UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 10-Q

(Mark One)
     [X]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 1, 2002

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

For the transition period from _____________________ to ______________________

Commission file No. 0-11003

                               WEGENER CORPORATION
             (Exact name of registrant as specified in its charter)

             DELAWARE                                       81-0371341
     (State of incorporation)                            (I.R.S. Employer
                                                        Identification No.)

11350 TECHNOLOGY CIRCLE, DULUTH, GEORGIA                    30097-1502
(Address of principal executive offices)                    (Zip Code)

       REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (770) 623-0096

                  REGISTRANT'S WEB SITE: HTTP://WWW.WEGENER.COM

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  registrant  was
required  to file  such  reports),  and  (2) has  been  subject  to such  filing
requirements for the past 90 days:

               YES  X                                    NO
                  -----                                    -----

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

Common Stock, $.01 par value                            12,157,563 Shares
----------------------------                     -------------------------------
           Class                                   Outstanding March 25, 2002

<PAGE>

                      WEGENER CORPORATION AND SUBSIDIARIES
                  FORM 10-Q FOR THE QUARTER ENDED MARCH 1, 2002

                                      INDEX

PART I.  FINANCIAL INFORMATION

    Item 1.  Consolidated Financial Statements

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

             Consolidated Statements of Operations
             (Unaudited) - Three and Six Months Ended
             March 1, 2002 and March 2, 2001 ..................................4

             Consolidated Balance Sheets - March 1,
             2002 (Unaudited) and August 31, 2001 .............................5

             Consolidated Statements of Shareholders' Equity
             (Unaudited) - Six Months Ended March 1,
             2002 and March 2, 2001 ...........................................6

             Consolidated Statements of Cash Flows
             (Unaudited) - Six Months Ended March 1,
             2002 and March 2, 2001 ...........................................7

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

    Item 2.  Management's Discussion and Analysis of Financial
             Condition and Results of Operations ..........................13-16

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

PART II. OTHER INFORMATION

    Item 1.  None
    Item 2.  None
    Item 3.  None
    Item 4.  Submission of Matters to a Vote of Security Holders .............18
    Item 5.  None
    Item 6.  Exhibits and Reports on Form 8-K ................................18

             Signatures ......................................................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 March 1, 2002; the consolidated  statements
of shareholders' equity as of March 1, 2002, and March 2, 2001; the consolidated
statements of operations  for the three and six months ended March 1, 2002,  and
March 2, 2001; and the consolidated  statements of cash flows for the six months
ended March 1, 2002, and March 2, 2001,  have been prepared  without audit.  The
consolidated  balance  sheet  as of  August  31,  2001,  has  been  examined  by
independent  certified  public  accountants.  Certain  information  and footnote
disclosures  normally  included in financial  statements  prepared in accordance
with generally  accepted  accounting  principles  have been condensed or omitted
pursuant to such rules and  regulations,  although the Company believes that the
disclosures   herein  are  adequate  to  make  the  information   presented  not
misleading. It is suggested that these consolidated financial statements be read
in conjunction  with the financial  statements and the notes thereto included in
the  Company's  Annual  Report on Form 10-K for the fiscal year ended August 31,
2001, File No. 0-11003.

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

                                       3
<PAGE>

                      WEGENER CORPORATION AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (Unaudited)

<TABLE>
<CAPTION>
                                              Three months ended              Six months ended
                                           MARCH 1,        March 2,        MARCH 1,        March 2,
                                             2002            2001            2002            2001
------------------------------------------------------------------------------------------------------
<S>                                      <C>             <C>             <C>             <C>
Revenue                                  $  5,860,702    $  3,766,210    $ 11,893,318    $  8,763,791
------------------------------------------------------------------------------------------------------

Operating costs and expenses
   Cost of products sold                    3,776,353       3,297,310       7,843,075       7,513,707
   Selling, general and administrative      1,043,088       1,567,148       2,120,153       2,574,367
   Research and development                   626,648         810,898       1,290,493       1,536,968
------------------------------------------------------------------------------------------------------

Operating costs and expenses                5,446,089       5,675,356      11,253,721      11,625,042
------------------------------------------------------------------------------------------------------

Operating income (loss)                       414,613      (1,909,146)        639,597      (2,861,251)
   Interest expense                           (11,878)        (10,620)        (29,964)        (23,862)
   Interest income                              3,211          10,525           5,478          55,615
------------------------------------------------------------------------------------------------------

Earnings (loss) before income taxes           405,946      (1,909,241)        615,111      (2,829,498)

Income tax expense (benefit)                  150,000        (683,000)        227,000      (1,019,000)
------------------------------------------------------------------------------------------------------

Net earnings (loss)                      $    255,946    $ (1,226,241)   $    388,111    $ (1,810,498)
======================================================================================================

Net earnings (loss) per share:
   Basic                                 $        .02    $       (.10)   $        .03    $       (.15)
   Diluted                               $        .02    $       (.10)   $        .03    $       (.15)
======================================================================================================

Shares used in per share calculation
   Basic                                   12,143,507      11,878,685      12,114,258      11,867,101
   Diluted                                 12,167,259      11,878,685      12,136,695      11,867,101
======================================================================================================
</TABLE>

See accompanying notes to consolidated financial statements.

                                       4
<PAGE>

                      WEGENER CORPORATION AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS

                                                     MARCH 1,       August 31,
                                                       2002            2001
--------------------------------------------------------------------------------
ASSETS                                              (UNAUDITED)

Current assets
   Cash and cash equivalents                       $  3,673,157    $  1,926,723
   Accounts receivable                                1,306,905       1,076,420
   Inventories                                        6,128,119       7,485,883
   Deferred income taxes                              2,194,000       2,207,000
   Other                                                121,908         134,095
--------------------------------------------------------------------------------

      Total current assets                           13,424,089      12,830,121

Property and equipment, net                           3,327,540       3,664,292
Capitalized software costs, net                         720,895         895,442
Deferred income taxes                                 1,014,000       1,228,000
Other assets                                             16,056          42,617
--------------------------------------------------------------------------------

                                                   $ 18,502,580    $ 18,660,472
================================================================================

LIABILITIES AND SHAREHOLDERS' EQUITY

Current liabilities
   Accounts payable                                $  1,241,818    $  1,694,923
   Accrued expenses                                   1,832,231       2,009,482
   Customer deposits                                    851,608         813,125
   Current maturities of long-term obligations            6,454          44,695
--------------------------------------------------------------------------------

      Total current liabilities                       3,932,111       4,562,225

Long-term obligations, less current maturities            6,905          10,379
--------------------------------------------------------------------------------

      Total liabilities                               3,939,016       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                        19,598,097      19,751,694
   Deficit                                           (4,821,299)     (5,209,410)
   Less treasury stock, at cost                        (336,380)       (577,562)
--------------------------------------------------------------------------------

      Total shareholders' equity                     14,563,564      14,087,868
--------------------------------------------------------------------------------

                                                   $ 18,502,580    $ 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      Retained              Treasury Stock
                                                ------------             Paid-in        Earnings              --------------
                                            Shares        Amount         Capital        (Deficit)         Shares         Amount
------------------------------------------------------------------------------------------------------------------------------------
<S>                                       <C>          <C>            <C>             <C>                 <C>         <C>
BALANCE, at September 1, 2000             12,314,575   $    123,146   $ 20,324,568    $ (3,233,109)        481,471    $ (1,037,507)

   Treasury stock reissued through
      stock options and 401(k) plan               --             --       (124,476)             --         (99,275)        213,925
   Value of stock options granted for
      services                                    --             --        148,188              --              --              --
   Value of stock
      option compensation                         --             --       (345,000)             --              --              --
   Net loss for the six months                    --             --             --      (1,810,498)             --              --
------------------------------------------------------------------------------------------------------------------------------------
BALANCE, at March 2, 2001                 12,314,575   $    123,146   $ 20,003,280    $ (5,043,607)        382,196    $   (823,582)
====================================================================================================================================

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               --             --       (153,597)             --        (112,576)        241,182
   Net earnings for the six months                --             --             --         388,111              --              --
------------------------------------------------------------------------------------------------------------------------------------
BALANCE AT MARCH 1, 2002                  12,314,575   $    123,146   $ 19,598,097    $ (4,821,299)        157,012    $   (336,380)
====================================================================================================================================
</TABLE>

See accompanying notes to consolidated financial statements.

                                       6
<PAGE>

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

                                                          Six months ended
                                                       MARCH 1,       March 2,
                                                         2002           2001
--------------------------------------------------------------------------------

CASH PROVIDED BY (USED FOR) OPERATING ACTIVITIES
   Net earnings (loss)                               $   388,111    $(1,810,498)
   Adjustments to reconcile net earnings (loss) to
    cash provided by (used for)
    operating activities
      Depreciation and amortization                      871,713        847,323
      Issuance of treasury stock for
         compensation expenses                            74,185         89,449
      Non-cash stock option
         compensation                                         --       (484,000)
      Other non-cash expenses                                 --        148,188
      Provision for bad debt allowance                    80,000         75,000
      Provision for inventory reserves                   200,000        425,000
      Provision for deferred income taxes                227,000     (1,019,000)
   Changes in assets and liabilities
         Accounts receivable                            (310,485)       852,432
         Inventories                                   1,157,764       (676,832)
         Other assets                                     12,187        (91,365)
         Accounts payable and accrued expenses          (630,356)        28,232
         Customer deposits                                38,483      1,267,341
--------------------------------------------------------------------------------

                                                       2,108,602       (348,730)
--------------------------------------------------------------------------------

CASH USED FOR INVESTMENT ACTIVITIES
   Property and equipment expenditures                  (105,425)      (227,505)
   Capitalized software additions                       (228,428)      (175,072)
--------------------------------------------------------------------------------

                                                        (333,853)      (402,577)
--------------------------------------------------------------------------------

CASH USED FOR FINANCING ACTIVITIES
   Repayment of long-term debt                           (41,715)      (294,072)
   Proceeds from stock options exercised                  13,400             --
--------------------------------------------------------------------------------

                                                         (28,315)      (294,072)
--------------------------------------------------------------------------------

Increase (decrease) in cash and cash equivalents       1,746,434     (1,045,379)
Cash and cash equivalents, beginning of period         1,926,723      2,072,853
--------------------------------------------------------------------------------

Cash and cash equivalents, end of period             $ 3,673,157    $ 1,027,474
================================================================================

Supplemental disclosure of cash flow information:
   Cash paid (received) during the six months for:
      Interest                                       $    29,964    $    23,862
      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:

                                               MARCH 1,           August 31,
                                                 2002                2001
     ---------------------------------------------------------------------------
                                             (UNAUDITED)

     Accounts receivable - trade             $ 1,611,795         $ 1,237,403
     Other receivables                            79,338             144,038
     ---------------------------------------------------------------------------
                                               1,691,133           1,381,441

     Less allowance for
        doubtful accounts                       (384,228)           (305,021)
     ---------------------------------------------------------------------------

                                             $ 1,306,905         $ 1,076,420
     ===========================================================================

                                       8
<PAGE>

NOTE 3  INVENTORIES

Inventories are summarized as follows:

                                               MARCH 1,           August 31,
                                                 2002                2001
     ---------------------------------------------------------------------------
                                             (UNAUDITED)

     Raw material                            $  2,600,384        $  3,097,056
     Work-in-process                            4,565,251           5,332,635
     Finished goods                             3,002,848           3,212,686
     ---------------------------------------------------------------------------
                                               10,168,483          11,642,377

     Less inventory reserves                   (4,040,364)         (4,156,494)
     ---------------------------------------------------------------------------

                                             $  6,128,119        $  7,485,883
     ===========================================================================

During the first six months of fiscal 2002 inventory  reserves were increased by
charges to cost of sales of $200,000 and were reduced by inventory write-offs of
$316,000.  The Company's inventory reserve of approximately  $4,040,000 at March
1, 2002, is to provide for items that are potentially  slow moving,  excess,  or
obsolete. Changes in market conditions, lower than expected customer demand, and
rapidly changing  technology could result in additional obsolete and slow-moving
inventory that is unsaleable or saleable at reduced  prices.  No estimate can be
made of a range  of  amounts  of loss  from  obsolescence  that  are  reasonably
possible should the Company's sales efforts not be successful.

NOTE 4  INCOME TAXES (UNAUDITED)

For the six months  ended  March 1, 2002,  income tax  expense of  $227,000  was
comprised  of a deferred  federal and state  income tax expense of $209,000  and
$18,000  respectively.  Net deferred tax assets decreased $227,000 to $3,208,000
principally  due to decreases in net operating loss  carryforwards  in the first
six  months.  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 March 1, 2002, the Company had a federal net operating loss  carryforward  of
approximately  $2,583,000,  which  expires  in  fiscal  2020  and  fiscal  2021.
Additionally,   the  Company  had  general   business  and  foreign  tax  credit
carryforwards of $106,000 expiring in fiscal 2004 and an alternative minimum tax
credit of $249,000.

                                       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  per share
computations.

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

                                                    MARCH 1, 2002                             March 2, 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)                  $    255,946                               $ (1,226,241)
                                     ============                               ============

BASIC EARNINGS (LOSS) PER SHARE:
   Net earnings (loss) available
      to common shareholders         $    255,946      12,143,507    $   .02    $ (1,226,241)     11,878,685    $  (.10)

Effect of dilutive potential
   common shares:
      Stock options                            --          23,752                         --              --
                                     ----------------------------               ----------------------------

DILUTED EARNINGS (LOSS) PER SHARE:
   Net earnings (loss) available
      to common shareholders         $    255,946      12,167,259    $   .02    $ (1,226,241)     11,878,685    $  (.10)
                                     ============================    =======    ============================    =======

<CAPTION>
                                                                     Six months ended
                                     -----------------------------------------------------------------------------------

                                                    MARCH 1, 2002                             March 2, 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)                  $    388,111                               $ (1,810,498)
                                     ============                               ============

BASIC EARNINGS(LOSS) PER SHARE:
   Net earnings (loss) available
      to common shareholders         $    388,111      12,114,258    $   .03    $ (1,810,498)     11,867,101    $  (.15)

Effect of dilutive potential
   common shares:
      Stock options                            --          22,437                         --              --
                                     ----------------------------               ----------------------------

DILUTED EARNINGS (LOSS) PER SHARE:
   Net earnings (loss) available
      to common shareholders         $    388,111      12,136,695    $   .03    $ (1,810,498)     11,867,101    $  (.15)
                                     ============================    =======    ============================    =======
</TABLE>

                                       10
<PAGE>

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

<TABLE>
<CAPTION>
                                      Three months ended                 Six months ended
                                 ---------------------------------------------------------------
                                   MARCH 1,         March 2,         MARCH 1,         March 2,
                                     2002             2001             2002             2001
                                 ---------------------------------------------------------------
<S>                              <C>              <C>             <C>              <C>
Common stock options:
   Number of shares                 1,011,550       1,200,800        1,059,650       1,200,800
   Exercise price                $1.41 to $5.63   $.63 to $5.63   $1.00 to $5.63   $.63 to $5.63
                                 ===============================================================
</TABLE>

NOTE 6  SEGMENT INFORMATION AND SIGNIFICANT CUSTOMERS (UNAUDITED)

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

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

<TABLE>
<CAPTION>
                                      Three months ended                 Six months ended
                                 ---------------------------------------------------------------
                                   MARCH 1,         March 2,         MARCH 1,         March 2,
                                     2002             2001             2002             2001
                                 ---------------------------------------------------------------
<S>                              <C>              <C>              <C>              <C>
Product Line
   Direct Broadcast Satellite    $ 5,640,263      $ 3,043,456      $11,243,316      $ 7,142,955
   Telecom and Custom Products       108,148          577,949          381,724        1,334,667
   Service                           112,291          144,805          268,278          286,169
                                 ---------------------------------------------------------------
                                 $ 5,860,702      $ 3,766,210      $11,893,318      $ 8,763,791
                                 ===============================================================
</TABLE>

Revenues by geographic area are as follows:

<TABLE>
<CAPTION>
                                      Three months ended                 Six months ended
                                 ---------------------------------------------------------------
                                   MARCH 1,         March 2,         MARCH 1,         March 2,
                                     2002             2001             2002             2001
                                 ---------------------------------------------------------------
<S>                              <C>              <C>              <C>              <C>
Geographic Area
   United States                 $ 5,633,243      $ 3,373,048      $11,229,372      $ 6,541,679
   Latin America                      89,131           98,891          375,574        1,199,320
   Canada                             35,754           35,732           86,892           52,841
   Europe                            101,171          156,152          137,156          842,234
   Other                               1,403          102,387           64,324          127,717
                                 ---------------------------------------------------------------
                                 $ 5,860,702      $ 3,766,210      $11,893,318      $ 8,763,791
                                 ===============================================================
</TABLE>

                                       11
<PAGE>

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

                           Three months ended        Six months ended
                          ----------------------------------------------
                          MARCH 1,    March 2,     MARCH 1,     March 2,
                            2002        2001         2002         2001
                          ----------------------------------------------
     Customer 1             19.2%        (a)         18.2%         (a)
     Customer 2             53.1%       18.7%        41.7%         (a)
     Customer 3              (a)        16.3%        12.0%         (a)
     Customer 4              (a)        15.4%         (a)         14.1%
     Customer 5              (a)        12.8%         (a)          (a)
     Customer 6              (a)         (a)          (a)         11.5%

     (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 March 1, 2002, the amount of
remaining purchase commitments ranged from $784,000 to $1,007,000.  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 $1,897,000 at March 1, 2002.  Pursuant to the above agreements,  at
March 1, 2002,  the Company had  outstanding  letters of credit in the amount of
$2,164,000.

NOTE 8  STOCK OPTIONS

An amendment to the 1998  Incentive Plan was approved at the 2002 Annual Meeting
of Stockholders to increase the number of shares available for grants and awards
under the Plan from  1,000,000  to  2,000,000.  During  the first six  months of
fiscal 2002 options for 230,375 shares of common stock were granted to directors
at an exercise price of $1.00 and options for 22,000 shares of common stock were
granted to certain employees  pursuant to employment  agreements,  at a weighted
average  exercise  price of $.66.  During the first six  months of fiscal  2002,
options for 20,000 shares of common stock were exercised at an exercise price of
$.67.  At March 1,  2002,  options  for  1,266,425  shares of common  stock were
outstanding  with a weighted  average  exercise price of $1.85 and with exercise
prices  ranging  from $.60 to $5.63.  At March 1, 2002,  options  for  1,308,075
shares of common  stock were  available  for issuance  under the 1998  Incentive
Plan.  Subsequent to March 1, 2002,  options for 295,000  shares of common stock
were granted at an exercise price of $.84.

                                       12
<PAGE>

                      WEGENER CORPORATION AND SUBSIDIARIES

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

This information  should be read in conjunction with the consolidated  financial
statements and the notes thereto included in Item 1 of this Quarterly Report and
the audited consolidated financial statements and notes thereto and Management's
Discussion and Analysis of Financial Condition and Results of Operations for the
year ended August 31, 2001,  contained in the  Company's  2001 Annual  Report on
Form 10-K.

Certain  statements  contained in this filing are  "forward-looking  statements"
within the meaning of the Private Securities Litigation Reform Act of 1995, such
as  statements  relating  to  financial  results,  future  business  or  product
development  plans,  research  and  development  activities,  capital  spending,
financing  sources  or  capital   structure,   the  effects  of  regulation  and
competition,  and are thus  prospective.  Such  forward-looking  statements  are
subject to risks,  uncertainties  and other  factors,  which could cause  actual
results to differ  materially  from future results  expressed or implied by such
forward-looking  statements.  Potential risks and uncertainties include, but are
not limited to, economic  conditions,  customer plans and  commitments,  product
demand,  governmental regulation,  rapid technological developments and changes,
performance  issues with key  suppliers  and  subcontractors,  delays in product
development   and  testing,   availability   of  materials,   new  and  existing
well-capitalized  competitors, and other uncertainties detailed in the Company's
Form  10-K for the year  ended  August  31,  2001,  and from time to time in the
Company's periodic Securities and Exchange Commission filings.

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

RESULTS OF OPERATIONS
THREE AND SIX MONTHS ENDED MARCH 1, 2002 COMPARED TO THREE AND SIX MONTHS ENDED
MARCH 2, 2001

The  operating  results for the three and six month  periods ended March 1, 2002
were net  earnings of $256,000 or $.02 per share and $388,000 or $.03 per share,
respectively,  compared to a net loss of  $(1,226,000) or $(.10) per share and a
net loss of  $(1,810,000) or $(.15) per share,  respectively,  for the three and
six month periods ended March 2, 2001.

REVENUES - The Company's  revenues for the three months ended March 1, 2002 were
$5,861,000,  up 55.6% from  revenues of  $3,766,000  for the three  months ended
March 2, 2001. Revenues for the six months ended March 1, 2002 were $11,893,000,
up 35.7% from revenues of $8,764,000 for the six months ended March 2, 2001.

Direct Broadcast  Satellite (DBS) revenues increased  $2,597,000 or 85.3% in the
second quarter of fiscal 2002 to $5,640,000  from  $3,043,000 in the same period
of fiscal 2001. For the six months ended March 1, 2002,  DBS revenues  increased
$4,100,000  or 57.4% to  $11,243,000  from  $7,143,000  for the six months ended
March 2, 2001.  The increase in revenues for the three and six month periods was
a result of a high backlog of orders at the beginning of fiscal 2002 compared to
the beginning of fiscal 2001.  Shipments of network  equipment,  which initially
began in the first quarter of fiscal 2002 to Roberts  Communications  to provide
television  coverage of horseracing to off-track  betting venues  throughout the
United States, continued throughout the second quarter of fiscal 2002. 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 and second quarters of fiscal 2002. Additionally,
during the first six months of fiscal 2002,  shipments of digital receivers were
completed  to FOX  Digital  and FOX  Sports  Net for their  broadcast  and cable
television networks.

Telecom and Custom  Products Group revenues  decreased  $470,000 or 81.3% in the
second  quarter of fiscal 2002 to $108,000  from  $578,000 in the same period of
fiscal 2001. For the six months ended March 1, 2002, Telecom and Custom Products
Group revenues  decreased  $953,000 or 71.4% to $382,000 from $1,335,000 for the
six months  ended March 2, 2001.  The decrease in revenues for the three and six
month  periods was mainly due to lower levels of  shipments of cable  television
headend  products  to  distributors  as a result of the  continued  slowdown  in
purchases by major cable television operators.

                                       13
<PAGE>

For the three months ended March 1, 2002, two customers each accounted for 53.1%
and 19.2% of revenues,  respectively.  For the three months ended March 2, 2001,
four customers  individually  accounted for 10% or more of revenues. For the six
months ended March 1, 2002, three customers accounted for 41.7%, 18.2% and 12.0%
of revenues, respectively. For the six months ended March 2, 2001, two customers
accounted for 14.1% and 11.5% of revenues,  respectively.  Sales to a relatively
small  number of major  customers  have  typically  comprised  a majority of the
Company's revenues and that trend is expected to continue throughout fiscal 2002
and beyond. Future revenues are subject to the timing of significant orders from
customers and are difficult to forecast.  As a result future  revenue levels may
fluctuate  from  quarter to  quarter.  The  Company's  backlog is  comprised  of
undelivered,  firm customer orders,  which are scheduled to ship within eighteen
months.  WCI's backlog was approximately  $14,810,000 at March 1, 2002, compared
to $19,057,000 at August 31, 2001, and $20,700,000 at March 2, 2001.

GROSS PROFIT MARGINS - The Company's gross profit margin  percentages were 35.6%
and 34.1% for the three and six month periods  ended March 1, 2002,  compared to
12.5% and 14.3% for the three and six month periods  ended March 2, 2001.  Gross
profit margin dollars increased  $1,615,000 and $2,800,000 for the three and six
month  periods  ended March 1, 2002,  from the same periods ended March 2, 2001.
The  increases in margin  dollars and  percentages  for the three and six months
ended  March 1, 2002,  were mainly due to 1) higher  revenue  during the periods
which  resulted  in  lower  unit  fixed  overhead   costs,  2)  a  reduction  in
manufacturing  labor  and  overhead  costs as a  result  of the  Company's  cost
reduction  and  restructuring  programs  initiated in fiscal 2001,  and 3) lower
offshore contract manufacturing costs of certain DBS products. Profit margins in
the three and six  month  periods  of fiscal  2002  included  inventory  reserve
charges of $100,000 and $200,000  compared to $175,000 and $425,000 for the same
periods of fiscal 2001.

SELLING, GENERAL AND ADMINISTRATIVE - Selling, general and administrative (SG&A)
expenses  decreased  $524,000 or 33.4% to $1,043,000  for the three months ended
March 1, 2002, from $1,567,000 for the three months ended March 2, 2001. For the
six months ended March 1, 2002,  SG&A  expenses  decreased  $454,000 or 17.6% to
$2,120,000 from  $2,574,000 for the same period ended March 2, 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 six months of
fiscal 2002 were not subject to variable stock option  compensation  adjustments
compared  to a benefit  of  $484,000  in the first  six  months of fiscal  2001.
Excluding this benefit, SG&A decreased $938,000 or 30.7% in the first six months
of fiscal 2002  compared to the same  period of fiscal  2001.  The three and six
month  decreases are primarily due to cost  reduction  efforts  initiated in the
last half of fiscal 2001 which resulted in reductions in corporate  professional
fees principally associated with a national financial relations program that was
discontinued during the fourth quarter of fiscal 2001, lower sales and marketing
compensation  expenses,  lower  administrative  compensation  expense  and lower
travel and  entertainment  expense.  As a percentage of revenues,  SG&A expenses
were  17.8%  for both the  three  and six month  periods  ended  March 1,  2002,
compared to 41.6% and 29.4% for the same periods of fiscal 2001.

RESEARCH AND  DEVELOPMENT  - Research and  development  expenditures,  including
capitalized  software  development costs, were $735,000 or 12.5% of revenues and
$1,519,000  or 12.8% of revenues for the three and six month periods ended March
1, 2002,  compared to $886,000 or 23.5% of revenues and  $1,712,000  or 19.5% of
revenues for the same periods of fiscal 2001.  Capitalized  software development
costs  amounted to $108,000 and  $228,000  for the second  quarter and first six
months of fiscal 2002  compared to $75,000 and  $175,000 for the same periods of
fiscal 2001.  The increases in  capitalized  software costs are due to increased
expenditures on COMPEL network control software and software associated with new
digital video products. Research and development expenses, excluding capitalized
software  expenditures,  were  $627,000 or 10.7% of revenues and  $1,290,000  or
10.9% of revenues for the three and six months ended March 1, 2002,  compared to
$811,000 or 21.5% of revenues and  $1,537,000  or 17.5% of revenues for the same
periods of fiscal  2001.  The  decrease in expenses  for the three  months ended
March 1, 2002,  was  primarily  due to decreases  in  personnel,  overhead,  and
engineering  consulting costs. The decrease in expenses for the six months ended
March 1, 2002,  included lower personnel,  overhead and prototype expenses which
were  offset  by higher  engineering  consulting  costs.  The  expenditures  for
research  and  development  for the second half of fiscal  2002 are  expected to
continue at a rate similar to that of the first half of fiscal 2002.

INTEREST  EXPENSE - Interest  expense  increased $1,000 to $12,000 for the three
months  ended March 1, 2002,  from  $11,000 for the three  months ended March 2,
2001. For the six months ended March 1, 2002,  interest expense increased $6,000
to $30,000 from $24,000 for the same period ended March 2, 2001.  The  increases
for the three and six month  periods  in fiscal  2002 were  primarily  due to an
increase in the average outstanding letter of credit commitment balances.

                                       14
<PAGE>

INTEREST  INCOME -  Interest  income was $3,000 and $5,000 for the three and six
month periods ended March 1, 2002,  compared to $11,000 and $56,000 for the same
periods  ended March 2, 2001.  The  decrease  for the three and six months ended
March 1, 2002,  was mainly due to lower average cash  equivalent  balances and a
decrease in investment yields during the periods.

INCOME TAX EXPENSES - For the six months ended March 1, 2002, income tax expense
of  $227,000  was  comprised  of a  deferred  federal  and state tax  expense of
$209,000 and $18,000,  respectively.  Net deferred tax assets decreased $227,000
in the  first  six  months  of fiscal  2002 to  $3,208,000,  principally  due to
decreases in net operating loss carryforwards during the period.  Realization of
deferred tax assets is dependent on generating  sufficient future taxable income
prior  to  the  expiration  of  the  loss  and  credit  carryforwards.  Although
realization is not assured,  management believes it is more likely than not that
all of the deferred  tax assets will be  realized.  The amount of the tax assets
considered  realizable,  however, could be reduced in the near term if estimates
of further taxable income during the carryforward period are reduced.

CRITICAL ACCOUNTING POLICIES

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

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.

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

DEFERRED TAX ASSET VALUATION  ALLOWANCE - Deferred tax assets are recognized for
deductible temporary differences,  net operating loss carryforwards,  and credit
carryforwards  if it is more  likely  than  not that  the tax  benefits  will be
realized.  Realization  of the  Company's  deferred  tax assets is  dependent on
generating  sufficient future taxable income prior to the expiration of the loss
and  credit  carryforwards.  Although  realization  is not  assured,  management
believes it is more likely than not that all of the  deferred tax assets will be
realized based on the Company's  backlog,  financial  projections  and operating
history. The amount of the deferred tax assets considered  realizable,  however,
could be reduced if estimates of further taxable income during the  carryforward
period are reduced. Any reduction in the realizable value of deferred tax assets
would result in a charge to income tax expense in the period such  determination
was made.

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.

                                       15
<PAGE>

LIQUIDITY AND CAPITAL RESOURCES
SIX MONTHS ENDED MARCH 1, 2002

During the first six months of fiscal 2002,  cash and cash  equivalent  balances
increased  $1,746,000 to  $3,673,000 at March 1, 2002 from  $1,927,000 at August
31,  2001.  Operating  activities  provided  $2,109,000  of cash.  Net  earnings
adjusted for non-cash  expenses  provided  $1,841,000 of cash,  while changes in
accounts  receivable,  customer deposits,  accounts payable and accrued expenses
used  $902,000  of cash.  Changes  in  inventories  and  other  assets  provided
$1,170,000 of cash. Cash used by investing activities for property and equipment
expenditures  and  capitalized   software  additions  was  $334,000.   Financing
activities   used  cash  of  $42,000  for  scheduled   repayments  of  long-term
obligations and proceeds from exercised stock options provided $13,000 of cash.

Subsequent  to March 1, 2002,  WCI's bank loan facility was amended to provide a
maximum  available  credit limit of $5,000,000  with  sublimits as defined.  The
amended loan  facility  matures on June 30, 2003, or upon demand and requires an
annual  facility  fee of 1% of the  maximum  credit  limit.  The  loan  facility
consists of a term loan and a revolving line of credit with a combined borrowing
limit of $5,000,000,  bearing  interest at the bank's prime rate (4.75% at March
1, 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 March 1, 2002, no balances were outstanding on the revolving line
of  credit  or  the  equipment   term  loan  portions  of  the  loan   facility.
Additionally,  at March  1,  2002,  approximately  $633,000  net of  outstanding
letters of credit in the amount of $2,164,000  was available to borrow under the
advance formulas.

The Company is required  to  maintain a minimum  tangible  net worth with annual
increases  at each fiscal  year end  commencing  with  fiscal year 2003,  retain
certain key employees, limit expenditures of Wegener Corporation to $600,000 per
fiscal year,  maintain certain  financial  ratios,  and is precluded from paying
dividends.  The Company  believes that the amended loan facility along with cash
and  cash  equivalent  balances  will  be  sufficient  to  support  fiscal  2002
operations.

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 March 1, 2002, the amount of
remaining purchase commitments ranged from $784,000 to $1,007,000.  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 $1,897,000 at March 1, 2002.  Pursuant to the above agreements,  at
March 1, 2002,  the Company had  outstanding  letters of credit in the amount of
$2,164,000.

A summary of the Company's long-term contractual obligations as of March 1, 2002
consisted of:

                                        OPERATING              PURCHASE
                             DEBT         LEASES              COMMITMENTS
                            ------      ---------      ------------------------
     Fiscal 2002            $3,000       $112,000      $2,681,000 to $2,904,000
     Fiscal 2003             6,000        227,000                            --
     Fiscal 2004             5,000        224,000                            --
     Fiscal 2005                --        114,000                            --
     Fiscal 2006                --          2,000                            --

                                       16
<PAGE>

ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The Company's  exposure to market rate risk for changes in interest rates relate
primarily to its  revolving  line of credit and cash  equivalents.  The interest
rate on  certain  advances  under  the line of  credit  and term  loan  facility
fluctuates with the bank's prime rate.  There were no borrowings  outstanding at
March 1, 2002, subject to variable interest rate fluctuations.

At March 1, 2002, the Company's cash  equivalents  consisted of bank  commercial
paper in the amount of $3,400,000.  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.

                                       17
<PAGE>

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

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

On January 22, 2002, the Annual Meeting of Shareholders  was held and the shares
present voted on the following matters:

          (1.) The shareholders  approved the election of the following nominees
               to the Board of Directors:

               (A.) Class I Directors

                         C. Troy Woodbury, Jr.
                              10,988,690 votes FOR
                                 399,272 votes WITHHELD

                         Joe K. Parks
                              10,864,048 votes FOR
                                 523,914 votes WITHHELD

               The terms of office of Thomas G. Elliott and James H. Morgan, Jr.
               as class II directors, and Keith N. Smith and Robert A. Placek as
               class III directors,  continued subsequent to the Annual Meeting.
               Mr Smith resigned from the Board of Directors on March 12, 2002.

          (2.) An amendment to the Company's 1998 Incentive Plan to increase the
               number of shares  available  for grants and awards under the plan
               from  1,000,000 to 2,000,000  was approved with  5,728,973  votes
               for, 1,194,704 votes against, and 24,148 votes abstaining.

          (3.) The  appointment of BDO Seidman,  LLP as auditors for the Company
               for the fiscal year 2002 was approved with 11,096,674  votes FOR,
               219,380 votes AGAINST, and 71,908 votes ABSTAINING.

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

          (a.) None

          (b.) Reports on Form 8-K - No  reports  on Form 8-K were filed  during
               the quarter ended March 1, 2002.

                                       18
<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:  March 28, 2002                   By: /s/ Robert A. Placek
                                           -------------------------------------
                                            Robert A. Placek
                                            President, Chief Executive Officer
                                            and Chairman of the Board
                                            (Principal Executive Officer)

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

                                       19