UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                    FORM 10-K

|X|      Annual  report  pursuant  to  Section  13 or  15(d)  of the  Securities
         Exchange Act of 1934 for the fiscal year ended March 31, 1997 or

|_|      Transition  report  pursuant  to Section 13 of 15(d) of the  Securities
         Exchange Act of 1934 for the transition period from  _______________ to
         _______________

Commission file number: 0-24360


                              SPECTRIAN CORPORATION
             (Exact name of registrant as specified in its charter)
  
               California                                  77-0023003
       (State or other jurisdiction                    (I.R.S. Employer
    of incorporation or organization)                Identification Number)

         350 West Java Drive,                                 94089
        Sunnyvale, California                               (Zip Code)
(Address of principal executive office)

       Registrant's telephone number, including area code: (408) 745-5400

           Securities registered pursuant to Section 12(b) of the Act:

                                                      Name of each exchange
   Title of each class                                 on which registered
   -------------------                                 -------------------
        None                                                  None 

          Securities registered pursuant to Section 12(g) of the Act:

                           Common Stock, no par value
                                (Title of Class)

         Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of
1934  during  the  preceding  12 months  (or for such  shorter  period  that the
registrant was required to file such reports),  and (2) has been subject to such
filing requirements for the past 90 days.

                               Yes    X    No
                                     ---      ---

         Indicate by check mark if disclosure of delinquent  filers  pursuant to
Item 405 of Regulation S-K is not contained  herein,  and will not be contained,
to the best of the  registrant's  knowledge,  in definitive proxy or information
statements  incorporated  by  reference  in Part  III of this  Form  10-K or any
amendment to this Form 10-K. |X|

         The aggregate  market value of the voting stock held by  non-affiliates
of the registrant, based upon the closing sale price of the Common Stock on June
5,  1997  as  reported  on  the  Nasdaq  National  Market,   was   approximately
$145,486,588. Shares of Common Stock held by each executive officer and director
and by each person who owns 5% or more of the outstanding Common Stock have been
excluded in that such persons may be deemed to be affiliates. This determination
of affiliate  status is not  necessarily  a conclusive  determination  for other
purposes.

         As of June 5, 1997,  registrant  had  outstanding  8,307,161  shares of
Common Stock.

                       DOCUMENTS INCORPORATED BY REFERENCE

         Parts of the following  document are incorporated by reference to Parts
II, III and IV of this  Annual  Report on Form  10-K:  (1) Proxy  Statement  for
registrant's  1997 Annual Meeting of  Shareholders  to be held July 31, 1997 and
(2)  registrant's  Annual Report to Shareholders for the fiscal year ended March
31, 1997.

<PAGE>

                                     PART I

ITEM 1.  BUSINESS

         This Report contains forward-looking  statements that involve risks and
uncertainties.  The Company's actual results could differ  materially from those
anticipated in these  forward-looking  statements as a result of certain factors
including those set forth in "Management's  Discussion and Analysis of Financial
Condition  and  Results  of   Operations"   and  elsewhere  in  this  Report  or
incorporated by reference herein.

         Spectrian  Corporation  (herein  "Spectrian" or the "Company") designs,
manufactures  and markets highly linear radio frequency  ("RF") power amplifiers
that address the needs of wireless infrastructure  equipment suppliers and their
service provider customers.  Spectrian's amplifiers improve spectrum efficiency,
allow lower capital costs per subscriber, enhance the quality and reliability of
service and help service  providers  achieve rapid and large scale deployment of
wireless infrastructure equipment.

Industry Background

         The market for wireless communications services has grown significantly
during the past decade as cellular,  Personal  Communications  Services ("PCS"),
Wireless Local Loop ("WLL"), paging,  specialized mobile radio and other new and
emerging  applications  have become accessible and affordable to growing numbers
of consumers,  businesses and  governments.  Among the various types of wireless
services,  the  markets  for  cellular,  PCS and WLL  (collectively  "wireless")
communications  are currently the largest.  According to the Cellular  Telephone
Industry  Association  ("CTIA"),  from  1984  to 1996  the  number  of  cellular
subscribers   in  the  United  States  has  increased   from  under  100,000  to
approximately 42 million. In addition,  based upon data compiled by the CTIA and
other industry  publications,  the Company estimates that the number of wireless
subscribers worldwide was approximately 125 million at the end of 1996.

         Wireless  market  growth both in North  America and Western  Europe has
been fueled by decreasing  prices for wireless  phones,  increasing  competition
among service  providers and a greater  availability  of services.  In addition,
many developing  countries are installing wireless telephone networks instead of
installing,  expanding or upgrading  traditional  wireline  networks.  Moreover,
emerging bi-directional wireless data applications have the potential to further
expand the market for wireless  communications  by allowing service providers to
increase  revenue  generating  traffic on their  networks.  In  connection  with
wireless market growth, a number of radio frequency modulation  standards,  both
domestically and internationally, have evolved that govern the limited amount of
radio spectrum that is available to service providers.

         The growth in wireless  communications has required,  and will continue
to  require,  substantial  investment  by service  providers  in  infrastructure
equipment.  A typical  wireless  communications  system  comprises a  geographic
region  containing a number of cells,  each of which contains a cell site, which
are  networked to form a service  provider's  coverage  area.  Each cell site or
"base station" houses the equipment that receives incoming  telephone calls from
the switching office of the local wireline telephone

                                       -2-
<PAGE>

company  and  broadcasts  calls to the  wireless  users  within  the cell.  Such
equipment includes an antenna and a series of transceivers,  RF power amplifiers
and cavity filters. Typical cells cover a geographic area of up to five miles in
radius and are sometimes  referred to as  "macrocells,"  each of which typically
requires equipment costing between $600,000 and $1.5 million.

         Wireless service providers compete in dynamic markets  characterized by
evolving and competing industry standards,  technologies and applications. Given
the large expenditures associated with infrastructure equipment,  those wireless
service providers that are able to increase the efficiency and lower the cost of
new and  existing  systems,  while  improving  reliability,  will  compete  most
effectively.  In  addition,  operators  need  to  increase  system  capacity  to
accommodate the growing number of subscribers.  Consequently,  wireless  service
providers   must   anticipate   evolving   industry   standards  and  invest  in
infrastructure  equipment that provides greater  efficiency in the management of
the limited spectrum  licensed to them. The ability to bring these  improvements
to the market in a timely manner is also key to their success.

         Wireless  operators' ability to more effectively manage scarce spectrum
resources and  accommodate a larger number of  subscribers is dependent on their
ability to broadcast signals with high  "linearity."  Linearity is the degree to
which amplified signals remain within their prescribed band of spectrum with low
distortion or interference with adjacent  channels.  In current systems,  the RF
power  amplifier  is  generally  the  source  of the  greatest  amount of signal
distortion.  Consequently,  obtaining RF power amplifiers with high linearity is
critical to the service  providers'  ability to improve spectrum  efficiency and
thereby increase system capacity. Substantial investment and technical expertise
are required to design and manufacture RF power amplifiers with high linearity.

         Higher  linearity  amplifiers are required as the industry  transitions
from analog to digital  technologies.  Traditional  cellular systems,  which are
based on analog technology, are capable of carrying only one call per channel of
spectrum.  Such systems are being supplanted by digital  systems,  which allow a
given  channel  of  spectrum  to carry  multiple  calls  simultaneously  thereby
increasing system capacity. In addition, in order to maintain compatibility with
existing analog subscriber  equipment while converting their systems to digital,
many wireless service  providers in the United States are installing "dual mode"
systems  that  support  both  digital and analog  technologies.  Current  analog
standards include AMPS in North America and TACS and NMT in Europe,  and current
digital standards  include TDMA and CDMA in North America,  PDC in Japan and GSM
in most other  parts of the  world.  CDMA has also  become the Korean  standard.
Digital  standards  which are  expected to be  utilized in emerging  PCS systems
include  TDMA,  CDMA and GSM in North  America,  DCS-1800  in Europe and CDMA in
Korea.

         The use of  multicarrier  amplifiers  has many  benefits  and  requires
leading edge linearity  technology to function  properly.  Typically,  each cell
site is  assigned a fixed  number of  frequency  channels  which each  require a
separate power  amplifier and cavity filter.  Consequently,  a cell site reaches
capacity  when it carries as many calls as it has  channels,  even though unused
channel  capacity in adjacent cell sites may be available.  Systems with dynamic
channel allocation  capabilities are being implemented that allow channels to be
moved between cell sites to more fully utilize available capacity. These systems
require  multicarrier  power  amplifiers,  which  can  simultaneously  broadcast
signals according to multiple

                                       -3-
<PAGE>

transmission  standards  and over a variable  number of channels,  allowing more
efficient  use of the  radio  frequency  spectrum.  Further,  systems  with high
subscriber densities are expected to utilize microcells which are smaller,  less
expensive  cell sites  placed  more  closely  together  than the larger and more
costly macrocells.

         Wireless service providers are requiring  equipment that allows them to
provide higher quality and more reliable service. Since service provider revenue
is based on customer usage,  equipment failure can cause an inability to process
calls,  resulting  in lost  revenue.  The  Company  believes  that  the RF power
amplifier in cell sites  historically  has been the most common  single point of
equipment failure in wireless networks.  Increasingly  reliable power amplifiers
will,  therefore,  improve the level of service  offered by wireless  operators,
while reducing their  operating  costs and  increasing  their revenue.  Further,
service  providers are seeking  solutions that allow them to reduce  maintenance
costs,  such as  multicarrier  amplifiers  that do not  require  separate,  high
maintenance cavity filters.

         The  market  for   wireless   infrastructure   equipment  is  primarily
concentrated  among a few companies  that supply  equipment to wireless  service
providers  in North  America  and  overseas.  The Company  believes  that Lucent
Technologies,  Inc.  ("Lucent"),  LM Ericsson  Telephone  Company  ("Ericsson"),
Motorola Corporation ("Motorola"), Northern Telecom Limited ("Northern Telecom")
and Nokia Corporation supplied over 80% of the wireless infrastructure equipment
worldwide in 1996. These equipment manufacturers compete in high-growth,  highly
competitive  market  segments in which  technology  changes rapidly and numerous
industry  standards  currently  exist and are  evolving.  Although most of these
equipment  manufacturers  make their own amplifiers,  in response to competition
and as the  performance  requirements  of certain  components  of base  stations
increase,  many of these  equipment  manufacturers  are  focusing  on their core
technologies and competencies and are relying on independent sources for certain
system  components,  such as power  amplifiers,  that must meet unique technical
requirements.  To succeed in capturing  orders from these OEMs,  power amplifier
suppliers  must be capable of producing  products that are highly  linear,  have
multicarrier functionality,  support multiple standards, are highly reliable and
can be produced in high volumes.

The Spectrian Solution

         Spectrian provides custom RF power amplifiers that represent attractive
alternatives  to those of other  merchant  suppliers  and  those  that  could be
internally  produced by many of the  Company's  customers.  The  differentiating
features of Spectrian's highly linear RF power amplifiers include:

         Linearity.   Spectrian  has   developed   multiple   competencies   and
disciplines  to  achieve  high  linearity  in  its  products.  These  technology
disciplines include RF power semiconductor technology, computer-aided design and
modeling,  solid state device physics,  thermal and mechanical packaging design,
advanced circuit design,  amplifier  linear  correction  technologies,  advanced
signal processing  techniques and digital control systems.  The Company believes
that  achieving  high levels of  linearity  is critical to enabling  Spectrian's
customers  to provide  wireless  operators  with higher  capacity  base  station
equipment at lower capital cost per subscriber.

                                       -4-
<PAGE>

         Multicarrier  Functionality.  Spectrian  is  developing  and  supplying
multicarrier   amplifiers   that  integrate  the  functions  of  multiple  power
amplifiers  and cavity  filters into a single  smaller  unit.  These  integrated
multicarrier  units can  potentially  reduce  service  providers'  equipment and
maintenance  costs and space  requirements and enable them to implement  dynamic
channel allocation solutions and microcells.

         Standards  Independence.  Spectrian's  technologies are compatible with
all wireless modulation  standards.  Spectrian currently provides single carrier
and multicarrier  amplifiers that support  multiple  modulation  standards.  The
Company's  multicarrier  products support multiple analog and digital  standards
simultaneously.  Certain of the Company's  single carrier  products support both
analog and digital  standards in a dual mode format.  A single carrier dual mode
amplifier installed in a conventional analog cellular system does not need to be
replaced if the base station equipment is upgraded for digital transmission. The
Company  believes  that its  ability to provide  amplifiers  for all  modulation
formats as well as those which  support  multiple  standards  and have dual mode
capability  is important  to cellular  service  providers as they upgrade  their
cellular   infrastructure   equipment  and  implement   digital  systems  in  an
environment characterized by evolving industry standards.

         High  Quality and  Reliability.  Spectrian  provides  power  amplifiers
designed to be highly reliable in the field.  Spectrian's  integrated design and
manufacturing  processes are important  factors  contributing  to its ability to
develop  and  produce  highly  reliable  power  amplifiers.  In order to further
address  customer  requirements  for amplifier  quality and  reliability  and to
ensure process quality control, Spectrian implemented a total quality management
("TQM") program  throughout the Company and is ISO 9001  certified.  The Company
believes that  designing  products for high  reliability in the field has been a
competitive advantage in securing orders from its customers.

         Design  for  Manufacturability.  Spectrian  designs  amplifiers  to  be
manufactured in high volumes at low cost. The integration of Spectrian's  design
and  production  processes is a key element of the Company's  ability to address
the cellular  infrastructure  equipment  suppliers'  quantity and time to market
requirements  for  power  amplification  products.  The  Company  believes  that
designing products for volume manufacturing has been a competitive  advantage in
securing   orders  from  its  OEM  customers   because  power   amplifiers  have
historically  been difficult to manufacture in high volumes based upon the labor
intensive  nature of the  manufacturing  process and the  complexities  of radio
frequency ("RF") power technology.

Strategy

         Spectrian's  objective is to be the leading merchant supplier of highly
linear power amplifiers to wireless  infrastructure  equipment manufacturers and
service providers worldwide.  The Company's strategy  incorporates the following
key elements:

         Develop   Relationships   with   Leading   Manufacturers   of  Wireless
Infrastructure  Equipment.  The Company has developed relationships with certain
large wireless equipment  manufacturers,  such as Northern Telecom, Nortel Matra
Cellular, in which Northern Telecom has an equity interest ("Nortel

                                       -5-
<PAGE>

Matra"),  LG  Information &  Communications  ("LGIC") and QUALCOMM  Incorporated
("QUALCOMM"),  as well as certain  emerging  manufacturers  such as Tellabs  and
Watkins Johnson. Spectrian has also begun to establish some direct relationships
with service providers  allowing the Company to address  previously  unavailable
markets.  The Company's  strategy is to form lasting  customer  relationships by
working  closely  with OEM  customers to develop  insight  into their  amplifier
requirements  and to design specific  products that meet their needs, by rapidly
delivering  product  designs  and  volume  production  and  by  maintaining  the
confidentiality of customer technology. By establishing close relationships with
its customers, Spectrian hopes to secure additional business from these wireless
equipment manufacturers.

         Provide Application Specific Products.  The Company provides customized
or  "application   specific"   amplification  products  to  address  the  unique
requirements  of the Company's  customers.  The Company  relies upon its modular
product  architecture and configurable core technologies in order to rapidly and
cost effectively develop application  specific solutions for its customers.  The
Company intends to use and promote its application  specific design  methodology
to provide its  customers  with  industry  leading high  performance  amplifiers
designed to meet the customers' requirements.

         Pursue Standard and System Independence.  The Company provides products
that are compatible  with wireless  communications  systems  provided by various
infrastructure  suppliers  and which  operate  under  most  major  domestic  and
international standards. By pursuing both standard and system independence,  the
Company  believes  that it will benefit from the  continuing  growth of existing
wireless  communications  systems  and other  emerging  wireless  communications
markets while reducing the risks  associated  with relying on the success of one
or a limited  number of existing or emerging  industry  standards.  For cellular
systems, the Company currently supports the AMPS and TACS analog standards,  and
the  TDMA,  GSM and  CDMA  digital  standards.  In  addition,  the  Company  has
developed, and is continuing to develop,  products that address the needs of the
PCS and WLL markets.

         Maintain a Leadership Position in Amplification Technology. The Company
intends  to  maintain  and  expand  its  technological  leadership  position  by
continuing  to invest  significant  resources  in research  and  development  of
amplification  technology.  The Company believes that its RF amplifier  research
and development  team is among the largest and most skilled in the high power RF
industry. In order to maintain a technological  leadership position, the Company
believes that numerous integrated technical capabilities are required, including
proprietary semiconductor design and fabrication,  unique packaging concepts and
components and expert circuit design.  The Company's  strategy is to continue to
invest significant  resources to support the Company's technology  leadership in
the linearity, power and efficiency of its product designs.

         Employ Vertical  Integration in Design and  Manufacturing.  The Company
has pursued a strategy of vertical  integration of its design and  manufacturing
processes.  The Company  believes  that  vertical  integration  enables the high
linearity of the Company's  products,  since the Company retains control of each
step in  their  development  and  manufacture,  beginning  with the  design  and
development  of the  semiconductor  die and ending with the  manufacture  of the
final product. Each of these steps collectively  contributes to the linearity of
a finished power amplifier. Vertical integration also improves the Company's

                                       -6-
<PAGE>

time to market  capabilities,  reduces unit costs,  improves quality control and
reliability,  and  improves  the  Company's  ability to rapidly  achieve  volume
production.

Technology

         The Company's  linear power amplifiers are used primarily in connection
with wireless base station  equipment.  A typical wireless base station consists
of a series of  wireless  transceivers,  power  amplifiers  and  tunable  cavity
filters and an antenna to transmit  the signal to the wireless  telephone  user.
These wireless base stations typically contain between 6 and 100 radio frequency
channels,  with each channel capable of supporting a single phone  conversation,
and are typically  configured with three sectors of 16 channels each for a total
of 48 channels.  In a single  carrier  system,  each  separate  radio  frequency
channel  requires a separate  transceiver,  power  amplifier and tunable  cavity
filter.  The following  chart depicts a typical signal  transmission  path for a
phone call from a wireline phone to a wireless phone:

                                    [DIAGRAM]

[Edgar  summary:  Diagram  depicting path of signal  transmission  from wireline
phone to telephone central office to mobile telephone  switching office,  across
fiber optic cable or microwave  link,  to wireless base station and, by antenna,
to wireless car phone].


         The power amplifier  within the base station receives a relatively weak
signal from the transceiver and  significantly  boosts the power of the outgoing
signal so that it can be  broadcast  throughout  the cell.  The radio  frequency
power levels  necessary  to transmit the signal over the required  range must be
achieved without  distorting the modulation  characteristics  of the signal. The
signal  must be  amplified  with  linearity  in order to remain in the  assigned
frequency channel without distorting or interfering with adjacent channels.

         Because  the radio  frequencies  assigned to  transmissions  are fixed,
service  providers are seeking new methods of more efficiently using frequencies
in order to increase  capacity.  One such method,  dynamic  channel  allocation,
allows real-time  changing of channel  assignments across a metropolitan area to
follow user loading. Commuter density changes during rush hours and traffic jams
are examples of the dynamic nature of user loading.  Dynamic channel  allocation
allows the service  provider to  automatically  move unused  channels  from less
active cell sites to busier adjacent cell sites as the load moves.

         A  key  enabling   technology  for  dynamic  channel  allocation  is  a
multicarrier amplifier, in which all channels are amplified together rather than
each channel using a separate power amplifier.  The multicarrier power amplifier
makes possible instantaneous electronic channel allocation. A multicarrier power
amplifier  functionally  combines  multiple  single  carrier  power  amplifiers,
typically  16, into a single unit,  thus  eliminating  16 single  carrier  power
amplifiers and the corresponding 16 tunable cavity filters.  The following chart
depicts  the  increased  functionality  of a  multicarrier  power  amplifier  as
compared to a single carrier power amplifier:

                                       -7-
<PAGE>

                                    [DIAGRAM]

[Edgar summary:  Diagram  illustrating  difference between the conversion of low
input  power to high  output  power  usage by single  carrier  amplifier  and by
multicarrier amplifier, respectively]


         Digital   modulation   schemes   represent  the  most  significant  new
technology trend in the wireless  industry.  Service providers are transitioning
from traditional analog technologies to various digital technologies in order to
reduce service pricing and increase system  capacity.  With new competition from
PCS service  providers  there is increasing  pressure on cellular  operations to
complete  this  transition.  Conversion to digital  transmission  is expected to
allow  three to eight  times as many  voice  conversations  to  occupy  the same
frequency bands. Without significant  improvements in power amplifier linearity,
however,  multiple  conversations on a single channel would lead to unacceptable
channel  interference.  The Company has developed ultralinear single carrier and
multicarrier  amplifiers for all of the most significant new digital  modulation
standards.  The majority of all  applications  currently  utilize single carrier
amplifiers.

         A  further  trend in the  development  of base  stations  involves  the
transition  from  macrocells  to  microcells.  A  multicarrier  power  amplifier
requires less space than multiple single carrier power amplifiers,  allowing the
cell  site  to be  physically  smaller,  an  important  consideration  in  urban
locations where the number of channels is more important than the absolute power
per channel.  Conventional cell sites today are macrocells containing high power
amplifiers of 45 watts per channel which are designed to cover a geographic area
typically up to five miles in radius. With 48 channels in a typical base station
and one power amplifier per channel, a conventional analog macrocell's  capacity
is typically  1,000  subscribers per cell, or  approximately  20 subscribers per
analog  channel.  When the number of  subscribers  within the cell  exceeds  the
capacity  of the  macrocell's  equipment,  the cell must be split  into  several
smaller  microcells to avoid a degradation  in service to the  subscribers.  The
geographic range of these microcells will be smaller,  requiring lower power and
less  expensive  equipment at each base station,  but more of these smaller base
stations are required in order to increase the capacity of the overall system.

Markets

         Cellular  systems  have  historically   employed  analog   transmission
formats,  certain of which have evolved  into  industry  standards.  The need to
accommodate a growing cellular customer base in a finite amount of spectrum has,
however, encouraged a worldwide transition from the traditional analog standards
to various digital  technologies which are significantly more efficient.  In the
North American cellular market, the established analog  transmission  format has
been the Advanced Mobile Phone Services ("AMPS") standard  originally  developed
by AT&T.  Several  large  metropolitan  markets have  limited  capacity to serve
increasing  numbers of  subscribers.  The  response to this need for  additional
capacity has led to the emergence of digital  technology  standards in the North
American  market  including  Time  Division  Multiple  Access  ("TDMA") and Code
Division Multiple Access ("CDMA").

                                       -8-
<PAGE>

         In the European  cellular  market the Nordic Mobile  Telephone  ("NMT")
standard  and the Total  Access  Communication  System  ("TACS")  have been used
throughout much of Europe as the industry standard analog transmission  formats.
The  European   community  and  many  other  countries  around  the  world  have
implemented  of  a  single  digital  standard,  the  Global  System  for  Mobile
Communications  ("GSM").  The  implementation  of  GSM  in  Europe,  where  many
countries  have  traditionally  had  a  single  cellular   operator,   has  been
accompanied  in most cases by the addition of at least one  competitive  service
provider, which the Company believes has contributed to increased growth of such
systems.

         The Company  offers  amplifiers  that  support the AMPS and TACS analog
standards and the TDMA, CDMA and GSM digital standards for cellular systems. The
Company has elected not to support the NMT analog standard in Europe, because it
believes  that  NMT  has a lower  potential  for  growth  than  the GSM  digital
standard.  To  date,  the  Company  has  not  invested  significant  development
resources to incorporate the Personal Digital Cellular ("PDC") standard into its
product  offerings,  because such standard has not developed to any great degree
outside of Japan.

         In addition to the analog and digital cellular systems discussed above,
the  market  for PCS  systems  is  expanding  rapidly.  The FCC has  reallocated
spectrum in the 1.85 to 1.99  gigahertz  range for the  provision of PCS and has
conducted  six rounds of auctions  for the PCS  spectrum.  PCS  systems  utilize
digital transmission standards, including TDMA, GSM and CDMA. The success of the
introduction  of PCS as a new type of  wireless  service  will depend in part on
whether  infrastructure  manufacturers  and service  providers can reduce system
manufacturing  and  service  costs and  pricing  sufficiently  to  significantly
increase the rate of market penetration of potential subscribers.

         The following chart illustrates these existing and developing standards
for wireless  communications,  and the markets served and standards supported by
the Company's current product offerings.

                                       -9-
<PAGE>
<TABLE>

                            Major Wireless Standards By Region
-------------------------------------------------------------------------------------------------
<CAPTION>
                       U.S.A.
                       Canada               Europe               Japan             Rest of World
                        (MHz)               (MHz)                (MHz)                 (MHz)
-------------------------------------------------------------------------------------------------
     <S>            <C>                <C>                  <C>                   <C>
      Analog         AMPS (800)         NMT (450, 900)         NTT (800)           NMT (450, 900)
     Cellular                             TACS (900)          JTACS (800)            AMPS (800)
                                          AMPS (800)                                 TACS (900)
-------------------------------------------------------------------------------------------------
     Digital         CDMA (800)           GSM (900)            PDC (1500)         CDMA (800, 900)
     Cellular        TDMA (800)                                JDC (800)             GSM (900)
                                                                                  TDMA (450, 800)
-------------------------------------------------------------------------------------------------
                    CDMA (1900)        DCS 1800 (1800)         PHS (1900)           CDMA (1900)
       PCS          TDMA (1900)                               CDMA (1900)         DCS-1800 (1800)
                     GSM (1900)                                                     CDMA (1800)
-------------------------------------------------------------------------------------------------
       WLL           GSM (1900)         NMT (450, 900)       NMT (450, 900)          PHS (1900)
                    CDMA (1900)           TACS (900)           TACS (900)           CDMA (1900)
                    TDMA (1900)           AMPS (800)           AMPS (800)
                                          CDMA (800)           CDMA (800)
                                          GSM (900)            GSM (900)
                                       DCS 1800 (1800)      DCS 1800 (1800)
                                                              CDMA (2400)
-------------------------------------------------------------------------------------------------

</TABLE>

         The Company believes that the potential for wireless  communications in
countries  without  reliable or extensive  wireline  systems may be even greater
than  in  countries  with  developed  telecommunications  systems.  The  cost of
building and  maintaining a wireless  network is generally less than the cost of
building and  maintaining  a comparable  wireline  network.  Thus,  in many less
developed  countries,  cellular service may provide the primary service platform
for both  mobile  and fixed  telecommunications.  Due to  political,  social and
economic  pressures to rapidly and efficiently  provide reliable basic telephone
service  in a  cost-effective  manner,  many  countries  are  beginning  to view
wireless networks favorably because of the potential for dramatic  reductions in
installation  and maintenance  costs and the ability to more rapidly deploy such
wireless systems.

         If  technological  advances and price  decreases  continue to occur,  a
market in the United States for wireless service to be used in conjunction with,
or in place of,  traditional  wireline  ("local  loop") service may emerge for a
variety of applications. For example, wireless networks could provide local loop
service and direct access to the long distance  carriers.  Some local  telephone
companies are conducting trials using fixed wireless  terminals to provide basic
telephone  service  as a cost  effective  alternative  to  traditional  wireline
service.

         The wireless  infrastructure  equipment  market is dominated by a small
number of large original  equipment  manufacturers  ("OEMs"),  including Lucent,
Ericsson,   Motorola  and  Northern  Telecom  .  The  Company  believes  that  a
substantial  majority of the present worldwide production of power amplifiers is
captive within the  manufacturing  operations of these companies and offered for
sale as part of their


                                      -10-
<PAGE>

wireless  systems.  Furthermore,  the Company  believes  that it, along with its
competitors,  have captured a significant share of the merchant market for power
amplifiers  and, once  captured,  OEMs are reluctant to switch  suppliers.  As a
result, the Company's future success is dependent upon the extent to which these
OEMs elect to purchase from outside  sources  rather than design and build their
own amplifiers. Among the Company's current customers, Northern Telecom and LGIC
continuously evaluate whether to manufacture their own amplifiers.  There can be
no assurance that the Company's customers will continue to rely, or expand their
reliance,  on the  Company  for  amplifiers,  or that  other  OEMs  will  become
customers.  If one or more of the Company's  existing customers decided to build
their own  amplifiers  internally  or if the trend to  increasingly  use outside
sources for  amplifiers  were to decline or  reverse,  the  Company's  business,
financial  condition  and results of operations  would be  materially  adversely
affected.

Products

         The Company  designs  application  specific  products  that address the
unique  requirements of its OEM customers in a timely and cost effective  manner
by employing  vertical  integration  in its  manufacturing,  and  designing  its
products  in  a  modular  fashion  using  configurable  core  technologies.  The
Company's   product  strategy  is  to  support  multiple  wireless  systems  and
standards.  Most existing  wireless systems use single carrier power amplifiers.
The following table provides a list of standards for which the Company  provides
single carrier amplifiers:

--------------------------------------------------------------------------------
                Spectrian Single Carrier Amplifier Configurations
--------------------------------------------------------------------------------
                                 Frequency                         Power
       Standard                    (MHz)                          (Watts)
--------------------------------------------------------------------------------
Analog Cellular:
       AMPS, CDPD                  869-894                          65
       TACS                        917-950                          65
--------------------------------------------------------------------------------
Digital Cellular:
       TDMA                        485-495                          50
       TDMA                        869-894                          50
       CDMA                        869-894                          25
       GSM                         925-960                          30
--------------------------------------------------------------------------------
PCS:
       DCS 1800                   1805-1880                         30
       CDMA                       1930-1990                         20
       GSM 1900                   1930-1990                         30
       CDMA                       1805-1870                         30
--------------------------------------------------------------------------------


         The Company also offers multicarrier application specific amplification
products.  Multicarrier power amplifiers require  significantly higher linearity
compared to single carrier  designs.  The following table provides a list of the
standards for which the Company provides multicarrier amplifiers:

                                      -11-
<PAGE>
--------------------------------------------------------------------------------
                 Spectrian Multicarrier Amplifier Configurations
--------------------------------------------------------------------------------
                             Frequency         Power            Typical
   Standard                    (MHz)          (Watts)        Linearity (dBc)*
--------------------------------------------------------------------------------
AMPS, TDMA, CDMA, CDPD        869-894         100-175              -70
     TACS                     917-950           25                 -50
     CDMA                    1805-1870          100                -65
--------------------------------------------------------------------------------
* Carrier to Intermodulation Distortion Ratio.

         The  Company's  amplifiers  can be  configured  as  either  modules  or
pallets, separate plug-in amplifier units or integrated subsystems, and range in
price from  approximately  $500 to $30,000. A pallet represents the lowest level
of amplifier  complexity and consists of a radio frequency transistor mounted on
a printed circuit board without a housing.  A plug-in amplifier unit consists of
a  cast  housing,  which  provides  for  thermal  management  and  low  cost  of
production,  and contains a radio  frequency  amplifier  pallet  combined with a
digital  control  interface  module.  A power  amplifier  subsystem  consists of
multiple cast  housings and adds signal  processing  to enhance  linearity.  The
Company's  products are integrated into systems by its customers,  and therefore
must be  engineered to be  compatible  with industry  standards and with certain
customer specifications, such as frequency, power and linearity.

OEM Customers, Sales and Marketing

         The Company sells power amplifiers to a limited number of OEM customers
in North America and Europe principally  through its direct sales  organization.
The Company's  customers  include many of the world's largest  manufacturers  of
wireless  infrastructure   equipment,   including  Northern  Telecom,  LGIC  and
QUALCOMM.  During fiscal 1997,  Northern  Telecom and Nortel Matra accounted for
63% and 12%, respectively, of revenues. During fiscal 1996, Northern Telecom and
Nortel Matra accounted for approximately 58% and 17%, respectively, of revenues.
During fiscal 1995,  Northern Telecom,  Nortel Matra and Ericsson  accounted for
approximately 53%, 13% and 8%, respectively, of revenues. While Northern Telecom
continues to be the Company's dominant customer due to Northern Telecom's growth
and  diversification  into new markets,  the  products  the Company  supplies to
Northern Telecom has become more diverse.  The Company expects that sales of its
products will continue to be  concentrated  among a limited number of customers.
The Company's business,  financial condition and results of operations have been
materially  adversely  affected in the past by the failure of anticipated orders
to materialize and by deferrals or cancellations of orders by its customers.  If
the Company were to lose a major customer, in particular Northern Telecom, or if
orders by a major customer were to otherwise  decrease,  the Company's business,
financial  condition  and results of operations  would be  materially  adversely
affected.

         The  Company  employs  a  customer  focused,  team-based  direct  sales
approach to satisfy the power  amplification  needs of its  customers.  Sales to
large OEM customers  require close account  management by Company  personnel and
relationships  at multiple  levels of its  customers'  organizations,  including
management,  engineering and purchasing  personnel.  In addition,  the Company's
application specific  amplification products require experienced sales personnel
to match the customer's amplification

                                      -12-
<PAGE>

requirements to the Company's  product  capabilities.  The Company believes that
close technical  collaboration  with the customer during the design phase of new
communications  equipment is critical to the  integration  of its  amplification
products  into  the new  equipment.  The  Company's  integrated  sales  approach
involves a team  consisting of a senior account  manager,  a program manager and
members of the Company's engineering department.  This sales approach allows the
Company's  engineering  personnel to work closely with their counterparts at the
OEM   customer  to  assure   compliance   of  the  product  to  the   customer's
specification. The Company's executive officers are also involved in all aspects
of the Company's  relationships  with its major  customers and work closely with
their senior  management.  As of March 31, 1997,  the Company had a direct sales
staff of eight  people.  The Company  warrants new products  against  defects in
design, materials and workmanship,  typically for a period of twelve to eighteen
months.

         As part of the effort to diversify  its product  base,  the Company has
begun to sell multicarrier  amplifier systems  (including filters and combiners)
directly to service  providers.  To date,  these sales have been to providers in
the United States and Israel.  The Company recognizes that these sales may be in
conflict with potential or current OEM sales and is willing to work with its OEM
equipment  suppliers  so that the service  provider  receives a Spectrian  power
amplifier system directly or through the OEM. There can be no assurance that the
Company's  direct sales to service  providers  will not cause its OEM  equipment
suppliers to reduce orders or terminate their relationship with the Company. Any
such  reduction or  termination  could have a materially  adverse  effect on the
Company's business, financial condition and results of operations.

         The Company  markets  its  products  overseas  with the  assistance  of
independent sales representatives to customers in Europe, Japan and South Korea.
The Company has four sales representatives in Europe covering Austria,  Finland,
France,  Germany,  Italy,  Sweden  and  Switzerland,  one  sales  representative
dedicated  to  Japan  and a  representative  organization  in  South  Korea.  In
addition,  the Company is pursuing  selected  opportunities to sell its RF power
transistors  and has  three  independent  sales  representatives  and one  sales
employee in the United  States and Europe  addressing  this market.  The Company
continuously  evaluates whether to establish direct sales to a particular region
or customer depending upon available sales  opportunities.  The Company's direct
sales staff  provides  sales  direction and support to the  international  sales
representatives. Sales outside of the United States represented 73%, 72% and 71%
of revenues in fiscal 1997,  1996 and 1995,  respectively.  Sales outside of the
United  States  are  denominated  in U.S.  dollars  in order to reduce the risks
associated with the fluctuations of foreign currency exchange rates. The Company
expects  that  international  sales will  continue to account for a  significant
portion of its revenues.  Sales outside of the United States involve a number of
inherent risks, including reduced protection for intellectual property rights in
some countries, the impact of recessionary environments in economies outside the
United States,  generally  longer  receivables  collection  periods,  unexpected
changes in regulatory requirements,  tariffs and other trade barriers. There can
be no  assurance  that  such  factors  will not have an  adverse  effect  on the
Company's  future  international  sales  and,  consequently,  on  the  Company's
business, financial condition and results of operations.

                                      -13-
<PAGE>
Manufacturing

         The Company assembles,  tests, packages and ships amplifier products at
its manufacturing  facilities  located in Sunnyvale,  California.  The Company's
manufacturing  facilities in Sunnyvale consist of a 4-inch wafer fabrication and
transistor  assembly  and  test  facility  and an  amplifier  assembly  and test
facility.  The Company is winding down  operations  in its Mountain  View 3-inch
fabrication  facility and anticipates closure of that facility by the end of the
first quarter of fiscal 1998.

         Wafer Fabrication. As part of its strategy of vertical integration, the
Company operates its own wafer fabrication facility for the production of the RF
power  transistor,  the  most  important  component  utilized  in the  Company's
amplifiers. The Company believes that control of the semiconductor manufacturing
process allows it to reduce unit costs, control quality,  improve time to market
delivery and most importantly increase the linearity of the RF power transistors
used in its amplifiers. In December 1996, the Company completed construction and
facilitation of a more modern, higher capacity 4-inch wafer fabrication facility
to further increase  production  capacity.  In addition,  the Company utilizes a
high volume,  third party supplier to supplement wafer capacity on a subcontract
basis.

         The design and fabrication of RF power transistors is a unique, complex
and precise  process.  Such  manufacturing  is  sensitive  to a wide  variety of
factors, including variations and impurities in the raw materials,  difficulties
in the fabrication process,  performance of the manufacturing equipment, defects
in the masks used to print circuits on a wafer and the level of  contaminants in
the manufacturing  environment.  There can be no assurance that the Company will
be able to maintain acceptable production yields in the future. In addition, the
Company's wafer fabrication facility represents a single point of failure in its
manufacturing  process that would be costly and time-consuming to replace if its
operation were interrupted.  The interruption of wafer fabrication operations or
the loss of employees  dedicated to the wafer fabrication  facility could have a
material  adverse  effect on the  Company's  business,  financial  condition and
results of  operations.  Any failure to  maintain  acceptable  wafer  production
levels either from the 4-inch  facility or from the third party wafer  supplier,
will  have a  material  adverse  effect  on the  Company's  business,  financial
condition and results of operations.

         The  Company  is  subject  to a  variety  of local,  state and  federal
governmental regulations relating to the storage, discharge, handling, emission,
generation, manufacture and disposal of toxic or other hazardous substances used
to manufacture the Company's products. The Company believes that it is currently
in compliance in all material  respects  with such  regulations  and that it has
obtained  all  necessary  environmental  permits to conduct  its  business.  The
failure  to comply  with  current  or  future  regulations  could  result in the
imposition  of  substantial  fines on the  Company,  suspension  of  production,
alteration of its manufacturing processes or cessation of operations. Compliance
with such regulations could require the Company to acquire expensive remediation
equipment or to incur substantial expenses.

         Transistor  Assembly and Test. Once a wafer is processed,  it is tested
and diced into chips that are attached to a special ceramic package, wire bonded
and  encapsulated.  The packages  are  designed for maximum  thermal and optimum
electrical  performance which is critical during high power RF operation.  These
processes  require  precision  for  performance  and volume  manufacturing.  The
Company

                                      -14-
<PAGE>

utilizes patented transistor packaging techniques to improve the performance and
the automated  assembly of both  transistors  and amplifiers.  In addition,  the
Company  utilizes  a  specialized  surface  mount  packaging  process to improve
transistor  assembly while  enhancing  thermal  performance,  lowering costs and
improving reliability.

         Amplifier  Assembly and Test.  The  Company's  amplifier  manufacturing
activities consist of purchasing  components,  assembling and testing components
and subassemblies,  and integrating  subassemblies  into finished products.  The
Company's  amplifiers  consist  of a variety  of  subassemblies  and  components
designed or specified by the Company,  including  housings,  harnesses,  cables,
packaged RF power transistors,  integrated  circuits and printed circuit boards.
Except for the RF power  transistors,  these  components and  subassemblies  are
manufactured by third parties and are shipped to the Company for final assembly.
The most critical step in the assembly  process  consists of the  integration of
the  Company's  internally  produced RF power  transistors  with the  externally
procured  printed  circuit  boards.  Each  of the  Company's  products  receives
extensive in-process and final quality inspections and tests.

         The Company  attempts to utilize standard parts and components that are
available  from  multiple  vendors.  However,  certain  components  used  in the
Company's products are currently  available only from single sources,  and other
components  are  available  from only a limited  number of sources.  Despite the
risks  associated  with  purchasing  components  from  single  sources or from a
limited number of sources, the Company has made the strategic decision to select
single  source or limited  source  suppliers in order to obtain  lower  pricing,
receive more timely delivery and maintain quality  control.  If the Company were
unable to obtain  sufficient  quantities of components,  delays or reductions in
product  shipments could occur which would have a material adverse effect on the
Company's business, financial condition and results of operations.

         The Company  continues to initiate actions to reduce its  manufacturing
costs. The Company has negotiated master purchase agreements with its vendors to
have  substantially  all of its parts bid on an annual  basis  rather  than on a
monthly basis, which it believes has generated significant volume discounts. The
Company is also implementing  standardized automated test processes and material
handling  throughout  the  manufacturing  area which is also  designed to reduce
costs.  There can be no  assurance  that these  activities  will reduce costs as
quickly as  anticipated  reductions in average  selling  prices of the Company's
products.  Any failure to achieve continued  manufacturing cost reductions could
have a material adverse effect on the Company's  business,  financial  condition
and results of operations.

Research and Development

         The  Company's  research  and  development  efforts  are focused on the
design of new RF power transistors and power amplifiers, improvement of existing
product performance,  cost reductions and improvements in the  manufacturability
of existing products.  The Company's research and development staff is organized
into a semiconductor group and an amplifier group. The Company uses an automated
design  environment  and  employs  advanced   workstations  to  model  RF  power
transistors and amplifiers. This design environment, together with the Company's
modular product architecture and configurable

                                      -15-
<PAGE>

core technologies,  allow it to rapidly define,  develop and deliver on a timely
basis the new and enhanced products demanded by its OEM customers.

         The  Company  has  historically  devoted a  significant  portion of its
resources to research and development programs and expects to continue to do so.
As of March 31,  1997,  the  Company  had 108  people  engaged in  research  and
development.  The Company's  research and  development  expenses in fiscal 1997,
1996 and 1995 were $17.2 million, $14.5 million and $11.4 million, respectively,
and represented 19%, 20% and 18%,  respectively,  of total revenues. The Company
in the past funded a significant  portion of its research and  development  from
NRE  revenues  received  from  customers  in  connection  with  the  design  and
development of application specific products.  NRE revenues have declined in the
past three  years and the  Company  expects  NRE  revenue to further  decline in
future years due to the competitive  development climate.  Costs associated with
customer  funded research and  development  were $2.1 million,  $4.5 million and
$5.8 million for fiscal 1997, 1996 and 1995,  respectively.  See Note 1 of Notes
to Consolidated Financial Statements.

         The  markets  in  which  the  Company  and its  customers  compete  are
characterized by rapidly changing  technology,  evolving industry  standards and
continuous  improvements in products and services.  The Company's future success
depends on its ability to develop new  products in a timely  manner that compete
effectively on the basis of price and performance  and that  adequately  address
OEM customer requirements.  No assurance can be given that the Company's product
development  efforts  will be  successful,  that its new  products  will achieve
customer  acceptance  or that its  customers'  products  will  achieve  customer
acceptance.  In addition,  as is characteristic  of the wireless  communications
equipment  industry,  the average  sales prices of the  Company's  products have
historically  decreased over the products' lives and are expected to continue to
do so. To offset  declining  average sales prices,  the Company believes that in
the near term it must develop new products that  incorporate  advanced  features
and can be sold at higher average sales prices.  To the extent that new products
are not developed in a timely manner,  do not achieve customer  acceptance or do
not generate higher sales prices and margins, the Company's business,  financial
condition and results of operations could be materially adversely affected.

Patents and Proprietary Technology

         The  Company's  ability  to compete  successfully  and  achieve  future
revenue growth will depend,  in part, on its ability to protect its  proprietary
technology and operate without  infringing the rights of others. The Company has
a policy of seeking  patents on inventions  resulting from its ongoing  research
and  development  activities.  The  Company  has been  awarded 13 United  States
patents which expire from 2008 to 2015.  In addition,  the Company has 14 United
States patent applications pending,  including one that has been allowed but not
yet formally  issued.  The Company also has been awarded six foreign patents and
has four foreign patent applications pending. There can be no assurance that the
Company's  pending  patent  applications  will be  allowed or that the issued or
pending patents will not be challenged or circumvented by competitors.

                                      -16-
<PAGE>

         Notwithstanding the Company's active pursuit of patent protection,  the
Company believes that the success of its business depends more on the collective
value of its patents,  specifications,  CAD design and modeling tools, technical
processes   and  employee   expertise.   The  Company   generally   enters  into
confidentiality and non-disclosure agreements with its employees, suppliers, OEM
customers,  licensees and potential customers and licensees and limits access to
and  distribution  of  its  proprietary  technology.  However,  there  can be no
assurance that such measures will provide adequate  protection for the Company's
trade secrets or other  proprietary  information,  or that the  Company's  trade
secrets  or  proprietary  technology  will  not  otherwise  become  known  or be
independently  developed by  competitors.  The failure of the Company to protect
its proprietary technology could have a material adverse effect on its business,
financial   condition  and  results  of   operations.   As  is  typical  in  the
communications  equipment  industry,  the  Company may in the future be notified
that it is infringing certain patent and/or other  intellectual  property rights
of others.  Although there are no such pending  lawsuits  against the Company or
unresolved notices that the Company is infringing  intellectual  property rights
of others, there can be no assurance that litigation or infringement claims will
not occur in the future.  Such  litigation or claims could result in substantial
costs and diversion of resources and could have a material adverse effect on the
Company's business, financial condition and results of operations.

Competition

         The wireless communications equipment industry is extremely competitive
and is characterized by rapid technological  change, new product development and
product obsolescence,  evolving industry standards and significant price erosion
over the  life of a  product.  The  principal  elements  of  competition  in the
Company's market include product  linearity and  functionality,  other technical
capabilities,  the ability to design products for  manufacturability  and volume
production,  time-to-market  delivery  capabilities,  the  ability to source low
cost, high performance RF transistors, standards compliance, product quality and
reliability and price. The Company  believes that overall it competes  favorably
with respect to the foregoing elements,  and as a result, the Company's products
are generally priced higher than those offered by its competitors.

         The  ability  of  the  Company  to  compete  successfully  and  sustain
profitability  depends in part upon the rate at which customers  incorporate the
Company's  products into their systems.  The Company believes that a substantial
majority of the present  worldwide  production  of power  amplifiers  is captive
within the manufacturing operations of a small number of wireless equipment OEMs
and offered for sale as part of their  wireless  systems.  The Company's  future
success is  dependent  upon the extent to which these major  wireless  equipment
OEMs elect to purchase from outside  sources rather than  manufacture  their own
amplifiers.  There can be no  assurance  that  customers  will  incorporate  the
Company's  products  into their systems or that in general they will continue to
rely, or expand their  reliance,  on external  sources of supply for their power
amplifiers. The Company's major customers,  including Northern Telecom and LGIC,
continuously evaluate whether to manufacture their own amplification products or
purchase   them  from  outside   sources.   These   customers  and  other  large
manufacturers  of wireless  communications  equipment  could also elect to enter
into the merchant market and compete  directly with the Company.  Such increased
competition could materially adversely affect the Company's business,  financial
condition and results of operations.

                                      -17-
<PAGE>

         The  Company's  principal   competitors  in  the  market  for  wireless
amplification  products  provided by  independent  suppliers  currently  include
Powerwave  Technologies,   Hewlett-Packard   Wireless  Infrastructure  Division,
M/A-COM (a subsidiary of AMP), Microwave Power Devices, Inc., AML Communications
and  Amplidyne.   Certain  of  these  competitors  have,  and  potential  future
competitors could have, substantially greater technical,  financial,  marketing,
distribution  and other  resources  than the  Company  and have,  or could have,
greater  name   recognition   and  market   acceptance  of  their  products  and
technologies.  No assurance can be given that the Company's competitors will not
develop new  technologies or enhancements to existing  products or introduce new
products that will offer superior price or performance  features.  To the extent
that  OEMs  increase  their  reliance  on  external   sources  for  their  power
amplification needs, more competitors could be attracted to the market.

         The Company expects its competitors to offer new and existing  products
at prices  necessary to gain or retain market share. The Company has experienced
significant  price  competition,  which has in the past affected  gross margins.
Certain of the Company's  competitors have substantial financial resources which
may enable them to withstand  sustained  price  competition  or downturns in the
power amplification market.

Backlog

         The Company's backlog of orders as of March 31, 1997 and March 31, 1996
was $26.8 million and $27.5  million,  respectively,  of which,  as of March 31,
1997,  approximately  99% was scheduled to be shipped within the next 12 months.
In general,  the Company  includes in its backlog only those orders for which it
has  accepted   purchase  orders.   As  part  of  the  Company's  close  working
relationships  with its major  customers,  such customers  expect the Company to
respond  quickly  to  changes  in the  volume  and  delivery  schedule  of their
amplifiers,  and if necessary, to inventory products at the Company's facilities
for just-in-time  delivery.  Therefore,  although  contracts with such customers
typically  specify  aggregate dollar volumes of products to be purchased over an
extended time period,  such contracts also provide that scheduled shipment dates
of particular  volumes are generally  released to the Company only days or a few
weeks prior to the actual required  delivery  dates. In addition,  the Company's
customers may cancel or defer orders without significant  penalty. The Company's
backlog at any particular date may not be representative of actual sales for any
succeeding  period because of orders  received for products to be shipped in the
same  quarter in which such orders are  received,  potential  changes in product
delivery schedules, cancellations of orders and potential manufacturing problems
or other delays in product shipments.

American Microwave Technology, Inc.

         In April 1997, the Company sold its wholly-owned  subsidiary,  American
Microwave Technology, Inc. ("AMT"), to the management group and employees of AMT
for approximately $4.0 million,  realizing a net gain of approximately  $500,000
after  disposition  of AMT's assets.  The Company  decided to divest AMT,  which
designs,  develops and manufactures  radio frequency power amplifier systems for
selected wireless, scientific and application specific markets, after concluding
AMT's market focus had become

                                      -18-
<PAGE>

less synergistic with the Company's core business.  In fiscal 1997 and 1996, AMT
accounted for approximately 7% and 10%, respectively, of the Company's revenue.

Employees

         As of March 31, 1997, the Company had a total of 677 regular, temporary
and contract  employees,  including  505 in  manufacturing,  108 in research and
development, 27 in sales and 37 in administration.  The Company's future success
will depend, in part, on its ability to continue to attract, retain and motivate
highly  qualified  technical  and  management  personnel.  None of the Company's
employees is  represented  by a  collective  bargaining  agreement,  nor has the
Company experienced any work stoppage.  The Company considers its relations with
its employees to be good.

ITEM 2.           PROPERTIES

         The Company's principal  administrative,  engineering and manufacturing
facilities are located in two buildings of approximately  141,000 square feet in
Sunnyvale,  California.  In November  1996,  the Company  entered  into  several
agreements in connection  with a transaction  with respect to these  properties.
Pursuant to the  agreements,  the Company sold the  Properties  to SPEC (CA) QRS
12-20,  Inc.  ("SPEC"),  and  pursuant to the terms of a lease  agreement,  SPEC
agreed to lease the  Properties  to the Company for a term of 15 years (with two
options  to extend  the  lease for up to an  additional  ten  years).  The lease
agreement  also  provides that the Company shall have the right of first refusal
to purchase the Properties from SPEC upon the occurrence of certain  conditions.
In addition, in March 1997, the Company entered into a 10-year lease for a third
building of approximately  39,000 square feet in Sunnyvale,  California  located
between  the  Company's  two  occupied  buildings.   The  Company  is  currently
subleasing   this  building  to  third  parties   under   month-to-month   lease
arrangements.  The building is owned by a limited liability company of which the
Company owns 91.5%.

ITEM 3.           LEGAL PROCEEDINGS

         From time to time, the Company is party to various legal proceedings or
claims,  either  asserted or unasserted,  which arise in the ordinary  course of
business.  Management  has reviewed  pending legal matters and believes that the
resolution  of such matters will not have a  significant  adverse  effect on the
Company's financial condition or results of operations.

ITEM 4.           SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

         Not applicable.

                                      -19-
<PAGE>
                      EXECUTIVE OFFICERS OF THE REGISTRANT

         The names, ages and positions of the Company's  executive  officers are
as follows:


Name                       Age   Position          
----                       ---   --------          
Garrett A. Garrettson.....  53   President, Chief Executive Officer and Director
Bruce R. Wright...........  48   Executive Vice President, Finance and
                                    Administration, Chief Financial Officer
                                    and Secretary
Stephen B. Greenspan......  55   Executive Vice President of Operations and
                                     Chief Operating Officer
Joseph M. Veni............  45   Senior Vice President, Sales and Marketing
William Zucker............  39   Vice President, Marketing
                               
         Garrett A.  Garrettson  joined the Company in April 1996 as  President,
Chief  Executive  Officer and  director.  Between  March 1993 and March 1996, he
served as President and Chief Executive  Officer of Censtor  Corporation,  which
designed and sold  technology  related to magnetic  recording heads for the disk
drive  industry.  From 1986 to March  1993,  he served  as a Vice  President  of
Imprimis  Technology  Incorporated  ("Imprimis"),  a wholly-owned  subsidiary of
Control  Data  Corporation,  and  subsequently  as a Vice  President  of Seagate
Technology,  Inc.  ("Seagate") when it acquired Imprimis in 1989. Prior to 1986,
Mr.  Garrettson  held a variety of positions  with  Hewlett-Packard  Company and
served in the United States Navy.  Mr.  Garrettson  also serves as a director of
Censtor  Corporation  and Benton Oil and Gas  Company.  He received his B.S. and
M.S. in Engineering Physics and a Ph.D. in Mechanical  Engineering from Stanford
University.

         Bruce R.  Wright  joined the Company on May 1, 1997 as  Executive  Vice
President of Finance and Administration,  Chief Financial Officer and Secretary.
Prior  to  joining  the  Company,  he was  Chief  Financial  Officer  at  Tencor
Instruments from December 1991 to April 1997. From January 1988 to July 1991, he
was Chief  Financial  Officer at  Teknekron  Corporation.  Mr.  Wright  also has
experience with Atlantic Richfield Company and the U.S. Air Force. He has a B.A.
in Physics from Pomona College,  a B.S. in Mechanical  Engineering from Cal Tech
and an S.M. in Management from MIT.

         Stephen B.  Greenspan  joined the Company in May 1996 as Executive Vice
President of  Operations  and was named Chief  Operating  Officer in April 1997.
From  November  1991 and  February  1996,  he served as Senior  Vice  President,
Quality at Seagate,  a leading  supplier  of data  storage  devices,  supporting
technologies and data management software.  Mr. Greenspan also held a variety of
positions at Seagate  including Vice President of Process  Development  and Vice
President of Domestic and Far East  Operations.  From March 1986 to August 1987,
Mr.  Greenspan served as Vice President of Operations at Tandon  Corporation,  a
manufacturer  of personal  computers.  From 1967 to 1986,  Mr.  Greenspan held a
variety  of  management   positions  at  IBM  Corporation   related  to  circuit
technologies,  personal  computer  manufacturing  and  supplier  management.  He
received his B.S. degree in Electrical


                                      -20-
<PAGE>

Engineering  from  New  Jersey  Institute  of  Technology  and  M.S.  degree  in
Electrical Engineering from Syracuse University.

         Joseph M. Veni  joined the Company in April 1992 as Vice  President  of
Sales and in June 1996 was named to Spectrian's  executive  staff as Senior Vice
President,  Sales and  Marketing.  Prior to April 1992, he was Vice President of
Sales and Marketing at TTI-General Signal and prior to that he worked at Cushman
Electronics,  Inc.,  Halcyon  Communications,  Inc., ICS Group, Inc. and Western
Union Telegraph Co. in various marketing and sales positions.  Mr. Veni received
an Associates Degree in Electronics Technology from Mt. San Antonio College.

         William  Zucker joined the Company in October 1995 as Vice President of
Engineering.  In August 1996,  Mr. Zucker became Vice  President of Product Line
Management.  In April 1997, he was named Vice  President of Marketing.  Prior to
joining the Company,  Mr. Zucker held several  positions at AT&T/AT&T  Bell Labs
including a director of product  management from July 1994 to October 1995 and a
director of development  from November 1991 to July 1994. Mr. Zucker  received a
B.S.  degree in Electrical  Engineering  from  Manhattan  College and an M.S. in
Electrical Engineering from MIT.


                                     PART II

ITEM 5.           MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED
                  STOCKHOLDER MATTERS

         The  information  required by this Item is incorporated by reference to
inside the back cover page of the Company's  Annual Report to  Shareholders  for
the fiscal year ended March 31, 1997,  filed as Exhibit 13.1 hereto (the "Annual
Report to Shareholders").

         Between  November 11, 1996 and March 27, 1997,  the  Registrant  issued
options to  purchase an  aggregate  of 390,000  shares of Common  Stock to three
employees at exercise  prices of $9.50,  $13.75 and $14.50 per share pursuant to
Non-Qualified  Stock Option  Agreements.  On April 18, 1997, the Company filed a
Registration  Statement  on Form S-8  registering  the 390,000  shares of Common
Stock to be issued pursuant to such Non-Qualified Stock Option Agreements.

         The  sales of the  above  securities  were  deemed  to be  exempt  from
registration  under the  Securities  Act of 1933,  as amended  (the  "Securities
Act"),  in  reliance  on  Section  4(2)  of the  Securities  Act,  regulation  D
promulgated  thereunder,  or Rule  701  promulgated  under  Section  3(b) of the
Securities Act, as transactions  not involving a public offering or transactions
pursuant to compensatory benefit plans and contracts relating to compensation as
provided  under Rule 701. All  recipients  had adequate  access,  through  their
relationship with the Company, to information about the Registrant.

                                      -21-
<PAGE>

ITEM 6:           SELECTED FINANCIAL DATA

         The  information  required by this Item is incorporated by reference to
page 14 of the Annual Report to Shareholders.

ITEM 7.           MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                  CONDITION AND RESULTS OF OPERATIONS

         The  information  required by this Item is incorporated by reference to
pages 15-17 of the Annual Report to Shareholders.


ITEM 8.           FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

         The  information  required by this Item is incorporated by reference to
pages 18-28 of the Annual Report to Shareholders.

ITEM 9.           CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
                  ACCOUNTING AND FINANCIAL DISCLOSURE

         Not applicable.


                                    PART III

ITEM 10.          DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

         The  information   required  by  this  item  concerning  the  Company's
directors is  incorporated by reference to the sections  captioned  "Election of
Directors" and "Compliance  with Section 16(a) of the Exchange Act" contained in
the Company's Proxy Statement related to the 1997 Annual Meeting of Shareholders
to be held July 31,  1997,  to be filed by the Company with the  Securities  and
Exchange  Commission  within 120 days of the end of the  Company's  fiscal  year
pursuant  to  General  Instruction  G(3) of Form 10-K (the  "Proxy  Statement").
Certain information  required by this item concerning  executive officers is set
forth in Part I of this Report and certain  other  information  required by this
item is incorporated by reference from the section  captioned  "Compliance  with
Section 16(a) of the Exchange Act" contained in the Proxy Statement.

ITEM 11.          EXECUTIVE COMPENSATION

         The  information  required by this item is incorporated by reference to
the section captioned  "Executive  Compensation and Other Matters"  contained in
the Proxy Statement.

                                      -22-
<PAGE>

ITEM 12.          SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
                  MANAGEMENT

         The  information  required by this item is incorporated by reference to
the section  captioned  "Security  Ownership  of Certain  Beneficial  Owners and
Management" contained in the Proxy Statement.

ITEM 13.          CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

         The  information  required by this item is incorporated by reference to
the  sections   captioned   "Compensation   Committee   Interlocks  and  Insider
Participation" and "Certain Transactions" contained in the Proxy Statement.

                                     PART IV

ITEM 14.          EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON
                  FORM 8-K.

         (a)(1)            Financial Statements

                  The  following   financial   statements  are  incorporated  by
reference in Item 8 of this Report:


                  Report of KPMG Peat Marwick LLP,  Independent Auditors
                  Balance Sheets, March 31, 1997 and 1996
                  Statements of  Operations  for the years ended March 31, 1997,
                    1996 and 1995
                  Statements of Shareholders' Equity for the years ended
                    March 31, 1997, 1996 and 1995
                  Statements of Cash Flows for the years ended March 31,
                    1997, 1996 and 1995
                  Notes to Financial Statements


         (a)(2)            Financial Statement Schedules

                  Schedule II -- Valuation and Qualifying  Accounts and Reserves
                    (see page S-1)
                  Independent Auditors' Report (see page S-2)

         Schedules  not listed above have been omitted  because the  information
required to be set forth therein is not  applicable or is shown in the financial
statements or notes thereto.

                                      -23-
<PAGE>

         (a)(3)            Exhibits

               3.1(4)      Restated Articles of Incorporation of Registrant.
               3.4(1)      Bylaws of Registrant.
               4.1(11)     Amended  and   Restated   Preferred   Shares   Rights
                           Agreement of January 15, 1997, between the Registrant
                           and  ChaseMellon  Shareholder  Services,  L.L.C.,  as
                           amended, including the form of Rights Certificate and
                           the  Certificate  of  Determination,  the  Summary of
                           Rights  attached  thereto  as  Exhibits  A,  B and C,
                           respectively.
               4.1.1(11)   Letter  Agreement to amend  Preferred  Shares  Rights
                           Agreement  dated as of January 15,  1997  between the
                           Registrant and Kopp Investment Advisors, Inc.
              10.1(1)      Form of Indemnification  Agreement with directors and
                           officers.
              10.2(8)      1992 Stock Plan, as amended.
              10.3(8)      1994 Employee Stock  Purchase  Plan, as amended,  and
                           form of agreement thereunder.
              10.4(1)      1994  Director  Option  Plan  and  form of  agreement
                           thereunder.
              10.5(1)      Amended and Restated  Registration  Rights  Agreement
                           dated as of August  9,  1993 by and among  Registrant
                           and certain individuals and entities named therein.
              10.6.1(1)    Lease  between  Registrant  and Portola  Land Company
                           dated March 28, 1984, as amended.
              10.6.2(1)    Lease  between   Registrant  and  465  Mountain  View
                           Properties   Incorporated  dated  May  15,  1990,  as
                           amended.
              10.6.3(1)    Standard  Industrial   Lease-Multiple-Tenant  between
                           American  Microwave  Technology,  Inc. and Enterprise
                           Business Center-Brea dated December 19, 1990.
              10.7.1(1)    Business  Loan  Agreement   between   Registrant  and
                           Silicon  Valley Bank dated May 21, 1992,  as amended,
                           and ancillary documents thereto.
              10.7.2(1)    Amendment   to  Business   Loan   Agreement   between
                           Registrant  and  Silicon  Valley  Bank dated June 27,
                           1994.
              10.8(+1)     Supply  Agreement  between  Registrant  and  Northern
                           Telecom Canada Limited dated July 16, 1993.
              10.9(+1)     Agreement between Registrant and Matra  Communication
                           dated March 24, 1993.
              10.10.1(+1)  Agreement  among  Registrant  and  Ericsson GE Mobile
                           Communications,   Inc.,  Ericsson  Radio  Access  AB,
                           Ericsson Mobile  Communications AB and Ericsson Radio
                           Systems   AB  dated  July  21,   1993   (collectively
                           "Ericsson").
              10.10.2(+1)  Addendum to Agreement  among  Registrant and Ericsson
                           dated June 29, 1994.
              10.10.3(+1)  Addendum to Agreement  among  Registrant and Ericsson
                           dated June 29, 1994.
              10.11(+2)    Hardware  Development  Agreement  dated  July 6, 1994
                           between Northern Telecom Limited and Registrant.
              10.12(+3)    Hardware Development Agreement dated October 18, 1994
                           between Northern Telecom Limited and Registrant.

                                      -24-
<PAGE>
              10.13(+4)    Hardware Supply Agreement dated April 6, 1995 between
                           Northern Telecom Limited and Registrant
              10.14(4)     Employment  Agreement  dated  January 6, 1992 between
                           Registrant and C. Woodrow Rea, Jr.
              10.15(4)     Employment  Agreement  dated  January 6, 1992 between
                           Registrant and David S. Wisherd.
              10.16(5)     Purchase and Sale Agreement between Metropolitan Life
                           Insurance Company and Registrant.
              10.17(+6)    Development  and Supply  Agreement  between  QUALCOMM
                           Incorporated and Registrant.
              10.18(+7)    Purchasing  Agreement  between Airnet  Communications
                           Corporation and Registrant.
              10.19(8)     Employment  Agreement  between  Garrett A. Garrettson
                           and Registrant.
              10.20(8)     Employment Agreement between Stephen B. Greenspan and
                           Registrant.
              10.21(9)     Term Loan Agreement  between  Silicon Valley Bank and
                           Registrant
              10.22(10)    Lease  Agreement  dated November 19, 1996 between the
                           Registrant and SPEC (CA) QRS 12-20, Inc.
              10.23(10)    Bill  of  Sale  dated   November   19,  1996  by  the
                           Registrant to SPEC (CA) QRS 12-20, Inc.
              10.24        Employment Agreement dated March 11, 1997 between the
                           Registrant and Bruce R. Wright.
              10.25        Letter  Agreement  dated November 6, 1996 between the
                           Company and Edward Supplee.
              10.26(12)    Stock  Option   Agreement  dated  November  26,  1997
                           between Registrant and Garrett A. Garrettson.
              10.27(12)    Stock  Option   Agreement  dated  November  26,  1997
                           between Registrant and Garrett A. Garrettson.
              10.28(12)    Stock Option  Agreement  dated March 24, 1997 between
                           Registrant and Bruce Wright.
              10.29(12)    Stock Option  Agreement  dated March 20, 1997 between
                           Registrant and Michael Morrione.
              10.30        Stock  Option  Agreements  dated  April 17,  1996 and
                           August 7, 1996  between  Registrant  and  Stephen  B.
                           Greenspan.
              11.1         Computation of net income (loss) per share.
              13.1         Annual  Report  to  Shareholders  for the year  ended
                           March 31, 1997.
              23.1         Consent of KPMG Peat Marwick LLP.
              24.1         Power of Attorney (included on page 27).
              27.1         Financial Data Schedule.

---------------------------
+        Confidential  treatment  has been  requested or granted with respect to
         certain  portions of this  exhibit.  Omitted  portions  have been filed
         separately with the Securities and Exchange Commission.
1        Incorporated  by  reference to the  Registration  Statement on Form S-1
         (File  No.  33-79952)  as  declared  effective  by the  Securities  and
         Exchange Commission August 2, 1994.

                                      -25-
<PAGE>

2        Incorporated by reference to the Registrant's  Quarterly Report on Form
         10-Q for the quarter ended October 1, 1994.
3        Incorporated by reference to the Registrant's  Quarterly Report on Form
         10-Q for the quarter ended December 31, 1994.
4        Incorporated  by reference to the  Registrant's  Annual  Report on Form
         10-K for the fiscal year ended March 31, 1995.
5        Incorporated by reference to the Registrant's  Quarterly Report on Form
         10-Q for the quarter ended July 1, 1995.
6        Incorporated by reference to the Registrant's  Quarterly Report on Form
         10-Q for the quarter ended September 30, 1995.
7        Incorporated by reference to the Registrant's  Quarterly Report on Form
         10-Q for the quarter ended December 30, 1995.
8        Incorporated  by reference to the  Registrant's  Annual  Report on Form
         10-K for the fiscal year ended March 31, 1996.
9        Incorporated by reference to the Registrant's  Quarterly Report on Form
         10-Q for the quarter ended June 29, 1996
10       Incorporated by reference to the  Registrant's  Form 8-K dated November
         19, 1996.
11       Incorporated   by  reference  to  exhibits   filed  with   Registrant's
         Registration  Statement on Form 8-A (File No.  000-24360) as filed with
         the Securities and Exchange Commission on January 17, 1997.
12       Incorporated   by  reference  to  exhibits   filed  with   Registrant's
         Registration  Statement on Form S-8 (File No.  333-25435) as filed with
         the Securities and Exchange Commission on April 17, 1997.

         (b)  Reports on Form 8-K.  The Company did not file any reports on Form
8-K during the three months ended March 31, 1997.

         (c)  Exhibits.  See Item 14(a)(3) above.

         (d)  Financial Statement Schedules.   See Item 14(a)(2) above.

                                      -26-
<PAGE>
                                   SIGNATURES

         Pursuant to the  requirements  of Section 13 or 15(d) of the Securities
Exchange Act of 1934, as amended,  the Registrant has duly caused this Report to
be signed on its behalf by the undersigned, thereunto duly authorized.

                                      SPECTRIAN CORPORATION

                                      By:  /s/ Garrett A. Garrettson
                                          -------------------------------------
                                          Garrett A. Garrettson
                                          President, Chief Executive Officer and
                                          Director

Date: June 24, 1997

                                POWER OF ATTORNEY

         KNOW ALL PERSONS BY THESE  PRESENTS,  that each person whose  signature
appears  below  constitutes  and  appoints  Garrett A.  Garrettson  and Bruce R.
Wright, and each of them, his true and lawful attorneys-in-fact and agents, each
with  full  power  of  substitution  and  resubstitution,  to  sign  any and all
amendments (including  post-effective  amendments) to this Annual Report on Form
10-K and to file the same,  with all  exhibits  thereto and other  documents  in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents, and each of them, full power and authority to
do and perform each and every act and thing  requisite  and necessary to be done
in connection therewith, as fully to all intents and purposes as he or she might
or  could  do  in  person,   hereby  ratifying  and  confirming  all  that  said
attorneys-in-fact  and agents,  or their  substitute or  substitutes,  or any of
them, shall do or cause to be done by virtue hereof.



                                      -27-
<PAGE>
<TABLE>

         Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, this Report has been signed below by the following persons on behalf of
the Registrant and in the capacities and on the dates indicated:
<CAPTION>
             Signature                                      Title                                Date
             ---------                                      -----                                ----
                                                                                                       
<S>                                          <C>                                                      <C> 
/s/ GARRETT A. GARRETTSON                    President, Chief Executive Officer and                   June 24, 1997
--------------------------------------       Director (Principal Executive Officer)
     Garrett A. Garrettson

/s/ BRUCE R. WRIGHT                          Executive Vice President, Finance and                    June 24, 1997
--------------------------------------       Administration, Chief Financial Officer
      Bruce R. Wright                        and Secretary (Principal Financial and
                                             Accounting Officer)

/s/ JAMES A. COLE                            Director                                                 June 24, 1997
--------------------------------------
    James A. Cole

/s/ ROBERT C. WILSON                         Director                                                 June 24, 1997
--------------------------------------
    Robert C. Wilson

/s/ ERIC A. YOUNG                            Director                                                 June 24, 1997
--------------------------------------
   Eric A. Young

/s/ MARTIN COOPER                            Director                                                 June 24, 1997
--------------------------------------
    Martin Cooper
</TABLE>

                                      -28-
<PAGE>

                                                                     SCHEDULE II


                 VALUATION AND QUALIFYING ACCOUNTS AND RESERVES
                                 (in thousands)


                              Balance at    Additions           
Allowance for Doubtful        Beginning    Charged to                Balance at 
Accounts and Sales Returns:   of Period    Income     Deductions   End of Period
                              --------------------------------------------------
          1997                 $ 339        $  36         $  10        $ 365
          1996                 $ 454        $  14         $ 129        $ 339
          1995                 $ 377        $  82         $   5        $ 454
                                         


                                      S-1


<PAGE>

                       Independent Auditors' Report


The Board of Directors and Shareholders
Spectrian Corporation:


Under date of April 11, 1997, we reported on the consolidated  balance sheets of
Spectrian  Corporation  and  subsidiaries as of March 31, 1997 and 1996, and the
related consolidated  statements of operations,  shareholders'  equity, and cash
flows for each of the years in the  three-year  period ended March 31, 1997,  as
contained in the annual report to  shareholders.  These  consolidated  financial
statements  and our report thereon are  incorporated  by reference in the annual
report on Form 10-K for the year  1997.  In  connection  with our  audits of the
aforementioned  consolidated  financial statements,  we also audited the related
consolidated financial statement schedule as listed in the index appearing under
Item 14(a)(2) of the Form 10-K. This consolidated  financial  statement schedule
is the  responsibility  of the Company's  management.  Our  responsibility is to
express an opinion on this consolidated  financial  statement  schedule based on
our audits.

In our opinion, such consolidated financial statement schedule,  when considered
in relation to the basic  consolidated  financial  statements  taken as a whole,
presents fairly, in all material respects, the information set forth therein.





San Jose, California
April 11, 1997

                                      S-2

<PAGE>
                                INDEX TO EXHIBITS

                                                                   Sequentially
Exhibits                                                           Numbered Page
--------                                                           -------------

 3.1(4)      Restated Articles of Incorporation of Registrant.
 3.4(1)      Bylaws of Registrant.
 4.1(11)     Amended  and   Restated   Preferred   Shares   Rights
             Agreement of January 15, 1997, between the Registrant
             and  ChaseMellon  Shareholder  Services,  L.L.C.,  as
             amended, including the form of Rights Certificate and
             the  Certificate  of  Determination,  the  Summary of
             Rights  attached  thereto  as  Exhibits  A,  B and C,
             respectively.
 4.1.1(11)   Letter  Agreement to amend  Preferred  Shares  Rights
             Agreement  dated as of January 15,  1997  between the
             Registrant and Kopp Investment Advisors, Inc.
10.1(1)      Form of Indemnification  Agreement with directors and
             officers.
10.2(8)      1992 Stock Plan, as amended.
10.3(8)      1994 Employee Stock  Purchase  Plan, as amended,  and
             form of agreement thereunder.
10.4(1)      1994  Director  Option  Plan  and  form of  agreement
             thereunder.
10.5(1)      Amended and Restated  Registration  Rights  Agreement
             dated as of August  9,  1993 by and among  Registrant
             and certain individuals and entities named therein.
10.6.1(1)    Lease  between  Registrant  and Portola  Land Company
             dated March 28, 1984, as amended.
10.6.2(1)    Lease  between   Registrant  and  465  Mountain  View
             Properties   Incorporated  dated  May  15,  1990,  as
             amended.
10.6.3(1)    Standard  Industrial   Lease-Multiple-Tenant  between
             American  Microwave  Technology,  Inc. and Enterprise
             Business Center-Brea dated December 19, 1990.
10.7.1(1)    Business  Loan  Agreement   between   Registrant  and
             Silicon  Valley Bank dated May 21, 1992,  as amended,
             and ancillary documents thereto.
10.7.2(1)    Amendment   to  Business   Loan   Agreement   between
             Registrant  and  Silicon  Valley  Bank dated June 27,
             1994.
10.8(+1)     Supply  Agreement  between  Registrant  and  Northern
             Telecom Canada Limited dated July 16, 1993.
10.9(+1)     Agreement between Registrant and Matra  Communication
             dated March 24, 1993.
10.10.1(+1)  Agreement  among  Registrant  and  Ericsson GE Mobile
             Communications,   Inc.,  Ericsson  Radio  Access  AB,
             Ericsson Mobile  Communications AB and Ericsson Radio
             Systems   AB  dated  July  21,   1993   (collectively
             "Ericsson").
10.10.2(+1)  Addendum to Agreement  among  Registrant and Ericsson
             dated June 29, 1994.
<PAGE>
                                                                   Sequentially
Exhibits                                                           Numbered Page
--------                                                           -------------

10.10.3(+1)  Addendum to Agreement  among  Registrant and Ericsson
             dated June 29, 1994.
10.11(+2)    Hardware  Development  Agreement  dated  July 6, 1994
             between Northern Telecom Limited and Registrant.
10.12(+3)    Hardware Development Agreement dated October 18, 1994
             between Northern Telecom Limited and Registrant.
10.13(+4)    Hardware Supply Agreement dated April 6, 1995 between
             Northern Telecom Limited and Registrant
10.14(4)     Employment  Agreement  dated  January 6, 1992 between
             Registrant and C. Woodrow Rea, Jr.
10.15(4)     Employment  Agreement  dated  January 6, 1992 between
             Registrant and David S. Wisherd.
10.16(5)     Purchase and Sale Agreement between Metropolitan Life
             Insurance Company and Registrant.
10.17(+6)    Development  and Supply  Agreement  between  QUALCOMM
             Incorporated and Registrant.
10.18(+7)    Purchasing  Agreement  between Airnet  Communications
             Corporation and Registrant.
10.19(8)     Employment  Agreement  between  Garrett A. Garrettson
             and Registrant.
10.20(8)     Employment Agreement between Stephen B. Greenspan and
             Registrant.
10.21(9)     Term Loan Agreement  between  Silicon Valley Bank and
             Registrant
10.22(10)    Lease  Agreement  dated November 19, 1996 between the
             Registrant and SPEC (CA) QRS 12-20, Inc.
10.23(10)    Bill  of  Sale  dated   November   19,  1996  by  the
             Registrant to SPEC (CA) QRS 12-20, Inc.
10.24        Employment Agreement dated March 11, 1997 between the
             Registrant and Bruce R. Wright.
10.25        Letter  Agreement  dated November 6, 1996 between the
             Company and Edward Supplee.
10.26(12)    Stock  Option   Agreement  dated  November  26,  1997
             between Registrant and Garrett A. Garrettson.
10.27(12)    Stock  Option   Agreement  dated  November  26,  1997
             between Registrant and Garrett A. Garrettson.
10.28(12)    Stock Option  Agreement  dated March 24, 1997 between
             Registrant and Bruce Wright.
10.29(12)    Stock Option  Agreement  dated March 20, 1997 between
             Registrant and Michael Morrione.

                                      -2-
<PAGE>
                                                                   Sequentially
Exhibits                                                           Numbered Page
--------                                                           -------------

10.30        Stock  Option  Agreements  dated  April 17, 1996 and August 7, 1996
             between Registrant and Stephen B. Greenspan.
11.1         Computation of net income (loss) per share.
13.1         Annual  Report  to  Shareholders  for the year  ended
             March 31, 1997.
23.1         Consent of KPMG Peat Marwick LLP.
24.1         Power of Attorney (included on page 27).
27.1         Financial Data Schedule

---------------------------
+        Confidential  treatment  has been  requested or granted with respect to
         certain  portions of this  exhibit.  Omitted  portions  have been filed
         separately with the Securities and Exchange Commission.
1        Incorporated  by  reference to the  Registration  Statement on Form S-1
         (File  No.  33-79952)  as  declared  effective  by the  Securities  and
         Exchange Commission August 2, 1994.
2        Incorporated by reference to the Registrant's  Quarterly Report on Form
         10-Q for the quarter ended October 1, 1994.
3        Incorporated by reference to the Registrant's  Quarterly Report on Form
         10-Q for the quarter ended December 31, 1994.
4        Incorporated  by reference to the  Registrant's  Annual  Report on Form
         10-K for the fiscal year ended March 31, 1995.
5        Incorporated by reference to the Registrant's  Quarterly Report on Form
         10-Q for the quarter ended July 1, 1995.
6        Incorporated by reference to the Registrant's  Quarterly Report on Form
         10-Q for the quarter ended September 30, 1995.
7        Incorporated by reference to the Registrant's  Quarterly Report on Form
         10-Q for the quarter ended December 30, 1995.
8        Incorporated  by reference to the  Registrant's  Annual  Report on Form
         10-K for the fiscal year ended March 31, 1996.
9        Incorporated by reference to the Registrant's  Quarterly Report on Form
         10-Q for the quarter ended June 29, 1996
10       Incorporated by reference to the  Registrant's  Form 8-K dated November
         19, 1996.
11       Incorporated   by  reference  to  exhibits   filed  with   Registrant's
         Registration  Statement on Form 8-A (File No.  000-24360) as filed with
         the Securities and Exchange Commission on January 17, 1997.
12       Incorporated   by  reference  to  exhibits   filed  with   Registrant's
         Registration  Statement on Form S-8 (File No.  333-25435) as filed with
         the Securities and Exchange Commission on April 17, 1997.