Exhibit 3.1

                            CERTIFICATE OF AMENDMENT
                                       OF
                          CERTIFICATE OF INCORPORATION
                                       OF
                            WEGENER CORPORATION, INC.

     Wegener Corporation (the "Corporation"), a corporation organized and 
existing under and by virtue of the General Corporation Law of the State of 
Delaware, DOES HEREBY CERTIFY:

     FIRST: That at a meeting of the Board of Directors of the Corporation 
resolutions were duly adopted setting forth a proposed amendment of the 
Certificate of Incorporation of the Corporation, declaring said amendment to 
be advisable and directing that said amendment be considered at the next 
annual meeting of the stockholders of the Corporation. The resolution setting 
forth the proposed amendment is as follows:

    RESOLVED: That Article four of the Certificate of Incorporation, as 
heretofore added to or amended by certificates filed pursuant to law, is 
amended to read in its entirety as follows:

 "FOURTH: AUTHORIZED SHARES. The Corporation shall have the authority to 
issue Twenty Million (20,000,000) shares of common stock having a par value 
of $.01 per share, designated "Common Stock." The holders of Common Stock 
shall be entitled to elect all the members of the Board of Directors of the 
Corporation, and such holders shall be entitled to vote as a class on all 
matters required or permitted to be submitted to the stockholders of the 
Corporation."

     SECOND: That thereafter, pursuant to resolution of its Board of 
Directors, the annual meeting of stockholders of the Corporation was duly 
called and held, upon notice in accordance with Section 222 of the General 
Corporation Law of the State of Delaware, at which meeting the necessary 
number of shares as required by statute were voted in favor of the amendment.

     THIRD: That said amendment was duly adopted in accordance with the 
provisions of Section 242 of the General Corporation Law of the State of 
Delaware.

    FOURTH: That the capital of the Corporation shall not be reduced under or 
by reason of said amendment.

     IN WITNESS WHEREOF, Wegener Corporation has caused this Certificate of 
Amendment to be signed by its duly authorized officers, this 14th day of 
April, 1997.

                                      WEGENER CORPORATION
                                      A Delaware Corporation

                                      By: /s/ Robert A. Placek
                                          ---------------------------
                                          Robert A. Placek, President and Chief
                                                            Executive Officer

                                      Attest: /s/ J. Elaine Miller
                                              -----------------------
                                              J. Elaine Miller, Secretary

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