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 28, 2003

                                       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                             12,398,551 Shares
----------------------------                       -----------------------------
          Class                                    Outstanding December 30, 2003

<PAGE>

                      WEGENER CORPORATION AND SUBSIDIARIES
                FORM 10-Q FOR THE QUARTER ENDED NOVEMBER 28, 2003

                                      INDEX

                                                                         Page(s)
PART I.   Financial Information

Item 1.   Financial Statements

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

          Consolidated Statements of Operations
          (Unaudited) - Three Months Ended
          November 28, 2003 and November 29, 2002 .............................4

          Consolidated Balance Sheets - November 28,
          2003 (Unaudited) and August 29, 2003 ................................5

          Consolidated Statements of Shareholders' Equity
          (Unaudited) -  Three Months Ended November 28,
          2003 and November 29, 2002 ..........................................6

          Consolidated Statements of Cash Flows
          (Unaudited) - Three Months Ended November 28,
          2003 and November 29, 2002 ..........................................7

          Notes to Consolidated Financial
          Statements (Unaudited) ...........................................8-14

Item 2.   Management's Discussion and Analysis of Financial
            Condition and Results of Operations............................15-18

Item 3.   Quantitative and Qualitative Disclosures About Market Risk..........19

Item 4.   Controls and Procedures.............................................19

PART II.  Other Information

Item 1.   Legal Proceedings...................................................20
Item 2.   None
Item 3.   None
Item 4.   None
Item 5.   None
Item 6.   Exhibits and Reports on Form 8-K ...................................20

          Signatures .........................................................21

                                       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  28,  2003;  the  consolidated
statements  of  shareholders'  equity as of November  28, 2003 and  November 29,
2002;  the  consolidated  statements  of  operations  for the three months ended
November 28, 2003 and November 29, 2002; and the consolidated statements of cash
flows for the three  months  ended  November 28, 2003 and November 29, 2002 have
been prepared  without audit.  The  consolidated  balance sheet as of August 29,
2003 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 29, 2003, File No. 0-11003.

     In the  opinion  of  management  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 28,      November 29,
                                                     2003              2002
--------------------------------------------------------------------------------

Revenue                                          $  4,750,205      $  3,945,118
--------------------------------------------------------------------------------

Operating costs and expenses
    Cost of products sold                           3,475,537         2,643,910
    Selling, general, and administrative            1,220,631         1,229,281
    Research and development                          741,241           655,514
--------------------------------------------------------------------------------

Operating costs and expenses                        5,437,409         4,528,705
--------------------------------------------------------------------------------

Operating loss                                       (687,204)         (583,587)
    Interest expense                                  (18,861)          (14,667)
    Interest income                                     4,397            19,708
--------------------------------------------------------------------------------

Loss before income taxes                             (701,668)         (578,546)

Income tax benefit                                    253,000           209,000
--------------------------------------------------------------------------------

Net loss                                         $   (448,668)     $   (369,546)
================================================================================

Net loss per share:
    Basic                                        $      (0.04)     $      (0.03)
    Diluted                                      $      (0.04)     $      (0.03)
================================================================================

Shares used in per share calculation
    Basic                                          12,396,570        12,267,825
    Diluted                                        12,396,570        12,267,825
================================================================================

See accompanying notes to consolidated financial statements.

                                       4
<PAGE>

                      WEGENER CORPORATION AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>
                                                        NOVEMBER 28,      August 29,
                                                            2003             2003
-------------------------------------------------------------------------------------
ASSETS                                                   (UNAUDITED)
<S>                                                     <C>              <C>
Current assets
    Cash and cash equivalents                           $  4,730,429     $  4,213,252
    Accounts receivable                                    4,023,316        3,560,127
    Inventories                                            1,429,921        2,142,835
    Deferred income taxes                                  2,057,000        2,109,000
    Other                                                     55,685          143,397
-------------------------------------------------------------------------------------

         Total current assets                             12,296,351       12,168,611

Property and equipment, net                                2,790,882        2,913,551
Capitalized software costs, net                            1,555,784        1,304,416
Deferred income taxes                                      1,334,000        1,029,000
Other assets                                                 836,494          752,003
-------------------------------------------------------------------------------------

                                                        $ 18,813,511     $ 18,167,581
=====================================================================================

LIABILITIES AND SHAREHOLDERS' EQUITY

Current liabilities
    Accounts payable                                    $  1,868,255     $  1,195,034
    Accrued expenses                                       1,456,959        1,432,749
    Customer deposits                                        484,341          254,667
    Current maturities of long-term obligations                2,743            4,320
-------------------------------------------------------------------------------------

          Total current liabilities                        3,812,298        2,886,770

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

          Total liabilities                                3,812,298        2,886,770
-------------------------------------------------------------------------------------

Commitments and contingencies

Shareholders' equity
    Common stock, $.01 par value; 20,000,000 shares
        authorized; 12,398,551 and 12,381,251 shares
        respectively, issued and outstanding                 123,986          123,813
    Additional paid-in capital                            19,639,966       19,471,069
    Deficit                                               (4,762,739)      (4,314,071)
-------------------------------------------------------------------------------------

         Total shareholders' equity                       15,001,213       15,280,811
-------------------------------------------------------------------------------------

                                                        $ 18,813,511     $ 18,167,581
=====================================================================================
</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 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)
==================================================================================================================================

Balance at August 29, 2003                12,381,251   $    123,813   $ 19,471,069    $ (4,314,071)             --    $         --

     Treasury stock reissued through
        stock options and 401(k) plan         17,300            173         29,097              --              --              --
     Value of stock options granted
        for services                              --             --        139,800              --              --              --
     Net loss for the three months                --             --             --        (448,668)             --              --
----------------------------------------------------------------------------------------------------------------------------------

BALANCE AT NOVEMBER 28, 2003              12,398,551   $    123,986   $ 19,639,966    $ (4,762,739)             --    $         --
==================================================================================================================================
</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 28,     November 29,
                                                             2003             2002
--------------------------------------------------------------------------------------
<S>                                                      <C>              <C>
CASH PROVIDED BY OPERATING ACTIVITIES
    Net loss                                             $   (448,668)    $   (369,546)
    Adjustments to reconcile net loss to
           cash provided by operating activities
        Depreciation and amortization                         504,555          380,747
        Issuance of treasury stock for
           benefit plan                                            --           35,150
        Value of stock options granted for services           139,800               --
        Provision for bad debts                                30,000           15,000
        Provision for inventory reserves                       75,000               --
        Provision (benefit) for deferred income taxes        (253,000)        (209,000)
        Changes in assets and liabilities
            Accounts receivable                              (493,189)       1,461,591
            Inventories                                       637,914          146,026
            Other assets                                       87,712           25,598
            Accounts payable and accrued expenses             697,431           49,501
            Customer deposits                                 229,674         (116,541)
--------------------------------------------------------------------------------------

                                                            1,207,229        1,418,526
--------------------------------------------------------------------------------------

CASH USED FOR INVESTMENT ACTIVITIES
    Property and equipment expenditures                       (43,813)        (233,685)
    Capitalized software additions                           (547,110)        (193,911)
    License agreements, patents, and trademarks
         expenditures                                        (126,822)              --
--------------------------------------------------------------------------------------

                                                             (717,745)        (427,596)
--------------------------------------------------------------------------------------

CASH PROVIDED BY (USED FOR) FINANCING ACTIVITIES
    Repayment of long-term debt                                (1,577)          (1,491)
    Proceeds from stock options exercised                      29,270               --
--------------------------------------------------------------------------------------

                                                               27,693           (1,491)
--------------------------------------------------------------------------------------

Increase in cash and cash equivalents                         517,177          989,439
Cash and cash equivalents, beginning of period              4,213,252        5,117,756
--------------------------------------------------------------------------------------

Cash and cash equivalents, end of period                 $  4,730,429     $  6,107,195
======================================================================================

Supplemental disclosure of cash flow information:
    Cash paid during the three months for:
          Interest                                       $     18,861     $     14,667
          Income taxes                                             --               --
======================================================================================
</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 29, 2003.

REVENUE RECOGNITION

The  Company's  revenue  recognition  policies  are  in  compliance  with  Staff
Accounting  Bulletin  No.  101 (SAB  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.  For the three months  ended  November  28, 2003,  revenues to one
customer  in the  amount of  $1,263,000  were  appropriately  recorded  prior to
delivery as bill and hold  transactions in accordance with the provisions of SAB
101. At November 28, 2003,  accounts  receivable for these revenues  amounted to
$1,263,000.

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.

The  Company's  principal  sources  of  revenues  are from the sales of  various
satellite  communications  equipment.  Embedded  in the  Company's  products  is
internally developed software of varying applications. Historically, the Company
has not sold or marketed  its  software  separately  or  otherwise  licensed its
software  apart from the related  communications  equipment.  Should the Company
begin to market or sell software whereby it is more than an incidental component
of the  hardware,  the  Company  will  recognize  software  license  revenue  in
accordance with SOP No. 97-2, "Software Revenue  Recognition," as amended by SOP
No. 98-9, "Software Revenue Recognition, with Respect to Certain Transactions."

In accordance with EITF Issue 00-10,  "Accounting for Shipping and Handling Fees
and Costs," the Company included all shipping and handling billings to customers
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.

STOCK BASED COMPENSATION

The Company has adopted the disclosure only provisions of Statement of Financial
Accounting Standard (SFAS) No 123, "Accounting for Stock-Based Compensation," as
amended by SFAS No. 148, "Accounting for Stock-Based Compensation -

                                       8
<PAGE>

Transition and  Disclosure,"  but applies  Accounting  Principles  Board Opinion
(APB)  No.  25,   "Accounting   for  Stock  Issued  to  Employees"  and  related
interpretations in accounting for its plans. Under APB No. 25, when the exercise
price of employee stock options equals the market price of the underlying  stock
on the date of grant, no compensation expense is recognized.

The following table includes disclosures required by SFAS No. 123, as amended by
SFAS No. 148, and illustrates the effect on net earnings (loss) and net earnings
(loss)  per share as if the  Company  had  applied  the fair  value  recognition
provisions of SFAS No. 123:

                                              Three months ended
                                         -----------------------------
                                         NOVEMBER 28,     November 29,
                                             2003             2002
          ------------------------------------------------------------
          Net loss
             As Reported                 $   (448,668)    $   (369,546)
             Deduct:
                 Compensation cost
                 using the fair value
                 method, net of tax            (5,856)         (20,654)
          ------------------------------------------------------------

             Pro Forma                   $   (454,524)    $   (390,200)
          ============================================================
          Loss per share
             As Reported
                 Basic                   $       (.04)    $       (.03)
                 Diluted                         (.04)            (.03)
             Pro Forma
                 Basic                           (.04)            (.03)
                 Diluted                         (.04)            (.03)
          ============================================================

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

                                              Three months ended
                                         -----------------------------
                                         NOVEMBER 28,     November 29,
                                             2003             2002
          ------------------------------------------------------------

          Risk free interest rate               4.00%            4.97%
          Expected term                       3 YEARS          3 years
          Volatility                              90%              75%
          Expected annual dividends              NONE             none
          ============================================================

No options were granted to employees or directors  during the three months ended
November 28, 2003 and November 29, 2002.

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 year 2004 contains  fifty-three  weeks while
fiscal 2003 contained fifty-two weeks.

                                       9
<PAGE>

NOTE 2    ACCOUNTS RECEIVABLE

Accounts receivable are summarized as follows:

                                         NOVEMBER 28,      August 29,
                                             2003             2003
          ------------------------------------------------------------
                                          (UNAUDITED)

          Accounts receivable - trade    $  4,345,044     $  3,838,644
          Other receivables                    76,043           76,143
          ------------------------------------------------------------
                                            4,421,087        3,914,787

          Less allowance for
               doubtful accounts             (397,771)        (354,660)
          ------------------------------------------------------------

                                         $  4,023,316     $  3,560,127
          ============================================================

NOTE 3    INVENTORIES

Inventories are summarized as follows:

                                         NOVEMBER 28,      August 29,
                                             2003             2003
          ------------------------------------------------------------
                                          (UNAUDITED)

          Raw material                   $  2,184,792     $  2,347,542
          Work-in-process                   1,013,938          951,078
          Finished goods                    1,548,680        2,334,578
          ------------------------------------------------------------
                                            4,747,410        5,633,198

          Less inventory reserves          (3,317,489)      (3,490,363)
          ------------------------------------------------------------

                                         $  1,429,921     $  2,142,835
          ============================================================

During the first  quarter of fiscal  2004  inventory  reserves  were  reduced by
inventory  write-offs of $248,000 and  increased by  provisions of $75,000.  The
Company's inventory reserve of approximately  $3,317,000 at November 28, 2003 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.

                                       10
<PAGE>

NOTE 4    OTHER ASSETS

Other assets consisted of the following:

                                           NOVEMBER 28, 2003
          ------------------------------------------------------------
                                              ACCUMULATED
                                   COST       AMORTIZATION       NET
          ------------------------------------------------------------
          License agreements     $ 570,000     $(112,331)    $ 457,669
          Patents                  302,720            --       302,720
          Trademarks                40,049            --        40,049
          Loan facility fees        50,000       (20,833)       29,167
          Other                      6,889            --         6,889
          ------------------------------------------------------------
                                 $ 969,658     $(133,164)    $ 836,494
          ============================================================

                                            August 29, 2003
          ------------------------------------------------------------
                                              Accumulated
                                   Cost       Amortization       Net
          ------------------------------------------------------------
          License agreements     $ 570,000     $ (82,500)    $ 487,500
          Patents                  174,369            --       174,369
          Trademarks                41,578            --        41,578
          Loan facility fees        50,000        (8,333)       41,667
          Other                      6,889            --         6,889
          ------------------------------------------------------------
                                 $ 842,836     $ (90,833)    $ 752,003
          ============================================================

Amortization  expense of other assets for the three  months  ended  November 28,
2003  amounted to $42,000.  Amortization  expense of other  assets for the three
months ended November 29, 2002 amounted to $12,000.

The Company conducts an ongoing review of its  intellectual  property rights and
potential trademarks. As of November 28, 2003, the Company incurred $303,000 and
$40,000 of legal  expenses  related to the filing of  applications  for  various
patents  and  trademarks,  respectively.  Upon  issuance,  these  costs  will be
amortized  on a  straight-line  basis over the lesser of the legal life or their
estimated  useful lives.  License  agreements are amortized over their estimated
useful life of five years. Loan facility fees are amortized over twelve months.

NOTE 5    INCOME TAXES

For the three months ended November 28, 2003, the income tax benefit of $253,000
was comprised of a deferred federal and state income tax benefit of $239,000 and
$14,000, respectively. Net deferred tax assets increased $253,000 to $3,391,000,
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 28, 2003, the Company had a federal net operating loss  carryforward
of approximately $3,997,000,  which expires beginning fiscal 2020 through fiscal
2024.  Additionally,  the Company had  general  business  and foreign tax credit
carryforwards  of $98,000  expiring in fiscal 2004, an  alternative  minimum tax
credit of $138,000 and state  income tax credits of $199,000  expiring in fiscal
2009.

                                       11
<PAGE>

NOTE 6    EARNINGS PER SHARE (UNAUDITED)

The following table represents  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>
                                                                               Three months ended
                                               -----------------------------------------------------------------------------------
                                                           NOVEMBER 28, 2003                          November 29, 2002
                                               -----------------------------------------------------------------------------------
                                                EARNINGS        SHARES      PER SHARE       Earnings       Shares       Per share
                                               (NUMERATOR)   (DENOMINATOR)    AMOUNT      (Numerator)   (Denominator)     amount
                                               -----------------------------------------------------------------------------------
<S>                                            <C>            <C>           <C>            <C>            <C>           <C>
Net earnings (loss)                            $ (448,668)                                 $ (369,546)
                                               -----------------------------------------------------------------------------------
Basic earnings (loss) per share:
    Net earnings (loss) available
        to common shareholders                 $ (448,668)    12,396,570    $    (0.04)    $ (369,546)    12,267,825    $    (0.03)
                                               ===================================================================================
Effect of dilutive potential common shares:
        Stock options                                  --             --                           --             --
                                               -----------------------------------------------------------------------------------
Diluted earnings (loss) per share:
    Net earnings (loss) available
        to common shareholders                 $ (448,668)    12,396,570    $    (0.04)    $ (369,546)    12,267,825    $    (0.03)
                                               ===================================================================================
</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 28,     November 29,
                                                  2003             2002
                                            --------------------------------
     Common stock options:
          Number of shares                     1,411,125        1,435,425
          Range of exercise prices          $. 63 TO $5.63   $ .75 to $5.63
                                            ================================

NOTE 7    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.

                                       12
<PAGE>

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

                                              Three months ended
                                         -----------------------------
                                         NOVEMBER 28,     November 29,
                                             2003             2002
                                         -----------------------------
          Product Line
            Direct Broadcast Satellite   $  4,140,242     $  3,482,568
            Telecom and Custom Products       411,681          351,375
            Service                           198,282          111,175
                                         -----------------------------
                                         $  4,750,205     $  3,945,118
                                         =============================

Revenues by geographic areas are as follows:

                                              Three months ended
                                         -----------------------------
                                         NOVEMBER 28,     November 29,
                                             2003             2002
                                         -----------------------------
          Geographic Area
              United States              $  4,560,230     $  3,755,166
              Latin America                    56,136           56,400
              Canada                           75,205           66,730
              Europe                           17,892           52,274
              Other                            40,742           14,548
                                         -----------------------------
                                         $  4,750,205     $  3,945,118
                                         =============================

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 28,     November 29,
                                             2003             2002
                                         -----------------------------
          Customer 1                            37.0%            50.3%
          Customer 2                            15.3%              (a)
          Customer 3                            11.8%              (a)
                                         =============================

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

NOTE 8    COMMITMENTS

During  the  second  quarter  of  fiscal  2003,  the  Company  entered  into two
manufacturing and purchasing  agreements for certain finished goods inventories.
The   agreements   committed  the  Company  to  purchase   $2,116,000   over  an
eighteen-month period, beginning in the third quarter of fiscal 2003. During the
first quarter of fiscal 2004,  purchase  commitments were increased by $459,000.
At  November  28,  2003,   outstanding  purchase  commitments  under  these  two
agreements  amounted  to  $2,262,000.  In  addition,  the  Company  maintains  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 $1,717,000 at November
28, 2003.  Pursuant to the above  agreements,  at November 28, 2003, the Company
had outstanding letters of credit in the amount of $3,287,000.

                                       13
<PAGE>

During the first  quarter of fiscal  2004,  the Company  entered into a two year
agreement  aggregating  $870,000 for engineering design and software development
services.  At November 28, 2003, the outstanding  commitment under the agreement
was $798,000.

NOTE 9    GUARANTEES

Warranty
The Company  warrants its products for a 12 to 14 month period  beginning at the
date of shipment.  The warranty  provides for repair or replacement of defective
products  returned  during the warranty  period at no cost to the customer.  The
Company  expenses  costs for routine  warranty  repairs as incurred.  Additional
provisions are made for non-routine warranty repairs based on estimated costs to
repair at the point in time in which the warranty claim is  identified.  Accrued
warranty  provisions  amounted to $66,000 at November  28,  2003.  For the three
month period ended November 28, 2003, no changes were made to the accrual.

Letters of Credit
Wegener  Communications  Inc.,  the  Company's  wholly owned  subsidiary  (WCI),
provides standby letters of credit in the ordinary course of business to certain
suppliers pursuant to manufacturing and purchasing  agreements.  At November 28,
2003, outstanding letters of credit amounted to $3,287,000.

Financing Agreements
The Company guarantees the bank loan facility of WCI. The bank facility provides
a maximum  available  credit  limit of  $5,000,000.  At November  28,  2003,  no
balances were outstanding on the loan facility.

NOTE 10   STOCK OPTIONS

During the first three  months of fiscal  2004,  options  for 100,000  shares of
common  stock,  exercisable  at $2.39,  were  granted  pursuant to a  consulting
agreement  to  provide  software  development  services.  The fair  value of the
options was measured on the grant date using the  Black-Scholes  option  pricing
model. As the options were fully vested and  non-forfeitable,  the fair value of
$139,800  was  charged to research  and  development  expenses  during the three
months ended November 28, 2003, in accordance  with EITF 96-18  "Accounting  for
Equity Instruments That are Issued to Other Than Employees for Acquiring,  or in
Conjunction with Selling,  Goods or Services." At November 28, 2003, options for
1,411,125  shares of common  stock  were  outstanding  with a  weighted  average
exercise price of $1.76 and with exercise  prices ranging from $.63 to $5.63. At
November 28, 2003, options for 872,575 shares of common stock were available for
issuance under the 1998  Incentive  Plan.  Additionally,  during the first three
months of fiscal 2004,  options for 17,300 shares with exercise  prices  ranging
from $ .84 to $ 2.31 were  exercised.  Subsequent to November 28, 2003,  options
for  367,000  shares of common  stock,  exercisable  at $2.21,  were  granted to
employees.

                                       14
<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 29, 2003 contained in the Company's 2003 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  29,  2003 and from  time to time in the
Company's periodic United States 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 28, 2003 COMPARED TO THREE MONTHS ENDED NOVEMBER 29,
2002

The operating results for the three month period ended November 28, 2003, were a
net loss of $(449,000) or $(0.04) per share compared to a net loss of $(370,000)
or $(0.03) per share for the three month period ended November 29, 2002.

REVENUES - The Company's revenues for the first quarter of fiscal 2004 increased
$805,000 or 20.4% to $4,750,000  from  $3,945,000  for the same period in fiscal
2003.

Direct Broadcast Satellite (DBS) revenues (including service revenues) increased
$745,000  or 20.7%,  in the first  quarter  of fiscal  2004 to  $4,339,000  from
$3,594,000  for the same period in fiscal  2003.  The increase in revenues was a
result of a higher backlog of orders at the beginning of fiscal 2004 compared to
the  beginning  of fiscal 2003.  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.  The first  quarter of fiscal 2004  included
shipments of  UNITY4600  digital  receivers to FOX Sports Net for digital  cable
network distribution  upgrades and new high-definition  cable television network
applications.  Telecom and Custom Products Group revenues  increased  $61,000 or
17.2% to $412,000 in the first quarter of fiscal 2004 from $351,000 in the first
quarter of fiscal 2003.  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 28, 2003, three
customers  accounted for 37.0%, 15.3% and 11.8% of revenues,  respectively.  For
the three months ended  November 29, 2002,  one customer  accounted for 50.3% of
revenues.  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  2004.  The  Company's  backlog  is  comprised  of
undelivered,  firm customer orders,  which are scheduled to ship within eighteen
months.  WCI's  backlog was  approximately  $15.0  million at November 28, 2003,
compared to $12.7 million at August 29, 2003,  and $12.8 million at November 29,
2002. One customer accounted for approximately  66.1% of the backlog at November
28, 2003. The total  multi-year  backlog at November 28, 2003 was  approximately
$25.3 million.

GROSS PROFIT MARGINS - The Company's gross profit margin  percentages were 26.8%
for the three month  period ended  November 28, 2003,  compared to 33.0% for the
three month period  ended  November 29,  2002.  Gross  margin  percentages  were
unfavorably  impacted by a product mix with higher  variable cost components and
increases in capitalized  software  amortization  expenses and inventory reserve
provisions.  Gross profit margin dollars  decreased  $27,000 for the three month
period ended  November 28, 2003  compared to the same period ended  November 29,
2002. The decrease in margin dollars

                                       15
<PAGE>

was mainly due to product sales mix and higher fixed overhead  expenses.  Profit
margins in the first quarter of fiscal 2004 included  inventory  reserve charges
of $75,000 compared to none for the same period of fiscal 2003.

SELLING, GENERAL AND ADMINISTRATIVE - Selling, general and administrative (SG&A)
expenses  decreased  $8,000 or less than 1.0% to $1,221,000 in the first quarter
of fiscal  2004  from  $1,229,000  in the first  quarter  of fiscal  2003.  SG&A
professional  fees  decreased  $171,000  mainly due to lower legal expenses as a
result of  settlement in fiscal 2003 of a complaint  filed by StarGuide  Digital
Networks, Inc. against WCI primarily alleging patent infringement.  The decrease
in  professional  fees was offset by  increases  in selling  and  administrative
overhead  expenses  and  increases  in selling  compensation  expenses due to an
increase in personnel. As a percentage of revenues, SG&A expenses were 25.7% for
the three month  period ended  November 28, 2003  compared to 31.2% for the same
period ended November 29, 2002.

RESEARCH AND  DEVELOPMENT  - Research and  development  expenditures,  including
capitalized  software development costs, were $1,288,000 or 27.1% of revenues in
the first  quarter of fiscal 2004  compared to $850,000 or 21.5% of revenues for
the same period of fiscal 2003.  Capitalized software development costs amounted
to  $547,000  in the first  quarter of fiscal  2004  compared to $194,000 in the
first quarter of fiscal 2003. The increases in capitalized software costs during
the  first  quarter  of  fiscal  2004  compared  to 2003  were due to  increased
expenditures  on  COMPEL  network  control  software,  the iPump  Media  Server,
UNITY4600  and DTV series  700  products.  Research  and  development  expenses,
excluding  capitalized  software  development  costs,  were $741,000 or 15.6% of
revenues in the first  quarter of fiscal  2004  compared to $656,000 or 16.6% of
revenues  in the same  period of fiscal  2003.  The  increase in expenses in the
first  quarter of fiscal  2004  compared  to the same  period of fiscal 2003 was
mainly due to increased engineering consulting costs.

INTEREST  EXPENSE - Interest  expense  increased  $4,000 to $19,000 in the first
quarter of fiscal  2004 from  $15,000  in the same  period in fiscal  2003.  The
increase  was  primarily  due to an  increase in average  outstanding  letter of
credit commitment balances.

INTEREST INCOME - Interest income was $4,000 for the three months ended November
28, 2003  compared to $20,000 for the same period ended  November 29, 2002.  The
decrease was primarily due to lower average cash  equivalent  balances and lower
investment yields.

INCOME TAX EXPENSE - For the three  months ended  November 28, 2003,  income tax
benefit of $253,000  was  comprised  of a deferred  federal and state income tax
benefit of $239,000 and $14,000, 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  (SAB  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.  For the three months
ended  November 28, 2003,  revenues to one customer in the amount of  $1,263,000
were  appropriately  recorded prior to delivery as bill and hold transactions in
accordance  with the  provisions  of SAB 101. At  November  28,  2003,  accounts
receivable for these revenues amounted to $1,263,000.

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.

                                       16
<PAGE>

The  Company's  principal  sources  of  revenues  are from the sales of  various
satellite  communications  equipment.  Embedded  in the  Company's  products  is
internally developed software of varying applications. Historically, the Company
has not sold or marketed  its  software  separately  or  otherwise  licensed its
software  apart from the related  communications  equipment.  Should the Company
begin to market or sell software whereby it is more than an incidental component
of the  hardware,  the  Company  will  recognize  software  license  revenue  in
accordance with SOP No. 97-2, "Software Revenue  Recognition," as amended by SOP
No. 98-9, "Software Revenue Recognition, with Respect to Certain Transactions."

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 28, 2003, inventories,  net
of reserve provisions, amounted to $1,430,000.

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 28, 2003,  capitalized software
costs, net of accumulated amortization, amounted to $1,556,000.

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 28, 2003,  deferred tax assets amount to  $3,391,000,  of
which approximately $1,438,000 relates to net operating loss carryforwards which
expire in fiscal 2020 through 2024,  $98,000 of general business and foreign tax
credits  expiring in fiscal 2004, an alternative  minimum tax credit of $138,000
and state income tax credits of $199,000 expiring in fiscal 2009.

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  28,  2003,  accounts
receivable, net of allowances for doubtful accounts, amounted to $4,023,000.

LIQUIDITY AND CAPITAL RESOURCES
THREE MONTHS ENDED NOVEMBER 28, 2003

At November 28, 2003, the Company's  primary  sources of liquidity were cash and
cash  equivalents  of $4,730,000 and a $5,000,000  bank loan facility.  Cash and
cash equivalents increased $517,000 during the first quarter of fiscal 2004.

During  the  first  quarter  of  fiscal  2004,   operating  activities  provided
$1,207,000 of cash. Net loss adjusted for non-cash  expenses provided $48,000 of
cash,  while changes in accounts  receivable and customer  deposit balances used
$264,000 of cash. Changes in accounts payable and accrued expenses,  inventories
and other assets provided $1,423,000 of cash. Cash used by investing  activities
was $44,000 for property and equipment  expenditures,  $547,000 for  capitalized
software  additions  and  $127,000 for legal  expenses  related to the filing of
applications for various patents and trademarks.  Financing activities used cash
of $1,600 for  scheduled  repayments of long-term  debt and provided  $29,000 of
cash from the exercise of stock options.

                                       17
<PAGE>

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, 2004, 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 (4.00% at November 28, 2003).

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 28, 2003, no balances were outstanding on the revolving
line of  credit  or the  equipment  term  loan  portions  of the loan  facility.
Additionally,  at November 28, 2003, approximately $1,644,000 net of outstanding
letters of credit in the amount of $3,287,000  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 28, 2003,  the Company was in  compliance  with all loan
facility covenants.  The Company believes that the loan facility along with cash
and cash equivalent  balances will be sufficient to support  operations  through
fiscal 2004.  While no assurances  may be given,  WCI believes the existing loan
facility will be renewed upon maturity on substantially similar terms.

During  the  second  quarter  of  fiscal  2003,  the  Company  entered  into two
manufacturing and purchasing  agreements for certain finished goods inventories.
The  agreements  committed the Company to purchase  $2,116,000  over an 18 month
period,  beginning in the third quarter of fiscal 2003. During the first quarter
of fiscal 2004, purchase commitments were increased by $459,000. At November 28,
2003,  outstanding  purchase  commitments under these two agreements amounted to
$2,262,000.  In addition,  the Company maintains 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 $1,717,000 at November 28, 2003. Pursuant to
the above agreements,  at November 28, 2003, the Company had outstanding letters
of credit in the amount of $3,287,000.

During the first  quarter of fiscal  2004,  the Company  entered into a two year
agreement  aggregating  $870,000 for engineering design and software development
services.  At November 28, 2003, the outstanding  commitment under the agreement
was $798,000.


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 28,
2003 consisted of:

                                   OPERATING     PURCHASE
                       DEBT         LEASES      COMMITMENTS      TOTAL
                    ----------    ----------    ----------    ----------
     Fiscal 2004    $    3,000    $  166,000    $4,341,000    $4,510,000
     Fiscal 2005            --       114,000       435,000       549,000
     Fiscal 2006            --         4,000            --         4,000
     Fiscal 2007            --         2,000            --         2,000
     Fiscal 2008            --         2,000            --         2,000
     Thereafter             --         2,000            --         2,000
                    ----------    ----------    ----------    ----------
     Total          $    3,000    $  290,000    $4,776,000    $5,069,000
                    ==========    ==========    ==========    ==========

                                       18
<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 28, 2003 subject to variable interest rate fluctuations.

At  November  28,  2003,  the  Company's  cash  equivalents  consisted  of  bank
commercial  paper  in the  amount  of  $1,200,000.  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

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

                                       19
<PAGE>

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

ITEM 1.   LEGAL PROCEEDINGS

          Jerry Leuch,  Plaintiff, v. Robert A. Placek, Thomas G. Elliot, Joe K.
          Parks, C. Troy Woodbury, Jr., Wendell Bailey, Ned Mountain and Wegener
          Corporation,  Civil Action  No.20361-NC On June 20, 2003,  Jerry Leuch
          commenced  an action  styled as a direct class action and a derivative
          action against Robert A. Placek,  Thomas G. Elliot,  Joe K. Parks,  C.
          Troy  Woodbury,   Jr.,  Wendell  Bailey,   Ned  Mountain  and  Wegener
          Corporation in the Court of Chancery of the State of Delaware,  In and
          For New Castle  County.  The  Plaintiff  alleges  that the  individual
          defendants  violated  their  fiduciary  duties  due to him  and  other
          shareholders,  the members of the alleged  class,  as well as Wegener.
          The relief  Plaintiff  seeks is as  follows:  a  declaration  that the
          Defendants must consider and evaluate all bona fide offers to purchase
          all of  the  outstanding  shares  of  Wegener  consistent  with  their
          fiduciary duties; a declaration that this action is properly styled as
          a class action;  an injunction  against  proceeding  with any business
          combination   which   benefited  the  individual   defendants  and  an
          injunction  requiring  that any  conflicts  of interest be resolved in
          favor of the Wegener  shareholders;  and a  declaration  removing  the
          anti-takeover  measures  enacted by Wegener's Board of Directors.  The
          Complaint also seeks an award of Plaintiff's  costs and attorneys' and
          other  fees.  An  answer  has  been  filed  by  Wegener,  denying  all
          substantive  allegations  in the  complaint.  On January 8, 2004,  the
          Company was informed that the Plaintiff intends to file a dismissal of
          the Complaint  without  prejudice.  As a result,  management  does not
          believe  that the  ultimate  outcome  of this  litigation  will have a
          material  adverse  effect on its  financial  condition  or  results of
          operations.

ITEM 6.   EXHIBITS AND REPORTS ON FORM 8-K

     (a)  Exhibits:

          31.1 Certification  of  Chief  Executive  Officer  Regarding  Periodic
               Report Containing Financial Statements Pursuant to Section 302 of
               the Sarbanes-Oxley Act of 2002.

          31.2 Certification  of  Chief  Financial  Officer  Regarding  Periodic
               Report Containing Financial Statements Pursuant to Section 302 of
               the Sarbanes-Oxley Act of 2002.

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

          32.2 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 :

          Current  Report on Form 8-K dated  November 25, 2003,  furnishing  its
          press release  regarding its results for the fourth fiscal quarter and
          year ended August 29, 2003.

                                       20
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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 12, 2004             By: /s/ Robert A. Placek
                                        ---------------------------------
                                    Robert A. Placek
                                    President
                                    (Principal Executive Officer)



Date: January 12, 2004              By: /s/ C. Troy Woodbury, Jr.
                                        ---------------------------------
                                    C. Troy Woodbury, Jr.
                                    Treasurer and Chief
                                    Financial Officer
                                    (Principal Financial and Accounting Officer)

                                       21
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