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

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

                                ----------------
                                    FORM 10-Q
                                ----------------

(Mark One)

[X] Quarterly report pursuant to Section 13 or 15(d) of the Securities  Exchange
    Act of 1934 for the period ended December 27, 1998

                                       OR

[ ] Transition report pursuant to Section 13 or 15(d) of the Securities Exchange
    Act of 1934

Commission file number: 0-24360



                              SPECTRIAN CORPORATION
             (Exact name of registrant as specified in its charter)

DELAWARE                                                  77-0023003
(State or other jurisdiction of                           (I.R.S. Employer
incorporation or organization)                            Identification Number)



                               350 West Java Drive
                           Sunnyvale, California 94089
                    (Address of principal executive offices)

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




         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     
                                ---              ---

As of December 27, 1998 there were 10,343,433 shares of the Registrant's  Common
Stock outstanding.
================================================================================


<PAGE>


                              SPECTRIAN CORPORATION

                                    Form 10-Q

                                      INDEX
                                                                            Page
                                                                             No.

Cover Page                                                                    1

Index                                                                         2

PART I - Financial Information

         ITEM 1 - Condensed consolidated financial statements

            Condensed consolidated balance sheets -
               December 27, 1998 and March 31, 1998                           3

            Condensed consolidated statements of operations -
               three months and nine months ended December 27, 1998           4
               and December 28, 1997

            Condensed consolidated statements of cash flows -
               nine months ended December 27, 1998 and December 28, 1997      5

            Notes to condensed consolidated financial statements              6

         ITEM 2 - Management's Discussion and Analysis of Financial
                  Condition and Results of Operations                         9

         ITEM 3 - Quantitative and Qualitative Disclosures about 
                  Market Risk

PART II - Other Information

           ITEM 1 - Legal Proceedings                                        20

           ITEM 6 - Exhibits and Reports on Form 8-K                         21

                 Signatures                                                  22



                                        2

<PAGE>


<TABLE>
                                    SPECTRIAN CORPORATION AND SUBSIDIARY
                                    CONDENSED CONSOLIDATED BALANCE SHEETS
                                      (In thousands, except share data)
                                                 (unaudited)
<CAPTION>
                                                                              December 27,        March 31,
                                                                                  1998              1998
                                                                             -------------    -------------
<S>                                                                              <C>              <C>
Assets

Current assets:
   Cash and cash equivalents                                                     $  21,364        $  31,460
   Short-term investments                                                           49,593           68,128
   Accounts receivable, less allowance for doubtful
      accounts of $385 and $376, respectively                                       19,008           21,123
   Inventories                                                                      16,503           15,362
   Prepaid expenses and other current assets                                         4,793            6,202
                                                                             -------------    -------------
        Total current assets                                                       111,261          142,275

Property and equipment, net                                                         31,529           32,776
                                                                             -------------    -------------

                                                                                 $ 142,790        $ 175,051
                                                                             =============    =============

Liabilities and Stockholders' Equity

Current liabilities:
   Current portion of debt obligations                                           $   1,553        $   1,360
   Accounts payable                                                                  8,241           10,456
   Accrued liabilities                                                               9,309           12,981
                                                                             -------------    -------------
        Total current liabilities                                                   19,103           24,797

Debt obligations, net of current portion                                             5,020            5,912
                                                                             -------------    -------------
        Total liabilities                                                           24,123           30,709
                                                                             -------------    -------------

Stockholders' equity:
 Common stock,  $0.001 par value,  20,000,000 shares authorized;
      11,019,333 and 10,904,077 shares issued, respectively;
      10,343,433 and 10,904,077 shares outstanding, respectively.                       10               10
   Additional paid-in capital                                                      148,844          146,827
   Treasury stock, 675,900 shares of common stock                                   (9,709)              --
   Deferred compensation expense                                                        --             (609)
   Accumulated other comprehensive income                                              261              121
   Accumulated deficit                                                             (20,739)          (2,007)
                                                                             -------------    -------------

     Total stockholders' equity                                                    118,667          144,342
                                                                             -------------    -------------

                                                                                 $ 142,790        $ 175,051
                                                                             =============    =============

<FN>
See accompanying notes to condensed consolidated financial statements. 
</FN>
</TABLE>

                                                     3

<PAGE>

<TABLE>
                                        SPECTRIAN CORPORATION AND SUBSIDIARY
                                  CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                                       (In thousands, except per share data)
                                                    (unaudited)
<CAPTION>

                                                       Three months ended                   Nine months ended
                                                  ----------------------------       ----------------------------
                                                  December 27,   December 28,        December 27,   December 28,
                                                     1998            1997                1998          1997
                                                     ----            ----                ----          ----
<S>                                               <C>            <C>                 <C>             <C>
Revenues                                          $  20,723      $  47,158           $  78,376       $ 141,165
                                                  -------------  -------------       -------------  ---------------

Costs and expenses:
  Cost of sales                                      21,374         33,702              69,731         100,233
  Research and development                            7,242          5,074              19,745          13,455
  Selling, general and administrative                 3,263          3,429              10,890           9,936
                                                  -------------  -------------       -------------  ---------------
                                                     31,879         42,205             100,366         123,624
                                                  -------------  -------------       -------------  ---------------
     Operating income (loss)                        (11,156)         4,953             (21,990)         17,541


Interest income, net                                    862          1,429               3,258           2,006
Other income, net                                        --             --                  --           1,530
                                                  -------------  -------------       -------------  ---------------

Income (loss) before income taxes                   (10,294)         6,382             (18,732)         21,077

Income taxes                                             --             --                  --           1,988
                                                  -------------  -------------       -------------  ---------------

Net income (loss)                                 $ (10,294)     $   6,382           $ (18,732)     $   19,089
                                                  =============  =============       =============  ===============
Net income (loss) per share
 
     Basic                                        $   (0.98)     $    0.59           $   (1.75)     $     2.00
     Diluted                                      $   (0.98)     $    0.56           $   (1.75)     $     1.83


Shares used in computing per share amounts:

     Basic                                           10,466         10,744              10,702           9,531
     Diluted                                         10,466         11,491              10,702          10,423

<FN>
See accompanying notes to condensed consolidated financial statements.
</FN>
</TABLE>


                                                         4



<PAGE>

<TABLE>
                                SPECTRIAN CORPORATION AND SUBSIDIARY
                           CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                           (In thousands)
                                             (unaudited)
<CAPTION>

                                                                            Nine months ended
                                                                  ---------------------------------
                                                                     December 27,      December 28,
                                                                         1998              1997
                                                                         ----              -----
<S>                                                                    <C>                <C>
Cash flows from operating activities:
  Net income (loss)                                                    $ (18,732)         $  19,089
  Adjustments to reconcile net income (loss) to net
    cash provided by (used for) operating activities:
     Gain on sale of subsidiary                                               --             (1,530)
     Depreciation and amortization                                        10,020              6,913
     Loss on disposal of equipment                                           739                 --
     Stock compensation expense                                            1,647                 --
     Tax benefit associated with stock options                                --              1,378
     Changes in operating assets and liabilities:
       Accounts receivable                                                 2,115            (19,281)
       Inventories                                                        (1,141)            (4,405)
       Prepaid expenses and other assets                                   1,409                760
       Accounts payable                                                   (2,215)             5,796
       Accrued liabilities                                                (3,672)             3,704
                                                                  --------------     --------------
         Net cash provided by (used for) operating activities             (9,830)            12,424
                                                                  --------------     --------------

Cash flows from investing activities:
  Purchase of short-term investments                                     (57,630)          (102,843)
  Proceeds from sale of short-term investments                            76,306              5,048
  Purchase of property and equipment                                      (9,535)           (11,639)
  Proceeds from sale of subsidiary                                            --              4,016
                                                                  --------------     --------------
         Net cash provided by (used for) investing activities              9,141           (105,418)
                                                                  --------------     --------------
Cash flows from financing activities:
  Repayment of debt and capital lease obligations                           (698)            (1,264)
  Repurchase of common stock                                              (9,709)                --
  Proceeds from issuances of common stock, net                             1,000             90,735
                                                                  --------------     --------------
         Net cash provided by (used for) financing activities             (9,407)            89,471
                                                                  --------------     --------------
         Net decrease in cash and cash equivalents                       (10,096)            (3,523)
         Cash and cash equivalents, beginning of period                   31,460              6,240
                                                                  ==============     ==============
         Cash and cash equivalents, end of period                      $  21,364          $   2,717
                                                                  ==============     ==============
<FN>
See accompanying notes to condensed consolidated financial statements.
</FN>
</TABLE>

                                                 5

<PAGE>





                      SPECTRIAN CORPORATION AND SUBSIDIARY
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


NOTE 1: Basis of Presentation

         The accompanying  financial statements have been prepared in conformity
with generally accepted accounting principles.  However,  certain information or
footnote  disclosures  normally  included in  financial  statements  prepared in
accordance with generally accepted accounting  principles have been condensed or
omitted  pursuant to the rules and  regulations  of the  Securities and Exchange
Commission.  In the  opinion  of the  management,  the  statements  include  all
adjustments  (which are of a normal and recurring nature) necessary for the fair
presentation  of the financial  information  set forth therein.  These financial
statements should be read in conjunction with the Company's audited consolidated
financial statements set forth on pages F-1 through F-15 of the Company's Annual
Report on Form 10-K for fiscal year ended March 31,  1998.  The interim  results
presented  herein are not  necessarily  indicative  of the results of operations
that may be expected  for the full fiscal year  ending  March 31,  1999,  or any
other future period.

NOTE 2: Balance Sheet Components

Balance sheet components are as follows:

                                                December 27,       March 31,
                                                    1998             1998
                                               ---------------- ----------------
                                                        (In thousands)
Inventories:
   Raw materials                                        $ 7,709          $ 7,395
   Work in progress                                       6,764            5,538
   Finished goods                                         2,030            2,429
                                               ---------------- ----------------
                                                        $16,503          $15,362
                                               ================ ================
Property and equipment                                             
   Machinery and equipment                              $57,942          $51,091
   Land, building and improvements                        2,750            2,829
   Furniture and fixtures                                 1,420            1,382
   Leasehold improvements                                 1,873            1,633
                                               ---------------- ----------------
                                                         63,985           56,935
                                                                   
   Less accumulated depreciation and                               
      amortization                                       32,456           24,159
                                               ---------------- ----------------
                                                        $31,529          $32,776
                                               ================ ================
                                                                   
                                                                   
Accrued liabilities:                                               
   Employee compensation and benefits                   $ 2,737          $ 2,958
   Warranty                                               4,681            7,326
   Other accrued liabilities                              1,891            2,697
                                               ---------------- ----------------
                                                        $ 9,309          $12,981
                                               ================ ================
                                                                   
                                       6                            
                                                                 
<PAGE>


NOTE 3: Recent Accounting Pronouncements

         In June 1998, the Financial Accounting Standards Board issued Statement
of Financial  Accounting  Standards ("SFAS") No. 133,  Accounting for Derivative
Instruments  and Hedging  Activities.  SFAS No. 133  establishes  accounting and
reporting standards for derivative  instruments and for hedging  activities.  It
requires  that  an  entity   recognize  all  derivatives  as  either  assets  or
liabilities in the statement of financial position and measure those instruments
at fair value.  The  accounting  for  changes in the fair value of a  derivative
depends on the intended use of the  derivative  and the  resulting  designation.
Under SFAS No. 133, an entity that elects to apply hedge  accounting is required
to establish at the  inception of the hedge the method it will use for assessing
the  effectiveness  of the hedging  derivative and the measurement  approach for
determining  the  ineffective  aspect  of  the  hedge.  Those  methods  must  be
consistent with the entity's  approach to managing risk. The Company has not yet
determined  the impact of SFAS No. 133 on its financial  condition or results of
operations.


NOTE 4: Short Term Investments

         The Company has classified its  investments in certain debt  securities
as  "available-for-sale."  Such  investments  are recorded at fair market value,
with unrealized gains and losses reported as a component of other  comprehensive
income.  Interest income is recorded using an effective  interest rate, with the
associated premium or discount amortized to interest income.

         As of December 27, and March 31, 1998, cash  equivalents and short-term
investments classified as available-for-sale securities were as follows:

                                                December 27,      March 31,
                                                    1998            1998
                                               ---------------- --------------
                                                       (In thousands)

   Commercial paper                                 $   55,389       $ 63,341
   U.S. government securities                           12,124         28,158
                                               ---------------- --------------
                                                    $   67,513       $ 91,499
                                               ================ ==============

         As of December 27, and March 31, 1998 the estimated  fair value of each
investment  approximated  the  amortized  cost  and,  therefore,  there  were no
significant  unrealized gains or losses.  At December 27, and March 31, 1998 all
securities held were due in less than one year and were classified as follows:

                                                December 27,      March 31,
                                                    1998            1998
                                               ---------------- --------------
                                                       (In thousands)

   Cash equivalents                                 $   17,921       $ 23,371
   Short-term investments                               47,592         68,128
                                               ---------------- --------------
                                                    $   67,513       $ 91,499
                                               ================ ==============


NOTE 5: Earnings Per Share Computation

         Basic  earnings  per  share  ("EPS")  excludes   potentially   dilutive
securities  and  is  computed  by  dividing  net  income   available  to  common
stockholders by the weighted-average number of common shares outstanding for the
period.  Diluted EPS includes potentially dilutive securities and is computed by
dividing net income  available to common  stockholders  by the weighted  average
number of common and dilutive common  equivalent shares  outstanding  during the
period.  For the three  months and nine months ended  December 27, 1998,  common
equivalent  shares were not included for the  calculation of diluted EPS as they
were  considered  antidilutive  due to the net loss the Company  experienced  in
those periods.


                                       7

<PAGE>

<TABLE>
A reconciliation of basic and diluted earnings per share calculations follows:

(In thousands except per share data)
<CAPTION>
                                                Three months ended                       Three months ended
                                                 December 27, 1998                        December 28, 1997
                                         ----------------------------------       ----------------------------------
                                            Net                 Per Share            Net                 Per Share
                                            Loss      Shares      Amount           Income      Shares     Amount
                                         ----------- ---------- -----------      ------------ --------- ------------
<S>                                      <C>            <C>        <C>            <C>           <C>         <C>   
Basic                                    $(10,294)      10,466     $(0.98)        $   6,382     10,744      $ 0.59
Effect of dilutive securities                  --           --         --                --        747          --
                                         ----------- ---------- -----------      ------------ --------- ------------
Diluted                                  $(10,294)      10,466     $(0.98)        $   6,382     11,491      $ 0.56
                                         =========== ========== ===========       =========== ========= ============


                                                 Nine months ended                        Nine months ended
                                                 December 27, 1998                        December 28, 1997
                                         ----------------------------------       ----------------------------------
                                            Net                 Per Share            Net                 Per Share
                                            Loss      Shares      Amount           Income      Shares     Amount
                                         ----------- ---------- -----------      ------------ --------- ------------
Basic                                    $(18,732)      10,702     $(1.75)        $  19,089      9,531      $ 2.00
Effect of dilutive securities                  --           --         --                --        892          --
                                         ----------- ---------- -----------      ------------ --------- ------------
Diluted                                  $(18,732)      10,702     $(1.75)        $  19,089     10,423      $ 1.83
                                         =========== ========== ===========       =========== ========= ============

</TABLE>

NOTE 6: Legal Proceedings

         Since December 23, 1997, a number of complaints have been filed against
the Company and certain of its  officers in the Federal  Court for the  Northern
District of California that allege  violations of the federal  securities  laws.
Similar  complaints  have been  filed in  California  state  court  that  allege
violations of California  state  securities laws and California  common law. The
complaints have been consolidated in the federal and state courts, respectively.
The  plaintiffs  in both the federal and state  lawsuits  purport to represent a
class of persons who  purchased the  Company's  securities  during the period of
July 17, 1997 through  October 23, 1997. The complaints  allege that the Company
and certain of its officers misled the investing  public regarding the financial
prospects  of the  Company.  The  Company  believes  that  the  allegations  are
completely without merit and will vigorously defend itself.

                                       8

<PAGE>


                      SPECTRIAN CORPORATION AND SUBSIDIARY

                     Management's Discussion and Analysis of
                  Financial Condition and Results of Operations


         Certain  statements  in this  "Management  Discussion  and  Analysis of
Financial  Condition and Results of Operations" are forward looking  statements.
These forward looking statements include, but are not limited to: the statements
in the first  paragraph of "Overview"  regarding  outsourcing  and in the second
paragraph of  "Overview"  regarding  customer  orders and the impact of currency
fluctuations  on future  revenues;  the statements  under  "Revenues"  regarding
future revenue growth; the statements in the last paragraph under "Liquidity and
Capital Resources"  regarding the anticipated  spending for capital additions in
fiscal 1999 and beyond, and the sufficiency of the Company's available resources
to meet working capital and capital expenditure requirements; and the statements
in "Factors Affecting Future Operating  Results." The forward looking statements
contained herein are based on current  expectations and entail various risks and
uncertainties  that could cause actual results to differ  materially  from those
expressed  in  such  forward  looking  statements,  including  those  risks  and
uncertainties  set  forth  below  under  "Factors   Affecting  Future  Operating
Results."

Overview

         The Company  designs,  manufactures  and markets  highly  linear single
carrier and multicarrier  radio frequency ("RF") power amplifiers that support a
broad range of worldwide  analog and digital wireless  transmissions  standards,
including  AMPS,  TDMA,  CDMA and GSM. The  Company,  founded in 1984 to perform
design and engineering  services,  first entered the commercial amplifier market
in 1988 and shipped its first cellular  power  amplifiers in 1990. The Company's
revenues are now derived  primarily  from sales to a limited  number of original
equipment  manufacturers  ("OEMs")  in  the  wireless  infrastructure  equipment
market, in particular  Northern Telecom Limited ("Northern  Telecom").  Prior to
the third  quarter of fiscal  1998,  the Company  pursued a strategy of vertical
integration  in both its design and  manufacturing  processes.  During the third
quarter of fiscal 1998 the Company began  outsourcing  some of its higher volume
printed  circuit  board  sub-assemblies  on a turnkey  basis.  During the second
quarter of fiscal  1999,  the Company  made a decision to  outsource  its higher
volume  single  channel  power  amplifiers  on a turnkey  basis from an offshore
manufacturer  and  shipped  its first  outsourced  amplifier  units in the third
quarter  of  fiscal  1999.   The  Company   anticipates   that  this  change  in
manufacturing  strategy will eventually have a favorable  effect on its variable
versus fixed manufacturing cost ratio.  However,  there can be no guarantee that
the shift to offshore turnkey  manufacturing will have a favorable effect on the
Company's gross margins. Even if the Company successfully outsources some of its
manufacturing  operations,  the Company will  continue to operate its own 4-inch
wafer fabrication  facility and will incur a high level of fixed costs connected
to that  facility.  As a result,  the  Company  will  continue  to  depend  upon
substantial  manufacturing  volume to  generate  sufficient  revenue  to achieve
profitability. In the first three quarters of fiscal 1999 and the fourth quarter
of fiscal 1998,  product orders fell sharply resulting in substantial  losses in
those  quarters.  There can be no assurance that the Company will not experience
such  fluctuations  in the future.  For example,  the  significant  reduction in
product  revenue the Company  experienced  in the first three quarters of fiscal
1999 and the fourth  quarter of fiscal 1998 reflects the impact of  fluctuations
in demand due to the softening  demand in the TDMA and GSM markets and delays in
build-out of the Korean PCS systems due to the unstable Asian financial  markets
and general  economic  conditions in Korea and other  countries.  Based on these
factors,  the Company  anticipates  lower product  revenues over the next two to
three  quarters as compared to the average  revenues  realized  during the first
three  quarters of fiscal 1998 and the Company  anticipates  that  revenues  for
fiscal  1999 and  possibly  fiscal 2000 will be lower than  revenues  for fiscal
1998.

         During the nine months  ended  December  27,  1998,  Northern  Telecom,
Nortel Matra Communications  ("Nortel Matra"), an affiliate of Northern Telecom,
QUALCOMM  Incorporated  ("QUALCOMM"),  and  LG  Information  and  Communications
Limited ("LGIC")  accounted for approximately 64%, 13%, 10% and 10% of revenues,
respectively.  During  fiscal  1998,  Northern  Telecom,  Nortel  Matra and LGIC
accounted  for  approximately  57%, 22% and 14% of revenues,  respectively.  The
Company's  business,  financial  condition and results of  operations

                                       9

<PAGE>

have  been  materially  adversely  affected  in the past by  anticipated  orders
failing to materialize and by deferrals or  cancellations  of orders as a result
of changes in OEM requirements.  If the Company were to lose Northern Telecom or
any other  major OEM  customer,  or if orders by  Northern  Telecom or any other
major OEM customer were to otherwise materially decrease either in unit quantity
or in  price,  the  Company's  business,  financial  condition  and  results  of
operations  would be  materially  adversely  affected.  In addition,  the recent
financial  market  turmoil  and  economic  downturn in Korea may have a material
adverse  effect on the Company's  sales of its products to LGIC, an OEM based in
Korea. In addition,  because the Company's  products are priced in U.S. dollars,
the currency  instability in the Korean and other financial markets may have the
effect of making the  Company's  products  more  expensive to LGIC than those of
other manufacturers whose products are priced in one of the affected currencies,
and, therefore,  LGIC or other OEMs may reduce future purchases of the Company's
products.

         The  Company's  vertical  integration  strategy  in  its  semiconductor
operations  entails  a number  of  risks,  including  a high  level of fixed and
variable  costs,  the  management of complex  processes,  dependence on a single
source of supply  and a strict  regulatory  environment.  During  periods of low
demand, high fixed wafer fabrication costs are likely to have a material adverse
effect on the  Company's  operations.  In addition,  the  Company's  strategy of
frequently  introducing and rapidly expanding the manufacture of new products to
meet evolving OEM customer and wireless  service  provider  needs has caused the
Company to experience  high materials and  manufacturing  costs,  including high
scrap   and   material   waste,   significant   material   obsolescence,   labor
inefficiencies,  inefficient  material  procurement  and an inability to realize
economies of scale.

         The  market  for  the  Company's  products  is  becoming   increasingly
competitive.  The Company  sells some of its power  amplifier  products in South
Korea,  as well as directly to cellular  service  providers in other  countries,
where its competitors  are already  established as suppliers.  In addition,  the
Company competes with at least one other independent amplifier  manufacturer for
some of the product business  received from Northern  Telecom.  This competition
has resulted in, and will continue to result in, reduced  average selling prices
for the Company's  products,  which  accordingly  will  negatively  impact gross
margins.


Results of Operations
<TABLE>
         The  following  table  sets  forth for the  periods  indicated  certain
statement of operations  data of the Company  expressed as a percentage of total
revenues and gross margin on sales.
<CAPTION>
                                               Three months ended                Nine months ended
                                            December 27,   December 28,      December 27,   December 28,
                                                1998           1997              1998           1997
                                                ----           ----              ----           ----

    Revenues                                    100.0%         100.0%            100.0%         100.0%
                                            -----------------------------    -----------------------------
<S>                                             <C>             <C>              <C>             <C>
    Costs and expenses:
      Cost of sales                             103.1           71.5              89.0           71.0
      Research and development                   34.9           10.8              25.2            9.5
      Selling, general and administrative        15.8            7.2              13.9            7.0
                                            -----------------------------    -----------------------------
        Total costs and expenses                153.8           89.5             128.1           87.5
                                            -----------------------------    -----------------------------
        Operating income (loss)                 (53.8)          10.5             (28.1)          12.5
                                            -----------------------------    -----------------------------
    Interest income, net                          4.1            3.0               4.2            1.4
    Other income                                   --             --                --            1.0
                                            -----------------------------    -----------------------------
      Income (loss) before income taxes         (49.7)          13.5             (23.9)          14.9
    Income taxes                                   --             --                --            1.4
                                            -----------------------------    -----------------------------
        Net income (loss)                       (49.7)%         13.5%            (23.9)%         13.5%
                                            =============================    =============================
    Gross margin on sales                        (3.1)%         28.5%             11.0 %         29.0%
</TABLE>
         Revenues.  The Company's revenues decreased by 56% to $20.7 million for
the three months ended December 27, 1998 from $47.2 million for the three months
ended  December  28,  1997.  The  Company's  revenues  decreased by

                                       10

<PAGE>

44% to $78.4  million for the nine months  ended  December  27, 1998 from $141.2
million for the nine months ended  December  28, 1997.  The decrease in revenues
for both the three months and nine months ended  December 27, 1998 when compared
with the same periods of a year ago reflects  decreased demand for GSM, TDMA and
Korean CDMA PCS products.

         Cost of Sales.  Cost of sales consists  primarily of raw materials,  RF
semiconductor  fabrication  costs,  amplifier assembly and test costs (including
turnkey assembly  services),  overhead and warranty costs. The Company's cost of
sales  decreased by 37% to $21.4 million for the three months ended December 27,
1998 from $33.7  million for the three  months  ended  December  28,  1997.  The
Company's  cost of sales  decreased by 30% to $69.7  million for the nine months
ended  December 27, 1998 from $100.2  million for the nine months ended December
28, 1997.

         A gross  margin loss on sales of 3.1% was incurred for the three months
ended  December 27, 1998 as compared to a gross  margin  profit of 28.5% for the
three months ended December 28, 1997. Gross margin profit on sales was 11.0% for
the nine months ended December 27, 1998 as compared to 29.0% for the nine months
ended  December 28,  1997.  The decline in gross margin for the three months and
nine months ended December 27, 1998 primarily reflect insufficient absorption of
fixed costs at the lower  shipment  volume  levels and  declining  average sales
prices.

         Research and  Development.  Research and development  ("R&D")  expenses
include the cost of designing,  developing or reducing the manufacturing cost of
amplifiers and RF semiconductors. The Company's R&D expenses increased by 43% to
$7.2 million in the three  months  ended  December 27, 1998 from $5.1 million in
the three months ended December 28, 1997.  The Company's R&D expenses  increased
by 46% to $19.7  million in the nine months  ended  December 27, 1998 from $13.5
million in the nine months ended December 28, 1997. The increase in R&D spending
in the three months ended  December 27, 1998 reflects  higher R&D headcount with
its  associated  expenses,  material  expenditures  for the  prototype  phase of
several new products and increased  investment in semiconductor  R&D activities.
R&D expenses as a percentage of revenues  increased to 34.9% in the three months
ended December 27, 1998 from 10.8% for the three months ended December 28, 1997,
reflecting  substantially  lower  revenue  levels  and  higher  absolute  dollar
spending  in the three  months  ended  December  27,  1998.  R&D  expenses  as a
percentage of revenues  increased to 25.2% in the nine months ended December 27,
1998 from 9.5% for the nine months  ended  December 28,  1997,  also  reflecting
substantially  lower revenue levels and higher  absolute  dollar spending in the
nine months ended December 27, 1998.

         Selling,    General   and   Administrative.    Selling,   general   and
administrative  ("SG&A")  expenses include  compensation and benefits for sales,
marketing,  senior management and administrative personnel,  commissions paid to
independent sales representatives,  professional fees, information systems costs
and other  expenses.  The  Company's  SG&A  expenses  decreased  by 4.8% to $3.3
million for the three months  ended  December 27, 1998 from $3.4 million for the
three months ended December 28, 1997. The decline in SG&A spending for the three
months  ended  December  27,  1998 was the result of lower  outside  commissions
earned on lower  product  revenues  and was  partially  offset by  increases  in
depreciation  expense and  support  costs  related to  upgrading  the  Company's
internal  information  systems.  The Company's SG&A expenses  increased to $10.9
million for the nine months  ended  December  27, 1998 from $9.9 million for the
nine months ended  December 28, 1997.  SG&A expenses as a percentage of revenues
increased to 15.7% for the three  months  ended  December 27, 1998 from 7.2% for
the three  months ended  December  28, 1997 and  increased to 13.9% for the nine
months ended  December 27, 1998 from 7.0% for the nine months ended December 28,
1997.  The increase of SG&A  expenses as a percentage of sales was primarily due
to  substantially  lower  revenue  levels when compared to the same periods of a
year ago.

         Interest Income,  net. Interest income,  net for the three months ended
December 27, 1998 was $862,000  compared to net interest  income of $1.4 million
for the three  months  ended  December  28,  1997.  The decrease in net interest
income for the three  months  ended  December 27, 1998 from the same period of a
year ago was the result of lower  interest  earned  due to lower cash  balances.
Interest income increased to $3.3 million for the nine months ended December 27,
1998 from $2.0 million for the nine months ended December 28, 1997. The increase
in net  interest  income  for the  nine  months  ended  December  27,  1998  was
attributable to interest income earned on substantially higher cash balances and
short-term  investments  as the result of the  investment of the proceeds of the
Company's August 1997 public offering.

                                       11

<PAGE>

         Other  Income,  net.  Other  income of $1.5 million for the nine months
ended December 28, 1997  represented the net gain realized from the cash sale of
the  Company's  wholly  owned  subsidiary,  AMT,  to the  management  group  and
employees  of AMT in April 1997.  No other  expense or other income was recorded
during the nine months ended December 27, 1998.

         Income Taxes. Due to the losses incurred in the first three quarters of
fiscal  1999,  the  Company  did not record an income tax  expense  for the nine
months ended December 27, 1998.


Factors Affecting Future Operating Results

         Customer Concentration. The wireless infrastructure equipment market is
dominated by a small number of large original equipment  manufacturers ("OEMs"),
including  Alcatel  Network  Systems,   Inc.,  LM  Ericsson   Telephone  Company
("Ericsson"),   Hyundai   Electronics   Industries  Co.,  Ltd.,   LGIC,   Lucent
Technologies,  Inc. ("Lucent"),  Motorola Corporation ("Motorola"), NEC America,
Inc. ("NEC"),  Northern  Telecom,  Nortel Matra,  Nokia OY ("Nokia"),  QUALCOMM,
Samsung  Electronics  Co.,  Ltd.,  and  Siemens AG  ("Siemens").  The  Company's
revenues  are derived  primarily  from sales to a limited  number of these OEMs.
During the three months ended December 27, 1998, Northern Telecom,  Nortel Matra
and LGIC accounted for approximately 60%, 17% and 10% of the Company's revenues,
respectively.  During the nine months ended December 27, 1998, Northern Telecom,
Nortel Matra, QUALCOMM and LGIC accounted for 64%, 13%, 10% and 10% of revenues,
respectively.   Furthermore,  a  substantial  portion  of  revenues  from  these
customers in the three and nine months ended  December  27, 1998  resulted  from
sales of a limited  number of the  Company's  products.  The  Company's top five
customers  accounted for 97% of its sales for the nine months ended December 27,
1998.  The  Company,  Northern  Telecom  and  Nortel  Matra  have an  agreement,
renegotiated  annually,  pursuant to which Northern  Telecom and Nortel Matra, a
company in which Northern Telecom has an equity investment, commit to purchase a
certain volume of their annual power amplifier requirements for specified prices
from the Company.  There can be no assurance  that  Northern  Telecom and Nortel
Matra will  continue to enter into  contracts  with the Company in the future or
otherwise  agree to purchase the same or similar levels of their power amplifier
requirements from the Company or purchase their power amplifier  requirements at
the same or similar  pricing.  Any  reduction  in the level of  purchases of the
Company's  amplifiers  by Northern  Telecom and Nortel  Matra,  or any  material
reduction in pricing without significant offsets,  would have a material adverse
effect on the Company's business, financial condition and results of operations.
Further,  if the Company  were to lose  Northern  Telecom or any other major OEM
customer,  or if orders by Northern Telecom or any other major OEM customer were
to otherwise  materially decrease,  the Company's business,  financial condition
and results of operations would be materially  adversely affected.  In addition,
the recent  financial  market turmoil and economic  downturn in Korea may have a
material  adverse effect on the Company's  sales of its products to LGIC, an OEM
based in Korea. Due to the Company's products being priced in U.S. dollars,  the
currency  instability in Korean and other financial  markets may have the effect
of making the  Company's  products  more  expensive  to LGIC than those of other
manufacturers whose products are priced in one of the affected currencies,  and,
therefore,  LGIC may reduce  future  purchases  of the  Company's  products.  In
addition,  wireless  infrastructure  equipment  OEMs have come under  increasing
price pressure from wireless  service  providers,  which in turn has resulted in
downward  pricing  pressure on the Company's  products.  The Company  expects to
incur  increasing  pricing  pressures from Northern  Telecom and other major OEM
customers in future periods which will result in declining  average sales prices
for the Company's products.

         Fluctuations in Operating Results.  The Company's  quarterly and annual
results have in the past been,  and will continue to be,  subject to significant
fluctuations  due to a number of  factors,  any of which  could  have a material
adverse  effect on the Company's  business,  financial  condition and results of
operations.  In  particular,  the Company's  results of operations are likely to
vary due to the timing,  cancellation,  delay or  rescheduling  of OEM  customer
orders  and  shipments;  the timing of  announcements  or  introductions  of new
products by the Company, its competitors or their respective OEM customers;  the
acceptance  of such  products by wireless  equipment  OEMs and their  customers;
relative variations in manufacturing efficiencies, yields and costs; competitive
factors  such  as  the   pricing,   availability,   and  demand  for   competing
amplification  products;  changes  in average  sales  prices  and  product  mix;
variations  in  operating  expenses;   changes  in  manufacturing  capacity  and
variations in the utilization of this capacity;  shortages of key supplies;  the
long sales cycles associated with the Company's customer specific products;  the
timing  and level of product  and  process  development  costs;  and  changes in
inventory  levels;  and the  relative  strength  or  weakness  of  international
financial  markets.  Anticipated orders from the Company's OEM 

                                       12

<PAGE>

customers  have in the past failed to  materialize  and delivery  schedules have
been  deferred or canceled as a result of changes in OEM  customer  requirements
and the Company  expects  this  pattern to  continue  as  customer  requirements
continue to change and industry  standards  continue to evolve.  There can be no
assurance  that the  Company  will not  experience  demand  fluctuations  in the
future, and, in fact, the Company has experienced reductions in product revenues
in both the fourth quarter of fiscal 1998 and the first three quarters of fiscal
1999. The Company  anticipates lower product revenues over the next two to three
quarters when compared to the average  revenue  realized  during the first three
quarters  of  fiscal  1998 as a result of  softening  demand in the TDMA and GSM
markets and delays in Korean PCS demand due to general  economic  conditions  in
Korea  and  other  Asian  countries.  Although  the  Company  recently  began to
outsource  certain of its manufacturing  operations,  the Company still operates
its own 4-inch wafer fabrication facility which contributes a significant amount
of fixed costs to its ongoing operating expense levels. The Company  establishes
its expenditure  levels for product  development  and other  operating  expenses
based on its expected  revenues,  and these expenses are relatively fixed in the
short term. As a result,  variations in timing of revenues can cause significant
variations in quarterly  results of  operations.  There can be no assurance that
the Company will be profitable on a quarter to quarter basis in the future.  The
Company believes that period to period  comparisons of its financial results are
not  necessarily  meaningful  and should not be relied upon as an  indication of
future  performance.  Due to the  foregoing  factors,  it is likely that in some
future quarter or quarters the Company's  revenues or operating results will not
meet the  expectations  of public stock market  analysts or  investors.  In such
event,  the market  price of the  Company's  Common  Stock  would be  materially
adversely affected.

         Internal  Amplifier  Design and  Production  Capabilities  of OEMs. The
Company  believes that a majority of the present  worldwide  production of power
amplifiers is captive within the manufacturing  operations of wireless equipment
OEMs,  many of  which  have  chosen  not to  purchase  amplifiers  from  outside
suppliers.  The Company also  believes  that those OEMs that purchase from third
party  amplifier  vendors are sometimes  reluctant to switch once committed to a
particular  merchant  vendor.  Consequently,  the Company may have only  limited
opportunities  to  increase   revenues  by  replacing   internal  OEM  amplifier
production or displacing other merchant amplifier suppliers. Moreover, given the
limited  opportunities for merchant RF amplifier  suppliers,  any decision by an
OEM to  employ  a  second  source  merchant  supplier  for a  product  currently
purchased from a merchant supplier may reduce the existing  merchant  supplier's
ability to maintain a given level of product sales to such OEM or, possibly,  to
retain the OEM as a customer  due to price  competition  from the second  source
merchant  supplier.  There  can be no  assurance  that the  Company's  major OEM
customers will continue to rely, or increase their  reliance,  on the Company as
an external source of supply for their power amplifiers,  or that other wireless
equipment  OEMs will become  customers  of the  Company.  If the major  wireless
infrastructure equipment suppliers do not purchase or continue to purchase their
power amplifiers from merchant  suppliers,  the Company's  business,  results of
operations and financial condition will be materially  adversely  affected.  For
example,  the failure of the Company to reach an agreement with Northern Telecom
and Nortel  Matra that  provides for similar  levels of  purchases  could have a
material adverse effect on the Company.

         Rapid Technological Change; Evolving Industry Standards;  Dependence on
New Products. The markets in which the Company and its OEM customers compete are
characterized by rapidly changing  technology,  evolving industry  standards and
continuous  improvements  in products and services.  In particular,  because the
Company's  strategy  of  rapidly  bringing  to market  products  customized  for
numerous and evolving RF modulation  standards requires developing and achieving
volume production of a large number of distinct products,  the Company's ability
to rapidly design and produce individual products for which there is significant
OEM  customer  demand will be a critical  determinant  of the  Company's  future
success. For example, softening of demand in the TDMA and GSM markets or failure
of another  modulation  standard in which the Company has  invested  substantial
development  resources  may have a  material  adverse  effect  on the  Company's
business,  financial  condition and results of  operations.  No assurance can be
given that the Company's product  development  efforts will be successful,  that
its new products will meet customer requirements and be accepted or that its OEM
customers' product offerings will achieve customer acceptance.  If a significant
number of development projects do not result in substantial volume production or
if  technologies  or  standards  supported by the  Company's  or its  customers'
products become obsolete or fail to gain widespread commercial  acceptance,  the
Company's business may be materially adversely affected.

         Risks  Associated  with  Internal  Wafer and  Device  Fabrication.  The
Company's  operation of its wafer and device  fabrication  facilities  entails a
number  of  risks,  including  a high  level of fixed and  variable  costs,  the
management of complex  processes,  dependence on a single source of supply and a
strict regulatory  environment.  During periods of low demand,  high fixed wafer
fabrication  costs are likely to have a material adverse effect on

                                       13

<PAGE>

the  Company's  business,  financial  condition and results of  operations.  The
design and fabrication of RF  semiconductors  is a complex and precise  process.
Such  manufacturing  is  sensitive  to a  wide  variety  of  factors,  including
variations and impurities in the raw materials, quality control of the packages,
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. As a result of these and other
factors,  semiconductor  manufacturing yields from time to time in the past have
suffered, and there can be no assurance that the Company will be able to achieve
acceptable production yields in the future. In addition, the Company's wafer and
device  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 and device fabrication  facilities
could  have a  material  adverse  effect on the  Company's  business,  financial
condition and results of operations.  Any failure to maintain  acceptable  wafer
and  device  production  levels  will  have a  material  adverse  effect  on the
Company's business, financial condition and results of operations.

         Product Quality,  Performance and Reliability. The Company expects that
its customers will continue to establish  demanding  specifications for quality,
performance  and  reliability  that must be met by the  Company's  products.  RF
semiconductors  as  complex  as those  offered by the  Company  often  encounter
development  delays and may contain  undetected  defects or failures  when first
introduced or after commencement of commercial  shipments.  The Company has from
time to time in the past experienced product quality, performance or reliability
problems  and  from  time  to  time  has  repaired  or  replaced  products  that
malfunction due to previously  undetected defects or that do not meet customers'
expectations for performance although the product is within  specifications.  In
addition, multicarrier power amplifiers have a higher probability of malfunction
than single carrier power amplifiers because of their greater complexity.  There
can be no  assurance  that  defects  or  failures  will not occur in the  future
relating to the Company's product quality,  performance and reliability that may
have a material adverse effect on the Company's  business,  financial  condition
and results of operations. Moreover, the Company's use of contract manufacturers
to produce  certain of its products may increase the  difficulty of  controlling
the quality of the Company's products.

         Sole  or  Limited  Sources  of  Materials  and  Services.  The  Company
currently  procures from single sources certain  components and services for its
products  including  cast  housings,  printed  circuit  boards,  specialized  RF
components and specialized subassemblies. The Company purchases these components
and services on a purchase order basis.  The Company does not carry  significant
inventories of these components and does not have any long-term supply contracts
with its sole source vendors. Furthermore, the Company began outsourcing some of
its higher volume power  amplifiers at an offshore  independent  subcontractor's
facility during the third fiscal quarter of 1999. The Company's  reliance on its
existing  sole sources and its migration to an outsource  turnkey  manufacturing
strategy entails certain risks, including reduced control over the price, timely
delivery,  reliability  and quality of the  components.  If the Company  were to
change any of its sole source vendors or its turnkey subcontractors, the Company
would be required to requalify the components or amplifiers  with new vendors or
subcontractors,  respectively.  Any  inability  of the Company to obtain  timely
deliveries of its components or its amplifiers of acceptable quality in required
quantities or a significant  increase in the prices of components  for which the
Company does not have alternative  sources could materially and adversely affect
the  Company's  business,  financial  condition and results of  operations.  The
Company has occasionally experienced difficulties in obtaining these components,
and no assurance can be given that  shortages  will not occur in the future.  In
addition,  there is no assurance that the Company will be able to retain turnkey
subcontractors on a cost effective basis.

         Declining  Average  Sales  Prices.  The  Company has  experienced,  and
expects to  continue  to  experience,  declining  average  sales  prices for its
products.  Wireless  infrastructure  equipment  manufacturers  have  come  under
increasing  price pressure from wireless  service  providers,  which in turn has
resulted in downward  pricing pressure on the Company's  products.  In addition,
competition among merchant suppliers has increased the downward pricing pressure
on the Company's products. Since wireless infrastructure equipment manufacturers
frequently  negotiate supply  arrangements far in advance of delivery dates, the
Company  often must commit to price  reductions  for its  products  before it is
aware of how,  or if,  cost  reductions  can be  obtained.  To offset  declining
average sales prices,  the Company  believes that it must achieve  manufacturing
cost reductions.  If the Company is unable to achieve such cost reductions,  the
Company's  gross  margins  will  decline,  and such decline will have a material
adverse  effect on the Company's  business,  financial  condition and results of
operations.

                                       14

<PAGE>

         Risks of International  Sales.  Sales outside of the United States were
91%, 88% and 95% of revenues for the three months ended  December 27, 1998,  the
nine months ended December 27, 1998 and fiscal 1998,  respectively.  The Company
expects  that  international  sales will  continue to account for a  significant
percentage of the Company's  total revenues for the  foreseeable  future.  These
sales  involve a number of inherent  risks,  including  imposition of government
controls, currency exchange fluctuations,  potential insolvency of international
distributors  and   representatives   or  customers,   reduced   protection  for
intellectual   property  rights  in  some  countries,   impact  of  recessionary
environments in economies outside the United States,  political  instability and
generally longer receivables  collection  periods,  as well as tariffs and other
trade barriers. In addition,  because substantially all of the Company's foreign
sales are  denominated  in U.S.  dollars,  increases  in the value of the dollar
relative  to the  local  currency  would  increase  the  price of the  Company's
products in foreign  markets and make the  Company's  products  relatively  more
expensive and less price competitive than competitors'  products that are priced
in local currencies.  There can be no assurance that these factors will not have
a material  adverse  effect on the  Company's  future  international  sales and,
consequently,  on the  Company's  business,  financial  condition and results of
operations. The Company anticipates that the recent turmoil in foreign financial
markets and the recent  deterioration of the underlying  economic  conditions in
certain  foreign  countries  will  continue  to have an  impact  on its sales to
customers  located in or whose projects are based in those  countries due to the
impact of currency  fluctuations on the relative price of the Company's products
and restrictions on government  spending imposed by the  International  Monetary
Fund ("IMF") on those  countries  receiving the IMF's  assistance.  In addition,
customers in those  countries may face reduced access to working capital to fund
component  purchases,  such as the Company's  products,  due to higher  interest
rates,  reduced  bank  lending due to  contractions  in the money  supply or the
deterioration  in  the  customer's  or its  bank's  financial  condition  or the
inability  to access  local  equity  financing.  A  substantial  majority of the
Company's  products are sold to OEMs who incorporate the Company's products into
systems sold and installed to end-user customers. These OEMs are not required by
contract and do not typically provide the Company with information regarding the
location and identity of their end-user customers,  and, therefore,  the Company
is not able to determine  what portion of its product  sales have been or future
orders  will be  incorporated  into OEM sales to  end-users  in those  countries
currently experiencing financial market turmoil and/or deterioration of economic
conditions. Furthermore, a large portion of the Company's existing customers and
potential new customers are servicing new markets in developing  countries  that
the Company's customers expect will deploy wireless communication networks as an
alternative to the construction of a wireline infrastructure.  If such countries
decline to construct  wireless  communication  systems,  or construction of such
systems is delayed for any reason,  including  business and economic  conditions
and changes in economic stability due to factors such as increased inflation and
political  turmoil,  such  delays  could have a material  adverse  effect on the
Company's business, results of operations and financial condition.

         Market for the Company's Products Is Highly  Competitive.  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  ability  of the  Company  to  compete  successfully  and  sustain
profitability  depends in part upon the rates at which  wireless  equipment OEMs
incorporate the Company's  products into their systems and the Company  captures
market share from other merchant  suppliers.  The Company's major OEM customers,
including  Northern  Telecom,  Nortel  Matra,  LGIC and  QUALCOMM,  continuously
evaluate  whether to manufacture  their own  amplification  products or purchase
them from outside  sources.  There can be no assurance  that these OEM 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. These customers and other large manufacturers
of  wireless  communications  equipment  could also elect to enter the  merchant
market and compete  directly  with the Company,  and at least one OEM,  NEC, has
already done so. Such increased  competition  could materially  adversely affect
the Company's business, financial condition and results of operations.

         The  Company's  principal   competitors  in  the  market  for  wireless
amplification  products  provided by merchant  suppliers  currently  include AML
Communications,   Amplidyne,   Microwave   Power  Devices,   NEC  and  Powerwave
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 compared to the
Company's products.

         Uncertain Protection of Intellectual Property. 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

                                       15

<PAGE>

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 twenty-four United States patents, and has twenty-three
United States patent applications  pending,  including one that has been allowed
but not yet  formally  issued.  The Company  also has been  awarded four foreign
patents and has sixteen  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.  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,  computer  aided  design and
modeling  tools,  technical  processes  and  employee  expertise.   The  Company
generally  enters into  confidentiality  and  nondisclosure  agreements with its
employees,  suppliers,  OEM customers, and potential customers 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.

         Risk  of  Third  Party  Claims  of  Infringement.   The  communications
equipment  industry  is  characterized  by  vigorous  protection  and pursuit of
intellectual  property  rights or positions,  which have resulted in significant
and often  protracted and expensive  litigation.  Although there is currently no
pending intellectual property litigation against the Company, the Company or its
suppliers  may from time to time be  notified  of claims that the Company may be
infringing patents or other intellectual property rights owned by third parties.
If it is  necessary  or  desirable,  the  Company may seek  licenses  under such
patents  or  other  intellectual  property  rights.  However,  there  can  be no
assurance  that such  licenses  will be offered or that the terms of any offered
licenses will be acceptable to the Company. The failure to obtain a license from
a third party for technology  used by the Company or otherwise  secure rights to
use such technology could cause the Company to incur substantial liabilities, to
suspend the manufacture of products or expend  significant  resources to develop
noninfringing  technology.  There can be no assurance  that the Company would be
successful  in such  development  or that such  licenses  would be  available on
reasonable  terms,  if at  all.  In the  event  that  any  third  party  makes a
successful  claim  against the Company or its  customers and either a license is
not made available to the Company on commercially  reasonable terms or a "design
around" is not  practicable,  the Company's  business,  financial  condition and
results of operations would be materially adversely affected.  Furthermore,  the
Company may initiate claims or litigation against third parties for infringement
of  the  Company's  proprietary  rights  or to  establish  the  validity  of the
Company's proprietary rights.  Litigation by or against the Company could result
in  significant  expense to the Company and divert the efforts of the  Company's
technical and management personnel,  whether or not such litigation results in a
favorable  determination  for the Company.  In the event of an adverse result in
any such litigation,  the Company could be required to pay substantial  damages,
indemnify  its  customers,  cease the  manufacture,  use and sale of  infringing
products,  expend  significant  resources to develop  noninfringing  technology,
discontinue  the use of certain  processes or obtain  licenses to the infringing
technology.

         Government  Regulation  of  Communications  Industry.  Radio  frequency
transmissions and emissions, and certain equipment used in connection therewith,
are regulated in the United States, Canada and throughout the rest of the world.
Regulatory  approvals  generally  must be obtained by the Company in  connection
with the manufacture and sale of its products, and by wireless service providers
to operate the  Company's  products.  The United States  Federal  Communications
Commission (the "FCC") and regulatory  authorities  abroad  constantly review RF
emission  issues  and  promulgate  standards  based  on  such  reviews.  If more
stringent RF emission regulations are adopted, the Company and its OEM customers
may be required to alter the manner in which radio  signals are  transmitted  or
otherwise alter the equipment  transmitting such signals, which could materially
adversely affect the Company's  products and markets.  The enactment by federal,
state, local or international governments of new laws or regulations or a change
in the  interpretation of existing  regulations could also materially  adversely
affect the market for the Company's  products.  Although recent  deregulation of
international  communications  industries  along  with  recent  radio  frequency
spectrum allocations made by the FCC have increased the potential demand for the
Company's  products by providing users of those products with  opportunities  to
establish  new  wireless  personal  communications  services,  there  can  be no
assurance that the trend toward deregulation and current regulatory developments
favorable to the promotion of new and expanded personal  communications services
will  continue  or that other  future  regulatory  changes  will have a positive
impact on the Company.  The increasing  demand for wireless  communications  has
exerted pressure on regulatory  bodies worldwide to adopt new standards for such

                                       16

<PAGE>

products,  generally following extensive  investigation of and deliberation over
competing  technologies.  The  delays  inherent  in this  governmental  approval
process have in the past caused,  and may in the future cause, the cancellation,
postponement or rescheduling of the  installation of  communications  systems by
the  Company's  OEM  customers.  These  delays have had in the past,  and in the
future  may have,  a  material  adverse  effect on the sale of  products  by the
Company to such OEM customers.

         Environmental  Regulations.  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.  Nevertheless,  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.  Any failure by the Company to control the use, disposal,
removal or storage of, or to adequately  restrict the discharge of, or assist in
the cleanup of,  hazardous  or toxic  substances,  could  subject the Company to
significant  liabilities,  including  joint and several  liability under certain
statutes.  The imposition of such liabilities could materially  adversely affect
the Company's business, financial condition and results of operations.

         Year 2000  Compliance.  Many installed  computer  programs were written
using a two digit date field  rather  than a four digit date field to define the
applicable  year.  Such computer  programs  utilizing a two digit date field may
recognize  a date  using  "00" as the year 1900  rather  than the year 2000 (the
"Year 2000  Issue").  The Year 2000 Issue could  potentially  result in a system
failure or miscalculations  causing  disruptions of operations,  including among
other things, a temporary  inability to process  transactions,  send invoices or
engage in other similar normal business activities.

         The Company is currently taking steps to address the Year 2000 Issue in
the following three areas: 1) the Company's  internal systems,  2) the Company's
products and 3) the Company's suppliers.  The Company installed a new enterprise
wide computer software system in July 1998 that is Year 2000 compliant and which
the Company  believes will increase  operational and financial  efficiencies and
information analysis.  The Company also initiated a project in September 1998 to
assess the extent of the Year 2000 Issue in the remaining  business  systems and
in the  embedded  systems  used in its  product  development  and  manufacturing
operations.  Until very recently the Company's products did not contain embedded
systems to which Year 2000  compliance  would be necessary.  With the release of
some  of  the  Company's   latest   products  this  situation  has  changed  and
date-dependency  may  exist.   However,  all  of  the  new  products  are  being
manufactured using only hardware,  software,  or firmware that is currently Year
2000 compliant.  In addition,  certain of the materials and supplies critical to
production  and delivery of the  Company's  products are  furnished by a limited
number of suppliers,  and in some cases a sole  supplier.  Part of the Company's
Year 2000 Issue assessment  project will identify key suppliers and assess their
Year 2000 vulnerability and readiness.  At this time, the Company estimates that
the costs of the Year 2000 Issue  assessment and required  remedial work will be
less than  $400,000  in total.  Completion  of the  assessment  is  planned  for
February 1999 and any necessary  remedial work is planned to be completed by the
end of September 1999.

     The Company believes that failure to adequately  complete all remedial work
necessary  to  resolve  the Year 2000  Issue  could  have a  material  impact on
operating expenses,  but that the effect on revenues would not be material.  The
most likely effect of failures related to the Year 2000 Issue would be:

     1) Business  systems--Overtime  work required of Company  employees and the
     temporary use of outside  resources,  to repair failed software and process
     transactions manually until repairs are completed.

     2) Embedded  systems--Overtime  work required of Company employees to shift
     work from machines and processes with failures to machines that continue to
     operate  properly,  and the  temporary  use of outside  resources to repair
     failed processors.  Also, there could be delays in product delivery where a
     product is dependent on a single production line.

     3) Company products--Overtime work required of Company employees to deliver
     corrections to any new or existing products.

The Company believes these failures to be unlikely,  and has made no estimate of
the potential costs,  but plans to do so during February 1999.  Periodic updates
regarding  the Year 2000  status are  provided to both the  Company's

                                       17

<PAGE>

executive staff and the Audit  Committee of the Board of Directors.  The Company
also  recognizes  the need for  contingency  planning,  and expects to have such
plans in place by  September  1999.  These plans could  include  stockpiling  of
components or semi-finished products to avoid product shipment delays

         Dependence on Key Personnel. The Company's ability to manage any future
growth effectively will require attracting,  training, motivating,  managing and
retaining new employees  successfully as well as retaining the continued service
of its key technical,  marketing and management personnel.  Although the Company
has  employment  contracts  with  several  of  its  executive  officers,   these
agreements do not obligate such  individuals  to remain in the employment of the
Company.  The Company does not maintain key person life  insurance on any of its
key technical personnel.  The competition for such personnel is intense, and the
loss of key employees could have a material adverse effect on the Company.

         Volatility  of Stock  Price.  The market  price of the shares of Common
Stock  has been,  and is  likely to  continue  to be,  highly  volatile,  and is
affected  significantly  by  factors  such  as  fluctuations  in  the  Company's
operating  results,  announcements  of technological  innovations,  new customer
contracts or new products by the Company or its  competitors,  announcements  by
the  Company's  customers  regarding  their  business or  prospects,  changes in
analysts'  expectations,   governmental  regulatory  action,  developments  with
respect to patents or proprietary  rights,  general market  conditions and other
factors.  In  addition,  the  stock  market  has from  time to time  experienced
significant  price and volume  fluctuations  that are unrelated to the operating
performance of particular  companies.  The market price of the Company's  Common
Stock fluctuated substantially during fiscal 1998, from a low of $10.75 on April
1, 1997 to a high of $66.375 on October 1, 1997. During the first nine months of
fiscal 1999, the Company's stock  fluctuated from a high of $19.00 in April 1998
to a low of $8.00 in October  1998.  As of December 27, 1998,  the last reported
sale price of the Common  Stock as  reported on the Nasdaq  National  Market was
$13.875.

         Pending  Litigation.  Since  December 23, 1997, a number of  complaints
have been filed  against the Company and certain of its  officers in the Federal
Court for the Northern  District of  California  that allege  violations  of the
federal  securities laws. Similar complaints have been filed in California state
court that allege  violations of California state securities laws and California
common  law.  The  complaints  have been  consolidated  in the federal and state
courts,  respectively.  The  plaintiffs  in both the federal and state  lawsuits
purport to represent a class of persons who purchased  the Company's  securities
during the period of July 17, 1997  through  October 23,  1997.  The  complaints
allege that the Company and certain of its officers misled the investing  public
regarding the financial prospects of the Company.  The Company believes that the
allegations  are  completely  without merit and will  vigorously  defend itself.
Certain   provisions  of  the  Company's   Certificate  of   Incorporation   and
indemnification  agreements  between the Company  and its  officers  require the
Company to advance to such  officers  ongoing  legal  expenses of defending  the
suits and may require the Company to indemnify them against  judgments  rendered
on certain claims.  The Company expects to incur  significant  legal expenses on
its behalf and on behalf of such officers in connection with this litigation. In
addition,  defending this  litigation has resulted,  and will likely continue to
result,  in  the  diversion  of  management's  attention  from  the  day  to day
operations of the Company's business. Although the Company does not believe that
it or any of its  officers  has  engaged  in  any  wrongdoing,  there  can be no
assurance  that this  stockholder  litigation  will be resolved in the Company's
favor.  An adverse  result,  settlement  or  prolonged  litigation  could have a
material  adverse  effect on the  Company's  business,  financial  condition  or
results of operations.

         Shareholder  Rights  Plan;  Issuance of Preferred  Stock.  The Board of
Directors of the Company adopted a Shareholder  Rights Plan in October 1996 (the
"Rights  Plan").  Pursuant to the Rights Plan,  the Board declared a dividend of
one Preferred  Stock Purchase Right per share of Common Stock (the "Rights") and
each such Right has an exercise price of $126.00.  The Rights become exercisable
upon the occurrence of certain  events,  including the  announcement of a tender
offer or exchange offer for the Company's  Common Stock or the  acquisition of a
specified  percentage  of the  Company's  Common  Stock  by a third  party.  The
exercise  of the  Rights  could  have  the  effect  of  delaying,  deferring  or
preventing a change in control of the Company,  including,  without  limitation,
discouraging  a proxy  contest or making more  difficult  the  acquisition  of a
substantial  block of the Company's  Common Stock.  These  provisions could also
limit the price that investors  might be willing to pay in the future for shares
of the Company's Common Stock. The Board of Directors has the authority to issue
up to 5,000,000  shares of  undesignated  Preferred  Stock and to determine  the
powers,   preferences  and  rights  and  the   qualifications,   limitations  or
restrictions   granted  to  or  imposed  upon  any  wholly  unissued  shares  of
undesignated  Preferred Stock and to fix the number of shares  constituting  any
series and the designation of such series, without any further vote or action by

                                       18

<PAGE>

the  Company's  stockholders.  For example,  in  connection  with the  Company's
Shareholder  Rights Plan,  the Board of Directors  designated  20,000  shares of
Preferred Stock as Series A Participating  Preferred Stock although none of such
shares have been  issued.  The  Preferred  Stock  could be issued  with  voting,
liquidation,  dividend  and other  rights  superior  to those of the  holders of
Common Stock. The issuance of Preferred Stock under certain  circumstances could
have the effect of delaying,  deferring or preventing a change in control of the
Company.


Liquidity and Capital Resources

         The Company has financed its growth through its initial public offering
in August 1994, a public equity offering in August 1997, private sales of equity
securities,  capital equipment leases,  bank lines of credit and cash flows from
operations.  Cash used by operations  was $9.8 million for the nine months ended
December 27, 1998 while cash provided by operations in the corresponding  period
of fiscal 1998 was $12.4 million.  Cash flow from operations for the nine months
ended December 27, 1998 was negatively  impacted by the reduced level and timing
of shipments and slower collections from the Company's international customers.

         As of December  27,  1998,  the  Company  had working  capital of $92.2
million  including  $71.0  million  in cash,  cash  equivalents  and  short-term
investments.  In addition,  the Company has a revolving  line of credit of $10.0
million with a bank secured by the majority of the Company's  assets.  Under the
terms of the master agreement  governing this credit instrument,  the Company is
required to maintain certain minimum working capital,  net worth,  profitability
and other specific financial ratios. As of December 27, 1998, the Company was in
compliance  with all of these  financial  covenants.  There  were no  borrowings
outstanding against this line of credit as of December 27, 1998.

         In April 1998,  the Company  announced a repurchase  program (the "1998
Repurchase  Program")  pursuant to which it may acquire up to one million shares
of Common Stock in open market purchases.  During the nine months ended December
27, 1998,  the Company  repurchased a total of 675,900 shares on the open market
for a total of $9.7 million.

         In January  1997,  the Company  borrowed $6.0 million under a term loan
secured by certain capital  equipment.  The loan, which expires in January 2002,
requires  the  payment  of monthly  principal  plus  interest  and is subject to
certain minimum working capital,  net worth and other specific financial ratios.
The Company was in compliance  with these  covenants as of December 27, 1998. In
March 1997,  the Company also  secured a $3.2  million  real estate loan,  which
expires in April 2007, for the purchase of a light industrial building.

         Additions  to property  and  equipment  were $9.5  million for the nine
months ended  December 27, 1998 as compared to $11.6 million for the nine months
ended December 28, 1997. Purchases of equipment and other capital assets for the
nine months  ended  December 27, 1998  included  the purchase of new  management
information  systems,  manufacturing  test equipment to support new products and
engineering test equipment to support various research and development projects.

         The Company  anticipates  spending  approximately  $10 million over the
next twelve months for capital  additions  primarily to complete its information
systems infrastructure upgrades, set up automated test stations for new products
and upgrade its  engineering  test  equipment  as required  for new  development
projects.  Based on the  Company's  current  working  capital  position  and the
available line of credit the Company expects to renew, the Company believes that
sufficient  resources will be available to meet the Company's cash  requirements
for at least the next twelve months.  Cash  requirements  for periods beyond the
next twelve months depend on the  Company's  profitability,  timing and level of
capital expenditures, working capital requirements and rate of growth.

         ITEM 3:  Quantitative and Qualitative Disclosures about Market Risk

         The  Company   does  not  engage  in  any  foreign   currency   hedging
transactions  and  therefore,  does not believe it is subject to  exchange  rate
risk.  In compliance  with the Company's  cash  investment  policy,  the Company
limits  its  cash  investments  in  terms  of  type  of  financial   instrument,
concentration  limit, credit quality and marketability with the highest priority
being  preservation  of principal.  The Company does not consider itself exposed
with respect to any material market risk.

                                       19

<PAGE>

PART II - OTHER INFORMATION

         ITEM 1:  Legal Proceedings

         Since December 23, 1997, a number of complaints have been filed against
the Company and certain of its  officers in the Federal  Court for the  Northern
District of California that allege  violations of the federal  securities  laws.
Similar  complaints  have been  filed in  California  state  court  that  allege
violations of California  state  securities laws and California  common law. The
complaints have been consolidated in the federal and state courts, respectively.
The  plaintiffs  in both the federal and state  lawsuits  purport to represent a
class of persons who  purchased the  Company's  securities  during the period of
July 17, 1997 through  October 23, 1997. The complaints  allege that the Company
and certain of its officers misled the investing  public regarding the financial
prospects  of the  Company.  The  Company  believes  that  the  allegations  are
completely without merit and will vigorously defend itself.

                                       20

<PAGE>



ITEM 6:  Exhibits and Reports on Form 8-K


                  (a)      Exhibits


       27.1 Financial Data Schedule



                                       21


<PAGE>




                                           SIGNATURES




         Pursuant to the  requirements  of the Securities  Exchange Act of 1934,
the  registrant  has duly  caused  this report to be signed on its behalf by the
undersigned thereunto duly authorized.


Dated: February 9, 1999
                                          SPECTRIAN CORPORATION
                                              (Registrant)

                                           /S/ BRUCE R. WRIGHT

                         -----------------------------------------------------
                                             Bruce R. Wright
                         Executive Vice President, Finance and Administration,
                         Chief Financial Officer and Secretary
                         Principal Financial and Accounting Officer)






                                        INDEX TO EXHIBITS



   Exhibits                                                        Sequentially
                                                                   Numbered Page


       27.1 Financial Data Schedule                                     23


                                       22