8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities and Exchange Act of 1934

Date of Report:(Date of earliest event reported): April 17, 2006

WEGENER CORPORATION

(Exact name of registrant as specified in its charter)

Delaware	0-11003	81-0371341
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)
11350 Technology Circle, Duluth, Georgia		30097
(Address of principal executive offices)		(Zip Code)
Registrant's telephone number, including area code:   (770) 623-0096
Not Applicable
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR240.13e-4(c))

TABLE OF CONTENTS

Item 2.02. Results of Operations and Financial Condition

Item 9.1. Financial Statements and Exhibits

SIGNATURES

EXHIBIT INDEX

EX-99.1 PRESS RELEASE

Table of Contents

Item 2.02 Results of Operations and Financial Condition

On April 17, 2006, Wegener Corporation issued a press release announcing its financial results for the three and six months ended March 3, 2006, and a copy of such press release is attached as Exhibit 99.1 to this report.

The information in the preceding paragraph, as well as Exhibit 99.1 referenced therein, shall not be deemed “filed” for purposes of Section 18 of the Securities and Exchange Act of 1934, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall be expressly set forth by specific reference.

Item 9.01 Financial Statements and Exhibits

(C)	Exhibits
	99.1 Press Release of Wegener Corporation issued April 17, 2006.

SIGNATURES

Pursuant to the requirements of the Securities and Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	Wegener Corporation
Date: April 18, 2006	By:	/s/ Robert A. Placek
		Robert A. Placek
		President and Chief Executive Officer

Exhibit Index

Exhibit Number

99.1 Press Release of Wegener Corporation, issued on April 17, 2006.

EX-99.1

EXHIBIT 99.1

FOR IMMEDIATE RELEASE

Wegener Corporation Reports Results for Second Quarter of Fiscal 2006

(April 17, 2006) - Wegener Corporation (Nasdaq: WGNR) a leading provider of products for television, audio and data distribution networks worldwide, today announced financial results for the second quarter ended March 3, 2006.

Revenues for the second quarter of fiscal 2006 were $4.6 million compared to $6.3 million for the same period in fiscal 2005. Revenues for the first half of fiscal 2006 were $9.6 million compared to $12.7 million for the first half of fiscal 2005. Net loss for the three months ended March 3, 2006, was $(1,102,000) or $(0.09) per share compared to net earnings of $128,000 or $0.01 per share for the three months ended March 4, 2005. Net loss for the first half of fiscal 2006, was $(1,744,000) or $(0.14) per share compared to net earnings of $240,000 or $0.02 per share for the first half of fiscal 2005.

WEGENER’s eighteen-month backlog was $15.9 million at March 3, 2006, compared to $10.1 million at September 2, 2005, and $13.1 million at March 4, 2005. The total multi-year backlog at March 3, 2006, was approximately $25.9 million compared to $23.9 million at September 2, 2005 and $28.4 million at March 4, 2005.

“Our new products for the telecom, radio broadcasting and private television network markets will be ready to begin shipments in the next few months,” stated Robert Placek, CEO and Chairman of Wegener Corporation. “With their release, we expect improved revenue levels and operating results in the second half compared to the first half of fiscal 2006. However, we continue to anticipate an operating loss for the majority of the fiscal year. During the second quarter, we announced several strategic contracts with customers such as BBC World Service and Auroras Entertainment for our new products.

“We continue to focus on applications for our iPump System. We see demand from additional broadcast and private network customers and our recent contract with BBC World Service demonstrates international potential for the radio specific system.”

“For the first time, we have licensed our Compel Network Control technology to Auroras Entertainment, a content aggregator for the telecom industry,” stated Ned Mountain, President and COO of WEGENER. “The contract will enable Auroras to handle complex sporting blackouts across their national IPTV network.” WEGENER also announced an order from Auroras for WEGENER IPTV settops.

WegenerCorporation will host a conference call to discuss its financial results at 4:30 P.M. Eastern Daylight Time, today,April 17, 2006. To join the conference call, dial 1-866-713-8563 or 1-617-597-5311, and enter participant code 66054106.

Wegener intends to discuss financial and other operational information on this conference call. This call is being webcast by Thomson/CCBN. It will be archived on WEGENER’s website at www.wegener.com and the replay will be available within one hour after the conference call.

ABOUT WEGENER

WEGENER (Wegener Communications, Inc.), a wholly-owned subsidiary of Wegener Corporation (Nasdaq: WGNR), is an international provider of digital solutions for video, audio, and IP data networks. Applications include IP data delivery, broadcast television, cable television, radio networks, business television, distance education, business music and financial information distribution. COMPEL, WEGENER's patented network control system provides networks with unparalleled ability to regionalize programming and commercials. COMPEL network control capability is integrated into WEGENER digital satellite receivers. WEGENER can be reached at +1.770.814.4000 or on the World Wide Web at www.wegener.com.

COMPEL, MEDIAPLAN, ENVOY, UNITY, and iPUMP are trademarks of WEGENER Communications, Inc. All Rights Reserved.

This news release may contain forward-looking statements within the meaning of applicable securities laws, including the Private Securities Litigation Reform Act of 1995, and the Company intends that such forward-looking statements are subject to the safe harbors created thereby.  Forward-looking statements may be identified by words such as "believes," "expects," "projects," "plans," "anticipates," and similar expressions, and include, for example, statements relating to expectations regarding  future sales, income and cash flows.  Forward-looking statements are based upon the Company’s current expectations and assumptions, which are subject to a number of risks and uncertainties including, but not limited to:  customer acceptance and effectiveness of recently introduced products, development of additional business for the Company’s digital video and audio transmission product lines, effectiveness of the sales organization, the successful development and introduction of new products in the future, delays in the conversion by private and broadcast networks to next generation digital broadcast equipment, acceptance by various networks of standards for digital broadcasting, the Company’s liquidity position and capital resources, general market conditions which may not improve during fiscal year 2006  and beyond, and success of the Company’s research and development efforts aimed at developing new products.  Discussion of these and other risks and uncertainties are provided in detail in the Company’s periodic filings with the SEC, including the Company’s most recent Annual Report on Form 10-K.  Since these statements involve risks and uncertainties and are subject to change at any time, the Company’s actual results could differ materially from expected results.  Forward-looking statements speak only as of the date the statement was made.  The Company does not undertake and specifically disclaims any obligation to update any forward-looking statements.

__________________________________

CONTACTS:

Troy Woodbury - Investor Relations

Melanie Charles - Public Relations

WEGENER

WEGENER CORPORATION AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(in $000's except share data)

	March 3,			September 2,
	2006			2005
Assets	(Unaudited)
Current assets
Cash	$	47		$	1,107
Accounts receivable		3,776			2,309
Inventories		4,214			3,957
Other		349			231
Total current assets		8,386			7,604
Property and equipment, net		2,394			2,521
Capitalized software costs, net		1,635			1,766
Other assets		847			911
	$	13,262		$	12,802
Liabilities and Shareholder's Equity
Current liabilities
Bank line of credit	$	731		$	—
Accounts payable		1,992			891
Accrued expenses		2,712			2,432
Customer deposits		1,619			1,554
Total current liabilities		7,054			4,877
Shareholders’ equity
Common stock, $.01 par value; 20,000,000 shares authorized; 12,579,051 and 12,579,051 shares respectively, issued and outstanding		126			126
Additional paid-in capital		19,920			19,892
Deficit		(13,838	)		(12,093	)
Total shareholders’ equity		6,208			7,925
	$	13,262		$	12,802

WEGENER CORPORATION AND SUBSIDIARIES

Summarized Operations Data

(in $000's except per share amounts)

(Unaudited)

	Three Months Ended					Six Months Ended
	March 3,			March 4,		March 3,			March 4,
	2006			2005		2006			2005
Revenue	$	4,580		$	6,337	$	9,564		$	12,743
(Loss) earnings before income taxes		(1,102	)		200		(1,744	)		374
Income tax expense		—			72		—			134
Net (loss) earnings	$	(1,102	)	$	128	$	(1,744	)	$	240
Net (loss) earnings per share
Basic	$	(0.09	)	$	0.01	$	(0.14	)	$	0.02
Diluted	$	(0.09	)	$	0.01	$	(0.14	)	$	0.02
Shares used in per share calculation
Basic		12,579			12,560		12,579			12,548
Diluted		12,579			12,887		12,579			12,806