As filed with the Securities and Exchange Commission on August 17, 2000.
                                                   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)

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

                        Qualified Stock Option Agreements
                       1998 Nonstatutory Stock Option Plan
                              (Full Title of Plans)

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

                                MICHAEL D. ANGEL
              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>

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

                         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                  Price(2)                  Fee
---------------------------- ---------------------- --------------------- ----------------------- ----------------------
<S>                                  <C>
Common Stock, $.001 par
 value, to be issued under
 the 1998 Nonstatutory
 Stock Option Plan(3)                250,000              $14.25(1)            $ 3,562,500             $  940.50
---------------------------- ---------------------- --------------------- ----------------------- ----------------------
Common Stock, $.001 par
 value, to be issued under
 the Non-Qualified Stock
 Option Agreements with
    T. Waechter(3)                   250,000              $23.063              $ 5,765,625             $1,522.13
---------------------------- ---------------------- --------------------- ----------------------- ----------------------
Common Stock, $.001 par value,
 to be issued under the
 Non-Qualified Stock Option
 Agreement with
    M. Angel(3)                      110,000              $22.50               $ 2,475,000             $  653.40
---------------------------- ---------------------- --------------------- ----------------------- ----------------------
Common Stock, $.001 par value,
 to be issued under the
 Non-Qualified Stock Option
 Agreement with
   J. Quinn(3)                        50,000              $11.375              $   568,750             $  150.15
---------------------------- ---------------------- --------------------- ----------------------- ----------------------
Common Stock, $.001 par value,
 to be issued under the
 Non-Qualified Stock Option
 Agreement with
  G. Garrettson(3)                    25,000              $22.25               $   556,250             $  146.85
---------------------------- ---------------------- --------------------- ----------------------- ----------------------
           Total                                                               $12,928,125             $3,413.03
---------------------------- ---------------------- --------------------- ----------------------- ----------------------
<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 10, 2000.

(2)      Pursuant to Rule 416(a) of the Securities Act of 1933, as amended, this
         Registration  Statement  shall also cover any additional  shares of the
         Registrant's   Common  Stock  that  becomes  issuable  under  the  1998
         Nonstatutory  Stock  Plan and the Non-Qualified Stock Option Agreements
         with Messrs. Waechter, Angel, Garrettson and Quinn.

(3)      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>

                                       -1-

<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,  2000,  filed  pursuant  to  Section  13 of the
         Securities Exchange Act of 1934, as amended (the "1934 Act");

                  (b) The Company's Proxy Statement dated July 28, 2000 relating
         to the Company's 2000 Annual Meeting of Shareholders;

                  (c) The Company's Quarterly Report on Form 10-Q for the fiscal
         quarter  ended July 2, 2000,  filed  pursuant to Section 13 of the 1934
         Act;

                  (d)  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;

                  (e) 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

                  (f) 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)  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.


                                      -2-

<PAGE>

         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.
<TABLE>
Item 8.  Exhibits
<CAPTION>
                  Exhibit
                   Number                                       Documents

          -----------------------  ------------------------------------------------------------------------
<S>                <C>             <C>
                      4.1          1998 Nonstatutory Stock Option Plan and form of Stock Option Agreement.

                      4.2          Stock Option Agreement dated April 10, 2000 between
                                   Registrant and Thomas H. Waechter

                      4.3          Stock Option Agreement dated December 10, 1999 between
                                   Registrant and Michael D. Angel.

                      4.4          Stock Option Agreement dated December 13, 1999 between
                                   Registrant and John P. Quinn

                      4.5          Stock Option Agreement dated November 18, 1997 between
                                   Registrant and Garrett A. Garrettson

                      5.1          Opinion of counsel as to legality of securities being registered

                     23.1          Consent of Counsel (contained in Exhibit 5.1)

                   23.2.1          Consent of PricewaterhouseCoopers LLP

                   23.2.2          Consent of KPMG LLP

                     24.1          Power of Attorney (see page 6)

</TABLE>
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


                                      -3-

<PAGE>

         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 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.


                                      -4-

<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 17th day of August 2000.



                          SPECTRIAN CORPORATION



                          By:        /s/ Michael D. Angel
                               ------------------------------------------------
                          Michael D. Angel
                          Executive Vice President, Finance and Administration,
                          Chief Financial Officer and Secretary (Principal
                          Financial and Accounting Officer)


                                      -5-

<PAGE>

                                POWER OF ATTORNEY

         KNOW ALL PERSONS BY THESE  PRESENTS,  that each person whose  signature
appears below  constitutes and appoints Thomas H. Waechter and Michael D. Angel,
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/ Thomas H. Waechter                          President, Chief Executive Officer and
------------------------------------------      Director (Principal Executive Officer)       August 17, 2000
(Thomas H. Waechter)


                                                Executive Vice President, Finance and
                                                Administration, Chief Financial Officer
/s/ Michael D. Angel                            and Secretary (Principal Financial and
------------------------------------------      Accounting Officer)                          August 17, 2000
(Michael D. Angel)


/s/ Garrett A. Garrettson                       Director and Chairman                        August 17, 2000
------------------------------------------
(Garrett A. Garrettson)


/s/ James A. Cole                               Director                                     August 17, 2000
------------------------------------------
(James A. Cole)


/s/ Martin Cooper                               Director                                     August 17, 2000
------------------------------------------
(Martin Cooper)


/s/ Charles D. Kissner                          Director                                     August 17, 2000
------------------------------------------
(Charles D. Kissner)


/s/ Robert W. Shaner                            Director                                     August 17, 2000
------------------------------------------
(Robert W. Shaner)


/s/ Robert C. Wilson                            Director                                     August 17, 2000
------------------------------------------
(Robert C. Wilson)

</TABLE>

                                                      -6-

<PAGE>



                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

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

                                    EXHIBITS

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

                       Registration Statement on Form S-8

                              SPECTRIAN CORPORATION

                                 August 17, 2000



                                      -7-

<PAGE>

<TABLE>
                                          SPECTRIAN CORPORATION

                                   REGISTRATION STATEMENT ON FORM S-8

                                            INDEX TO EXHIBITS
<CAPTION>
    Exhibit

    Number                                    Description                                           Page
--------------------------------------------------------------------------------------------------------------
<S>    <C>                                                                                            <C>
          4.1    1998 Nonstatutory Stock Option Plan.                                                  9

          4.2    Stock Option  Agreement  dated April 10, 2000 between  Registrant  and               24
                 Thomas H. Waechter

          4.3    Stock Option Agreement dated December 10, 1999 between  Registrant and               29
                 Michael D. Angel.

          4.4    Stock Option Agreement dated December 13, 1999 between  Registrant and               34
                 John P. Quinn

          4.5    Stock Option Agreement dated November 18, 1997 between  Registrant and               39
                 Garrett A. Garrettson

          5.1    Opinion of counsel as to legality of securities being registered                     44

         23.1    Consent of Counsel (contained in Exhibit 5.1)

       23.2.1    Consent of PricewaterhouseCoopers LLP                                                45

       23.2.2    Consent of KPMG LLP                                                                  46

         24.1    Power of Attorney (see page 6)
</TABLE>

                                                  -8-
[{"type": "S-8", "sequence": "1", "filename": "0001.txt", "description": "S-8", "secsgml_size_bytes": 22108}]
{"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": "333-44046", "film-number": "705167"}, "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 17, 2000.
                                                   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)

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

                        Qualified Stock Option Agreements
                       1998 Nonstatutory Stock Option Plan
                              (Full Title of Plans)

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

                                MICHAEL D. ANGEL
              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                  Price(2)                  Fee
---------------------------- ---------------------- --------------------- ----------------------- ----------------------
Common Stock, $.001 par
 value, to be issued under
 the 1998 Nonstatutory
 Stock Option Plan(3)                250,000              $14.25(1)            $ 3,562,500             $  940.50
---------------------------- ---------------------- --------------------- ----------------------- ----------------------
Common Stock, $.001 par
 value, to be issued under
 the Non-Qualified Stock
 Option Agreements with
    T. Waechter(3)                   250,000              $23.063              $ 5,765,625             $1,522.13
---------------------------- ---------------------- --------------------- ----------------------- ----------------------
Common Stock, $.001 par value,
 to be issued under the
 Non-Qualified Stock Option
 Agreement with
    M. Angel(3)                      110,000              $22.50               $ 2,475,000             $  653.40
---------------------------- ---------------------- --------------------- ----------------------- ----------------------
Common Stock, $.001 par value,
 to be issued under the
 Non-Qualified Stock Option
 Agreement with
   J. Quinn(3)                        50,000              $11.375              $   568,750             $  150.15
---------------------------- ---------------------- --------------------- ----------------------- ----------------------
Common Stock, $.001 par value,
 to be issued under the
 Non-Qualified Stock Option
 Agreement with
  G. Garrettson(3)                    25,000              $22.25               $   556,250             $  146.85
---------------------------- ---------------------- --------------------- ----------------------- ----------------------
           Total                                                               $12,928,125             $3,413.03
---------------------------- ---------------------- --------------------- ----------------------- ----------------------
(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 10, 2000.

(2)      Pursuant to Rule 416(a) of the Securities Act of 1933, as amended, this
         Registration  Statement  shall also cover any additional  shares of the
         Registrant's   Common  Stock  that  becomes  issuable  under  the  1998
         Nonstatutory  Stock  Plan and the Non-Qualified Stock Option Agreements
         with Messrs. Waechter, Angel, Garrettson and Quinn.

(3)      Includes Preferred Share Purchase Rights which, prior to the occurrence
         of certain events, will not be exercisable or evidenced separately from
         the Common Stock.
-1-
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,  2000,  filed  pursuant  to  Section  13 of the
         Securities Exchange Act of 1934, as amended (the "1934 Act");

                  (b) The Company's Proxy Statement dated July 28, 2000 relating
         to the Company's 2000 Annual Meeting of Shareholders;

                  (c) The Company's Quarterly Report on Form 10-Q for the fiscal
         quarter  ended July 2, 2000,  filed  pursuant to Section 13 of the 1934
         Act;

                  (d)  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;

                  (e) 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

                  (f) 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)  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.

                                      -2-
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 Nonstatutory Stock Option Plan and form of Stock Option Agreement.

                      4.2          Stock Option Agreement dated April 10, 2000 between
                                   Registrant and Thomas H. Waechter

                      4.3          Stock Option Agreement dated December 10, 1999 between
                                   Registrant and Michael D. Angel.

                      4.4          Stock Option Agreement dated December 13, 1999 between
                                   Registrant and John P. Quinn

                      4.5          Stock Option Agreement dated November 18, 1997 between
                                   Registrant and Garrett A. Garrettson

                      5.1          Opinion of counsel as to legality of securities being registered

                     23.1          Consent of Counsel (contained in Exhibit 5.1)

                   23.2.1          Consent of PricewaterhouseCoopers LLP

                   23.2.2          Consent of KPMG LLP

                     24.1          Power of Attorney (see page 6)
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

                                      -3-
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 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.

                                      -4-
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 17th day of August 2000.

                          SPECTRIAN CORPORATION

                          By:        /s/ Michael D. Angel
                               ------------------------------------------------
                          Michael D. Angel
                          Executive Vice President, Finance and Administration,
                          Chief Financial Officer and Secretary (Principal
                          Financial and Accounting Officer)

                                      -5-
POWER OF ATTORNEY

         KNOW ALL PERSONS BY THESE  PRESENTS,  that each person whose  signature
appears below  constitutes and appoints Thomas H. Waechter and Michael D. Angel,
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/ Thomas H. Waechter                          President, Chief Executive Officer and
------------------------------------------      Director (Principal Executive Officer)       August 17, 2000
(Thomas H. Waechter)

                                                Executive Vice President, Finance and
                                                Administration, Chief Financial Officer
/s/ Michael D. Angel                            and Secretary (Principal Financial and
------------------------------------------      Accounting Officer)                          August 17, 2000
(Michael D. Angel)

/s/ Garrett A. Garrettson                       Director and Chairman                        August 17, 2000
------------------------------------------
(Garrett A. Garrettson)

/s/ James A. Cole                               Director                                     August 17, 2000
------------------------------------------
(James A. Cole)

/s/ Martin Cooper                               Director                                     August 17, 2000
------------------------------------------
(Martin Cooper)

/s/ Charles D. Kissner                          Director                                     August 17, 2000
------------------------------------------
(Charles D. Kissner)

/s/ Robert W. Shaner                            Director                                     August 17, 2000
------------------------------------------
(Robert W. Shaner)

/s/ Robert C. Wilson                            Director                                     August 17, 2000
------------------------------------------
(Robert C. Wilson)
-6-
SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

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

                                    EXHIBITS

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

                       Registration Statement on Form S-8

                              SPECTRIAN CORPORATION

                                 August 17, 2000

                                      -7-
SPECTRIAN CORPORATION

                                   REGISTRATION STATEMENT ON FORM S-8

                                            INDEX TO EXHIBITS
Exhibit

    Number                                    Description                                           Page
--------------------------------------------------------------------------------------------------------------
4.1    1998 Nonstatutory Stock Option Plan.                                                  9

          4.2    Stock Option  Agreement  dated April 10, 2000 between  Registrant  and               24
                 Thomas H. Waechter

          4.3    Stock Option Agreement dated December 10, 1999 between  Registrant and               29
                 Michael D. Angel.

          4.4    Stock Option Agreement dated December 13, 1999 between  Registrant and               34
                 John P. Quinn

          4.5    Stock Option Agreement dated November 18, 1997 between  Registrant and               39
                 Garrett A. Garrettson

          5.1    Opinion of counsel as to legality of securities being registered                     44

         23.1    Consent of Counsel (contained in Exhibit 5.1)

       23.2.1    Consent of PricewaterhouseCoopers LLP                                                45

       23.2.2    Consent of KPMG LLP                                                                  46

         24.1    Power of Attorney (see page 6)
-8-