EXHIBIT 32.2

  CERTIFICATION OF CHIEF FINANCIAL OFFICER REGARDING PERIODIC REPORT CONTAINING
 FINANCIAL STATEMENTS PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

I, C. Troy Woodbury,  Jr., the Chief  Financial  Officer of Wegener  Corporation
(the "Company"),  in compliance with 18 U.S.C. Section 1350, as adopted pursuant
to Section 906 of the  Sarbanes-Oxley  Act of 2002,  hereby certify that, to the
best of my  knowledge,  the  Company's  Quarterly  Report  on Form  10-Q for the
quarter ended May 28, 2004 (the "Report") filed with the Securities and Exchange
Commission:

      o     fully  complies with the  requirements  of Section 13(a) or 15(d) of
            the Securities Exchange Act of 1934; and

      o     the  information  contained in the Report  fairly  presents,  in all
            material respects, the financial condition and results of operations
            of the Company.

                                          /s/ C. Troy Woodbury, Jr.
                                          --------------------------------------
                                  NAME:   C. TROY WOODBURY, JR.
                                  TITLE:  TREASURER AND CHIEF FINANCIAL OFFICER
                                          (PRINCIPAL FINANCIAL OFFICER)
                                  DATE:   JULY 9, 2004