As filed with the Securities and Exchange Commission on August 9, 1999
                                                      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)

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

                                 1992 STOCK PLAN
                            1994 DIRECTOR OPTION PLAN
                      1998 NONSTATUTORY STOCK OPTION PLAN
                            (Full Title of the Plans)

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

                                HENRY MONTGOMERY
                    Acting Chief Financial Officer Executive
                              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>


<TABLE>
===============================================================================================================================

                                                CALCULATION OF REGISTRATION FEE

===============================================================================================================================
<CAPTION>
                                                            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
        ----------                 ----------               --------                --------                    ---
<S>                              <C>                         <C>                  <C>                        <C>
Common Stock,
$.001 par value, to
be issued under the
1992 Stock Plan (2)              450,000 shares              $11.00               $4,950,000.00              $1,376.10

Common Stock,
$.001 par value, to
be issued under the
1994 Director
Option
Plan (2)                          60,000 shares              $11.00               $  660,000.00              $  183.48

Common Stock,
$.001 par value, to
be issued under the
1998 Nonstatutory
Stock Option Plan (2)            250,000 shares              $11.00               $2,750,000.00              $  764.50
===============================================================================================================================
                                                                                      TOTAL:                 $2,324.08

<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 prices per share for the Common  Stock as  reported on the
         Nasdaq National Market System on August 6, 1999.

(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.
</FN>
</TABLE>

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

                                       -2-

<PAGE>


         The contents of the Registrant's  Form S-8 Registration  Statement Nos.
33-83832,  333-1046 and 333-06385,  as filed with the Commission on September 8,
1994,  February  5,  1996 and  June 20,  1996,  respectively,  the  Registrant's
Post-Effective   Amendment  No.  1  to  Form  S-8  Registration  Statements  No.
333-25435,  as filed with the  Commission  on  October  21,  1997,  the Form S-8
Registration  Statement No.  333-38561,  as filed with the Commission on October
23, 1997, and the Registrant's Form S-8 Registration  Statement Nos.  333-61085,
as filed with the  Commission  on August 10, 1998,  are  incorporated  herein by
reference.


             PART II: INFORMATION REQUIRED IN REGISTRATION STATEMENT

Item 8.           Exhibits


       Exhibit
       Number                                  Documents
       ------                                  ---------
        4.1                  1992 Stock Plan, as amended
        4.2                  1994 Director Option Plan, as amended
        4.3                  1998 Nonstatutory Stock Option Plan, as amended
        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)

                                       -3-

<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 9th day of August, 1999.


                                             SPECTRIAN CORPORATION


                                             By: /s/  HENRY MONTGOMERY
                                                 -------------------------------
                                                 Henry Montgomery
                                                 Acting Chief Financial Officer
                                                 Executive

                                       -4-

<PAGE>


                                POWER OF ATTORNEY

         KNOW ALL PERSONS BY THESE  PRESENTS,  that each person whose  signature
appears  below   constitutes  and  appoints  Garrett  A.  Garrettson  and  Henry
Montgomery, 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                    August 9, 1999
---------------------------------              and Director (Principal Executive
(Garrett A. Garrettson)                        Officer)


/s/  HENRY MONTGOMERY                          Acting Chief Financial Officer                        August 9, 1999
---------------------------------              Executive (Principal Financial and
(Henry Montgomery)                             Accounting Officer)


/s/  JAMES A. COLE                             Director                                              August 9, 1999
---------------------------------
(James A. Cole)


/s/  MARTIN COOPER                             Director                                              August 9, 1999
---------------------------------
(Martin Cooper)


/s/  ROBERT C. WILSON                          Director                                              August 9, 1999
---------------------------------
(Robert C. Wilson)


/s/  ROBERT W. SHANER                          Director                                              August 9, 1999
---------------------------------
(Robert W. Shaner)


/s/  CHARLES D. KISSNER                        Director                                              August 9, 1999
---------------------------------
(Charles D. Kissner)
</TABLE>


                                                          -5-

<PAGE>



                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549



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


                       Registration Statement on Form S-8

                              SPECTRIAN CORPORATION


                                 August 9, 1999



<PAGE>


                              SPECTRIAN CORPORATION

                       REGISTRATION STATEMENT ON FORM S-8

                                INDEX TO EXHIBITS


Exhibit
 Number                   Description                                    Page
 ------                   -----------                                    ----
 4.1         1992 Stock Plan, as amended
 4.2         1994 Director Option Plan, as amended
 4.3         1998 Nonstatutory Stock Option Plan, as amended
 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": 11519}]
{"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": "333-84827", "film-number": "99681488"}, "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 August 9, 1999
                                                      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)

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

                                 1992 STOCK PLAN
                            1994 DIRECTOR OPTION PLAN
                      1998 NONSTATUTORY STOCK OPTION PLAN
                            (Full Title of the Plans)

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

                                HENRY MONTGOMERY
                    Acting Chief Financial Officer Executive
                              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,
$.001 par value, to
be issued under the
1992 Stock Plan (2)              450,000 shares              $11.00               $4,950,000.00              $1,376.10

Common Stock,
$.001 par value, to
be issued under the
1994 Director
Option
Plan (2)                          60,000 shares              $11.00               $  660,000.00              $  183.48

Common Stock,
$.001 par value, to
be issued under the
1998 Nonstatutory
Stock Option Plan (2)            250,000 shares              $11.00               $2,750,000.00              $  764.50
===============================================================================================================================
                                                                                      TOTAL:                 $2,324.08
(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 August 6, 1999.

(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-
The contents of the Registrant's  Form S-8 Registration  Statement Nos.
33-83832,  333-1046 and 333-06385,  as filed with the Commission on September 8,
1994,  February  5,  1996 and  June 20,  1996,  respectively,  the  Registrant's
Post-Effective   Amendment  No.  1  to  Form  S-8  Registration  Statements  No.
333-25435,  as filed with the  Commission  on  October  21,  1997,  the Form S-8
Registration  Statement No.  333-38561,  as filed with the Commission on October
23, 1997, and the Registrant's Form S-8 Registration  Statement Nos.  333-61085,
as filed with the  Commission  on August 10, 1998,  are  incorporated  herein by
reference.

             PART II: INFORMATION REQUIRED IN REGISTRATION STATEMENT

Item 8.           Exhibits

       Exhibit
       Number                                  Documents
       ------                                  ---------
        4.1                  1992 Stock Plan, as amended
        4.2                  1994 Director Option Plan, as amended
        4.3                  1998 Nonstatutory Stock Option Plan, as amended
        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)

                                       -3-
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 9th day of August, 1999.

                                             SPECTRIAN CORPORATION

                                             By: /s/  HENRY MONTGOMERY
                                                 -------------------------------
                                                 Henry Montgomery
                                                 Acting Chief Financial Officer
                                                 Executive

                                       -4-
POWER OF ATTORNEY

         KNOW ALL PERSONS BY THESE  PRESENTS,  that each person whose  signature
appears  below   constitutes  and  appoints  Garrett  A.  Garrettson  and  Henry
Montgomery, 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                    August 9, 1999
---------------------------------              and Director (Principal Executive
(Garrett A. Garrettson)                        Officer)

/s/  HENRY MONTGOMERY                          Acting Chief Financial Officer                        August 9, 1999
---------------------------------              Executive (Principal Financial and
(Henry Montgomery)                             Accounting Officer)

/s/  JAMES A. COLE                             Director                                              August 9, 1999
---------------------------------
(James A. Cole)

/s/  MARTIN COOPER                             Director                                              August 9, 1999
---------------------------------
(Martin Cooper)

/s/  ROBERT C. WILSON                          Director                                              August 9, 1999
---------------------------------
(Robert C. Wilson)

/s/  ROBERT W. SHANER                          Director                                              August 9, 1999
---------------------------------
(Robert W. Shaner)

/s/  CHARLES D. KISSNER                        Director                                              August 9, 1999
---------------------------------
(Charles D. Kissner)
-5-
SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

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

                       Registration Statement on Form S-8

                              SPECTRIAN CORPORATION

                                 August 9, 1999
SPECTRIAN CORPORATION

                       REGISTRATION STATEMENT ON FORM S-8

                                INDEX TO EXHIBITS

Exhibit
 Number                   Description                                    Page
 ------                   -----------                                    ----
 4.1         1992 Stock Plan, as amended
 4.2         1994 Director Option Plan, as amended
 4.3         1998 Nonstatutory Stock Option Plan, as amended
 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)