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 November 30, 2001

                                       OR

     [x]  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                             12,157,563 Shares
----------------------------                       -----------------------------
           Class                                   Outstanding December 31, 2001

<PAGE>

                      WEGENER CORPORATION AND SUBSIDIARIES
                FORM 10-Q FOR THE QUARTER ENDED NOVEMBER 30, 2001

                                      INDEX

                                                                         PAGE(S)
                                                                         -------
PART I.  Financial Information

  Item 1.  Consolidated Financial Statements

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

             Consolidated Statements of Operations
             (Unaudited) - Three Months Ended
             November 30, 2001 and December 1, 2000 .......................... 4

             Consolidated Balance Sheets - November 30,
             2001 (Unaudited) and August 31, 2001 ............................ 5

             Consolidated Statements of Shareholders' Equity
             (Unaudited) -  Three Months Ended November 30,
             2001 and December 1, 2000 ....................................... 6

             Consolidated Statements of Cash Flows
             (Unaudited) - Three Months Ended November 30,
             2001 and December 1, 2000 ....................................... 7

             Notes to Consolidated Financial
             Statements (Unaudited) ....................................... 8-11

  Item 2.  Management's Discussion and Analysis of Financial
             Condition and Results of Operations.......................... 12-14

  Item 3.  Quantitative and Qualitative Disclosures About Market Risk........ 15


PART II. Other Information

  Item 1.  None
  Item 2.  None
  Item 3.  None
  Item 4.  None
  Item 5.  None
  Item 6.  Exhibits and Reports on Form 8-K ................................. 16

           Signatures ....................................................... 17

                                       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  November  30,  2001;  the  consolidated
statements of shareholders' equity as of November 30, 2001 and December 1, 2000;
the  consolidated  statements of operations  for the three months ended November
30, 2001 and December 1, 2000; and the consolidated statements of cash flows for
the three months ended November 30, 2001 and December 1, 2000 have been prepared
without  audit.  The  consolidated  balance sheet as of August 31, 2001 has been
audited 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)

                                                       Three months ended
                                                 NOVEMBER 30,       December 1,
                                                     2001              2000
--------------------------------------------------------------------------------

Revenue                                          $  6,032,616      $  4,997,581
--------------------------------------------------------------------------------

Operating costs and expenses
   Cost of products sold                            4,066,722         4,216,397
   Selling, general, and administrative             1,077,065         1,007,219
   Research and development                           663,845           726,070
--------------------------------------------------------------------------------

Operating costs and expenses                        5,807,632         5,949,686
--------------------------------------------------------------------------------

Operating income (loss)                               224,984          (952,105)
   Interest expense                                   (18,086)          (13,242)
   Interest income                                      2,267            45,090
--------------------------------------------------------------------------------

Earnings (loss) before income taxes                   209,165          (920,257)

Income tax expense (benefit)                           77,000          (336,000)
--------------------------------------------------------------------------------

Net earnings (loss)                              $    132,165      $   (584,257)
================================================================================

Net earnings (loss) per share:
   Basic                                         $        .01      $       (.05)
   Diluted                                       $        .01      $       (.05)
================================================================================
Shares used in per share calculation
   Basic                                           12,085,008        11,855,517
   Diluted                                         12,100,664        11.855,517
================================================================================

See accompanying notes to consolidated financial statements.

                                       4
<PAGE>

                      WEGENER CORPORATION AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS

                                                 NOVEMBER 30,       August 31,
                                                     2001              2001
--------------------------------------------------------------------------------
ASSETS                                            (UNAUDITED)

Current assets
   Cash and cash equivalents                     $  1,571,235      $  1,926,723
   Accounts receivable                              1,775,767         1,076,420
   Inventories                                      7,556,102         7,485,883
   Deferred income taxes                            2,209,000         2,207,000
   Other                                               78,589           134,095
--------------------------------------------------------------------------------

      Total current assets                         13,190,693        12,830,121

Property and equipment, net                         3,494,555         3,664,292
Capitalized software costs, net                       818,924           895,442
Deferred income taxes                               1,149,000         1,228,000
Other assets                                           29,337            42,617
--------------------------------------------------------------------------------

                                                 $ 18,682,509      $ 18,660,472
================================================================================

LIABILITIES AND SHAREHOLDERS' EQUITY

Current liabilities
   Accounts payable                              $  1,633,150      $  1,694,923
   Accrued expenses                                 1,976,993         2,009,482
   Customer deposits                                  794,033           813,125
   Current maturities of long-term obligations          4,427            44,695
--------------------------------------------------------------------------------

      Total current liabilities                     4,408,603         4,562,225

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

      Total liabilities                             4,418,982         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                      19,653,203        19,751,694
   Deficit                                         (5,077,245)       (5,209,410)
   Less treasury stock, at cost                      (435,577)         (577,562)
--------------------------------------------------------------------------------

      Total shareholders' equity                   14,263,527        14,087,868
--------------------------------------------------------------------------------

                                                 $ 18,682,509      $ 18,660,472
================================================================================

See accompanying notes to consolidated financial statements.

                                       5
<PAGE>

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

<TABLE>
<CAPTION>
                                                Common Stock          Additional                            Treasury Stock
                                                ------------           Paid-in                              --------------
                                           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               --             --        (20,039)             --         (32,374)         69,762
   Value of stock options granted
     for services                                --             --         74,094              --              --              --
   Value of stock
     option compensation                         --             --       (345,000)             --              --              --
   Net loss for the three months                 --             --             --        (584,257)             --              --
----------------------------------------------------------------------------------------------------------------------------------

BALANCE at December 1, 2000              12,314,575   $    123,146   $ 20,033,623    $ (3,817,366)        449,097    $   (967,745)
==================================================================================================================================

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               --             --        (98,491)             --         (66,274)        141,985
   Net earnings for the three months             --             --             --         132,165              --              --
----------------------------------------------------------------------------------------------------------------------------------

BALANCE AT NOVEMBER 30, 2001             12,314,575   $    123,146   $ 19,653,203    $ (5,077,245)        203,314    $   (435,577)
==================================================================================================================================
</TABLE>

See accompanying notes to consolidated financial statements.

                                       6
<PAGE>

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

                                                         Three months ended
                                                     NOVEMBER 30,   December 1,
                                                         2001          2000
--------------------------------------------------------------------------------

CASH USED FOR OPERATING ACTIVITIES
   Net earnings (loss)                               $   132,165    $  (584,257)
   Adjustments to reconcile net earnings (loss) to
      cash used for operating activities
      Depreciation and amortization                      434,813        430,656
      Issuance of treasury stock for
         compensation expenses                            36,794         49,723
      Other non-cash expenses                                 --         74,094
      Non-cash stock option compensation                      --       (484,000)
      Provision for bad debts                             30,000         25,000
      Provision for inventory reserves                   100,000        250,000
      Provision for deferred income taxes                 77,000       (336,000)
   Changes in assets and liabilities
         Accounts receivable                            (729,347)       404,151
         Inventories                                    (170,219)      (155,397)
         Other assets                                     55,506        (62,344)
         Accounts payable and accrued expenses           (94,262)      (333,593)
         Customer deposits                               (19,092)        72,276
--------------------------------------------------------------------------------

                                                        (146,642)      (649,691)
--------------------------------------------------------------------------------

CASH USED FOR INVESTMENT ACTIVITIES
   Property and equipment expenditures                   (55,256)       (82,499)
   Capitalized software additions                       (120,022)      (100,000)
--------------------------------------------------------------------------------

                                                        (175,278)      (182,499)
--------------------------------------------------------------------------------

CASH USED FOR FINANCING ACTIVITIES
   Repayment of long-term debt and capitalized
      lease obligation                                   (40,268)      (140,644)
   Proceeds from stock options exercised                   6,700             --
--------------------------------------------------------------------------------

                                                         (33,568)      (140,644)
--------------------------------------------------------------------------------

Decrease in cash and cash equivalents                   (355,488)      (972,834)
Cash and cash equivalents, beginning of period         1,926,723      2,072,853
--------------------------------------------------------------------------------

Cash and cash equivalents, end of period             $ 1,571,235    $ 1,100,019
================================================================================
Supplemental disclosure of cash flow information:
   Cash paid (received) during the three months for:
      Interest                                       $    18,086    $    13,242
      Income taxes                                   $   (99,440)   $        --
================================================================================

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.

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.


NOTE 2  ACCOUNTS RECEIVABLE

Accounts receivable are summarized as follows:

                                                 NOVEMBER 30,       August 31,
                                                     2001              2001
--------------------------------------------------------------------------------
                                                  (UNAUDITED)

Accounts receivable - trade                      $  1,990,295      $  1,237,403
Recoverable income taxes                                   --                --
Other receivables                                     119,338           144,038
--------------------------------------------------------------------------------
                                                    2,109,633         1,381,441

Less allowance for
   doubtful accounts                                 (333,866)         (305,021)
--------------------------------------------------------------------------------
                                                 $  1,775,767      $  1,076,420
================================================================================

                                       8
<PAGE>

NOTE 3  INVENTORIES

Inventories are summarized as follows:

                                                 NOVEMBER 30,       August 31,
                                                     2001              2001
--------------------------------------------------------------------------------
                                                  (UNAUDITED)

Raw material                                     $  2,756,284      $  3,097,056
Work-in-process                                     5,017,177         5,332,635
Finished goods                                      3,744,255         3,212,686
--------------------------------------------------------------------------------
                                                   11,517,716        11,642,377

Less inventory reserves                            (3,961,614)       (4,156,494)
--------------------------------------------------------------------------------

                                                 $  7,556,102      $  7,485,883
================================================================================

During the first quarter of fiscal 2002  inventory  reserves  were  increased by
charges to cost of sales of $100,000 and were reduced by inventory write-offs of
$295,000.  The  Company's  inventory  reserve  of  approximately  $3,962,000  at
November  30, 2001 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

For the three months ended November 30, 2001,  income tax expense of $77,000 was
comprised  of a deferred  federal  and state  income tax  expense of $71,000 and
$6,000,  respectively.  Net deferred tax assets decreased  $77,000 to $3,358,000
principally  due to decreases in net operating loss  carryforwards  in the first
quarter.   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.

At November 30, 2001, the Company had a federal net operating loss  carryforward
of  approximately  $3,046,000,  which  expires in fiscal  2020 and fiscal  2021.
Additionally,   the  Company  had  general   business  and  foreign  tax  credit
carryforwards  of $106,000  expiring fiscal 2004 and an alternative  minimum tax
credit of $249,000.

                                       9
<PAGE>

                      WEGENER CORPORATION AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (CONTINUED)

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  (loss) per
share computations. The calculation of earnings per share is subject to rounding
differences.

<TABLE>
<CAPTION>
                                        ------------------------------------------------------------------------------
                                                   NOVEMBER 30, 2001                        DECEMBER 1, 2000
                                        ------------------------------------------------------------------------------
                                                                       PER                                       Per
                                         EARNINGS        SHARES       SHARE      Earnings         Shares        share
                                        (NUMERATOR)  (DENOMINATOR)    AMOUNT    (Numerator)   (Denominator)     amount
                                        ------------------------------------------------------------------------------
<S>                                     <C>            <C>            <C>       <C>             <C>            <C>
Net earnings (loss)                     $  132,165                              $ (584,257)
                                        ------------------------------------------------------------------------------
Basic earnings (loss) per share:
   Net earnings (loss) available
      to common shareholders            $  132,165     12,085,008     $ .01     $ (584,257)     11,855,517     $(0.05)
                                        ==============================================================================
Effect of dilutive potential
   common shares:
      Stock options                             --         15,656                        --             --
                                        ------------------------------------------------------------------------------
Diluted earnings (loss) per share:
   Net earnings (loss) available
      to common shareholders            $  132,165     12,100,664     $ .01     $ (584,257)     11,855,517     $(0.05)
                                        ==============================================================================
</TABLE>

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

                                                     Three months ended
                                           -------------------------------------
                                              NOVEMBER 30,         December 1,
                                                  2001                2000
                                           -------------------------------------
          Common stock options:
             Number of shares                     1,011,550           1,188,800
             Range of exercise prices      $. 75 to   $5.63      $ .75 to $5.63
                                           ====================================

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.

                                       10
<PAGE>

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

                                                     Three months ended
                                           -------------------------------------
                                              NOVEMBER 30,         December 1,
                                                  2001                2000
                                           -------------------------------------
          Product Line
             Direct Broadcast Satellite       $ 5,603,053          $ 4,099,500
             Telecom and Custom Products          273,576              756,718
             Service                              155,987              141,363
                                           -------------------------------------
                                              $ 6,032,616          $ 4,997,581
                                           =====================================

Revenues by geographic areas are as follows:

                                                     Three months ended
                                           -------------------------------------
                                              NOVEMBER 30,         December 1,
                                                  2001                2000
                                           -------------------------------------
          Geographic Area
             United States                   $  5,596,129          $ 3,166,781
             Latin America                        286,443            1,087,370
             Europe                                35,985              686,083
             Other                                114,059               57,347
                                           -------------------------------------
                                             $  6,032,616          $ 4,997,581
                                           =====================================

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
                                           -------------------------------------
                                              NOVEMBER 30,         December 1,
                                                  2001                2000
                                           -------------------------------------

             Customer 1                          30.6%                 (a)
             Customer 2                          17.4%                 (a)
             Customer 3                          17.2%                 (a)
             Customer 4                           (a)                 20.1%
             Customer 5                           (a)                 13.0%
             Customer 6                           (a)                 11.9%

          (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 November 30, 2001, the amount
of remaining  purchase  commitments  ranged from  $1,029,000 to  $1,320,000.  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 $1,297,000 at November 30, 2001.  Pursuant to the above agreements,
at November  30,  2001,  the Company  had  outstanding  letters of credit in the
amount of $1,297,000.

                                       11
<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,  government  regulation,  rapid technological  developments and changes,
performance  issues with key  suppliers  and  subcontractors,  delays in product
development   and   testing,    material   availability,    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  manufactures  satellite  communications  equipment  through Wegener
Communications,   Inc.  (WCI),  a  wholly-owned  subsidiary.   WCI  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 MONTHS ENDED  NOVEMBER 30, 2001 COMPARED TO THREE MONTHS ENDED DECEMBER 1,
2000

The operating  results for the three month period ended November 30, 2001,  were
net earnings of $132,000 or $0.01 per share compared to a net loss of $(584,000)
or $(0.05) per share for the three month period ended December 1, 2000.

REVENUES - The Company's revenues for the first quarter of fiscal 2002 increased
$1,035,000 or 20.7% to $6,033,000  from $4,998,000 for the same period in fiscal
2001.

Direct Broadcast Satellite (DBS) revenues (including service revenues) increased
$1,518,000  or 35.8%,  in the first  quarter of fiscal 2002 to  $5,759,000  from
$4,241,000  for the same period in fiscal  2001.  The increase in revenues was a
result of a high backlog of orders at the  beginning of fiscal 2002  compared to
the beginning of fiscal 2001.  Initial  shipments of network  equipment 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.  Shipments of digital  receivers,  which  initially  began in the fourth
quarter  of fiscal  2001 on a  multi-year  contract  to provide  programming  to
network  subscribers,  continued  throughout  the first  quarter 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  decreased  $483,000 or 63.8% to $274,000 in the first quarter of
fiscal 2002 from $757,000 in the first quarter of fiscal 2001.  The decrease was
mainly due to lower levels of shipments of cable television  headend products to
distributors  as a  result  of a  slowdown  in  purchases  by  the  major  cable
television  operators.  Major cable television operators were adversely affected
by a tightening of credit  availability to the  telecommunications  industry,  a
drop in market  capitalization  for the sector, and an over building of capacity
which  resulted in delaying  capital  spending  decisions.  For the three months
ended November 30, 2001, three customers accounted for 30.6%, 17.4% and 17.2% of
revenues, respectively. For the three months ended December 1, 2000, three other
customers  accounted for 20.2%, 13.1% and 12.0% of revenues,  respectively.  The
Company's backlog is comprised of undelivered,  firm customer orders,  which are
scheduled to ship within eighteen months.  WCI's backlog was approximately $17.2
million at November 30, 2001,  compared to $19.0 million at August 31, 2001, and
$16.1 million at December 1, 2000.

GROSS PROFIT MARGINS - The Company's gross profit margin  percentages were 32.6%
for the three month  period ended  November 30, 2001,  compared to 15.6% for the
three month period ended December 1, 2000. Gross profit margin dollars increased
$1,185,000  for the three month  period  ended  November  30, 2001 from the same
period ended December 1, 2000.  The increases in margin dollars and  percentages
were mainly due to: 1) higher revenue during the period which resulted in

                                       12
<PAGE>

lower unit fixed  overhead  costs,  2) a reduction  in  manufacturing  labor and
overhead  costs as a result of the Company's  cost  reduction and  restructuring
programs initiated in fiscal 2001, and 3) lower offshore contract  manufacturing
costs of certain DBS  products.  Profit  margins in the first  quarter of fiscal
2002 included inventory reserve charges of $100,000 compared to $250,000 for the
same period of fiscal 2001.

SELLING, GENERAL AND ADMINISTRATIVE - Selling, general and administrative (SG&A)
expenses  increased $70,000 or 6.9% to $1,077,000 in the first quarter of fiscal
2002 from  $1,007,000  in the first  quarter of fiscal  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 quarter of fiscal 2002 were not
subject to variable stock option compensation  adjustments compared to a benefit
of $484,000 in the first quarter of fiscal 2001.  Excluding  this benefit,  SG&A
decreased $414,000,  or 27.8%, in the first three months of fiscal 2002 compared
to the same period of fiscal 2001. Decreases in SG&A expenses included decreases
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,   lower  travel  and  entertainment  expense,  and  lower
professional   fees.  As  a  percentage  of  revenues,   selling,   general  and
administrative expenses were 17.9% for the three month period ended November 30,
2001 compared to 20.2% for the same period ended December 1, 2000.

RESEARCH AND  DEVELOPMENT  - Research and  development  expenditures,  including
capitalized  software  development  costs, were $784,000 or 13.0% of revenues in
the first  quarter of fiscal 2002  compared to $826,000 or 16.5% of revenues for
the same period of fiscal 2001.  Capitalized software development costs amounted
to  $120,000  in the first  quarter of fiscal  2002  compared to $100,000 in the
first  quarter of fiscal 2001.  Research  and  development  expenses,  excluding
capitalized  software  development  costs, were $664,000 or 11.0% of revenues in
the first quarter of fiscal 2002,  and $726,000 or 14.5% of revenues in the same
period of fiscal 2001.  The decrease in expenses was  primarily due to decreases
in  personnel,  overhead  and  prototype  expenses  which were  offset by higher
engineering consulting costs.

INTEREST  EXPENSE - Interest  expense  increased  $5,000 to $18,000 in the first
quarter of fiscal  2002 from  $13,000  in the same  period in fiscal  2001.  The
increase  was  primarily  due to an  increase in average  outstanding  letter of
credit commitment balances.

INTEREST INCOME - Interest income was $2,000 for the three months ended November
30, 2001  compared to $45,000 for the same period  ended  December 1, 2000.  The
decrease  was due to lower  average cash  equivalent  balances and a decrease in
short-term investment yields during the period.

INCOME TAX EXPENSE - For the three  months ended  November 30, 2001,  income tax
expense of $77,000 was  comprised  of a deferred  federal  and state  income tax
expense of $71,000 and $6,000, respectively.


LIQUIDITY AND CAPITAL RESOURCES
THREE MONTHS ENDED NOVEMBER 30, 2001

During the first quarter of fiscal 2002,  operating  activities used $147,000 of
cash. Net earnings  adjusted for non-cash  expenses  provided  $811,000 of cash,
while changes in accounts receivable and customer deposit balances used $748,000
of cash.  Changes in accounts  payable and accrued  expenses,  inventories,  and
other  assets  used  $209,000 of cash.  Cash used by  investing  activities  for
property and  equipment  expenditures  and  capitalized  software  additions was
$175,000.  Financing activities used cash of $40,000 for scheduled repayments of
long-term obligations and stock option exercises provided $6,700 of cash.

WCI's  bank loan  facility  provides  for a maximum  available  credit  limit of
$10,000,000  with  sublimits as defined.  The loan facility  matures on June 21,
2003,  or upon demand and  requires an annual  facility  fee of $27,500  plus an
additional .50% of $3,000,000 if borrowings, at any time, exceed $5,500,000. The
loan facility  consists of 1) a term loan and a revolving  line of credit with a
combined  borrowing  limit of $8,500,000,  bearing  interest at the bank's prime
rate (5% at November  30,  2001) and 2) a real estate  advance  facility  with a
maximum  borrowing limit of $1,500,000  bearing  interest at a fixed rate of 225
basis points over the bank's cost of funds at the date of disbursement.

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

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<PAGE>

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.  The real estate  advance  portion of the loan facility
provides  for  advances  of up to 70% of the  appraised  value of  certain  real
property.  Advances for real property are payable in 35 equal principal payments
with a balloon  payment due at maturity.  At November 30, 2001, no balances were
outstanding on the revolving line of credit, equipment term loan, or real estate
advance  portions of the loan  facility.  Additionally,  at November  30,  2001,
approximately  $2,723,000 net of outstanding  letters of credit in the amount of
$1,297,000 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 1997,  retain
certain key employees, limit expenditures of Wegener Corporation to $600,000 per
fiscal year,  and is precluded  from paying  dividends.  At August 31, 2001, the
Company was in  violation  of the  tangible  net worth and  Wegener  Corporation
annual  spending  limit  covenants  with respect to which the bank has granted a
waiver. As a result of the convenant violations, the bank has the right to amend
any terms of the loan facility.  It is possible that the maximum  available line
of credit  could be reduced,  the annual  facility fee could  increase,  and the
interest rate on the term loan and the revolving line of credit could  increase.
The Company  believes  that it will be necessary to borrow on the line of credit
during fiscal 2002 and that the existing  facility will be sufficient to support
fiscal 2002  operations.  While no assurances may be given, the Company believes
that it will continue to be able to obtain waivers prior to requiring any future
borrowings on the line of credit.  However, if the Company is unable to meet the
minimum  tangible net worth  covenant or obtain a waiver,  it may be required to
obtain other debt or equity  financing,  and no assurance  can be given that the
Company would in such event be able to secure new financing.

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<PAGE>

ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The Company's exposure to market rate risk for changes in interest rates relates
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
November 30, 2001 subject to variable interest rate fluctuations.

At  November  30,  2001,  the  Company's  cash  equivalents  consisted  of  bank
commercial  paper  in the  amount  of  $1,375,000.  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.

                                       15
<PAGE>

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

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

     (a)  Exhibits: None

     (b)  Reports on Form 8-K - No  reports  on Form 8-K were  filed  during the
          quarter ended November 30, 2001.

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<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 it  behalf  by the
undersigned thereunto duly authorized.

                                    WEGENER CORPORATION

                                    (Registrant)


Date:  January 14, 2002             By:  /s/ Robert A. Placek
                                      ---------------------------------------
                                    Robert A. Placek
                                    President
                                    (Principal Executive Officer)


Date:  January 14, 2002             By:  /s/ C. Troy Woodbury, Jr.
                                      ---------------------------------------
                                    C. Troy Woodbury, Jr.
                                    Treasurer and Chief
                                    Financial Officer
                                    (Principal Financial and Accounting Officer)

                                       17