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 June 2, 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                               11,818,283 Shares
----------------------------                           -------------------------
           Class                                       Outstanding June 26, 2000

<PAGE>

                      WEGENER CORPORATION AND SUBSIDIARIES
                  Form 10-Q For the Quarter Ended June 2, 2000

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

Item 1.  Consolidated Financial Statements

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

         Consolidated Statements of Operations
         (Unaudited) - Three and Nine Months Ended
         June 2, 2000 and May 28, 1999 ........................................4

         Consolidated Balance Sheets - June 2,
         2000 (Unaudited) and September 3, 1999 ...............................5

         Consolidated Statements of Shareholders' Equity
         (Unaudited) - Nine Months Ended June 2,
         2000 and May 28, 1999 ................................................6

         Consolidated Statements of Cash Flows
         (Unaudited) - Nine Months Ended June 2,
         2000 and May 28, 1999 ................................................7

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

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

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

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 ....................................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 June 2, 2000; the consolidated  statements
of  shareholders'  equity as of June 2, 2000 and May 28, 1999; the  consolidated
statements  of  operations  for the three and nine months ended June 2, 2000 and
May 28, 1999; and the consolidated  statements of cash flows for the nine months
ended June 2, 2000 and May 28,  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  unaudited  statements  for the 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                 Nine months ended
                                                        JUNE 2,          May 28,          JUNE 2,          May 28,
                                                         2000             1999             2000             1999
--------------------------------------------------------------------------------------------------------------------
<S>                                                  <C>              <C>              <C>              <C>
Revenues                                             $  4,585,371     $  7,049,500     $ 18,769,890     $ 20,541,706
--------------------------------------------------------------------------------------------------------------------
Operating costs and expenses
    Cost of products sold                               4,380,015        4,472,989       13,677,581       13,317,249
    Selling, general, and administrative                2,070,160        1,281,114        5,185,841        3,673,863
    Research and development                              844,330          789,162        2,294,803        2,147,282
--------------------------------------------------------------------------------------------------------------------
Operating costs and expenses                            7,294,505        6,543,265       21,158,225       19,138,394
--------------------------------------------------------------------------------------------------------------------
Operating income (loss)                                (2,709,134)         506,235       (2,388,335)       1,403,312
    Interest expense                                      (21,357)         (33,130)         (69,289)        (111,513)
    Interest income                                       108,159           72,300          306,099          248,217
--------------------------------------------------------------------------------------------------------------------
Earnings (loss) before income taxes                    (2,622,332)         545,405       (2,151,525)       1,540,016

Income tax expense (benefit)                             (979,000)         202,000         (795,000)         570,000
--------------------------------------------------------------------------------------------------------------------
Net earnings (loss)                                  $ (1,643,332)    $    343,405     $ (1,356,525)    $    970,016
====================================================================================================================
Net earnings (loss) per share
    Basic                                            $       (.14)    $        .03     $       (.12)    $        .08
    Diluted                                          $       (.14)    $        .03     $       (.12)    $        .08
====================================================================================================================
Shares used in per share
  calculation
    Basic                                              11,836,065       11,764,308       11,793,858       11,905,732
    Diluted                                            11,836,065       11,933,309       11,793,858       12,058,425
====================================================================================================================
</TABLE>

See accompanying notes to consolidated financial statements.

                                       4
<PAGE>

                      WEGENER CORPORATION AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>
                                                                        JUNE 2,       September 3,
                                                                         2000             1999
--------------------------------------------------------------------------------------------------
ASSETS                                                                (UNAUDITED)

Current assets
<S>                                                                  <C>              <C>
    Cash and cash equivalents                                        $  7,314,491     $  8,858,591
    Accounts receivable                                                 4,233,278        2,618,296
    Inventories                                                         8,304,496        6,488,813
    Deferred income taxes                                               1,537,000        1,325,000
    Other                                                                 154,774          263,090
--------------------------------------------------------------------------------------------------
         Total current assets                                          21,544,039       19,553,790

Property and equipment                                                  4,238,844        4,242,588
Capitalized software costs                                              1,259,139        1,100,747
Deferred income taxes                                                      30,000               --
Other assets                                                               33,686           56,690
--------------------------------------------------------------------------------------------------
                                                                     $ 27,105,708     $ 24,953,815
==================================================================================================
LIABILITIES AND SHAREHOLDERS' EQUITY

Current liabilities
    Accounts payable                                                 $  4,072,474     $  2,018,149
    Accrued expenses                                                    2,174,796        1,554,572
    Customer deposits                                                   2,012,067          884,066
    Current maturities of long-term obligations                           742,086        1,119,835
--------------------------------------------------------------------------------------------------
          Total current liabilities                                     9,001,423        5,576,622

Long-term obligations, less current maturities                                 --           85,424
Deferred income taxes                                                     573,000          512,000
--------------------------------------------------------------------------------------------------
          Total liabilities                                             9,574,423        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                                         19,787,218       19,492,570
    Retained earnings (deficit)                                        (1,260,744)          95,781
    Less treasury stock, at cost                                       (1,118,335)        (931,728)
--------------------------------------------------------------------------------------------------

         Total shareholders' equity                                    17,531,285       18,779,769
--------------------------------------------------------------------------------------------------
                                                                     $ 27,105,708     $ 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               --             --         63,172             --          86,339          80,169
    Treasury stock repurchased                     --             --             --             --        (316,500)       (579,000)
    Net earnings for the nine months               --             --             --        970,016              --              --
----------------------------------------------------------------------------------------------------------------------------------
BALANCE, at May 28, 1999                   12,314,575    $   123,146    $19,470,589    $   852,524        (588,707)    $  (831,757)
==================================================================================================================================

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               --             --        193,554             --         228,167         211,863
    Treasury stock repurchased                     --             --             --             --         (99,000)       (398,470)
    Value of stock options granted
       for services                                --             --        101,094             --              --              --

    Net (loss) for the nine months                 --             --             --     (1,356,525)             --              --
----------------------------------------------------------------------------------------------------------------------------------
BALANCE, AT JUNE 2, 2000                   12,314,575    $   123,146    $19,787,218    $(1,260,744)       (503,292)    $(1,118,335)
==================================================================================================================================
</TABLE>

See accompanying notes to consolidated financial statements.

                                       6
<PAGE>

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

<TABLE>
<CAPTION>
                                                           Nine months ended
                                                        JUNE 2,          May 28,
                                                         2000             1999
----------------------------------------------------------------------------------
CASH PROVIDED (USED) BY OPERATING ACTIVITIES
<S>                                                  <C>              <C>
    Net earnings (loss)                              $ (1,356,525)    $    970,016
    Adjustments to reconcile net earnings to
           cash provided by operating activities
        Depreciation and amortization                   1,287,370        1,205,191
        Bad debt allowance                                 45,000          125,000
        Warranty reserves                                  50,000          150,000
        Inventory reserves                                600,000          250,000
        Non-cash expenses                                 101,094               --
        Issuance of treasury stock for
            compensation expenses                         142,384          130,044
    Deferred income taxes                                (181,000)        (231,750)
    Changes in assets and liabilities
            Accounts receivable                        (1,659,982)         159,128
            Inventories                                (2,415,683)         670,133
            Other assets                                  102,437         (156,929)
            Accounts payable and accrued expenses       2,624,549         (178,323)
            Customer deposits                           1,128,001           43,342
----------------------------------------------------------------------------------
                                                          467,645        3,135,852
----------------------------------------------------------------------------------
CASH (USED) BY INVESTMENT ACTIVITIES
    Property and equipment expenditures                  (872,075)        (533,828)
    Capitalized software additions                       (541,060)        (302,342)
----------------------------------------------------------------------------------
                                                       (1,413,135)        (836,170)
----------------------------------------------------------------------------------
CASH PROVIDED (USED) BY FINANCING ACTIVITIES
    Proceeds from long-term debt                               --        1,359,508
    Purchase of treasury stock                           (398,470)        (579,000)
    Repayment of long-term debt and capitalized
        lease obligations                                (463,173)      (1,818,249)
    Proceeds from stock options exercised                 263,033           13,297
----------------------------------------------------------------------------------
                                                         (598,610)      (1,024,444)
----------------------------------------------------------------------------------
Increase (decrease) in cash and cash equivalents       (1,544,100)       1,275,238
Cash and cash equivalents, beginning of period          8,858,591        6,492,760
----------------------------------------------------------------------------------
Cash and cash equivalents, end of period             $  7,314,491     $  7,767,998
==================================================================================
Supplemental disclosure of cash flow information:
    Cash paid during the nine months for:
          Interest                                   $     69,289     $    121,586
          Income taxes                               $     38,500     $    240,000
==================================================================================
</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  (loss) 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:

                                               JUNE 2,         September 3,
                                                2000               1999
                                            -----------        -----------
                                            (UNAUDITED)

          Accounts receivable - trade       $ 3,661,835        $ 2,675,022
          Other receivables                     181,734            115,859
          Recoverable income taxes              614,000                 --
                                            -----------        -----------
                                              4,457,569          2,790,881

          Less allowance for
               doubtful accounts               (224,291)          (172,585)
                                            -----------        -----------

                                            $ 4,233,278        $ 2,618,296
                                            ===========        ===========

Note 3    Inventories

          Inventories are summarized as follows:

                                               JUNE 2,         September 3,
                                                2000               1999
                                            -----------        -----------
                                            (UNAUDITED)

          Raw material                     $  3,626,453        $  2,845,784
          Work-in-process                     3,046,842           3,146,479
          Finished goods                      4,429,695           2,695,044
                                           ------------        ------------
                                             11,102,990           8,687,307

          Less inventory reserves            (2,798,494)         (2,198,494)
                                           ------------        ------------

                                           $  8,304,496        $  6,488,813
                                           ============        ============

Note 4    Income Taxes

          For the nine  months  ended,  June 2,  2000,  income  tax  benefit  of
          $795,000  was  comprised  of a current  federal  and state  income tax
          benefit of $558,000 and $56,000,  respectively, and a deferred federal
          and state tax  benefit  of  $173,000  and  $8,000,  respectively.  Net
          deferred  tax assets  increased  $181,000  in the first nine 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  (loss) per
share computations.

<TABLE>
<CAPTION>
                                                                         Three months ended
                                       --------------------------------------------------------------------------------
                                                       JUNE 2, 2000                             May 28, 1999
                                       ----------------------------------------     -----------------------------------
                                                                          PER                                     Per
                                        EARNINGS           SHARES        SHARE       Earnings        Shares      share
                                       (NUMERATOR)      (DENOMINATOR)    AMOUNT     (Numerator)  (Denominator)   amount
                                       -----------      -------------    ------     -----------  -------------   ------
<S>                                    <C>               <C>             <C>         <C>          <C>            <C>
Net earnings (loss)                    $(1,643,332)                                  $343,405
                                       ===========                                   ========
Basic:
    Net earnings (loss) available
        to common shareholders         $(1,643,332)      11,836,065      $(0.14)     $343,405     11,764,308     $ 0.03
                                                                         ======                                  ======
Effect of dilutive potential
    common shares:
        Stock options                           --               --                        --        169,001
                                       -----------       ----------                  --------     ----------
Diluted:
    Net earnings (loss) available
        to common shareholders
        plus assumed conversions       $(1,643,332)      11,836,065      $(0.14)     $343,405     11,933,309     $ 0.03
                                       ===========       ==========      ======      ========     ==========     ======

<CAPTION>
                                                                          Nine months ended
                                       --------------------------------------------------------------------------------
                                                       JUNE 2, 2000                             May 28, 1999
                                       ----------------------------------------     -----------------------------------
                                                                          PER                                     Per
                                        EARNINGS           SHARES        SHARE       Earnings        Shares      share
                                       (NUMERATOR)      (DENOMINATOR)    AMOUNT     (Numerator)  (Denominator)   amount
                                       -----------      -------------    ------     -----------  -------------   ------
<S>                                    <C>               <C>             <C>         <C>          <C>            <C>
Net earnings (loss)                    $(1,356,525)                                  $970,016
                                       ===========                                   ========
Basic:
    Net earnings (loss) available
        to common shareholders         $(1,356,525)      11,793,858      $(0.12)     $970,016     11,905,732     $ 0.08
                                                                         ======                                  ======
Effect of dilutive potential
    common shares:
        Stock options                           --               --                        --        152,693
                                       -----------       ----------                  --------     ----------
Diluted:
    Net earnings (loss) available
        to common shareholders
        plus assumed conversions       $(1,356,525)      11,793,858      $(0.12)     $970,016     12,058,425     $ 0.08
                                       ===========       ==========      ======      ========     ==========     ======
</TABLE>

                                       10
<PAGE>

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

<TABLE>
<CAPTION>
                                 Three months ended              Nine months ended
                            ----------------------------    ----------------------------
                               JUNE 2,         May 28,         JUNE 2,         May 28,
                                2000            1999            2000            1999
                            ------------    ------------    ------------    ------------
<S>                         <C>             <C>             <C>             <C>
Common stock options:
Number of shares               1,243,500           6,000       1,243,500           6,000
Range of exercise prices    $.75 TO 5.63    $       1.78    $.75 TO 5.63    $       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             Nine months ended
                                   ----------------------------    ----------------------------
                                      JUNE 2,         May 28,         JUNE 2,         May 28,
                                       2000            1999            2000            1999
                                   ------------    ------------    ------------    ------------
Product Line
<S>                                <C>             <C>             <C>             <C>
    Direct Broadcast Satellite     $  3,619,556    $  5,823,791    $ 16,281,911    $ 17,606,276
    Telecom and Custom Products         846,086       1,041,586       2,168,501       2,354,697
    Service                             119,729         184,123         319,478         580,733
                                   ------------    ------------    ------------    ------------

                                   $  4,585,371    $  7,049,500    $ 18,769,890    $ 20,541,706
                                   ============    ============    ============    ============
</TABLE>

Revenues by geographic areas are as follows:

<TABLE>
<CAPTION>
                                        Three months ended             Nine months ended
                                   ----------------------------    ----------------------------
                                      JUNE 2,         May 28,         JUNE 2,         May 28,
                                       2000            1999            2000            1999
                                   ------------    ------------    ------------    ------------
Geographic Area
<S>                                <C>             <C>             <C>             <C>
    United States                  $  4,383,880    $  6,594,060    $ 15,887,249    $ 17,928,101
    Latin America                        27,318         102,697       1,956,406         329,497
    Canada                                7,844          20,225          28,876       1,575,583
    Europe                              151,839         264,393         504,365         539,875
    Other                                14,490          68,125         392,994         168,650
                                   ------------    ------------    ------------    ------------

                                   $  4,585,371    $  7,049,500    $ 18,769,890    $ 20,541,706
                                   ============    ============    ============    ============
</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  periods'  revenues are as
follows:

                           Three months ended             Nine months ended
                       ---------------------------   ---------------------------
                          JUNE 2,        May 28,        JUNE 2,        May 28,
                           2000           1999           2000           1999
                       ------------   ------------   ------------   ------------

          Customer 1        (A)           27.3%           (A)           23.5%
          Customer 2        (A)            (a)           19.4%           (a)
          Customer 3       14.4%          15.2%           (A)           10.1%
          Customer 4        (A)            (a)            (A)           10.0%
          Customer 5       15.3%           (a)            (A)            (a)

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

NOTE 7    STOCK OPTIONS

On January 25,  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.  For the three and nine
month periods ended June 2, 2000, charges of $74,000 and $101,000, respectively,
were included in selling,  general and administrative expenses. At June 2, 2000,
options for 100,000 shares were vested.

                                       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 NINE MONTHS ENDED JUNE 2, 2000 COMPARED TO THREE AND NINE MONTHS ENDED
MAY 28, 1999

The  operating  results for the three and nine month  periods ended June 2, 2000
were a net  loss  of  $(1,643,000)  or  $(0.14)  per  share  and a net  loss  of
$(1,357,000) or ($0.12) per share,  respectively,  compared to $343,000 or $0.03
per share and $970,000 or $0.08 per share, respectively,  for the three and nine
month periods ended May 28, 1999.

REVENUES - The  Company's  revenues for the three months ended June 2, 2000 were
$4,585,000,  down 35.0% from revenues of  $7,050,000  for the three months ended
May 28, 1999.  Revenues were $18,770,000 for the nine months ended June 2, 2000,
down 8.6% from revenues of $20,542,000 for the nine months ended May 28, 1999.

Direct Broadcast  Satellite (DBS) revenues decreased  $2,204,000 or 37.8% in the
third quarter of fiscal 2000 to $3,620,000 from $5,824,000 in the same period of
fiscal 1999. The decrease was due to delayed purchasing decisions in the digital
satellite  transmission market segment.  Industry-wide new product introductions
as well as increased  pricing  competition  contributed to the expanded range of
choices  available  to buyers.  Telecom and  Customer  Products  Group  revenues
decreased $196,000 or 18.8% in the third quarter of fiscal 2000 to $846,000 from
$1,042,000  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 June 2, 2000, two customers accounted for approximately 15.3%
and 14.4% of total revenues.

                                       13
<PAGE>

For the nine months ended June 2, 2000,  DBS revenues  decreased  $1,324,000  or
7.5% to $16,282,000 from $17,606,000 for the nine months ended May 28, 1999. The
decrease  was due to  delayed  purchasing  decisions  in the  digital  satellite
transmission market segment.  Industry-wide new product introductions as well as
increased  pricing  competition  contributed  to the  expanded  range of choices
available to buyers.  For the nine months ended June 2, 2000, Telecom and Custom
Product Group revenues  decreased $186,000 or 7.9% to $2,169,000 from $2,355,000
for the nine months  ended May 28,  1999.  The  decrease was mainly due to lower
levels of shipments of cue and control equipment. For the nine months ended June
2, 2000, one customer accounted for approximately  19.4% of total revenues.  The
Company's backlog is comprised of undelivered,  firm customer orders,  which are
scheduled to ship within eighteen months.  WCI's total backlog was approximately
$11.4  million at June 2, 2000,  compared to $15.7  million at September 3, 2000
and $5.3  million at May 28,  1999.  The Company  expects the fourth  quarter of
fiscal 2000 to result in a smaller loss than the third  quarter.  The first half
of fiscal 2001 is expected to show  improvements  in operating  results.  Future
quarterly  operating  results  may  fluctuate  due to the  timing of  receipt of
orders.

GROSS PROFIT MARGINS - The Company's gross profit margin  percentages  were 4.5%
and 27.1% for the three and nine month  periods  ended June 2, 2000  compared to
36.5% and 35.2% for the three and nine month periods  ended May 28, 1999.  Gross
profit margin dollars decreased $2,371,000 and $2,132,000 for the three and nine
month periods  ended June 2, 2000 from the same periods ended May 28, 1999.  The
decreases in margin  dollars and  percentages  were mainly due to lower revenues
during the periods which  resulted in higher unit fixed overhead  costs.  Profit
margins  in the  three  and nine  month  periods  of fiscal  2000  included:  1)
inventory  reserve  charges of $500,000  and  $600,000  compared to $100,000 and
$250,000  for the same  periods of fiscal  1999 and 2)  warranty  provisions  of
$50,000 and $50,000  compared to $150,000  and  $150,000 for the same periods of
fiscal 1999.

SELLING, GENERAL AND ADMINISTRATIVE - Selling, general and administrative (SG&A)
expenses  increased  $789,000 or 61.6% to $2,070,000  for the three months ended
June 2, 2000 from  $1,281,000  for the three months ended May 28, 1999.  For the
nine months ended June 2, 2000 SG&A  expenses  increased  $1,512,000 or 41.2% to
$5,186,000 from $3,674,000 for the same period ended May 28, 1999. The three and
nine  month  increases  were  primarily  due to  higher  levels of  selling  and
marketing  expenses,  outside sales agent commissions,  software  implementation
costs,  maintenance,  professional and investor  relations fees and depreciation
expenses.  The Company expects aggregate SG&A expenses to decrease in subsequent
quarters  from third  quarter  fiscal 2000 levels.  As a percentage of revenues,
SG&A  expenses  were 45.1% and 27.6% for the three and nine month  periods ended
June 2, 2000  compared to 18.2% and 17.9% for the same  periods of fiscal  1999.
The  increases in  percentages  for the three and nine months ended June 2, 2000
compared to the three and nine months ended May 28, 1999 were  primarily  due to
lower revenues.

RESEARCH AND  DEVELOPMENT  - Research and  development  expenditures,  including
capitalized  software  development  costs,  were $996,000 and $2,836,000 for the
three and nine month  periods  ended  June 2, 2000,  compared  to  $909,000  and
$2,449,000 for the same periods of fiscal 1999. Capitalized software development
costs  amounted to $152,000 and  $541,000  for the third  quarter and first nine
months of fiscal 2000  compared to $120,000 and $302,000 for the same periods of
fiscal 1999. The increases in  expenditures  for the three and nine months ended
June 2, 2000 are  primarily  due to  increases  in  engineering  consulting  and
personnel  costs.  The  increases  in  capitalized  software  costs  are  due to
increased   expenditures  on  COMPEL  network  control   software  and  software
associated with new digital video products.  Research and development  expenses,
excluding capitalized software expenditures,  were $844,000 or 18.4% of revenues
and  $2,295,000 or 12.2% of revenues for the three and nine months ended June 2,
2000  compared  to  $789,000 or 11.2% of  revenues  and  $2,147,000  or 10.5% of
revenues for the same periods of fiscal 1999.

                                       14
<PAGE>

INTEREST EXPENSE - Interest expense  decreased  $12,000 to $21,000 for the three
months  ended June 2, 2000 from $33,000 for the three months ended May 28, 1999.
For the nine months ended June 2, 2000,  interest expense  decreased  $42,000 to
$69,000 from $112,000 for the same period ended May 28, 1999.  The decreases for
the three and nine month fiscal 2000 periods were primarily due to a decrease in
the average outstanding balance of indebtedness.

INTEREST  INCOME - Interest  income was  $108,000 and $306,000 for the three and
nine months  ended June 2, 2000,  respectively  compared to $72,000 and $248,000
for the same  periods  ended  May 28,  1999.  The  increases  were due to higher
average  cash  equivalent  balances  during  the  periods  and  an  increase  in
investment yields.

INCOME TAX EXPENSES - For the nine months ended June 2, 2000, income tax benefit
of $795,000 was comprised of a federal and state  current  income tax benefit of
$558,000 and $56,000,  respectively, and a federal and state deferred income tax
benefit of $173,000 and $8,000, respectively.  Net deferred tax assets increased
$181,000 in the first nine months of fiscal 2000.

LIQUIDITY AND CAPITAL RESOURCES
NINE MONTHS ENDED JUNE 2, 2000

During the first  nine  months of fiscal  2000,  operating  activities  provided
$468,000 of cash. Net losses adjusted for non-cash expenses provided $688,000 of
cash, while changes in customer deposits,  accounts payable and accrued expenses
provided  $3,753,000 of cash.  Changes in accounts  receivable,  inventories and
other assets,  used  $3,973,000 of cash.  Cash used by investing  activities for
property and  equipment  expenditures  and  capitalized  software  additions was
$1,413,000.  Financing activities used cash of $463,000 for scheduled repayments
of long-term  obligations and $370,000 for repurchase of common stock.  Proceeds
from exercised stock options provided $263,000 of cash.

Net accounts receivable  increased $1,615,000 to $4,233,000 at June 2, 2000 from
$2,618,000 at September 3, 1999. The increase was due to 1) a higher  percentage
of  shipments  occurring  in the last month of the third  quarter of fiscal 2000
compared to the same  period of fiscal  1999,  2) a delay in  payments  from two
customers, and 3) a recoverable income tax provision of $614,000 at June 2, 2000
compared to none at September 3, 1999.

Inventory before reserves,  increased  $2,416,000 to $11,103,000 at June 2, 2000
from  $8,687,000  at  September  3, 1999.  The  increase was due to 1) a planned
production  increase of certain  digital video  products to provide for "off the
shelf"  availability,  2)  increased  inventory  associated  with a new UNITY500
receiver scheduled for fourth quarter production and shipment, and 3) lower than
expected shipments.

WCI  maintains a loan facility  with a bank which  provides a maximum  available
credit limit of  $10,000,000  with  sublimits as defined.  Subsequent to June 2,
2000,  WCI renewed the loan facility which matured on June 21, 2000. The renewed
loan  facility  matures on June 21, 2003 or upon  demand and  requires an annual
facility fee of $27,500 plus an additional .5% 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 (9.5% at June 2, 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

                                       15
<PAGE>

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 June 2,
2000, outstanding balances on real property advances aggregated $621,000, and no
balances were outstanding on the revolving line of credit or equipment term loan
portions  of the loan  facility.  Additionally,  at June 2, 2000,  approximately
$3,257,000 was available to borrow under the advance formulas.

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 the remainder of
fiscal 2000 and 2001.

On January 25, 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  approximately
$445,000 over the eighteen month term of the  agreement.  For the three and nine
month   periods   ending  June  2,  2000,   charges  of  $74,000  and  $101,000,
respectively,  were included in selling, general and administrative expenses. At
June 2, 2000, options for 100,000 shares were vested.

On January 28, 1999 the Board of Directors  approved a stock repurchase  program
authorizing  the  repurchase  of up to one million  shares of its common  stock.
During the third  quarter of fiscal 2000, 99,000  shares  were  purchased  at an
average price of $4.00 bringing the cumulative  repurchase  shares to 485,500 at
an average price of $2.27.

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
June 2, 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 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 June 2, 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:  July 17, 2000                    By: /s/ Robert A. Placek
                                            ----------------------
                                                Robert A. Placek
                                                President
                                                (Principal Executive Officer)


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