As filed with the Securities and Exchange Commission on September 2, 1997
                                                    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 name 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)



                            1991 DIRECTOR STOCK 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:
                              AARON J. ALTER, ESQ.
                               RAMSEY HANNA, ESQ.
                        Wilson Sonsini Goodrich & Rosati
                            Professional Corporation
                               650 Page Mill Road
                               Palo Alto, CA 94304
                                 (650) 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 under 1991 Director             300,000                 $0.5625                $168,750               $51.14
Stock Plan
====================================================================================================================================
<FN>
(1)  Estimated  in  accordance  with  Rule  457(h)  solely  for the  purpose  of
     calculating the registration fee. Based upon the average of the bid and ask
     prices  per share of the  Common  Stock in  over-the-counter  trading as of
     August 28, 1997.

</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 (the "Exchange Act").

         2.       The  Registrant's  Annual  Report on Form 10-K for the  fiscal
                  year ended December 31, 1996.

         3.       The  Registrant's  Quarterly  Reports  on  Form  10-Q  for the
                  quarters ended March 31, 1997 and June 30, 1997.

                  All  documents  filed by the  Registrant  pursuant to Sections
13(a),  13(c), 14 and 15(d) of the Exchange Act 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        1991 Director Stock Plan, as amended and restated to date.
    5.1        Opinion of counsel as to legality of securities being registered
   23.1        Consent of Grant Thornton,  L.L.P.,  Independent  Accountants  
   23.2        Consent of Ernst & Young,  L.L.P.,  Independent Auditors 
   23.3        Consent of Counsel  (contained  in Exhibit  5.1) 
   24.1        Power of  Attorney  (see page II-4)
               
Item 9.           Undertakings

         (a)      The undersigned Registrant hereby undertakes:

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


                                      II-2

<PAGE>



                  (2) That, for the purpose of determining  any liability  under
the Securities Act, 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,  each  filing  of  the
Registrant's  annual  report  pursuant to Section  13(a) or Section 15(d) of the
Exchange Act 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,  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 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 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 28th day of August, 1997.

                                         POWER SPECTRA, INC.


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

<TABLE>

                                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.

<CAPTION>


               Signature                                           Title                                   Date
-----------------------------------------   -----------------------------------------------------   ---------------------------
<S>                                         <C>                                                      <C>
/s/ GORDON H. SMITH                         President, Chief Executive Officer and                   August 28, 1997
----------------------------------------    Director (Principal Executive Officer)
Gordon H. Smith                          

/s/ EDWARD J. LAMB                          Chief Financial Officer (Principal                       August 28, 1997
----------------------------------------    Financial and Accounting Officer)
Edward J. Lamb                          

/s/ HAROLD T. BOWLING                       Director                                                 August 28, 1997
----------------------------------------
Harold T. Bowling

                                            Director                                                 August ___, 1997
-----------------------------------
James A. Glaze

/s/ JAY W. HUBBARD                          Director                                                 August 28, 1997
----------------------------------------
Jay W. Hubbard

/s/ GENE J. KENNEDY                         Director                                                 August 28, 1997
----------------------------------------
Gene J. Kennedy

/s/ JAMES A. LOVELL, JR.                    Director                                                 August 28, 1997
----------------------------------------
James A. Lovell, Jr.

                                            Director                                                 August ___, 1997
----------------------------------------
John W. Pauly

</TABLE>

                                      II-4

<PAGE>

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

                                INDEX TO EXHIBITS




    Exhibit
     Number                        Description
   --------- -------------------------------------------------------------------
      4.1    1991 Director Stock Plan, as amended and restated to date.
      5.1    Opinion of counsel as to legality of securities being registered
     23.1    Consent  of Grant  Thornton,  L.L.P.,  Independent  Accountants  
     23.2    Consent of Ernst & Young,  L.L.P.,  Independent  Auditors  
     23.3    Consent of Counsel (contained in Exhibit 5.1) 
     24.1    Power of Attorney (see page II-4)
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 14863}]
{"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": "333-34805", "film-number": "97674285"}, "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 September 2, 1997
                                                    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 name 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)

                            1991 DIRECTOR STOCK 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:
                              AARON J. ALTER, ESQ.
                               RAMSEY HANNA, ESQ.
                        Wilson Sonsini Goodrich & Rosati
                            Professional Corporation
                               650 Page Mill Road
                               Palo Alto, CA 94304
                                 (650) 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 under 1991 Director             300,000                 $0.5625                $168,750               $51.14
Stock Plan
====================================================================================================================================
(1)  Estimated  in  accordance  with  Rule  457(h)  solely  for the  purpose  of
     calculating the registration fee. Based upon the average of the bid and ask
     prices  per share of the  Common  Stock in  over-the-counter  trading as of
     August 28, 1997.
================================================================================
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 (the "Exchange Act").

         2.       The  Registrant's  Annual  Report on Form 10-K for the  fiscal
                  year ended December 31, 1996.

         3.       The  Registrant's  Quarterly  Reports  on  Form  10-Q  for the
                  quarters ended March 31, 1997 and June 30, 1997.

                  All  documents  filed by the  Registrant  pursuant to Sections
13(a),  13(c), 14 and 15(d) of the Exchange Act 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        1991 Director Stock Plan, as amended and restated to date.
    5.1        Opinion of counsel as to legality of securities being registered
   23.1        Consent of Grant Thornton,  L.L.P.,  Independent  Accountants  
   23.2        Consent of Ernst & Young,  L.L.P.,  Independent Auditors 
   23.3        Consent of Counsel  (contained  in Exhibit  5.1) 
   24.1        Power of  Attorney  (see page II-4)
               
Item 9.           Undertakings

         (a)      The undersigned Registrant hereby undertakes:

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

                                      II-2
(2) That, for the purpose of determining  any liability  under
the Securities Act, 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,  each  filing  of  the
Registrant's  annual  report  pursuant to Section  13(a) or Section 15(d) of the
Exchange Act 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,  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 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 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 28th day of August, 1997.

                                         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 and                   August 28, 1997
----------------------------------------    Director (Principal Executive Officer)
Gordon H. Smith                          

/s/ EDWARD J. LAMB                          Chief Financial Officer (Principal                       August 28, 1997
----------------------------------------    Financial and Accounting Officer)
Edward J. Lamb                          

/s/ HAROLD T. BOWLING                       Director                                                 August 28, 1997
----------------------------------------
Harold T. Bowling

                                            Director                                                 August ___, 1997
-----------------------------------
James A. Glaze

/s/ JAY W. HUBBARD                          Director                                                 August 28, 1997
----------------------------------------
Jay W. Hubbard

/s/ GENE J. KENNEDY                         Director                                                 August 28, 1997
----------------------------------------
Gene J. Kennedy

/s/ JAMES A. LOVELL, JR.                    Director                                                 August 28, 1997
----------------------------------------
James A. Lovell, Jr.

                                            Director                                                 August ___, 1997
----------------------------------------
John W. Pauly
II-4
POWER SPECTRA, INC.
                       REGISTRATION STATEMENT ON FORM S-8

                                INDEX TO EXHIBITS

    Exhibit
     Number                        Description
   --------- -------------------------------------------------------------------
      4.1    1991 Director Stock Plan, as amended and restated to date.
      5.1    Opinion of counsel as to legality of securities being registered
     23.1    Consent  of Grant  Thornton,  L.L.P.,  Independent  Accountants  
     23.2    Consent of Ernst & Young,  L.L.P.,  Independent  Auditors  
     23.3    Consent of Counsel (contained in Exhibit 5.1) 
     24.1    Power of Attorney (see page II-4)