As filed with the Securities and Exchange Commission on July 24, 1998.
                                                    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)

        Delaware                                            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)

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

                        1998 Employee Stock Purchase Plan

                            (Full Title of the Plan)

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

                                 BRUCE R. WRIGHT
              Executive Vice President, Finance and Administration,
                      Chief Financial Officer and Secretary
                              Spectrian Corporation
                               350 West Java Drive
                           Sunnyvale, California 94089
                                 (408) 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 94304-1050
                                 (650) 493-9300

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

================================================================================
<PAGE>
================================================================================

                         CALCULATION OF REGISTRATION FEE

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

                                            Proposed      Proposed
  Title of                                  Maximum       Maximum
 Securities                  Amount         Offering     Aggregate   Amount of
    to be                    to be          Price Per     Offering  Registration
 Registered                Registered        Share(1)     Price(1)      Fee
================================================================================

Common Stock,           2,950,000 shares    $14.50      $42,775,000  $12,618.63
$.001 per share par
value, to be issued
under the 1998
Employee Stock
Purchase Plan(2)

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

(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 prices per share for the Common  Stock as  reported on the
         Nasdaq National Market System on July 20, 1998.

(2)      Includes Preferred Share Purchase Rights which, prior to the occurrence
         of certain events, will not be exercisable or evidenced separately from
         the Common Stock.

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

                                       -2-
<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, 1998, filed May 21, 1998 pursuant to Section 13 of
         the Securities Exchange Act of 1934, as amended (the "1934 Act");

                  (b) The Company's  Proxy Statement dated May 28, 1998 relating
         to the Company's 1998 Annual Meeting of Shareholders;

                  (c)  The  description  of  the  Registrant's  Preferred  Share
         Purchase Rights contained in the Registrant's Registration Statement on
         Form 8-A filed  January 17, 1997  pursuant to Section 12(g) of the 1934
         Act;

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

                  (e) The  description  of the  Registrant's  Common  Stock  and
         Preferred  Stock  contained in the  Registrant's  Current Report on 8-K
         filed October 10, 1997 pursuant to Section 13 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.

                  The  Registrant's  Certificate  of  Incorporation  limits  the
liability of directors to the maximum extent permitted by Delaware law. Delaware
law provides that directors of a corporation  will not be personally  liable for
monetary damages for breach of their fiduciary  duties as directors,  except for
liability (i) for any breach of their duty of loyalty to the  corporation or its
stockholders, (ii)

                                      -3-
<PAGE>

for acts or omissions not in good faith or that involve  intentional  misconduct
or a knowing  violation  of law,  (iii) for  unlawful  payments of  dividends or
unlawful  stock  repurchases  or  redemption  as  provided in section 174 of the
Delaware  General  Corporation  Law, or (iv) for any transaction  from which the
director derived an improper personal benefit.

                  The  Registrant's  Bylaws  provide that the  Registrant  shall
indemnify  its  directors and officers and may indemnify its employees and other
agents to the fullest  extent  permitted by law. The  Registrant  believes  that
indemnification under its Bylaws covers at least negligence and gross negligence
on the part of  indemnified  parties.  The  Registrant's  Bylaws also permit the
Registrant to secure insurance on behalf of any officer,  director, and employee
or other  agents for any  liability  arising  out of his or her  actions in such
capacity, regardless of whether the Registrant would have the power to indemnify
him or her against such liability under the General Corporation Law of Delaware.
The  Registrant  currently has secured such  insurance on behalf of its officers
and directors.

                  The  Registrant  has entered into  agreements to indemnify its
directors  and  officers,  in addition to  indemnification  provided  for in the
Registrant's  Bylaws.  Subject to certain  conditions,  these agreements,  among
other  things,  indemnify  the  Registrant's  directors and officers for certain
expenses (including  attorney's fees),  judgments,  fines and settlement amounts
incurred by any such person in any action or proceeding, including any action by
or in the right of the  Registrant,  arising out of such person's  services as a
director or officer of the  Registrant,  any subsidiary of the Registrant or any
other company or enterprise to which the person provides services at the request
of the Registrant.

Item 7.           Exemption from Registration Claimed

                  Not Applicable.

Item 8.           Exhibits


   Exhibit                                                    
   Number                          Documents
   ------       ---------------------------------------------------------------
    4.1*        1998 Employee Stock Purchase Plan
    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 7)

----------------
*        Incorporated  by  reference to the  Exhibits  filed with the  Company's
         Annual  Report on Form 10-K for the fiscal year ended March 31, 1998 as
         filed with the Securities and Exchange Commission on May 21, 1998.

                                       -4-
<PAGE>

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 Delaware  General  Corporation  Law, the
Certificate  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.

                                       -5-
<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 Delaware,  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 24th day of July 1998.


                                SPECTRIAN CORPORATION



                                By:   /s/ Bruce R. Wright
                                   ---------------------------------------------
                                   Bruce R. Wright
                                   Executive Vice President, Finance and
                                   Administration, Chief Financial Officer and
                                   Secretary (Principal Financial and Accounting
                                   Officer)


                                       -6-

<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 R.
Wright,  jointly and severally,  his  attorneys-in-fact,  each with the power of
substitution,  for him 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.
<TABLE>

         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.
<CAPTION>

                  Signature                                        Title                                  Date             
--------------------------------------------   --------------------------------------------------   -----------------

<S>                                            <C>                                                   <C> 
                                               
  /s/ Garrett A. Garrettson                    President, Chief Executive Officer                    July 24, 1998
-----------------------------------            and Director (Principal Executive                                  
(Garrett A. Garrettson)                        Officer)                                                           
                                               
                                               Executive Vice President, Finance                     July 24, 1998
  /s/ Bruce R. Wright                          and Administration, Chief Financial                                
-----------------------------------            Officer and Secretary (Principal                                   
(Bruce R. Wright)                              Financial and Accounting Officer)                                  
                                                                                                                  
                                               
  /s/ James a. Cole                            Director                                              July 24, 1998
-----------------------------------
(James A. Cole)

 /s/ Martin Cooper                             Director                                              July 24, 1998
-----------------------------------
(Martin Cooper)

 /s/ Charles Kissner                           Director                                              July 24, 1998
-----------------------------------
(Charles Kissner)
                                               
 /s/ Robert C. Wilson                          Director                                              July 24, 1998
-----------------------------------
(Robert C. Wilson)

 /s/ Eric A. Young                             Director                                              July 24, 1998
-----------------------------------
(Eric A. Young)
</TABLE>

                                       -7-

<PAGE>



                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549


                      -----------------------------------
                                    EXHIBITS
                      -----------------------------------

                       Registration Statement on Form S-8

                              SPECTRIAN CORPORATION

                                  July 24, 1998



<PAGE>

<TABLE>
                              SPECTRIAN CORPORATION

                       REGISTRATION STATEMENT ON FORM S-8

                                INDEX TO EXHIBITS


<CAPTION>
   Exhibit                                                    
   Number                          Documents                                           Page
   ------       ----------------------------------------------------------------   ------------
<S>             <C>
    4.1*        1998 Employee Stock Purchase Plan
    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 7)

<FN>
-----------------
*        Incorporated  by  reference to the  Exhibits  filed with the  Company's
         Annual  Report on Form 10-K for the fiscal year ended March 31, 1998 as
         filed with the Securities and Exchange Commission on May 21, 1998.
</FN>
</TABLE>
[{"type": "S-8", "sequence": "1", "description": "S-8", "secsgml_size_bytes": 18646}]
{"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": "333-59905", "film-number": "98671377"}, "business-address": {"street1": "350 WEST JAVA DRIVE", "city": "SUNNYVALE", "state": "CA", "zip": "94089", "phone": "4087455400"}, "mail-address": {"street1": "350 WEST JAVA DRIVE", "street2": "C/O CORPORATE CONTROLLER", "city": "SUNNYVALE", "state": "CA", "zip": "94089"}}
As filed with the Securities and Exchange Commission on July 24, 1998.
                                                    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)

        Delaware                                            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)

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

                        1998 Employee Stock Purchase Plan

                            (Full Title of the Plan)

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

                                 BRUCE R. WRIGHT
              Executive Vice President, Finance and Administration,
                      Chief Financial Officer and Secretary
                              Spectrian Corporation
                               350 West Java Drive
                           Sunnyvale, California 94089
                                 (408) 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 94304-1050
                                 (650) 493-9300

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

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

                         CALCULATION OF REGISTRATION FEE

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

                                            Proposed      Proposed
  Title of                                  Maximum       Maximum
 Securities                  Amount         Offering     Aggregate   Amount of
    to be                    to be          Price Per     Offering  Registration
 Registered                Registered        Share(1)     Price(1)      Fee
================================================================================

Common Stock,           2,950,000 shares    $14.50      $42,775,000  $12,618.63
$.001 per share par
value, to be issued
under the 1998
Employee Stock
Purchase Plan(2)

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

(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 prices per share for the Common  Stock as  reported on the
         Nasdaq National Market System on July 20, 1998.

(2)      Includes Preferred Share Purchase Rights which, prior to the occurrence
         of certain events, will not be exercisable or evidenced separately from
         the Common Stock.

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

                                       -2-
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, 1998, filed May 21, 1998 pursuant to Section 13 of
         the Securities Exchange Act of 1934, as amended (the "1934 Act");

                  (b) The Company's  Proxy Statement dated May 28, 1998 relating
         to the Company's 1998 Annual Meeting of Shareholders;

                  (c)  The  description  of  the  Registrant's  Preferred  Share
         Purchase Rights contained in the Registrant's Registration Statement on
         Form 8-A filed  January 17, 1997  pursuant to Section 12(g) of the 1934
         Act;

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

                  (e) The  description  of the  Registrant's  Common  Stock  and
         Preferred  Stock  contained in the  Registrant's  Current Report on 8-K
         filed October 10, 1997 pursuant to Section 13 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.

                  The  Registrant's  Certificate  of  Incorporation  limits  the
liability of directors to the maximum extent permitted by Delaware law. Delaware
law provides that directors of a corporation  will not be personally  liable for
monetary damages for breach of their fiduciary  duties as directors,  except for
liability (i) for any breach of their duty of loyalty to the  corporation or its
stockholders, (ii)

                                      -3-
for acts or omissions not in good faith or that involve  intentional  misconduct
or a knowing  violation  of law,  (iii) for  unlawful  payments of  dividends or
unlawful  stock  repurchases  or  redemption  as  provided in section 174 of the
Delaware  General  Corporation  Law, or (iv) for any transaction  from which the
director derived an improper personal benefit.

                  The  Registrant's  Bylaws  provide that the  Registrant  shall
indemnify  its  directors and officers and may indemnify its employees and other
agents to the fullest  extent  permitted by law. The  Registrant  believes  that
indemnification under its Bylaws covers at least negligence and gross negligence
on the part of  indemnified  parties.  The  Registrant's  Bylaws also permit the
Registrant to secure insurance on behalf of any officer,  director, and employee
or other  agents for any  liability  arising  out of his or her  actions in such
capacity, regardless of whether the Registrant would have the power to indemnify
him or her against such liability under the General Corporation Law of Delaware.
The  Registrant  currently has secured such  insurance on behalf of its officers
and directors.

                  The  Registrant  has entered into  agreements to indemnify its
directors  and  officers,  in addition to  indemnification  provided  for in the
Registrant's  Bylaws.  Subject to certain  conditions,  these agreements,  among
other  things,  indemnify  the  Registrant's  directors and officers for certain
expenses (including  attorney's fees),  judgments,  fines and settlement amounts
incurred by any such person in any action or proceeding, including any action by
or in the right of the  Registrant,  arising out of such person's  services as a
director or officer of the  Registrant,  any subsidiary of the Registrant or any
other company or enterprise to which the person provides services at the request
of the Registrant.

Item 7.           Exemption from Registration Claimed

                  Not Applicable.

Item 8.           Exhibits

   Exhibit                                                    
   Number                          Documents
   ------       ---------------------------------------------------------------
    4.1*        1998 Employee Stock Purchase Plan
    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 7)

----------------
*        Incorporated  by  reference to the  Exhibits  filed with the  Company's
         Annual  Report on Form 10-K for the fiscal year ended March 31, 1998 as
         filed with the Securities and Exchange Commission on May 21, 1998.

                                       -4-
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 Delaware  General  Corporation  Law, the
Certificate  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.

                                       -5-
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 Delaware,  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 24th day of July 1998.

                                SPECTRIAN CORPORATION

                                By:   /s/ Bruce R. Wright
                                   ---------------------------------------------
                                   Bruce R. Wright
                                   Executive Vice President, Finance and
                                   Administration, Chief Financial Officer and
                                   Secretary (Principal Financial and Accounting
                                   Officer)

                                       -6-
POWER OF ATTORNEY

         KNOW ALL PERSONS BY THESE  PRESENTS,  that each person whose  signature
appears  below  constitutes  and  appoints  Garrett A.  Garrettson  and Bruce R.
Wright,  jointly and severally,  his  attorneys-in-fact,  each with the power of
substitution,  for him 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                    July 24, 1998
-----------------------------------            and Director (Principal Executive                                  
(Garrett A. Garrettson)                        Officer)                                                           
                                               
                                               Executive Vice President, Finance                     July 24, 1998
  /s/ Bruce R. Wright                          and Administration, Chief Financial                                
-----------------------------------            Officer and Secretary (Principal                                   
(Bruce R. Wright)                              Financial and Accounting Officer)                                  
                                                                                                                  
                                               
  /s/ James a. Cole                            Director                                              July 24, 1998
-----------------------------------
(James A. Cole)

 /s/ Martin Cooper                             Director                                              July 24, 1998
-----------------------------------
(Martin Cooper)

 /s/ Charles Kissner                           Director                                              July 24, 1998
-----------------------------------
(Charles Kissner)
                                               
 /s/ Robert C. Wilson                          Director                                              July 24, 1998
-----------------------------------
(Robert C. Wilson)

 /s/ Eric A. Young                             Director                                              July 24, 1998
-----------------------------------
(Eric A. Young)
-7-
SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                      -----------------------------------
                                    EXHIBITS
                      -----------------------------------

                       Registration Statement on Form S-8

                              SPECTRIAN CORPORATION

                                  July 24, 1998
SPECTRIAN CORPORATION

                       REGISTRATION STATEMENT ON FORM S-8

                                INDEX TO EXHIBITS
Exhibit                                                    
   Number                          Documents                                           Page
   ------       ----------------------------------------------------------------   ------------
4.1*        1998 Employee Stock Purchase Plan
    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 7)
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*        Incorporated  by  reference to the  Exhibits  filed with the  Company's
         Annual  Report on Form 10-K for the fiscal year ended March 31, 1998 as
         filed with the Securities and Exchange Commission on May 21, 1998.