As filed with the Securities and Exchange Commission on  February 11, 2000
                                                           Registration No. 333-
================================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   -----------
                                    FORM S-8
                             REGISTRATION STATEMENT
                                      Under
                           THE SECURITIES ACT OF 1933

                                   -----------
                         SPECTRUM SIGNAL PROCESSING INC.
             (Exact name of registrant as specified in its charter)

British Columbia, Canada                                          04-2976120
(State or other juris-                                         (I.R.S. Employer
diction of incorporation                                        Identification
or organization)                                                Number)

                               One Spectrum Court
                             200-2700 Production Way
                    Burnaby, British Columbia, Canada V5A 4X1
                            Telephone (604) 421-5422

    (Address, including zip code, and telephone number, including area code,
                  of registrant's principal executive offices)

       Spectrum Signal Processing Inc. 1995 Stock Option Plan, as amended

          Spectrum Signal Processing Inc. Employee Stock Purchase Plan
                            (full title of the plan)

                               Martin M. McConnell
                         Spectrum Signal Processing Inc.
                               One Spectrum Court
                             200-2700 Production Way
                    Burnaby, British Columbia, Canada V5A 4X1
                            Telephone (604) 421-5422
           (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)

       Copies of all communications, including all communications sent to
                   the agent for service, should be sent to:

                                Paul Jacobs, Esq.
                           Fulbright & Jaworski L.L.P.
                                666 Fifth Avenue
                            New York, New York 10103
                                 (212) 318-3000

                                   -----------

<PAGE>

<TABLE>
<CAPTION>

                         CALCULATION OF REGISTRATION FEE

      Title of Securities                                 Proposed maximum offering   Proposed maximum aggregate       Amount of
       to be registered          Amount to be registered      price per unit (1)          offering price (1)       registration fee
<S>                               <C>                      <C>                         <C>                         <C>
-------------------------------- ------------------------ --------------------------- ---------------------------- -----------------
Common Stock without par value   A maximum of 3,050,000       $4,469                    $13,630,450                 $3,598.44
per share                               shares (2)
-------------------------------- ------------------------ --------------------------- ---------------------------- -----------------
Common Stock without par value   A maximum of 250,000         $4,469                    $1,117,250                   $294.95
per share                               shares (3)
-------------------------------- ------------------------ --------------------------- ---------------------------- -----------------
</TABLE>

(1)      The price is  estimated in  accordance  with Rule  457(h)(1)  under the
         Securities  Act  of  1933,  as  amended,  solely  for  the  purpose  of
         calculating the registration  fee, based on the average of the high and
         low  prices  of the  Common  Stock as  reported  on the New York  Stock
         Exchange on February 8, 2000.

(2)      Shares to be issued  pursuant to the Spectrum  Signal  Processing  Inc.
         1995 Stock Option Plan.

(3)      Shares to be issued  pursuant to the Spectrum  Signal  Processing  Inc.
         Employee Stock Purchase Plan.


<PAGE>


                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

         In accordance  with the rules and  regulations  of the  Securities  and
Exchange Commission, the documents containing the information called for in Part
I of Form S-8 will be sent or given to (i)  individuals  who  participate in our
1995 Stock Option Plan and who consent to and execute our stock option agreement
(Exhibit  4.1) and (ii)  individuals  who  participate  in our  Employee  Stock
Purchase  Plan.  Such  information  is being filed with or included in this Form
S-8.

                                      II-1

<PAGE>


                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference

     The  following  documents  filed by Spectrum  Signal  Processing  Inc. (the
"Company") are incorporated herein by reference:

(a)  The  Company's  Registration  Statement  on Form F-3  (Registration  number
333-58115) filed on July 26, 1999 containing  audited  financial  statements for
the fiscal year ended December 31, 1998 and unaudited  financial  statements for
the three months ended March 31, 1998.

(b)  The  description of the Company's  Common Stock  contained in the Company's
Registration Statement on Form F-3 (Registration number 333-58115) filed on July
26, 1999.

(c)  The Company's Report on Form 6-K filed on August 17, 1999 and the Company's
report on Form 6-K filed on November 12, 1999.

         In addition to the foregoing,  all documents  subsequently filed by the
Company  pursuant  to  Sections  13(a),  13(c),  14 and 15(d) of the  Securities
Exchange  Act  of  1934,  prior  to the  filing  of a  post-effective  amendment
indicating  that all of the  securities  offered  hereunder  have  been  sold or
deregistering  all  securities  then  remaining  unsold,  shall be  deemed to be
incorporated by reference in this  Registration  Statement and to be part hereof
from the date of filing of such documents. Any statement contained in a document
incorporated by reference in this  Registration  Statement shall be deemed to be
modified or superseded for purposes of this Registration Statement to the extent
that a statement  contained herein or in any subsequently filed document that is
also incorporated by reference herein modifies or supersedes such statement. Any
statement so modified or superseded  shall not be deemed,  except as so modified
or superseded, to constitute a part of this Registration Statement.

Item 4.  Description of Securities

                  Not applicable.

Item 5.  Interests of Named Experts and Counsel

                  Not applicable.

                                      II-1

<PAGE>


Item 6.  Indemnification of Directors and Officers

         The Company Act (British  Columbia) provides as follows with respect to
indemnification of directors and officers:

         "Sec. 152. Indemnification.

         A company,  with the approval of the court,  may indemnify a person who
is a director  or former  director  of the  company  or is a director  or former
director of a corporation of which the company is or was a shareholder,  and the
person's  heirs and  personal  representatives,  against all costs,  charges and
expenses,  including  an amount  paid to settle an action or satisfy a judgment,
actually  and  reasonably  incurred by the person,  including  an amount paid to
settle an action or satisfy a judgment in a civil,  criminal  or  administrative
action or  proceeding  to which the  person is made a party  because of being or
having  been  a  director,  including  an  action  brought  by  the  company  or
corporation, if

         (a) the person acted honestly and in good faith with a view to the best
interests of the corporation of which the person is or was a director; and

         (b) in the case of a criminal or  administrative  action or proceeding,
the person had  reasonable  grounds for  believing  that the person  conduct was
lawful.

                  (1)The court, on the  application of a company,  director or a
former director, may make an order approving an indemnity under this section and
the court may make any further order it considers appropriate.

                  (2)On an application under subsection (2), the court may order
notice to be given to any interested person.

                  (3)A company  may  purchase  and  maintain  insurance  for the
benefit of a person referred to in this section  against any liability  incurred
by the person as a director or officer.

                  (4)Subsections (1) to (3) apply to officers or former officers
of a company or of a corporation of which the company is or was a shareholder."

         The   Company's   Articles   provide   as  follows   with   respect  to
indemnification of directors and officers:

         19.1 Subject to the provisions of the Company Act, the directors  shall
cause the Company to indemnify a director or former  director of the Company and
the directors  may cause the Company to indemnify a director or former  director
or a corporation of which the Company is or was a shareholder  and the heirs and
personal  representatives  of any such  person  against  all costs,  charges and
expenses,  including  an amount  paid to settle an action or satisfy a judgment,
actually  and  reasonable  incurred by him or them  including  an amount paid to
settle an action or satisfy a judgment in a civil,  criminal  or  administrative
action or  proceeding to which he is or they made a party be reason of his being
or having  been a director  of the  Company or a director  of such  corporation,
including  any action  brought  by the  Company  or any such  corporation.  Each
director of the Company on being  elected or  appointed  shall be deemed to have
contracted with the Company on the terms of the foregoing indemnity.

                                      II-2

<PAGE>


         19.2 Subject to the  provisions  of the Company Act, the  directors may
cause the Company to indemnify any officer,  employee or agent of the Company or
of a corporation  of which the Company is or was a shareholder  (notwithstanding
that he is also a director) and his heirs and personal  representatives  against
all costs, charges and expenses whatsoever incurred by him or them and resulting
from  his  acting  as an  officer,  employee  or agent  of the  Company  or such
corporation.  In  addition,  the Company  shall  indemnify  the  Secretary or an
Assistant  Secretary of the Company (if he shall not be a full time  employee of
the Company and  notwithstanding  that he is also a director) and his respective
heirs  and  legal  representatives  against  all  costs,  charges  and  expenses
whatsoever  incurred by him or them and arising out of the functions assigned to
the Secretary by the Company Act or these  Articles and each such  Secretary and
Assistant  Secretary  shall on being appointed be deemed to have contracted with
the Company on the terms of the foregoing indemnity.

         19.3 The failure of a director or officer of the Company to comply with
the  provisions of the Company Act or of the  Memorandum or these Articles shall
not invalidate any indemnity to which he is entitled under this Part.

         19.4 The  directors  may cause the  Company to  purchase  and  maintain
insurance  for the  benefit of any person who is or was  serving as a  director,
officer,  employee or agent of the Company or has a director,  officer, employee
or agent of any corporation of which the Company is or was a shareholder and his
heirs or personal  representatives against any liability incurred by him as such
director, officer, employee or agent.

         The Company's directors and officers are insured against losses arising
from any claim against them as such for wrongful  acts or omissions,  subject to
certain limitations.

Item 7.  Exemption from Registration Claimed

                  Not Applicable.

                                      II-3

<PAGE>


Item 8.  Exhibits

    4.1       Spectrum Signal Processing Inc. 1995 Stock Option Plan, as amended

    4.2       Form of Stock Option Agreement

    4.3       Spectrum Signal Processing Inc. Employee Stock Purchase Plan

       5      Opinion of Clark, Wilson

    23.1      Consent of Independent Auditors KPMG

    23.2      Consents Clark, Wilson (included in Exhibits)

      24      Power of Attorney (included in signature page)

Item 9.           Undertakings

(a)      The undersigned Registrant hereby undertakes that:

         (1)To file,  during any period in which offers or sales are being made,
a post-effective amendment of this registration statement:

               (i) To include any prospectus required by Section 10(a)(3) of the
          Securities Act of 1933;

               ii) To  reflect  in the  prospectus  any facts or events  arising
          after the effective  date of the  registration  statement (or the most
          recent post-effective amendment thereof) which, individually or in the
          aggregate, represent a fundamental change in the information set forth
          in the  registration  statement;  notwithstanding  the foregoing,  any
          increase  or decrease  in volume of  securities  offered (if the total
          dollar  value of  securities  offered  would not exceed that which was
          registered)  and  any  deviation  from  the  low  or  high  end of the
          estimated  maximum  offering  range  may be  reflected  in the form of
          prospectus  filed with the  Commission  pursuant to Rule 424(b) if, in
          the aggregate,  the changes in volume and price represent no more than
          a 20% change in the maximum aggregate  offering price set forth in the
          "Calculation of Registration Fee" table in the effective  registration
          statement; and

               (iii) To include any  material  information  with  respect to the
          plan of  distribution  not  previously  disclosed in the  registration
          statement  of  any  material   change  to  such   information  in  the
          registration statement;


provided,  however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
registration  statement is on Form S-3 or Form S-8, and the information required
to be included in a post-effective amendment by those paragraphs is contained in
periodic reports filed by the registrant  pursuant to Section 13 or 15(d) of the
Securities  Exchange  Act of 1934  that are  incorporated  by  reference  in the
registration statement.

                                      II-3

<PAGE>

        (2) For the purpose of  determining  any liability  under the Securities
Act  of  1933,  each  post-effective  amendment  shall  be  deemed  to  be a new
registration  statement  relating to the  securities  offered  therein,  and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

        (3) To remove from  registration by means of a post-effective  amendment
any of the securities being registered which remain unsold at the termination of
the offering.

(b) The Registrant  hereby  undertakes  that,  for purposes of  determining  any
liability  under the  Securities  Act of 1933,  each filing of the  registrant's
annual report pursuant to Section 13(a) or 15(d) of the Securities  Exchange Act
of 1934 that is incorporated by reference in the registration statement shall be
deemed to be a new  registration  statement  relating to the securities  offered
therein,  and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.

(c) Insofar as indemnification  for liabilities arising under the Securities Act
of 1933 may be permitted to directors,  officers, and controlling persons of the
Registrant pursuant to the foregoing  provisions,  or otherwise,  the Registrant
has been advised that in the opinion of the Securities  and Exchange  Commission
such  indemnification  is against  public policy as expressed in the Act and is,
therefore,  unenforceable. In the event that a claim for indemnification against
such liabilities  (other that the payment by the Registrant of expenses incurred
or paid by a director,  officer or  controlling  person of the Registrant in the
successful  defense of any  action,  suit or  proceeding)  is  asserted  by such
director,  officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction  the  question  of whether  such  indemnification  by it is against
public  policy  as  expressed  in the Act  and  will be  governed  by the  final
adjudication of such issue.

                                      II-5

<PAGE>


                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, as amended,
the registrant certifies that it has reasonable grounds to believe that it meets
all of the  requirements  for  filing  on  Form  S-8 and has  duly  caused  this
registration statement to be signed on its behalf by the undersigned,  thereunto
duly authorized, in Vancouver, British Columbia, Canada, on February 11, 1999.

                          Spectrum Signal Processing Inc.

                          /s/ Martin M. McConnell
                          -----------------------------------------------------
                          Martin M. McConnell

                          Vice President, Chief Financial Officer and Treasurer

                                      II-6

<PAGE>


                                POWER OF ATTORNEY

         KNOW ALL MEN BY THESE PRESENTS,  that each  individual  whose signature
appears  below  constitutes  and appoints  Martin  McConnell his true and lawful
attorney-in-fact  and agent with full power of substitution and  resubstitution,
for him and in his name, place and stead, in any and all capacities, to sign any
and all amendments  (including  post-effective  amendments) to this Registration
Statement,  and to file the same with all exhibits thereto, and all documents in
connection therewith, with the Securities and Exchange Commission, granting said
attorney-in-fact  and agent full power and  authority to do and perform each and
every  act and  thing  requisite  and  necessary  to be done  in and  about  the
premises, as fully to all intents and purposes as he or she might or could do in
person, hereby ratifying and confirming all that said attorney-in-fact and agent
or his substitute or substitutes,  may lawfully do or cause to be done by virtue
hereof.

                                      II-6

<PAGE>


         Pursuant to the requirements of the Securities Act of 1933, as amended,
this  Registration  Statement  has been signed by the  following  persons in the
capacities and on the dates indicated:

<TABLE>

          Signature                             Title                                 Date

<S>                                <C>                                             <C>
 /s/ Kenneth A. Spencer            Chair of the Board of Directors                 February 11, 2000
--------------------------------
 Kenneth A. Spencer


 /s/ Martin McConnell              Vice President, Chief Financial Officer and     February 11, 2000
--------------------------------   Treasurer ( principal executive officer and
Martin McConnell                   principal financial and accounting officer)



/s/ Barry W. Jinks                 Director                                        February 11, 2000
--------------------------------
 Barry W. Jinks


/s/ Pascal Spothelfer              President, Chief Executive Officer and          February 11, 2000
--------------------------------   Director
Pascal Spothelfer


/s/ Andrew Harries                 Director                                        February 11, 2000
--------------------------------
Andrew Harries


 /s/ John E. Brennan               Director                                        February 11, 2000
--------------------------------
John E. Brennan


/s/ Charles C. Johnston            Director                                        February 11, 2000
--------------------------------
Charles C. Johnston


/s/ Samuel Znaimer                 Director                                        February 11, 2000
--------------------------------
Samuel Znaimer



Authorized Representative
in the United States:

/s/ John  E. Brennan               Director                                         February 11, 2000
--------------------------------
John  E. Brennan



Attorney in Fact:

/s/ Martin M. McConnell                                                              February 11, 2000
--------------------------------
Martin M. McConnell

</TABLE>
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 21408}]
{"company-data": {"conformed-name": "SPECTRUM SIGNAL PROCESSING INC", "cik": "0000884455", "assigned-sic": "3670", "irs-number": "042976120", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-30136", "film-number": "534230"}, "business-address": {"street1": "8525 BAXTER PL", "city": "BURNABY BC CANADA V5", "state": "A1", "phone": "6044387266"}, "mail-address": {"street1": "8525 BAXTER PL", "city": "BURNABY BC", "state": "A1"}}
As filed with the Securities and Exchange Commission on  February 11, 2000
                                                           Registration No. 333-
================================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   -----------
                                    FORM S-8
                             REGISTRATION STATEMENT
                                      Under
                           THE SECURITIES ACT OF 1933

                                   -----------
                         SPECTRUM SIGNAL PROCESSING INC.
             (Exact name of registrant as specified in its charter)

British Columbia, Canada                                          04-2976120
(State or other juris-                                         (I.R.S. Employer
diction of incorporation                                        Identification
or organization)                                                Number)

                               One Spectrum Court
                             200-2700 Production Way
                    Burnaby, British Columbia, Canada V5A 4X1
                            Telephone (604) 421-5422

    (Address, including zip code, and telephone number, including area code,
                  of registrant's principal executive offices)

       Spectrum Signal Processing Inc. 1995 Stock Option Plan, as amended

          Spectrum Signal Processing Inc. Employee Stock Purchase Plan
                            (full title of the plan)

                               Martin M. McConnell
                         Spectrum Signal Processing Inc.
                               One Spectrum Court
                             200-2700 Production Way
                    Burnaby, British Columbia, Canada V5A 4X1
                            Telephone (604) 421-5422
           (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)

       Copies of all communications, including all communications sent to
                   the agent for service, should be sent to:

                                Paul Jacobs, Esq.
                           Fulbright & Jaworski L.L.P.
                                666 Fifth Avenue
                            New York, New York 10103
                                 (212) 318-3000

                                   -----------
CALCULATION OF REGISTRATION FEE

      Title of Securities                                 Proposed maximum offering   Proposed maximum aggregate       Amount of
       to be registered          Amount to be registered      price per unit (1)          offering price (1)       registration fee
-------------------------------- ------------------------ --------------------------- ---------------------------- -----------------
Common Stock without par value   A maximum of 3,050,000       $4,469                    $13,630,450                 $3,598.44
per share                               shares (2)
-------------------------------- ------------------------ --------------------------- ---------------------------- -----------------
Common Stock without par value   A maximum of 250,000         $4,469                    $1,117,250                   $294.95
per share                               shares (3)
-------------------------------- ------------------------ --------------------------- ---------------------------- -----------------
(1)      The price is  estimated in  accordance  with Rule  457(h)(1)  under the
         Securities  Act  of  1933,  as  amended,  solely  for  the  purpose  of
         calculating the registration  fee, based on the average of the high and
         low  prices  of the  Common  Stock as  reported  on the New York  Stock
         Exchange on February 8, 2000.

(2)      Shares to be issued  pursuant to the Spectrum  Signal  Processing  Inc.
         1995 Stock Option Plan.

(3)      Shares to be issued  pursuant to the Spectrum  Signal  Processing  Inc.
         Employee Stock Purchase Plan.
PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

         In accordance  with the rules and  regulations  of the  Securities  and
Exchange Commission, the documents containing the information called for in Part
I of Form S-8 will be sent or given to (i)  individuals  who  participate in our
1995 Stock Option Plan and who consent to and execute our stock option agreement
(Exhibit  4.1) and (ii)  individuals  who  participate  in our  Employee  Stock
Purchase  Plan.  Such  information  is being filed with or included in this Form
S-8.

                                      II-1
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference

     The  following  documents  filed by Spectrum  Signal  Processing  Inc. (the
"Company") are incorporated herein by reference:

(a)  The  Company's  Registration  Statement  on Form F-3  (Registration  number
333-58115) filed on July 26, 1999 containing  audited  financial  statements for
the fiscal year ended December 31, 1998 and unaudited  financial  statements for
the three months ended March 31, 1998.

(b)  The  description of the Company's  Common Stock  contained in the Company's
Registration Statement on Form F-3 (Registration number 333-58115) filed on July
26, 1999.

(c)  The Company's Report on Form 6-K filed on August 17, 1999 and the Company's
report on Form 6-K filed on November 12, 1999.

         In addition to the foregoing,  all documents  subsequently filed by the
Company  pursuant  to  Sections  13(a),  13(c),  14 and 15(d) of the  Securities
Exchange  Act  of  1934,  prior  to the  filing  of a  post-effective  amendment
indicating  that all of the  securities  offered  hereunder  have  been  sold or
deregistering  all  securities  then  remaining  unsold,  shall be  deemed to be
incorporated by reference in this  Registration  Statement and to be part hereof
from the date of filing of such documents. Any statement contained in a document
incorporated by reference in this  Registration  Statement shall be deemed to be
modified or superseded for purposes of this Registration Statement to the extent
that a statement  contained herein or in any subsequently filed document that is
also incorporated by reference herein modifies or supersedes such statement. Any
statement so modified or superseded  shall not be deemed,  except as so modified
or superseded, to constitute a part of this Registration Statement.

Item 4.  Description of Securities

                  Not applicable.

Item 5.  Interests of Named Experts and Counsel

                  Not applicable.

                                      II-1
Item 6.  Indemnification of Directors and Officers

         The Company Act (British  Columbia) provides as follows with respect to
indemnification of directors and officers:

         "Sec. 152. Indemnification.

         A company,  with the approval of the court,  may indemnify a person who
is a director  or former  director  of the  company  or is a director  or former
director of a corporation of which the company is or was a shareholder,  and the
person's  heirs and  personal  representatives,  against all costs,  charges and
expenses,  including  an amount  paid to settle an action or satisfy a judgment,
actually  and  reasonably  incurred by the person,  including  an amount paid to
settle an action or satisfy a judgment in a civil,  criminal  or  administrative
action or  proceeding  to which the  person is made a party  because of being or
having  been  a  director,  including  an  action  brought  by  the  company  or
corporation, if

         (a) the person acted honestly and in good faith with a view to the best
interests of the corporation of which the person is or was a director; and

         (b) in the case of a criminal or  administrative  action or proceeding,
the person had  reasonable  grounds for  believing  that the person  conduct was
lawful.

                  (1)The court, on the  application of a company,  director or a
former director, may make an order approving an indemnity under this section and
the court may make any further order it considers appropriate.

                  (2)On an application under subsection (2), the court may order
notice to be given to any interested person.

                  (3)A company  may  purchase  and  maintain  insurance  for the
benefit of a person referred to in this section  against any liability  incurred
by the person as a director or officer.

                  (4)Subsections (1) to (3) apply to officers or former officers
of a company or of a corporation of which the company is or was a shareholder."

         The   Company's   Articles   provide   as  follows   with   respect  to
indemnification of directors and officers:

         19.1 Subject to the provisions of the Company Act, the directors  shall
cause the Company to indemnify a director or former  director of the Company and
the directors  may cause the Company to indemnify a director or former  director
or a corporation of which the Company is or was a shareholder  and the heirs and
personal  representatives  of any such  person  against  all costs,  charges and
expenses,  including  an amount  paid to settle an action or satisfy a judgment,
actually  and  reasonable  incurred by him or them  including  an amount paid to
settle an action or satisfy a judgment in a civil,  criminal  or  administrative
action or  proceeding to which he is or they made a party be reason of his being
or having  been a director  of the  Company or a director  of such  corporation,
including  any action  brought  by the  Company  or any such  corporation.  Each
director of the Company on being  elected or  appointed  shall be deemed to have
contracted with the Company on the terms of the foregoing indemnity.

                                      II-2
19.2 Subject to the  provisions  of the Company Act, the  directors may
cause the Company to indemnify any officer,  employee or agent of the Company or
of a corporation  of which the Company is or was a shareholder  (notwithstanding
that he is also a director) and his heirs and personal  representatives  against
all costs, charges and expenses whatsoever incurred by him or them and resulting
from  his  acting  as an  officer,  employee  or agent  of the  Company  or such
corporation.  In  addition,  the Company  shall  indemnify  the  Secretary or an
Assistant  Secretary of the Company (if he shall not be a full time  employee of
the Company and  notwithstanding  that he is also a director) and his respective
heirs  and  legal  representatives  against  all  costs,  charges  and  expenses
whatsoever  incurred by him or them and arising out of the functions assigned to
the Secretary by the Company Act or these  Articles and each such  Secretary and
Assistant  Secretary  shall on being appointed be deemed to have contracted with
the Company on the terms of the foregoing indemnity.

         19.3 The failure of a director or officer of the Company to comply with
the  provisions of the Company Act or of the  Memorandum or these Articles shall
not invalidate any indemnity to which he is entitled under this Part.

         19.4 The  directors  may cause the  Company to  purchase  and  maintain
insurance  for the  benefit of any person who is or was  serving as a  director,
officer,  employee or agent of the Company or has a director,  officer, employee
or agent of any corporation of which the Company is or was a shareholder and his
heirs or personal  representatives against any liability incurred by him as such
director, officer, employee or agent.

         The Company's directors and officers are insured against losses arising
from any claim against them as such for wrongful  acts or omissions,  subject to
certain limitations.

Item 7.  Exemption from Registration Claimed

                  Not Applicable.

                                      II-3
Item 8.  Exhibits

    4.1       Spectrum Signal Processing Inc. 1995 Stock Option Plan, as amended

    4.2       Form of Stock Option Agreement

    4.3       Spectrum Signal Processing Inc. Employee Stock Purchase Plan

       5      Opinion of Clark, Wilson

    23.1      Consent of Independent Auditors KPMG

    23.2      Consents Clark, Wilson (included in Exhibits)

      24      Power of Attorney (included in signature page)

Item 9.           Undertakings

(a)      The undersigned Registrant hereby undertakes that:

         (1)To file,  during any period in which offers or sales are being made,
a post-effective amendment of this registration statement:

               (i) To include any prospectus required by Section 10(a)(3) of the
          Securities Act of 1933;

               ii) To  reflect  in the  prospectus  any facts or events  arising
          after the effective  date of the  registration  statement (or the most
          recent post-effective amendment thereof) which, individually or in the
          aggregate, represent a fundamental change in the information set forth
          in the  registration  statement;  notwithstanding  the foregoing,  any
          increase  or decrease  in volume of  securities  offered (if the total
          dollar  value of  securities  offered  would not exceed that which was
          registered)  and  any  deviation  from  the  low  or  high  end of the
          estimated  maximum  offering  range  may be  reflected  in the form of
          prospectus  filed with the  Commission  pursuant to Rule 424(b) if, in
          the aggregate,  the changes in volume and price represent no more than
          a 20% change in the maximum aggregate  offering price set forth in the
          "Calculation of Registration Fee" table in the effective  registration
          statement; and

               (iii) To include any  material  information  with  respect to the
          plan of  distribution  not  previously  disclosed in the  registration
          statement  of  any  material   change  to  such   information  in  the
          registration statement;

provided,  however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
registration  statement is on Form S-3 or Form S-8, and the information required
to be included in a post-effective amendment by those paragraphs is contained in
periodic reports filed by the registrant  pursuant to Section 13 or 15(d) of the
Securities  Exchange  Act of 1934  that are  incorporated  by  reference  in the
registration statement.

                                      II-3
(2) For the purpose of  determining  any liability  under the Securities
Act  of  1933,  each  post-effective  amendment  shall  be  deemed  to  be a new
registration  statement  relating to the  securities  offered  therein,  and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

        (3) To remove from  registration by means of a post-effective  amendment
any of the securities being registered which remain unsold at the termination of
the offering.

(b) The Registrant  hereby  undertakes  that,  for purposes of  determining  any
liability  under the  Securities  Act of 1933,  each filing of the  registrant's
annual report pursuant to Section 13(a) or 15(d) of the Securities  Exchange Act
of 1934 that is incorporated by reference in the registration statement shall be
deemed to be a new  registration  statement  relating to the securities  offered
therein,  and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.

(c) Insofar as indemnification  for liabilities arising under the Securities Act
of 1933 may be permitted to directors,  officers, and controlling persons of the
Registrant pursuant to the foregoing  provisions,  or otherwise,  the Registrant
has been advised that in the opinion of the Securities  and Exchange  Commission
such  indemnification  is against  public policy as expressed in the Act and is,
therefore,  unenforceable. In the event that a claim for indemnification against
such liabilities  (other that the payment by the Registrant of expenses incurred
or paid by a director,  officer or  controlling  person of the Registrant in the
successful  defense of any  action,  suit or  proceeding)  is  asserted  by such
director,  officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction  the  question  of whether  such  indemnification  by it is against
public  policy  as  expressed  in the Act  and  will be  governed  by the  final
adjudication of such issue.

                                      II-5
SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, as amended,
the registrant certifies that it has reasonable grounds to believe that it meets
all of the  requirements  for  filing  on  Form  S-8 and has  duly  caused  this
registration statement to be signed on its behalf by the undersigned,  thereunto
duly authorized, in Vancouver, British Columbia, Canada, on February 11, 1999.

                          Spectrum Signal Processing Inc.

                          /s/ Martin M. McConnell
                          -----------------------------------------------------
                          Martin M. McConnell

                          Vice President, Chief Financial Officer and Treasurer

                                      II-6
POWER OF ATTORNEY

         KNOW ALL MEN BY THESE PRESENTS,  that each  individual  whose signature
appears  below  constitutes  and appoints  Martin  McConnell his true and lawful
attorney-in-fact  and agent with full power of substitution and  resubstitution,
for him and in his name, place and stead, in any and all capacities, to sign any
and all amendments  (including  post-effective  amendments) to this Registration
Statement,  and to file the same with all exhibits thereto, and all documents in
connection therewith, with the Securities and Exchange Commission, granting said
attorney-in-fact  and agent full power and  authority to do and perform each and
every  act and  thing  requisite  and  necessary  to be done  in and  about  the
premises, as fully to all intents and purposes as he or she might or could do in
person, hereby ratifying and confirming all that said attorney-in-fact and agent
or his substitute or substitutes,  may lawfully do or cause to be done by virtue
hereof.

                                      II-6
Pursuant to the requirements of the Securities Act of 1933, as amended,
this  Registration  Statement  has been signed by the  following  persons in the
capacities and on the dates indicated:

          Signature                             Title                                 Date
/s/ Kenneth A. Spencer            Chair of the Board of Directors                 February 11, 2000
--------------------------------
 Kenneth A. Spencer

 /s/ Martin McConnell              Vice President, Chief Financial Officer and     February 11, 2000
--------------------------------   Treasurer ( principal executive officer and
Martin McConnell                   principal financial and accounting officer)

/s/ Barry W. Jinks                 Director                                        February 11, 2000
--------------------------------
 Barry W. Jinks

/s/ Pascal Spothelfer              President, Chief Executive Officer and          February 11, 2000
--------------------------------   Director
Pascal Spothelfer

/s/ Andrew Harries                 Director                                        February 11, 2000
--------------------------------
Andrew Harries

 /s/ John E. Brennan               Director                                        February 11, 2000
--------------------------------
John E. Brennan

/s/ Charles C. Johnston            Director                                        February 11, 2000
--------------------------------
Charles C. Johnston

/s/ Samuel Znaimer                 Director                                        February 11, 2000
--------------------------------
Samuel Znaimer

Authorized Representative
in the United States:

/s/ John  E. Brennan               Director                                         February 11, 2000
--------------------------------
John  E. Brennan

Attorney in Fact:

/s/ Martin M. McConnell                                                              February 11, 2000
--------------------------------
Martin M. McConnell