<PAGE>


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

                          AMENDMENT NO. 2 TO FORM 10-K

                                       ON

                                   FORM 10-K/A
 (Mark One)
[X]      ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                                    SECURITIES ACT OF 1934

For the fiscal year ended December 31, 1998 [ X ]

                                       OR

[  ]     TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OR THE
                                    SECURITIES ACT OF 1934

For the transition period from  .................... to .....................

                         Commission file number 0-12489

                              SPECTRAN CORPORATION
    ...........................................................................
           (Exact name of the registrant as specified in its charter)

         Delaware                                           04-2729372
 .....................................                   .................
  State or other jurisdiction of                         (I.R.S. Employer
  incorporation or organization                        Identification No.)

50 Hall Road, Sturbridge, Massachusetts                       01566
 .........................................               .................
   (Address of Principal Executive Offices)                      (Zip Code)

Registrant's telephone number, including area code   (508) 347-2261

Securities registered pursuant to Section 12(b) of the Act:
                                                    Name of each exchange on
    Title of each class                                 which registered

         None                                            Not Applicable
    ...................                            .........................


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

                          Common Stock, $.10 par value
 ................................................................................

                               (Title of class)

     Indicate  by check mark  whether the  registrant  (1) has filed all reports
required to be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of
1934  during  the  preceding  12 months  (or for such  shorter  period  that the
registrant was required to file such reports),  and (2) has been subject to such
filing requirements for the past 90 days. Yes: X No: __

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

<PAGE>

15 - Acquisitions/Joint Venture

a) Applied Photonic Devices, Inc.

         On May 23, 1995 the Company purchased all the outstanding capital stock
of Applied  Photonic  Devices,  Inc.  ("APD")  for cash and common  stock  worth
approximately $3.9 million. The Company also retired  approximately  $600,000 of
APD bank debt.  The purchase  method of  accounting  was used and the results of
operations of APD are included in the consolidated financial statements from May
23,  1995.  Goodwill of $3.3  million  resulted  from the purchase and was being
amortized over 15 years. Amortization expense amounted to $217,000 in 1996.

         In  December  1996,  the Company  announced  the  formation  of General
Photonics,  a 50-50 joint venture between the Company and General Cable. General
Cable purchased  certain assets of the Company's optical fiber cable subsidiary,
APD,  for  approximately  $5.8  million  and then  contributed  them to  General
Photonics for a 50% equity  interest.  APD contributed  its remaining  assets to
General  Photonics  in  exchange  for its 50% equity  interest.  The net assets,
including  goodwill,  of General Photonics totaled $10.2 million at December 31,
1996.  The Company  accounts  for its  interest in the joint  venture  under the
equity  method  and  no  gain  or  loss  was  recognized  as a  result  of  this
transaction.

b) General Photonics, LLC.

         The following is  summarized  financial  information  for the Company's
joint venture.


                                           1998                     1997
                                           ----                     ----

       Currents Assets                  $ 4,600               $    7,006
       Other Assets                       4,480                    3,908
       Current Liabilities                1,853                    1,640

       Total Revenues                   $ 9,507               $   12,583
       Net Income                       $(2,047)              $     (708)

         The  following  pro forma  statement of  operations  for the year ended
December  31,  1996  presents  the results of  operations  as if the Company had
entered into the joint venture as of January 1, 1996 (in thousands):

Statement of Operations (unaudited)
                                                                       1996
                                                                      ------
            Sales                                                    $51,413
          Net Income                                                  $3,716
                                                                      ------
          Net income per Share of Common Stock                         $ .63
                                                                       =====



<PAGE>


17 - Quarterly Financial Information (unaudited)
In thousands of dollars except per share data

<TABLE>

Quarters                                         First            Second          Third            Fourth
---------------------------------------------  -----------      -----------    ------------    -------------

1998
<S>                                              <C>              <C>             <C>             <C>
Net Sales (See A)                                $15,112          $16,358         $19,288         $20,098
Gross Profit                                       5,111            2,553           5,414           5,801
Net Income                                           864           (1,393)            504             536
Earnings per Common
   Share-Basic                                      (.20)             .07             .08             .12
Earnings per Common
   Share-Diluted                                    (.20)             .07             .08             .12

1997
Net Sales                                        $16,228          $15,881         $15,638         $14,310
Gross Profit                                       6,542            5,777           4,795           6,162
Net Income                                         1,122            1,151           1,239           1,330
Earnings per Common
   Share-Basic                                       .18              .19             .17             .18
Earnings per Common
   Share-Diluted                                     .17              .18             .16             .17
</TABLE>

A)   Due to a change in accounting  treatment of certain fiber sales,  sales and
     cost of  sales  for the  first  three  quarters  of 1998  were  reduced  by
     $115,000, $674,000 and $775,000, respectively. This change had no effect on
     previously reported net income or earnings per share.



<PAGE>


                                    SIGNATURE

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


                                                       SPECTRAN CORPORATION
                                                           (Registrant)

Dated:  November 30, 1999                     /s/Charles B. Harrison
                                              ---------------------------
                                              Charles B. Harrison
                                              President,
                                              Chief Executive Officer and
                                              Chairman of the Board of Directors



<PAGE>




[Deloitte & Touche Letterhead]   _______________________________________________
                                 Deloitte & Touche LLP Telephone: (617) 437-2000
                                 200 Berkeley Street   Facsimile: (617) 437-2111
                                 Boston, Massachusetts 02116-5022




INDEPENDENT AUDITORS' REPORT


To the Board of Directors
General Photonics, LLC:

We have audited the  accompanying  balance sheets of General  Photonics,  LLC (a
joint venture) as of December 31, 1998 and 1997,  and the related  statements of
operations,  partners'  equity,  and cash flows for the year ended  December 31,
1998 and for the  period  from  December  23,  1996 (date of  incorporation)  to
December 31, 1997. These financial  statements are the responsibility of General
Photonics,  LLC's  management.  Our  responsibility  is to express an opinion on
these financial statements based on our audits.

We  conducted  our  audits  in  accordance  with  generally   accepted  auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing the  accounting  principles  used and  significant  estimates  made by
management,  as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our  opinion,  such  financial  statements  present  fairly,  in all material
respects, the financial position of General Photonics,  LLC at December 31, 1998
and 1997, and the results of its operations,  its partners'  equity and its cash
flows for the year ended  December 31, 1998 and for the period from December 23,
1996 (date of  incorporation)  to December 31, 1997 in conformity with generally
accepted accounting principles.

The accompanying  financial statements for the year ended December 31, 1998 have
been prepared  assuming that the Joint Venture will continue as a going concern.
As  discussed  in  Note 3 to  the  financial  statements,  the  Joint  Venture's
recurring  losses,  the  demand  notes due the Joint  Venture  partners  and its
dependence on its Joint  Venture  partners as both sources of funding and as key
suppliers/customers,  raise substantial doubt about its ability to continue as a
going concern. Management's plans concerning these matters are also described in
Note 3. The  financial  statements  do not  include any  adjustments  that might
result from the outcome of this uncertainty.

As  described  in Note 3, the Joint  Venture is  dependent on its partners for a
majority of its sales, its inventory  purchases,  its support activities and its
short-term  cash flow  needs.  The  accompanying  financial  statements  may not
necessarily  be  indicative  of the  conditions  that would have  existed or the
results of operations  had the Joint  Venture been  operated as an  unaffiliated
entity.



/s/ Deloitte & Touche LLP

February 16, 1999