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 29, 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  by check mark  whether  the  registrant  is an  accelerated  filer (as
defined in Rule 12b-2 of the ExchangeAct).

                    YES [ ]                            NO [X]

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


Common Stock, $.01 par value                             12,267,825 Shares
----------------------------                       -----------------------------
           Class                                   Outstanding December 30, 2002

<PAGE>

                      WEGENER CORPORATION AND SUBSIDIARIES
                FORM 10-Q FOR THE QUARTER ENDED NOVEMBER 29, 2002

                                      INDEX
                                                                         Page(s)
                                                                         -------
PART I.   Financial Information

Item 1.   Financial Statements

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

          Consolidated Statements of Operations
          (Unaudited) - Three Months Ended
          November 29, 2002 and November 30, 2001 .............................4

          Consolidated Balance Sheets - November 29,
          2002 (Unaudited) and August 30, 2002 ................................5

          Consolidated Statements of Shareholders' Equity
          (Unaudited) -  Three Months Ended November 29,
          2002 and November 30, 2001 ..........................................6

          Consolidated Statements of Cash Flows
          (Unaudited) - Three Months Ended November 29,
          2002 and November 30, 2001 ..........................................7

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

Item 2.   Management's Discussion and Analysis of Financial
          Condition and Results of Operations..............................12-15

Item 3.   Quantitative and Qualitative Disclosures About Market Risk..........16

Item 4.   Controls and Procedures.............................................16


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

          Certifications .....................................................19

                                       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  29,  2002;  the  consolidated
statements  of  shareholders'  equity as of November  29, 2002 and  November 30,
2001;  the  consolidated  statements  of  operations  for the three months ended
November 29, 2002 and November 30, 2001; and the consolidated statements of cash
flows for the three  months  ended  November 29, 2002 and November 30, 2001 have
been prepared  without audit.  The  consolidated  balance sheet as of August 30,
2002 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 30, 2002, 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 29,      November 30,
                                                     2002              2001
--------------------------------------------------------------------------------

Revenue                                          $  3,945,118      $  6,032,616
--------------------------------------------------------------------------------

Operating costs and expenses
    Cost of products sold                           2,643,910         4,066,722
    Selling, general, and administrative            1,229,281         1,077,065
    Research and development                          655,514           663,845
--------------------------------------------------------------------------------

Operating costs and expenses                        4,528,705         5,807,632
--------------------------------------------------------------------------------

Operating income (loss)                              (583,587)          224,984
    Interest expense                                  (14,667)          (18,086)
    Interest income                                    19,708             2,267
--------------------------------------------------------------------------------

Earnings (loss) before income taxes                  (578,546)          209,165

Income tax expense (benefit)                         (209,000)           77,000
--------------------------------------------------------------------------------

Net earnings (loss)                              $   (369,546)     $    132,165
================================================================================

Net earnings (loss) per share:
    Basic                                        $      (0.03)     $       0.01
    Diluted                                      $      (0.03)     $       0.01
================================================================================

Shares used in per share calculation
    Basic                                          12,267,825        12,085,008
    Diluted                                        12,267,825        12,100,664
================================================================================

          See accompanying notes to consolidated financial statements.

                                       4
<PAGE>

                      WEGENER CORPORATION AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>
                                                       NOVEMBER 29,      August 30,
                                                           2002             2002
------------------------------------------------------------------------------------
ASSETS                                                  (UNAUDITED)

Current assets
<S>                                                    <C>              <C>
    Cash and cash equivalents                          $  6,107,195     $  5,117,756
    Accounts receivable                                   1,561,171        3,037,762
    Inventories                                           3,774,647        3,920,673
    Deferred income taxes                                 2,099,000        2,225,000
    Other                                                    64,468           90,066
------------------------------------------------------------------------------------

         Total current assets                            13,606,481       14,391,257

Property and equipment, net                               3,061,106        2,995,332
Capitalized software costs, net                             635,285          641,710
Deferred income taxes                                       958,000          623,000
Other assets                                                 36,056           48,556
------------------------------------------------------------------------------------

                                                       $ 18,296,928     $ 18,699,855
====================================================================================

LIABILITIES AND SHAREHOLDERS' EQUITY

Current liabilities
    Accounts payable                                   $  1,567,842     $  1,424,101
    Accrued expenses                                      1,315,129        1,409,369
    Customer deposits                                       660,482          777,023
    Current maturities of long-term obligations               6,120            6,120
------------------------------------------------------------------------------------

          Total current liabilities                       3,549,573        3,616,613

Long-term obligations, less current maturities                2,803            4,294
------------------------------------------------------------------------------------

          Total liabilities                               3,552,376        3,620,907
------------------------------------------------------------------------------------

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                           19,465,306       19,513,977
    Deficit                                              (4,771,376)      (4,401,830)
    Less treasury stock, at cost                            (72,524)        (156,345)
------------------------------------------------------------------------------------

         Total shareholders' equity                      14,744,552       15,078,948
------------------------------------------------------------------------------------

                                                       $ 18,296,928     $ 18,699,855
====================================================================================
</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                             Treasury Stock
                                                ------------             Paid-in                              --------------
                                            Shares        Amount         Capital         Deficit           Shares        Amount
----------------------------------------------------------------------------------------------------------------------------------
<S>                                       <C>          <C>            <C>             <C>               <C>           <C>
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)
==================================================================================================================================

Balance at August 30, 2002                12,314,575   $    123,146   $ 19,513,977    $ (4,401,830)         72,977    $   (156,345)

    Treasury stock reissued through
       stock options and 401(k) plan              --             --        (48,671)             --         (39,125)         83,821
    Net loss for the three months                 --             --             --        (369,546)             --              --
----------------------------------------------------------------------------------------------------------------------------------

BALANCE AT NOVEMBER 29, 2002              12,314,575   $    123,146   $ 19,465,306    $ (4,771,376)         33,852         (72,524)
==================================================================================================================================
</TABLE>

See accompanying notes to consolidated financial statements.

                                       6
<PAGE>

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

<TABLE>
<CAPTION>
                                                              Three months ended
                                                         NOVEMBER 29,     November 30,
                                                             2002             2001
--------------------------------------------------------------------------------------

CASH USED FOR OPERATING ACTIVITIES
<S>                                                      <C>              <C>
    Net earnings (loss)                                  $   (369,546)    $    132,165
    Adjustments to reconcile net earnings (loss) to
           cash used for operating activities
        Depreciation and amortization                         380,747          434,813
        Issuance of treasury stock for
            compensation expenses                              35,150           36,794
        Provision for bad debts                                15,000           30,000
        Provision for inventory reserves                           --          100,000
        Provision for deferred income taxes                  (209,000)          77,000
    Changes in assets and liabilities
            Accounts receivable                             1,461,591         (729,347)
            Inventories                                       146,026         (170,219)
            Other assets                                       25,598           55,506
            Accounts payable and accrued expenses              49,501          (94,262)
            Customer deposits                                (116,541)         (19,092)
--------------------------------------------------------------------------------------

                                                            1,418,526         (146,642)
--------------------------------------------------------------------------------------

CASH USED FOR INVESTMENT ACTIVITIES
    Property and equipment expenditures                      (233,685)         (55,256)
    Capitalized software additions                           (193,911)        (120,022)
--------------------------------------------------------------------------------------

                                                             (427,596)        (175,278)
--------------------------------------------------------------------------------------

CASH USED FOR FINANCING ACTIVITIES
    Repayment of long-term debt and capitalized
        lease obligation                                       (1,491)         (40,268)
    Proceeds from stock options exercised                          --            6,700
--------------------------------------------------------------------------------------

                                                               (1,491)         (33,568)
--------------------------------------------------------------------------------------

Increase (decrease) in cash and cash equivalents              989,439         (355,488)
Cash and cash equivalents, beginning of period              5,117,756        1,926,723
--------------------------------------------------------------------------------------

Cash and cash equivalents, end of period                    6,107,195     $  1,571,235
======================================================================================

Supplemental disclosure of cash flow information:
    Cash paid (received) during the three months for:
          Interest                                       $     14,667     $     18,086
          Income taxes                                             --     $    (99,440)
======================================================================================
</TABLE>

See accompanying notes to consolidated financial statements.

                                       7
<PAGE>

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

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 30, 2002.

REVENUE RECOGNITION

The  Company's  revenue  recognition  policies  are  in  compliance  with  Staff
Accounting Bulletin No. 101, "Revenue  Recognition in Financial  Statements," as
published by the staff of 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 (commonly referred to as "bill and hold" transactions). In
such  circumstances,  among other  things,  risk of ownership  has passed to the
buyer,  the buyer has made a written  fixed  commitment to purchase the finished
goods, the buyer has requested the finished goods be held for future delivery as
scheduled and  designated by them,  and no  additional  performance  obligations
exist by the Company. For these transactions,  the finished goods are segregated
from inventory and normal  billing and credit terms are granted.  As of November
29, 2002,  revenues to one customer in the amount of  $1,302,000  were  recorded
prior to delivery as bill and hold transactions.  At November 29, 2002, accounts
receivable for these revenues amounted to $72,000.

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 accordance with EITF Issue 00-10,  "Accounting for Shipping and Handling Fees
and Costs," the Company included all shipping and handling  billings to customer
in revenues, and freight costs incurred for product shipments have been included
in cost of products sold.

EARNINGS PER SHARE

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

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 2003 and 2002 each contain  fifty-two
weeks.

                                       8
<PAGE>

NOTE 2    ACCOUNTS RECEIVABLE

Accounts receivable are summarized as follows:

                                                 NOVEMBER 29,        August 30,
                                                     2002               2002
--------------------------------------------------------------------------------
                                                  (UNAUDITED)

Accounts receivable - trade                      $  1,847,449      $  3,314,046
Other receivables                                      75,308            75,308
--------------------------------------------------------------------------------
                                                    1,922,757         3,389,354

Less allowance for
     doubtful accounts                               (361,586)         (351,592)
--------------------------------------------------------------------------------

                                                 $  1,561,171      $  3,037,762
================================================================================

NOTE 3    INVENTORIES

Inventories are summarized as follows:

                                                 NOVEMBER 29,        August 30,
                                                     2002               2002
--------------------------------------------------------------------------------
                                                  (UNAUDITED)

Raw material                                     $  2,760,452      $  2,917,924
Work-in-process                                     1,493,721         1,639,620
Finished goods                                      2,935,837         3,143,736
--------------------------------------------------------------------------------
                                                    7,190,010         7,701,280

Less inventory reserves                            (3,415,363)       (3,780,607)
--------------------------------------------------------------------------------

                                                 $  3,774,647      $  3,920,673
================================================================================

During the first  quarter of fiscal  2003  inventory  reserves  were  reduced by
inventory   write-offs  of  $365,000.   The  Company's   inventory   reserve  of
approximately  $3,415,000  at November 29, 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

For the three months ended November 29, 2002, income tax benefit of $209,000 was
comprised  of a deferred  federal and state  income tax benefit of $197,000  and
$12,000,  respectively. Net deferred tax assets increased $209,000 to $3,057,000
principally due to an increase 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 future  taxable  income  during  the
carryforward period are reduced.

At November 29, 2002, the Company had a federal net operating loss  carryforward
of  approximately  $2,526,000,  which  expires in fiscal  2020 and fiscal  2021.
Additionally,   the  Company  had  general   business  and  foreign  tax  credit
carryforwards of $98,000 expiring in fiscal 2004 and an alternative  minimum tax
credit of $138,000.

                                       9
<PAGE>

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 29, 2002                           NOVEMBER 30, 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)                    $(369,546)                                      $132,165
                                      --------------------------------------------------------------------------------------

Basic earnings (loss) per share:
    Net earnings (loss) available
        to common shareholders         $(369,546)       12,267,825      $(0.03)        $132,165        12,085,008      $0.01
                                      ======================================================================================

Effect of dilutive potential
    common shares:
        Stock options                         --                --                           --            15,656
                                      --------------------------------------------------------------------------------------

Diluted earnings (loss) per share:
    Net earnings (loss) available
        to common shareholders         $(369,546)       12,267,825      $(0.03)        $132,165        12,100,664      $0.01
                                      ======================================================================================
</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 29, 2002     November 30, 2001
                                        ---------------------------------------
Common stock options:
    Number of shares                        1,435,425             1,011,550
    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 29,         November 30,
                                              2002                 2001
                                          ---------------------------------
Product Line
    Direct Broadcast Satellite             $3,482,568           $5,603,053
    Telecom and Custom Products               351,375              273,576
    Service                                   111,175              155,987
                                          ---------------------------------
                                           $3,945,118           $6,032,616
                                          =================================

Revenues by geographic areas are as follows:

                                                 Three months ended
                                          ---------------------------------
                                          NOVEMBER 29,         November 30,
                                              2002                 2001
                                          ---------------------------------
Geographic Area
    United States                          $3,755,166            $5,596,129
    Latin America                              56,400               286,443
    Canada                                     66,730                51,137
    Europe                                     52,274                35,985
    Other                                      14,548                62,922
                                          ---------------------------------
                                           $3,945,118            $6,032,616
                                          =================================

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 29,         November 30,
                                              2002                 2001
                                          ---------------------------------

    Customer 1                               50.3%                 17.2%
    Customer 2                                (A)                  30.6%
    Customer 3                                (A)                  17.4%

(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 29, 2002, remaining
purchase commitments amounted to $241,000. 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 $1,217,000
at November 29, 2002.  Subsequent to November 29, 2002, the Company committed to
an  additional  $1,189,000  of  inventory  purchases.   Pursuant  to  the  above
agreements,  at November 29, 2002, the Company had outstanding letters of credit
in the amount of $1,458,000.

                                       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 30, 2002  contained in the Company's  2002
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  30,  2002 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 29, 2002 COMPARED TO THREE MONTHS ENDED NOVEMBER 30,
2001

The operating results for the three month period ended November 29, 2002, were a
net loss of $(370,000) or $(0.03) per share compared to net earnings of $132,000
or $0.01 per share for the three month period ended November 30, 2001.

REVENUES - The Company's revenues for the first quarter of fiscal 2003 decreased
$2,088,000 or 34.6% to $3,945,000  from $6,033,000 for the same period in fiscal
2002.

Direct Broadcast Satellite (DBS) revenues (including service revenues) decreased
$2,165,000  or 37.6%,  in the first  quarter of fiscal 2003 to  $3,594,000  from
$5,759,000  for the same period in fiscal  2002.  The decrease in revenues was a
result of a lower  backlog of orders at the beginning of fiscal 2003 compared to
the  beginning  of fiscal 2002.  Revenues  and order  backlog are subject to the
timing of significant orders from customers, and as a result, revenue levels may
fluctuate  from quarter to quarter.  DBS  revenues  were  adversely  impacted by
delayed purchasing  decisions in the digital satellite  transmission  market and
delayed product  introductions by the Company.  The first quarter of fiscal 2002
included  shipments of network  equipment to Roberts  Communications  to provide
television  coverage of horseracing to off-track  betting venues  throughout the
United States and  shipments of digital  receivers to FOX Digital and FOX Sports
Net for their  broadcast  and cable  television  networks.  Telecom  and  Custom
Products  Group  revenues  increased  $77,000 or 28.1% to  $351,000 in the first
quarter of fiscal 2003 from  $274,000 in the first  quarter of fiscal 2002.  The
increase was mainly due to increased  shipments of cue and control  equipment to
provide local commercial insertion  capabilities to cable television  operators.
For the three months ended November 29, 2002,  one customer  accounted for 50.3%
of revenues. For the three months ended November 30, 2001, three other customers
accounted  for  30.6%,  17.4% and 17.2% 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 2003. The Company's  backlog is comprised of  undelivered,  firm customer
orders,  which are scheduled to ship within eighteen  months.  WCI's backlog was
approximately  $12.8 million at November 29, 2002,  compared to $10.7 million at
August 30, 2002, and $17.2 million at November 30, 2001. One customer  accounted
for 72.4% of the backlog at November 29, 2002.

GROSS PROFIT MARGINS - The Company's gross profit margin  percentages were 33.0%
for the three month  period ended  November 29, 2002,  compared to 32.6% for the
three month period  ended  November 30,  2001.  Gross  margin  percentages  were
favorably  impacted by a product mix with lower variable cost  components  which
was offset by higher unit fixed costs due to lower revenues. Gross profit margin
dollars decreased $665,000 for the three month period ended November 29, 2002

                                       12
<PAGE>

compared to the same period  ended  November  30,  2001.  The decrease in margin
dollars was mainly due to lower  revenues  during the period.  Profit margins in
the first quarter of fiscal 2002 included  inventory reserve charges of $100,000
compared to none for the same period of fiscal 2003.

SELLING, GENERAL AND ADMINISTRATIVE - Selling, general and administrative (SG&A)
expenses  increased  $152,000  or 14.1% to  $1,229,000  in the first  quarter of
fiscal  2003  from  $1,077,000  in  the  first  quarter  of  fiscal  2002.  SG&A
professional fees increased $347,000 mainly due to an increase in legal expenses
related to a complaint filed by StarGuide  Digital  Networks,  Inc.  against WCI
primarily  alleging patent  infringement.  (See Item 1. Legal  Proceedings.) The
increase in  professional  fees was offset by reductions in  administrative  and
corporate  overhead  expenses,  outside  sales  agents  commissions,   marketing
expenses and bad debt provisions. As a percentage of revenues,  selling, general
and administrative expenses were 31.2% for the three month period ended November
29, 2002 compared to 17.9% for the same period ended November 30, 2001.

RESEARCH AND  DEVELOPMENT  - Research and  development  expenditures,  including
capitalized  software  development  costs, were $850,000 or 21.5% of revenues in
the first  quarter of fiscal 2003  compared to $784,000 or 13.0% of revenues for
the same period of fiscal 2002.  Capitalized software development costs amounted
to  $194,000  in the first  quarter of fiscal  2003  compared to $120,000 in the
first quarter of fiscal 2002. The increases in capitalized software costs during
the  first  quarter  of  fiscal  2003  compared  to 2002  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  development  costs,  were  $656,000  or 16.6% of revenues in the first
quarter of fiscal 2003,  and $664,000 or 11.0% of revenues in the same period of
fiscal 2002.

INTEREST  EXPENSE - Interest  expense  decreased  $3,000 to $15,000 in the first
quarter of fiscal  2003 from  $18,000  in the same  period in fiscal  2002.  The
decrease was primarily due to a decrease in average outstanding letter of credit
commitment balances.

INTEREST  INCOME -  Interest  income  was  $20,000  for the three  months  ended
November  29, 2002  compared to $2,000 for the same period  ended  November  30,
2001. The increase was primarily due to higher average cash equivalent balances.

INCOME TAX EXPENSE - For the three  months ended  November 29, 2002,  income tax
benefit of $209,000  was  comprised  of a deferred  federal and state income tax
benefit of $197,000 and $12,000, respectively.

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 published by the staff of 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   (commonly  referred  to  as  "bill  and  hold"
transactions). In such circumstances,  among other things, risk of ownership has
passed to the buyer,  the buyer has made a written fixed  commitment to purchase
the finished  goods,  the buyer has  requested  the  finished  goods be held for
future  delivery  as  scheduled  and  designated  by  them,  and  no  additional
performance  obligations  exist by the  Company.  For  these  transactions,  the
finished goods are segregated from inventory and normal billing and credit terms
are granted.  As of November 29, 2002, revenues to one customer in the amount of
$1,302,000  were recorded  prior to delivery as bill and hold  transactions.  At
November 29, 2002, accounts receivable for these revenues amounted to $72,000.

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.

                                       13
<PAGE>

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 November 29, 2002, inventories,  net
of reserve provisions, amounted to $3,775,000.

CAPITALIZED   SOFTWARE  COSTS  -  Software  development  costs  are  capitalized
subsequent to  establishing  technological  feasibility.  Capitalized  costs are
amortized  based on the larger of the amounts  computed using (a) the ratio that
current  gross  revenues  for each  product  bears to the total of  current  and
anticipated  future gross  revenues  for that  product or (b) the  straight-line
method over the  remaining  estimated  economic  life of the  product.  Expected
future  revenues and  estimated  economic  lives are subject to revisions due to
market conditions, technology changes, and other factors resulting in shortfalls
of expected  revenues or reduced economic lives which could result in additional
amortization expense or write-offs.  At November 29, 2002,  capitalized software
costs, net of accumulated amortization, amounted to $635,000.

DEFERRED TAX ASSET VALUATION  ALLOWANCE - Deferred tax assets are recognized for
deductible temporary differences,  net operating loss carryforwards,  and credit
carryforwards  if it is more  likely  than  not that  the tax  benefits  will be
realized.  Realization  of 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 future 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 November 29, 2002,  deferred tax assets  amount to  $3,057,000  of
which  approximately  $884,000 relates to net operating loss carryforwards which
expire in fiscal 2020 and 2021 and $98,000 of general  business  and foreign tax
credits  expiring  in  fiscal  2004 and an  alternative  minimum  tax  credit of
$138,000.

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 November 29, 2002, accounts receivable
net of allowances for doubtful accounts amounted to $1,561,000.

LIQUIDITY AND CAPITAL RESOURCES
THREE MONTHS ENDED NOVEMBER 29, 2002

At November 30, 2002, the Company's  primary  sources of liquidity were cash and
cash  equivalents  of $6,107,000 and a $5,000,000  bank loan facility.  Cash and
cash equivalents increased $989,000 during the first quarter of fiscal 2003.

During  the  first  quarter  of  fiscal  2003,   operating  activities  provided
$1,419,000  of cash.  Net loss  adjusted for non-cash  expenses used $147,000 of
cash,  while  changes in  accounts  receivable  and  customer  deposit  balances
provided  $1,345,000 of cash.  Changes in accounts payable and accrued expenses,
inventories,  and other assets provided $221,000 of cash. Cash used by investing
activities  for property and equipment  expenditures  and  capitalized  software
additions was $428,000.  Financing  activities used cash of $1,500 for scheduled
repayments of long-term debt.

WCI's bank loan facility provides a maximum available credit limit of $5,000,000
with sublimits as defined.  The 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 (4.25% at November 29, 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 November 29, 2002, no balances were outstanding on the revolving
line of  credit  or the  equipment  term  loan  portions  of the loan  facility.
Additionally, at November 29, 2002,

                                       14
<PAGE>

approximately  $1,847,000 net of outstanding  letters of credit in the amount of
$1,458,000 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.  At November 29, 2002,  the Company was in  compliance  with all loan
facility  covenants.  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 November 29, 2002, remaining
purchase commitments amounted to $241,000. 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 $1,217,000
at November 29, 2002.  Subsequent to November 29, 2002, the Company committed to
an  additional  $1,189,000  of  inventory  purchases.   Pursuant  to  the  above
agreements,  at November 29, 2002, the Company had outstanding letters of credit
in the amount of $1,458,000.

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

A summary of the Company's long-term contractual  obligations as of November 29,
2002 consisted of:

                                         OPERATING           PURCHASE
                            DEBT           LEASES           COMMITMENTS
                           ------         --------          -----------
     Fiscal 2003           $6,000         $171,000          $1,458,000
     Fiscal 2004            3,000          224,000                  --
     Fiscal 2005                -          114,000                  --
     Fiscal 2006                -            2,000                  --
                           ------         --------          -----------
     Total                 $9,000         $511,000          $1,458,000
                           ======         ========          ==========

                                       15
<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 29, 2002 subject to variable interest rate fluctuations.

At  November  29,  2002,  the  Company's  cash  equivalents  consisted  of  bank
commercial paper in the amount of $3,950,000 and variable rate municipals in the
amount of $2,000,000.  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.

ITEM 4.   CONTROLS AND PROCEDURES

Within 90 days prior to the filing date of this report,  the Company carried out
an evaluation, under the supervision and with the participation of the Company's
management,  including the Chief Executive Officer (CEO) and the Chief Financial
Officer (CFO), of the effectiveness of the design and operation of the Company's
disclosure controls and procedures.  Based on that evaluation, the Company's CEO
and CFO have concluded that the Company's disclosure controls and procedures (as
defined in Rule 13a-14 of the  Securities  Exchange Act of 1934, as amended) are
effective.  There have been no  significant  changes in the  Company's  internal
controls or in other  factors that could  significantly  affect  these  internal
controls subsequent to the completion of this evaluation.

                                       16
<PAGE>

                           PART II. OTHER INFORMATION

ITEM 1.   LEGAL PROCEEDINGS

     (a)  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. (StarGuide Digital
          Network, Inc., Plaintiff,  v. Wegener  Communications,  Inc., and John
          Scaggs,  Defendants) alleging that WCI had infringed two United States
          patents held by StarGuide. On July 10, 2002, StarGuide filed its First
          Amended  Complaint  and added John  Scaggs,  an  employee of WCI, as a
          defendant.  StarGuide  filed its Second Amended  Complaint on July 17,
          2002. Counts I and II of the Second Amended Complaint allege claims of
          patent  infringement  against WCI  relating to two U.S.  Patents.  The
          remaining  counts relate to the  employment of John Scaggs by WCI, his
          brief decision to become an employee of StarGuide, and alleged acts of
          misappropriation  of StarGuide's trade secrets by WCI and John Scaggs.
          The plaintiff seeks  preliminary and permanent  injunctions  enjoining
          WCI from further patent infringement,  compensatory damages,  enhanced
          and punitive damages for any willful infringement or interference with
          contract,  and costs and  attorney's  fees.  WCI timely  answered  the
          Complaints  and denied all liability in full.  In addition,  WCI filed
          counterclaims  against StarGuide seeking  declaratory  judgements that
          WCI is not infringing the patents in suit and that the patents in suit
          are invalid or otherwise  unenforceable.  Subsequent to the end of the
          first quarter of fiscal 2003, WCI and John Scaggs reached an agreement
          with StarGuide settling all disputes between the parties. The terms of
          the  settlement  are  confidential  but include  StarGuide's  grant of
          limited licenses to Wegener under a number of StarGuide  patents.  WCI
          has agreed to pay  StarGuide  a running  royalty on certain  products.
          Management of the Company believes that the settlement 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:

          99.1 Certification  of  Chief  Executive  Officer  Regarding  Periodic
               Report Containing Financial Statements Pursuant to Section 906 of
               the Sarbanes-Oxley Act of 2002.

          99.2 Certification  of  Chief  Financial  Officer  Regarding  Periodic
               Report Containing Financial Statements Pursuant to Section 906 of
               the Sarbanes-Oxley Act of 2002.


     (b)  Reports on Form 8-K - No  reports  on Form 8-K were  filed  during the
          quarter ended November 29, 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:  January 3, 2003             By: /s/ Robert A. Placek
                                       ---------------------------
                                   Robert A. Placek
                                   President
                                   (Principal Executive Officer)



Date: January 3, 2003              By: /s/ C. Troy Woodbury, Jr.
                                       ---------------------------
                                   C. Troy Woodbury, Jr.
                                   Treasurer and Chief
                                   Financial Officer
                                   (Principal Financial and Accounting Officer)

                                       18
<PAGE>


       CERTIFICATION OF CHIEF EXECUTIVE OFFICER REGARDING PERIODIC REPORT
             CONTAINING FINANCIAL STATEMENTS PURSUANT TO SECTION 302
                       OF THE SARBANES-OXLEY ACT OF 2002

I, Robert A. Placek, the Chief Executive Officer of Wegener Corporation, certify
that:

(1)  I have  reviewed this  quarterly  report on Form 10-Q for the quarter ended
     November 29, 2002 of Wegener Corporation;

(2)  Based on my knowledge,  this  quarterly  report does not contain any untrue
     statement of a material fact or omit to state a material fact  necessary to
     make the statements  made, in light of the  circumstances  under which such
     statements  were made, not misleading with respect to the period covered by
     this quarterly report;

(3)  Based on my  knowledge,  the  financial  statements,  and  other  financial
     information  included  in this  quarterly  report,  fairly  present  in all
     material respects the financial  condition,  results of operations and cash
     flows of the  registrant  as of, and for,  the  periods  presented  in this
     quarterly report;

(4)  The  registrant's  other  certifying  officers  and I are  responsible  for
     establishing and maintaining disclosure controls and procedures (as defined
     in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

     (a)  designed  such  disclosure  controls  and  procedures  to ensure  that
          material  information  relating  to the (  registrant,  including  its
          consolidated subsidiaries,  is made known to us by others within those
          entities,  particularly  during  the  period in which  this  quarterly
          report is being prepared;

     (b)  evaluated the  effectiveness of the registrant's  disclosure  controls
          and procedures as of a date within 90 days prior to the filing date of
          this quarterly report (the "Evaluation Date"); and

     (c)  presented  in  this  quarterly   report  our  conclusions   about  the
          effectiveness  of our disclosure  controls and procedures based on our
          evaluation as of the Evaluation Date;

(5)  The registrant's other certifying  officers and I have disclosed,  based on
     our most recent  evaluation,  to the  registrant's  auditors  and the audit
     committee of the registrant's board of directors (or persons performing the
     equivalent function):

     (a)  all  significant  deficiencies  in the design or operation of internal
          controls which could  adversely ( affect the  registrant's  ability to
          record,  process,   summarize  and  report  financial  data  and  have
          identified for the  registrant's  auditors any material  weaknesses in
          internal controls; and

     (b)  any fraud, whether or not material,  that involves management or other
          employees who have a  significant  role in the  registrant's  internal
          controls; and

(6)  The  registrant's  other  certifying  officers and I have indicated in this
     quarterly  report  whether  there  were  significant  changes  in  internal
     controls  or in other  factors  that could  significantly  affect  internal
     controls  subsequent to the date of our most recent  evaluation,  including
     any corrective actions with regard to significant deficiencies and material
     weaknesses.

                                   Date: January 3, 2003

                                   /s/ Robert A. Placek

                                   NAME:  ROBERT A. PLACEK
                                   TITLE: CHAIRMAN OF THE BOARD, PRESIDENT AND
                                          CHIEF EXECUTIVE OFFICER

                                       19
<PAGE>

       CERTIFICATION OF CHIEF FINANCIAL OFFICER REGARDING PERIODIC REPORT
             CONTAINING FINANCIAL STATEMENTS PURSUANT TO SECTION 302
                       OF THE SARBANES-OXLEY ACT OF 2002

I, C. Troy Woodbury,  Jr., the Chief Financial  Officer of Wegener  Corporation,
certify that:

(1)  I have  reviewed  this  quarterly  report on Form 10-Q for the period ended
     November 29, 2002 of Wegener Corporation;

(2)  Based on my knowledge,  this  quarterly  report does not contain any untrue
     statement of a material fact or omit to state a material fact  necessary to
     make the statements  made, in light of the  circumstances  under which such
     statements  were made, not misleading with respect to the period covered by
     this quarterly report;

(3)  Based on my  knowledge,  the  financial  statements,  and  other  financial
     information  included  in this  quarterly  report,  fairly  present  in all
     material respects the financial  condition,  results of operations and cash
     flows of the  registrant  as of, and for,  the  periods  presented  in this
     quarterly report;

(4)  The  registrant's  other  certifying  officers  and I are  responsible  for
     establishing and maintaining disclosure controls and procedures (as defined
     in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

     (a)  designed  such  disclosure  controls  and  procedures  to ensure  that
          material  information  relating  to the (  registrant,  including  its
          consolidated subsidiaries,  is made known to us by others within those
          entities,  particularly  during  the  period in which  this  quarterly
          report is being prepared;

     (b)  evaluated the  effectiveness of the registrant's  disclosure  controls
          and procedures as of a date within 90 days prior to the filing date of
          this quarterly report (the "Evaluation Date"); and

     (c)  presented  in  this  quarterly   report  our  conclusions   about  the
          effectiveness  of our disclosure  controls and procedures based on our
          evaluation as of the Evaluation Date;

(5)  The registrant's other certifying  officers and I have disclosed,  based on
     our most recent  evaluation,  to the  registrant's  auditors  and the audit
     committee of the registrant's board of directors (or persons performing the
     equivalent function):

     (a)  all  significant  deficiencies  in the design or operation of internal
          controls which could  adversely ( affect the  registrant's  ability to
          record,  process,   summarize  and  report  financial  data  and  have
          identified for the  registrant's  auditors any material  weaknesses in
          internal controls; and

     (b)  any fraud, whether or not material,  that involves management or other
          employees who have a  significant  role in the  registrant's  internal
          controls; and

(6)  The  registrant's  other  certifying  officers and I have indicated in this
     quarterly  report  whether  there  were  significant  changes  in  internal
     controls  or in other  factors  that could  significantly  affect  internal
     controls  subsequent to the date of our most recent  evaluation,  including
     any corrective actions with regard to significant deficiencies and material
     weaknesses.

                                   Date: January 3, 2003

                                   /s/ C. Troy Woodbury, Jr.

                                   NAME:  C. TROY WOODBURY, JR.
                                   TITLE: TREASURER AND CHIEF FINANCIAL OFFICER

                                       20
<PAGE>