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

                                  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 September 28, 1997

                                       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                                (I.R.S. Employer
       jurisdiction of                                Identification   
       incorporation or                               Number)          
       organization)                                  

                               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 September 28, 1997 there were 10,725,010 shares of the Registrant's Common
Stock outstanding.
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<PAGE>



<TABLE>

                                   SPECTRIAN CORPORATION

                                         Form 10-Q

                                           INDEX
<CAPTION>
                                                                                       Page
                                                                                        No.
<S>                                                                                      <C>
Cover Page                                                                                1

Index                                                                                     2

PART I - Financial Information

              ITEM 1 - Condensed consolidated financial statements

                 Condensed consolidated balance sheets -
                    September 28, 1997 and March 31, 1997                                 3

                 Condensed consolidated statements of operations -
                    three and six months ended September 28, 1997 and September 28, 1996  4

                 Condensed consolidated statements of cash flows -
                    six months ended September 28, 1997 and September 28. 1996            5

                 Notes to condensed consolidated financial statements                     6

              ITEM 2 - Management's Discussion and Analysis of Financial
                           Condition and Results of Operations                            8


PART II - Other Information

              ITEM 4 - Submission of Matters to a Vote of Security Holders               17

              ITEM 6 - Exhibits                                                          19

                 Signatures                                                              20

</TABLE>

                                             2
<PAGE>


<TABLE>

                                  SPECTRIAN CORPORATION AND SUBSIDIARY
                                 CONDENSED CONSOLIDATED BALANCE SHEETS
                                   (In thousands, except share data)
<CAPTION>

                                                                   September 28,         March 31,
Assets                                                                  1997               1997
                                                                  --------------        ----------
                                                                    (unaudited)
<S>                                                                   <C>               <C>
Current assets:
   Cash and cash equivalents                                          $ 14,478          $  6,240
   Short-term investments                                               80,105              --
   Accounts receivable, less allowance for doubtful
      accounts of $370 and $365, respectively                           27,270            15,825
   Inventories                                                          23,589            17,301
   Prepaid expenses and other current assets                             4,234             1,806
                                                                      --------          --------
        Total current assets                                           149,676            41,172

Property and equipment, net                                             27,154            25,461
                                                                      --------          --------

                                                                      $176,830          $ 66,633
                                                                      ========          ========

Liabilities and Shareholders' Equity

Current liabilities:
   Current portion of debt obligations                                $  1,506          $  1,588
   Accounts payable                                                      9,498             8,101
   Accrued liabilities                                                  12,192             7,421
                                                                      --------          --------
        Total current liabilities                                       23,196            17,110

Debt obligations, net of current portion                                 6,607             7,057
                                                                      --------          --------
        Total liabilities                                               29,803            24,167
                                                                      --------          --------

Shareholders' equity:
   Common stock, no par value, 20,000,000 shares authorized;
     10,725,010 and 8,265,230 shares issued and outstanding,
     respectively                                                      145,183            53,395

    Unrealized gain on short-term investments                               67              --
    Retained earnings (accumulated deficit)                              1,777           (10,929)
                                                                      --------          --------

     Total shareholders' equity                                        147,027            42,466
                                                                      --------          --------

                                                                      $176,830          $ 66,633
                                                                      ========          ========
<FN>
The  accompanying  notes are an integral  part of these  condensed  consolidated
financial statements.
</FN>
</TABLE>

                                             3
<PAGE>


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


<CAPTION>

                                                   Three months ended          Six months ended
                                                      September 28,              September 28,
                                                  ---------------------     -----------------------
                                                    1997         1996          1997         1996
                                                    ----         ----          ----         ----
<S>                                               <C>          <C>           <C>          <C>
                                                    
Revenues                                          $ 48,242     $ 22,272      $ 94,008     $ 32,195

Costs and expenses:
   Cost of product sales                            34,481       16,639        66,532       25,130
   Research and development                          4,139        3,770         8,380        8,063
   Selling, general and administrative               3,046        1,946         6,507        4,325
                                                  --------     --------      --------     --------
                                                    41,666       22,355        81,419       37,518
                                                  --------     --------      --------     --------
       Operating income (loss)                       6,576          (83)       12,589       (5,323)


   Interest income (expense), net                      595         (251)          576         (325)
   Other income, net                                  --           --           1,530
                                                  --------     --------      --------     --------

   Income (loss) before income taxes                 7,171         (334)       14,695       (5,648)

   Income tax expense                                  859            2         1,989            2
                                                  --------     --------      --------     --------

   Net income (loss)                              $  6,312     $   (336)     $ 12,706     $ (5,650)
                                                  ========     ========      ========     ========

   Net income (loss) per share
       Primary                                    $   0.60     $  (0.04)     $   1.30     $  (0.70)
       Fully diluted                              $   0.59     $  (0.04)     $   1.26     $  (0.70)


  Shares used in computing per share amounts:
       Primary                                      10,603        8,147         9,760        8,093
       Fully diluted                                10,744        8,147        10,067        8,093

<FN>
The accompanying notes are an integral part of these condensed consolidated financial statements.
</FN>
</TABLE>

                                                           4
<PAGE>

<TABLE>

                              SPECTRIAN CORPORATION AND SUBSIDIARY
                        CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                         (In thousands)
                                          (Unaudited)

<CAPTION>
                                                                           Six months ended
                                                                           September 28,
                                                                      ------------------------
                                                                        1997            1996
                                                                        ----            ----
<S>                                                                   <C>             <C>
Cash flows from operating activities:
    Net income (loss)                                                 $ 12,706        $ (5,650)
    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                                    3,483            2951
        Stock option compensation expense                                 --                48
        Tax benefit associated with stock options                        1,379            --
        Changes in operating assets and liabilities
           Accounts receivable                                         (11,445)          1,771
           Inventories                                                  (6,288)         (2,988)
           Prepaid expenses and other assets                            (2,428)            (49)
           Accounts payable                                              1,397          (2,515)
           Accrued liabilities                                           4,771              41
                                                                      --------        --------
             Net cash provided by (used for) operating activities        2,045          (6,391)
                                                                      --------        --------

Cash flows from investing activities:
    Purchase of short-term investments                                 (80,038)           --
    Proceeds from sale of short-term investments                          --             3,000
    Purchase of property and equipment                                  (7,662)         (6,390)
    Proceeds from sale of subsidiary                                     4,016            --
                                                                      --------        --------
      Net cash provided by (used for) investing  activities            (83,684)         (3,390)
                                                                      --------        --------

Cash flows from financing activities:
    Proceeds from debt                                                    --            12,000
    Repayment of debt                                                     (831)            (80)
    Capital lease obligations                                              299            --
    Proceeds from sales of Common Stock, net                            90,409             903
                                                                      --------        --------
      Net cash provided by financing activities                         89,877          12,823
                                                                      --------        --------

      Net increase (decrease) in cash and cash equivalents               8,238           3,042
      Cash and cash equivalents, beginning of period                     6,240           1,163
                                                                      --------        --------
      Cash and cash equivalents, end of period                        $ 14,478        $  4,205
                                                                      ========        ========
<FN>
The accompanying notes are an integral part of these 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 as incorporated by reference in the Company's Form 10-K for
fiscal year ended March 31, 1997. 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, 1998, or any other future period.


NOTE 2: Balance Sheet Components

Balance sheet components are as follows:

                                               September 28,     March 31,
                                                   1997             1997
                                              ---------------- ---------------
                                                      (In thousands)
Inventories:
   Raw materials                                    $  11,828      $    9,315
   Work in process                                     10,521           6,699
   Finished goods                                       1,240           1,287
                                              ---------------- ---------------
                                                    $  23,589       $  17,301
                                              ================ ===============

Property and equipment:
   Machinery and equipment                          $  40,337       $  37,181
   Land, building and improvements                      2,813           2,822
   Furniture and fixtures                               1,376           1,376
   Leasehold improvements                               1,364             867
                                              ---------------- ---------------
                                                       45,890          42,246
   Less accumulated depreciation and
      amortization                                     18,736          16,785
                                              ---------------- ---------------
                                                    $  27,154       $  25,461
                                              ================ ===============

Accrued liabilities:
   Employee compensation and benefits               $   4,348       $   3,772
   Warranty                                             4,940           1,940
   Other accrued liabilities                            2,904           1,709
                                              ---------------- ---------------
                                                     $ 12,192       $   7,421
                                              ================ ===============


                                       6
<PAGE>




<TABLE>
NOTE 3: Investments

The Company  accounts for  investments in accordance with Statement of Financial
Accounting  Standards ("SFAS") No. 115,  "Accounting for Certain  Investments in
Debt and Equity  Securities".  Under the provisions of SFAS No. 115, the Company
has  classified  its  investments  in  certain  debt and  equity  securities  as
"available-for-sale."  Such investments are recorded at fair market value,  with
unrealized  gains and losses reported as a separate  component of  shareholders'
equity.  Interest income is recorded using an effective  interest rate, with the
associated premium or discount amortized to "Interest income, net."

As of  September  28,  1997,  available-for-sale  securities  consisted  of  the
following:
<CAPTION>
                                                         Unrealized      Unrealized          Estimated
                                        Cost               Gains           Losses           Fair Value
                                   --------------------------------------------------------------------
                                                              (In thousands)
<S>                                   <C>                     <C>              <C>             <C>
Repurchase agreement                  $11,459                 --               --              $11,459
Corporate debt securities              48,973                 14               --               48,987
Municipal debt securites                5,000                 --               --                5,000
U.S. Government securities             27,018                 53               --               27,071
                                   --------------------------------------------------------------------
                                       92,450                 67               --               92,517
                                   --------------------------------------------------------------------

<FN>
As of September 28, 1997, these securities were classified as follows:
</FN>
</TABLE>
                                          (In thousands)

    Cash equivalents                            12,412
    Short-term investments                      80,105
                                            ------------
                                             $  92,517
                                            ------------

NOTE 4: Revenue Recognition

The Company recognizes product sales upon shipment and concurrently  accrues for
expected warranty expenses.  Repair and service revenues are recognized when the
service is performed.


NOTE 5: Earnings Per Share Computation

Primary net income (loss) per share has been computed using the weighted average
number of outstanding  shares of Common Stock and common  equivalent shares from
stock options  outstanding  (when  dilutive  using the treasury  stock  method).
Common Stock  options are assumed to be exercised  and the proceeds  used to buy
back Common Stock using the  treasury  stock  method and the  Company's  average
stock  price for the  quarter  ended  September  28,  1997.  Due to the net loss
incurred  during the three and six month  periods  ending  September  28,  1996,
Common Stock options  outstanding  would be  antidilutive  and are therefore not
included in the loss per share  calculation  for that period.  Fully diluted net
income per share for the quarter ended September 28, 1997 was computed using the
treasury stock method and the Company's stock price at September 28, 1997.

The Financial  Accounting Standards Board recently issued Statement of Financial
Accounting  Standards  ("SFAS")  No. 128,  "Earnings  per  Share."  SFAS No. 128
requires the presentation of basic earnings per share ("EPS") and, for companies
with complex capital  structures [or potentially  dilutive  securities,  such as
convertible debt, options and warrants],  diluted EPS. SFAS No. 128 is effective
for annual and interim  periods  ending after  December  15,  1997.  The Company
expects  that  basic  EPS will be  higher  than  primary  earnings  per share as
presented  in the  accompanying  consolidated  financial  statements,  and  that
diluted EPS will  approximate  fully diluted  earnings per share as presented in
the accompanying consolidated financial statements.


                                       7
<PAGE>


                      SPECTRIAN CORPORATION AND SUBSIDIARY

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




         Certain  statements in this  "Management's  Discussion  and Analysis of
Financial  Condition and Results of Operations" are "forward looking statements"
within the meaning of Section 27A of the Securities Act of 1933, as amended, and
Section 21E of the  Securities  Exchange Act of 1934, as amended.  These forward
looking  statements  include,  but are not  limited  to:  the  statements  under
"Revenues" regarding future revenue growth, the statements in "Factors Affecting
Future  Operating  Results;"  and the  statements  in the last  paragraph  under
"Liquidity and Capital Resources" regarding the anticipated spending for capital
additions  in  fiscal  1998  and  the  sufficiency  of the  Company's  available
resources  to meet working  capital and capital  expenditure  requirements.  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,  TACS 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
OEMs in the wireless  infrastructure  equipment market,  in particular  Northern
Telecom Limited ("Northern Telecom"). The Company pursues a strategy of vertical
integration   in  its  design  and   manufacturing   processes,   including  the
establishment of a 3-inch wafer fabrication  facility in 1985 and the conversion
to a 4-inch wafer fabrication facility to increase its capacity in 1996.

         During fiscal 1997,  Northern  Telecom and Nortel Matra  Communications
("Nortel  Matra"),  in which Northern Telecom has an equity interest,  accounted
for approximately 63% and 12% of revenues, respectively. During the three months
ended September 28, 1997, Northern Telecom, Nortel Matra, and LG Information and
Communications  Limited ("LGIC") accounted for approximately 63%, 18% and 12% of
revenues, respectively. During the six months ended September 28, 1997, Northern
Telecom,  Nortel Matra and LGIC accounted for approximately  59%, 20% and 15% of
the Company's revenues. The Company's business,  financial condition and results
of operations 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.

         The Company's vertical  integration strategy 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


                                       8
<PAGE>


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 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,  high overtime hours,  inefficient
material procurement and an inability to recognize economies of scale.

<TABLE>
Results of Operations

         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 the gross margin on product sales.
<CAPTION>
                                                Three Months Ended            Six Months Ended
                                                   September 28,               September 28,
                                                1997          1996           1997          1996
                                                ----          ----           ----          ------
<S>                                            <C>           <C>            <C>            <C>
Revenues                                       100.0%        100.0%         100.0%         100.0%

Costs and expenses:
  Cost of product sales                         71.5          74.7           70.8           78.1
  Research and development                       8.6          16.9            8.9           25.0
  Selling, general and administrative            6.3           8.7            6.9           13.4
                                               -----         -----          -----          -------
    Total costs and expenses                    86.4         100.3           86.6          116.6   
    Operating income (loss)                     13.6          (0.4)          13.4          (16.5)
Interest income (expense), net                   1.3          (1.1)           0.6           (1.0)
Other income                                     --            --             1.6            --
                                               -----         -----          -----          -------
  Income (loss) before income taxes             14.9         (17.5)          (1.5)          15.6
Income tax expense                               1.8           --             2.1            --
                                               -----         -----          -----          -------
    Net income (loss)                           13.1%         (1.5)%         13.5%         (17.5)%
                                               =====         =====          =====          =======
Gross margin on product sales                   28.5%         25.3 %         29.2%          21.9 %
</TABLE>

         Revenues. The Company's revenues increased by 117% to $48.2 million for
the three  months  ended  September  28,  1997 from $22.3  million for the three
months ended  September 28, 1996.  The Company's  revenues  increased by 192% to
$94.0 million for the six months ended September 28, 1997 from $32.2 million for
the six months ended  September 28, 1996.  The sizable  increase in revenues for
the three months ended  September 28, 1997  reflects a  significant  increase in
demand, primarily by Northern Telecom, for the Company's existing single carrier
TDMA and GSM  products  and the  introduction  of  several  new  single  carrier
products,  including  Korean PCS CDMA and second  generation  GSM  products.  In
addition,  the  substantial  increase  in  revenues  for  the six  months  ended
September  28, 1997 as  compared to the six months  ended  September  28,  1996,
reflects the below normal  customer  demand  experienced in the first quarter of
fiscal  1997 ended June 29,  1996.  Although  the  Company's  future  revenue is
difficult  to  predict,   the  Company  believes  that  the  recent  significant
percentage  growth in revenues will not be sustainable and that future growth in
revenues, if any, will be more moderate.

         Cost of Product Sales. Cost of product sales consists  primarily of raw
materials,  RF  semiconductor  fabrication  costs,  amplifier  assembly and test
costs,  overhead  and  warranty  costs.  The  Company's  cost of  product  sales
increased by 107% to $34.5 million for the three months ended September 28, 1997
from $16.6 million for the three months ended  September  28, 1996.  Included in
the cost of product  sales were


                                       9

<PAGE>

costs  associated with the volume ramp for new products and additional  warranty
reserves for new products. Gross margin on product sales was 28.5% for the three
months ended  September 28, 1997 as compared to 25.3% for the three months ended
September  28, 1996.  The Company's  cost of product sales  increased by 165% to
$66.5 million for the six months ended September 28, 1997 from $25.1 million for
the six months ended September 28, 1996. Gross margin on product sales was 29.2%
for the six months  ended  September  28,  1997 as compared to 21.9% for the six
months ended  September 28, 1996. The  significant  improvement in product gross
margin,  for both periods,  primarily  reflects the benefits of spreading  fixed
manufacturing overhead spending over a larger number of units sold.

         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 9.8%
to $4.1 million in the three months ended  September  28, 1997 from $3.8 million
in the three months ended September 28, 1996. Research and development  spending
in the three months ended September 28, 1996 included  development costs for the
Company's 4-inch wafer fabrication facility. The increase in R&D spending in the
three months ended  September  28, 1997  reflects the absence of these  facility
development costs offset by increased  spending,  primarily in amplifier R&D for
personnel  and  related  expenses.  R&D  expenses  as a  percentage  of revenues
decreased to 8.6% in the three months  ended  September  28, 1997 from 16.9% for
the three months ended September 28, 1996,  reflecting the substantially  higher
revenue  levels in the three months ended  September 28, 1997. The Company's R&D
expenses increased by 3.9% to $8.4 million in the six months ended September 28,
1997 from $8.1 million in the six months ended  September 28, 1996. The increase
in R&D spending in the six months ended  September 28, 1997 reflects the absence
of the facility development costs offset by increased spending in both amplifier
and semiconductor R&D for personnel expenses and project  development  expenses.
R&D  expenses as a  percentage  of revenues  decreased to 8.9% in the six months
ended September 28, 1997 from 25.0% for the six months ended September 28, 1996,
reflecting  the  substantially  higher  revenue  levels in the six months  ended
September 28, 1997.

         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 and other expenses.  The
Company's SG&A expenses  increased by 56.5% to $3.0 million for the three months
ended  September 28, 1997 from $1.9 million for the three months ended September
28, 1996.  SG&A expenses as a percentage  of revenues  decreased to 6.3% for the
three  months  ended  September  28, 1997 from 8.7% for the three  months  ended
September  28, 1996.  The  Company's  SG&A  expenses  increased by 50.5% to $6.5
million for the six months  ended  September  28, 1997 from $4.3 million for the
six months ended  September 28, 1996.  SG&A expenses as a percentage of revenues
decreased to 6.9% for the six months ended September 28, 1997 from 13.4% for the
six months  ended  September  28, 1996.  The increase in SG&A  expenses for both
periods was  primarily due to increases in sales and  administrative  headcount,
outside  commissions  paid for South  Korean  sales and to a lesser  extent  the
maintenance  of a South  Korean  sales  support  office.  The  decrease  of SG&A
expenses  as a  percentage  of  sales  in  both  periods  was a  result  of  the
substantially higher revenue levels in both periods.

         Interest Income  (Expense),  net.  Interest  income,  net for the three
months ended September 28, 1997 was $595,000 compared to net interest expense of
$251,000 for the three months ended September 28, 1996. Interest income, net for
the six months ended  September  28, 1997 was $576,000  compared to net interest
expense of $325,000 for the six months ended September 28, 1996. The increase in
net interest income was primarily the result of higher interest income earned on
higher cash balances and short-term investments.


                                       10

<PAGE>

         Income  Taxes.  The Company  recorded an income tax expense of $900,000
for the three  months  ended  September  28,  1997 and for the six months  ended
September 28, 1997, the Company  recorded an income tax expense of $2.0 million.
The combined effective tax rate of 13.5%, for the six months ended September 28,
1997,  reflects  the  use of net  operating  loss  carryforwards  ("NOLs").  The
Company's  ability  to use its NOLs  against  taxable  income  may be subject to
restrictions  and limitations  under Section 382 of the Internal Revenue Code of
1986,  as  amended,  in the event of a change in  ownership  of the  Company  as
defined therein.  The Company anticipates future fiscal year effective tax rates
will  approximate  fully taxed rates due to the  depletion of NOLs during fiscal
1998.


Factors Affecting Future Operating Results

         Customer  Concentration;  Dependence on Northern Telecom.  The wireless
infrastructure equipment market is dominated by a small number of large original
equipment  manufacturers  ("OEMs"),  including  LM  Ericsson  Telephone  Company
("Ericsson"),   Lucent  Technologies,   Inc.  ("Lucent"),  Motorola  Corporation
("Motorola"),  Northern Telecom,  Nortel Matra, 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 September 28, 1997, Northern Telecom, Nortel
Matra and LGIC  accounted  for  approximately  63%, 18% and 12% of the Company's
revenues,  respectively.  Northern Telecom,  Nortel Matra and LGIC accounted for
approximately  59%, 20% and 15% of the Company's  revenues during the six months
ended September  28,1997.  Furthermore,  a substantial  portion of revenues from
Northern  Telecom and Nortel Matra in the three and six months  ended  September
28, 1997 resulted from sales of a limited number of the Company's products.  The
Company's top five  customers  accounted for 98% of it's sales for the three and
six months ended  September 28, 1997. The Company,  Northern  Telecom and Nortel
Matra have an  agreement,  renegotiated  annually,  pursuant  to which  Northern
Telecom and Nortel Matra commit to purchase a certain percentage of their annual
power amplifier requirements from the Company. Annual contract negotiations have
been  finalized  for calendar  year 1998.  Based upon this  agreement  and other
factors,  the Company expects that the Company's recent  significant  percentage
growth in revenues will not be  sustainable  and that future growth in revenues,
if any,  will be more  moderate.  In addition,  there can be no  assurance  that
Northern  Telecom  and Nortel  Matra will enter into a similar  contract  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, 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. The
Company expects to incur increasing  pricing pressures from Northern Telecom and
other major OEM  customers  in future  periods  which could  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


                                       11

<PAGE>


products  by  wireless  equipment  OEMs  and  their  customers;   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.  While the Company
maintains a backlog,  the  Company's  OEM  customers  may cancel or defer orders
without significant penalty. Anticipated orders from the Company's OEM 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.   Reduced   demand  for   wireless
infrastructure equipment in the latter part of fiscal 1996 and the early part of
fiscal 1997,  driven  partly by delays in the  build-out of PCS  infrastructure,
caused  significant  fluctuations  in the  Company's  product  sales during that
period of time.  There can be no assurance  that the Company will not experience
such fluctuations in the future. The Company  establishes its expenditure levels
for product  development  and other  operating  expenses  based on its  expected
revenues,  and 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 all 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 OEMs who purchase  from third party
amplifier  vendors  are  reluctant  to switch  once  committed  to a  particular
merchant  vendor.  Consequently,  the Company has only limited  opportunities to
increase revenues by replacing  internal OEM amplifier  production or displacing
other merchant amplifier suppliers. 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.

         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.  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  significant  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.


                                       12

<PAGE>


Risks Associated with Internal Wafer Fabrication. The Company's operation of its
wafer 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  the  Company's  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,  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 fabrication facility represents
a single point of failure in its manufacturing  process that would be costly and
time-consuming to replace if its operation were interrupted. The interruption of
wafer  fabrication  operations  or the loss of employees  dedicated to the wafer
fabrication  facility  could have a  material  adverse  effect on the  Company's
business, financial condition and results of operations. Any failure to maintain
acceptable wafer production levels, either from the Company's facility or from a
third party wafer supplier, 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,  although no such problems have had a material  adverse  effect on the
Company's business,  financial condition and results of operations. In addition,
multicarrier power amplifiers have a higher  probability of malfunction  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.

         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   sub-assemblies.   The  Company   purchases  these
components  and services on a purchase order basis,  does not carry  significant
inventories of these components and does not have any long-term supply contracts
with its sole source  vendors.  Although  the Company is  currently  identifying
potential alternative sources of these components,  its reliance on sole sources
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,  the  Company  would be  required  to
requalify the components  with each new vendor.  Any inability of the Company to
obtain  timely  deliveries  of  components  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  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.

         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


                                       13

<PAGE>


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.

         Reliance upon Growth of Wireless Services. Sales of power amplifiers to
wireless infrastructure  equipment suppliers have in the past accounted, and are
expected  in the  future to  account,  for  substantially  all of the  Company's
product sales. Demand for wireless infrastructure  equipment is driven by demand
for wireless  service.  Although demand for power amplifiers has grown in recent
years,  if demand for  wireless  services  fails to increase or  increases  more
slowly than the Company or its OEM customers currently anticipate, the Company's
business,  financial condition and results of operations would be materially and
adversely affected.

         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.  The Company's  principal  competitors in the
market for  wireless  amplification  products  provided  by  merchant  suppliers
currently include AML Communications,  Hewlett-Packard  Wireless  Infrastructure
Division,  Microwave Power Devices, NEC Corporation 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 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  14  United  States  patents,  and  has 27  United  States  patent
applications  pending,  including  three  that  have  been  allowed  but not yet
formally  issued.  The Company also has been awarded six foreign patents and has
eight 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.  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.
In the event that any third party makes a successful  claim  against the Company
or its  customers


                                       14

<PAGE>

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.

         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. 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.

         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.  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.

         Management of Growth;  Dependence on Key  Personnel.  The growth in the
Company's  business  has  placed,  and is  expected  to  continue  to  place,  a
significant strain on the Company's  personnel,  management and other resources.
The Company's ability to manage any future growth effectively will require it to
attract,  train,  motivate,  manage and retain new  employees  successfully,  to
integrate new  employees  into its overall  operations,  to retain the continued
service  of its  key  technical,  marketing  and  management  personnel,  and to
continue  to improve  its  operational,  financial  and  management  information
systems.  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 man 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 recently 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 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.


                                       15
<PAGE>


Liquidity and Capital Resources

         The Company has financed its growth through its initial public offering
of Common Stock in August 1994, a recent public  equity  offering in August 1997
and through private sales of equity securities,  capital equipment leases,  bank
lines of credit and cash flows from operations.  Cash provided by operations was
$2.0  million  for the six months  ended  September  28, 1997 while cash used by
operations in fiscal 1997 was $8.1 million.  The cash provided by operations for
the six  months  ended  September  28,  1997 was  principally  generated  by the
Company's profits over the six month period offset substantially by increases in
accounts  receivable and inventories  primarily  related to the Company's volume
growth in product  shipments.  The cash used by  operations  in fiscal  1997 was
principally for purchasing  inventory to support increased  production ramps for
increasing product shipment volumes.

         As of  September  28, 1997,  the Company had working  capital of $126.5
million  including  $94.6  million  in cash,  cash  equivalents  and  short-term
investments.  In  addition,  the Company has a revolving  line of credit of $6.0
million  with a bank secured by the  majority of the  Company's  assets which is
currently  in the  process  of being  renewed at a level of $10.0  million.  The
Company also has a $4.0 million term loan,  with the same bank, to be secured by
a portion of the Company's  capital  equipment assets as the loan is drawn down.
The Company  does not intend to renew the $4.0 million term loan when it expires
at the end of October 1997.  Under the terms of the master  agreement  governing
both of these credit  instruments,  the Company is required to maintain  certain
minimum working capital,  net worth,  profitability and other specific financial
ratios.  As of September  28,  1997,  the Company was in  compliance  with these
financial covenants. There were no borrowings outstanding against these lines of
credit as of September 28, 1997.

         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 September 28, 1997. 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 for its
future facilities expansion.

         Additions  to  property  and  equipment  were $7.7  million for the six
months  ended  September  28,  1997 and $16.3  million in fiscal  1997.  Capital
additions  for the first six months of fiscal 1998 included  manufacturing  test
equipment  and  production  equipment  required to support new product ramps and
increase  factory  capacity,  and research  and  development  test  equipment to
support various development projects.

         The Company  anticipates  spending  approximately  $18 million over the
next 12 months for capital additions primarily to support manufacturing capacity
requirements,  development  projects  and  facilities  expansion.  Based  on the
Company's current working capital  position,  the cash flows the Company expects
to generate from fiscal 1998  operations  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.


                                       16
<PAGE>

ITEM 4:  Submission of Matters to a Vote of Security Holders

         On July 31, 1997, the Company held its Annual  Meeting of  Shareholders
for which it solicited votes by proxy.  The following is a brief  description of
the matters  voted on at the meeting and a statement of the number of votes cast
for and against and the number of abstentions.

1.  Election of Garrett A.  Garrettson,  James A. Cole,  Martin  Cooper,  Robert
Wilson and Eric A.  Young as  directors  of the  Company  until the next  Annual
Meeting of Stockholders or until their successors are elected.



         NOMINEE                       IN FAVOR                WITHHELD
         -------                       --------                --------
         Garrettson, G. A             7,078,967                267,379
         Cole, J. A.                  7,078,951                267,295
         Young, E. A.                 7,077,305                268,941
         Wilson,  R. C.               7,073,971                272,275
         Cooper, M.                   7,075,905                270,341


2. The amendment of the 1994 Employee Stock Purchase Plan to increase the number
of shares of Common Stock reserved for issuance thereunder by 200,000 shares:


FOR:        3,693,443         AGAINST:  1,633,771     BROKER ABSTAIN:   49,156 
NON-VOTES:  2,930,791


3. The amendment of the 1994 Director  Option Plan to (i) increase the number of
shares of Common Stock reserved for issuance  thereunder by 60,000 shares,  (ii)
increase the size of the annual,  non  discretionary  grants thereunder to 5,000
shares per annum and (iii)  decrease  the rate at which the annual  grants  vest
from 8.34% per month to 2.08% per month:


FOR:        3,280,383         AGAINST:  2,020,401     BROKER ABSTAIN:   74,586 
NON-VOTES:  2,931,791


4. The  amendment  of the 1992  Stock Plan to  increase  the number of shares of
Common Stock reserved for issuance thereunder by 350,000 shares:


FOR:        3,330,432         AGAINST:  1,988,870     BROKER ABSTAIN:   57,168 
NON-VOTES:  2,930,691


                                       17


<PAGE>



5. The  ratification  of the appointment of KPMG Peat Marwick LLP as independent
accountants of the Company for the fiscal year ending March 31, 1998:


FOR:      7,293,308         AGAINST:  22,846          BROKER ABSTAIN:  30,092
NON-VOTES:  960,915


         At the Annual  Meeting of  Shareholders  scheduled for July 31, 1997, a
quorum was not present with respect to the proposal to  reincorporate  Spectrian
Corporation,  a California corporation ("Spectrian  California"),  as a Delaware
Corporation.  The Chairman of the Meeting, Garrett A. Garrettson,  made a motion
to adjourn the meeting until  September 11, 1997,  and such motion was passed by
majority  of the votes  present.  Notice of the date of the  adjourned  meeting,
September 11, 1997 was provided and the Annual Meeting of Shareholders held July
31, 1997 was recessed after  consideration of the other ballot items for which a
quorum was present.

         At  the  continuation  of  the  Annual  Meeting  of  Shareholders  held
September 11, 1997, Spectrian  California's  shareholders approved a proposal to
change Spectrian California's state of incorporation to Delaware from California
(the  "Reincorporation")  through a merger of Spectrian California with and into
its wholly owned subsidiary, Spectrian Corporation, a Delaware corporation:


FOR:        4,192,439         AGAINST:  894,611      BROKER ABSTAIN:   33,251
NON-VOTES:  3,186,860

                                       18

<PAGE>



ITEM 6:  Exhibits



      (a) Exhibits


          11.1 Statement regarding computation of net income (loss) per share
          27.1 Financial Data Schedule


                                       19
<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: November 3, 1997

                                         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)


                                       20