As filed with the Securities and Exchange Commission on April 18, 1997
                                                  Registration No. 333-

================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                         ------------------------------
                                    FORM S-8
                             REGISTRATION STATEMENT
                                      Under
                           THE SECURITIES ACT OF 1933
                         ------------------------------

                              SPECTRIAN CORPORATION
             (Exact name of Registrant as specified in its charter)

                  California                                    77-0023003
           (State of Incorporation)                          (I.R.S. Employer
                                                             Identification No.)

                               350 West Java Drive
                           Sunnyvale, California 94089
                                 (408) 745-5400
   (Address and telephone number of Registrant's principal executive offices)

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

                      Non-Qualified Stock Option Agreements

                            (Full Title of the Plans)

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

                              Garrett A. Garretson
                 President, Chief Executive Officer and Director
                          (Principal Executive Officer)
                              Spectrian Corporation
                               350 West Java Drive
                           Sunnyvale, California 94089
                                 (415) 745-5400
            (Name, address and telephone number of agent for service)

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

                                    Copy to:

                             CHRIS F. FENNELL, ESQ.
                        WILSON SONSINI GOODRICH & ROSATI
                            Professional Corporation
                               650 Page Mill Road
                           Palo Alto, California 94304

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

================================================================================

<PAGE>

<TABLE>
                                             CALCULATION OF REGISTRATION FEE

=======================================================================================================================

<S>       <C>                         <C>                   <C>                     <C>                     <C>
                                      Amount                Proposed                Proposed
          Title of                    to be                 Maximum                 Maximum
         Securities                 Registered              Offering               Aggregate                 Amount of
            to be                                          Price Per                Offering               Registration
         Registered                                         Share(1)                Price(1)                    Fee
=======================================================================================================================
Common Stock, no                     390,000                 13.94                 5,380,000                 1,648.00
par value, to be
issued pursuant to
Non-Qualified Stock
Option Agreements

<FN>
=======================================================================================================================
(1)      Estimated  in  accordance  with Rule  457(c)  solely for the purpose of
         calculating  the  registration  fee on the basis of the  average of the
         high and low sales  prices  for the  Common  Stock as  reported  on the
         Nasdaq National Market on April 14, 1997.
=======================================================================================================================
</FN>
</TABLE>

<PAGE>



             PART II: INFORMATION REQUIRED IN REGISTRATION STATEMENT

Item 3.           Incorporation of Documents by Reference

         There  are  hereby  incorporated  by  reference  in  this  Registration
Statement the  following  documents and  information  heretofore  filed with the
Securities and Exchange Commission (Spectrian  Corporation is sometimes referred
to herein as the "Company"):

                  (a) The  Company's  Annual  Report on Form 10-K for the fiscal
         year  ended  March  31,  1996,  filed  pursuant  to  Section  13 of the
         Securities Exchange Act of 1934, as amended (the "1934 Act");

                  (b) The Company's Quarterly Report on Form 10-Q for the fiscal
         period  ended June 29, 1996,  filed  pursuant to Section 13 of the 1934
         Act;

                  (c) The Company's Quarterly Report on Form 10-Q for the fiscal
         period ended  September 28, 1996,  filed  pursuant to Section 13 of the
         1934 Act;

                  (d) The Company's Quarterly Report on Form 10-Q for the fiscal
         period ended  December 28,  1996,  filed  pursuant to Section 13 of the
         1934 Act;

                  (e) The Company's Proxy Statement dated June 14, 1996 relating
         to the Company's 1996 Annual Meeting of Shareholders; and

                  (f) The description of the Company's Common Stock contained in
         Company's  Registration  Statement  on Form  8-A  filed  June  9,  1994
         pursuant to Section 12(g) of the 1934 Act.

                  (g) The description of the Company's  Series A Preferred Stock
         Purchase Rights contained Company's  Registration Statement on Form 8-A
         filed January 17, 1997 pursuant to Section 12(g) of the 1934 Act.

         All documents filed by the Company  pursuant to Sections 13(a),  13(c),
14 and 15(d) of the 1934 Act on or after the date of this Registration Statement
and prior to the filing of a  post-effective  amendment which indicates that all
securities  offered  have been sold or which  deregisters  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.

Item 4.           Description of Securities

                  Not Applicable.

Item 5.           Interests of Named Experts and Counsel

                  Not Applicable.

Item 6.           Indemnification of Directors and Officers.


<PAGE>



                  As  permitted  by  Section  204(a) of the  California  General
Corporation  Law,  the  Registrant's  Articles  of  Incorporation   eliminate  a
director's  personal  liability for monetary  damages to the  Registrant and its
shareholders arising from a breach or alleged breach of the director's fiduciary
duty,  except for liability arising under Sections 310 and 316 of the California
General  Corporation  Law or liability  for (i) acts or  omissions  that involve
intentional  misconduct  or knowing and culpable  violation of law, (ii) acts or
omissions  that a director  believes to be contrary to the best interests of the
Registrant or its  shareholders or that involve the absence of good faith on the
part of the director,  (iii) any  transaction  from which a director  derived an
improper personal benefit, (iv) acts or omissions that show a reckless disregard
for the director's duty to the Registrant or its  shareholders in  circumstances
in which the  director  was aware,  or should have been aware,  in the  ordinary
course of  performing a director's  duties,  of a risk of serious  injury to the
Registrant  or its  shareholders  and (v) acts or omissions  that  constitute an
unexcused pattern of inattention that amounts to an abdication of the director's
duty to the  Registrant or its  shareholders.  This provision does not eliminate
the directors' duty of care, and in appropriate circumstances equitable remedies
such as an  injunction  or  other  forms of  non-monetary  relief  would  remain
available under California law.

                  Sections 204(a) and 317 of the California General  Corporation
Law authorize a corporation to indemnify its directors,  officers, employees and
other agents in terms  sufficiently broad to permit  indemnification  (including
reimbursement for expenses) under certain  circumstances for liabilities arising
under the  Securities  Act of 1933,  as  amended  (the  "Securities  Act").  The
Registrant's  Articles of Incorporation and Bylaws contain  provisions  covering
indemnification  of  corporate  directors,  officers  and other  agents  against
certain  liabilities and expenses incurred as a result of proceedings  involving
such persons in their  capacities as directors,  officers,  employees or agents,
including proceedings under the Securities Act or the Securities Exchange Act of
1934, as amended.  The  Registrant has entered into  Indemnification  Agreements
with its directors and executive officers.

Item 7.           Exemption from Registratin Claimed

                  Not Applicable.



<PAGE>



Item 8.           Exhibits



Exhibit
Number                              Documents
------------     ---------------------------------------------------------------
4.1                   Stock  Option  Agreement dated 11/26/96 between Registrant
                      and Garrett A. Garrettson

4.2                   Stock  Option  Agreement dated 11/26/96 between Registrant
                      and Garrett A. Garrettson

4.3                   Stock  Option  Agreement  dated 3/24/97 between Registrant
                      and Bruce Wright

4.4                   Stock  Option  Agreement  dated 3/20/97 between Registrant
                      and Michael Morrione

5.1                   Opinion of  counsel as to  legality  of  securities  being
                      registered

23.1                  Consent of Counsel (contained in Exhibit 5.1)

23.2                  Consent of Independent Auditors

24.1                  Power of Attorney (see page 5)


Item 9.           Undertakings

                  A. The undersigned registrant hereby undertakes:

                           (1) To file,  during  any  period in which  offers or
sales are being made,  a post-effective amendment to this registration statement
to include any material information with respect to the plan of distribution not
previously  disclosed in the  registration  statement or any material  change to
such information in the registration statement.

                           (2)  That,  for  the  purpose  of   determining   any
liability under the Securities Act of 1933, each such  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.



<PAGE>



                  B. The  undersigned  registrant  hereby  undertakes  that, for
purposes of  determining  any  liability  under the  Securities  Act of 1933, as
amended,  (the "Securities  Act") each filing of the registrant's  annual report
pursuant to Section  13(a) or Section  15(d) of the  Securities  Exchange Act of
1934 (and,  where  applicable,  each filing of an employee benefit plan's annual
report pursuant to Section 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 may be permitted  to  directors,  officers and  controlling
persons of the Company pursuant to the California  General  Corporation Law, the
Articles  of  Incorporation   of  the  Company,   the  Bylaws  of  the  Company,
indemnification agreements entered into between the Company and its officers and
directors or otherwise,  the Company has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public policy
as expressed in the  Securities  Act and is,  therefore,  unenforceable.  In the
event that a claim for indemnification  against such liabilities (other than the
payment by the Company in successful defense of any action,  suit or proceeding)
is asserted by such director,  officer or controlling  person in connection with
the  securities  being  registered  hereunder,  the Company 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  Securities
Act and will be governed by the final adjudication of such issue.



<PAGE>



                                   SIGNATURES

         Pursuant  to the  requirements  of the  Securities  Act  of  1933,  the
Registrant,  Spectrian  Corporation,  a corporation organized and existing under
the laws of the State of California, 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 the City of  Sunnyvale,  State of
California, on this 18th day of April, 1997.


                                     SPECTRIAN CORPORATION


                                     By: /S/ GARRETT A. GARRETTSON
                                         ---------------------------------------
                                              Garrett A. Garrettson
                                              President, Chief Executive Officer
                                              and   Direct (Principal  Executive
                                              Officer)




<PAGE>



POWER OF ATTORNEY

         KNOW ALL PERSONS BY THESE  PRESENTS,  that each person whose  signature
appears below  constitutes and appoints  Garrett A. Garrettson and Bruce Wright,
and  each  of  them,  his or her  attorneys-in-fact,  each  with  the  power  of
substitution,  for him or her in any and all capacities,  to sign any amendments
to this  Registration  Statement on Form S-8 and to file the same, with exhibits
thereto and other  documents in connection  therewith,  with the  Securities and
Exchange  Commission,  hereby  ratifying  and  confirming  all that each of said
attorneys-in-fact,  or his substitute or substitutes, may do or cause to be done
by virtue hereof.

         Pursuant  to the  requirements  of the  Securities  Act of  1933,  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/ GARRETT A. GARRETTSON                      President, Chief Executive Officer                    April 18, 1997
---------------------------------------------- and Director (Principal Executive
(Garrett A. Garrettson)                        Officer)

/S/ BRUCE WRIGHT                               Chief Financial Officer                               April 18, 1997
----------------------------------------------
(Bruce Wright)

/S/ JAMES A. COLE                              Director                                              April 18, 1997
----------------------------------------------
(James A. Cole)

/S/ MARTIN COOPER                              Director                                              April 18, 1997
----------------------------------------------
(Martin Cooper)

/S/ ROBERT C. WILSON                           Director                                              April 18, 1997
----------------------------------------------
(Robert C. Wilson)

/S/ ERIC A. YOUNG                              Director                                              April 18, 1997
----------------------------------------------
(Eric A. Young)

</TABLE>


<PAGE>



                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549


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

                                    EXHIBITS

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


                       Registration Statement on Form S-8

                              SPECTRIAN CORPORATION

                                 April 18, 1997





<PAGE>



                              SPECTRIAN CORPORATION

                       REGISTRATION STATEMENT ON FORM S-8

                                INDEX TO EXHIBITS





    Exhibit                                       
    Number                            Description       
--------------- ---------------------------------------------------------------

     4.1        Stock Option  Agreement  dated 11/26/96  between  Registrant and
                Garrett A. Garrettson
     
     4.2        Stock Option  Agreement  dated 11/26/96  between  Registrant and
                Garrett A. Garrettson
     
     4.3        Stock Option  Agreement  dated 3/24/97  between  Registrant  and
                Bruce Wright
     
     4.4        Stock Option  Agreement  dated 3/20/97  between  Registrant  and
                Michael Morrione
     
     5.1        Opinion of counsel as to legality of securities being registered
     
     23.1       Consent of Counsel (contained in Exhibit 5.1)
     
     23.2       Consent of Independent Auditors
     
     24.1       Power of Attorney (contained in page 5)
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 18445}]
{"company-data": {"conformed-name": "SPECTRIAN CORP /CA/", "cik": "0000925054", "assigned-sic": "3663", "irs-number": "770023003", "state-of-incorporation": "CA", "fiscal-year-end": "0331"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-25435", "film-number": "97583468"}, "business-address": {"street1": "350 WEST JAVA DRIVE", "city": "SUNNYVALE", "state": "CA", "zip": "94089", "phone": "4087455400"}, "mail-address": {"street1": "350 WEST JAVA DRIVE", "city": "SUNNYVALE", "state": "CA", "zip": "94089"}}
As filed with the Securities and Exchange Commission on April 18, 1997
                                                  Registration No. 333-

================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                         ------------------------------
                                    FORM S-8
                             REGISTRATION STATEMENT
                                      Under
                           THE SECURITIES ACT OF 1933
                         ------------------------------

                              SPECTRIAN CORPORATION
             (Exact name of Registrant as specified in its charter)

                  California                                    77-0023003
           (State of Incorporation)                          (I.R.S. Employer
                                                             Identification No.)

                               350 West Java Drive
                           Sunnyvale, California 94089
                                 (408) 745-5400
   (Address and telephone number of Registrant's principal executive offices)

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

                      Non-Qualified Stock Option Agreements

                            (Full Title of the Plans)

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

                              Garrett A. Garretson
                 President, Chief Executive Officer and Director
                          (Principal Executive Officer)
                              Spectrian Corporation
                               350 West Java Drive
                           Sunnyvale, California 94089
                                 (415) 745-5400
            (Name, address and telephone number of agent for service)

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

                                    Copy to:

                             CHRIS F. FENNELL, ESQ.
                        WILSON SONSINI GOODRICH & ROSATI
                            Professional Corporation
                               650 Page Mill Road
                           Palo Alto, California 94304

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

================================================================================
CALCULATION OF REGISTRATION FEE

=======================================================================================================================
Amount                Proposed                Proposed
          Title of                    to be                 Maximum                 Maximum
         Securities                 Registered              Offering               Aggregate                 Amount of
            to be                                          Price Per                Offering               Registration
         Registered                                         Share(1)                Price(1)                    Fee
=======================================================================================================================
Common Stock, no                     390,000                 13.94                 5,380,000                 1,648.00
par value, to be
issued pursuant to
Non-Qualified Stock
Option Agreements
=======================================================================================================================
(1)      Estimated  in  accordance  with Rule  457(c)  solely for the purpose of
         calculating  the  registration  fee on the basis of the  average of the
         high and low sales  prices  for the  Common  Stock as  reported  on the
         Nasdaq National Market on April 14, 1997.
=======================================================================================================================
PART II: INFORMATION REQUIRED IN REGISTRATION STATEMENT

Item 3.           Incorporation of Documents by Reference

         There  are  hereby  incorporated  by  reference  in  this  Registration
Statement the  following  documents and  information  heretofore  filed with the
Securities and Exchange Commission (Spectrian  Corporation is sometimes referred
to herein as the "Company"):

                  (a) The  Company's  Annual  Report on Form 10-K for the fiscal
         year  ended  March  31,  1996,  filed  pursuant  to  Section  13 of the
         Securities Exchange Act of 1934, as amended (the "1934 Act");

                  (b) The Company's Quarterly Report on Form 10-Q for the fiscal
         period  ended June 29, 1996,  filed  pursuant to Section 13 of the 1934
         Act;

                  (c) The Company's Quarterly Report on Form 10-Q for the fiscal
         period ended  September 28, 1996,  filed  pursuant to Section 13 of the
         1934 Act;

                  (d) The Company's Quarterly Report on Form 10-Q for the fiscal
         period ended  December 28,  1996,  filed  pursuant to Section 13 of the
         1934 Act;

                  (e) The Company's Proxy Statement dated June 14, 1996 relating
         to the Company's 1996 Annual Meeting of Shareholders; and

                  (f) The description of the Company's Common Stock contained in
         Company's  Registration  Statement  on Form  8-A  filed  June  9,  1994
         pursuant to Section 12(g) of the 1934 Act.

                  (g) The description of the Company's  Series A Preferred Stock
         Purchase Rights contained Company's  Registration Statement on Form 8-A
         filed January 17, 1997 pursuant to Section 12(g) of the 1934 Act.

         All documents filed by the Company  pursuant to Sections 13(a),  13(c),
14 and 15(d) of the 1934 Act on or after the date of this Registration Statement
and prior to the filing of a  post-effective  amendment which indicates that all
securities  offered  have been sold or which  deregisters  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.

Item 4.           Description of Securities

                  Not Applicable.

Item 5.           Interests of Named Experts and Counsel

                  Not Applicable.

Item 6.           Indemnification of Directors and Officers.
As  permitted  by  Section  204(a) of the  California  General
Corporation  Law,  the  Registrant's  Articles  of  Incorporation   eliminate  a
director's  personal  liability for monetary  damages to the  Registrant and its
shareholders arising from a breach or alleged breach of the director's fiduciary
duty,  except for liability arising under Sections 310 and 316 of the California
General  Corporation  Law or liability  for (i) acts or  omissions  that involve
intentional  misconduct  or knowing and culpable  violation of law, (ii) acts or
omissions  that a director  believes to be contrary to the best interests of the
Registrant or its  shareholders or that involve the absence of good faith on the
part of the director,  (iii) any  transaction  from which a director  derived an
improper personal benefit, (iv) acts or omissions that show a reckless disregard
for the director's duty to the Registrant or its  shareholders in  circumstances
in which the  director  was aware,  or should have been aware,  in the  ordinary
course of  performing a director's  duties,  of a risk of serious  injury to the
Registrant  or its  shareholders  and (v) acts or omissions  that  constitute an
unexcused pattern of inattention that amounts to an abdication of the director's
duty to the  Registrant or its  shareholders.  This provision does not eliminate
the directors' duty of care, and in appropriate circumstances equitable remedies
such as an  injunction  or  other  forms of  non-monetary  relief  would  remain
available under California law.

                  Sections 204(a) and 317 of the California General  Corporation
Law authorize a corporation to indemnify its directors,  officers, employees and
other agents in terms  sufficiently broad to permit  indemnification  (including
reimbursement for expenses) under certain  circumstances for liabilities arising
under the  Securities  Act of 1933,  as  amended  (the  "Securities  Act").  The
Registrant's  Articles of Incorporation and Bylaws contain  provisions  covering
indemnification  of  corporate  directors,  officers  and other  agents  against
certain  liabilities and expenses incurred as a result of proceedings  involving
such persons in their  capacities as directors,  officers,  employees or agents,
including proceedings under the Securities Act or the Securities Exchange Act of
1934, as amended.  The  Registrant has entered into  Indemnification  Agreements
with its directors and executive officers.

Item 7.           Exemption from Registratin Claimed

                  Not Applicable.
Item 8.           Exhibits

Exhibit
Number                              Documents
------------     ---------------------------------------------------------------
4.1                   Stock  Option  Agreement dated 11/26/96 between Registrant
                      and Garrett A. Garrettson

4.2                   Stock  Option  Agreement dated 11/26/96 between Registrant
                      and Garrett A. Garrettson

4.3                   Stock  Option  Agreement  dated 3/24/97 between Registrant
                      and Bruce Wright

4.4                   Stock  Option  Agreement  dated 3/20/97 between Registrant
                      and Michael Morrione

5.1                   Opinion of  counsel as to  legality  of  securities  being
                      registered

23.1                  Consent of Counsel (contained in Exhibit 5.1)

23.2                  Consent of Independent Auditors

24.1                  Power of Attorney (see page 5)

Item 9.           Undertakings

                  A. The undersigned registrant hereby undertakes:

                           (1) To file,  during  any  period in which  offers or
sales are being made,  a post-effective amendment to this registration statement
to include any material information with respect to the plan of distribution not
previously  disclosed in the  registration  statement or any material  change to
such information in the registration statement.

                           (2)  That,  for  the  purpose  of   determining   any
liability under the Securities Act of 1933, each such  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  undersigned  registrant  hereby  undertakes  that, for
purposes of  determining  any  liability  under the  Securities  Act of 1933, as
amended,  (the "Securities  Act") each filing of the registrant's  annual report
pursuant to Section  13(a) or Section  15(d) of the  Securities  Exchange Act of
1934 (and,  where  applicable,  each filing of an employee benefit plan's annual
report pursuant to Section 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 may be permitted  to  directors,  officers and  controlling
persons of the Company pursuant to the California  General  Corporation Law, the
Articles  of  Incorporation   of  the  Company,   the  Bylaws  of  the  Company,
indemnification agreements entered into between the Company and its officers and
directors or otherwise,  the Company has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public policy
as expressed in the  Securities  Act and is,  therefore,  unenforceable.  In the
event that a claim for indemnification  against such liabilities (other than the
payment by the Company in successful defense of any action,  suit or proceeding)
is asserted by such director,  officer or controlling  person in connection with
the  securities  being  registered  hereunder,  the Company 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  Securities
Act and will be governed by the final adjudication of such issue.
SIGNATURES

         Pursuant  to the  requirements  of the  Securities  Act  of  1933,  the
Registrant,  Spectrian  Corporation,  a corporation organized and existing under
the laws of the State of California, 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 the City of  Sunnyvale,  State of
California, on this 18th day of April, 1997.

                                     SPECTRIAN CORPORATION

                                     By: /S/ GARRETT A. GARRETTSON
                                         ---------------------------------------
                                              Garrett A. Garrettson
                                              President, Chief Executive Officer
                                              and   Direct (Principal  Executive
                                              Officer)
POWER OF ATTORNEY

         KNOW ALL PERSONS BY THESE  PRESENTS,  that each person whose  signature
appears below  constitutes and appoints  Garrett A. Garrettson and Bruce Wright,
and  each  of  them,  his or her  attorneys-in-fact,  each  with  the  power  of
substitution,  for him or her in any and all capacities,  to sign any amendments
to this  Registration  Statement on Form S-8 and to file the same, with exhibits
thereto and other  documents in connection  therewith,  with the  Securities and
Exchange  Commission,  hereby  ratifying  and  confirming  all that each of said
attorneys-in-fact,  or his substitute or substitutes, may do or cause to be done
by virtue hereof.

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

                  Signature                                        Title                                  Date
-----------------------------------------   -------------------------------------------   ---------------------------------
/S/ GARRETT A. GARRETTSON                      President, Chief Executive Officer                    April 18, 1997
---------------------------------------------- and Director (Principal Executive
(Garrett A. Garrettson)                        Officer)

/S/ BRUCE WRIGHT                               Chief Financial Officer                               April 18, 1997
----------------------------------------------
(Bruce Wright)

/S/ JAMES A. COLE                              Director                                              April 18, 1997
----------------------------------------------
(James A. Cole)

/S/ MARTIN COOPER                              Director                                              April 18, 1997
----------------------------------------------
(Martin Cooper)

/S/ ROBERT C. WILSON                           Director                                              April 18, 1997
----------------------------------------------
(Robert C. Wilson)

/S/ ERIC A. YOUNG                              Director                                              April 18, 1997
----------------------------------------------
(Eric A. Young)
SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

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

                                    EXHIBITS

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

                       Registration Statement on Form S-8

                              SPECTRIAN CORPORATION

                                 April 18, 1997
SPECTRIAN CORPORATION

                       REGISTRATION STATEMENT ON FORM S-8

                                INDEX TO EXHIBITS

    Exhibit                                       
    Number                            Description       
--------------- ---------------------------------------------------------------

     4.1        Stock Option  Agreement  dated 11/26/96  between  Registrant and
                Garrett A. Garrettson
     
     4.2        Stock Option  Agreement  dated 11/26/96  between  Registrant and
                Garrett A. Garrettson
     
     4.3        Stock Option  Agreement  dated 3/24/97  between  Registrant  and
                Bruce Wright
     
     4.4        Stock Option  Agreement  dated 3/20/97  between  Registrant  and
                Michael Morrione
     
     5.1        Opinion of counsel as to legality of securities being registered
     
     23.1       Consent of Counsel (contained in Exhibit 5.1)
     
     23.2       Consent of Independent Auditors
     
     24.1       Power of Attorney (contained in page 5)