SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                          AMENDMENT NO. 1 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 Identification No.)
     incorporation or organization

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              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.

         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
                                                                        =======

b) General Photonics, LLC.

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

                                            1998                          1997
                                            ----                          ----

       <S>                               <C>                            <C>
       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)
</TABLE>



<PAGE>


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

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>


                                   SIGNATURES

"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:

     June 30, 1999                            /s/Charles B. Harrison
                                              Charles B. Harrison
                                              President,
                                              Chief Executive Officer and
                                              Chairman of the Board of Directors




<PAGE>
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.



February 16, 1999

<PAGE>
GENERAL PHOTONICS, LLC (A Joint Venture)

BALANCE SHEETS
DECEMBER 31, 1998 AND 1997
--------------------------------------------------------------------------------

<TABLE>

<S>                                                                                                <C>                   <C>
ASSETS                                                                                                 1998                  1997

CURRENT ASSETS:
  Cash                                                                                              $ 924,234            $  622,627
  Accounts receivable - Joint Venture Partners                                                        913,297             1,292,590
  Accounts receivable - trade  (net of allowance for doubtful accounts
     of $214,000 and $367,000 in 1998 and 1997, respectively)                                         246,363               231,511
  Inventories                                                                                       2,487,561             4,845,334
  Other current assets                                                                                 28,778                13,869
                                                                                                  -----------            ----------

           Total current assets                                                                     4,600,233             7,005,931

PLANT AND EQUIPMENT, Net                                                                            1,970,252             1,188,511

GOODWILL, Net of accumulated amortization of $433,999 and  $215,999
in 1998 and 1997, respectively                                                                      2,477,565             2,695,565

OTHER NONCURRENT ASSETS                                                                                31,749                23,719

TOTAL ASSETS                                                                                      $ 9,079,799          $ 10,913,726
                                                                                                 ============          ============


LIABILITIES AND PARTNERS' EQUITY

CURRENT LIABILITIES:
  Notes payable to Joint Venture partners                                                           $ 650,000            $  400,000
  Accounts payable -Joint Venture Partners                                                            560,323               274,480
  Accounts payable - trade                                                                            340,666               708,204
  Accrued payroll                                                                                     207,226               235,606
  Accrued liabilities                                                                                  95,709                22,089
                                                                                                -------------            ----------

           Total current liabilities                                                                1,853,924             1,640,379

PARTNERS' EQUITY                                                                                    7,225,875             9,273,347
                                                                                                  -----------           -----------

TOTAL LIABILITIES AND PARTNERS' EQUITY                                                            $ 9,079,799          $ 10,913,726
                                                                                                  ===========          ============

See notes to financial statements.
</TABLE>




<PAGE>
                                                                  Exhibit 10.122

                    GENERAL PHOTONICS, LLC (A Joint Venture)

                            STATEMENTS OF OPERATIONS
                        YEAR ENDED DECEMBER 31, 1998 AND
                     PERIOD FROM DECEMBER 23, 1996 (DATE OF
                      INCORPORATION) TO DECEMBER 31, 1997


<TABLE>

                                                                                         1998               1997

<S>                                                                                   <C>                <C>
SALES:
  Joint Venture Partners                                                              $ 8,184,940        $ 7,809,691
  Other                                                                                 1,322,134          4,773,628
                                                                                      -----------         ----------

            Total sales                                                                 9,507,074         12,583,319

COST OF SALES                                                                           9,085,011         10,549,476
                                                                                      -----------         ----------

GROSS PROFIT                                                                              422,063          2,033,843

SELLING, GENERAL AND ADMINISTRATIVE EXPENSES                                            2,425,468          2,724,792
                                                                                      -----------         ----------

OPERATING LOSS                                                                         (2,003,405)          (690,949)

INTEREST EXPENSE                                                                          (44,067)           (17,000)
                                                                                      -----------         ----------

NET LOSS                                                                              $(2,047,472)      $   (707,949)
                                                                                      ===========       ============
</TABLE>


See notes to financial statements.



<PAGE>


                    GENERAL PHOTONICS, LLC (A Joint Venture)

                         STATEMENTS OF PARTNERS' EQUITY
                        YEAR ENDED DECEMBER 31, 1998 AND
                     PERIOD FROM DECEMBER 23, 1996 (DATE OF
                      INCORPORATION) TO DECEMBER 31, 1997


<TABLE>

                                                                               General            Applied
                                                                                Cable             Photonic
                                                                              Industries       Devices, Inc.          Total


<S>                                                                          <C>                <C>               <C>
PERCENTAGE INTEREST                                                              50%                50%               100%

DECEMBER 23, 1996 (Date of incorporation)                                    $       --         $        --       $       --

  Contribution of assets                                                      5,900,891           4,080,405        9,981,296

  Net loss for the period from December 23, 1996 (date of
    incorporation) to December 31, 1997                                        (353,975)           (353,974)        (707,949)
                                                                              ---------          ----------       ----------

DECEMBER 31, 1997                                                             5,546,916           3,726,431        9,273,347

  Net loss for the year ended December 31, 1998                              (1,023,736)         (1,023,736)      (2,047,472)
                                                                             ----------         -----------       ----------

DECEMBER 31, 1998                                                           $ 4,523,180         $ 2,702,695      $ 7,225,875
                                                                             ===========        ===========      ===========


See notes to financial statements.
</TABLE>



<PAGE>


                    GENERAL PHOTONICS, LLC (A Joint Venture)

                            STATEMENTS OF CASH FLOWS
                        YEAR ENDED DECEMBER 31, 1998 AND
                     PERIOD FROM DECEMBER 23, 1996 (DATE OF
                      INCORPORATION) TO DECEMBER 31, 1997


<TABLE>

                                                                                                  1998                 1997

<S>                                                                                       <C>                   <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net loss                                                                                $   (2,047,472)       $   (707,949)
  Adjustments to reconcile net loss to net cash provided by
    operating activities:
      Depreciation and amortization                                                              528,242             431,573
      Loss on sale of equipment                                                                    1,498                  --
      Changes in operating assets and liabilities:
        Accounts receivable, trade                                                               (14,852)          2,090,192
        Accounts receivable - Joint Venture Partners                                             379,293          (1,292,590)
        Inventories                                                                            2,357,773            (723,263)
        Other assets                                                                             (22,939)             19,014
        Accounts payable and accrued expenses                                                   (322,298)            377,434
        Accounts payable - Joint Venture Partners                                                285,843             274,480
                                                                                           -------------        ------------

            Net cash provided by operating activities                                          1,145,088             468,891
                                                                                           -------------        ------------

CASH FLOWS FROM INVESTING ACTIVITIES:
   Purchases of equipment                                                                     (1,101,481)           (446,264)
   Proceeds from sale of equipment                                                                 8,000                  --
                                                                                           -------------         -----------

            Net cash used in investing activities                                             (1,093,481)           (446,264)
                                                                                           -------------        ------------

CASH FLOWS FROM FINANCING ACTIVITIES:
  Proceeds from demand notes payable to Joint Venture Partners                                   250,000             400,000
  Contribution of cash by Joint Venture Partners                                                      --             200,000
                                                                                           -------------        ------------

            Net cash provided by financing activities                                            250,000             600,000
                                                                                           -------------        ------------

INCREASE IN CASH                                                                                 301,607             622,627

CASH, BEGINNING OF PERIOD                                                                        622,627                  --

CASH, END OF PERIOD                                                                         $    924,234       $     622,627
                                                                                            ============       =============
</TABLE>

See notes to financial statements.


<PAGE>
                    GENERAL PHOTONICS, LLC (A Joint Venture)

                         NOTES TO FINANCIAL STATEMENTS
         YEAR ENDED DECEMBER 31, 1998 AND PERIOD FROM DECEMBER 23, 1996
                  (DATE OF INCORPORATION) TO DECEMBER 31, 1997
--------------------------------------------------------------------------------


1.    BASIS OF PRESENTATION

      General   Photonics,   LLC  (the  "Joint  Venture")  is  a  joint  venture
      incorporated on December 23, 1996 between General Cable Industries ("GCI")
      (a wholly owned subsidiary of General Cable Corporation ("General Cable"))
      and Applied Photonic  Devices,  Inc. ("APD") (a wholly owned subsidiary of
      SpecTran Corporation ("SpecTran")) with each owning a fifty percent equity
      interest  in  the  Joint  Venture.   The  Joint  Venture  engages  in  the
      development,  design,  manufacture and marketing of fiber-optic  cable for
      the communication and electrical  markets. At December 31, 1998, the Joint
      Venture operated one  manufacturing  facility in the state of Connecticut,
      which also included the Joint Venture's corporate office.

      The Joint Venture is also provided certain  administrative,  technical and
      marketing support by the Joint Venture partners under services and support
      agreements  and  has  been  dependent  on  its  partners  to  finance  its
      operations.  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.

2.    SIGNIFICANT ACCOUNTING POLICIES

      Revenue  Recognition - Revenue is generally  recognized when shipments are
      made or when title and risk of loss passes to the customer.

      Inventories - Inventories are stated at the lower of cost or market value,
      cost being determined using the first-in, first-out method.

      Goodwill - Goodwill  associated  with the assets  contributed to the Joint
      Venture is recorded at its  carryover  basis and is being  amortized  on a
      straight-line  basis over its remaining life of twelve and one-half years.
      The Joint  Venture  evaluates  the carrying  value of goodwill  based upon
      current and  anticipated  operations  and  undiscounted  cash  flows,  and
      recognizes an impairment  when it is probable that such  estimated  future
      net  income  and/or  cash flows  will be less than the  carrying  value of
      goodwill.  Measurement of the amount of impairment,  if any, is based upon
      the difference between carrying value and estimated fair value.

      Plant and Equipment - Plant and equipment contributed to the Joint Venture
      have been  recorded at its carryover  basis from APD.  Plant and equipment
      acquired   subsequent   to  December   23,  1996  are  recorded  at  cost.
      Depreciation is provided using the straight-line method over the remaining
      useful lives of the related assets as follows:

                                                        Years
          Leasehold improvements                   Remaining life of leases
          Machinery and equipment                  1-5 years
          Other                                    1-5 years


<PAGE>

2.    SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
      Concentration  of Credit Risk - The Joint  Venture sells a majority of its
      product  through GCI, and as a result,  a majority of the Joint  Venture's
      trade  receivables are due from GCI. Sales to GCI approximated 86% and 62%
      of total  sales for the year ended  December  31,  1998 and for the period
      from December 23, 1996 to December 31, 1997,  respectively,  and comprised
      77% and 83% of net  accounts  receivable  at  December  31, 1998 and 1997,
      respectively.

      Use of Estimates - The  preparation of financial  statements in conformity
      with generally accepted accounting  principles requires management to make
      estimates and assumptions  that affect the reported  amounts of assets and
      liabilities  at the  date of the  financial  statements  and the  reported
      amounts of revenues  and  expenses  during the  reporting  period.  Actual
      results could differ from those estimates.

      Income Tax Status - The Joint Venture has claimed  special tax status as a
      limited liability corporation.  Under present income tax regulations,  the
      Joint  Venture pays no federal or state income tax. Any income or loss for
      tax  purposes  is  included  in the tax  returns  of the  Joint  Venture's
      partners.

      New  Accounting  Pronouncements  - On January 1, 1998,  the Joint  Venture
      adopted the  provisions  of  Statement of  Financial  Accounting  Standard
      ("SFAS") No. 130,  "Reporting  Comprehensive  Income."  Statement  No. 130
      requires the reporting of  comprehensive  income in addition to net income
      from  operations.  Comprehensive  income  is a  more  inclusive  financial
      reporting  methodology  that  includes  disclosure  of  certain  financial
      information  that  historically has not been recognized in the calculation
      of net income.  Comprehensive  income encompasses all changes in partners'
      capital (except those arising from transactions with partners).  The Joint
      Venture  had no other  components  of  comprehensive  income.  As this new
      standard only requires additional information in the financial statements,
      it does not affect the Joint  Venture's  financial  position or results of
      operations.

      In June 1998, the Financial Accounting Standards Board (the "FASB") issued
      SFAS  No.  133,   "Accounting  for  Derivative   Instruments  and  Hedging
      Activities,"  which the  Joint  Venture  is  required  to adopt  effective
      January 1, 2000. SFAS No. 133 will require the Joint Venture to record all
      derivatives on the balance sheet at fair value. The impact of SFAS No. 133
      on the Joint  Venture's  financial  statements will depend on a variety of
      factors,  including future  interpretative  guidance from the FASB and the
      extent  of  the  Joint  Venture's   derivative   instruments  and  hedging
      activities.

      Reclassifications  - Certain amounts within the 1997 financial  statements
      have been reclassified to conform with the presentation in 1998.

3.       FUNDING OF OPERATIONS

      As shown in the  financial  statements,  the Joint  Venture  incurred  net
      losses of $2,047,472 and $707,949 for the year ended December 31, 1998 and
      the period from December 23, 1996 to December 31, 1997, respectively.  The
      Joint  Venture's  operating  losses and  working  capital  needs have been
      funded  principally  by the initial  capital  infusion  and loans from the
      Joint  Venture  partners.  As  discussed  in Note 10,  the  Joint  Venture
      purchases a substantial  portion of its inventory  from one of the venture

<PAGE>

      partners and sells and distributes its products  through its other venture
      partner.  Such transactions are solely in the control of the Joint Venture
      partners since the purchase and sale obligations are not contractual as to
      amounts.  In addition,  the Joint  Venture  partners have not committed to
      continue  funding the losses of the Joint Venture,  nor have they asserted
      that existing short-term loans will not be called.

      During  1998,  management  took a series of steps to reduce  expenses  and
      inventory  levels and restructure  operations in response to a downturn in
      the  fiber-optic  industry.  This  resulted  in cash flow  from  operating
      activities  of  $1,145,088  for 1998.  Management  will continue to reduce
      expenses and inventory levels in 1999. This inventory  reduction,  coupled
      with  preliminary  projections  of orders  from one of its  Joint  Venture
      partners and third  parties,  leads  management  to conclude that positive
      cash  flow  will  result  from  operations.  These  projections  exclude a
      reduction of cash flows  associated with the demand notes due to the Joint
      Venture partners.

      As a result of these steps,  management  believes  that the Joint  Venture
      will have sufficient capital to fund operations through December 31, 1999.
      However,  given  the  above-mentioned  dependence  on  the  Joint  Venture
      partners,  the  outstanding  demand  notes  due to the  partners,  and the
      uncertainty  concerning  the  intentions  of the partners  relative to the
      Joint Venture, there is no assurance that management's  projections can be
      achieved.


<PAGE>

4.    FORMATION OF THE JOINT VENTURE

      On  December  23,  1996,  GCI  and  APD  contributed  certain  assets  and
      transferred  certain  liabilities to create the Joint Venture.  The assets
      and  liabilities  contributed  were  recorded by the Joint  Venture at the
      carryover basis of the two Joint Venture partners.

      Contributed to the Joint Venture by GCI were:

        Cash                                        $   100,000
        Accounts receivable                           1,678,820
        Inventory                                     4,122,071
                                                    -----------
                                                     $5,900,891

      Contributed to the Joint Venture by APD were:

        Cash                                         $  100,000
        Accounts receivable                             642,883
        Prepaid expenses                                 44,915
        Plant and equipment, net                        957,821
        Goodwill                                      2,911,564
        Other assets                                     11,687
        Accounts payable                               (542,032)
        Accrued expenses                                (46,433)
                                                     ----------
                                                     $4,080,405


      The Joint Venture was incorporated as a limited  liability  corporation by
      GCI and APD, subject to a contractual agreement (the "LLC Agreement"). The
      duration of the Joint Venture is perpetual; however, provisions in the LLC
      Agreement  provide for the dissolution of the Joint Venture dependent upon
      certain events and approval of the other Joint Venture partners. Gains and
      losses resulting from the Joint Venture's operations are allocated equally
      to the  partners'  capital  accounts.  The Joint  Venture is  required  to
      distribute  cash  to  the  Joint  Venture  partners,  subject  to  certain
      financial  ratios.  No such amounts were due to the Joint Venture partners
      at December 31, 1998 and 1997.



<PAGE>

5.    INVENTORIES

      The following comprised inventories at December 31:

<TABLE>
                                                          1998                 1997
                                                          ----                 ----
<S>                                               <C>                    <C>
       Raw materials                              $      356,143         $   1,649,286
       Work in process                                 1,186,188             1,953,867
       Finished goods                                    945,230             1,242,181
                                                  ---------------        -------------
             Total                                $    2,487,561         $   7,845,334
                                                  --------------         -------------
</TABLE>


6.    PLANT AND EQUIPMENT

      The following comprised plant and equipment at December 31:
<TABLE>

                                                        1998                   1997

<S>                                               <C>                    <C>
       Leasehold improvements                     $     121,635          $     92,337
       Machinery and equipment                        2,168,136               706,134
       Other                                            143,291               154,488
       Construction in progress                          54,696               451,126
                                                  --------------         ------------
             Total                                $   2,487,758          $  1,404,085

       Less accumulated depreciation                    517,506               215,574

       Plant and equipment, net                   $   1,970,252          $  1,188,511
                                                  =============          ============
</TABLE>


7.    DEMAND NOTES PAYABLE TO PARTNERS

      On June 5, 1997,  the Joint  Venture  entered into two  separate  $200,000
      demand  promissory  notes  with  both GCI and  SpecTran.  The  notes  bear
      interest at 7.5% annually with interest due each calendar  quarter and the
      full note  payable on demand.  One  payment of  interest  has been made to
      date.  SpecTran  was paid $4,792 for the period June 5, 1997 to  September
      30, 1997. On April 2, 1998, the Joint Venture  entered into two additional
      and separate  $125,000 demand  promissory notes with both GCI and SpecTran
      under similar terms.  Accrued  interest of $56,275 and $12,208 is included
      in accrued liabilities at December 31, 1998 and 1997, respectively.

8.    LEASES

      The Joint Venture is obligated for lease payments for one facility located
      in Dayville, Connecticut. Future minimum payments required under operating
      leases  approximate  $242,000  in the years  1999 and 2000 and  $40,000 in
      2001.
<PAGE>

      In addition to the base rent above,  the lease contains  requirements  for
      "common  charges" to be paid monthly.  Common charges were fixed at $4,400
      per month  with an annual  reconciliation  to actual  expenses  due in the
      first quarter of each year.  Total rent expense and common charges charged
      to operations for operating leases approximated  $296,000 and $193,000 for
      the year ended  December 31, 1998 and for the period  December 23, 1996 to
      December 31, 1997, respectively.

9.    COMMITMENTS

      The Joint Venture had issued  purchase  orders  totaling  $68,000 prior to
      December 31, 1998 to procure capital  equipment.  As of December 31, 1998,
      the equipment had not yet been received and no payments have been made.

10.   RELATED-PARTY TRANSACTIONS

      The Joint Venture has entered into the following  agreements  with GCI and
      SpecTran and/or its affiliates:

         Optical  Fiber  Purchases - Under a fiber supply  agreement,  the Joint
         Venture is required to purchase all of its optical  fiber from SpecTran
         Communication  Fiber  Technologies,   Inc.  ("SCFT")  (a  wholly  owned
         subsidiary of SpecTran).  Pursuant to the fiber supply agreement,  SCFT
         may purchase  optical fiber from other  companies and resell such fiber
         to the Joint Venture.  Under the fiber supply agreement,  all purchases
         of fiber from SCFT by the Joint  Venture are to be at the lowest  price
         offered  by SCFT to  other  customers  for  substantially  the  same or
         comparable   products  based  upon  similar  volume  and  product  mix.
         Purchases by the Joint Venture  totaled  approximately  $2,424,000  and
         $4,449,000  for the year  ended  December  31,  1998 and for the period
         December 23, 1996 to December 31, 1997,  respectively.  Amounts owed to
         SCFT for  purchases of optical fiber at December 31, 1998 and 1997 were
         approximately $484,000 and $274,000, respectively.

         Fiber-Optic Cable Sales - Under a product purchase agreement, the Joint
         Venture is  required  to supply GCI with all of its  fiber-optic  cable
         requirements.  The selling  price to GCI is dependent  upon  prevailing
         market rates and a standard sales  discount to GCI. In accordance  with
         the product  purchase  agreement,  the discount offered to GCI for 1998
         and 1997  ranged  from 6.3% to 12.1% off the  market  price and will be
         reset in the first  quarter of 1999.  Sales under the product  purchase
         agreement totaled approximately  $8,185,000 and $7,809,000 for the year
         ended  December  31, 1998 and the period  December 23, 1996 to December
         31, 1997, respectively. At December 31, 1998 and 1997, GCI's inventory,
         approximating  $900,000 and $425,000,  respectively,  was stored at the
         Joint  Venture  for the  convenience  of GCI. A fee is charged for such
         storage in the form of a reduced  sales  discount of 5.8%.  Outstanding
         receivables  due from sales of products to GCI at December 31, 1998 and
         1997 totaled approximately $897,000 and $1,268,000, respectively.
<PAGE>

         Administrative   Services   and   Technical   Assistance   -  Under  an
         administrative services and technical assistance agreement, each of the
         Joint  Venture  partners  provides  certain  assistance  to  the  Joint
         Venture.  Through  the years  ended  December  31,  1998 and 1997,  GCI
         provided corporate tax assistance and SpecTran provided  administrative
         and management information services assistance. No fees were charged or
         are due to the partners under this agreement.

         Sales  and  Marketing  Support - Under a sales  and  marketing  support
         agreement,  GCI Joint Venture.  The Joint Venture's  obligations  under
         this agreement  include  providing GCI with product  training,  product
         inspection and field service support. This agreement is effective until
         the  termination of the LLC Agreement.  No fees were charged or are due
         to GCI under this agreement.

         Other - The Joint Venture  purchases certain raw materials from GCI and
         sells  inventory to SpecTran.  Purchases from GCI in 1998  approximated
         $106,000,  and $75,700 is included in accounts  payable at December 31,
         1998.  No amounts were  purchased  from GCI in 1997.  Sales to SpecTran
         totaled $35,400 and $58,600 during 1998 and 1997, respectively. Amounts
         totaling  $16,173 and $24,100 are included in accounts  receivable  for
         SpecTran purchases at December 31, 1998 and 1997, respectively.

11.   PENSION PLAN

      The Joint  Venture  sponsors the General  Photonics,  LLC 401(k) Plan (the
      "Plan"),  under which employees may make contributions to their respective
      accounts.  The Plan generally covers all full-time  employees of the Joint
      Venture who have completed ninety days of service and have reached the age
      of twenty-one.  The Joint Venture,  at its  discretion,  may make matching
      contributions equal to 100% of the employees' savings  contributions up to
      3% of their compensation,  plus 50% of their salary savings  contributions
      in  excess  of  3%  of  compensation   but  not  to  exceed  5%  of  their
      compensation.  The  Joint  Venture  may  (but  is not  required  to)  make
      additional  401(k)  employer  contributions  to  participants'   accounts.
      Employer contributions were approximately $42,100 and $47,600 for the year
      ended  December 31, 1998 and for the period  December 23, 1996 to December
      31, 1997, respectively.

      The Plan  commenced  June 5,  1997.  Prior to this  date,  employees  were
      covered under the SpecTran  retirement  plan.  Employee  account  balances
      under the SpecTran retirement plan were transferred to the Plan.

12. EVENT (UNAUDITED) SUBSEQUENT TO THE DATE OF THE INDEPENDENT AUDITORS' REPORT

      On June 30, 1999, BICC General Cable  Industries  (formerly  General Cable
      Industries)  purchased  APD's  50%  interest  in  the  Joint  Venture  for
      $2,367,200.  Additionally,  loans totaling  $325,000 were repaid to APD by
      the Joint Venture. Pursuant to this sale, the LLC Agreement was terminated
      and the Joint Venture was dissolved.

<PAGE>
                                                                 Exhibit 10.123


INDEPENDENT AUDITORS' CONSENT

We consent to the  incorporation by reference in (i) Registration  Statement No.
333-60965 on Form S-8, and (ii) Registration Statement No. 33-46581 on Form S-8,
of our report dated  February 16, 1999 on the  financial  statements  of General
Photonics  LLC,  appearing in Exhibit 10.122 to the Annual Report on Form 10-K/A
of SpecTran  Corporation  for the year ended  December  31, 1998 as filed on, or
about, July 14, 1999.



Boston, Massachusetts
July 14, 1999