      work-in-process kit inventories; 40% to 50% of eligible finished goods
      inventories and 50% of import letter of credit commitment balances. The loan
      is
      secured by a first lien on substantially all of WCI’s assets and guaranteed by
      Wegener Corporation. At March 2, 2007, balances outstanding on the revolving
      line of credit amounted to $804,000. No borrowings were outstanding under the
      equipment term loan portions of **** the
      loan
      facility. At March 2, 2007, **** approximately
      $1,301,000, net of outstanding letters of credit in the amount of $1,168,000,
      remained available to borrow under the advance formulas. Currently our bank
      allows 50% of the value of letters of credit as collateral while reducing
      borrowing availability by the full amount of outstanding letter of credit
      balances. As a result, we may at various times during fiscal 2007 require
      overadvances to the bank’s collateral formula until the letter of credit
      inventory commitments convert to receivables, against which the bank will allow
      80% as available collateral. There is no assurance the bank will grant
      overadvances in sufficient amounts and for the duration of time required to
      support operations until the inventory is sold. As a result we may need to
      obtain additional sources of financing. No assurances may be given that
      additional sources of capital, if needed, would be available. During second
      quarter of fiscal 2007, the average daily balance outstanding was $520,000
      and
      the highest outstanding balance was $1,161,000. We expect average outstanding
      borrowings to increase in the third quarter of fiscal 2007.





20


In
      addition, at March 2, 2007, we had land and buildings and improvements with
      a
      cost basis of $4,454,000 which had no mortgage balances outstanding. Land and
      buildings are not currently used in the existing loan facility’s availability
      advance formulas; however, we believe these assets could be used to support
      additional borrowing capacities either with our existing bank or from other
      sources.





Under
      the
      loan facility, we are required to maintain a minimum tangible net worth at
      the
      end of each fiscal 2007 quarter and maintain increased amounts annually at
      each
      fiscal year end commencing with fiscal year 2008. In addition, we are to retain
      certain key employees, maintain certain financial ratios, and are precluded
      from
      paying dividends. At March 2, 2007, we were in compliance with the covenants.





While
      no
      assurances may be given, we believe, based on preliminary discussions with
      the
      bank, that we will be able to renew the line of credit upon maturity. We expect
      that the renewal will result in an increase in borrowing costs either by an
      increase in the annual facility fee and/or an increase in the interest
      rate.





We
      have
      two manufacturing and purchasing agreements for certain finished goods
      inventories. At March 2, 2007, outstanding purchase commitments under these
      agreements amounted to $3,700,000. Pursuant to the above agreements, at March
      2,
      2007, we had outstanding letters of credit in the amount of
      $1,168,000.





The
      Company has never paid cash dividends on its common stock and does not intend
      to
      pay cash dividends in the foreseeable future.




A
      summary
      of our long-term contractual obligations as of March 2, 2007 consisted
      of:




Payments
                Due by PeriodContractual
                Obligations
            
            Total
            
            Fiscal
              2007
            
            Fiscal
              2008-2009
            
            Fiscal
              20010-2011Operating
                leases
            
            $
            67,000
            
            $
            21,000
            
            $
            42,000
            
            $
            4,000Purchase
                commitments
            
            
            3,633,000
            
            
            3,633,000
            
            
            -
            
            
            -Total
            
            $
            3,700,000
            
            $
            3,654,000
            
            $
            42,000
            
            $
            4,000




21




**ITEM
      3.**  **QUANTITATIVE
      AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK**





Our
      exposure to market rate risk for changes in interest rates relates primarily
      to
      our revolving line of credit and cash equivalents. The interest rate on certain
      advances under the line of credit and term loan facility fluctuates with the
      bank’s prime rate. At March 2, 2007, line of credit outstanding borrowings
      amounted to  $804,000.





We
      do not
      enter into derivative financial instruments. All sales and purchases are
      denominated in U.S. dollars.




**ITEM
      4.**  **CONTROLS
      AND PROCEDURES**




The
      Company carried out an evaluation, under the supervision and with the
      participation of the Company’s management, including the Chief Executive Officer
      (CEO) and the Chief Financial Officer (CFO), of the effectiveness of the design
      and operation of the Company’s disclosure controls and procedures as of the end
      of the period covered by this report (March 2, 2007). Based upon that
      evaluation, the Company’s CEO and CFO have concluded that the Company’s
      disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e)
      of the Securities Exchange Act of 1934, as amended) are effective. There has
      been no change in the Company’s internal control over financial reporting during
      the most recent fiscal quarter that has materially affected, or is reasonably
      likely to materially affect, the Company’s internal control over financial
      reporting.




**ITEM
      4T. CONTROLS AND PROCEDURES**




Not
      applicable




22




**PART
      II. OTHER INFORMATION**




**ITEM
      1. LEGAL PROCEEDINGS**





On
      June 1, 2006, a complaint was filed by Rembrandt Technologies, LP
      (Rembrandt) against Charter Communications, Inc. (Charter), Cox Communications
      Inc. (Cox), CSC Holdings, Inc. (CSC) and Cablevisions Systems Corp.
      (Cablevision) in the United States District Court for the Eastern District
      of
      Texas alleging patent infringement. The complaint alleges that products and
      services sold by Charter infringe certain Rembrandt patents related to cable
      modem, voice-over internet, and video technology and applications. The case
      may
      be expensive to defend and there may be substantial monetary exposure if
      Rembrandt is successful in its claim against Charter and then elects to pursue
      other cable operators that use the allegedly infringing products. Wegener has
      not been named a party in the suit. However, subsequent to December 1, 2006,
      Charter has requested us to defend and indemnify Charter to the extent that
      the
      Rembrandt allegations are premised upon Charter’s use of products that we have
      sold to Charter. To date, we have not agreed to Charter’s request. Trial date of
      this matter is not known at this time. At this point, the outcome is uncertain
      and we are presently unable to assess the impact, if any, of this litigation
      on
      Wegener.





On
      June 1, 2006, a complaint substantially similar to the above described suit
      was filed by Rembrandt against Time
      Warner Cable (TWC) in the
      United States District Court for the Eastern District of Texas. Wegener
      has not been named a party in the suit, but TWC has requested us (as well as
      other equipment vendors) to contribute 2% of the defense costs related to this
      matter as a result of the products that we and others have sold to TWC. To
      date,
      we have not agreed to contribute to the payment of legal costs related to this
      case. Trial date of this matter is not known at this time. At this point, the
      outcome is uncertain and we are presently unable to assess the impact, if any,
      of this litigation on Wegener.





On
      September 16, 2005, a complaint substantially similar to the foregoing was
      filed by Rembrandt against Comcast Corporation (Comcast) in the United States
      District Court for the Eastern District of Texas. Wegener has not been named
      a
      party in the suit, but we have received a subpoena for documents and a
      deposition related to the products we sold to Comcast. We are complying with
      the
      subpoena.





**ITEM
      1A. RISK FACTOR**





At
      March
      2, 2007, we had line of credit borrowings outstanding of $804,000. Our
      $5,000,000 bank loan facility is subject to availability advance formulas based
      on eligible accounts receivable, import letter of credit commitment balances
      and
      inventories. The loan facility matures on June 30, 2007, or upon demand. At
      March 2, 2007, **** approximately
      $1,301,000, net of outstanding letters of credit in the amount of $1,168,000,
      remained available to borrow under the advance formulas. Currently our bank
      allows 50% of the value of letters of credit as collateral while reducing
      borrowing availability by the full amount of outstanding letter of credit
      balances. As a result, we may at various times during fiscal 2007 require
      overadvances to the bank’s collateral formula until the letter of credit
      inventory commitments convert to receivables, against which the bank will allow
      80% as available collateral. There is no assurance the bank will grant
      overadvances in sufficient amounts and for the duration of time required to
      support operations until the inventory is sold. As a result we may need to
      obtain additional sources of financing. No assurances may be given that
      additional sources of capital, if needed, would be available. During second
      quarter of fiscal 2007, the average daily balance outstanding was $520,000
      and
      the highest outstanding balance was $1,161,000. We expect average outstanding
      borrowings to increase in the third quarter of fiscal 2007.





23




**ITEM
      4.**  **SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS**




On
      January 23, 2007, the Annual Meeting of Shareholders was held and the shares
      present voted on the following matters:





(1.)
            The
                shareholders approved the election of the following nominees to the
                Board
                ofDirectors
                to serve for a term of three years expiring in
                2009:




Thomas
      G.Elliot (Class III Director)


10,062,272
      votes FOR


431,782
      votes WITHHELD





Stephen
      J. Lococo (Class II Director)


10,179,612
      votes FOR


314,442
      votes WITHHELD





Ned
      L.
      Mountain (Class III Director)


10,138,512
      votes FOR


355,542
      votes WITHHELD





The
      terms
      of office of Robert A. Placek, Jeffrey J. Haas and David W. Wright as Class
      II
      directors and Phylis A. Eagle-Oldson, C. Troy Woodbury and Joe K. Parks as
      Class
      I directors, continued subsequent to the Annual Meeting.





(2.)
            The
                appointment of BDO Seidman, LLP as auditors for the Company for the
                fiscal
                year 2007 was approved with 10,412,853 votes FOR, 76,681 votes AGAINST,
                and 4,520 votes ABSTAINING.





24




**I** **TEM** **6.** **EXHIBITS**





The
      following documents are filed as exhibits to this report. An asterisk identifies
      those exhibits previously filed and incorporated herein by reference below.
      For
      each such asterisked exhibit there is shown below the description of the
      previous filing. Exhibits which are not required for this report are
      omitted.





**Exhibit
                No.**
            
            
            **Description
                of Exhibit**3.1
            *
            
            Certificate
                of Incorporation as amended through May 4, 1989. (1)3.1.1
            *
            
            Amendment
                to Certificate of Incorporation. (2)3.2
            *
            
            By-laws
                of the Company, as Amended and Restated May 17, 2006.
                (3)3.2.1
            *
            
            Amendments
                to Article III, Section 3.2 and Article XII of the By-laws of the
                Company,
                effective as of September 29, 2006. (4)31.1
            
            
            Certification
                of the Chief Executive Officer pursuant to Section 302 of the
                Sarbanes-Oxley Act of 2002.31.2
            
            
            Certification
                of the Chief Financial Officer pursuant to Section 302 of the
                Sarbanes-Oxley Act of 2002.32.1
            
            
            Certification
                of the Chief Executive Officer pursuant to Section 906 of the
                Sarbanes-Oxley Act of 2002.32.2
            
            
            Certification
                of the Chief Financial Officer pursuant to Section 906 of the
                Sarbanes-Oxley Act of 2002.




(1)
            Incorporated
                by reference to the Company's Annual Report on Form 10-K for the
                fiscal
                year ended September 1, 1989, as filed with the Commission on November
                30,
                1989.+(2)
            Incorporated
                by reference to the Company's Quarterly Report on Form 10-Q for the
                quarter ended May 30, 1997, as filed with the Commission on June
                30,
                1997.+(3)
            Incorporated
                by reference to the Company's Current Report on Form 8-K, dated May
                17,
                2006, as filed with the Commission on May 22, 2006.+(4)
            Incorporated
                by reference to the Company's Current Report on Form 8-K, dated September
                29, 2006, as filed with the Commission on October 3, 2006.++
            SEC
                file No. 0-11003




25




SIGNATURES





Pursuant
      to the requirements 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.


WEGENER
                CORPORATION(Registrant)




Date:
              April 16, 2007
            By:
            /s/
              Robert A. PlacekRobert
              A. PlacekChairman
                of the Board, President and
              Chief
                Executive Officer
              (Principal
                Executive Officer)




Date:
              April 16, 2007
            By:
            /s/
              C.
              Troy Woodbury, Jr.C.
              Troy Woodbury, Jr.Treasurer
                and Chief
              Financial
                Officer
              (Principal
                Financial and Accounting Officer)




26