SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
(Amendment No. )

Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]

Check the appropriate box:

|_| Preliminary Proxy Statement
|_| Confidential, for Use of the Commission Only
(as permitted by Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
|_| Definitive Additional Materials
|_| Soliciting Material Pursuant to 240.14a-12

WEGENER CORPORATION
(Name of Registrant as Specified in Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

[X] No fee required.
|_| Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

(1) Title of each class of securities to which transaction applies:

(2) Aggregate number of securities to which transaction applies:

(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which
the filing fee is calculated and state how it was determined):

(4) Proposed maximum aggregate value of transaction:

(5) Total fee paid:

|_| Fee paid previously with preliminary materials.

|_| Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.

1) Amount Previously Paid:

2) Form, Schedule or Registration Statement No.:

3) Filing Party:

4) Date Filed:

WEGENER CORPORATION

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD TUESDAY, JANUARY 25, 2005

To the Stockholders:

The Annual Meeting of Stockholders of WEGENER CORPORATION, a Delaware
corporation, will be held at its home office at 11350 Technology Circle, Duluth,
Georgia 30097, on Tuesday, January 25, 2005 at 7:00 p.m., Eastern Standard Time,
for the following purposes:

(a) To elect three Class I directors to hold office until the 2008
Annual Meeting of Stockholders or until their successors shall have
been elected and qualified;

(b) To consider ratification of the appointment of BDO Seidman, LLP as
auditors for fiscal year 2005; and

The Board of Directors has fixed December 10, 2004 as the record date for
the determination of stockholders entitled to vote at the Annual Meeting of
Stockholders. Only stockholders of record at the close of business on that date
will be entitled to notice of and to vote at the meeting. The stock transfer
records of Wegener Corporation will not be closed.

A proxy statement and a proxy solicited by the Board of Directors,
together with a copy of the 2004 Annual Report to Stockholders, are enclosed
herewith. Stockholders are cordially invited to attend the Annual Meeting.
Whether or not you expect to attend the meeting in person, you are requested to
sign and date the enclosed proxy and return it as promptly as possible in the
accompanying envelope. If you attend the meeting, you may, if you wish, withdraw
your proxy and vote in person.

By Order of the Board of Directors

J. Elaine Miller
Secretary
Duluth, Georgia
December 21, 2004

PLEASE PROMPTLY COMPLETE AND RETURN THE
ENCLOSED PROXY IN THE ENVELOPE PROVIDED.

WEGENER CORPORATION
11350 Technology Circle
Duluth, Georgia 30097

PROXY STATEMENT

For the Annual Meeting of Stockholders to be Held on January 25, 2005

General

This Proxy Statement and the accompanying form of Proxy are being
furnished to the stockholders of Wegener Corporation (the "Company") on or about
December 21, 2004 in connection with the solicitation of proxies by the Board of
Directors of the Company for use at the Annual Meeting of Stockholders to be
held on Tuesday, January 25, 2005 at its home office at 11350 Technology Circle,
Duluth, Georgia 30097 at 7:00 p.m. local time and any postponement or
adjournment thereof. Any stockholder who executes and delivers a proxy may
revoke it at any time prior to its use by (i) giving written notice of
revocation to the Secretary of the Company; (ii) executing a proxy bearing a
later date; or (iii) appearing at the meeting and voting in person.

Unless otherwise specified, all shares represented by effective proxies
will be voted in favor of (i) election of the three nominees as directors; (ii)
the ratification of the selection of BDO Seidman, LLP to serve as the
independent public accountants for the Company for the fiscal year 2005; and
(iii) the transaction of such other business as may properly come before the
Annual Meeting or any postponement or adjournment thereof. The Board of
Directors does not know of any other business to be brought before the meeting,
but as to any such other business, proxies will be voted upon any such matters
in accordance with the best judgment of the person or persons acting thereunder
as to what is in the best interests of the Company.

The cost of soliciting proxies will be borne by the Company. In addition
to use of the mail, proxies may be solicited in person or by telephone or
telegram by directors and officers of the Company who will not receive
additional compensation for such services. Brokerage houses, nominees,
custodians and fiduciaries will be requested to forward soliciting material to
beneficial owners of stock held of record by them, and the Company will
reimburse such persons for their reasonable expenses in doing so.

Holders of record of outstanding shares of the common stock of the Company
at the close of business on December 10, 2004 are entitled to notice of and to
vote at the meeting. As of December 10, 2004, there were approximately
12,546,051 shares of common stock outstanding. A majority of the shares entitled
to vote, present in person or by proxy, shall constitute a quorum. Each
outstanding share of common stock is entitled to one vote.

When a quorum is present at the meeting, the affirmative vote of the
holders of a majority of the shares having voting power present in person or by
proxy shall decide the action proposed in each matter listed in the accompanying
Notice of Annual Meeting of Stockholders, except for the election of directors.
The directors are elected by a plurality of the votes cast by the holders of
shares present in person or by proxy and entitled to vote at a meeting of
stockholders at which a quorum is present. Abstentions and broker "non-votes"
will be counted as present in determining whether the quorum requirement is
satisfied. A "non-vote" occurs when a nominee holding shares for a beneficial
owner votes on one proposal pursuant to discretionary authority or instructions
from the beneficial owner, but does not vote on another proposal because the
nominee has not received instruction from the beneficial owner, and does not
have discretionary power. An abstention from voting by a stockholder on
proposals other than the election of directors and ratification of accountants
will have the same effect as a vote against such proposal. Broker "non-votes"
are not counted for purposes of determining whether proposals other than the
election of directors and ratification of accountants have been approved, which
will also have the same effect as a vote against such proposals.

SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain information as of December 10, 2004
with respect to ownership of the outstanding common stock of the Company by (i)
all persons known to the Company to own beneficially more than five percent (5%)
of the outstanding common stock of the Company, including their addresses, (ii)
each director, director nominee and executive officer of the Company and (iii)
all directors and executive officers of the Company as a group:

Amount
and
Nature of Percent
Director Beneficial of
Name Since Ownership(1) Class
---- -------- ------------ -------

Robert A. Placek 1987 1,965,987(2) 15.4%

C. Troy Woodbury, Jr 1989 245,084(3) 1.9%

Joe K. Parks 1992 37,900(4) *

Thomas G. Elliot 1998 33,800(5) *

Wendell H. Bailey 2003 13,000(5) *

Ned L. Mountain 2003 77,936(6) *

Phylis A. Eagle-Oldson 2004 10,000(5) *

David E. Chymiak N/A 1,115,845(7) 8.9%

Henry Partners, L.P., et al. (8) N/A 667,000(8) 5.3%

All executive officers and directors as a
group (7 persons) 2,383,707(9) 18.1%

- ----------
* Less than 1%

(1) Includes stock options currently exercisable or exercisable within 60 days
of the record date.

(2) Includes 29,267 shares held in a 401(k) plan and stock options to purchase
249,650 shares. Mr. Placek's business address is 11350 Technology Circle,
Duluth, Georgia 30097.

(3) Includes 22,759 shares held in a 401(k) plan and 205,825 shares subject to
stock options.

(4) Includes stock options to purchase 36,900 shares.

(5) Represents stock options to purchase common stock.

(6) Includes 6,389 shares held in a 401(k) plan and 52,500 shares subject to
stock options.

(7) The information regarding Mr. Chymiak is based solely on a Schedule 13G
filed by Mr. Chymiak with the Securities and Exchange Commission on
October 13, 2003. Mr. Chymiak's address is 1605 E. Iola, Broken Arrow,
Oklahoma 74102.

-2-

(8) All information is based solely upon a Schedule 13G dated May 5, 2004
filed by a group of reporting persons comprised of Henry Partners, L.P.,
Matthew Partners, L.P., The Coast Fund, L.P. and Henry Investment Trust,
L.P. ("HIT"). According to the Schedule 13G, Henry Partners, L.P.
possesses sole voting and dispositive powers with respect to 335,000
shares, or 2.7% of the outstanding common stock; Matthew Partners, L.P.
possesses sole voting and dispositive powers with respect to 107,000
shares, or 0.9% of the outstanding common stock; The Coast Fund, L.P.
possesses shared dispositive power with respect to 225,000 shares, or 1.8%
of the outstanding common stock; and HIT possesses sole voting power and
shared dispositive power (with The Coast Fund, L.P.) with respect to
225,000 shares, or 1.8% of the outstanding common stock. HIT is the
general partner of each of Henry Partners, L.P. and Matthew Partners, L.P.
HIT is also the manager of an account under an agreement with The Coast
Fund, L.P., which holds 225,000 shares of common stock of the Company.

(9) Includes 58,415 shares held in a 401(k) plan and 601,675 shares subject to
stock options.

-3-

AGENDA ITEM ONE
ELECTION OF DIRECTORS

The Company's Board of Directors presently consists of seven directors,
elected to staggered three-year terms.

On January 20, 2004, Phylis A. Eagle-Oldson was unanimously elected by the
Board of Directors as a Class I director following expansion of the Board of
Directors from six to seven members.

The terms of Ms. Eagle-Oldson, Joe K. Parks and C. Troy Woodbury, Jr. will
expire at the upcoming Annual Meeting of Stockholders. The independent directors
of the Company have nominated Ms. Eagle-Oldson and Messrs. Parks and Woodbury
for reelection as Class I directors of the Company to serve for a term of three
years, expiring in January 2008. Unless otherwise directed, the proxies will be
voted at the meeting for the election of the foregoing nominees or, in the event
of any unforeseen contingency, for a different person as substitute. Directors
are elected by a plurality of the votes cast by the holders of shares entitled
to vote in the election of directors at a meeting of stockholders at which a
quorum is present. THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE "FOR" THE
ELECTION OF THE FOREGOING NOMINEES.

Phylis A. Eagle-Oldson, age 55, Class I director, has served as a director
of the Company since January 20, 2004. Since 1999, Ms. Eagle-Oldson has served
as President and Chief Executive Officer of the Emma L. Bowen Foundation, a
media industry-sponsored initiative to develop diversity within the
telecommunications industry. From 1980 to 1999, Ms. Eagle-Oldson was employed by
National Cable and Telecommunications Association (NCTA), serving as its Vice
President, Administration and Finance, from 1985 to 1999.

C. Troy Woodbury, Jr., age 57, Class I director, has served as Treasurer
and Chief Financial Officer of the Company since June 1988, and as a director of
the Company since December 1989. He also has served as Treasurer and Chief
Financial Officer of WCI since September 1992, and as Senior Vice President of
Finance since March 2002. Mr. Woodbury served as Executive Vice President of WCI
from July 1995 to March 2002 and as Chief Operating Officer of WCI from
September 1992 to June 1998. Prior to joining the Company in 1988, Mr. Woodbury
served as Group Controller for Scientific-Atlanta, Inc. from March 1975 to June
1988.

Joe K. Parks, age 69, retired, Class I director, served as Laboratory
Director, Threat Systems Development Laboratory of the Georgia Tech Research
Institute, a department of the Georgia Institute of Technology, from 1980 to
July 1996. Mr. Parks continues to serve as a part-time consultant to the
Research Institute. The principal business of the Threat Systems Development
Laboratory is to design and manufacture radar systems which simulate enemy
threats. Mr. Parks has served as a director of the Company since May 1992.

The directors whose terms do not expire at the upcoming Annual Meeting are
as follows:

Robert A. Placek, age 66, Class II director, has served as a director of
the Company since August 1987, as Chairman of the Board of Directors since May
1994 and as President and Chief Executive Officer since August 1987. Mr. Placek
served as President of WCI from 1979 to June 1998 and from March 2002 to the
present. He has served as Chairman of the Board and Chief Executive Officer and
a director of WCI since 1979. His term of office expires in January 2006.

-4-

Wendell H. Bailey, age 58, Class II director, has served as a director of
the Company since February 2003. Since 1998, Mr. Bailey has served as Chief
Technologist, Advanced Broadband Technology, of National Broadcasting Company,
Inc. (NBC). From 1981 through 1997, Mr. Bailey served as Vice President, Science
and Technology, of National Cable Television Association (NCTA). His term of
office expires in January 2006.

Thomas G. Elliot, age 62, Class III director, has served as a director of
the Company since September 1998 and as Senior Vice President, Technical
Projects, at CableLabs (Cable Television Laboratories, Inc.), a research and
development consortium of cable television system operators representing most of
the cable subscribers in North America, since July 1997. From 1993 to July 1997,
Mr. Elliot served as a Senior Vice President of Telecommunications, Inc. His
term of office expires in January 2007.

Ned L. Mountain, age 56, Class III director, has served as a director of
the Company since May 2003. Mr. Mountain has been Executive Vice President of
WCI since March 2002. He served as Senior Vice President of Business Development
of WCI from 1996 to March 2002, and as Vice President European Operations of WCI
in 1994 and 1995. Mr. Mountain held numerous sales and marketing positions with
WCI from 1981 to 1994, and served as Corporate Senior Engineer of UA-Columbia
Cablevision from 1979 to 1981. His term of office expires in January 2007.

CORPORATE GOVERNANCE AND BOARD MATTERS

Board Independence

The Board of Directors presently consists of seven members. The Board of
Directors has determined that Ms. Eagle-Oldson and Messrs. Bailey, Elliot and
Parks have no relationship with the Company that would interfere with the
exercise of independent judgment in carrying out the responsibilities of a
director and that such individuals are independent under the rules and listing
standards of the Nasdaq Stock Market ("NASDAQ").

Committees of the Board of Directors

The Board of Directors has standing Audit, Executive and Compensation, and
Incentive Plan Committees. The Board of Directors does not have a standing
nominating committee. See "Nomination of Directors."

The Audit Committee is composed of Ms. Eagle-Oldson and Messrs. Elliot,
Parks and Bailey and held four meetings during the fiscal year ended September
3, 2004. The members of the Audit Committee are independent, as such term is
defined by NASDAQ listing standards. The function of the Audit Committee is to
oversee the accounting and financial reporting processes of the Company and the
audits of the financial statements of the Company, and to perform such other
functions as described in the Audit Committee Charter of the Company. The Audit
Committee considers the scope, approach, effectiveness and recommendations of
the audit performed by the independent accountants; determines and prescribes
limits upon the types of non-audit professional services that may be provided by
the independent accountants without adverse effect on the independence of such
accountants; recommends the appointment of independent accountants; and
considers significant accounting methods adopted or proposed to be adopted.

-5-

The Executive and Compensation Committee ("Compensation Committee") is
composed of Ms. Eagle-Oldson and Messrs. Bailey and Elliot and did not meet
during the fiscal year ended September 3, 2004. The function of the Executive
and Compensation Committee is to consider and approve compensation arrangements
for the Company's senior management and the adoption of any benefit plans in
which officers and directors are eligible to participate.

The Incentive Plan Committee is composed of Ms. Eagle-Oldson and Messrs.
Bailey and Elliot and acted three times by unanimous written consent during the
fiscal year ended September 3, 2004. The Incentive Plan Committee is responsible
for recommending the key employees who will receive awards under the 1988
Incentive Plan, the 1989 Directors' Incentive Plan and the 1998 Incentive Plan
("Incentive Plans"), the award amount or number of shares of stock to be
granted, and the terms and conditions of each award.

Audit Committee Financial Expert

The Board of Directors of the Company has determined that Phylis
Eagle-Oldson qualifies as an "audit committee financial expert," as such term is
currently defined by the Securities and Exchange Commission ("SEC"). Ms.
Eagle-Oldson is "independent" as that term is defined under the rules and
listing standards of NASDAQ. The Board of Directors has also determined that
each current member of the Audit Committee has past employment experience or
background which results in such individual's financial sophistication as
required by NASDAQ, including, but not limited to, the ability to understand
generally accepted accounting principles ("GAAP"), financial statements and
internal controls and procedures, as well as the ability to assess the general
application of GAAP. Each member of the Audit Committee understands Audit
Committee functions, and the Board of Directors believes that the members of the
Audit Committee possess the requisite knowledge and experience to adequately
perform their duties under the Audit Committee Charter.

Meetings of the Board of Directors

The Board of Directors of the Company held six meetings and acted four
times by unanimous written consent during the fiscal year ended September 3,
2004. During fiscal 2004, each director attended at least 75% of all meetings of
the Board of Directors and Committee(s) on which he or she served.

Compensation of Directors

During fiscal 2004, the Board of Directors approved compensation
arrangements for non-employee directors. Each non-employee director is paid an
annual retainer of $5,000, and for each meeting of the Board of Directors or any
committee of the Board on which a non-employee director serves, such director is
paid $1,000 for attendance in person and $300 for attendance by telephone
conference. Directors are reimbursed for reasonable out-of-pocket expenses.
Pursuant to the Company's 1998 Incentive Plan, each non-employee director
receives an option to purchase 3,000 shares of Common Stock on the last day of
December of each year at an exercise price equal to the fair market value on
such date. These options are exercisable for ten years. On December 31, 2003,
each of Messrs. Bailey, Elliot and Parks was granted an option to purchase 3,000
shares, respectively, at an exercise price of $2.08.

-6-

Compensation Committee Interlocks and Insider Participation in Compensation
Decisions

During early fiscal 2004, the Executive and Compensation Committee was
comprised of Mr. Bailey, Mr. Elliot and Robert A. Placek. Mr. Placek is Chairman
of the Board, President and Chief Executive Officer of the Company. In December
2003, Mr. Placek resigned from this Committee. See "Report of the Executive and
Compensation Committee on Executive Compensation."

Nomination of Directors

The Board of Directors does not have a separately constituted Nominating
Committee and, consequently, has no Nominating Committee Charter. The Board of
Directors is presently comprised of seven members, four of whom are
"independent" within the meaning the Nasdaq Director Independence Standards. The
Board believes that it is appropriate under circumstances where the Board is
comprised of only seven members not to have a separate Nominating Committee.
Only the independent members of the Board of Directors participate in the
consideration of director nominees for election to the Board of Directors of the
Company and director nominees are nominated by a majority vote of the
independent directors. Generally, director nominees shall be persons of sound
ethical character, be able to represent all stockholders fairly, have no
material conflicts of interest, have demonstrated professional achievement, have
meaningful business experience and an understanding and appreciation of the
major business issues facing the Company. The Board of Directors does not have a
formal process for identifying and evaluating nominees for director, but will
assess the composition of the Board on a regular and continuing basis and
utilize both internal and external resources as it deems necessary or desirable
to identify and evaluate potential nominees. Absent special circumstances, the
independent members of the Board of Directors will continue to nominate
qualified incumbent directors whom the independent directors believe will
continue to make important contributions to the Board of Directors.

The Board of Directors will consider for possible nomination qualified
nominees recommended by stockholders. Stockholders who wish to propose a
qualified nominee for consideration shall submit complete information as to the
identity and qualifications of that person to the Secretary of the Company at
11350 Technology Circle, Duluth, Georgia 30097. The Bylaws of the Company
provide that no nomination submitted by a stockholder will be submitted to a
stockholder vote at an annual meeting unless the Secretary of the Company has
received written notice of the nomination on or prior to the date which is 60
days prior to the first anniversary of the date on which the Company first
mailed proxy materials for the prior year's annual meeting. Such notice must
include the following:

(i) the name and address of the nominating stockholder;

(ii) a representation that the stockholder is a stockholder of the Company
and intends to appear in person or by proxy at the meeting to nominate the
person or persons specified in the notice;

(iii) such information regarding each nominee as would have been required
to be included in a proxy statement filed pursuant to Regulation 14A under the
Securities Exchange Act of 1934 (or pursuant to any successor act or regulation)
had proxies been solicited with respect to such nominee by the Board;

-7-

(iv) a description of all arrangements or understandings among the
stockholder and each nominee and any other person or persons (naming such person
or persons) pursuant to which the nomination or nominations are to be made by
the stockholder;

(v) the written consent of each nominee to serve as a director of the
Company if so elected; and

(vi) such other information as may be required by applicable law or
regulation.

Ms. Phylis A. Eagle-Oldson is standing for election by stockholders for
the first time at the 2005 Annual Meeting. Ms. Eagle-Oldson was originally
identified as a possible candidate by one of the independent members of the
Board of Directors, and following interviews with each member of the Board of
Directors (either in person or by telephone conference), the Board of Directors
unanimously voted to elect Ms. Eagle-Oldson to the Board. The independent
members of the Board of Directors have nominated Ms. Eagle-Oldson for election
at the 2005 Annual Meeting.

Stockholder Communications with the Board

The Board of Directors has implemented a process for stockholders to send
communications to the Board. Any stockholder desiring to communicate with the
Board, or with specific individual directors, may do so by writing to the
Secretary of the Company at 11350 Technology Circle, Duluth, Georgia 30097. The
Secretary of the Company shall promptly forward all such communications to the
Board or such individual directors.

Although the Company does not have a formal policy with regard to Board
members' attendance at Annual Meetings, it is the Company's practice
historically to hold a meeting of the Board of Directors prior to each year's
Annual Meeting of Stockholders, and therefore the Company's directors generally
attend the Annual Meeting of Stockholders following the Board meeting. All
directors of the Company attended the 2004 Annual Meeting of Stockholders.

Code of Ethics

The Company has adopted a Code of Business Conduct and Ethics which is
applicable to all directors, officers and employees of the Company and its
subsidiaries. A copy of the Company's Code of Business Conduct and Ethics has
been filed with the Securities and Exchange Commission as an exhibit to its
Annual Report on Form 10-K for the year ended August 29, 2003 and such Code is
posted on the Company's website at www.wegener.com.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Securities Exchange Act of 1934 requires the
Company's directors, certain officers and persons who own more than 10% of the
outstanding common stock of the Company to file with the Securities and Exchange
Commission reports of changes in ownership of the common stock of the Company
held by such persons. Officers, directors and greater than 10% stockholders are
also required to furnish the Company with copies of all forms they file under
this regulation. To the Company's knowledge, based solely on a review of copies
of such reports furnished to the Company and representations that no other
reports were required, during fiscal 2004, all Section 16(a) filing requirements
were complied with by its officers and directors, except as follows: Robert
Placek, Troy Woodbury and Ned Mountain each filed one Form 4 late reporting one
transaction with respect to the grant of a stock option.

-8-

EXECUTIVE COMPENSATION

The following table provides certain summary information concerning
compensation paid or accrued by the Company to or on behalf of the Company's
Chief Executive Officer and each other executive officer of the Company or WCI
whose total annual salary and bonus exceeded $100,000 (the "Named Executive
Officers") for the fiscal years ended September 3, 2004, August 29, 2003 and
August 30, 2002.

SUMMARY COMPENSATION TABLE

Long Term
Compensation
--------------------------
Annual Compensation Awards
- --------------------------------------------------------------------------------------- --------------------------
Securities
Name Other Restricted Underlying All
and Annual Stock Options/ Other
Principal Fiscal Salary Bonus Compensation Award(s) SARs Compensation
Position Year ($)(a) ($) ($) ($) (#) ($)(b)
- ---------------------------------------------------------------------------------------------------------------------------------

Robert A. Placek 2004 182,522 500 -0- -0- 50,000 25,017
Chairman of the Board, 2003 179,078 500 -0- -0- -0- 23,428
President and Chief 2002 179,078 -0- -0- -0- 84,150 22,468
Executive Officer; Director

C. Troy Woodbury, Jr. 2004 133,951 500 -0- -0- 25,000 7,962
Treasurer and Chief 2003 131,424 500 -0- -0- -0- 6,373
Financial Officer; 2002 131,424 -0- 58,339(c) -0- 89,575 5,413
Director

Ned L. Mountain 2004 142,692 500 -0- -0- 50,000 5,088
Executive Vice President 2003 138,269 500 -0- -0- -0- 3,830
of WCI 2002 110,000 -0- 13,351(d) -0- 20,000 2,750

- ----------
(a) Salary for fiscal 2004 reflects a 53-week fiscal year, compared to a
52-week year in fiscal 2003 and 2002.
(b) Represents amounts contributed by the Company pursuant to the Company's
401(k) plan and life insurance premiums paid by the Company, as follows:

Name Fiscal Year Insurance Premiums 401(k) Contributions
---- ----------- ------------------ --------------------
Robert A. Placek 2004 $17,055 $7,962
2003 17,055 6,373
2002 17,055 5,413

C. Troy Woodbury, Jr. 2004 -0- 7,962
2003 -0- 6,373
2002 -0- 5,413

Ned L. Mountain 2004 -0- 5,088
2003 -0- 3,830
2002 -0- 2,750

-9-

Stock Option Plans

The following options were granted to the Named Executive Officers during
the fiscal year ended September 3, 2004 under the Company's Incentive Plans:

Option Grants in Last Fiscal Year

Individual Grants

% of Total Potential Realizable Value
Options at Assumed Annual Rates of
Shares Granted to Exercise Stock Price Appreciation for
Underlying Employees in Price Option Term(2)
Options Fiscal Per Expiration ----------------------------
Name Granted(1) Year Share Date 5% 10%
---- ------- ------- ----- ---- --- ---

Robert A. Placek 50,000 9.8% $2.21 12/16/13 $69,493 $176,109

C. Troy Woodbury, Jr. 25,000 4.9% 2.21 12/16/13 34,746 88,054

Ned L. Mountain 50,000 9.8% 2.21 12/16/13 69,493 176,109

- ----------
(1) These options become exercisable at the rate of 25% annually beginning
December 15, 2004.
(2) The dollar amounts under these columns represent the potential realizable
value of each grant of option assuming that the market price of the
Company's Common Stock appreciates in value from the date of grant at the
5% and 10% annual rates prescribed by the Securities and Exchange
Commission and are not intended to forecast possible future appreciation,
if any, of the price of the Company's Common Stock.

The following table provides certain information concerning each exercise
of stock options under the Company's Incentive Plans during the fiscal year
ended September 3, 2004, by the Named Executive Officers and the fiscal year end
value of unexercised options held by such persons:

Aggregated Option Exercises in Last Fiscal Year
and Fiscal Year End Option Values

Value ($) of
Number of Securities Unexercised
Underlying In-the-Money
Unexercised Options Options at Fiscal
at Fiscal Year End Year End
Shares Acquired Value Exercisable/ Exercisable/
Name on Exercise (#) Realized ($) Unexercisable Unexercisable(1)
---- --------------- ------------ -------------------- ----------------

Robert A. Placek 0 0 237,150/50,000 25,245/ 0

C. Troy Woodbury, Jr. 0 0 199,575/25,000 30,073/ 0

Ned L. Mountain 10,000 5,510 40,000/50,000 9,200/ 0

- ----------
(1) The market value of the Company's common stock on September 3, 2004 was
$1.30 per share. The actual value, if any, an executive may realize will
depend upon the amount by which the market price of the Company's common
stock exceeds the exercise price when the options are exercised.

-10-

Equity Compensation Plan Information

The following table summarizes information as of September 3, 2004
regarding the Company's common stock reserved for issuance under the Company's
equity compensation plans.

Number of Securities
Remaining Available for
Weighted-Average Future Issuance Under
Number of Securities to Exercise Price the Plans (Excluding
be Issued Upon Exercise of Outstanding Securities Reflected in
of Outstanding Options Options Column (a))
Plan Category (a) (b) (c)
- ------------------------------------ ------------------------- ------------------ --------------------------

Equity Compensation Plans Approved 1,527,781 $1.65 495,419
by Security Holders
Equity Compensation Plans 100,000 $5.63 - 0 -
Not Approved by Security
Holders(1)

TOTAL 1,627,781 $1.89 495,419

- ----------
(1) Represents a compensation arrangement pursuant to an agreement with a
third party to provide a national financial relations program for the
Company, which agreement terminated in fiscal 2001.

Retention Agreements

On May 2, 2003, following the approval and recommendation of a committee
of the Board of Directors consisting solely of independent directors, Wegener
entered into retention agreements with each of the Named Executive Officers and
certain of its other key employees. Under the agreements with the Named
Executive Officers, in the event of a change in control of Wegener, each such
officer will be entitled to receive a cash payment of 2.5 times his annual
salary and continued insurance benefits for a period of 30 months.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

See "Compensation Committee Interlocks and Insider Participation in
Compensation Decisions" which describes certain business relationships between
the Company and certain of its directors.

Notwithstanding anything to the contrary set forth in any of the Company's
previous filings under the Securities Act of 1933, as amended, or the Securities
Exchange Act of 1934, as amended, that might incorporate future filings,
including this proxy statement, in whole or in part, the Audit Committee Report,
the Report of the Board of Directors on Executive Compensation and the
Stockholder Return Performance Graph shall not be incorporated by reference into
any such filings.

-11-

AUDIT COMMITTEE REPORT

For the fiscal year ended September 3, 2004, the Audit Committee has
reviewed and discussed the audited financial statements with management, has
discussed with the independent auditors the matters required to be discussed by
SAS 61 and has received the written disclosures and a letter from the
independent accountants required by Independence Standards Board Standard No. 1
(Independence Discussions with Audit Committees). The Audit Committee has
discussed with the independent accountants the independence of the independent
accountants. Based on the foregoing meetings, reviews and discussions, the Audit
Committee recommended to the Board of Directors that the audited financial
statements for fiscal 2004 be included in the Company's Annual Report on Form
10-K for filing with the Securities and Exchange Commission.

This report is submitted by each member of the Company's Audit Committee,
as follows:

- --------------------------------------------------------------------------------
PHYLIS A. EAGLE-OLDSON, CHAIRPERSON THOMAS G. ELLIOT
WENDELL H. BAILEY JOE K. PARKS
- --------------------------------------------------------------------------------

The Board of Directors of the Company has adopted a written charter for
the Audit Committee, a copy of which was included as an appendix to the
Company's Proxy Statement for the 2004 Annual Meeting. The members of the Audit
Committee are independent, as such term is defined by Rule 4200(a)(14) of the
National Association of Securities Dealers' listing standards.

REPORT OF THE EXECUTIVE AND COMPENSATION COMMITTEE
ON EXECUTIVE COMPENSATION

The Company has an Executive and Compensation Committee ("Committee")
comprised of three non-employee directors of the Company. The Committee is
responsible for the review of the performance of the Chief Executive Officer as
well as the other executive officers of the Company. The performance of the
Chief Executive Officer and the other executive officers of the Company is
reviewed in light of the performance of the Company and the Company's working
capital position and prospects. The Committee does not assign relative weights
to the factors considered in setting compensation, but rather considers all
factors as a whole. In determining compensation levels, the Committee has not
set specific performance targets for officers to attain in order to earn any
specific component of compensation.

In past years, the Committee and the Board of Directors have considered
other companies in the telecommunications industry and reviewed, to the extent
such information was available, the compensation paid to the chief executive
officer and other executive officers of those companies. As a result of such
review, the Board of Directors has concluded that the compensation levels of the
Company's Chief Executive Officer and other executive officers are in the lower
range of compensation paid by comparably situated companies. There have been no
material increases in salary or bonus paid to the Named Executive Officers in
the past three fiscal years.

During fiscal 2003, a committee of the Board consisting solely of
independent directors approved the Company entering into retention agreements
with each of the Named Executive Officers and certain of its other employees
pursuant to which the Named Executive Officers will be entitled to receive a
cash payment of 2.5 times his annual salary and continued insurance benefits for
a period of 30 months in the event of a change in control of the Company.

-12-

At the present time, the Company maintains its 1998 Incentive Plan for the
purpose of awarding options and other compensation to its directors, executive
officers and other key employees. Stock options were granted to the Named
Executive Officers during fiscal 2004 as described herein under "Stock Option
Plans."

The Company's future compensation policies will be developed in light of
the Company's profitability and with the goal of rewarding members of management
for their contributions to the Company's success.

Wendell H. Bailey Phylis A. Eagle-Oldson Thomas G. Elliot

-13-

STOCKHOLDER RETURN PERFORMANCE GRAPH

Set forth below is a line graph comparing the yearly percentage change in
the cumulative total stockholder return on the Company's common stock against
the cumulative total return of the Nasdaq Stock Market (U.S. Companies) and the
Index for the Nasdaq Telecommunications Stocks for the period of five fiscal
years commencing September 4, 1999 and ending September 3, 2004. The graph
assumes that the value of the investment in the Company's common stock and each
index was $100 on September 3, 1999.

[PERFORMANCE GRAPH]

Cumulative Total Return
----------------------------------------------------------------
9/3/99 9/1/00 8/31/01 8/30/02 8/29/03 9/3/04

WEGENER CORPORATION $100.00 $139.31 $41.14 $56.00 $138.86 $74.29
NASDAQ STOCK MARKET (U.S.) 100.00 176.26 64.34 50.28 57.07 60.25
NASDAQ TELECOMMUNICATIONS 100.00 133.08 43.75 27.29 47.22 48.67

-14-

AGENDA ITEM TWO
APPOINTMENT OF AUDITORS

The firm of BDO Seidman, LLP, registered public accountants, audited the
financial statements of the Company for the fiscal year ended September 3, 2004.
The Audit Committee of the Board of Directors has selected this same firm to
audit the financial statements of the Company for the current fiscal year and
proposes that the stockholders ratify this selection at the Annual Meeting.
Neither such firm nor any of its members or associates has or has had during the
past year any financial interest in the Company, direct or indirect, or any
relationship with the Company other than in connection with their professional
engagement.

Stockholder ratification of this appointment is not required. Management
has submitted this matter to the stockholders because it believes the
stockholders' views on the matter should be considered, and if the proposal is
not approved, management may reconsider the appointment. Representatives of BDO
Seidman, LLP are expected to be present at the Annual Meeting to respond to
stockholders' questions and will have an opportunity to make any statements they
consider appropriate.

Principal Accountant Fees and Services. The following is a summary of the
fees and expenses billed to the Company by BDO Seidman, LLP for professional
services rendered for the fiscal years ended September 3, 2004 and August 29,
2003, all of which were approved by the Audit Committee:

Fee Category Fiscal 2004 Fees Fiscal 2003 Fees
- ------------ ---------------- ----------------

Audit Fees ......................... $159,900 $132,348
Audit-Related Fees ................. 12,538 17,587
Tax Fees ........................... 15,000 15,000
All Other Fees ..................... -- --
-------- --------

Total Fees ......................... $187,438 $164,935
======== ========

Audit Fees. Consists of fees billed for professional services rendered for
the audit of the Company's consolidated financial statements and review of the
interim consolidated financial statements included in quarterly reports and
services that are normally provided by BDO Seidman, LLP in connection with
statutory and regulatory filings or engagements.

Audit-Related Fees. Consists of fees billed for assurance and related
services that are reasonably related to the performance of the audit or review
of the Company's consolidated financial statements and are not reported under
"Audit Fees." These services include meetings and consultation on various
accounting matters ($9,538) and progress billing on audit of employee benefit
plan ($3,000) in 2004; and meetings and consultation on various accounting
matters ($10,087) and audit of employee benefit plan ($7,500) in 2003.

Tax Fees. Consists of fees billed for professional services for tax
compliance, tax advice and tax planning.

All Other Fees. None.

-15-

Audit Committee Pre-Approval Policies and Procedures

The Audit Committee has developed a pre-approval policy for the audit and
permissible non-audit services to be provided by the independent auditors. These
services may include audit services, audit-related services, tax services and
other services. The pre-approval policy is detailed as to the particular service
or category of services and is generally subject to a specific budget. The
independent auditors and management are required periodically to report to the
Audit Committee regarding the extent of services provided by the independent
auditors in accordance with this pre-approval, and the fees for the services
performed to date. The Audit Committee can also pre-approve particular services
on a case-by-case basis.

Recommendation of the Board of Directors

The Board of Directors recommends that the stockholders vote FOR the
ratification of the appointment of BDO Seidman, LLP to serve as the Company's
independent auditors for the fiscal year ending September 2, 2005.

AVAILABILITY OF ANNUAL REPORT TO STOCKHOLDERS AND
REPORT ON FORM 10-K

Additional information concerning the Company, including financial
statements of the Company, is provided in the Company's 2004 Annual Report to
Stockholders (which includes the Annual Report on Form 10-K) that accompanies
this proxy statement. The Company's Annual Report on Form 10-K for the year
ended September 3, 2004, as filed with the Securities and Exchange Commission,
is available to stockholders who make a written request therefor to Mr. James T.
Traicoff, Controller, at the offices of the Company, 11350 Technology Circle,
Duluth, Georgia 30097. Copies of exhibits filed with that report or referenced
therein will be furnished to stockholders of record upon request and payment of
the Company's expenses in furnishing such documents. These documents and other
information may also be accessed from the Company's website at www.wegener.com.

STOCKHOLDERS' PROPOSALS FOR 2006 ANNUAL MEETING

Stockholders may submit proposals appropriate for stockholder action at
the Company's Annual Meeting consistent with the regulations of the Securities
and Exchange Commission. Proposals by stockholders intended to be presented at
the 2006 Annual Meeting must be received by the Company no later than August 19,
2005 in order to be included in the Company's proxy materials for that meeting.
Such proposals should be directed to Wegener Corporation, Attention: Corporate
Secretary, 11350 Technology Circle, Duluth, Georgia 30097. In connection with
the Company's Annual Meeting of Stockholders to be held in 2006, if the Company
does not receive notice of a matter or proposal to be considered by November 1,
2005, then the persons appointed by the Board of Directors to act as the proxies
for such Annual Meeting (named in the form of proxy) will be allowed to use
their discretionary voting authority with respect to any such matter or proposal
at the Annual Meeting, if such matter or proposal is raised at that Annual
Meeting. Any such proposals must comply in all respects with the rules and
regulations of the Securities and Exchange Commission.

-16-

GENERAL

The cost of this proxy solicitation will be paid by the Company.
Solicitations will be made by mail but in some cases may also be made by
telephone or personal call of officers, directors or regular employees of the
Company who will not be specially compensated for such solicitation. The Company
will also pay the cost of supplying necessary additional copies of the
solicitation material and the Company's Annual Report to Stockholders for
beneficial owners of shares held of record by brokers, dealers, banks and voting
trustees and their nominees, and upon request, the Company will pay the
reasonable expenses of record holders for mailing such materials to the
beneficial owners.

Management knows of no other matters to be acted upon at the meeting.
However, if any other matter is lawfully brought before the meeting, the shares
covered by your proxy will be voted thereon in accordance with the best judgment
of the persons acting under such proxy.

In order that your shares may be represented if you do not plan to attend
the meeting, and in order to assure a required quorum, please sign, date and
return your proxy promptly. In the event you are able to attend, we will, if you
request, cancel the proxy.

By Order of the Board of Directors,

J. Elaine Miller
Secretary
December 21, 2004

-17-

WEGENER CORPORATION

This Proxy is solicited on behalf of the Board of Directors for use at the
2005 Annual Meeting of Stockholders to be held on January 25, 2005 at 7:00 p.m.,
Eastern Standard Time.

The undersigned hereby appoints Robert A. Placek and C. Troy Woodbury, Jr.
and each of them, attorneys and proxies with full power to each of substitution,
to vote in the name of and as proxy for the undersigned at the Annual Meeting of
Stockholders of Wegener Corporation (the "Company") to be held on Tuesday,
January 25, 2005 at 7:00 p.m., local time, at the offices of the Company, 11350
Technology Circle, Duluth, Georgia 30097, and at any adjournment thereof,
according to the number of votes that the undersigned would be entitled to cast
if personally present, on the following matters:

(1) To elect the following nominees as Class I directors to serve until the
2008 Annual Meeting of Stockholders and until their successors are elected
and qualified:

Phylis A. Eagle-Oldson Joe K. Parks C. Troy Woodbury, Jr.

|_| FOR the nominees listed above |_| WITHHOLD AUTHORITY to
(except as indicated to the contrary below) vote for the nominees

(To withhold authority to vote for any individual nominee(s), write that
nominee's name(s) on the line below:)

--------------------------------------------------------------------------

(2) To ratify the appointment of BDO Seidman, LLP as auditors for the Company
and its subsidiaries for the fiscal year 2005; and

|_| FOR |_| AGAINST |_| ABSTAIN

(3) To transact and to vote in favor of or against such other business as may
properly come before the meeting or any adjournment thereof.

PROPERLY EXECUTED PROXIES WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY THE
UNDERSIGNED. IF NO SUCH DIRECTIONS ARE GIVEN, SUCH PROXIES WILL BE VOTED FOR THE
NOMINEES REFERRED TO IN PARAGRAPH (1), FOR THE PROPOSITION REFERRED TO IN
PARAGRAPH (2), AND IN THE DISCRETION OF THE PROXIES WITH RESPECT TO ANY MATTERS
UNDER PARAGRAPH (3).

The undersigned revokes all prior
proxies to vote the shares covered by
this proxy.

----------------------------------------
Signature

Date:
-----------------------------------
(When signing as attorney, executor,
administrator, trustee or guardian,
please give title as such. If
stockholder is a corporation, corporate
name should be signed by an authorized
officer and the corporate seal affixed.
For joint accounts, each joint owner
should sign.)

PLEASE SIGN, DATE AND MAIL THIS PROXY PROMPTLY IN THE ENCLOSED REPLY ENVELOPE
WHICH REQUIRES NO POSTAGE IF MAILED IN THE UNITED STATES.