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 May 31, 2002

                                       OR
   [ ]      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 of incorporation)                                      (I.R.S. Employer
                                                             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 [ ]

Indicate the number of shares  outstanding  of each of the  issuer's  classes of
common stock:

Common Stock, $.01 par value                               12,203,402 Shares
----------------------------                          --------------------------
           Class                                      Outstanding June 19, 2002

<PAGE>

                      WEGENER CORPORATION AND SUBSIDIARIES
                  FORM 10-Q FOR THE QUARTER ENDED MAY 31, 2002

                                      INDEX


PART I.   FINANCIAL INFORMATION

     Item 1.   Consolidated Financial Statements

               Introduction ...................................................3

               Consolidated Statements of Operations
               (Unaudited) - Three and Nine Months Ended
               May 31, 2002 and June 1, 2001 ..................................4

               Consolidated Balance Sheets - May 31,
               2002 (Unaudited) and August 31, 2001 ...........................5

               Consolidated Statements of Shareholders' Equity
               (Unaudited) - Nine Months Ended May 31,
               2002 and June 1, 2001 ..........................................6

               Consolidated Statements of Cash Flows
               (Unaudited) - Nine Months Ended May 31,
               2002 and June 1, 2001 ..........................................7

               Notes to Consolidated Financial
               Statements (Unaudited) ......................................8-12

     Item 2.   Management's Discussion and Analysis of Financial
               Condition and Results of Operations ........................13-17

     Item 3.   Quantitative and Qualitative Disclosures
               About Market Risk..............................................17

PART II.  OTHER INFORMATION

     Item 1.   Legal Proceedings..............................................17
     Item 2.   None
     Item 3.   None
     Item 4.   None
     Item 5.   None
     Item 6.   Exhibits and Reports on Form 8-K ..............................17

               Signatures ....................................................18

                                       2
<PAGE>

PART I.   FINANCIAL INFORMATION
-------------------------------

ITEM 1.   FINANCIAL STATEMENTS


                INTRODUCTION - CONSOLIDATED FINANCIAL STATEMENTS


The  consolidated  financial  statements  included  herein  have  been  prepared
pursuant to the rules and regulations of the Securities and Exchange Commission.
The consolidated  balance sheet as of May 31, 2002; the consolidated  statements
of  shareholders'  equity as of May 31, 2002, and June 1, 2001; the consolidated
statements of operations  for the three and nine months ended May 31, 2002,  and
June 1, 2001; and the consolidated  statements of cash flows for the nine months
ended May 31, 2002,  and June 1, 2001,  have been prepared  without  audit.  The
consolidated  balance  sheet  as of  August  31,  2001,  has  been  examined  by
independent  certified  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 August 31,
2001, 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
<PAGE>

                      WEGENER CORPORATION AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (Unaudited)


<TABLE>
<CAPTION>
                                                Three months ended                 Nine months ended
                                              MAY 31,          June 1,          MAY 31,          June 1,
                                               2002             2001             2002             2001
----------------------------------------------------------------------------------------------------------
<S>                                        <C>              <C>              <C>              <C>
Revenue                                    $  6,290,810     $  5,364,599     $ 18,184,128     $ 14,128,390
----------------------------------------------------------------------------------------------------------

Operating costs and expenses
    Cost of products sold                     4,092,591        3,983,713       11,935,666       11,497,420
    Selling, general and administrative       1,005,889        1,358,731        3,126,042        3,933,098
    Research and development                    582,003          687,543        1,872,496        2,224,511
----------------------------------------------------------------------------------------------------------

Operating costs and expenses                  5,680,483        6,029,987       16,934,204       17,655,029
----------------------------------------------------------------------------------------------------------

Operating income (loss)                         610,327         (665,388)       1,249,924       (3,526,639)
    Interest expense                            (19,425)         (16,792)         (49,389)         (40,654)
    Interest income                              14,596            3,343           20,074           58,958
----------------------------------------------------------------------------------------------------------

Earnings (loss) before income taxes             605,498         (678,837)       1,220,609       (3,508,335)

Income tax expense (benefit)                    226,000         (243,000)         453,000       (1,262,000)
----------------------------------------------------------------------------------------------------------

Net earnings (loss)                        $    379,498     $   (435,837)    $    767,609     $ (2,246,335)
==========================================================================================================

Net earnings (loss) per share:
    Basic                                  $        .03     $       (.04)    $        .06     $       (.19)
    Diluted                                $        .03     $       (.04)    $        .06     $       (.19)
==========================================================================================================

Shares used in per share calculation
    Basic                                    12,185,519       11,943,294       12,138,011       11,892,499
    Diluted                                  12,350,796       11,943,294       12,159,661       11,892,499
==========================================================================================================
</TABLE>

See accompanying notes to consolidated financial statements.

                                       4
<PAGE>

                      WEGENER CORPORATION AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>
                                                          MAY 31,        August 31,
                                                           2002             2001
------------------------------------------------------------------------------------
ASSETS                                                  (UNAUDITED)
<S>                                                    <C>              <C>
Current assets
    Cash and cash equivalents                          $  4,714,330     $  1,926,723
    Accounts receivable                                   2,485,962        1,076,420
    Inventories                                           5,092,554        7,485,883
    Deferred income taxes                                 2,292,000        2,207,000
    Other                                                   101,761          134,095
------------------------------------------------------------------------------------

         Total current assets                            14,686,607       12,830,121

Property and equipment, net                               3,143,192        3,664,292
Capitalized software costs, net                             659,848          895,442
Deferred income taxes                                       579,000        1,228,000
Other assets                                                  9,181           42,617
------------------------------------------------------------------------------------

                                                       $ 19,077,828     $ 18,660,472
====================================================================================

LIABILITIES AND SHAREHOLDERS' EQUITY

Current liabilities
    Accounts payable                                   $  1,047,761     $  1,694,923
    Accrued expenses                                      2,234,373        2,009,482
    Customer deposits                                       789,509          813,125
    Current maturities of long-term obligations               6,454           44,695
------------------------------------------------------------------------------------

          Total current liabilities                       4,078,097        4,562,225

Long-term obligations, less current maturities                5,442           10,379
------------------------------------------------------------------------------------

          Total liabilities                               4,083,539        4,572,604
------------------------------------------------------------------------------------

Commitments and contingencies

Shareholders' equity
    Common stock, $.01 par value; 20,000,000 shares
        authorized; 12,314,575 shares issued                123,146          123,146
    Additional paid-in capital                           19,551,119       19,751,694
    Deficit                                              (4,441,801)      (5,209,410)
    Less treasury stock, at cost                           (238,175)        (577,562)
------------------------------------------------------------------------------------

         Total shareholders' equity                      14,994,289       14,087,868
------------------------------------------------------------------------------------

                                                       $ 19,077,828     $ 18,660,472
====================================================================================
</TABLE>

See accompanying notes to consolidated financial statements.

                                       5
<PAGE>

                      WEGENER CORPORATION AND SUBSIDIARIES
                 CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                Common Stock             Additional     Retained              Treasury Stock
                                                ------------              Paid-in       Earnings              --------------
                                            Shares         Amount         Capital       (Deficit)         Shares          Amount
-----------------------------------------------------------------------------------------------------------------------------------
<S>                                      <C>            <C>            <C>             <C>             <C>             <C>
BALANCE, at September 1, 2000              12,314,575   $    123,146   $ 20,324,568    $ (3,233,109)        481,471    $ (1,037,507)

    Treasury stock reissued through
       stock options and 401(k) plan               --             --       (210,368)             --        (161,804)        348,667
    Value of stock options granted for
      services                                     --             --        222,282              --              --              --
    Value of stock
       option compensation                         --             --       (342,800)             --              --              --
    Net loss for the nine months                   --             --             --      (2,246,335)             --              --
-----------------------------------------------------------------------------------------------------------------------------------

BALANCE, at June 1, 2001                   12,314,575   $    123,146   $ 19,993,682    $ (5,479,444)        319,667    $   (688,840)
===================================================================================================================================

Balance at August 31, 2001                 12,314,575   $    123,146   $ 19,751,694    $ (5,209,410)        269,588        (577,562)

    Treasury stock reissued through
       stock options and 401(k) plan               --             --       (200,575)             --        (158,415)        339,387
    Net earnings for the nine months               --             --             --         767,609              --              --
-----------------------------------------------------------------------------------------------------------------------------------

BALANCE AT MAY 31, 2002                    12,314,575   $    123,146   $ 19,551,119    $ (4,441,801)        111,173    $   (238,175)
===================================================================================================================================
</TABLE>

See accompanying notes to consolidated financial statements.

                                       6
<PAGE>

                      WEGENER CORPORATION AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                   Nine months ended
                                                                 MAY 31,         June 1,
                                                                  2002            2001
------------------------------------------------------------------------------------------
CASH PROVIDED BY (USED FOR) OPERATING ACTIVITIES
<S>                                                           <C>             <C>
    Net earnings (loss)                                       $    767,609    $ (2,246,335)
    Adjustments to reconcile net earnings (loss) to
           cash provided by (used for) operating activities
        Depreciation and amortization                            1,287,577       1,293,003
        Issuance of treasury stock for
            compensation expenses                                  113,431         138,299
        Non-cash stock option
            compensation                                                --        (480,800)
        Other non-cash expenses                                         --         222,282
        Provision for bad debt allowance                           155,000          95,000
        Provision for inventory reserves                           300,000         575,000
        Provision for deferred income taxes                        564,000      (1,262,000)
    Changes in assets and liabilities
            Accounts receivable                                 (1,564,542)         88,816
            Inventories                                          2,093,329         220,014
            Other assets                                            32,334        (127,984)
            Accounts payable and accrued expenses                 (422,271)         90,647
            Customer deposits                                      (23,616)      1,024,323
------------------------------------------------------------------------------------------

                                                                 3,302,851        (369,735)
------------------------------------------------------------------------------------------

CASH USED FOR INVESTMENT ACTIVITIES
    Property and equipment expenditures                           (123,644)       (431,277)
    Capitalized software additions                                (368,267)       (275,865)
------------------------------------------------------------------------------------------

                                                                  (491,911)       (707,142)
------------------------------------------------------------------------------------------

CASH USED FOR FINANCING ACTIVITIES
    Repayment of long-term debt                                    (43,178)       (423,642)
    Proceeds from long-term debt                                        --          18,114
    Debt issuance costs                                             (5,536)             --
    Proceeds from stock options exercised                           25,381              --
------------------------------------------------------------------------------------------

                                                                   (23,333)       (405,528)
------------------------------------------------------------------------------------------

Increase (decrease) in cash and cash equivalents                 2,787,607      (1,482,405)
Cash and cash equivalents, beginning of period                   1,926,723       2,072,853
------------------------------------------------------------------------------------------

Cash and cash equivalents, end of period                      $  4,714,330    $    590,448
==========================================================================================

Supplemental disclosure of cash flow information:
  Cash paid (received) during the nine months for:
     Interest                                                 $     49,389    $     40,654
     Income taxes                                             $   (210,499)   $   (106,536)
==========================================================================================
</TABLE>

See accompanying notes to consolidated financial statements.

                                       7
<PAGE>

                      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 August 31, 2001.

REVENUE RECOGNITION

The  Company's  revenue  recognition  policies  are  in  compliance  with  Staff
Accounting  Bulletin No. 101, Revenue  Recognition in Financial  Statements,  as
issued by the Securities  and Exchange  Commission.  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.  The Company  recognizes  revenue in certain  circumstances  before
delivery has occurred.  In such  circumstances,  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 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.

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.

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.

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 revenue and expenses during the reporting period. Actual
results could vary from these estimates.

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 2002 and 2001 each contain  fifty-two
weeks.

                                       8
<PAGE>

NOTE 2    ACCOUNTS RECEIVABLE

Accounts receivable are summarized as follows:

                                                MAY 31,        August 31,
                                                 2002             2001
     ---------------------------------------------------------------------
                                              (UNAUDITED)

     Accounts receivable - trade             $  2,859,435     $  1,237,403
     Other receivables                             85,938          144,038
     ---------------------------------------------------------------------
                                                2,945,373        1,381,441

     Less allowance for
         doubtful accounts                       (459,411)        (305,021)
     ---------------------------------------------------------------------

                                             $  2,485,962     $  1,076,420
     =====================================================================

NOTE 3    INVENTORIES

Inventories are summarized as follows:

                                                MAY 31,        August 31,
                                                 2002             2001
     ---------------------------------------------------------------------
                                              (UNAUDITED)

     Raw material                            $  2,165,517     $  3,097,056
     Work-in-process                            4,234,430        5,332,635
     Finished goods                             2,935,054        3,212,686
     ---------------------------------------------------------------------
                                                9,335,001       11,642,377

     Less inventory reserves                   (4,242,447)      (4,156,494)
     ---------------------------------------------------------------------

                                             $  5,092,554     $  7,485,883
     =====================================================================

During the first nine months of fiscal 2002 inventory reserves were increased by
charges to cost of sales of $400,000 and were reduced by inventory write-offs of
approximately   $314,000.  The  Company's  inventory  reserve  of  approximately
$4,242,000  at May 31, 2002, 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  the  Company's  sales  efforts  not  be
successful.

NOTE 4    INCOME TAXES (UNAUDITED)

For the nine months  ended May 31,  2002,  income tax  expense of  $453,000  was
comprised  of a deferred  federal and state  income tax expense of $415,000  and
$38,000  respectively.  Net deferred tax assets decreased $564,000 to $2,871,000
principally  due to decreases in net operating loss  carryforwards  in the first
nine months of fiscal 2002 and receipt of tax refunds of $111,000 as a result of
federal income tax law changes.  Realization of deferred tax assets is dependent
on generating  sufficient  future  taxable income prior to the expiration of the
loss and credit carryforwards.  Although realization is not assured,  management
believes it is more likely than not that all of the  deferred tax assets will be
realized based on the Company's  backlog,  financial  projections  and operating
history. The amount of the deferred tax assets considered  realizable,  however,
could be reduced in the near term if estimates of further  taxable income during
the carryforward period are reduced.

                                       9
<PAGE>

At May 31, 2002,  the Company had a federal net operating loss  carryforward  of
approximately  $1,652,000,  which  expires  in  fiscal  2020  and  fiscal  2021.
Additionally,   the  Company  had  general   business  and  foreign  tax  credit
carryforwards of $106,000 expiring in fiscal 2004 and an alternative minimum tax
credit of $138,000.

NOTE 5    EARNINGS PER SHARE (UNAUDITED)

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

<TABLE>
<CAPTION>
                                                                            Three months ended
                                             --------------------------------------------------------------------------------

                                                          MAY 31, 2002                              June 1, 2001
                                             --------------------------------------    --------------------------------------
                                                                            PER                                       Per
                                              EARNINGS       SHARES        SHARE        Earnings       Shares        share
                                             (NUMERATOR)  (DENOMINATOR)    AMOUNT      (Numerator)  (Denominator)    amount
                                             ----------    ----------    ----------    ----------     ----------   ----------
<S>                                          <C>           <C>           <C>           <C>           <C>           <C>
Net earnings (loss)                          $  379,498                                $ (435,837)
                                             ==========                                ==========

BASIC EARNINGS (LOSS) PER SHARE:
    Net earnings (loss) available
        to common shareholders               $  379,498    12,185,519    $      .03    $ (435,837)    11,943,294   $     (.04)

Effect of dilutive potential
    common shares:
        Stock options                                --       165,277                          --             --
                                             ------------------------                  -------------------------

DILUTED EARNINGS (LOSS) PER SHARE:
    Net earnings (loss) available
        to common shareholders               $  379,498    12,350,796    $      .03    $ (435,837)    11,943,294   $     (.04)
                                             ========================    ==========    =========================   ==========

<CAPTION>
                                                                            Nine months ended
                                             --------------------------------------------------------------------------------
                                                          MAY 31, 2002                              June 1, 2001
                                             --------------------------------------    --------------------------------------
                                                                            PER                                       Per
                                              EARNINGS       SHARES        SHARE        Earnings       Shares        share
                                             (NUMERATOR)  (DENOMINATOR)    AMOUNT      (Numerator)  (Denominator)    amount
                                             ----------    ----------    ----------    ----------     ----------   ----------
<S>                                          <C>           <C>           <C>           <C>           <C>           <C>
Net earnings (loss)                          $  767,609                               $(2,246,335)
                                             ==========                               ===========

BASIC EARNINGS(LOSS)  PER SHARE:
    Net earnings (loss) available
        to common shareholders               $  767,609    12,138,011    $      .06   $(2,246,335)   11,892,499    $     (.19)

Effect of dilutive potential
    common shares:
        Stock options                                --        21,650                          --            --
                                             ------------------------                  -------------------------

DILUTED EARNINGS (LOSS)  PER SHARE:
    Net earnings (loss) available
        to common shareholders               $  767,609    12,159,661    $      .06   $(2,246,335)   11,892,499    $     (.19)
                                             ========================    ==========   ==========================   ==========
</TABLE>

                                       10
<PAGE>

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

<TABLE>
<CAPTION>
                                             Three months ended                       Nine months ended
                                       ------------------------------------------------------------------------
                                          MAY 31,             June 1,            MAY 31,             June 1,
                                           2002                 2001               2002                2001
                                       ------------------------------------------------------------------------
    Common stock options:
<S>                                    <C>                 <C>                <C>                 <C>
        Number of shares                  907,550            1,200,800          1,016,409           1,200,800
        Exercise price                 $1.41 TO $5.63      $.63 to $5.63      $1.00 TO $5.63      $.63 to $5.63
                                       ========================================================================
</TABLE>

NOTE 6    SEGMENT INFORMATION AND SIGNIFICANT CUSTOMERS (UNAUDITED)

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 revenue as
follows:

<TABLE>
<CAPTION>
                                             Three months ended                       Nine months ended
                                       ------------------------------------------------------------------------
                                          MAY 31,             June 1,            MAY 31,             June 1,
                                           2002                 2001               2002                2001
                                       ------------------------------------------------------------------------
<S>                                    <C>                 <C>                <C>                 <C>
     Product Line
         Direct Broadcast Satellite    $    5,680,666      $   4,923,762      $   16,923,982      $  12,066,716
         Telecom and Custom Products          519,194            314,919             900,918          1,649,586
         Service                               90,950            125,918             359,228            412,088
                                       ------------------------------------------------------------------------

                                       $    6,290,810      $   5,364,599      $   18,184,128      $  14,128,390
                                       ========================================================================
</TABLE>

Revenues by geographic area are as follows:

<TABLE>
<CAPTION>
                                             Three months ended                       Nine months ended
                                       ------------------------------------------------------------------------
                                          MAY 31,             June 1,            MAY 31,             June 1,
                                           2002                 2001               2002                2001
                                       ------------------------------------------------------------------------
<S>                                    <C>                 <C>                <C>                 <C>
     Geographic Area
         United States                 $    5,896,795      $   5,053,165      $   17,126,167      $  11,594,244
         Latin America                        150,693            102,011             526,266          1,193,058
         Canada                                77,789             13,949             164,680             66,790
         Europe                                34,364            158,556             171,521          1,000,790
         Other                                131,169             36,918             195,494            273,508
                                       ------------------------------------------------------------------------

                                       $    6,290,810      $   5,364,599      $   18,184,128      $  14,128,390
                                       ========================================================================
</TABLE>

                                       11
<PAGE>

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


                           Three months ended               Nine months ended
                         -------------------------------------------------------
                         MAY 31,         June 1,        MAY 31,          June 1,
                          2002            2001            2002             2001
                         -------------------------------------------------------
     Customer 1          10.8%           40.2%            11.6%           19.6%
     Customer 2          36.2%            (a)             24.4%            (a)
     Customer 3           (a)             (a)              (A)            10.8%
     Customer 4           (a)            17.6%             (A)             (a)
     Customer 5          13.3%            (a)             31.9%            (a)

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

NOTE 7    COMMITMENTS

During  the  second  quarter  of  fiscal  2001,  the  Company   entered  into  a
manufacturing and purchasing  agreement for certain finished goods  inventories.
The agreement  committed the Company to purchase,  over a  twelve-month  period,
amounts ranging from approximately  $2,565,000 to $3,287,000 depending on actual
products  purchased.  Pursuant to the agreement,  at May 31, 2002, the amount of
remaining purchase  commitments  ranged from $527,000 to $677,000.  In addition,
the Company entered into a cancelable  manufacturing and purchasing agreement of
finished  goods  inventories  for  which the  Company  has firm  customer  order
commitments.  The  Company  had  outstanding  purchase  commitments  under  this
agreement of $2,023,000 at May 31, 2002.  Pursuant to the above  agreements,  at
May 31,  2002,  the Company had  outstanding  letters of credit in the amount of
$2,292,000.

NOTE 8    STOCK OPTIONS

An amendment to the 1998  Incentive Plan was approved at the 2002 Annual Meeting
of Stockholders to increase the number of shares available for grants and awards
under the Plan from  1,000,000  to  2,000,000.  During the first nine  months of
fiscal 2002 options for 230,375 shares of common stock were granted to directors
at an exercise  price of $1.00 and options  for 317,000  shares of common  stock
were granted to employees and employee  directors at a weighted average exercise
price of $ .83. During the first nine months of fiscal 2002,  options for 29,500
shares of common stock were exercised at a weighted  average exercise price of $
..86 and options for 96,500 shares at an exercise price of $1.44 were  forfeited.
At May 31, 2002,  options for 1,455,425  shares of common stock were outstanding
with a weighted average exercise price of $1.67 and with exercise prices ranging
from $ .63 to $5.63.  At May 31, 2002,  options for  1,013,075  shares of common
stock were available for issuance under the 1998 Incentive Plan.

                                       12
<PAGE>

                      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 August 31, 2001,  contained in the  Company's  2001 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, such
as  statements  relating  to  financial  results,  future  business  or  product
development  plans,  research  and  development  activities,  capital  spending,
financing  sources  or  capital   structure,   the  effects  of  regulation  and
competition,  and are thus  prospective.  Such  forward-looking  statements  are
subject to risks,  uncertainties  and other  factors,  which could cause  actual
results to differ  materially  from future results  expressed or implied by such
forward-looking  statements.  Potential risks and uncertainties include, but are
not limited to, economic  conditions,  customer plans and  commitments,  product
demand,  governmental regulation,  rapid technological developments and changes,
performance  issues with key  suppliers  and  subcontractors,  delays in product
development   and  testing,   availability   of  materials,   new  and  existing
well-capitalized  competitors, and other uncertainties detailed in the Company's
Form  10-K for the year  ended  August  31,  2001,  and from time to time in the
Company's periodic Securities and Exchange Commission filings.

The  Company,  through  Wegener  Communications,   Inc.  (WCI),  a  wholly-owned
subsidiary,  designs and manufactures  communications transmission and receiving
equipment for the business broadcast,  data communications,  cable and broadcast
radio and television industries.

RESULTS OF OPERATIONS
THREE AND NINE MONTHS ENDED MAY 31, 2002 COMPARED TO THREE AND NINE MONTHS ENDED
JUNE 1, 2001

The  operating  results for the three and nine month  periods ended May 31, 2002
were net  earnings  of  $379,000  or $ .03 per share and  $768,000  or $ .06 per
share,  respectively,  compared to a net loss of $(436,000) or $(0.04) per share
and a net loss of $(2,246,000) or $(0.19) per share, respectively, for the three
and nine month periods ended June 1, 2001.

REVENUES - The  Company's  revenues for the three months ended May 31, 2002 were
$6,291,000, up 17.3% from revenues of $5,365,000 for the three months ended June
1, 2001.  Revenues for the nine months ended May 31, 2002 were  $18,184,000,  up
28.7% from revenues of $14,128,000 for the nine months ended June 1, 2001.

Direct  Broadcast  Satellite (DBS) revenues  increased  $757,000 or 15.4% in the
third quarter of fiscal 2002 to $5,681,000 from $4,924,000 in the same period of
fiscal  2001.  For the nine months ended May 31,  2002,  DBS revenues  increased
$4,857,000 or 40.3% to $16,924,000  from  $12,067,000  for the nine months ended
June 1, 2001.  The increase in revenues for the three and nine month periods was
a result of a high backlog of orders at the beginning of fiscal 2002 compared to
the beginning of fiscal 2001.  Shipments of network  equipment,  which initially
began in the first quarter of fiscal 2002 to Roberts  Communications  to provide
television  coverage of horseracing to off-track  betting venues  throughout the
United  States,  continued  throughout  the third  quarter  of fiscal  2002.  In
accordance  with  a  multi-year  contract  to  provide  programming  to  network
subscribers,  revenue was recognized on digital receivers beginning initially in
the fourth  quarter of fiscal  2001 and  continued  throughout  the first  three
quarters of fiscal  2002.  Additionally,  during the first nine months of fiscal
2002,  shipments  of digital  receivers  were  completed  to FOX Digital and FOX
Sports Net for their broadcast and cable television networks.

Telecom and Custom  Products Group revenues  increased  $204,000 or 64.9% in the
third  quarter of fiscal  2002 to $519,000  from  $315,000 in the same period of
fiscal 2001. For the nine months ended May 31,  2002,Telecom and Custom Products
Group revenues  decreased  $749,000 or 45.4% to $901,000 from $1,650,000 for the
nine months  ended June 1, 2001.  The  increase in revenues for the three months
ended  May  31,  2002,  was  primarily  due  to an  increase  in  orders  from a
distributor  to provide  commercial  insertion  equipment to a cable  television
operator.  The  decrease in revenues for the nine month period was mainly due to
lower levels of shipments of cable  television  headend products to distributors
as a result of the  continued  slowdown in purchases  by major cable  television
operators.

                                       13
<PAGE>

For the three months ended May 31, 2002,  three  customers  each  accounted  for
36.2%,  13.3%, and 10.8% of revenues,  respectively.  For the three months ended
June 1,  2001,  two  customers  accounted  for  40.2%  and  17.6%  of  revenues,
respectively.  For the nine months ended May 31, 2002, three customers accounted
for 31.9%, 24.4% and 11.6% of revenues,  respectively. For the nine months ended
June 1,  2001,  two  customers  accounted  for  19.6%  and  10.8%  of  revenues,
respectively.  Sales  to a  relatively  small  number  of major  customers  have
typically  comprised  a majority  of the  Company's  revenues  and that trend is
expected to continue  throughout  fiscal 2002 and beyond.  Future  revenues  are
subject to the timing of significant  orders from customers and are difficult to
forecast.  As a result,  future  revenue  levels may  fluctuate  from quarter to
quarter.  The  Company's  backlog is comprised  of  undelivered,  firm  customer
orders,  which are scheduled to ship within eighteen  months.  WCI's backlog was
approximately $13,028,000 at May 31, 2002, compared to $19,057,000 at August 31,
2001, and $21,300,000 at June 1, 2001.

GROSS PROFIT MARGINS - The Company's gross profit margin  percentages were 34.9%
and 34.4% for the three and nine month periods  ended May 31, 2002,  compared to
25.7% and 18.6% for the three and nine month periods  ended June 1, 2001.  Gross
profit margin dollars  increased  $817,000 and $3,617,000 for the three and nine
month periods ended May 31, 2002, respectively, from the same periods ended June
1, 2001. The increases in margin dollars and  percentages for the three and nine
months  ended May 31,  2002,  were  mainly due to 1) higher  revenue  during the
periods which  resulted in lower unit fixed  overhead  costs,  2) a reduction in
manufacturing  labor  and  overhead  costs as a  result  of the  Company's  cost
reduction  program  initiated in fiscal  2001,  and 3) lower  offshore  contract
manufacturing  costs of certain DBS  products.  Profit  margins in the three and
nine month periods of fiscal 2002 included inventory reserve charges of $200,000
and  $400,000  compared to $150,000  and $575,000 for the same periods of fiscal
2001.

SELLING, GENERAL AND ADMINISTRATIVE - Selling, general and administrative (SG&A)
expenses  decreased  $353,000 or 26.0% to $1,006,000  for the three months ended
May 31, 2002,  from  $1,359,000 for the three months ended June 1, 2001. For the
nine months ended May 31, 2002,  SG&A  expenses  decreased  $807,000 or 20.5% to
$3,126,000  from  $3,933,000 for the same period ended June 1, 2001.  During the
fourth  quarter of fiscal 2001 tax  reimbursement  features  were  removed  from
common stock  options.  As a result,  SG&A  expenses in the first nine months of
fiscal 2002 were not subject to variable stock option  compensation  adjustments
compared  to a benefit  of  $481,000  in the first nine  months of fiscal  2001.
Excluding  this benefit,  SG&A  decreased  $1,288,000 or 29.2% in the first nine
months of fiscal 2002 compared to the same period of fiscal 2001.  The three and
nine month  decreases are primarily due to cost reduction  efforts  initiated in
the  last  half of  fiscal  2001  which  resulted  in  reductions  in  corporate
professional  fees principally  associated with a national  financial  relations
program that was  discontinued  during the fourth quarter of fiscal 2001,  lower
sales and marketing  compensation  expenses,  lower administrative  compensation
expense and lower travel and entertainment expense. As a percentage of revenues,
SG&A  expenses  were 16.0% and 17.2% for the three and nine month  periods ended
May 31, 2002,  respectively  compared to 25.3% and 27.8% for the same periods of
fiscal 2001.

RESEARCH AND  DEVELOPMENT  - Research and  development  expenditures,  including
capitalized  software  development costs, were $722,000 or 11.5% of revenues and
$2,241,000  or 12.3% of revenues for the three and nine month  periods ended May
31, 2002,  compared to $788,000 or 14.7% of revenues and  $2,500,000 or 17.7% of
revenues for the same periods of fiscal 2001.  Capitalized  software development
costs  amounted to $140,000 and  $368,000  for the third  quarter and first nine
months of fiscal 2002  compared to $101,000 and $276,000 for the same periods of
fiscal 2001.  The increases in  capitalized  software costs are due to increased
expenditures on COMPEL network control software and software associated with new
digital video products. Research and development expenses, excluding capitalized
software expenditures, were $582,000 or 9.3% of revenues and $1,872,000 or 10.3%
of  revenues  for the three and nine  months  ended May 31,  2002,  compared  to
$688,000 or 12.8% of revenues and  $2,225,000  or 15.7% of revenues for the same
periods of fiscal  2001.  The decrease in expenses for the three and nine months
ended May 31, 2002,  included lower  personnel and overhead  expenses which were
offset by higher engineering consulting costs. The expenditures for research and
development  for the fourth  quarter of fiscal 2002 are  expected to continue at
current run rates.

INTEREST  EXPENSE - Interest  expense  increased $2,000 to $19,000 for the three
months ended May 31, 2002, from $17,000 for the three months ended June 1, 2001.
For the nine months ended May 31, 2002,  interest  expense  increased  $8,000 to
$49,000 from $41,000 for the same period ended June 1, 2001.  The  increases for
the three  and nine  month  periods  in fiscal  2002  were  primarily  due to an
increase in the average outstanding letter of credit commitment balances.

INTEREST INCOME - Interest income was $15,000 and $20,000 for the three and nine
month  periods  ended May 31, 2002,  compared to $3,000 and $59,000 for the same
periods  ended June 1, 2001.  The  increase  for the three  months ended May 31,
2002,  was due to higher  average cash  equivalent  balances  which offset lower
investment yields during the period.  The decrease for the nine months ended May
31, 2002, was mainly due to lower investment yields during the period.

                                       14
<PAGE>

INCOME TAX EXPENSES - For the nine months ended May 31, 2002, income tax expense
of  $453,000  was  comprised  of a  deferred  federal  and state tax  expense of
$415,000 and $38,000,  respectively.  Net deferred tax assets decreased $564,000
in the first  nine  months  of fiscal  2002 to  $2,871,000,  principally  due to
decreases in net operating loss  carryforwards  during the period and receipt of
tax  refunds  of  $111,000  as a  result  of  federal  income  tax law  changes.
Realization of deferred tax assets is dependent on generating  sufficient future
taxable  income prior to the  expiration  of the loss and credit  carryforwards.
Although realization is not assured,  management believes it is more likely than
not that all of the deferred tax assets will be realized.  The amount of the tax
assets  considered  realizable,  however,  could be  reduced in the near term if
estimates of further taxable income during the carryforward period are reduced.

CRITICAL ACCOUNTING POLICIES

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

REVENUE  RECOGNITION  -  The  Company's  revenue  recognition  policies  are  in
compliance  with Staff  Accounting  Bulletin  No. 101,  Revenue  Recognition  in
Financial  Statements,  as issued by the  Securities  and  Exchange  Commission.
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. The Company recognizes revenue in certain circumstances
before  delivery has  occurred.  In such  circumstances,  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 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.

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.

In the three and nine month periods ended May 31, 2002, revenues to one customer
in the amount of $1,260,000  were recorded  prior to delivery.  At May 31, 2002,
accounts receivable for these revenues were paid in full.

INVENTORY  RESERVES - Inventories  are valued at the lower of cost (at standard,
which  approximates  actual  cost on a  first-in,  first-out  basis) or  market.
Inventories include the cost of raw materials, labor and manufacturing overhead.
The Company  makes  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 May 31, 2002,  inventories,  net of
reserve provisions, amounted to $5,093,000.

CAPITALIZED   SOFTWARE  COSTS  -  Software  development  costs  are  capitalized
subsequent  to  establishing  the   technological   feasibility  of  a  product.
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 May 31, 2002,
capitalized  software  costs,  net  of  accumulated  amortization,  amounted  to
$660,000.

                                       15
<PAGE>

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 the  Company's  deferred  tax assets is  dependent on
generating  sufficient future taxable income prior to the expiration of the loss
and  credit  carryforwards.  Although  realization  is not  assured,  management
believes it is more likely than not that all of the  deferred tax assets will be
realized based on the Company's  backlog,  financial  projections  and operating
history. The amount of the deferred tax assets considered  realizable,  however,
could be reduced if estimates of further taxable income during the  carryforward
period are reduced. Any reduction in the realizable value of deferred tax assets
would result in a charge to income tax expense in the period such  determination
was made. At May 31, 2002, net deferred tax assets amount to $2,871,000.

ACCOUNTS  RECEIVABLE  VALUATION - The Company maintains  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 may be required. At May 31, 2002, accounts receivable net
of allowances for doubtful accounts amounted to $2,486,000.

LIQUIDITY AND CAPITAL RESOURCES
NINE MONTHS ENDED MAY 31, 2002

During the first nine months of fiscal 2002, cash and cash  equivalent  balances
increased $2,787,000 to $4,714,000 at May 31, 2002 from $1,927,000 at August 31,
2001.  Operating  activities  provided $3,303,000 of cash. Net earnings adjusted
for non-cash  expenses  provided  $3,188,000 of cash,  while changes in accounts
receivable,  customer  deposits,  accounts  payable  and accrued  expenses  used
$2,010,000 of cash. Changes in inventories and other assets provided  $2,125,000
of  cash.  Cash  used  by  investing   activities  for  property  and  equipment
expenditures  and  capitalized   software  additions  was  $492,000.   Financing
activities   used  cash  of  $43,000  for  scheduled   repayments  of  long-term
obligations  and $6,000 for term loan facility  fees.  Proceeds  from  exercised
stock options provided $25,000 of cash.

During the third quarter of fiscal 2002, WCI's bank loan facility was amended to
provide a  maximum  available  credit  limit of  $5,000,000  with  sublimits  as
defined.  The amended loan facility matures on June 30, 2003, or upon demand and
requires an annual  facility  fee of 1% 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 (4.75%
at May 31, 2002).

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;  and 40% to 50% of eligible finished
goods  inventories.  Advances  against  inventory  are  subject to a sublimit of
$2,000,000.  At May 31, 2002, no balances were outstanding on the revolving line
of  credit  or  the  equipment   term  loan  portions  of  the  loan   facility.
Additionally,  at May 31,  2002,  approximately  $1,497,000  net of  outstanding
letters of credit in the amount of $2,292,000  was available to borrow under the
advance formulas.

The Company is required  to  maintain a minimum  tangible  net worth with annual
increases  at each fiscal  year end  commencing  with  fiscal year 2003,  retain
certain key employees, limit expenditures of Wegener Corporation to $600,000 per
fiscal year,  maintain certain  financial  ratios,  and is precluded from paying
dividends.  The Company  believes that the amended loan facility along with cash
and cash equivalent  balances will be sufficient to support  operations  through
fiscal 2003.

During  the  second  quarter  of  fiscal  2001,  the  Company   entered  into  a
manufacturing and purchasing  agreement for certain finished goods  inventories.
The agreement  committed the Company to purchase,  over a  twelve-month  period,
amounts ranging from approximately  $2,565,000 to $3,287,000 depending on actual
products  purchased.  Pursuant to the agreement,  at May 31, 2002, the amount of
remaining purchase  commitments  ranged from $527,000 to $677,000.  In addition,
the Company entered into a cancelable  manufacturing and purchasing agreement of
finished  goods  inventories  for  which the  Company  has firm  customer  order
commitments.  The  Company  had  outstanding  purchase  commitments  under  this
agreement of $2,023,000 at May 31, 2002.  Pursuant to the above  agreements,  at
May 31,  2002,  the Company had  outstanding  letters of credit in the amount of
$2,292,000.

                                       16
<PAGE>

A summary of the Company's long-term contractual  obligations as of May 31, 2002
consisted of:

                                 OPERATING              PURCHASE
                      DEBT         LEASES             COMMITMENTS
     Fiscal 2002     $1,500       $ 74,000     $2,550,000 to $2,700,000
     Fiscal 2003      6,000        227,000                            -
     Fiscal 2004      5,000        224,000                            -
     Fiscal 2005          -        114,000                            -
     Fiscal 2006          -          2,000                            -

ITEM 3.   QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The Company's  exposure to market rate risk for changes in interest rates relate
primarily to its  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.  There were no borrowings  outstanding at
May 31, 2002, subject to variable interest rate fluctuations.

At May 31, 2002, the Company's  cash  equivalents  consisted of bank  commercial
paper in the amount of $3,650,000.  The cash equivalents have maturities of less
than three months and therefore are subject to minimal market risk.

The Company does not enter into derivative financial instruments.  All sales and
purchases are denominated in U.S. dollars.

PART II.  OTHER INFORMATION
---------------------------

ITEM 3.   LEGAL PROCEEDINGS

On June 25,  2002,  a  complaint  was filed in the U.S.  District  Court for the
District of Nevada by StarGuide  Digital Networks,  Inc., a Nevada  corporation,
against Wegener  Communications,  Inc. ("WCI"),  alleging that WCI had infringed
two United  States  patents  held by  StarGuide.  The  complaint  also  contains
allegations  on  intentional  interference  by WCI with an employment  agreement
between  StarGuide  and a then former  employee of WCI, as well as trade secrets
misappropriation.  The plaintiff  seeks  preliminary  and permanent  injunctions
enjoining WCI for further patent infringement,  compensatory  damages,  enhanced
and punitive damages for any willful infringement or interference with contract,
and costs and  attorney's  fees.  WCI has not been  served  with the  summons or
complaint but intends to file an answer denying the allegations contained in the
complaint and intends to vigorously defend itself in this matter.  Management of
the  Company  believes  that  the  outcome  of this  litigation  will not have a
material  adverse  effect on the  Company's  financial  condition  or results of
operations.

ITEM 6.   EXHIBITS AND REPORTS ON FORM 8-K


          (a.) Exhibits:  4.1 Loan and  Security  Agreement  - Fourth  Amendment
               dated March 28, 2002, by and between Wegener Communications, Inc.
               and  LaSalle   National  Bank  respecting   $5,000,000   combined
               revolving credit note and term note.

          (b.) Reports on Form 8-K - No  reports  on Form 8-K were filed  during
               the quarter ended May 31, 2002.

                                       17
<PAGE>

                                   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:  June 28, 2002                    By: /s/ Robert A. Placek
                                            ----------------------------
                                            Robert A. Placek
                                            President, Chief Executive Officer
                                            and Chairman of the Board
                                            (Principal Executive Officer)


Date:  June 28, 2002                    By: /s/ C. Troy Woodbury, Jr.
                                            ----------------------------
                                            C. Troy Woodbury, Jr.
                                            Treasurer and Chief
                                            Financial Officer
                                            (Principal Financial and
                                            Accounting Officer)