As filed with the Securities and Exchange Commission on December 26, 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 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:
                            ROBERT T. CLARKSON, ESQ.
                        Wilson Sonsini Goodrich & Rosati
                            Professional Corporation
                               650 Page Mill Road
                               Palo Alto, CA 94304
                                 (415) 493-9300

<TABLE>
                                                  CALCULATION OF REGISTRATION FEE
====================================================================================================================================
<CAPTION>

                                                                                    Proposed          Proposed
                                                                                     Maximum          Maximum
                                                                   Amount           Offering          Aggregate       Amount of
                Title of Securities to                              to be             Price           Offering      Registration
                    be Registered                                Registered         Per Share           Price           Price
------------------------------------------------------------------------------------------------------------------------------------
<S>                                                                <C>              <C>              <C>                  <C>
Common Stock issuable upon exercise of options
to be granted under 1991 Director Stock Plan                       350,000             $0.5469         $191,400.00       $58.00
------------------------------------------------------------------------------------------------------------------------------------
         Total shares of Common Stock                              350,000             $0.5469         $191,400.00       $58.00
====================================================================================================================================

<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
     December 19, 1996
</FN>
</TABLE>

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

<PAGE>



                                 EXPLANATORY NOTE

     Pursuant to General Instruction C to Form S-8, this Registration  Statement
on Form S-8  relates  in part to the  registration  for  reoffer  and  resale of
certain currently outstanding shares of Common Stock of the Registrant that were
originally issued prior to the filing of this Registration Statement pursuant to
employee  benefit  plans,  as  defined  in Rule 405 of  Regulation  C under  the
Securities  Act of  1933,  as  amended  (the  "Securities  Act"),  and  that are
"restricted  securities"  as defined  by Rule  144(a)(3)  promulgated  under the
Securities Act. Accordingly,  this Registration  Statement contains a prospectus
prepared  in  accordance  with  the  requirements  of  Part I of Form  S-3.  The
Registrant, as of the date hereof, satisfies the registrant requirements for use
of Form S-3.




<PAGE>



                               POWER SPECTRA, INC.
<TABLE>

              Cross-Reference Sheet Showing Location in Prospectus
                  of Information Required by Items of Form S-3



<CAPTION>

                      Form S-3 Item and Heading                                Location in Prospectus     
----------------------------------------------------------------------     -------------------------------
<S>                                                                        <C> 
   1.  Forepart of the Registration Statement and Outside                  
       Front Cover Page of Prospectus................................      Front Cover Page

   2.  Inside Front and Outside Back Cover Pages                           
       of Prospectus.................................................      Inside Front Cover Page

   3.  Summary Information, Risk Factors and Ratio of                      
       Earnings to Fixed Charges.....................................      The Company; Risk Factors

   4.  Use of Proceeds...............................................      Not applicable

   5.  Determination of Offering Price...............................      Not applicable

   6.  Dilution......................................................      Not applicable

   7.  Selling Security Holders......................................      Selling Shareholders

   8.  Plan of Distribution..........................................      Plan of Distribution

   9.  Description of Securities to be Registered....................      Not applicable

  10.  Interests of Named Experts and Counsel........................      Not applicable

  11.  Material Changes..............................................      Not applicable

  12.  Incorporation of Certain Information by Reference.............      Information Incorporated by Reference

  13.  Disclosure of Commission Position on Indemnification                
       for Securities Act Liabilities................................      Indemnification of Directors and Officers

</TABLE>


<PAGE>


PROSPECTUS
----------
                                 297,241 Shares

                               POWER SPECTRA, INC.

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

                                  Common Stock

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

     This Prospectus  relates to 253,042 shares of Common Stock ("Common Stock")
of Power Spectra,  Inc. (the "Company"),  which may be offered from time to time
by certain  shareholders of the Company (the "Selling  Shareholders")  for their
own accounts.  It is anticipated that the Selling Shareholders will offer shares
for sale at  prevailing  prices  in the  over-the-counter  market on the date of
sale.  The  Company  will  receive  no  part of the  proceeds  from  sales  made
hereunder.  All expenses of  registration  incurred by the Company in connection
with the  offering  will be borne by the  Company,  but all  selling  and  other
expenses  incurred by each  Selling  Shareholder  will be borne by such  Selling
Shareholder.  None of the shares offered  pursuant to this  Prospectus have been
registered  prior to the  filing of the  Registration  Statement  of which  this
Prospectus is a part.

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

     See "Risk  Factors"  for  certain  information  which  should be  carefully
considered  before  purchasing  shares of Common Stock to which this  Prospectus
relates.

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

     Each Selling  Shareholder and any broker executing selling orders on behalf
of a Selling Shareholder may be deemed to be an "underwriter" within the meaning
of the Securities Act of 1933, as amended (the "Securities Act"), in which event
commissions received by such broker may be deemed to be underwriting commissions
under the Securities Act.

     The Common  Stock of the Company is traded in the  over-the-counter  market
(Trading  Symbol:  PWSP).  On December 23, 1996, the average of the high and low
bid  prices  of the  Company's  Common  Stock  as  reported  on  the  Non-Nasdaq
Over-the-Counter Market was $0.547 per share.

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

  THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
   AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
    SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
        PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
            REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

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

               THIS DOCUMENT CONSTITUTES A PROSPECTUS COVERING
                 SHARES THAT HAVE BEEN REGISTERED UNDER THE
                     SECURITIES ACT OF 1933, AS AMENDED.

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

                The date of this Prospectus is December 26, 1996



<PAGE>

                              AVAILABLE INFORMATION

     No  person  is  authorized  to  give  any   information   or  to  make  any
representations,  other than those contained in this  Prospectus,  in connection
with the offering  described herein,  and, if given or made, such information or
representations must not be relied upon as having been authorized by the Company
or the Selling  Shareholders.  This  Prospectus  does not constitute an offer to
sell, or a solicitation of an offer to buy, nor shall there be any sale of these
securities  by any person in any  jurisdiction  in which it is unlawful for such
person to make such offer,  solicitation  or sale.  Neither the delivery of this
Prospectus nor any sale made hereunder shall under any  circumstances  create an
implication  that the  information  contained  herein is  correct as of any time
subsequent to the date hereof.

     The Company is subject to the informational  reporting  requirements of the
Securities  Exchange  Act of 1934,  as  amended  (the  "Exchange  Act"),  and in
accordance therewith files reports,  proxy statements and other information with
the Securities and Exchange Commission (the "Commission").  Such reports,  proxy
statements  and other  information  can be  inspected  and  copied at the public
reference facilities maintained by the Commission at Room 1024, Judiciary Plaza,
450 Fifth Street, N.W., Washington,  D.C. 20549 and at the Commission's Regional
Offices  located at 7 World Trade Center,  13th Floor,  New York, New York 10048
and at Northwest Atrium Center,  500 West Madison Street,  Suite 1400,  Chicago,
Illinois  60661.  Copies of such  material  also can be obtained from the Public
Reference Section of the Commission at 450 Fifth Street, N.W., Washington,  D.C.
20549, at prescribed rates.

     The Company hereby  undertakes to provide  without charge to each person to
whom a copy of this Prospectus is delivered, upon written or oral request of any
such person,  a copy of any and all documents that are incorporated by reference
in this Prospectus (other than exhibits to such documents,  unless such exhibits
are specifically  incorporated by reference into such  documents).  Requests for
such copies should be directed to the Company's Chief  Financial  Officer at 919
Hermosa Court,  Sunnyvale,  California 94086. The Company's  telephone number at
that location is (408) 737-7977.

     This Prospectus contains information concerning the Company and the sale of
its Common  Stock by the  Selling  Shareholders,  but does not  contain  all the
information set forth in the Registration Statement on Form S-8 that the Company
has  filed  with the  Commission  under the  Securities  Act.  The  Registration
Statement,  including  various  exhibits,  may be inspected at the  Commission's
office in Washington, D.C.


                 INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

     The following documents filed by the Company with the Commission are hereby
incorporated by reference in this Prospectus: (i) the Company's Annual Report on
Form 10-K for the year ended December 31, 1995,  filed pursuant to Section 13 of
the  Exchange  Act;  (ii) the  Company's  Quarterly  Report on Form 10-Q for the
quarter ended March 31, 1996,  filed pursuant to Section 13 of the Exchange Act;
(iii) the Company's Quarterly Report on Form 10-Q for the quarter ended June 30,
1996,  filed  pursuant to Section 13 of the  Exchange  Act;  (iv) the  Company's
Quarterly  Report on Form 10-Q for the quarter ended  September 30, 1996,  filed
pursuant to Section 13 of the Exchange  Act; (v) the Company's  Proxy  Statement
dated April 26, 1996 for the 1996 Annual Meeting of Shareholders, filed pursuant
to Section 14 of the Exchange  Act;  (vi) the Company's  Proxy  Statement  dated
December 10, 1996 for the 1997 Special Meeting of  Shareholders,  filed pursuant
to Section 14 of the Exchange  Act; and (vii) the  description  of the Company's
Common Stock contained in its  Registration  Statement on Form 8-A as filed with
the Commission on April 18, 1988.

     All reports and other  documents  filed by the Company  pursuant to Section
13(a),  13(c), 14 or 15(d) of the Exchange Act after the date of this Prospectus
and prior to the termination of this offering shall be deemed to be incorporated
by  reference  herein  and to be a part  hereof  from the date of filing of such
reports and documents.  Any statement  incorporated herein shall be deemed to be
modified or  superseded  for  purposes of this  Prospectus  to the extent that a
statement  contained  herein or in any other  subsequently  filed document which
also  is or is  deemed  to be  incorporated  by  reference  herein  modifies  or
supersedes such statement.  Any statement so modified or superseded shall not be
deemed,  except as so  modified  or  superseded,  to  constitute  a part of this
Prospectus.

                                       -2-

<PAGE>

                                   THE COMPANY

     Power Spectra, Inc. (the "Company") develops,  designs and markets a family
of products that use proprietary high speed semiconductor  devices that generate
extremely rapid, high power electromagnetic impulses. The primary business focus
of the  Company has been the  development  of the Bulk  Avalanche  Semiconductor
Switch  ("BASS"),  an  optically-triggered,  high-powered  switch  that has been
developed and patented by the Company.

     Since its  inception,  nearly all of the Company's  revenues have come from
defense-related  research and development  contracts related to BASS development
and applications.  The Company currently is seeking to exploit its technology in
both  military  and  commercial  applications.  Possible  military  applications
include  suppression of enemy air defenses,  aircraft and tank  self-protection,
anti-ship defense,  communication  jammers,  foliage and earth penetrating radar
and secure  communications  systems. In commercial and industrial  markets,  the
Company has  identified a number of new  applications  that include  laser-based
measurement systems,  hazardous waste detection and subterranean oil and mineral
detection for geological exploration.

     The  Company  was  incorporated  in the State of  California  in 1979.  Its
principal  executive  offices  are  located  at 919  Hermosa  Court,  Sunnyvale,
California, and its telephone number is (408) 737-7977.

                                       -3-

<PAGE>


                                  RISK FACTORS

     An  investment in the Company  involves a high degree of risk.  Prospective
purchasers of the shares offered hereby should consider  carefully the following
information,  together with the other  information  set forth in this Prospectus
and incorporated by reference herein, before making an investment in the shares.

     This Prospectus contains forward-looking  statements that involve risks and
uncertainties.   The  Company's   actual  results  of  operations  could  differ
materially  from those  anticipated  in these  forward-looking  statements  as a
result of  certain  factors,  including  those set forth in the  following  risk
factors and elsewhere in this Prospectus.

     History of Losses; Accumulated Deficit

     Since its  inception,  the  Company  has  generally  operated  at a loss as
government contract revenues, which represent most of the historical revenues of
the Company,  and other sources of income were insufficient to cover general and
administrative,  research  and  development  and  other  costs  incurred  by the
Company.  The Company  recorded  net losses of  ($2,562,230),  ($1,112,507)  and
($786,139) for the years ended December 31, 1995, December 31, 1994 and December
31, 1992,  respectively,  and net income of $172,608 for the year ended December
31, 1993.  At  September  30, 1996,  the Company had an  accumulated  deficit of
approximately ($14,070,000).  The Company expects that it will continue to incur
losses for the foreseeable future and does not expect to become profitable until
its contract revenues increase substantially from current levels or it begins to
receive significant product sales and license and/or royalty income. There is no
assurance that the Company will achieve profitable operations in the foreseeable
future, if at all.

     Product Development and Enhancements

     The  development  of high power  switching  components  and  products  is a
complex  engineering  effort  involving  significant  risk.  While  the  Company
believes  it has  completed  development  of its  core  technology,  significant
additional  development  efforts  must be made in  order to  achieve  commercial
acceptance of its products.  There is no assurance that the Company will succeed
in this effort.

     Complex Manufacturing Process

     The manufacture of  semiconductor-based  power switching  devices is highly
complex  and  sensitive  to a wide  variety of factors,  including  the level of
contaminants in the manufacturing environment,  impurities in the materials used
and the  performance  of personnel and equipment.  The Company has  periodically
experienced  yield  problems,  and there can be no assurance that these problems
will not reoccur.  Should the Company  experience  protracted  production delays
attributable to manufacturing complexity,  its ability to deliver products would
be materially affected.

     Historical Dependence on Boeing Relationship

     From October 1988 through  July 1994,  the Company  received  approximately
$23,500,000 in research funding from Boeing Electronics  Company for development
and enhancement of the BASS technology and products. In the years ended December
31,  1994,  1993 and  1992,  the  Company  recognized  revenues  of  $1,600,000,
$3,100,000 and $3,700,000,  respectively, in connection with the Boeing Research
Agreement.   Although  the  Company  successfully  completed  several  contracts
throughout  the  duration of this  relationship,  during  1994,  Boeing made the
strategic  decision to focus its resources on its missile and aircraft business.
As part  of this  decision,  Boeing  reorganized  its  electronics  company  and
consolidated it with its Defense and Space Group.  The Company will have to look
to alternative  revenue sources to replace the revenues  generated by the Boeing
relationship,  and there is no assurance that the Company will  successfully  be
able to do so in the short-term, if at all.

                                       -4-

<PAGE>


     Dependence on Boeing Equipment

     Boeing has granted the Company the right to use its  equipment  on a loaned
basis for the  Company's  purposes,  subject  to annual  renewal.  Additionally,
should  the  Company  desire  to  acquire  title  and  ownership  of the  loaned
equipment,  Boeing  and  the  Company  will  attempt  to  negotiate  appropriate
consideration in return for the transfer of title and ownership.  However, there
is no assurance that an agreement satisfactory to the Company can be reached. If
Boeing  chooses to no longer loan the equipment to the Company,  as it may do in
its sole discretion,  and an acceptable  agreement for the Company's purchase of
the  equipment  cannot  be  attained,  the  Company  would be  required  to find
alternative sources of equipment,  either for purchase or rent, or would have to
outsource  its  manufacturing  while  still  in  possession  of a  manufacturing
facility.  Any of these  circumstances could cause delays in the manufacture and
delivery of the Company's  products and could have a material  adverse impact on
the Company's results of operations.

     Expiration of Air Force Contract

     The  Company's  contract  with the United  States Air Force expired in June
1996,  and such contract has been a significant  source of revenues since it was
awarded to the Company in 1990. The aggregate  contract value has increased over
the  period  of the  contract,  from the  Phase I  cost-plus-fixed-fee  value of
$5,192,744 to  $10,517,881 as of February 8, 1995.  With the  termination of the
Air Force contract,  it is necessary to find alternative sources of revenue, and
there is no assurance that the Company will be successful in accomplishing  this
result.  If the  Company is not  successful  in  replacing  the revenue and cash
generated by the Air Force  contract,  the Company,  as presently  sized,  would
continue to experience  significant  operating  losses and significant  negative
cash flow. Eventually, the Company would be required to significantly reduce its
operations.  There  can be no  assurance  that the  Company's  current  level of
operations will be able to be maintained.

     Dependence on Government Contracts

     A material portion of the Company's business results from contracts with or
for government  agencies.  The Company  expects to continue to be dependent upon
such  contracts  for a substantial  portion of its revenues for the  foreseeable
future. Government contracts generally provide for the termination or adjustment
of material terms of such contracts at the election of the  government,  and the
government may pursue contractual,  administrative,  civil and criminal remedies
for improper or illegal  activities  associated  with  obtaining and  performing
government contracts.  Administrative remedies include suspension,  debarment or
ineligibility  of all or part of a company from receiving  government  contracts
and  government-approved  subcontracts.  Any such action by the government could
have a material adverse impact upon the Company's  business.  Moreover,  general
political  and  economic  conditions,  which  cannot  be  accurately  predicted,
directly and indirectly  affect the quantity and allocation of  expenditures  by
governmental  agencies.  Therefore,  cutbacks in the federal budget could have a
material  adverse  impact on the Company's  results of operations so long as the
Company remains dependent on government contracts.

     Limitations on Protection of Intellectual Property

     The  Company  believes  its  ability  to  compete  effectively  with  other
companies  may be  materially  dependent  upon  the  proprietary  nature  of its
technologies.  The Company holds a number of domestic  patents  covering various
aspects of its BASS technology but has no patents or patent applications pending
on its PSIristorTM technology. There is no assurance that any additional patents
will be  granted to the  Company  or that the  Company's  patents  will  provide
meaningful protection from competition. Moreover, there can be no assurance that
any patents  will be upheld by a court  should the  Company  seek to enforce its
rights against an infringer or that the Company will have  sufficient  resources
to prosecute its patent and other  intellectual  property  rights.  Furthermore,
issuance of a valid patent does not prevent other  companies from  independently
developing  technology  similar to the Company's,  and there can be no assurance
that any  particular  aspect of the  Company's  technology  will not be found to
infringe the claims of other

                                       -5-

<PAGE>


existing  patents.  In addition to patent  protection,  the Company  relies to a
significant extent on proprietary  know-how and trade secrets  particularly with
respect to its  PSIristor,  which it considers a highly  proprietary  invention.
There can be no assurance,  however,  that others will not independently develop
superior  know-how or obtain  access to know-how  and trade  secrets used by the
Company that the Company now considers proprietary.

     Future Reliance upon Distributors

     Historically,  the  Company  has  relied  primarily  upon  a  direct  sales
organization and, to a lesser extent,  upon  manufacturers'  representatives  to
sell and  distribute its commercial  products.  In order to materially  increase
revenues and achieve sustained profitability (of which there is no assurance) as
the Company continues to commercialize its products,  it expects that it will be
required  to  depend  to a far  greater  degree  upon  distributors.  While  any
particular distributor may have an extensive distribution network,  distributors
typically represent other third-party  suppliers,  including  competitors of the
Company, to whom it may devote greater time, effort and attention.  There can be
no  assurance  that  the  Company  will  successfully  establish  the  requisite
distribution  relationships or that those relationships will result in increased
revenues.

     Competition

     The  markets  for  the  Company's   products  are  highly  competitive  and
characterized by rapid technological  change,  sudden price fluctuations,  rapid
rates of product obsolescence, periodic shortages of materials and variations in
manufacturing  yields and efficiencies.  The Company's  competitive  position is
affected by all of these factors and by industry competition for effective sales
and  distribution  channels.  The Company's  potential and existing  competitors
include major  ultrasonic  proximity  sensor vendors,  four of whom  constituted
approximately 67% of the market in 1993. Most of the Company's  competitors have
substantially greater financial,  technical,  marketing and other resources than
does the Company.  Principal competitive factors include price,  performance and
features.  The Company expects that its markets will become more  competitive in
the  future,  and  there  is no  assurance  that  the  Company  will  be able to
successfully compete in its selected markets.

     Need to Successfully Launch and Fund New Ventures

     The Company  believes it must  continue to seek and obtain other sources of
revenue to continue operations.  As part of this strategy,  the Company recently
negotiated  a  joint  venture,  called  PEAC  Airborne  Technologies,  Inc.  and
completed the formation of a second joint venture,  called LandRay Technologies,
Inc.  Both  ventures  will  require  additional  funding  in order to enable the
Company and its joint venture  partners to carry out their  respective  plans of
operations.

     PEAC is initially seeking  $7,000,000 in equity financing.  If the offering
is  successfully  completed,  the  Company  will  receive a  portion  of the net
proceeds  to develop its  ultra-wideband  ground  penetrating  radar ("UWB GPR")
technologies.  Failure  of PEAC to raise  the  necessary  financing  will have a
material adverse impact on the Company's revenues and cash flows.

     Although  the Company  has entered  into the  LandRay  joint  venture,  its
success is  dependent  upon  demonstrating  the  feasibility  of UWB GPR systems
capable of locating and identifying  minerals and oil and gas formations.  There
is no assurance  that LandRay and the Company will be successful in this regard.
Failure of LandRay and the Company to adequately  demonstrate  such  feasibility
will have a material adverse impact on the Company's revenues and cash flows.

     There can be no  assurances  that the proposed  PEAC joint  venture will be
consummated,  that the PEAC and  LandRay  joint  ventures  will be able to raise
adequate  funding  on  acceptable  terms,  that  the  Company  will  be  able to
successfully  enter into any  additional  suitable  partnership or joint venture
arrangements or that such arrangements,

                                       -6-

<PAGE>



when  entered  into,  will  prove  to be  beneficial  for  the  Company  and its
shareholders.  There also can be no assurance  that the proposed  joint  venture
agreements,  if consummated,  will generate  sufficient  revenues to replace the
revenues previously  generated by the Air Force contract.  Failure to succeed in
one or more strategic  partnerships or joint venture  relationships could have a
material adverse effect on the Company's plan of operations and results.

     Potential Volatility of Stock Price

     The market price of the Common Stock may be highly  volatile.  Factors such
as  variations  in  the  Company's   revenues,   earnings  and  cash  flow,  and
announcements of  technological  innovations or price reductions by the Company,
its  competitors or providers of alternative  products and processes could cause
the market price of the Common Stock to  fluctuate  substantially.  In addition,
the securities  markets have recently  experienced  significant price and volume
fluctuations that have particularly  affected  technology-based  companies,  and
resulted in changes in the market  prices of the stocks of many  companies  that
have not been directly related to the operating  performance of those companies.
Such broad  market  fluctuations  may  adversely  affect the market price of the
Common Stock following this offering.

     No Assurance of Nasdaq Trading

     The Company's  Common Stock is currently  traded in dealer  transactions on
the Electronic Bulletin Board maintained by the National Quotation Bureau, Inc.,
an  over-the-counter  market in which  liquidity is typically  limited and price
volatility can be great. The Electronic  Bulletin Board is generally  considered
to be a less  efficient  market  because,  among  other  reasons,  it  does  not
automatically  provide  real  time  quotation.  The  Company's  Common  Stock is
currently not eligible for quotation on The Nasdaq  SmallCap  MarketSM as of the
commencement  of this offering,  and there is no assurance that the Company will
meet the  eligibility  requirements  for quotation on Nasdaq in the  foreseeable
future.  Until the Common Stock is approved for Nasdaq trading, if ever, holders
of the  Common  Stock will be  required  to sell their  securities  through  the
facilities  of the OTC  Electronic  Bulletin  Board.  In  addition,  should  the
Company's  Common  Stock not be listed on Nasdaq by the second  quarter of 1998,
outstanding  warrants to purchase up to 1,354,593 shares of the Company's Common
Stock at an average price of $1.10 per share will become  exercisable.  Exercise
of some or all of such warrants  could have a dilutive  effect on  shareholders'
ownership interests.


                                       -7-

<PAGE>


                              SELLING SHAREHOLDERS

<TABLE>
     The following table shows (i) the names of the Selling  Shareholders,  (ii)
the number of shares  beneficially  owned by such persons as of October 31, 1996
prior to the  offering,  (iii) the shares to be sold by each of them pursuant to
the  offering and (iv) the number of shares  beneficially  owned by such persons
after the offering.

<CAPTION>

                                                                                                              Shares Beneficially 
                                                               Shares                                        Owned After Offering
                                                            Beneficially                                  --------------------------
                                                            Owned Prior              Shares                                  Percent
                       Name                                to Offering(1)            Offered                Number          of Class
-------------------------------------------------          --------------            --------              --------         --------
<S>                                                             <C>                   <C>                   <C>                <C> 
Gordon H. Smith(2) ..............................                66,416                17,034                49,382             *
Gene J. Kennedy(2) ..............................               465,667                46,472               419,195             2.6%
John W. Pauly(2) ................................               163,373                46,472               116,901             *
Michael I. Gamble(3) ............................               146,425                 2,890               143,535             *
Richard A. Williams(4) ..........................               151,350                46,472               104,878             *
John Hewitt, Jr.(2) .............................               143,909                46,472                97,437             *
James A. Glaze(5) ...............................                17,190                13,463                 3,727             *
Stuart J. Northrop ..............................                73,879                33,009                40,870             *
Drury J. Gallagher(2) ...........................               283,443                44,957               238,486             1.5%
                                                           ------------           -----------             ---------          -------
          TOTAL .................................             1,511,652               297,241             1,214,411             7.4%
<FN>

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

*    Represents  less  than 1% of the total  number  of  shares of Common  Stock
     outstanding.
(1)  Except as indicated below, the persons named in the table, to the Company's
     knowledge, have sole voting and investment power with respect to all shares
     of Common Stock shown as beneficially  owned by them,  subject to community
     property laws where applicable.
(2)  Includes 40,000 shares issuable upon exercise of options exercisable within
     60 days of the Record  Date. 
(3)  Includes  133,535  shares  issuable  upon  exercise of options  exercisable
     within 60 days of the Record Date. 
(4)  Includes 55,000 shares issuable upon exercise of options exercisable within
     60 days of the Record  Date.
(5)  Includes 10,000 shares issuable upon exercise of options exercisable within
     60 days of the Record Date.
</FN>
</TABLE>

                                       -8-

<PAGE>

<TABLE>

     The  following  table  sets  forth  the  beneficial  ownership  of Series A
Preferred  Stock and Series B  Preferred  Stock of the Company as of October 31,
1996 by each  Selling  Shareholder.  No shares of  Series A  Preferred  Stock or
Series B Preferred Stock will be sold pursuant to this Prospectus.

<CAPTION>


                                                 Shares of Preferred Stock Beneficially Owned(1)
                                                 ----------------------------------------------
                     Name                             No. of Shares     Percent of Class(2)
----------------------------------------------       --------------     -------------------
<S>                                                        <C>               <C>
Gordon H. Smith ..............................             --                *
Gene J. Kennedy ..............................             89                4.7%
Michael I. Gamble (3) ........................             10(3)             *
John Hewitt, Jr ..............................             10                *
Richard A. Williams ..........................             10                *
John W. Pauly ................................             --                *
James A. Glaze ...............................             --                *
Stuart J. Northrop ...........................             --                *
Drury J. Gallagher ...........................             --                *

<FN>
--------------------
*    Represents  less than 1% of the total number of shares of  Preferred  Stock
     outstanding.
(1)  Except as noted below,  the persons  named in the table,  to the  Company's
     knowledge, have sole voting and investment power with respect to all shares
     of  Preferred  Stock  shown  as  beneficially  owned by  them,  subject  to
     community property laws where applicable.
(2)  Represents  the  percentage  obtained by  dividing  the number of shares of
     Common Stock into which the shares of Series A Preferred Stock and Series B
     Preferred Stock held by the beneficial  owner are convertible by the number
     of shares of Common  Stock  into which all  outstanding  shares of Series A
     Preferred Stock and Series B Preferred Stock are convertible.
(3)  Represents  shares owned  jointly by Mr.  Gamble and his spouse,  Charlotte
     Anne Gamble.
</FN>
</TABLE>

                                       -9-


<PAGE>

                              PLAN OF DISTRIBUTION

     The Company  has been  advised by the  Selling  Shareholders  that they (or
their respective donees,  transferees or other successors in interest) intend to
sell all or a portion  of the  shares  offered  hereby  from time to time in the
over-the-counter  market and that sales will be made at prices prevailing at the
times of such  sales.  Such  persons  may also make  private  sales  directly or
through a broker or brokers, who may act as agent or as principal. In connection
with any sales, the Selling  Shareholders and any brokers  participating in such
sales may be deemed to be underwriters within the meaning of the Securities Act.
The Company will receive no part of the proceeds of sales made hereunder.

     Any  broker-dealer  participating in such transactions as agent may receive
commissions  from a Selling  Shareholder or a purchaser of such securities (and,
if it acts as agent for the  purchaser  of such  shares,  from such  purchaser).
Usual and  customary  brokerage  fees will be paid by the Selling  Shareholders.
Broker-dealers  may agree with a Selling  Shareholder to sell a specified number
of  shares  at a  stipulated  price  per  share,  and,  to  the  extent  such  a
broker-dealer is unable to do so acting as agent for a Selling  Shareholder,  to
purchase as  principal  any unsold  shares at the price  required to fulfill the
broker-dealer  commitment to a Selling  Shareholder.  Broker-dealers who acquire
shares as  principal  may  thereafter  resell  such  shares from time to time in
transactions  (which  may  involve  cross and block  transactions  and which may
involve sales to and through other broker-dealers, including transactions of the
nature  described  above)  in  the   over-the-counter   market,   in  negotiated
transactions or otherwise at market prices  prevailing at the time of sale or at
negotiated  prices,  and in  connection  with such resales may pay to or receive
from the purchasers of such shares commissions computed as described above.

     The Company has advised the Selling Shareholders that the anti-manipulative
Rules 10b-6 and 10b-7 under the Securities Exchange Act of 1934, as amended (the
"Exchange  Act"),  may apply to their sales in the market,  has  furnished  each
Selling Shareholder with a copy of these Rules and has informed them of the need
for  delivery  of  copies  of this  Prospectus.  The  Selling  Shareholders  may
indemnify any broker-dealer that participates in transactions involving the sale
of the shares against certain liabilities,  including  liabilities arising under
the Securities Act. Any commissions paid or any discounts or concessions allowed
to any such  broker-dealers,  and any  profits  received  on the  resale of such
shares,  may be deemed to be underwriting  discounts and  commissions  under the
Securities Act if any such broker-dealers purchase shares as principal.

     Upon  notification  by the Selling  Shareholders  to the  Company  that any
material  arrangement has been entered into with a broker-dealer for the sale of
shares through a cross or block trade, a supplemental  prospectus  will be filed
under  Rule  424(c)  under  the  Securities  Act  setting  forth the name of the
participating  broker-dealer(s),  the  number of shares  involved,  the price at
which such shares were sold by such Selling Shareholder, the commissions paid or
discounts  or   concessions   allowed  by  such  Selling   Shareholder  to  such
broker-dealer(s),  and  where  applicable,  that such  broker-dealer(s)  did not
conduct any investigation to verify the information set out in this Prospectus.

         Any  securities  covered  by this  Prospectus  which  qualify  for sale
pursuant to Rule 144 under the Securities Act may be sold under that Rule rather
than pursuant to this Prospectus.

         There can be no assurance that the Selling  Shareholders  will sell any
or all of the shares of Common Stock offered by them hereunder.

                                      -10-


<PAGE>


                    INDEMNIFICATION OF DIRECTORS AND OFFICERS

     The  Company's  Articles of  Incorporation  limit,  to the  maximum  extent
permitted by  California  law, the personal  liability of directors for monetary
damages  for breach of their  fiduciary  duties as a  director.  The Company has
entered  into  indemnification   agreements  with  its  officers  and  directors
containing  provisions  which are in some  respects  broader  than the  specific
indemnification  provisions  contained in the California  Corporation  Code. The
indemnification  agreements require the Company, among other things to indemnify
such officers and directors against certain liabilities that may arise by reason
of their  status or service as  directors  or officers  (other than  liabilities
arising from willful misconduct of a culpable nature), to advance their expenses
incurred as a result of any  proceeding  against  them as to which they could be
indemnified,  and to obtain directors' and officers' insurance,  if available on
reasonable  terms.  The Company  believes that these agreements are necessary to
attract and retain qualified persons as directors and officers.

     Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors,  officers or persons  controlling  the Registrant
pursuant to the foregoing  provisions,  the Registrant has been informed 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.


                                  LEGAL MATTERS

     The  validity of the Power  Spectra  Common  Stock  offered  hereby for the
Company  and the  Selling  Shareholders  by Wilson  Sonsini  Goodrich  & Rosati,
Professional Corporation ("WSGR"), Palo Alto, California.


                                     EXPERTS

     The financial statements of the Company as of December 31, 1995 and for the
year ended  December 31, 1995,  have been  incorporated  by reference  herein in
reliance upon the reports of Grant Thornton LLP, independent auditors, appearing
elsewhere  herein,  and upon the authority of said firm as experts in accounting
and auditing.

     The financial  statements of the Company  appearing in the Company's Annual
Report  (Form  10-K) for the years  ended  December  31, 1994 and 1993 have been
audited by Ernst & Young LLP, independent auditors, as set forth in their report
thereon (which  contains an explanatory  paragraph with respect to the Company's
ability to continue as a going  concern as mentioned in Note 1 to the  financial
statements)  included  therein  and  incorporated  herein  by  reference.   Such
statements  are  incorporated  herein by reference in reliance  upon such report
given upon the authority of such firm as experts in accounting and auditing.

                                      -11-

<PAGE>


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




                                                         297,241 Shares    
              TABLE OF CONTENTS                                            
                                                                
                                       Page             POWER SPECTRA, INC.
                                       ----                                
Available Information.....................2            
Incorporation of Certain Documents                         ------------        
     by Reference.........................2                               
The Company...............................3               Common Stock
Risk Factors..............................4            
Selling Shareholders......................8
Plan of Distribution......................9                PROSPECTUS
Legal Matters............................10              
Experts..................................10                  
                                                       December 26, 1996 

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


<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

         See "Incorporation of Certain Documents by Reference."

Item 4.  Description of Securities

         Not Applicable.

Item 5.  Interests of Named Experts and Counsel

         Not applicable.

Item 6.  Indemnification of Directors and Officers

         See "Indemnification of Directors and Officers."

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-5)

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-1

<PAGE>




                  (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-2

<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 23rd day of December, 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 and Director          December 23, 1996
----------------------------------------    (Principal Executive Officer)
Gordon H. Smith                             

/s/ EDWARD J. LAMB                          Chief Financial Officer (Principal Financial and         December 16, 1996
----------------------------------------    Accounting Officer) 
Edward J. Lamb                                          
                                                                                                     
                                            Director                                                 December __, 1996
---------------------------------------- 
Michael I. Gamble

/s/ RICHARD A. WILLIAMS                     Director                                                 December 16, 1996
----------------------------------------
Richard A. Williams

/s/ JOHN HEWITT, JR                         Director                                                 December 16, 1996
----------------------------------------
John Hewitt, Jr.

/s/ JOHN W. PAULY                           Director                                                 December 16, 1996
----------------------------------------
John W. Pauly

/s/ GENE J. KENNEDY                         Director                                                 December 16, 1996
----------------------------------------
Gene J. Kennedy

/s/ JAMES A. GLAZE                          Director                                                 December 16, 1996
--------------------------------------------
James A. Glaze

</TABLE>

                                      II-3

<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-5)


                                       S-1
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 55753}]
{"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": "333-18837", "film-number": "96686426"}, "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 December 26, 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 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:
                            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           Price
------------------------------------------------------------------------------------------------------------------------------------
Common Stock issuable upon exercise of options
to be granted under 1991 Director Stock Plan                       350,000             $0.5469         $191,400.00       $58.00
------------------------------------------------------------------------------------------------------------------------------------
         Total shares of Common Stock                              350,000             $0.5469         $191,400.00       $58.00
====================================================================================================================================
(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
     December 19, 1996
================================================================================
EXPLANATORY NOTE

     Pursuant to General Instruction C to Form S-8, this Registration  Statement
on Form S-8  relates  in part to the  registration  for  reoffer  and  resale of
certain currently outstanding shares of Common Stock of the Registrant that were
originally issued prior to the filing of this Registration Statement pursuant to
employee  benefit  plans,  as  defined  in Rule 405 of  Regulation  C under  the
Securities  Act of  1933,  as  amended  (the  "Securities  Act"),  and  that are
"restricted  securities"  as defined  by Rule  144(a)(3)  promulgated  under the
Securities Act. Accordingly,  this Registration  Statement contains a prospectus
prepared  in  accordance  with  the  requirements  of  Part I of Form  S-3.  The
Registrant, as of the date hereof, satisfies the registrant requirements for use
of Form S-3.
POWER SPECTRA, INC.

              Cross-Reference Sheet Showing Location in Prospectus
                  of Information Required by Items of Form S-3
Form S-3 Item and Heading                                Location in Prospectus     
----------------------------------------------------------------------     -------------------------------
1.  Forepart of the Registration Statement and Outside                  
       Front Cover Page of Prospectus................................      Front Cover Page

   2.  Inside Front and Outside Back Cover Pages                           
       of Prospectus.................................................      Inside Front Cover Page

   3.  Summary Information, Risk Factors and Ratio of                      
       Earnings to Fixed Charges.....................................      The Company; Risk Factors

   4.  Use of Proceeds...............................................      Not applicable

   5.  Determination of Offering Price...............................      Not applicable

   6.  Dilution......................................................      Not applicable

   7.  Selling Security Holders......................................      Selling Shareholders

   8.  Plan of Distribution..........................................      Plan of Distribution

   9.  Description of Securities to be Registered....................      Not applicable

  10.  Interests of Named Experts and Counsel........................      Not applicable

  11.  Material Changes..............................................      Not applicable

  12.  Incorporation of Certain Information by Reference.............      Information Incorporated by Reference

  13.  Disclosure of Commission Position on Indemnification                
       for Securities Act Liabilities................................      Indemnification of Directors and Officers
PROSPECTUS
----------
                                 297,241 Shares

                               POWER SPECTRA, INC.

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

                                  Common Stock

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

     This Prospectus  relates to 253,042 shares of Common Stock ("Common Stock")
of Power Spectra,  Inc. (the "Company"),  which may be offered from time to time
by certain  shareholders of the Company (the "Selling  Shareholders")  for their
own accounts.  It is anticipated that the Selling Shareholders will offer shares
for sale at  prevailing  prices  in the  over-the-counter  market on the date of
sale.  The  Company  will  receive  no  part of the  proceeds  from  sales  made
hereunder.  All expenses of  registration  incurred by the Company in connection
with the  offering  will be borne by the  Company,  but all  selling  and  other
expenses  incurred by each  Selling  Shareholder  will be borne by such  Selling
Shareholder.  None of the shares offered  pursuant to this  Prospectus have been
registered  prior to the  filing of the  Registration  Statement  of which  this
Prospectus is a part.

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

     See "Risk  Factors"  for  certain  information  which  should be  carefully
considered  before  purchasing  shares of Common Stock to which this  Prospectus
relates.

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

     Each Selling  Shareholder and any broker executing selling orders on behalf
of a Selling Shareholder may be deemed to be an "underwriter" within the meaning
of the Securities Act of 1933, as amended (the "Securities Act"), in which event
commissions received by such broker may be deemed to be underwriting commissions
under the Securities Act.

     The Common  Stock of the Company is traded in the  over-the-counter  market
(Trading  Symbol:  PWSP).  On December 23, 1996, the average of the high and low
bid  prices  of the  Company's  Common  Stock  as  reported  on  the  Non-Nasdaq
Over-the-Counter Market was $0.547 per share.

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

  THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
   AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
    SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
        PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
            REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

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

               THIS DOCUMENT CONSTITUTES A PROSPECTUS COVERING
                 SHARES THAT HAVE BEEN REGISTERED UNDER THE
                     SECURITIES ACT OF 1933, AS AMENDED.

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

                The date of this Prospectus is December 26, 1996
AVAILABLE INFORMATION

     No  person  is  authorized  to  give  any   information   or  to  make  any
representations,  other than those contained in this  Prospectus,  in connection
with the offering  described herein,  and, if given or made, such information or
representations must not be relied upon as having been authorized by the Company
or the Selling  Shareholders.  This  Prospectus  does not constitute an offer to
sell, or a solicitation of an offer to buy, nor shall there be any sale of these
securities  by any person in any  jurisdiction  in which it is unlawful for such
person to make such offer,  solicitation  or sale.  Neither the delivery of this
Prospectus nor any sale made hereunder shall under any  circumstances  create an
implication  that the  information  contained  herein is  correct as of any time
subsequent to the date hereof.

     The Company is subject to the informational  reporting  requirements of the
Securities  Exchange  Act of 1934,  as  amended  (the  "Exchange  Act"),  and in
accordance therewith files reports,  proxy statements and other information with
the Securities and Exchange Commission (the "Commission").  Such reports,  proxy
statements  and other  information  can be  inspected  and  copied at the public
reference facilities maintained by the Commission at Room 1024, Judiciary Plaza,
450 Fifth Street, N.W., Washington,  D.C. 20549 and at the Commission's Regional
Offices  located at 7 World Trade Center,  13th Floor,  New York, New York 10048
and at Northwest Atrium Center,  500 West Madison Street,  Suite 1400,  Chicago,
Illinois  60661.  Copies of such  material  also can be obtained from the Public
Reference Section of the Commission at 450 Fifth Street, N.W., Washington,  D.C.
20549, at prescribed rates.

     The Company hereby  undertakes to provide  without charge to each person to
whom a copy of this Prospectus is delivered, upon written or oral request of any
such person,  a copy of any and all documents that are incorporated by reference
in this Prospectus (other than exhibits to such documents,  unless such exhibits
are specifically  incorporated by reference into such  documents).  Requests for
such copies should be directed to the Company's Chief  Financial  Officer at 919
Hermosa Court,  Sunnyvale,  California 94086. The Company's  telephone number at
that location is (408) 737-7977.

     This Prospectus contains information concerning the Company and the sale of
its Common  Stock by the  Selling  Shareholders,  but does not  contain  all the
information set forth in the Registration Statement on Form S-8 that the Company
has  filed  with the  Commission  under the  Securities  Act.  The  Registration
Statement,  including  various  exhibits,  may be inspected at the  Commission's
office in Washington, D.C.

                 INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

     The following documents filed by the Company with the Commission are hereby
incorporated by reference in this Prospectus: (i) the Company's Annual Report on
Form 10-K for the year ended December 31, 1995,  filed pursuant to Section 13 of
the  Exchange  Act;  (ii) the  Company's  Quarterly  Report on Form 10-Q for the
quarter ended March 31, 1996,  filed pursuant to Section 13 of the Exchange Act;
(iii) the Company's Quarterly Report on Form 10-Q for the quarter ended June 30,
1996,  filed  pursuant to Section 13 of the  Exchange  Act;  (iv) the  Company's
Quarterly  Report on Form 10-Q for the quarter ended  September 30, 1996,  filed
pursuant to Section 13 of the Exchange  Act; (v) the Company's  Proxy  Statement
dated April 26, 1996 for the 1996 Annual Meeting of Shareholders, filed pursuant
to Section 14 of the Exchange  Act;  (vi) the Company's  Proxy  Statement  dated
December 10, 1996 for the 1997 Special Meeting of  Shareholders,  filed pursuant
to Section 14 of the Exchange  Act; and (vii) the  description  of the Company's
Common Stock contained in its  Registration  Statement on Form 8-A as filed with
the Commission on April 18, 1988.

     All reports and other  documents  filed by the Company  pursuant to Section
13(a),  13(c), 14 or 15(d) of the Exchange Act after the date of this Prospectus
and prior to the termination of this offering shall be deemed to be incorporated
by  reference  herein  and to be a part  hereof  from the date of filing of such
reports and documents.  Any statement  incorporated herein shall be deemed to be
modified or  superseded  for  purposes of this  Prospectus  to the extent that a
statement  contained  herein or in any other  subsequently  filed document which
also  is or is  deemed  to be  incorporated  by  reference  herein  modifies  or
supersedes such statement.  Any statement so modified or superseded shall not be
deemed,  except as so  modified  or  superseded,  to  constitute  a part of this
Prospectus.

                                       -2-
THE COMPANY

     Power Spectra, Inc. (the "Company") develops,  designs and markets a family
of products that use proprietary high speed semiconductor  devices that generate
extremely rapid, high power electromagnetic impulses. The primary business focus
of the  Company has been the  development  of the Bulk  Avalanche  Semiconductor
Switch  ("BASS"),  an  optically-triggered,  high-powered  switch  that has been
developed and patented by the Company.

     Since its  inception,  nearly all of the Company's  revenues have come from
defense-related  research and development  contracts related to BASS development
and applications.  The Company currently is seeking to exploit its technology in
both  military  and  commercial  applications.  Possible  military  applications
include  suppression of enemy air defenses,  aircraft and tank  self-protection,
anti-ship defense,  communication  jammers,  foliage and earth penetrating radar
and secure  communications  systems. In commercial and industrial  markets,  the
Company has  identified a number of new  applications  that include  laser-based
measurement systems,  hazardous waste detection and subterranean oil and mineral
detection for geological exploration.

     The  Company  was  incorporated  in the State of  California  in 1979.  Its
principal  executive  offices  are  located  at 919  Hermosa  Court,  Sunnyvale,
California, and its telephone number is (408) 737-7977.

                                       -3-
RISK FACTORS

     An  investment in the Company  involves a high degree of risk.  Prospective
purchasers of the shares offered hereby should consider  carefully the following
information,  together with the other  information  set forth in this Prospectus
and incorporated by reference herein, before making an investment in the shares.

     This Prospectus contains forward-looking  statements that involve risks and
uncertainties.   The  Company's   actual  results  of  operations  could  differ
materially  from those  anticipated  in these  forward-looking  statements  as a
result of  certain  factors,  including  those set forth in the  following  risk
factors and elsewhere in this Prospectus.

     History of Losses; Accumulated Deficit

     Since its  inception,  the  Company  has  generally  operated  at a loss as
government contract revenues, which represent most of the historical revenues of
the Company,  and other sources of income were insufficient to cover general and
administrative,  research  and  development  and  other  costs  incurred  by the
Company.  The Company  recorded  net losses of  ($2,562,230),  ($1,112,507)  and
($786,139) for the years ended December 31, 1995, December 31, 1994 and December
31, 1992,  respectively,  and net income of $172,608 for the year ended December
31, 1993.  At  September  30, 1996,  the Company had an  accumulated  deficit of
approximately ($14,070,000).  The Company expects that it will continue to incur
losses for the foreseeable future and does not expect to become profitable until
its contract revenues increase substantially from current levels or it begins to
receive significant product sales and license and/or royalty income. There is no
assurance that the Company will achieve profitable operations in the foreseeable
future, if at all.

     Product Development and Enhancements

     The  development  of high power  switching  components  and  products  is a
complex  engineering  effort  involving  significant  risk.  While  the  Company
believes  it has  completed  development  of its  core  technology,  significant
additional  development  efforts  must be made in  order to  achieve  commercial
acceptance of its products.  There is no assurance that the Company will succeed
in this effort.

     Complex Manufacturing Process

     The manufacture of  semiconductor-based  power switching  devices is highly
complex  and  sensitive  to a wide  variety of factors,  including  the level of
contaminants in the manufacturing environment,  impurities in the materials used
and the  performance  of personnel and equipment.  The Company has  periodically
experienced  yield  problems,  and there can be no assurance that these problems
will not reoccur.  Should the Company  experience  protracted  production delays
attributable to manufacturing complexity,  its ability to deliver products would
be materially affected.

     Historical Dependence on Boeing Relationship

     From October 1988 through  July 1994,  the Company  received  approximately
$23,500,000 in research funding from Boeing Electronics  Company for development
and enhancement of the BASS technology and products. In the years ended December
31,  1994,  1993 and  1992,  the  Company  recognized  revenues  of  $1,600,000,
$3,100,000 and $3,700,000,  respectively, in connection with the Boeing Research
Agreement.   Although  the  Company  successfully  completed  several  contracts
throughout  the  duration of this  relationship,  during  1994,  Boeing made the
strategic  decision to focus its resources on its missile and aircraft business.
As part  of this  decision,  Boeing  reorganized  its  electronics  company  and
consolidated it with its Defense and Space Group.  The Company will have to look
to alternative  revenue sources to replace the revenues  generated by the Boeing
relationship,  and there is no assurance that the Company will  successfully  be
able to do so in the short-term, if at all.

                                       -4-
Dependence on Boeing Equipment

     Boeing has granted the Company the right to use its  equipment  on a loaned
basis for the  Company's  purposes,  subject  to annual  renewal.  Additionally,
should  the  Company  desire  to  acquire  title  and  ownership  of the  loaned
equipment,  Boeing  and  the  Company  will  attempt  to  negotiate  appropriate
consideration in return for the transfer of title and ownership.  However, there
is no assurance that an agreement satisfactory to the Company can be reached. If
Boeing  chooses to no longer loan the equipment to the Company,  as it may do in
its sole discretion,  and an acceptable  agreement for the Company's purchase of
the  equipment  cannot  be  attained,  the  Company  would be  required  to find
alternative sources of equipment,  either for purchase or rent, or would have to
outsource  its  manufacturing  while  still  in  possession  of a  manufacturing
facility.  Any of these  circumstances could cause delays in the manufacture and
delivery of the Company's  products and could have a material  adverse impact on
the Company's results of operations.

     Expiration of Air Force Contract

     The  Company's  contract  with the United  States Air Force expired in June
1996,  and such contract has been a significant  source of revenues since it was
awarded to the Company in 1990. The aggregate  contract value has increased over
the  period  of the  contract,  from the  Phase I  cost-plus-fixed-fee  value of
$5,192,744 to  $10,517,881 as of February 8, 1995.  With the  termination of the
Air Force contract,  it is necessary to find alternative sources of revenue, and
there is no assurance that the Company will be successful in accomplishing  this
result.  If the  Company is not  successful  in  replacing  the revenue and cash
generated by the Air Force  contract,  the Company,  as presently  sized,  would
continue to experience  significant  operating  losses and significant  negative
cash flow. Eventually, the Company would be required to significantly reduce its
operations.  There  can be no  assurance  that the  Company's  current  level of
operations will be able to be maintained.

     Dependence on Government Contracts

     A material portion of the Company's business results from contracts with or
for government  agencies.  The Company  expects to continue to be dependent upon
such  contracts  for a substantial  portion of its revenues for the  foreseeable
future. Government contracts generally provide for the termination or adjustment
of material terms of such contracts at the election of the  government,  and the
government may pursue contractual,  administrative,  civil and criminal remedies
for improper or illegal  activities  associated  with  obtaining and  performing
government contracts.  Administrative remedies include suspension,  debarment or
ineligibility  of all or part of a company from receiving  government  contracts
and  government-approved  subcontracts.  Any such action by the government could
have a material adverse impact upon the Company's  business.  Moreover,  general
political  and  economic  conditions,  which  cannot  be  accurately  predicted,
directly and indirectly  affect the quantity and allocation of  expenditures  by
governmental  agencies.  Therefore,  cutbacks in the federal budget could have a
material  adverse  impact on the Company's  results of operations so long as the
Company remains dependent on government contracts.

     Limitations on Protection of Intellectual Property

     The  Company  believes  its  ability  to  compete  effectively  with  other
companies  may be  materially  dependent  upon  the  proprietary  nature  of its
technologies.  The Company holds a number of domestic  patents  covering various
aspects of its BASS technology but has no patents or patent applications pending
on its PSIristorTM technology. There is no assurance that any additional patents
will be  granted to the  Company  or that the  Company's  patents  will  provide
meaningful protection from competition. Moreover, there can be no assurance that
any patents  will be upheld by a court  should the  Company  seek to enforce its
rights against an infringer or that the Company will have  sufficient  resources
to prosecute its patent and other  intellectual  property  rights.  Furthermore,
issuance of a valid patent does not prevent other  companies from  independently
developing  technology  similar to the Company's,  and there can be no assurance
that any  particular  aspect of the  Company's  technology  will not be found to
infringe the claims of other

                                       -5-
existing  patents.  In addition to patent  protection,  the Company  relies to a
significant extent on proprietary  know-how and trade secrets  particularly with
respect to its  PSIristor,  which it considers a highly  proprietary  invention.
There can be no assurance,  however,  that others will not independently develop
superior  know-how or obtain  access to know-how  and trade  secrets used by the
Company that the Company now considers proprietary.

     Future Reliance upon Distributors

     Historically,  the  Company  has  relied  primarily  upon  a  direct  sales
organization and, to a lesser extent,  upon  manufacturers'  representatives  to
sell and  distribute its commercial  products.  In order to materially  increase
revenues and achieve sustained profitability (of which there is no assurance) as
the Company continues to commercialize its products,  it expects that it will be
required  to  depend  to a far  greater  degree  upon  distributors.  While  any
particular distributor may have an extensive distribution network,  distributors
typically represent other third-party  suppliers,  including  competitors of the
Company, to whom it may devote greater time, effort and attention.  There can be
no  assurance  that  the  Company  will  successfully  establish  the  requisite
distribution  relationships or that those relationships will result in increased
revenues.

     Competition

     The  markets  for  the  Company's   products  are  highly  competitive  and
characterized by rapid technological  change,  sudden price fluctuations,  rapid
rates of product obsolescence, periodic shortages of materials and variations in
manufacturing  yields and efficiencies.  The Company's  competitive  position is
affected by all of these factors and by industry competition for effective sales
and  distribution  channels.  The Company's  potential and existing  competitors
include major  ultrasonic  proximity  sensor vendors,  four of whom  constituted
approximately 67% of the market in 1993. Most of the Company's  competitors have
substantially greater financial,  technical,  marketing and other resources than
does the Company.  Principal competitive factors include price,  performance and
features.  The Company expects that its markets will become more  competitive in
the  future,  and  there  is no  assurance  that  the  Company  will  be able to
successfully compete in its selected markets.

     Need to Successfully Launch and Fund New Ventures

     The Company  believes it must  continue to seek and obtain other sources of
revenue to continue operations.  As part of this strategy,  the Company recently
negotiated  a  joint  venture,  called  PEAC  Airborne  Technologies,  Inc.  and
completed the formation of a second joint venture,  called LandRay Technologies,
Inc.  Both  ventures  will  require  additional  funding  in order to enable the
Company and its joint venture  partners to carry out their  respective  plans of
operations.

     PEAC is initially seeking  $7,000,000 in equity financing.  If the offering
is  successfully  completed,  the  Company  will  receive a  portion  of the net
proceeds  to develop its  ultra-wideband  ground  penetrating  radar ("UWB GPR")
technologies.  Failure  of PEAC to raise  the  necessary  financing  will have a
material adverse impact on the Company's revenues and cash flows.

     Although  the Company  has entered  into the  LandRay  joint  venture,  its
success is  dependent  upon  demonstrating  the  feasibility  of UWB GPR systems
capable of locating and identifying  minerals and oil and gas formations.  There
is no assurance  that LandRay and the Company will be successful in this regard.
Failure of LandRay and the Company to adequately  demonstrate  such  feasibility
will have a material adverse impact on the Company's revenues and cash flows.

     There can be no  assurances  that the proposed  PEAC joint  venture will be
consummated,  that the PEAC and  LandRay  joint  ventures  will be able to raise
adequate  funding  on  acceptable  terms,  that  the  Company  will  be  able to
successfully  enter into any  additional  suitable  partnership or joint venture
arrangements or that such arrangements,

                                       -6-
when  entered  into,  will  prove  to be  beneficial  for  the  Company  and its
shareholders.  There also can be no assurance  that the proposed  joint  venture
agreements,  if consummated,  will generate  sufficient  revenues to replace the
revenues previously  generated by the Air Force contract.  Failure to succeed in
one or more strategic  partnerships or joint venture  relationships could have a
material adverse effect on the Company's plan of operations and results.

     Potential Volatility of Stock Price

     The market price of the Common Stock may be highly  volatile.  Factors such
as  variations  in  the  Company's   revenues,   earnings  and  cash  flow,  and
announcements of  technological  innovations or price reductions by the Company,
its  competitors or providers of alternative  products and processes could cause
the market price of the Common Stock to  fluctuate  substantially.  In addition,
the securities  markets have recently  experienced  significant price and volume
fluctuations that have particularly  affected  technology-based  companies,  and
resulted in changes in the market  prices of the stocks of many  companies  that
have not been directly related to the operating  performance of those companies.
Such broad  market  fluctuations  may  adversely  affect the market price of the
Common Stock following this offering.

     No Assurance of Nasdaq Trading

     The Company's  Common Stock is currently  traded in dealer  transactions on
the Electronic Bulletin Board maintained by the National Quotation Bureau, Inc.,
an  over-the-counter  market in which  liquidity is typically  limited and price
volatility can be great. The Electronic  Bulletin Board is generally  considered
to be a less  efficient  market  because,  among  other  reasons,  it  does  not
automatically  provide  real  time  quotation.  The  Company's  Common  Stock is
currently not eligible for quotation on The Nasdaq  SmallCap  MarketSM as of the
commencement  of this offering,  and there is no assurance that the Company will
meet the  eligibility  requirements  for quotation on Nasdaq in the  foreseeable
future.  Until the Common Stock is approved for Nasdaq trading, if ever, holders
of the  Common  Stock will be  required  to sell their  securities  through  the
facilities  of the OTC  Electronic  Bulletin  Board.  In  addition,  should  the
Company's  Common  Stock not be listed on Nasdaq by the second  quarter of 1998,
outstanding  warrants to purchase up to 1,354,593 shares of the Company's Common
Stock at an average price of $1.10 per share will become  exercisable.  Exercise
of some or all of such warrants  could have a dilutive  effect on  shareholders'
ownership interests.

                                       -7-
SELLING SHAREHOLDERS

     The following table shows (i) the names of the Selling  Shareholders,  (ii)
the number of shares  beneficially  owned by such persons as of October 31, 1996
prior to the  offering,  (iii) the shares to be sold by each of them pursuant to
the  offering and (iv) the number of shares  beneficially  owned by such persons
after the offering.
Shares Beneficially 
                                                               Shares                                        Owned After Offering
                                                            Beneficially                                  --------------------------
                                                            Owned Prior              Shares                                  Percent
                       Name                                to Offering(1)            Offered                Number          of Class
-------------------------------------------------          --------------            --------              --------         --------
Gordon H. Smith(2) ..............................                66,416                17,034                49,382             *
Gene J. Kennedy(2) ..............................               465,667                46,472               419,195             2.6%
John W. Pauly(2) ................................               163,373                46,472               116,901             *
Michael I. Gamble(3) ............................               146,425                 2,890               143,535             *
Richard A. Williams(4) ..........................               151,350                46,472               104,878             *
John Hewitt, Jr.(2) .............................               143,909                46,472                97,437             *
James A. Glaze(5) ...............................                17,190                13,463                 3,727             *
Stuart J. Northrop ..............................                73,879                33,009                40,870             *
Drury J. Gallagher(2) ...........................               283,443                44,957               238,486             1.5%
                                                           ------------           -----------             ---------          -------
          TOTAL .................................             1,511,652               297,241             1,214,411             7.4%
---------------------------

*    Represents  less  than 1% of the total  number  of  shares of Common  Stock
     outstanding.
(1)  Except as indicated below, the persons named in the table, to the Company's
     knowledge, have sole voting and investment power with respect to all shares
     of Common Stock shown as beneficially  owned by them,  subject to community
     property laws where applicable.
(2)  Includes 40,000 shares issuable upon exercise of options exercisable within
     60 days of the Record  Date. 
(3)  Includes  133,535  shares  issuable  upon  exercise of options  exercisable
     within 60 days of the Record Date. 
(4)  Includes 55,000 shares issuable upon exercise of options exercisable within
     60 days of the Record  Date.
(5)  Includes 10,000 shares issuable upon exercise of options exercisable within
     60 days of the Record Date.
-8-
The  following  table  sets  forth  the  beneficial  ownership  of Series A
Preferred  Stock and Series B  Preferred  Stock of the Company as of October 31,
1996 by each  Selling  Shareholder.  No shares of  Series A  Preferred  Stock or
Series B Preferred Stock will be sold pursuant to this Prospectus.
Shares of Preferred Stock Beneficially Owned(1)
                                                 ----------------------------------------------
                     Name                             No. of Shares     Percent of Class(2)
----------------------------------------------       --------------     -------------------
Gordon H. Smith ..............................             --                *
Gene J. Kennedy ..............................             89                4.7%
Michael I. Gamble (3) ........................             10(3)             *
John Hewitt, Jr ..............................             10                *
Richard A. Williams ..........................             10                *
John W. Pauly ................................             --                *
James A. Glaze ...............................             --                *
Stuart J. Northrop ...........................             --                *
Drury J. Gallagher ...........................             --                *
--------------------
*    Represents  less than 1% of the total number of shares of  Preferred  Stock
     outstanding.
(1)  Except as noted below,  the persons  named in the table,  to the  Company's
     knowledge, have sole voting and investment power with respect to all shares
     of  Preferred  Stock  shown  as  beneficially  owned by  them,  subject  to
     community property laws where applicable.
(2)  Represents  the  percentage  obtained by  dividing  the number of shares of
     Common Stock into which the shares of Series A Preferred Stock and Series B
     Preferred Stock held by the beneficial  owner are convertible by the number
     of shares of Common  Stock  into which all  outstanding  shares of Series A
     Preferred Stock and Series B Preferred Stock are convertible.
(3)  Represents  shares owned  jointly by Mr.  Gamble and his spouse,  Charlotte
     Anne Gamble.
-9-
PLAN OF DISTRIBUTION

     The Company  has been  advised by the  Selling  Shareholders  that they (or
their respective donees,  transferees or other successors in interest) intend to
sell all or a portion  of the  shares  offered  hereby  from time to time in the
over-the-counter  market and that sales will be made at prices prevailing at the
times of such  sales.  Such  persons  may also make  private  sales  directly or
through a broker or brokers, who may act as agent or as principal. In connection
with any sales, the Selling  Shareholders and any brokers  participating in such
sales may be deemed to be underwriters within the meaning of the Securities Act.
The Company will receive no part of the proceeds of sales made hereunder.

     Any  broker-dealer  participating in such transactions as agent may receive
commissions  from a Selling  Shareholder or a purchaser of such securities (and,
if it acts as agent for the  purchaser  of such  shares,  from such  purchaser).
Usual and  customary  brokerage  fees will be paid by the Selling  Shareholders.
Broker-dealers  may agree with a Selling  Shareholder to sell a specified number
of  shares  at a  stipulated  price  per  share,  and,  to  the  extent  such  a
broker-dealer is unable to do so acting as agent for a Selling  Shareholder,  to
purchase as  principal  any unsold  shares at the price  required to fulfill the
broker-dealer  commitment to a Selling  Shareholder.  Broker-dealers who acquire
shares as  principal  may  thereafter  resell  such  shares from time to time in
transactions  (which  may  involve  cross and block  transactions  and which may
involve sales to and through other broker-dealers, including transactions of the
nature  described  above)  in  the   over-the-counter   market,   in  negotiated
transactions or otherwise at market prices  prevailing at the time of sale or at
negotiated  prices,  and in  connection  with such resales may pay to or receive
from the purchasers of such shares commissions computed as described above.

     The Company has advised the Selling Shareholders that the anti-manipulative
Rules 10b-6 and 10b-7 under the Securities Exchange Act of 1934, as amended (the
"Exchange  Act"),  may apply to their sales in the market,  has  furnished  each
Selling Shareholder with a copy of these Rules and has informed them of the need
for  delivery  of  copies  of this  Prospectus.  The  Selling  Shareholders  may
indemnify any broker-dealer that participates in transactions involving the sale
of the shares against certain liabilities,  including  liabilities arising under
the Securities Act. Any commissions paid or any discounts or concessions allowed
to any such  broker-dealers,  and any  profits  received  on the  resale of such
shares,  may be deemed to be underwriting  discounts and  commissions  under the
Securities Act if any such broker-dealers purchase shares as principal.

     Upon  notification  by the Selling  Shareholders  to the  Company  that any
material  arrangement has been entered into with a broker-dealer for the sale of
shares through a cross or block trade, a supplemental  prospectus  will be filed
under  Rule  424(c)  under  the  Securities  Act  setting  forth the name of the
participating  broker-dealer(s),  the  number of shares  involved,  the price at
which such shares were sold by such Selling Shareholder, the commissions paid or
discounts  or   concessions   allowed  by  such  Selling   Shareholder  to  such
broker-dealer(s),  and  where  applicable,  that such  broker-dealer(s)  did not
conduct any investigation to verify the information set out in this Prospectus.

         Any  securities  covered  by this  Prospectus  which  qualify  for sale
pursuant to Rule 144 under the Securities Act may be sold under that Rule rather
than pursuant to this Prospectus.

         There can be no assurance that the Selling  Shareholders  will sell any
or all of the shares of Common Stock offered by them hereunder.

                                      -10-
INDEMNIFICATION OF DIRECTORS AND OFFICERS

     The  Company's  Articles of  Incorporation  limit,  to the  maximum  extent
permitted by  California  law, the personal  liability of directors for monetary
damages  for breach of their  fiduciary  duties as a  director.  The Company has
entered  into  indemnification   agreements  with  its  officers  and  directors
containing  provisions  which are in some  respects  broader  than the  specific
indemnification  provisions  contained in the California  Corporation  Code. The
indemnification  agreements require the Company, among other things to indemnify
such officers and directors against certain liabilities that may arise by reason
of their  status or service as  directors  or officers  (other than  liabilities
arising from willful misconduct of a culpable nature), to advance their expenses
incurred as a result of any  proceeding  against  them as to which they could be
indemnified,  and to obtain directors' and officers' insurance,  if available on
reasonable  terms.  The Company  believes that these agreements are necessary to
attract and retain qualified persons as directors and officers.

     Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors,  officers or persons  controlling  the Registrant
pursuant to the foregoing  provisions,  the Registrant has been informed 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.

                                  LEGAL MATTERS

     The  validity of the Power  Spectra  Common  Stock  offered  hereby for the
Company  and the  Selling  Shareholders  by Wilson  Sonsini  Goodrich  & Rosati,
Professional Corporation ("WSGR"), Palo Alto, California.

                                     EXPERTS

     The financial statements of the Company as of December 31, 1995 and for the
year ended  December 31, 1995,  have been  incorporated  by reference  herein in
reliance upon the reports of Grant Thornton LLP, independent auditors, appearing
elsewhere  herein,  and upon the authority of said firm as experts in accounting
and auditing.

     The financial  statements of the Company  appearing in the Company's Annual
Report  (Form  10-K) for the years  ended  December  31, 1994 and 1993 have been
audited by Ernst & Young LLP, independent auditors, as set forth in their report
thereon (which  contains an explanatory  paragraph with respect to the Company's
ability to continue as a going  concern as mentioned in Note 1 to the  financial
statements)  included  therein  and  incorporated  herein  by  reference.   Such
statements  are  incorporated  herein by reference in reliance  upon such report
given upon the authority of such firm as experts in accounting and auditing.

                                      -11-
============================================     ===============================

                                                         297,241 Shares    
              TABLE OF CONTENTS                                            
                                                                
                                       Page             POWER SPECTRA, INC.
                                       ----                                
Available Information.....................2            
Incorporation of Certain Documents                         ------------        
     by Reference.........................2                               
The Company...............................3               Common Stock
Risk Factors..............................4            
Selling Shareholders......................8
Plan of Distribution......................9                PROSPECTUS
Legal Matters............................10              
Experts..................................10                  
                                                       December 26, 1996 

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POWER SPECTRA, INC.

                       REGISTRATION STATEMENT ON FORM S-8

          PART II - INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference

         See "Incorporation of Certain Documents by Reference."

Item 4.  Description of Securities

         Not Applicable.

Item 5.  Interests of Named Experts and Counsel

         Not applicable.

Item 6.  Indemnification of Directors and Officers

         See "Indemnification of Directors and Officers."

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-5)

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-1
(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-2
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 23rd day of December, 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 and Director          December 23, 1996
----------------------------------------    (Principal Executive Officer)
Gordon H. Smith                             

/s/ EDWARD J. LAMB                          Chief Financial Officer (Principal Financial and         December 16, 1996
----------------------------------------    Accounting Officer) 
Edward J. Lamb                                          
                                                                                                     
                                            Director                                                 December __, 1996
---------------------------------------- 
Michael I. Gamble

/s/ RICHARD A. WILLIAMS                     Director                                                 December 16, 1996
----------------------------------------
Richard A. Williams

/s/ JOHN HEWITT, JR                         Director                                                 December 16, 1996
----------------------------------------
John Hewitt, Jr.

/s/ JOHN W. PAULY                           Director                                                 December 16, 1996
----------------------------------------
John W. Pauly

/s/ GENE J. KENNEDY                         Director                                                 December 16, 1996
----------------------------------------
Gene J. Kennedy

/s/ JAMES A. GLAZE                          Director                                                 December 16, 1996
--------------------------------------------
James A. Glaze
II-3
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-5)

                                       S-1