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

                                  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, 1996.

                                                      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)

               CALIFORNIA                         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 September 28, 1996 there were 8,167,239 shares of the Registrant's  Common
Stock outstanding.
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<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 -
               September 28, 1996 and March 31, 1996                        3

            Condensed consolidated statements of operations -
               three months and six months ended
               September 30, 1995 and September 28, 1996                    4

            Condensed consolidated statements of cash flows -
               three months and six months ended
               September 30, 1995 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                   9


PART II - Other Information

          ITEM 5 - Other Information                                       13

          ITEM 6 - Exhibits and Reports on Form 8-K                        14

             Signatures                                                    15

                                       2

<PAGE>

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

                                                        March 31,  September 28,
Assets                                                     1996         1996
                                                        --------   -------------
                                                                    (Unaudited)
Current Assets:
   Cash and cash equivalents                            $  1,163     $  4,205
   Short-term investments                                  3,002         ----
   Accounts receivable, less allowance for doubtful
      accounts of $339 and $352, respectively             11,980       10,209
   Inventories                                             7,229       10,217
   Prepaid expenses and other current assets                 420          469
                                                        ---------    ---------

        Total current assets                              23,794       25,100
   Property and equipment, net                            32,128       35,567
                                                        ---------    ---------

                                                        $ 55,922     $ 60,667
                                                        =========    =========

Liabilities and Shareholders' Equity

Current Liabilities:
   Bank borrowings and current portion of debt          $    ---     $  6,240
   Accounts payable                                        6,964        4,449
   Accrued liabilities                                     4,120        4,161
                                                        ---------    ---------

        Total current liabilities                         11,084       14,850

Debt obligations, net of current portion                    ----        5,680
                                                        ---------    ---------

        Total liabilities                                 11,084       20,530
                                                        ---------    ---------


Shareholders' Equity:
   Common Stock, no par value, 20,000,000 shares
      authorized; 8,014,525 and 8,167,239 shares
      issued and outstanding, respectively                51,956       52,859

   Deferred compensation expense                            (182)        (134)
   Unrealized gains on investments                             2         ----
   Accumulated deficit                                    (6,938)     (12,588)
                                                        ---------    ---------

     Total shareholders' equity                           44,838       40,137
                                                        ---------    ---------

                                                        $ 55,922     $ 60,667
                                                        =========    =========

The  accompanying  notes are an integral  part of these  condensed  consolidated
financial statements.

                                       3

<PAGE>

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

<CAPTION>
                                                     Three months ended             Six months ended
                                               September 30,  September 28,   September 30,  September 28,
                                              --------------  -------------   -------------  -------------
                                                      1995          1996             1995           1996
                                                      ----          ----             ----           ----
<S>                                                 <C>           <C>             <C>            <C>
Revenues:
   Product sales                                    $19,490       $22,005         $39,752        $31,565
   Non-recurring engineering revenues                 1,461           267           1,660            630
                                                -----------   -----------      ----------    ----------- 
                                                     20,951        22,272          41,412         32,195
                                                -----------   -----------      ----------    ----------- 
Costs and expenses:
   Cost of product sales                             12,682        16,639          25,692         25,130
   Research and development                           3,737         3,770           7,032          8,063
   Selling, general and administrative                2,094         1,946           4,152          4,325
                                                -----------   -----------      ----------    ----------- 
                                                     18,513        22,355          36,876         37,518
                                                -----------   -----------      ----------    ----------- 
        Operating income (loss)                       2,438           (83)          4,536         (5,323)

Interest income (expense), net                          229          (251)            596           (325)
                                                -----------   -----------      ----------    ----------- 

Income (loss) before income taxes                     2,667          (334)          5,132         (5,648)

Income tax expense                                      214             2             415              2
                                                -----------   -----------      ----------    ----------- 

Net income (loss)                                   $ 2,453       $  (336)        $ 4,717        $(5,650)
                                                ===========   ===========      ==========    =========== 


Net income (loss) per share                         $  0.29       $ (0.04)        $  0.57        $ (0.70)
                                                ===========   ===========      ==========    =========== 

Shares used in computing per
   share amounts                                     8 ,393         8,147           8,335         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 30,  September 28,
                                                                          -------------  -------------
                                                                            1995                1996
                                                                            ----                ----
<S>                                                                        <C>              <C>
Cash flows from operating activities:
  Net income (loss)                                                        $  4,717         $ (5,650)
  Adjustments to reconcile net income (loss) to net
    cash provided by (used for) operating activities:
      Depreciation and amortization                                           1,956            2,951
      Stock option compensation expense                                         102               48
      Tax benefit associated with stock options                                 402              ---
      Changes in operating assets and liabilities
         Accounts receivable                                                    409            1,771
         Inventories                                                           (565)          (2,988)
         Prepaid expenses and other assets                                     (301)             (49)
         Accounts payable                                                       (72)          (2,515)
         Accrued liabilities                                                    640               41
                                                                         ----------         -------- 
            Net cash provided by (used for) operating activities              7,288           (6,391)
                                                                         ----------         -------- 

Cash used for investing activities:
  Purchase of short-term investments                                        (10,692)            ----
  Proceeds from sale of short-term investments                                8,221            3,000
  Purchase of property and equipment                                        (13,862)          (6,390)
                                                                         ----------         -------- 
            Net cash used for investing activities                          (16,333)          (3,390)
                                                                         ----------         -------- 

Cash flows from financing activities:
  Proceeds from bank borrowings and debt                                       ----           12,000
  Repayments of debt obligations                                               ----              (80)
  Proceeds from sales of Common Stock, net                                      890              903
                                                                         ----------         -------- 
           Net cash provided by financing activities                            890           12,823
                                                                         ----------         -------- 

           Net increase (decrease) in cash and cash equivalents              (8,155)           3,042
           Cash and cash equivalents, beginning of period                     8,420            1,163
                                                                         ==========         ======== 
           Cash and cash equivalents, end of period                        $    265         $  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, 1996. 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, 1997, or any other future period.


NOTE 2: Balance Sheet Components

Balance sheet components are as follows:

                                               March 31,    September 28,
                                                 1996             1996
                                              -----------   -------------
                                                   (In thousands)
Inventories:
   Raw materials                                $  1,512       $  1,843
   Work in process                                 4,842          7,839
   Finished goods                                    875            535
                                              -----------   ------------
                                                $  7,229       $ 10,217
                                              ===========   ============

Property and equipment:
   Machinery and equipment                      $ 26,053       $ 31,449
   Land, building and improvements                15,682         16,330
   Furniture and fixtures                          1,342          1,449
   Leasehold improvements                            927            902
                                              -----------   ------------
                                                  44,004         50,130
   Less accumulated depreciation and
      amortization                                11,876         14,563
                                              -----------   ------------
                                                $ 32,128       $ 35,567
                                              ===========   ============

Accrued liabilities:
   Employee compensation and benefits           $  2,673       $  2,703
   Warranty                                          699            699
   Other accrued liabilities                         748            759
                                              -----------   ------------
                                                $  4,120       $  4,161
                                              ===========   ============

                                       6

<PAGE>

NOTE 3: Investments

The Company  accounts for  investments in accordance with Statement of Financial
Accounting  Standards No. 115,  "Accounting for Certain  Investments in Debt and
Equity Securities" ("FAS 115"). Under the provisions of FAS 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,  1996,  available-for-sale  securities  consisted  of  the
following:

                                            Unrealized   Unrealized    Estimated
                                  Cost         Gains       Losses     Fair Value
                               -------------------------------------------------
                                                  (In thousands)

Corporate debt securities        $4,037      $   -       $   -          $4,037
                               -------------------------------------------------
                                 $4,037      $   -       $   -          $4,037
                               -------------------------------------------------

As of September 28, 1996, these securities were classified as follows:

                                                                  (In thousands)

Cash equivalents                                                    $   4,037
Short-term investments                                                      -
                                                                    ------------
                                                                    $   4,037
                                                                    ------------

As of September 28, 1996, all securities held were due in less than one year.


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.

Non-recurring   engineering  revenues  relate  to  customer  funded  development
projects and are deferred and recognized upon completion of project  milestones.
The Company is under no  obligation to repay funds once related  milestones  are
achieved. Costs associated with such customer funded research and development of
$1,073,000  and  $413,000  for the three  months  ended  September  30, 1995 and
September 28, 1996,  respectively,  and  $2,025,000  and  $1,148,000 for the six
months  ended  September  30, 1995 and  September  28, 1996,  respectively,  are
included in research and development expense.


                                    7

<PAGE>

NOTE 5: Earnings Per Share Computation

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 at the fair market value (the treasury  stock  method).  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 earnings per share calculation.


NOTE 6: Bank Borrowings and Debt

In June 1996, the Company was extended a $6.0 million Term Loan,  secured by all
of the Company's real estate.  Under the terms of the  agreement,  which expires
June 2001,  the Company will make monthly  payments  against the loan based on a
25-year fixed  amortization  schedule,  plus interest at a rate equal to current
prime plus 3/4%.  Upon the June 2001  expiration,  all remaining  principal will
become  due and  payable.  Under  the terms of the  agreement,  the  Company  is
required to maintain certain minimum working capital, net worth,  profitability,
and other specific  financial  ratios. As of September 28, 1996, the Company was
in  conformance  with these  convenants.  This loan is  reflected in the Balance
Sheet as of September 28, 1996 as $240,000 current portion of debt  obligations,
with the remainder as a long term liability.

In July 1996, the Company used all $6,000,000 of its available revolving line of
credit.  Under the terms of the  agreement,  the Company is required to maintain
certain minimum working capital,  net worth,  profitability,  and other specific
financial  ratios. As of September 28, 1996, the Company was in conformance with
these convenants.




                                       8

<PAGE>

                      SPECTRIAN CORPORATION AND SUBSIDIARY

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


Overview

     Spectrian   provides   highly   linear   power   amplifiers   to   wireless
communications  infrastructure  original equipment  manufacturers  ("OEMs"). The
Company  designs,  manufactures,  and markets  single  carrier and  multicarrier
amplifiers  that  support  a  broad  range  of  worldwide   analog  and  digital
transmission standards, including AMPS, TDMA, CDMA, TACS, GSM and DCS-1800.

      Spectrian's customers include many of the world's largest manufacturers of
wireless infrastructure  equipment,  including Ericsson and Northern Telecom, as
well  as  other  equipment  manufacturers  in  emerging  wireless  markets.  The
Company's  revenues  are  derived  from a limited  number of OEM  customers  and
products.  In  recent  periods,  sales to the  Company's  major  customers  as a
percentage of total  revenues have  fluctuated  significantly.  During the three
months  ended   September  28,  1996,   Northern   Telecom   Limited  and  Matra
Communication, in which Northern Telecom has an equity investment, accounted for
67% and 10% of the Company's total revenues,  respectively. The concentration of
sales among a limited number of OEM customers,  in particular  Northern Telecom,
has  increased  the  volatility  of  the  Company's   revenues  and  results  of
operations.  The Company expects that it will continue to experience  volatility
in  customer  orders  and  requested  ship  rates  that are  inherent  in an OEM
business, but it is working to diversify its customer base to reduce this risk.

       The  Company's  business,  financial  condition and results of operations
have  been  materially  adversely  affected  in  the  past  by  the  failure  of
anticipated orders to materialize and by deferrals or cancellations of orders as
a result of changes in OEM  requirements.  In  addition,  growth in the cellular
market has slowed considerably from prior levels,  causing the Company's largest
customer to carry much lower  inventory  levels than in previous  periods.  This
softening demand from the Company's largest  customer,  as well as delays in the
availability for sale of new products,  and scrap and inefficiencies  associated
with introducing these new products into manufacturing,  have caused significant
revenue and net income  fluctuations during the current fiscal year. The Company
executed a reduction in force of approximately  10% of its regular and temporary
employees  during the three months  ended June 29,  1996,  which was intended to
lower operating costs without  significantly  impacting the Company's ability to
develop  new  products  or meet  future  production  requirements.  The  Company
incurred one-time costs of approximately  $300,000 in relation to this reduction
in force during the three months  ended June 29,  1996.  Results  during the six
months ended September 28, 1996 were impacted by redundant costs associated with
developing  the  Company's  new 4-inch wafer  fabrication  facility  while still
maintaining its 3-inch facility for wafer production.  The Company expects these
redundant  costs to continue until the fourth  quarter of fiscal 1997,  when the
full qualification of the 4-inch wafer fabrication  facility is anticipated.  In
addition,  the Company incurred  significant  manufacturing costs during the six
months ended September 28, 1996, primarily due to inefficiencies associated with
the transition of several new products from development into production.

     Spectrian  pursues a strategy of vertical  integration of its manufacturing
process,  and expends significant  resources for research and development in all
aspects  of the  design  of power  amplification  products.  In order to  offset
declining  average sales prices and improve gross margins,  the Company believes
that it must develop new  products  that can be sold at higher  average  prices.
Significant  delays  in  the  release  of  these  new  products  coming  out  of
development,  as well as the inherent high costs associated with introducing new
products into manufacturing, have had an adverse impact on the Company's results
of operations, and will continue to have a similar impact as future products are
introduced.


                                       9
<PAGE>

Results of Operations

Three Month and Six Month Periods Ended September 30, 1995 and 
September 28, 1996

Revenues.  The Company  generates  product  sales revenue from the sale of power
amplifiers  to OEMs in cellular  and other  markets,  as well as from  amplifier
repair  and  service.  A portion of the  Company's  revenues  is also  generated
through non-recurring engineering ("NRE") revenues, which represent funding from
the Company's OEM customers  for specific  development  projects.  The Company's
revenues  increased by 6% from $20.9 million in the three months ended September
30,  1995 to $22.3  million  in the  three  months  ended  September  28,  1996,
primarily due to increased shipments of multicarrier and Personal Communications
Services  ("PCS")  CDMA  amplifiers  as well as  increases  in sales of existing
cellular amplifier products.  The Company's revenues decreased by 22% from $41.4
million in the six months ended  September  30, 1995 to $32.2 million in the six
months ended  September 28, 1996,  primarily due to the softening  demand by the
Company's  largest  customer and the delays in the  availability for sale of new
products that occurred in the three month period ending June 29, 1996.

    The Company's  revenues are derived  primarily  from a limited number of OEM
customers  and  products.  During the three  months  ended  September  28, 1996,
Northern Telecom Limited and Matra Communication,  in which Northern Telecom has
an equity investment,  accounted for 67% and 10% of revenues,  respectively.  If
the Company were to lose a major OEM customer,  in particular  Northern Telecom,
or if orders by a major OEM customer were to otherwise  decrease,  the Company's
business,  financial  condition  and results of  operations  would be materially
adversely affected.


Cost  of  Product  Sales.  Cost  of  product  sales  consists  primarily  of raw
materials,  RF transistor  fabrication costs, amplifier assembly and test costs,
overhead and warranty  costs,  and does not include costs incurred in connection
with NRE  revenues.  The Company's  cost of product sales  increased by 31% from
$12.7  million in the three months ended  September 30, 1995 to $16.6 million in
the three months ended  September 28, 1996.  The Company's cost of product sales
decreased by 2% from $25.7 million in the six months ended September 30, 1995 to
$25.1 million in the six months ended September 28, 1996.

    Gross margin on product sales  decreased  from 35% in the three month period
ended  September  30, 1995 to 24% in the three month period ended  September 28,
1996,  primarily due to  inefficiencies,  scrap and high  material  costs on new
products coming out of development into production. The cost of scrapping wafers
and transistors for the Company's  newer products was  particularly  high during
the period and was exacerbated by the Company's  continued reliance on its older
3-inch wafer fabrication facility for production.  Gross margin on product sales
decreased  from 35% in the six month period ended  September  30, 1995 to 20% in
the six month period ended September 28, 1996,  primarily due to  inefficiencies
and  high  material  costs  on  new  products  coming  out of  development  into
production,  as well as fixed overhead costs that were spread over lower revenue
during the three month period ended June 29, 1996.

    Despite the focus on designing products for  manufacturability,  the Company
has  experienced  high  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,  particularly  with regard to the large number of new products  coming
out of development into production.  The Company's high manufacturing costs have
historically  had a  material  adverse  effect on gross  margins.  Although  the
Company has initiated actions to reduce its manufacturing  costs,  including the
development of a new 4-inch wafer fabrication  facility,  any failure to achieve
these reductions could have a material adverse effect on the Company's business,
financial condition and results of operations.

Research and Development.  Research and development expenses include the cost of
designing, developing or cost reducing amplifiers and RF transistors,  including
the cost associated with NRE revenues.  NRE funding  received from OEM customers
may be  greater  or less  than  the  related  development  costs.  Research  and
development  also includes the expenses  associated with the design and start up
expenses of the Company's new 4-inch wafer fabrication facility.

                                       10

<PAGE>

   The Company's  research and development  expenses were a relatively  constant
$3.7  million in the three  months  ended  September  30, 1995  compared to $3.8
million in the three  months  ended  September  28, 1996.  This  virtually  flat
spending in research  and  development  spending is  attributable  to  increased
spending on development of the Company's 4-inch wafer  fabrication  facility and
semiconductor  research  and  development,  partially  offset by  reductions  in
engineering  administration  headcount.  The Company's  research and development
expenses  increased by 15% from $7.0  million in the six months ended  September
30,  1995 to $8.1  million in the six  months  ended  September  28,  1996.  The
increase in research  and  development  spending is  attributable  to  increased
spending on  development  of the Company's  4-inch wafer  fabrication  facility,
research costs associated with the advanced development  laboratory in Tennessee
and increased spending on semiconductor research and development.

     Research and  development  expenses as a percentage  of revenues  decreased
from 18% in the  three  months  ended  September  30,  1995 to 17% for the three
months ended September 28, 1996,  reflecting virtually flat expenses spread over
increased  revenues.  Research  and  development  expenses  as a  percentage  of
revenues  increased  from 17% in the six months ended  September 30, 1995 to 25%
for the six months  ended  September  28,  1996.  The  increase in research  and
development spending as a percentage of revenues reflects the Company's decision
to continue the  investment in product  development,  despite the lower revenues
during the three month period ended June 29, 1996.

Selling,  General  and  Administrative.   Selling,  general  and  administrative
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  selling,
general and  administrative  expenses  decreased  by 7% from $2.1 million in the
three months ended  September 30, 1995 to $1.9 million in the three months ended
September  28,  1996,  primarily  due to reduced  administrative  headcount  and
related compensation. The Company's selling, general and administrative expenses
increased by 4% from $4.2 million in the six months ended  September 30, 1995 to
$4.3  million in the six months  ended  September  28,  1996,  primarily  due to
increases in the  Company's  sales force and outside  services  for  information
systems support,  partially offset by lower administrative headcount and related
compensation.

    Selling,  general and  administrative  expenses as a percentage  of revenues
decreased  from 10% in the three months ended  September  30, 1995 to 9% for the
three months ended September 28, 1996 reflecting  virtually flat expenses spread
over  increased  revenues.  Selling,  general and  administrative  expenses as a
percentage of revenues  increased from 10% in the six months ended September 30,
1995 to 13% for the six months ended  September  28, 1996  reflecting  virtually
flat expenses spread over decreased revenues.

Interest Income  (Expense),  Net. Net interest income for the three months ended
September 30, 1995 was $229,000 compared to net interest expense of $251,000 for
the three  months ended  September  28,  1996.  Net interest  income for the six
months ended September 30, 1995 was $596,000 compared to net interest expense of
$325,000  for the six months  ended  September  28,  1996.  The change  from net
interest  income to net  interest  expense from period to period was a result of
the Company's lower cash balances and the interest associated with incurring $12
million of debt during fiscal 1997.

Income Taxes.  The Company  recorded a provision of $214,000 for the three month
period ended  September 30, 1995 compared to an income tax expense of $2,000 for
the three month period ended September 28, 1996, reflecting the payment of State
of  California  tax filing fees. No other tax provision was made due to the loss
in the current period.  The September 30, 1995 effective tax rate of 8% reflects
the use of net operating loss carryforwards.  At March 31, 1996, the Company had
federal and state net operating loss carryforwards for tax reporting purposes of
approximately  $25.0  million  and $9.0  million,  respectively.  The  Company's
ability to use its net operating loss  carryforwards  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.


                                       11
<PAGE>

Variability of Operating Results. The Company's quarterly operating results have
in the  past,  and will in the  future,  vary  significantly  due to a number of
factors,  including  the  timing,  cancellation,  or  rescheduling  of  customer
shipments;  the timing and level of NRE revenues;  variations  in  manufacturing
efficiencies  and  costs;  the  narrow  supply  line  from the  Company's  wafer
fabrication  facility;  changes in the mix of products  having  differing  gross
margins;  average  sales  prices;  competitive  factors;  the long sales  cycles
associated  with the Company's  customer-specific  products;  development  risks
associated  with the  introduction  of new products  that  comprise  much of the
Company's future sales; and variations in product development or other operating
expenses.  In the near term,  operating  results  may be  adversely  affected by
continuing  delays in the availability for sale of the Company's new products or
by any failure to meet acceptable wafer  production  levels during the Company's
transition from its current 3-inch wafer fabrication  facility to the new 4-inch
wafer fabrication facility currently nearing completion.


Liquidity and Capital Resources

        Cash  provided by  operations  was $7.3 million for the six months ended
September 30, 1995 compared to cash used for  operations of $6.4 million for the
six months ended September 28, 1996. The decrease in cash provided by operations
in the six months ended September 28, 1996 primarily  related to the decrease in
profitability over the comparable period of the prior year, as well as increases
in inventory and payments for capital purchases.

       As of  September  28,  1996,  the Company  had  working  capital of $10.3
million, including $4.2 million in cash and cash equivalents.  The Company has a
revolving  line of  credit  with a bank,  secured  by  substantially  all of the
Company's  assets.  Under the terms of the agreement,  which expires March 1997,
the Company is required to maintain certain minimum working capital,  net worth,
profitability,  and other specific financial ratios and prohibits the payment of
cash dividends  without the prior written consent of the lender. As of September
28, 1996, the Company was in conformance with these convenants and the revolving
line of credit was fully utilized.

       In June 1996, the Company was extended a $6.0 million Term Loan,  secured
by all of the Company's  real estate.  Under the terms of the  agreement,  which
expires June 2001, the Company will make monthly payments against the loan based
on a 25-year  fixed  amortization  schedule,  plus  interest  at a rate equal to
current prime plus 3/4%. Upon the June 2001 expiration,  all remaining principal
will become due and payable.  Under the terms of the  agreement,  the Company is
required to maintain certain minimum working capital, net worth,  profitability,
and other specific  financial  ratios. As of September 28, 1996, the Company was
in conformance with these convenants.

       Additions to property and equipment in the six months ended September 30,
1995 were $13.9  million.  Additions to property and equipment were $6.4 million
in the six months ended September 28, 1996, including $3.0 million for equipment
and construction for the Company's new 4-inch wafer fabrication facility.

      The Company expects capital  additions for the remainder of fiscal 1997 to
be  approximately  $6 million,  primarily for test equipment for  manufacturing.
Based on the  Company's  current  working  capital,  expected cash flows and the
Company's  debt  capacity,  the Company  believes that  sufficient  cash will be
available to meet the Company's needs through at least the next twelve months.

      In connection with the operation of American  Microwave  Technology,  Inc.
("AMT"), the Company's wholly-owned subsidiary located in Brea, California,  the
Company occupies  approximately  14,400 square feet of a facility  pursuant to a
lease which expired in July 1996 and was  subsequently  renewed until  September
30, 1997.

    This Management Discussion and Analysis contains forward-looking  statements
that are subject to risks and uncertainties.  The Company's results could differ
materially based on various factors including, without limitation,  cancellation
or deferral of customer orders,  the timely development and market acceptance of
new products, particularly the second generation multicarrier product, continued
growth in wireless  communications,  including  new PCS wireless  networks,  the
ability to  manufacture  new or  existing  products  in  sufficient  quantity or
quality,  or economic  conditions.  Further  information  on factors which could
affect the Company's financial results are included in the Company's 1996 Annual
Report on Form 10-K.


                                       12
<PAGE>

ITEM 5: Other Information

    On October 23, 1996, David S. Wisherd resigned his position as the Company's
Chairman  of the Board of  Directors  and Chief  Technology  Officer in order to
pursue  personal  interests.  He will  continue  as a part time  employee of the
Company  and  intends  to remain  actively  involved  in the  Company's  product
development and corporate strategies. His successor as the Company's Chairman of
the Board of Directors has not yet been appointed.



                                       13

<PAGE>

ITEM 6: Exhibits and Reports on Form 8-K

        (a)Exhibits

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

        (b)Reports on Form 8-K

           The  Company  did not file any  reports  on Form 8-K during the three
months ended September 28, 1996.




                                       14

<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 1, 1996

                      SPECTRIAN CORPORATION
                      (Registrant)



                      /S/ EDWARD A. SUPPLEE, JR.
                      -----------------------------------
                      Edward A. Supplee, Jr.
                      Executive Vice President, Finance and Administration,
                         Chief Financial Officer and Secretary
                      (Principal Financial and Accounting Officer)


                                       15

<PAGE>

INDEX TO EXHIBITS



EXHIBITS


11.1    Statement regarding computation of net income (loss) per share

27.1    Financial Data Schedule


                                       16