FORM 10-Q

                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

(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 3, 2000

                                       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                              11,876,283 Shares
----------------------------                          --------------------------
           Class                                      Outstanding April 10, 2000

<PAGE>

                      WEGENER CORPORATION AND SUBSIDIARIES
                  Form 10-Q For the Quarter Ended March 3, 2000

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

Item 1.   Consolidated Financial Statements

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

          Consolidated Statements of Operations
          (Unaudited) - Three and Six Months Ended
          March 3, 2000 and February 26, 1999 .................................4

          Consolidated Balance Sheets - March 3,
          2000 (Unaudited) and September 3, 1999 ..............................5

          Consolidated Statements of Shareholders' Equity
          (Unaudited) - Six Months Ended March 3,
          2000 and February 26, 1999 ..........................................6

          Consolidated Statements of Cash Flows
          (Unaudited) - Six Months Ended March 3,
          2000 and February 26, 1999 ..........................................7

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

Item 2.   Management's Discussion and Analysis of Financial
          Condition and Results of Operations .............................12-16

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

PART II.  Other Information

Item 1.   None
Item 2.   Changes in Securities and Use of Proceeds ..........................17
Item 3.   None
Item 4.   Submission of Matters to a Vote of Security Holders ................17
Item 5.   None
Item 6.   Exhibits and Reports on Form 8-K ...................................17

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

                                       2
<PAGE>

PART I. FINANCIAL INFORMATION                       Item 1. Financial Statements
-----------------------------                       ----------------------------

                INTRODUCTION - CONSOLIDATED FINANCIAL STATEMENTS

     The consolidated  financial  statements  included herein have been prepared
pursuant to the rules and regulations of the Securities and Exchange Commission.
The consolidated balance sheet as of March 3, 2000; the consolidated  statements
of  shareholders'  equity  as of  March 3,  2000  and  February  26,  1999;  the
consolidated  statements of operations  for the three and six months ended March
3, 2000 and February 26, 1999; and the consolidated statements of cash flows for
the six months  ended March 3, 2000 and  February  26,  1999 have been  prepared
without audit. The  consolidated  balance sheet as of September 3, 1999 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 September 3,
1999, 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 3,       February 26,       MARCH 3,       February 26,
                                                2000             1999             2000             1999
-----------------------------------------------------------------------------------------------------------
<S>                                         <C>              <C>              <C>              <C>
Revenues                                    $  7,170,016     $  7,025,955     $ 14,184,519     $ 13,492,206
-----------------------------------------------------------------------------------------------------------

Operating costs and expenses
    Cost of products sold                      4,609,663        4,476,980        9,297,566        8,844,260
    Selling, general, and administrative       1,635,854        1,267,010        3,115,681        2,392,749
    Research and development                     639,540          724,481        1,450,473        1,358,120
-----------------------------------------------------------------------------------------------------------

Operating costs and expenses                   6,885,057        6,468,471       13,863,720       12,595,129
-----------------------------------------------------------------------------------------------------------

Operating income                                 284,959          557,484          320,799          897,077
    Interest expense                             (23,044)         (34,887)         (47,932)         (78,383)
    Interest income                               93,701           92,961          197,940          175,917
-----------------------------------------------------------------------------------------------------------

Earnings before income taxes                     355,616          615,558          470,807          994,611

Income tax expense                               141,000          220,000          184,000          368,000
-----------------------------------------------------------------------------------------------------------

Net earnings                                $    214,616     $    395,558     $    286,807     $    626,611
===========================================================================================================

Net earnings per share:
    Basic                                   $        .02     $        .03     $        .02     $        .05
    Diluted                                 $        .02     $        .03     $        .02     $        .05
===========================================================================================================

Shares used in per share calculation
    Basic                                     11,804,965       12,001,631       11,772,755       11,986,754
    Diluted                                   12,539,450       12,206,553       12,423,183       12,131,871
===========================================================================================================
</TABLE>

See accompanying notes to consolidated financial statements.

                                       4
<PAGE>

                      WEGENER CORPORATION AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>
                                                            MARCH 3,      September 3,
                                                             2000             1999
--------------------------------------------------------------------------------------
ASSETS                                                    (UNAUDITED)

Current assets
<S>                                                      <C>              <C>
    Cash and cash equivalents                            $  8,347,493     $  8,858,591
    Accounts receivable                                     5,326,305        2,618,296
    Inventories                                             6,352,229        6,488,813
    Deferred income taxes                                   1,324,000        1,325,000
    Other                                                      89,556          263,090
--------------------------------------------------------------------------------------

         Total current assets                              21,439,583       19,553,790

Property and equipment                                      4,157,584        4,242,588
Capitalized software costs                                  1,259,139        1,100,747
Other assets                                                   27,807           56,690
--------------------------------------------------------------------------------------

                                                         $ 26,884,113     $ 24,953,815
--------------------------------------------------------------------------------------

LIABILITIES AND SHAREHOLDERS' EQUITY

Current liabilities
    Accounts payable                                     $  2,028,044     $  2,018,149
    Accrued expenses                                        1,766,560        1,554,572
    Customer deposits                                       2,240,577          884,066
    Current maturities of long-term obligations               880,359        1,119,835
--------------------------------------------------------------------------------------

          Total current liabilities                         6,915,540        5,576,622

Long-term obligations, less current maturities                 19,235           85,424
Deferred income taxes                                         573,000          512,000
--------------------------------------------------------------------------------------

          Total liabilities                                 7,507,775        6,174,046
--------------------------------------------------------------------------------------

Commitments

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                             19,644,484       19,492,570
    Retained earnings                                         382,588           95,781
    Less treasury stock, at cost                             (773,880)        (931,728)
--------------------------------------------------------------------------------------

         Total shareholders' equity                        19,376,338       18,779,769
--------------------------------------------------------------------------------------

                                                         $ 26,884,113     $ 24,953,815
--------------------------------------------------------------------------------------
</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 28, 1998              12,314,575    $   123,146    $19,407,417    $  (117,492)       (358,546)    $  (332,926)

    Treasury stock reissued through
       stock options and 401(k) plan             --             --         43,034             --          53,060          49,268
    Treasury stock repurchased                   --             --             --             --        (145,000)       (288,797)
    Net earnings for the six months              --             --             --        626,611              --              --
--------------------------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------------------------------------

BALANCE, AT FEBRUARY 26, 1999            12,314,575    $   123,146    $19,343,690    $(1,419,945)       (410,405)    $  (381,080)
================================================================================================================================

BALANCE, at September 3,1999             12,314,575    $   123,146    $19,492,570    $    95,781        (632,459)    $  (931,728)

    Treasury stock reissued through
      stock options and 401(k) plan              --             --        124,914             --         169,995         157,848
    Value of stock options
      granted for services                       --             --         27,000             --              --              --
    Net earnings for the six months              --             --             --        286,807              --              --
--------------------------------------------------------------------------------------------------------------------------------

BALANCE, AT MARCH 3, 2000                12,314,575    $   123,146    $19,644,484    $   382,588        (462,464)    $  (773,880)
================================================================================================================================
</TABLE>

See accompanying notes to consolidated financial statements.

                                       6
<PAGE>

                      WEGENER CORPORATION AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (Unaudited)
<TABLE>
<CAPTION>
                                                                      Six months ended
                                                           MARCH 3,     February 26,
                                                             2000           1999
------------------------------------------------------------------------------------

CASH PROVIDED BY (USED FOR) OPERATING ACTIVITIES
<S>                                                      <C>             <C>
    Net earnings                                         $   286,807     $   626,611
    Adjustments to reconcile net earnings to cash
          provided by (used for) operating activities        875,659         817,496
        Depreciation and amortization
        Issuance of treasury stock for
            compensation expenses                             88,825          84,755
        Non-cash expenses                                     27,000              --
        Bad debt allowance                                    20,000          50,000
        Inventory reserves                                   100,000         150,000
        Deferred income taxes                                 62,000        (111,500)
    Changes in assets and liabilities
            Accounts receivable                           (2,728,009)        425,534
            Inventories                                       36,584         209,846
            Other assets                                     173,534        (137,583)
            Accounts payable and accrued expenses            221,883        (331,948)
            Customer deposits                              1,356,511         188,098
------------------------------------------------------------------------------------

                                                             520,794       1,971,309
------------------------------------------------------------------------------------

CASH USED BY INVESTMENT ACTIVITIES
    Property and equipment expenditures                     (530,752)       (270,187)
    Capitalized software additions                          (389,412)       (182,712)
------------------------------------------------------------------------------------

                                                            (920,164)       (452,899)
------------------------------------------------------------------------------------

CASH PROVIDED BY (USED FOR) FINANCING ACTIVITIES
    Proceeds from long-term debt                                  --       1,359,508
    Purchase of treasury stock                                    --        (288,797)
    Repayment of long-term debt and
      capitalized lease obligations                         (305,665)     (1,646,832)
    Proceeds from stock options exercised                    193,937           7,547
------------------------------------------------------------------------------------

                                                            (111,728)       (568,574)
------------------------------------------------------------------------------------

Increase (decrease) in cash and cash equivalents            (511,098)        949,836

Cash and cash equivalents, beginning of period             8,858,591       6,492,760
------------------------------------------------------------------------------------

Cash and cash equivalents, end of period                 $ 8,347,493     $ 7,442,596
====================================================================================

Supplemental disclosure of cash flow information:
    Cash paid during the six months for:
          Interest                                       $    47,932     $    88,456
          Income taxes                                   $    38,500     $        --
=====================================================    ===========     ===========
</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 September 3, 1999.

          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  year 2000  contains
          fifty-two weeks while fiscal 1999 contained fifty-three weeks.

                                       8
<PAGE>

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

Note 2    Accounts Receivable

          Accounts receivable are summarized as follows:

                                             MARCH 3,       September 3,
                                               2000             1999
                                           -----------       -----------
                                           (UNAUDITED)

          Accounts receivable - trade      $ 5,390,361       $ 2,675,022
          Other receivables                    135,235           115,859
                                           -----------       -----------
                                             5,525,596         2,790,881

          Less allowance for
               doubtful accounts              (199,291)         (172,585)
                                           -----------       -----------

                                           $ 5,326,305       $ 2,618,296
                                           ===========       ===========

Note 3    Inventories

          Inventories are summarized as follows:

                                             MARCH 3,        September 3,
                                               2000              1999
                                           -----------       -----------
                                           (UNAUDITED)

          Raw material                     $ 3,143,776       $ 2,845,784
          Work-in-process                    2,528,356         3,146,479
          Finished goods                     2,978,591         2,695,044
                                           -----------       -----------
                                             8,650,723         8,687,307

          Less inventory reserves           (2,298,494)       (2,198,494)
                                           -----------       -----------

                                           $ 6,352,229       $ 6,488,813
                                           ===========       ===========

Note 4    Income Taxes

          For the six months ended March 3, 2000, income tax expense of $184,000
          was  comprised  of a current  federal and state  income tax expense of
          $107,000 and $15,000,  respectively,  and a deferred federal and state
          tax expense of $53,000  and $9,000,  respectively.  Net  deferred  tax
          assets decreased $62,000 in the first six months of fiscal 2000.

                                       9
<PAGE>

Note 5    EARNINGS PER SHARE

          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 3, 2000                          February 26, 1999
                                   -------------------------------------     -------------------------------------
                                                                   PER                                       Per
                                    EARNINGS       SHARES         SHARE       Earnings       Shares         share
                                   (NUMERATOR)  (DENOMINATOR)     AMOUNT     (Numerator)  (Denominator)     amount
                                   -----------  -------------     ------     -----------  -------------     ------
<S>                                 <C>           <C>           <C>           <C>           <C>           <C>
Net earnings                        $  214,616                                $  395,558
                                    ==========                                ==========

Basic earnings per share:
    Net earnings available
        to common shareholders      $  214,616    11,804,965    $     0.02    $  395,558    12,001,631    $     0.03
                                                                ==========                                ==========
Effect of dilutive potential
  common shares:
        Stock options                       --       734,485                          --       204,922
                                    ----------    ----------                  ----------    ----------
Diluted earnings per share:
    Net earnings available
        to common shareholders
        plus assumed conversions    $  214,616    12,539,450    $     0.02    $  395,558    12,206,553    $     0.03
                                    ==========    ==========    ==========    ==========    ==========    ==========


<CAPTION>
                                                                   Six months ended
                                   -------------------------------------------------------------------------------
                                                MARCH 3, 2000                          February 27, 1998
                                   -------------------------------------     -------------------------------------
                                                                   PER                                       Per
                                    EARNINGS       SHARES         SHARE       Earnings       Shares         share
                                   (NUMERATOR)  (DENOMINATOR)     AMOUNT     (Numerator)  (Denominator)     amount
                                   -----------  -------------     ------     -----------  -------------     ------
<S>                                 <C>           <C>           <C>           <C>           <C>           <C>

Net earnings                        $  286,807                                $  626,611
                                    ==========                                ==========

Basic earnings per share:
    Net earnings available
        to common shareholders         286,807    11,772,755    $    0.02     $  626,611    11,986,754    $     0.05
                                                                ==========                                ==========
Effect of dilutive potential
  common shares:
        Stock options                        -       650,428                          --       145,117
                                    ----------    ----------                  ----------    ----------
Diluted earnings per share:
    Net earnings available
        to common shareholders
        plus assumed conversions    $  286,807    12,423,183    $     0.02    $  626,611    12,131,871    $     0.05
                                    ==========    ==========    ==========    ==========    ==========    ==========
</TABLE>

                                       10
<PAGE>

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

<TABLE>
<CAPTION>
                                                 Three months ended             Six months ended
                                             --------------------------    --------------------------
                                               MARCH 3,     February 26,     MARCH 3,     February 27,
                                                 2000           1999           2000           1999
                                             -----------    -----------    -----------    -----------
          Common stock options:
<S>                                              <C>              <C>          <C>              <C>
              Number of shares                   200,000          6,000        200,000          6,000
              Exercise price                 $     5.625    $      1.78    $     5.625    $      1.78
                                             ===========    ===========    ===========    ===========
</TABLE>



NOTE 6    SEGMENT INFORMATION AND SIGNIFICANT CUSTOMERS

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  distinct  product  lines.  Revenues  from  customers in each of these
product lines are as follows:

<TABLE>
<CAPTION>
                                                 Three months ended             Six months ended
                                             --------------------------    --------------------------
                                               MARCH 3,     February 26,     MARCH 3,     February 26,
                                                 2000           1999           2000           1999
                                             -----------    -----------    -----------    -----------
          Product Line
<S>                                          <C>            <C>            <C>            <C>
              Direct Broadcast Satellite     $ 6,452,106    $ 6,108,756    $12,662,354    $11,782,485
              Telecom and Custom Products        646,867        717,538      1,322,415      1,313,111
              Service                             71,043        199,661        199,750        396,610
                                             -----------    -----------    -----------    -----------

                                             $ 7,170,016    $ 7,025,955    $14,184,519    $13,492,206
                                             ===========    ===========    ===========    ===========
</TABLE>

          Revenues by geographic areas are as follows:

<TABLE>
<CAPTION>
                                                 Three months ended             Six months ended
                                             --------------------------    --------------------------
                                               MARCH 3,     February 26,     MARCH 3,     February 26,
                                                 2000           1999           2000           1999
                                             -----------    -----------    -----------    -----------
          Geographic Area
<S>                                          <C>            <C>            <C>            <C>
              United States                  $ 5,625,399    $ 5,295,408    $11,503,369    $11,334,041
              Latin America                    1,241,718         84,971      2,143,583        226,800
              Canada                              14,703      1,516,071         21,032      1,555,358
              Europe                             285,456         84,660        352,526        275,482
              Other                                2,740         44,845        164,009        100,525
                                             -----------    -----------    -----------    -----------

                                             $ 7,170,016    $ 7,025,955    $14,184,519    $13,492,206
                                             ===========    ===========    ===========    ===========
</TABLE>

All of the Company's long-lived assets are located in the United States.

                                       11
<PAGE>

Customers  representing 10% or more of the respective  period's  revenues are as
follows:

<TABLE>
<CAPTION>
                                      Three months ended                   Six months ended
                                -------------------------------     -------------------------------
                                   MARCH 3,        February 26,        MARCH 3,       February 26,
                                     2000              1999              2000             1999
                                -------------     -------------     -------------     -------------
<S>                                  <C>               <C>               <C>               <C>
          Customer 1                 18.5%              (a)              22.8%              (a)
          Customer 2                  (A)              41.3%              (A)              21.5%
          Customer 3                  (A)              20.3%              (A)              10.8%
          Customer 4                  (A)               (a)               (A)              13.8%
</TABLE>

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

NOTE 7    STOCK OPTIONS

During the second  quarter of fiscal 2000 the Company  entered into an agreement
with RCG Capital Markets Group, Inc. to provide a national  financial  relations
program.  The  agreement  is for an eighteen  month  period and  provides  for a
monthly  fee  of  $6,000  and  stock  options  for  200,000  shares  of  Wegener
Corporation common stock exercisable for a period of five years from the date of
grant at $5.625 per share.

Fifty percent of the options  granted vest upon  execution of the agreement with
the balance  vesting upon  completion of agreed upon  performance  criteria.  In
accordance  with EITF Issue No.  96-18 and SFAS No.  123,  the fair value of the
stock options has been calculated using the Black-Scholes  option-pricing  model
and will result in an  aggregate  non-cash  charge to earnings of  approximately
$445,000 over the eighteen month term of the agreement.

                                       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  September 3, 1999  contained in the Company's  1999 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  September  3,  1999 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 3, 2000  COMPARED TO THREE AND SIX MONTHS ENDED
FEBRUARY 26, 1999

The  operating  results for the three and six month  periods ended March 3, 2000
were net earnings of $215,000 or $0.02 per share and net earnings of $287,000 or
$0.02 per  share,  respectively,  compared  to  $396,000  or $0.03 per share and
$627,000 or $0.05 per share,  respectively,  for the three and six month periods
ended February 26, 1999.

REVENUES - The Company's  revenues for the three months ended March 3, 2000 were
$7,170,000,  up 2.0% from  revenues of  $7,026,000  for the three  months  ended
February 26, 1999.  Revenues were  $14,185,000 for the six months ended March 3,
2000, up 5.1% from revenues of $13,492,000 for the six months ended February 26,
1999.

Direct  Broadcast  Satellite  (DBS) revenues  increased  $343,000 or 5.6% in the
second quarter of fiscal 2000 to $6,452,000  from  $6,109,000 in the same period
of fiscal  1999.  The  increase  was mainly due to an increase in  shipments  of
digital  video uplink and  receiving  equipment  to a greater  number of network
providers.  Telecom and Customer  Products Group revenues  decreased  $71,000 or
9.9% in the second  quarter of fiscal 2000 to $647,000 from $718,000 in the same
period of fiscal 1999.  The decrease was mainly due to lower levels of shipments
of cue and control equipment to provide local commercial insertion  capabilities
to cable television  headend systems.  For the three months ended March 3, 2000,
one

                                       13
<PAGE>

customer  accounted for  approximately  18.5% of revenues.  For the three months
ended February 26, 1999, two additional  customers  accounted for  approximately
41.3% and 20.3%, respectively, of revenues.

For the six months ended March 3, 2000, DBS revenues  increased $880,000 or 7.5%
to $12,662,000  from $11,782,000 for the six months ended February 26, 1999. The
increase was due to increased  shipments of digital  video uplink and  receiving
equipment  to a greater number of network  providers.  For the six months  ended
March 3, 2000,  Telecom and Custom  Product Group revenues  increased  $9,000 or
less than 1.0% to $1,322,000  from  $1,313,000 for the six months ended February
26,  1999.  For the six months ended March 3, 2000 one  customer  accounted  for
22.8% of revenues.  For the six months ended February 26, 1999 three  additional
customers  accounted for 21.5%, 10.8% and 13.8%,  respectively of revenues.  The
Company's backlog is comprised of undelivered,  firm customer orders,  which are
scheduled  to ship within  eighteen  months.  WCI's  backlog  was  approximately
$12,700,000  at March 3, 2000,  compared to $15,691,000 at September 3, 1999 and
$6,900,000 at February 26, 1999.

GROSS PROFIT MARGINS - The Company's gross profit margin  percentages were 35.7%
and 34.5% for the three and six month  periods  ended March 3, 2000  compared to
36.3% and 34.4% for the three and six month periods ended February 26, 1999. The
profit  margin  percentage  decrease  for the three  months ended March 3, 2000,
compared to the same period in fiscal  1999,  was due to a product mix of higher
variable cost  components  which was offset by lower unit fixed costs due to the
increase in revenues. Gross profit margin dollars increased $11,000 and $239,000
for the three and six month  periods  ended March 3, 2000 from the same  periods
ended February 26, 1999. The increase in margin dollars for the six months ended
March 3, 2000 was  mainly  due to higher  revenues  during  the  period.  Profit
margins in the three and six month  periods of fiscal  2000  included  inventory
reserve  charges of $75,000 and  $100,000  compared to $100,000 and $150,000 for
the same periods of fiscal 1999.

SELLING, GENERAL AND ADMINISTRATIVE - Selling, general and administrative (SG&A)
expenses  increased  $369,000 or 29.1% to $1,636,000  for the three months ended
March 3, 2000 from  $1,267,000 for the three months ended February 26, 1999. For
the six months ended March 3, 2000, SG&A expenses increased $723,000 or 30.2% to
$3,116,000  from  $2,393,000  for the same period ended  February 26, 1999.  The
three and six month increases were primarily due to higher levels of selling and
marketing  expenses,  outside sales agent commissions,  software  implementation
costs,  maintenance and depreciation expenses. As a percentage of revenues, SG&A
expenses were 22.8% and 22.0% for the three and six month periods ended March 3,
2000 compared to 18.0% and 17.7% for the same periods of fiscal 1999.

RESEARCH AND  DEVELOPMENT  - Research and  development  expenditures,  including
capitalized software development costs, were $924,000,  or 12.9% of revenues and
$1,840,000  or 13.0% of revenues for the three and six month periods ended March
3, 2000,  compared to $822,000 or 11.7% of revenues and  $1,541,000  or 11.4% of
revenues for the same periods of fiscal 1999.  Capitalized  software development
costs  amounted to $285,000 and  $389,000  for the second  quarter and first six
months of fiscal 2000  compared to $98,000 and  $183,000 for the same periods of
fiscal 1999.  The increases in  capitalized  software costs are due to increased
expenditures on COMPEL network control software and software associated with new
digital  video  products.  The  increase in  expenditures  for the three and six
months  ended March 3, 2000 was  primarily  due to an  increase  in  engineering
consulting  expenses and personnel  costs.  Research and  development  expenses,
excluding capitalized software  expenditures,  were $640,000 or 8.9% of revenues
and  $1,450,000 or 10.2% of revenues for the three and six months ended March 3,
2000  compared  to  $724,000 or 10.3% of  revenues  and  $1,358,000  or 10.1% of
revenues for the same periods of fiscal 1999.

                                       14
<PAGE>

INTEREST EXPENSE - Interest expense  decreased  $12,000 to $23,000 for the three
months ended March 3, 2000 from $35,000 for the three months ended  February 26,
1999. For the six months ended March 3, 2000, interest expense decreased $30,000
to $48,000  from  $78,000 for the same  period  ended  February  26,  1999.  The
decreases for the three and six month periods in fiscal 2000 were  primarily due
to a decrease in the average outstanding balance of indebtedness.

INTEREST INCOME - Interest income was $94,000 and $198,000 for the three and six
month periods ended March 3, 2000, compared to $93,000 and $176,000 for the same
periods ended  February 26, 1999. The increase for the six months ended March 3,
2000 was mainly due to higher average cash equivalent balances for the period.

INCOME TAX EXPENSES - For the six months ended March 3, 2000, income tax expense
of $184,000 was  comprised of a current  federal and state income tax expense of
$107,000 and $15,000, respectively, and a deferred federal and state tax expense
of $53,000 and $9,000,  respectively.  Net deferred tax assets decreased $62,000
in the first six months of fiscal 2000.

LIQUIDITY AND CAPITAL RESOURCES
SIX MONTHS ENDED MARCH 3, 2000

During  the first  six  months of fiscal  2000,  operating  activities  provided
$521,000  of  cash.  Net  earnings   adjusted  for  non-cash  expenses  provided
$1,460,000 of cash,  while changes in customer  deposits,  accounts  payable and
accrued expenses provided  $1,578,000 of cash.  Changes in accounts  receivable,
inventories  and other assets,  used  $2,518,000 of cash. Cash used by investing
activities  for property and equipment  expenditures  and  capitalized  software
additions was $920,000. Financing activities used cash of $306,000 for scheduled
repayments  of long-term  obligations.  Proceeds  from  exercised  stock options
provided $194,000 of cash.

WCI  maintains a loan facility  with a bank which  provides a maximum  available
credit limit of $10,000,000 with sublimits as defined. The loan facility matures
on June 21, 2000 or upon demand and  requires an annual  facility fee of $55,000
plus an  additional  .75% of  $3,000,000  if  borrowings,  at any  time,  exceed
$5,500,000. The loan facility consists of 1) a term loan and a revolving line of
credit with a combined  borrowing limit of $8,500,000,  bearing  interest at the
bank's prime rate (8.75% at March 3, 2000) and 2) a real estate advance facility
with a maximum borrowing limit of $1,500,000 bearing interest at a fixed rate of
250 basis points over the five year U.S.  Treasury  rate.  The interest  rate on
outstanding real estate advances is 6.519%

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.  The real estate advance  portion of the loan facility  provides for
advances of up to 70% of the appraised value of certain real property.  Advances
for real  property  are payable in 35 equal  principal  payments  with a balloon
payment due at maturity. At March 3, 2000, outstanding balances on real property
advances aggregated $738,000,  and no balances were outstanding on the revolving
line  of  credit  or  equipment   term  loan  portions  of  the  loan  facility.
Additionally, at March 3, 2000, approximately $5,065,000 was available to borrow
under the advance formulas.

The  Company's  loan  facility  matures  on June 21,  2000  along with a balloon
payment due on the mortgage note. The Company believes that the existing line of
credit  and term loan  facility  will be renewed in June 2000 or that a suitable
replacement line will be available from other financing

                                       15
<PAGE>

sources. The Company expects that its current cash and cash equivalents combined
with  expected cash flows from  operating  activities  and an available  line of
credit will be  sufficient  to support the  Company's  operations  during fiscal
2000.

During the second  quarter of fiscal 2000 the Company  entered into an agreement
with RCG Capital Markets Group, Inc. to provide a national  financial  relations
program.  The  agreement is for an eighteen (18) month period and provides for a
monthly  fee  of  $6,000  and  stock  options  for  200,000  shares  of  Wegener
Corporation common stock exercisable for a period of five years from the date of
grant at $5.625 per share.

Fifty percent of the options  granted vest upon  execution of the agreement with
the balance  vesting upon  completion of agreed upon  performance  criteria.  In
accordance  with EITF Issue No.  96-18 and SFAS No.  123,  the fair value of the
stock options has been calculated using the Black-Scholes  option-pricing  model
and will result in an aggregate non-cash charge to earnings of $444,562 over the
eighteen month term of the agreement.

YEAR 2000

Prior to December 31, 1999,  management  of the Company  completed its review of
internal  information  systems,  manufacturing  and engineering  equipment,  and
facilities,  as well as surveys of key vendors and  service  providers  for Year
2000  risks.  As of the date of this  filing,  the Company  has  experienced  no
disruptions  or  other  significant   problems  related  to  Year  2000  issues.
Additionally,  to date,  there have been no Year 2000  related  failures  in the
respect of supplies or services  from  vendors and service  providers.  To date,
there have been no Year 2000 related problems reported from customers  regarding
the Company's hardware or software products.

However, if Year 2000 issues develop subsequent to the date of this filing which
impact the  ability of vendors or service  providers  to  adequately  supply the
Company,  there could be a material adverse impact on the Company's  operations.
Additionally,  if the  Company's  products  were to incur Year 2000  performance
problems,  there  could be an  adverse  impact  on  results  of  operations  and
financial  condition due to increased  warranty costs,  litigation  expenses and
other material liabilities, or a loss of customers.

The Company did not incur significant costs related to Year 2000 issues and does
not expect to incur material Year 2000 transition costs in the future.

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
March 3, 2000 subject to variable interest rate fluctuations.

The  Company's  cash  equivalents  consist of a repurchase  agreement and a bank
certificate of deposit.  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.

                                       16
<PAGE>

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

Item 2.   Changes in Securities and Use of Proceeds
          -----------------------------------------

          On January 25, 2000,  the Company  entered into an agreement  with RCG
          Capital  Markets  Group,  Inc.  ("RCG"),  pursuant  to which  RCG will
          provide a national  financial  relations  program for the Company (see
          Note 7 to the financial  statements  included  herein).  In connection
          with the  agreement,  the  Company  granted  stock  options  to RCG to
          purchase 200,000 shares of common stock at an exercise price of $5.625
          per share.  Of this  amount,  50% of the options  granted  vested upon
          execution  of  the  agreement  with  the  balance   vesting  upon  the
          completion of certain agreed upon  performance  criteria.  The options
          are exercisable for a period of five years from the date of grant. The
          options were issued in reliance upon the exemption provided by Section
          4(2) under the Securities Act of 1933, as amended,  and were issued to
          RCG in reliance  upon  representations  from RCG with respect to RCG's
          investment  intent and  representation  that the  securities  were not
          being  acquired  with a future intent to  distribute.  RCG was granted
          certain  piggyback and demand  registration  rights in connection with
          this stock option grant.

Item 4.   Submission of Matters to a Vote of Security Holders
          ---------------------------------------------------

          On January 25, 2000, the Annual Meeting of  Shareholders  was held and
          the following matters were voted upon:

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

               (A.) Class II Directors

                         Robert A. Placek
                              10,839,891 votes FOR
                                 680,130 votes WITHHELD

                         Keith N. Smith
                              10,860,511 votes FOR
                                 659,510 votes WITHHELD

                    The  terms of  office  of  James H.  Morgan,  Jr.,  C.  Troy
                    Woodbury,  Jr., Joe K. Parks and Thomas G. Elliot  continued
                    subsequent to the Annual Meeting.

          (2.) The  appointment of BDO Seidman,  LLP as auditors for the Company
               for the fiscal year 2000 was approved with 11,174,843  votes FOR,
               296,662 votes AGAINST, and 48,516 votes ABSTAINING.

Item 6.   Exhibits and Reports on Form 8-K
          --------------------------------

          (a.) Exhibits: 27-Financial Data Schedule

          (b.) Reports on Form 8-K - No  reports  on Form 8-K were filed  during
               the quarter ended March 3, 2000.

                                       17
<PAGE>

                                   SIGNATURES
                                  ------------

     Pursuant to the  requirements  of the  Securities and Exchange Act of 1934,
the  Registrant  has duly  caused  this Report to be signed on its behalf by the
undersigned, thereunto duly authorized.

                                        WEGENER CORPORATION
                                        -------------------
                                           (Registrant)


Date:  April 17, 2000                   By: /s/ Robert A. Placek
                                            -------------------------------
                                                Robert A. Placek
                                                President
                                                (Principal Executive Officer)



Date:  April 17, 2000                   By: /s/ C. Troy Woodbury, Jr.
                                            -------------------------------
                                                C. Troy Woodbury, Jr.
                                                Treasurer and Chief
                                                Financial Officer
                                                (Principal Financial and
                                                Accounting Officer)

                                       18