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 November 28, 1997

                                       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

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, as of December 31, 1997.

Common Stock, $.01 par value                              11,890,088 Shares
----------------------------                        ----------------------------
           Class                                    Outstanding December 31,1997

<PAGE>

                      WEGENER CORPORATION AND SUBSIDIARIES
                Form 10-Q For the Quarter Ended November 28, 1997


                                      INDEX
                                                                         Page(s)
                                                                         -------

PART I.  Financial Information

  Item 1.  Consolidated Financial Statements

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

           Consolidated Statements of Operations
           (Unaudited) - Three Months Ended
           November 28, 1997 and November 29, 1996 ..........................4

           Consolidated Balance Sheets - November 28,
           1997 (Unaudited) and August 29, 1997 .............................5

           Consolidated Statements of Shareholders' Equity
           (Unaudited) -  Three Months Ended November 28,
           1997 and November 29, 1996 .......................................6

           Consolidated Statements of Cash Flows
           (Unaudited) - Three Months Ended November 28,
           1997 and November 29, 1996 .......................................7

           Notes to Consolidated Financial
           Statements (Unaudited) .........................................8-9

  Item 2.  Management's Discussion and Analysis of Financial
           Condition and Results of Operations...........................10-12

PART II. Other Information

  Item 1.   None
  Item 2.   None
  Item 3.   None
  Item 4.   None
  Item 5.   None
  Item 6.   Exhibits and Reports on Form 8-K ...............................13

           Signatures ......................................................14

                                       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,  1997;  the  consolidated
statements  of  shareholders'  equity as of November  28, 1997 and  November 29,
1996;  the  consolidated  statements  of  operations  for the three months ended
November 28, 1997 and November 29, 1996; and the consolidated statements of cash
flows for the three  months  ended  November 28, 1997 and November 29, 1996 have
been prepared  without audit.  The  consolidated  balance sheet as of August 29,
1997 has been examined by  independent  certified  public  accountants.  Certain
information and footnote  disclosures  normally included in financial statements
prepared in accordance with generally accepted  accounting  principles have been
condensed  or omitted  pursuant  to such  rules and  regulations,  although  the
Company  believes  that  the  disclosures   herein  are  adequate  to  make  the
information  presented not misleading.  It is suggested that these  consolidated
financial  statements be read in conjunction  with the financial  statements and
the notes thereto  included in the Company's Annual Report on Form 10-K, for the
fiscal year ended August 29, 1997, File No. 0-11003.

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

                                       3
<PAGE>

                      WEGENER CORPORATION AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (Unaudited)


                                                      Three months ended
                                                 November 28,       November 29,
                                                     1997               1996
--------------------------------------------------------------------------------

Revenues                                         $ 6,706,020         $6,642,663
--------------------------------------------------------------------------------

Operating costs and expenses
    Cost of products sold                          4,531,739          4,419,722
    Selling, general, and administrative           1,050,310            985,652
    Research and development                         669,896            566,830
--------------------------------------------------------------------------------

Operating costs and expenses                       6,251,945          5,972,204
--------------------------------------------------------------------------------

Operating income                                     454,075            670,459
    Interest expense                                 (75,786)          (181,682)
    Interest income                                   77,634              1,429
--------------------------------------------------------------------------------

Earnings before income taxes                         455,923            490,206

Income tax expense                                   173,000            186,000
================================================================================

Net earnings                                     $   282,923            304,206
================================================================================

Net earnings per share:
    Primary                                      $       .02         $      .03
    Fully diluted                                $       .02         $      .03
================================================================================

Shares used in per share calculation
    Primary                                       11,572,475          9,135,008
    Fully diluted                                 12,026,157          9,985,094
================================================================================

                See accompanying notes to consolidated financial statements.

                                       4
<PAGE>

                      WEGENER CORPORATION AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
                                                                    November 28,      August 29,
                                                                        1997             1997
-------------------------------------------------------------------------------------------------
Assets                                                              (Unaudited)

Current assets
<S>                                                                 <C>               <C>       
    Cash and cash equivalents                                       $10,610,165       $2,242,433
    Accounts receivable                                               4,854,687        4,612,634
    Inventories                                                       9,667,627        9,992,672
    Deferred income taxes                                             1,241,000        1,241,000
    Other                                                                16,865           21,376
-------------------------------------------------------------------------------------------------

        Total current assets                                         26,390,344       18,110,115

Property and equipment                                                4,900,594        4,979,856
Capitalized software costs                                            1,656,284        1,701,416
Deferred income taxes                                                   380,000          553,000
Other assets                                                            209,609          269,566
-------------------------------------------------------------------------------------------------

                                                                    $33,536,831      $25,613,953
=================================================================================================

Liabilities and Shareholders' Equity

Current liabilities
    Accounts payable                                               $  1,837,113       $2,128,941
    Accrued expenses                                                  1,454,548        1,440,945
    Customer deposits                                                11,522,427        3,458,401
    Current maturities of long-term obligations                         594,343          599,157
-------------------------------------------------------------------------------------------------

       Total current liabilities                                     15,408,431        7,627,444

Long-term obligations, less current maturities                        1,652,274        1,782,460
Convertible debentures                                                  321,004        1,285,195
-------------------------------------------------------------------------------------------------

       Total liabilities                                             17,381,709       10,695,099
-------------------------------------------------------------------------------------------------

Commitments

Shareholders' equity
     Common stock, $.01 par value, 20,000,000 shares
          authorized; 12,022,940 and 11,363,917 shares issued           120,229          113,639
     Additional paid-in capital                                      19,023,801       18,084,700
     Deficit                                                         (2,594,752)      (2,877,675)
     Less treasury stock, at cost (424,487 and 432,730
          shares)                                                     (394,156)         (401,810)
-------------------------------------------------------------------------------------------------

            Total shareholders' equity                               16,155,122       14,918,854
=================================================================================================

                                                                    $33,536,831      $25,613,953
=================================================================================================
</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, 1996                9,231,930        $92,319     $14,369,157   $(1,068,475)       (470,397)     $(436,785)

    Treasury stock reissued through
       stock options and 401(k) plan              -              -           20,478            -            7,777          7,221
    Issuance of common stock for
       convertible debentures                247,377          2,474         991,904            -               -              -
    Net earnings for the
       three months                               -              -                -       304,206              -              -
---------------------------------------------------------------------------------------------------------------------------------

BALANCE, at November 29, 1996              9,479,307        $94,793     $15,381,539   $  (764,269)       (462,620)     $(429,564)
                                                                                         
=================================================================================================================================

BALANCE, at August 29, 1997               11,363,917       $113,639     $18,084,700   $(2,877,675)       (432,730)     $(401,810)

    Treasury stock reissued through
       stock options and 401(k) plan              -              -           13,466            -            8,243          7,654
    Issuance of common stock for
       convertible debentures                659,023          6,590         925,635            -               -              -
    Net earnings for the three months             -              -               -        282,923              -              -
---------------------------------------------------------------------------------------------------------------------------------

BALANCE, at November 28, 1997             12,022,940       $120,229     $19,023,801   $(2,594,752)       (424,487)     $(394,156)
=================================================================================================================================
</TABLE>

See accompanying notes to consolidated financial statements.

<PAGE>

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

<TABLE>
<CAPTION>
                                                                  Three months ended
                                                            November 28,       November 29,
                                                                1997               1996
----------------------------------------------------------------------------------------

Cash provided (used) by operating activities
<S>                                                        <C>              <C>        
    Net earnings                                           $   282,923      $   304,206
    Adjustments to reconcile net earnings to
           cash provided by operating activities
        Depreciation and amortization                          422,265          321,597
        Issuance of treasury stock for
            compensation expenses                               21,120           23,199
        Issuance of convertible debt for interest
            expense                                                  -          101,222
        Inventory reserves                                      50,000                -
        Deferred income taxes                                  173,000          173,000
    Changes in assets and liabilities
            Accounts receivable                               (242,053)       1,491,170
            Inventories                                        275,045          378,169
            Other assets                                         4,511          (30,854)
            Accounts payable                                  (291,828)        (214,583)
            Customer deposits and accrued expenses           8,077,629         (690,541)
----------------------------------------------------------------------------------------

                                                             8,772,612        1,856,585
----------------------------------------------------------------------------------------

Cash provided (used) by investment activities
    Property and equipment expenditures                       (148,008)        (190,246)
    Capitalized software additions                            (121,872)        (110,867)
----------------------------------------------------------------------------------------

                                                              (269,880)        (301,113)
----------------------------------------------------------------------------------------

Cash provided (used) by financing activities
    Net change in borrowings under
         revolving line-of-credit                                    -       (1,530,332)
    Repayment of long-term debt and capitalized
        lease obligations                                     (135,000)        (145,726)
    Proceeds from stock options exercised                            -            4,500
----------------------------------------------------------------------------------------

                                                              (135,000)      (1,671,558)
----------------------------------------------------------------------------------------

Increase (decrease) in cash and cash equivalents             8,367,732         (116,086)
Cash and cash equivalents, beginning of period               2,242,433          171,687
========================================================================================

Cash and cash equivalents, end of period                   $10,610,165      $    55,601
========================================================================================


Supplemental disclosure of cash flow information:
  Cash paid during the three months for:
          Interest                                         $    80,134      $    78,248
          Income taxes                                     $         -      $         -
========================================================================================
</TABLE>

See accompanying notes to consolidated financial statements.

                                       8
<PAGE>

                      WEGENER CORPORATION AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 1    Significant Accounting Policies

          The significant  accounting  policies  followed by the Company are set
          forth  in  Note  1 to the  Company's  audited  consolidated  financial
          statements  included  in the  annual  report on Form 10-K for the year
          ended August 29, 1997.

          Earnings Per Share

          Primary  earnings per share are calculated by dividing net earnings by
          the weighted average number of common shares and dilutive common stock
          equivalents  using the treasury stock method.  Fully diluted  earnings
          per  share   assumed   conversion  of  the   outstanding   convertible
          debentures.

          In February  1997,  the Financial  Accounting  Standards  Board issued
          Statement of Financial  Accounting  Standards (SFAS) No. 128 "Earnings
          per Share" superseding  Accounting  Principles Board (APB) Opinion No.
          15,  "Earnings per Share".  The Company plans to adopt SFAS No. 128 in
          the second  quarter of fiscal 1998.  Earnings per share computed under
          the  provisions of SFAS No. 128 were the same as those  computed under
          APB Opinion No. 15 for the first quarters of fiscal 1998 and 1997.

          Use of Estimates

          The  preparation of financial  statements in conformity with generally
          accepted  accounting  principles requires management to make estimates
          and  assumptions  that  affect  the  reported  amounts  of assets  and
          liabilities,  the disclosure of contingent  assets and  liabilities at
          the date of the  financial  statements  and the  reported  amounts  of
          revenue and expenses during the reporting period. Actual results could
          vary from these estimates.

          Fiscal Year

          The Company uses a fifty-two,  fifty-three  week year. The fiscal year
          ends on the Friday  closest to August 31.  Fiscal  years 1998 and 1997
          contain fifty-two weeks.

Note 2    Accounts Receivable

          Accounts receivable are summarized as follows:

                                            November 28,      August 29, 
                                               1997              1997
                                            ------------     ------------
                                            (Unaudited)
          
          Accounts receivable - trade        $5,136,845       $4,881,565
          Other receivables                      79,851           92,812
                                            ------------     ------------
          
                                              5,216,696        4,974,377
          Less allowance for
               doubtful accounts               (362,009)        (361,743)
                                            ------------     ------------
          
                                             $4,854,687       $4,612,634
                                            ============     ============

                                       9
<PAGE>

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


Note 3    Inventories

          Inventories are summarized as follows:

                                          November 28,           August 29,
                                              1997                 1997
                                         -------------         -------------
                                          (Unaudited)
          
          Raw material                    $ 4,596,671           $ 4,550,550
          Work-in-process                   3,858,010             4,051,281
          Finished goods                    3,129,153             3,256,294
                                         -------------         -------------
                                           11,583,834            11,858,125
          Less inventory reserves          (1,916,207)           (1,865,453)
                                         =============         =============
          
                                          $ 9,667,627           $ 9,992,672
                                         =============         =============
  
Note 4    Income Taxes

          For the three  months ended  November 28, 1997,  income tax expense of
          $173,000  was  comprised  of a federal and state  deferred  income tax
          expense of $155,000  and $18,000,  respectively.  There was no current
          federal or state  income tax  expense  due to  utilization  of tax net
          operating loss  carryforwards.  Deferred tax assets decreased $173,000
          in  the  first  quarter.   At  November  28,  1997,  the  Company  had
          approximately  $2,557,000 of federal net operating loss  carryforwards
          which expire in 2008 through 2012; and $137,000 of alternative minimum
          tax credits and $159,000 of other federal tax credits expiring through
          2004 available to offset future tax liabilities.

                                       10
<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, 1997 contained in the Company's 1997 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,   plans  for  future  business
development activities, capital spending or financing sources, capital structure
and 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,  product
demand, governmental regulation and technological developments,  competition and
other  uncertainties  detailed  in the  Company's  Form 10-K for the year  ended
August 29, 1997 and from time to time in the Company's  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, 1997 COMPARED TO THREE MONTHS ENDED NOVEMBER 29,
1996

Net earnings  were  $283,000 or $0.02 per share for the three month period ended
November 28,  1997,  compared to $304,000 or $0.03 per share for the three month
period ended November 29, 1996.

Revenues - The  Company's  revenues  for the first  quarter of fiscal  1998 were
$6,706,000, compared to $6,643,000 for the same period in fiscal 1997.

Direct  Broadcast  Satellite  (DBS)  revenues  decreased  $377,000  in the first
quarter of fiscal  1998 to  $5,355,000  from  $5,732,000  for the same period in
fiscal 1997. The decrease is mainly due to the scheduled  timing of shipments in
the order  backlog.  Fiscal 1997 revenues  included  completion of deliveries of
MPEG-2 products for use by the MSNBC network.  International DBS revenues in the
first quarter of the current fiscal year increased  $446,000 to $1,123,000  from
$677,000 in the same period of fiscal 1997. The increase was due to shipments of
digital  video  products  for use in India.  Telecom and Custom  Products  Group
revenues  increased  $386,000 to  $1,129,000 in the first quarter of fiscal 1998
from $743,000 in the first  quarter of fiscal 1997.  The increase was mainly due
to higher  levels of  shipments of cue and control  equipment  to provide  local
commercial  insertion  capabilities to cable  television  headend  systems.  The
Company's backlog is comprised of undelivered,  firm customer orders,  which are
scheduled  to ship within  eighteen  months.  WCI's  backlog  was  approximately
$19,268,000 at November 28, 1997, compared to $19,501,000 at

                                       11
<PAGE>

August 29, 1997 and $10,653,000 at November 29, 1996. Subsequent to November 28,
1997, additional orders booked amounted to approximately $4,972,000.

Gross Profit Margins - Gross profit decreased $49,000 or 2.2% in the three month
period  ended  November  28,  1997,  compared  to the three month  period  ended
November 29, 1996,  as a result of a decrease in revenues for the period.  Gross
profit as a percent of  revenues  was 32.4% in the first  quarter of fiscal 1998
compared  to 33.5% in the first  quarter of fiscal  1997.  The  decrease  in the
percentage was mainly due to the mix of products sold.

Selling,  General  and  Administrative  - Selling,  general  and  administrative
expenses  increased $65,000 or 6.6% to $1,050,000 in the first quarter of fiscal
1998 from  $986,000  in the  first  quarter  of fiscal  1997.  The  increase  is
primarily due to higher levels of selling and marketing  expenses,  and ISO 9000
certification  costs.  As  a  percentage  of  revenues,   selling,  general  and
administrative expenses were 15.7% for the three month period ended November 28,
1997  compared  to 14.8% for the same  period  ended  November  29,  1996.  As a
percentage  of  revenues,  selling,  general  and  administrative  expenses  are
expected to  decrease in fiscal 1998  compared to fiscal 1997 due to an expected
increase in fiscal 1998 revenues.

Research and  Development  - Research and  development  expenditures,  including
capitalized  software  development  costs, were $777,000 or 11.6% of revenues in
the first  quarter of fiscal 1998  compared to $678,000 or 10.2% of revenues for
the same period of fiscal 1997.  Capitalized software development costs amounted
to  $107,000  in the first  quarter of fiscal  1998  compared to $111,000 in the
first  quarter of fiscal 1997.  Research  and  development  expenses,  excluding
capitalized  software  development  costs, were $670,000 or 10.0% of revenues in
the first  quarter of fiscal 1998,  and $567,000 or 8.5% of revenues in the same
period of fiscal 1997.  The increase in expenses is primarily due to an increase
in  engineering  personnel  and  higher  depreciation  and  proto-type  material
expenses.

The Company remains  committed to such research and development  expenditures as
are  required  to   effectively   compete  and  maintain  pace  with  the  rapid
technological  changes in the communications  industry and to support innovative
engineering and design in its future products. The dollar amount of research and
development  expenditures  in fiscal 1998 is  expected  to increase  compared to
fiscal 1997 and to decrease as a percent of revenues due to an expected increase
in fiscal 1998 revenues.

Interest Expense - Interest expense  decreased  $106,000 to $76,000 in the first
quarter of fiscal  1998 from  $182,000 in the same  period in fiscal  1997.  The
decrease is primarily  due to a decrease in the average  outstanding  balance of
the convertible debentures.

Interest  Income -  Interest  income  was  $77,600  for the three  months  ended
November  28, 1997  compared to $1,400 for the same period  ended  November  26,
1996.  The  increase  is due to the  increase  in cash  equivalent  balances  at
November 28, 1997, primarily as a result of an increase in customer deposits.

Income Tax Expense - For the three  months ended  November 28, 1997,  income tax
expense of $173,000  was  comprised of a federal and state  deferred  income tax
expense of $155,000 and $18,000,  respectively.  There was no current federal or
state  income  tax  expense  due  to  utilization  of  tax  net  operating  loss
carryforwards.

                                       12
<PAGE>

LIQUIDITY AND CAPITAL RESOURCES
THREE MONTHS ENDED NOVEMBER 28, 1997

During the first quarter of fiscal 1998,  operating  activities provided cash of
$8,773,000.  Increases  in  customer  deposits  and net  earnings  adjusted  for
non-cash  expenses  provided  cash of  $8,064,000  and  $949,000,  respectively.
Changes in accounts  receivable,  inventories and accounts payable balances used
cash of $254,000.  Cash used by investing  activities for property and equipment
expenditures  and  capitalized   software  additions  was  $270,000.   Financing
activities  used  cash  of  $135,000  for  scheduled   repayments  of  long-term
obligations.

At  November  28,  1997,  no  balances  were  outstanding  under  the  revolving
line-of-credit,  which expires May 4, 1999, or upon demand. Borrowings under the
revolving  line of credit are subject to  availability  advance  formulas of 80%
against eligible accounts receivable;  20% of eligible raw material 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. Approximately, $3,342,000 was available to borrow at November 29,
1997 under the advance formulas.  In addition, at November 29, 1997, the Company
was in compliance with the line-of-credit covenants.

During the first quarter of fiscal 1998, $964,000 of convertible debentures were
converted into 659,023 shares of common stock.  Subsequent to November 28, 1997,
the remaining outstanding convertible debentures of $321,000 were converted into
291,635 shares of common stock.

The Company  expects that its current cash and cash  equivalents  combined  with
expected  cash flows  from  operating  activities  and the  Company's  available
line-of-credit  will be sufficient to support the  Company's  operations  during
fiscal 1998.

                                       13
<PAGE>

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


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 November 28, 1997.

                                       14
<PAGE>

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

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

                                        WEGENER CORPORATION
                                        ------------------------

                                        (Registrant)


Date:  January 12, 1998                 By:  /s/ Robert A. Placek
                                          --------------------------
                                             Robert A. Placek
                                             President
                                             (Principal Executive Officer)



Date:  January 12, 1998                 By:  /s/ C. Troy Woodbury, Jr.
                                          ------------------------------
                                             C. Troy Woodbury, Jr.
                                             Treasurer and Chief
                                             Financial Officer
                                             (Principal Financial and
                                             Accounting Officer)

                                       15