As filed with the Securities and Exchange Commission on August 16, 1996
                                                   Registration No. 333-
================================================================================



                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      Under
                           The Securities Act of 1933

                               POWER SPECTRA, INC.
              (Exact nam of Registrant as specified in its charter)


            California                                   94-2687782       
  (State or other jurisdiction              (I.R.S. Employer Identification No.)
 of incorporation or organization) 


                                919 Hermosa Court
                           Sunnyvale, California 94086
   (Address, including zip code, of Registrant's principal executive offices)


                                 1996 STOCK PLAN
                              DIRECTOR OPTION PLAN
                            (Full title of the plan)


                                 GORDON H. SMITH
                      President and Chief Executive Officer
                               POWER SPECTRA, INC.
                                919 Hermosa Court
                           Sunnyvale, California 94086
                                 (408) 737-7977
(Name, address, and telephone number, including area code, of agent for service)


                                    Copy to:
                            ROBERT T. CLARKSON, ESQ.
                       Wilson, Sonsini, Goodrich & Rosati
                            Professional Corporation
                               650 Page Mill Road
                               Palo Alto, CA 94304
                                 (415) 493-9300
<TABLE>
<CAPTION>

                                                   CALCULATION OF REGISTRATION FEE
====================================================================================================================
                                                                        Proposed        Proposed
                                                                        Maximum         Maximum
                                                         Amount         Offering        Aggregate      Amount of
         Title of Securities to                          to be           Price          Offering      Registration
            be Registered                              Registered       Per Share        Price            Fee
- --------------------------------------------------------------------------------------------------------------------
<S>                                                    <C>               <C>           <C>            <C>
Common Stock issuable upon exercise  of 
options  to be granted under 1996 Stock Plan           1,500,000         $1.00         $1,500,000     $1,500,000
- --------------------------------------------------------------------------------------------------------------------
Common Stock issuable under Director Option Plan         170,000         $1.00           $170,000       $170,000
- --------------------------------------------------------------------------------------------------------------------
Total shares of Common Stock                           1,670,000                       $1,670,000     $1,670,000
====================================================================================================================
<FN>

(1)      Estimated  in  accordance  with Rule  457(h)  solely for the purpose of
         calculating  the  registration  fee.  Based upon the closing prices per
         share of the Common Stock in over-the- counter trading as of August 12,
         1996.
</FN>
</TABLE>

<PAGE>

                               POWER SPECTRA, INC.

                       REGISTRATION STATEMENT ON FORM S-8


PART II - INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


Item 3.        Incorporation of Documents by Reference

         There are  hereby  incorporated  by  reference  into this  Registration
Statement  and into  the  Prospectus  relating  to this  Registration  Statement
pursuant to Rule 428 the following  documents and information  heretofore  filed
with the Securities and Exchange Commission (the "Commission"):

         1. The  description of the  Registrant's  Common Stock contained in the
Registrant's  Registration  Statement  on Form 8-A dated  April 18,  1988  filed
pursuant to Section 12 of the Securities Exchange Act of 1934.

         2. The  Registrant's  Annual  Report  on Form  10-K for the year  ended
December 31, 1995.

         3. The  Registrant's  Quarterly  Reports on Form 10-Q for the  quarters
ended March 31, 1996 and June 30, 1996.

               All documents filed by the Registrant pursuant to Sections 13(a),
13(c),  14 and  15(d) of the  Securities  Exchange  Act of 1934  after  the date
hereof,  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  herein
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.


                                      II-1
<PAGE>

Item 6.        Indemnification of Directors and Officers

        Section 317 of the California Corporations Code authorizes the Company's
Board of  Directors  to grant  indemnity  to  directors  and  officers  in terms
sufficiently broad to permit such  indemnification  under certain  circumstances
for liabilities  (including  reimbursement for expenses  incurred) arising under
the  Securities  Act of 1933, as amended (the  "Securities  Act").  Furthermore,
Article IV of the  Company's  Amended and  Restated  Articles  of  Incorporation
eliminates  the  liability  of a director  for  monetary  damages to the fullest
extent  permissible  under  California  law.  In  addition,  Article  VI of  the
Company's Bylaws provides for  indemnification  of certain officers,  directors,
employees  and other agents to the maximum  extent  permitted by the  California
Corporations Code. The Company has entered into indemnification  agreements with
its  officers  and  directors  which  provide  such  persons  with  the  maximum
indemnification  allowed under  applicable  law. These  agreements  also resolve
certain procedural and substantive matters which are not covered, or are covered
in less detail, in the Bylaws or the California Corporations Code.


Item 7.        Exemption from Registration Claimed

               Not Applicable.


Item 8.        Exhibits



Exhibit                                                
Number                               Document       
- --------------  ----------------------------------------------------------------
4.1             1996 Stock Plan

4.2*            1992 Director Option Plan

5.1             Opinion of counsel as to legality of securities being registered

23.1            Consent of Grant Thornton, LLP, Independent Certified Public
                Accountants

23.2            Consent of Ernst & Young, LLP, Independent Auditors

23.3            Consent of Counsel (contained in Exhibit 5.1).

24.1            Power of Attorney (see page II-5).

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

*Filed as an exhibit to Registration  Statement on Form S-8 (File No. 33-57280),
as filed with the SEC on January 21, 1993.


                                      II-2

<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, each filing of the
Registrant's  annual  report  pursuant to Section  13(a) or Section 15(d) of the
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.

        (h)  Insofar  as  indemnification  for  liabilities  arising  under  the
Securities  Act of 1933, as amended may be permitted to directors,  officers and
controlling  persons of the Registrant pursuant to the items described in Item 6
of Part II of this Registration Statement, or otherwise, the Registrant has been
advised  that in the opinion of the  Securities  and  Exchange  Commission  such
indemnification  is against  public policy as expressed in the Securities Act of
1933  and  is,  therefore,   unenforceable.  In  the  event  that  a  claim  for
indemnification  against  such  liabilities  (other  than  the  payment  by  the
Registrant of expenses  incurred or paid by a director,  officer or  controlling
person of the  Registrant  in the  successful  defense  of any  action,  suit or
proceeding)  is  asserted by such  director,  officer or  controlling  person in
connection with the securities being registered,  the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit  to a  court  of  appropriate  jurisdiction  the  question  whether  such
indemnification  by it is against  public policy as expressed in the  Securities
Act of 1933 and will be governed by the final adjudication of such issue.

                                      II-3
<PAGE>

                                   SIGNATURES

         Pursuant  to the  requirements  of the  Securities  Act  of  1933,  the
Registrant,  Power Spectra,  Inc.,  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 the 15th day of August, 1996.

                                      POWER SPECTRA, INC.


                                      By:   /s/ Gordon H. Smith
                                            -------------------------------
                                            Gordon H. Smith, President and
                                            Chief Executive Officer


                                POWER OF ATTORNEY

         KNOW ALL PERSONS BY THESE  PRESENTS,  that each person whose  signature
appears below  constitutes  and appoints  Gordon H. Smith and Edward J. Lamb and
each of them, acting individually,  as his attorney-in-fact,  with full power of
substitution,  for  him  and in any and  all  capacities,  to  sign  any and all
amendments to this Registration Statement (including post-effective  amendments)
and to file  the  same,  with  all  exhibits  thereto  and  other  documents  in
connection  therewith,  with the  Securities  and  Exchange  Commission,  hereby
ratifying  and  confirming  our  signatures  as they may be  signed  by our said
attorney to any and all amendments to the Registration Statement.
<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/ Gordon H. Smith                        President, Chief Executive Officer          August 15, 1996
- ------------------------------------        and Director (Principal Executive 
Gordon H. Smith                             Officer)                          
                                            

 /s/ Edward J. Lamb                         Chief Financial Officer  (Principal         August 15, 1996
- ---------------------------                 Financial and Accounting Officer)
Edward J. Lamb                      

 /s/ Michael I. Gamble                      Director                                    August 15, 1996
- ------------------------------------
Michael I. Gamble

 /s/ Richard A. Williams                    Director                                    August 15, 1996
- ------------------------------------
Richard A. Williams

 /s/ John Hewitt, Jr.                       Director                                    August 15, 1996
- ------------------------------------
John Hewitt, Jr.

 /s/ John W. Pauly                          Director                                    August 15, 1996
- ------------------------------------
John W. Pauly

 /s/ Gene J. Kennedy                        Director                                    August 15, 1996
- ---------------------------
Gene J. Kennedy


                                            Director                                    
- ---------------------------
James A. Glaze

</TABLE>

                                      II-4

<PAGE>



                               POWER SPECTRA, INC.
                       REGISTRATION STATEMENT ON FORM S-8

                                INDEX TO EXHIBITS




   Exhibit                                           
   Number                         Description
- ------------- -----------------------------------------------------------------
    4.1       1996 Stock Plan
    4.2*      1992 Director Option Plan
    5.1       Opinion of counsel as to legality of securities being registered
   23.1       Consent of Grant Thornton, LLP, Independent Certified Public
              Accountants
   23.2       Consent of Ernst & Young, LLP, Independent Auditors
   23.3       Consent of Counsel (contained in Exhibit 5.1)
   24.1       Power of Attorney (see page II-5)



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

*   Filed as an  exhibit  to  Registration  Statement  on Form S-8 (File No. 33-
    57280), as filed with the SEC on January 21, 1993.


                                       S-1
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 15364}]
{"company-data": {"conformed-name": "POWER SPECTRA INC /CA/", "cik": "0000777527", "assigned-sic": "8731", "irs-number": "942687782", "state-of-incorporation": "CA", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-10369", "film-number": "96617265"}, "business-address": {"street1": "919 HERMOSA COURT", "city": "SUNNYVALE", "state": "CA", "zip": "94086-4103", "phone": "4087377977"}, "mail-address": {"street1": "919 HERMOSA COURT", "city": "SUNNYVALE", "state": "CA", "zip": "24086-4103"}}
As filed with the Securities and Exchange Commission on August 16, 1996
                                                   Registration No. 333-
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      Under
                           The Securities Act of 1933

                               POWER SPECTRA, INC.
              (Exact nam of Registrant as specified in its charter)

            California                                   94-2687782       
  (State or other jurisdiction              (I.R.S. Employer Identification No.)
 of incorporation or organization) 

                                919 Hermosa Court
                           Sunnyvale, California 94086
   (Address, including zip code, of Registrant's principal executive offices)

                                 1996 STOCK PLAN
                              DIRECTOR OPTION PLAN
                            (Full title of the plan)

                                 GORDON H. SMITH
                      President and Chief Executive Officer
                               POWER SPECTRA, INC.
                                919 Hermosa Court
                           Sunnyvale, California 94086
                                 (408) 737-7977
(Name, address, and telephone number, including area code, of agent for service)

                                    Copy to:
                            ROBERT T. CLARKSON, ESQ.
                       Wilson, Sonsini, Goodrich & Rosati
                            Professional Corporation
                               650 Page Mill Road
                               Palo Alto, CA 94304
                                 (415) 493-9300
CALCULATION OF REGISTRATION FEE
====================================================================================================================
                                                                        Proposed        Proposed
                                                                        Maximum         Maximum
                                                         Amount         Offering        Aggregate      Amount of
         Title of Securities to                          to be           Price          Offering      Registration
            be Registered                              Registered       Per Share        Price            Fee
- --------------------------------------------------------------------------------------------------------------------
Common Stock issuable upon exercise  of 
options  to be granted under 1996 Stock Plan           1,500,000         $1.00         $1,500,000     $1,500,000
- --------------------------------------------------------------------------------------------------------------------
Common Stock issuable under Director Option Plan         170,000         $1.00           $170,000       $170,000
- --------------------------------------------------------------------------------------------------------------------
Total shares of Common Stock                           1,670,000                       $1,670,000     $1,670,000
====================================================================================================================
(1)      Estimated  in  accordance  with Rule  457(h)  solely for the purpose of
         calculating  the  registration  fee.  Based upon the closing prices per
         share of the Common Stock in over-the- counter trading as of August 12,
         1996.
POWER SPECTRA, INC.

                       REGISTRATION STATEMENT ON FORM S-8

PART II - INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.        Incorporation of Documents by Reference

         There are  hereby  incorporated  by  reference  into this  Registration
Statement  and into  the  Prospectus  relating  to this  Registration  Statement
pursuant to Rule 428 the following  documents and information  heretofore  filed
with the Securities and Exchange Commission (the "Commission"):

         1. The  description of the  Registrant's  Common Stock contained in the
Registrant's  Registration  Statement  on Form 8-A dated  April 18,  1988  filed
pursuant to Section 12 of the Securities Exchange Act of 1934.

         2. The  Registrant's  Annual  Report  on Form  10-K for the year  ended
December 31, 1995.

         3. The  Registrant's  Quarterly  Reports on Form 10-Q for the  quarters
ended March 31, 1996 and June 30, 1996.

               All documents filed by the Registrant pursuant to Sections 13(a),
13(c),  14 and  15(d) of the  Securities  Exchange  Act of 1934  after  the date
hereof,  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  herein
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.

                                      II-1
Item 6.        Indemnification of Directors and Officers

        Section 317 of the California Corporations Code authorizes the Company's
Board of  Directors  to grant  indemnity  to  directors  and  officers  in terms
sufficiently broad to permit such  indemnification  under certain  circumstances
for liabilities  (including  reimbursement for expenses  incurred) arising under
the  Securities  Act of 1933, as amended (the  "Securities  Act").  Furthermore,
Article IV of the  Company's  Amended and  Restated  Articles  of  Incorporation
eliminates  the  liability  of a director  for  monetary  damages to the fullest
extent  permissible  under  California  law.  In  addition,  Article  VI of  the
Company's Bylaws provides for  indemnification  of certain officers,  directors,
employees  and other agents to the maximum  extent  permitted by the  California
Corporations Code. The Company has entered into indemnification  agreements with
its  officers  and  directors  which  provide  such  persons  with  the  maximum
indemnification  allowed under  applicable  law. These  agreements  also resolve
certain procedural and substantive matters which are not covered, or are covered
in less detail, in the Bylaws or the California Corporations Code.

Item 7.        Exemption from Registration Claimed

               Not Applicable.

Item 8.        Exhibits

Exhibit                                                
Number                               Document       
- --------------  ----------------------------------------------------------------
4.1             1996 Stock Plan

4.2*            1992 Director Option Plan

5.1             Opinion of counsel as to legality of securities being registered

23.1            Consent of Grant Thornton, LLP, Independent Certified Public
                Accountants

23.2            Consent of Ernst & Young, LLP, Independent Auditors

23.3            Consent of Counsel (contained in Exhibit 5.1).

24.1            Power of Attorney (see page II-5).

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

*Filed as an exhibit to Registration  Statement on Form S-8 (File No. 33-57280),
as filed with the SEC on January 21, 1993.

                                      II-2
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, each filing of the
Registrant's  annual  report  pursuant to Section  13(a) or Section 15(d) of the
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.

        (h)  Insofar  as  indemnification  for  liabilities  arising  under  the
Securities  Act of 1933, as amended may be permitted to directors,  officers and
controlling  persons of the Registrant pursuant to the items described in Item 6
of Part II of this Registration Statement, or otherwise, the Registrant has been
advised  that in the opinion of the  Securities  and  Exchange  Commission  such
indemnification  is against  public policy as expressed in the Securities Act of
1933  and  is,  therefore,   unenforceable.  In  the  event  that  a  claim  for
indemnification  against  such  liabilities  (other  than  the  payment  by  the
Registrant of expenses  incurred or paid by a director,  officer or  controlling
person of the  Registrant  in the  successful  defense  of any  action,  suit or
proceeding)  is  asserted by such  director,  officer or  controlling  person in
connection with the securities being registered,  the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit  to a  court  of  appropriate  jurisdiction  the  question  whether  such
indemnification  by it is against  public policy as expressed in the  Securities
Act of 1933 and will be governed by the final adjudication of such issue.

                                      II-3
SIGNATURES

         Pursuant  to the  requirements  of the  Securities  Act  of  1933,  the
Registrant,  Power Spectra,  Inc.,  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 the 15th day of August, 1996.

                                      POWER SPECTRA, INC.

                                      By:   /s/ Gordon H. Smith
                                            -------------------------------
                                            Gordon H. Smith, President and
                                            Chief Executive Officer

                                POWER OF ATTORNEY

         KNOW ALL PERSONS BY THESE  PRESENTS,  that each person whose  signature
appears below  constitutes  and appoints  Gordon H. Smith and Edward J. Lamb and
each of them, acting individually,  as his attorney-in-fact,  with full power of
substitution,  for  him  and in any and  all  capacities,  to  sign  any and all
amendments to this Registration Statement (including post-effective  amendments)
and to file  the  same,  with  all  exhibits  thereto  and  other  documents  in
connection  therewith,  with the  Securities  and  Exchange  Commission,  hereby
ratifying  and  confirming  our  signatures  as they may be  signed  by our said
attorney to any and all amendments to the Registration Statement.

         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/ Gordon H. Smith                        President, Chief Executive Officer          August 15, 1996
- ------------------------------------        and Director (Principal Executive 
Gordon H. Smith                             Officer)                          
                                            

 /s/ Edward J. Lamb                         Chief Financial Officer  (Principal         August 15, 1996
- ---------------------------                 Financial and Accounting Officer)
Edward J. Lamb                      

 /s/ Michael I. Gamble                      Director                                    August 15, 1996
- ------------------------------------
Michael I. Gamble

 /s/ Richard A. Williams                    Director                                    August 15, 1996
- ------------------------------------
Richard A. Williams

 /s/ John Hewitt, Jr.                       Director                                    August 15, 1996
- ------------------------------------
John Hewitt, Jr.

 /s/ John W. Pauly                          Director                                    August 15, 1996
- ------------------------------------
John W. Pauly

 /s/ Gene J. Kennedy                        Director                                    August 15, 1996
- ---------------------------
Gene J. Kennedy

                                            Director                                    
- ---------------------------
James A. Glaze
II-4
POWER SPECTRA, INC.
                       REGISTRATION STATEMENT ON FORM S-8

                                INDEX TO EXHIBITS

   Exhibit                                           
   Number                         Description
- ------------- -----------------------------------------------------------------
    4.1       1996 Stock Plan
    4.2*      1992 Director Option Plan
    5.1       Opinion of counsel as to legality of securities being registered
   23.1       Consent of Grant Thornton, LLP, Independent Certified Public
              Accountants
   23.2       Consent of Ernst & Young, LLP, Independent Auditors
   23.3       Consent of Counsel (contained in Exhibit 5.1)
   24.1       Power of Attorney (see page II-5)

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

*   Filed as an  exhibit  to  Registration  Statement  on Form S-8 (File No. 33-
    57280), as filed with the SEC on January 21, 1993.

                                       S-1