UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 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 quarterly period ended June 30, 1998

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


For the transition period from __________________ to __________________

Commission file number 0-12489


                              SPECTRAN CORPORATION
             (Exact name of 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


         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 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 __.


         The number of shares of the registrant's Common Stock outstanding as of
July 31, 1998, was 7,003,850.

                                       1



                         PART I - FINANCIAL INFORMATION
                              SPECTRAN CORPORATION
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                  Dollars in thousands except per share amounts
                                   (unaudited)


                                                                  Six Months Ended                         Three Months Ended
                                                                      June 30,                                  June 30,
                                                             1998                 1997                 1998                 1997
                                                             ----                 ----                 ----                 ----
                                                                                                                     
   Net Sales                                          $      32,259        $      32,109        $      17,032        $      15,881
   

   Cost of Sales                                             24,595               19,405               14,479                9,719
                                                      -------------        -------------        -------------        -------------
   

   Gross Profit                                               7,664               12,704                2,553                6,162
   

   
   Selling and Administrative Expenses                        6,652                7,888                3,518                3,906
   

   Research and Development Costs                             2,581                1,598                1,406                  817
                                                      -------------        -------------        -------------        -------------
   

   Income(Loss) from Operations                              (1,569)               3,218               (2,371)               1,439
   

   Other Income (Expense):
   
        Interest Income                                         147                  765                   33                  489
   
        Interest Expense                                       (476)                (464)                (352)                (111)
   
        Other, Net                                            1,583                  (11)                 741                   42
                                                      -------------        -------------        -------------        -------------
   

        Other Income (Expense), net                           1,254                  290                  422                  420
                                                      -------------        -------------        -------------        -------------
   

   Income (Loss) before Income Taxes                           (315)               3,508               (1,949)               1,859
   
   Income Tax Expense (Benefit)                                (123)               1,193                 (760)                 626
                                                      -------------        -------------        -------------        -------------
   
   Income (Loss)  before Equity in Joint Venture               (192)               2,315               (1,189)               1,233
   
   Income (Loss) from Joint Venture, Net of
       Income Taxes                                            (326)                 137                 (194)                  97
                                                      -------------        -------------        -------------        -------------
   

   Net Income (Loss)                                  $        (518)       $       2,452        $      (1,383)       $       1,330
                                                      =============        =============        =============        =============
   

   Net Income (Loss) per Common Share:
   
      Basic                                               $    (.07)       $          .37          $     (.20)      $          .19
                                                          ===========      ==============          ===========      ==============
                                                                                                         
                                                                                                              
   
      Diluted                                             $     (.07)      $          .35       $        (.20)      $          .18
                                                          ===========      ==============       ==============      ==============
                                                                     
   
     Weighted Average Number of
         Common Shares Outstanding:
   
      Basic                                                    7,002               6,499                7,022                6,913
                                                           ==========         ===========         ============           =========
   
      Diluted                                                  7,002               6,988                7,022                7,360
                                                           ==========         ===========         ============           =========


See accompanying notes to these consolidated financial statements.

                                       2



                                                   SPECTRAN CORPORATION
                                                CONSOLIDATED BALANCE SHEETS
                                                   Dollars in thousands


                                                                              June 30, 1998                  December 31, 1997
                                                                              -------------                  -----------------
                                                                               (unaudited)
                                                                                                        
ASSETS
Current Assets:
     Cash and Cash Equivalents                                             $          2,797               $           445
     Current Portion of Marketable Securities                                           --                          5,535
     Trade Accounts Receivable, net                                                  11,244                         8,622
     Income Taxes Receivable                                                            815                           --
     Inventories                                                                     10,232                         9,666
     Deferred Income Taxes, net                                                       1,189                         1,189
     Prepaid Expenses and Other Current Assets                                        2,635                         1,943
                                                                           ----------------               ---------------
          Total Current Assets                                                       28,912                        27,400

Investment in Joint Venture                                                           3,887                         4,213

Property, Plant and Equipment, net                                                   65,456                        55,409

Other Assets:
     Long-term Marketable Securities                                                    --                            996
     License Agreements, net                                                            502                           603
     Deferred Income Taxes, net                                                         412                           412
     Goodwill, net                                                                      832                           872
     Other Long-term Assets                                                           2,146                         2,200
                                                                           ----------------               ---------------
          Total Other Assets                                                          3,892                         5,083
                                                                           ----------------               ---------------
          Total Assets                                                     $        102,147               $        92,105
                                                                           ================               ===============

LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
     Accounts Payable                                                      $          6,089               $         4,758
     Income Taxes Payable                                                               --                            573
     Accrued Liabilities                                                              5,796                         6,015
                                                                            ---------------              ----------------
          Total Current Liabilities                                                  11,885                        11,346

Long-term Debt                                                                       34,000                        24,000

Stockholders' Equity:
     Common Stock, voting, $.10 par value; authorized
         20,000,000 shares; outstanding 7,002,350 shares and
         7,000,634 shares in 1998 and 1997, respectively                                700                           700
     Common Stock, non-voting, $.10 par value;
         authorized 250,000 shares; no shares outstanding                                --                           --
                                                                       
     Paid-in Capital                                                                 50,243                        50,223
     Net Unrealized Gain (Loss) on Marketable Securities                                --                             (1)
     Retained Earnings                                                                5,319                         5,837
                                                                            ---------------              ----------------
          Total Stockholders' Equity                                                 56,262                        56,759
                                                                            ---------------              ----------------

          Total Liabilities & Stockholders' Equity                         $        102,147               $        92,105
                                                                           ================               ===============


See accompanying notes to these consolidated financial statements.

                                       3




                                                   SPECTRAN CORPORATION
                                           CONSOLIDATED STATEMENTS OF CASH FLOWS
                                                   Dollars in thousands
                                                        (unaudited)



                                                                                        Six Months Ended June 30,
                                                                                       1998                   1997
                                                                                       ----                   ----
                                                                                                        
Cash Flows from Operating Activities:
    Net Income (Loss)                                                             $          (518)        $        2,452
    Reconciliation of Net Income to Net Cash Provided by
    (Used in) Operating Activities:
        Depreciation and Amortization                                                       2,972                  1,939
        Other Non-Cash Charges                                                              5,022                   (562)
        Loss (Equity) in Unconsolidated Joint Venture                                         326                   (137)
        Changes in Other Components of Working Capital                                     (9,183)                (3,482)
        Loss on Disposition of Equipment                                                      204                      2
                                                                                  ---------------         --------------
        Net Cash Provided by (Used in) Operating Activities                                (1,177)                   212

Cash Flows from Investing Activities:
    Acquisition of Property, Plant and Equipment                                          (13,024)               (16,559)
    Purchase of Marketable Securities                                                      (9,652)              (199,493)
    Proceeds from Sale/Maturity of Marketable Securities                                   16,184                190,888
                                                                                  ---------------         --------------
    Cash Used in Investing Activities                                                      (6,492)               (25,164)

Cash Flows from Financing Activities:
    Borrowings of Long-term Debt                                                           10,000                     --
    Proceeds from Exercise of Stock Options and Warrants                                       21                    240
    Issuance of Common Stock, net                                                             --                  23,077
                                                                                  --------------          --------------
    Cash Provided by Financing Activities                                                  10,021                 23,317

Increase (Decrease) in Cash and Cash Equivalents                                            2,352                 (1,635)
Cash and Cash Equivalents at Beginning of Period                                              445                  3,565
                                                                                  ---------------         --------------

Cash and Cash Equivalents at End of Period                                        $         2,797         $        1,930
                                                                                  ===============         ==============





 See   accompanying   notes  to  these   consolidated financial statements.

                                       4




                              SPECTRAN CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (unaudited)



1.       BASIS OF PRESENTATION

         The  financial  information  for the three  months and six months ended
June 30, 1998, is unaudited but reflects all adjustments  (consisting  solely of
normal recurring  adjustments) which the Company considers  necessary for a fair
statement of results for the interim periods.  The results of operations for the
three months and six months ended June 30, 1998, are not necessarily  indicative
of the results for the entire year.

     The consolidated results for the three months and six months ended June 30,
1998,  include the  accounts  of  SpecTran  Corporation  (the  Company)  and its
wholly-owned   subsidiaries,   SpecTran  Communication  Fiber  Technologies,Inc.
("SpecTran   Communication"),   SpecTran  Specialty  Optics  Company  ("SpecTran
Specialty"),  and  Applied  Photonic  Devices,  Inc.  ("APD"),  which  holds the
Company's  investment in General  Photonics,  LLC, a 50-50 joint venture between
the Company and General Cable Corporation ("General Cable"), a former subsidiary
of Wassall plc. In December  1996, the Company sold certain of the assets of APD
to General Cable and then  contributed  the remaining  non-cash assets of APD to
General Photonics for a 50% equity interest. The investment in General Photonics
is accounted  for under the equity  method of  accounting  pursuant to which the
Company  records its 50% interest in General  Photonics' net operating  results.
Prior to the  formation  of General  Photonics,  APD's  results  of  operations,
including net sales and expenses,  were  consolidated with those of the Company.
All significant intercompany balances and transactions have been eliminated.

         These  financial   statements   supplement,   and  should  be  read  in
conjunction with, the Company's audited financial  statements for the year ended
December 31, 1997,  as  contained in the  Company's  Form 10-K as filed with the
United States Securities and Exchange Commission.


2.       INVENTORIES

         Inventories consisted of (in thousands):


                                                                June 30, 1998                    December 31, 1997
                                                                -------------                    -----------------

                                                                                                        
          Raw Materials                                        $         3,401                    $         4,036
          Work in Process                                                1,079                              1,010
          Finished Goods                                                 5,752                              4,620
                                                               ---------------                    ---------------

                                                               $        10,232                    $         9,666
                                                               ===============                    ===============


                                       5






3.  PROPERTY, PLANT & EQUIPMENT

Property, plant and equipment consisted of (in thousands):

                                                                      June 30, 1998           December 31, 1997
                                                                      -------------           -----------------

                                                                                                    
   Land and Land Improvements                                       $            978          $           978
   Buildings and Improvements                                                 24,479                   10,453
   Machinery and Equipment                                                    40,008                   33,567
   Construction in Progress                                                   19,345                   27,694
                                                                    ----------------          ---------------
                                                                              84,810                   72,692
   Less Accumulated Depreciation and Amortization                             19,354                   17,283
                                                                    ----------------          ---------------
                                                                    $         65,456          $        55,409
                                                                    ================          ===============


4.    LONG-TERM DEBT

Long-term debt consisted of (in thousands):


                                                                       June 30, 1998           December 31, 1997
                                                                       -------------           -----------------

                                                                                                 
Revolving Credit Loan Facility at the Lower of
    Prime or LIBOR plus 1.5%                                             $  10,000                 $      --
Series A Senior Secured Notes at 9.24% Interest                             16,000                    16,000
Series B Senior Secured Notes at 9.39% Interest                              8,000                     8,000
                                                                         ---------                 ---------            
     Total                                                               $  34,000                 $  24,000
                                                                         =========                 =========           


         In  December  1996,  the Company  sold to a limited  number of selected
institutional investors an aggregate principal amount of $24.0 million of senior
secured  notes  consisting of $16.0  million of 9.24%  interest  Series A Senior
Secured Notes due December 26, 2003, and $8.0 million of 9.39% interest Series B
Senior Secured Notes due December 26, 2004. The Company also has a $20.0 million
revolving credit  agreement with its principal bank,  maturing in December 1999.
As of June 30,  1998,  the  Company  had  borrowed  $10.0  million  against  the
revolving agreement.

     Due to the loss incurred in this year's second quarter,  the Company was in
violation  as of June 30,  1998,  of  certain  covenants  contained  in both the
revolving credit  agreement and the senior secured notes.  Subsequent to the end
of the quarter,  the Company  obtained  waivers of the violations as of June 30,
1998 from the bank regarding the revolving credit agreement and the note holders
regarding the senior secured notes. The Company is currently in discussions with
its lenders to obtain  modifications of certain covenants  contained in the loan
agreements to accommodate this decline in earnings.

5.    CORNING SETTLEMENT

         On March 13, 1998,  the Company  announced the  settlement of Corning's
obligation to purchase multimode fiber from the Company under a multiyear supply
contract the companies  entered into on January 1, 1996.  Corning has terminated
its  purchase of  multimode  fiber from the Company in exchange  for a series of
cash payments to the Company totaling $4.1 million. For the three months and six
months ended June 30, 1998, the Company  recognized  income on the settlement of
approximately $900,000 and $1.8 million, respectively.
                                       6


6.    COMPUTATION OF EARNINGS PER COMMON SHARE

         Effective December 31, 1997, the Company adopted Statement of Financial
Accounting  Standards  No. 128 "Earnings per Share" (SFAS 128) which has changed
the method of computing  and  presenting  earnings per common  share.  All prior
periods  presented  have  been  restated  in  accordance  with  SFAS  128.  This
restatement had an immaterial impact on prior periods' earnings per common share
amounts calculated under previous standard.

         Under SFAS 128,  primary  earnings per common  share has been  replaced
with basic earnings per common share.  The basic earnings per share  computation
is based on the  earnings  applicable  to common  stock  divided by the weighted
average  number of shares of common stock  outstanding at June 30, 1998 and June
30, 1997.

         Fully diluted  earnings per common share has been replaced with diluted
earnings per common share. The diluted earnings per common share computation for
the three months and six months  ended June 30, 1997,  includes the common stock
equivalency  of options  granted to employees  under the stock  incentive  plan.
Excluded  from the diluted  earnings  per common share  calculation  are options
granted to employees that are anti-dilutive based on the average stock price for
the year.  For the three  months and six months  ended  June 30,  1998,  diluted
earnings per common  share  excludes  the common  share  equivalency  of options
granted to employees  under the stock  incentive plan since the effects would be
anti-dilutive.


                                       7




ITEM 2.       MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
              RESULTS OF OPERATIONS

Three and Six Months Ended June 30, 1998 Compared to Three and Six Months Ended 
June 30, 1997

Overview of Results for the June, 1998 Quarter

         SpecTran  incurred a net loss for the June,  1998  quarter of $1.4  
million,  or $.20 per diluted  share.  Reduced earnings at all three operating 
units contributed to the net loss.

         The lower earnings at the Communication  Fiber Technologies  subsidiary
was  caused  by an  industry-wide  oversupply  situation  resulting  in a highly
competitive  market  environment  and price  weakness.  Overall  demand is still
strong and while the overall volume of standard  communication fiber sold during
this year's second  quarter was up slightly  compared with the same quarter last
year,  declining selling prices,  particularly for single-mode  fiber,  caused a
reduction in gross profit margins.

         Lower  earnings  at  the  Specialty  Optics  subsidiary  resulted  from
operational  issues rather than the lack of market demand.  Charles B. Harrison,
SpecTran's  President  and Chief  Executive  Officer,  has  assumed  operational
control of this  subsidiary  until a new general manager can be recruited and is
restructuring  its management  and systems.  William B. Beck, the former general
manager and President of SpecTran Specialty Optics Company, has left the Company
to pursue other  interests.  Manufacturing  and  engineering  personnel from the
Company's  Communication  Fiber  Technologies  subsidiary  have been assigned to
address specific operational issues.

     General Photonics,  the Company's cabling joint venture with General Cable,
is experiencing lower than expected sales due to soft domestic customer premises
cable market and pricing,  not unlike our  competitors.  Stringent  cost control
measures have recently been  implemented  which are expected to lead to improved
results at General Photonics for the second half.

     Due to the loss incurred during this year's second quarter,  the Company is
in violation of certain  covenants with its debt holders.  Subsequent to the end
of the quarter,  the Company  obtained  waivers of the violations as of June 30,
1998.  The  Company  is  currently  in  discussions  with its  lenders to obtain
modifications  of  certain  covenants   contained  in  the  loan  agreements  to
accommodate this decline in earnings.

                                       8




Results of Operations

         The  following  table sets forth,  for the periods  indicated,  certain
financial data as a percentage of net sales:


                                                            SIX MONTHS ENDED JUNE 30,         THREE MONTHS ENDED JUNE 30,
                                                              1998              1997              1998            1997
                                                              ----              ----              ----            ----

                                                                                                           
Net Sales                                                      100.0%            100.0%           100.0%            100.0%
Cost of Sales                                                   76.2%             60.4%            85.0%             61.2%
                                                                -----             -----            -----             -----
   Gross Profit                                                 23.8%             39.6%            15.0%             38.8%
Selling and Administrative Expenses                             20.7%             24.6%            20.6%             24.6%
Research and Development Cost                                    8.0%              5.0%             8.3%              5.1%
                                                                 ----              ----             ----              ----
   Income (Loss) from Operations                               (4.9)%             10.0%          (13.9)%              9.1%
Other Income (Expense), net                                      3.9%               .9%             2.5%              2.6%
                                                                 ----               ---             ----              ----
   Income (Loss) before Income Taxes                           (1.0%)             10.9%          (11.4)%             11.7%
Income Tax Expense (Benefit)                                    (.4)%              3.7%           (4.5)%              3.9%
                                                                -----              ----           ------              ----
   Income (Loss) before Equity in
     Joint Venture                                              (.6)%              7.2%           (6.9)%              7.8%
Income (Loss) from Joint Venture, net                          (1.0)%               .4%           (1.1)%               .6%
                                                               ------               ---           ------               ---
   Net Income                                                  (1.6)%              7.6%           (8.0)%              8.4%
                                                               ======              ====           ======              ====


Net Sales
- ---------

     Net sales of $17.0  million and $32.3  million for the three months and six
months ended June 30, 1998,  were $1.2 million,  or 7.2% and  $150,000,  or .5%,
higher than the comparable  periods of 1997. The increases were primarily due to
increased revenues at SpecTran Specialty. Sales growth was adversely effected by
lower unit selling  prices for both multimode and  single-mode  fiber due to the
highly  competitive  market  conditions  caused by an  industry-wide  oversupply
situation.  In  addition,  the volume of  single-mode  fiber sales for the three
months and six months ended June 30, 1998, were substantially  lower than in the
comparable  periods in 1997, in large part due to continued  unsettled  economic
conditions and competitive market conditions in Asia.

Gross Profit
- ------------

         Gross  profit of $2.6 million and $7.7 million for the three months and
six months ended June 30, 1998, was $3.6 million,  or 58.6% and $5.0 million, or
39.7% lower than for the  comparable  periods in 1997.  As a  percentage  of net
sales the gross profit decreased to 15.0% and 23.8% for the three months and six
months  ended June 30,  1998,  from 38.8% and 39.6% for the three months and six
months  ended June 30,  1997.  The decrease in gross profit for both periods was
primarily  due to  operational  and inventory  issues at SpecTran  Specialty and
continued industry pricing pressures for standard  communication fiber products.
As a percentage of net sales,  royalty expense  increased from 2.5% and 2.8% for
the three months and six months  ended June 30,  1997,  to 3.1% and 3.6% for the
three months ended June 30, 1998, primarily due to an increase in the percentage
of net sales subject to royalty.

Selling and Administration
- --------------------------

         Selling and administrative  expenses decreased  $388,000,  or 9.9%, and
$1.2 million, or 15.7%, for the three months and six months ended June 30, 1998.
Included in the three months and six months ended June 30, 1997,  were  $400,000
and $1.1 million,  respectively, of costs associated with the Company's one-time
management  reorganization  and training  costs.  As a percentage  of net sales,
selling and  administrative  expenses decreased to 20.6% and 20.7% for the three
months and six months ended June 30, 1998,  from 24.6% for both the three months
and six months ended June 30, 1997.

Research and Development
- ------------------------

     Research and development costs increased  $589,000,  or 7.2%, and $983,000,
or 61.5 % for the three months and six months ended June 30, 1998.  Assuming the
Company  obtains  modifications  from  its  debtholders,  the  Company  plans to
continue to increase its  investment in programs to improve  manufacturing  cost
and product  performance in both  multimode and  single-mode  product lines,  to
develop  new  special  performance  fiber  products  and to develop  alternative
process  technologies.  As a percentage of net sales,  research and  development
costs  increased  form 5.1% and 5.0% for the three  months and six months  ended
June 30,  1997,  to 8.3% and 8.0% for the three months and six months ended June
30, 1998. 
                                       9


Other Income (Expense), net
- ---------------------------

     Other  income  (expense),  net  favorably  increased  by $2,000 or .5%, and
$964,000 or 332.4%,  for the three  months and six months  ended June 30,  1998,
compared with the same periods in 1997.  Interest income decreased for the three
months  and  six  months  ended  June  30,  1998,   by  $456,000  and  $618,000,
respectively due to a lower level of cash available for investment. Net interest
expense  increased  for the three  months and six months  ended June 30, 1998 by
$241,000 and $12,000,  respectively. The increase for the three months primarily
relates to a higher level of  borrowings  under the Company's  revolving  credit
agreement  and to a lower  level of  capitalized  interest  associated  with the
Company's capacity expansion programs. Other, net increased for the three months
and six months ended June 30, 1998, by $699,000 and $1.6 million,  respectively,
primarily due to the Company's settlement of a multi-year contract with Corning.

Income Taxes
- ------------

         The Company  realized a tax benefit for the three months and six months
ended June 30, 1998,  as compared to a tax  provision of 33.7% and 34.0% for the
three months and six months ended June 30, 1997.  The tax benefit was due to the
loss incurred by the Company for the 1998 periods.

Income from Equity in Joint Venture
- -----------------------------------

     The Company  realized losses of $194,000 and $326,000,  net of tax, for the
three months and six months ended June 30, 1998,  from its investment in General
Photonics,  the joint venture formed in December,  1996 with General Cable.  The
loss was due to lower than anticipated revenues and gross profit.

Net Income
- ----------

     The net loss for the three months and six months  ended June 30, 1998,  was
$1.4 million and $518,000 as compared to net income for the three months and six
months ended June 30, 1997, of $1.3 million and $2.5  million.  The loss for the
three months  ended June 30,  1998,  was due to the  operational  and  inventory
issues at SpecTran Specialty,  the loss from its equity in General Photonics and
a lower level of earnings at SpecTran  Communication  due to competitive  market
conditions.

Liquidity and Capital Resources
- -------------------------------

     The  Company's  principal  sources  of cash are cash flow from  operations,
established  bank credit  facilities  and existing cash  balances.  Although the
Company did not generate  positive  cash flow from  operations  during the first
half of 1998, it does expect to generate positive cash flow for the entire year.
As of June 30, 1998, the Company had approximately $2.8 million of cash and cash
equivalents.  In  addition,  the Company has a $20.0  millino  revolving  credit
agreement with its principal  bank,  $10.0 million of which has been drawn down.
The Company at June 30, 1998, had working capital of approximately $17.0 million
and a current ratio of 2.4 to 1.

     The results for the three months and six months  ended June 30, 1998,  have
put the Company in  violation of certain  covenants  with its  debtholders.  The
Company has obtained  waivers of the  violations  as of June 30,  1998,  and has
initiated  discussions  with its debtholders to obtain  modifications of certain
covenants  in its loan  agreements  to  accommodate  the  temporary  decline  in
earnings.  There  can  be no  assurance  that  the  modifications  in  the  loan
agreements  will  be  obtained,  or that  the  Company  will  be able to  borrow
additional amounts under its revolving credit agreement.

     The  Company is  continuing  its  capacity  expansion  which  will  require
approximately  $10.0  million in capital  expenditures  through the remainder of
1998,  which  will  result  in total  expenditures  for  capacity  expansion  of
approximately  $44.0  million at  SpecTran  Communication  and $12.0  million at
SpecTran   Specialty.   When  fully  operational,   the  expansion  at  SpecTran
Communication  will increase  capacity  there by 100%. The expansion at SpecTran
Specialty,  which was completed in 1997,  increased capacity by 50%. The Company
intends to continue to finance this expansion through a combination of cash flow
from   operations   and   borrowings,   assuming  it  obtains  the   appropriate
modifications with its debtholders. 
                                       10


Other Matters
- -------------

     Charles B.  Harrison,  a Company  Director  since July 1997,  was appointed
President and Chief Executive Officer of the Company,  effective April 13, 1998,
succeeding Dr. Raymond E. Jaeger.  Dr. Jaeger remains the Company's  Chairman of
the Board.
 
     Pursuant to Rule 14a-4 adopted under the Securities Exchange Act of 1934,
unless a stockholder who desires to introduce a proposal at the Company's annual
meeting of stockholders notifies the Company at least 45 days prior to the
month and day of the mailing of the prior year's proxy statement (i.e., by March
16, 1999), the proxyholders designated by management will be allowed to use 
their discretionary voting authority when the proposal is raised at the annual
meeting, without any discussion of the matter in the proxy statement.

     Management is aware of the potential  software logic  anomalies  associated
with the year 2000 date change.  The Company has evaluated the potential  issues
that need to be addressed in its  operations  and has developed a plan for their
remediation.  Parts  of this  plan  have  already  been  implemented.  Based  on
currently known  information,  costs of addressing the issue are not expected to
have a  material  effect  upon the  Company's  financial  position,  results  of
operations, or cash flows in future periods. As part of the process, the Company
plans on communicating with certain service providers,  suppliers, and customers
to obtain information  regarding their plans to address Year 2000 issues, to the
extent that they have such issues. There can be no assurance that third parties'
systems,  upon which the Company may rely will become Year 2000  compliant  in a
timely manner.

Subsequent Events
- -----------------

         In July 1998,  the Company  announced  that William B. Beck, the former
general  manager and  President of SpecTran  Specialty,  had left the company to
pursue other interests.

         In August 1998, the Company announced the election of Robert A. Schmitz
to the Board of Directors.

         As discussed above, subsequent to the end of the quarter, the Company
obtained from its debtholders waivers as of June 30, 1998 of violations of
certain covenants due to the loss incurred in this year's second quarter.  The
Company is currently in discussions with its lenders to obtain modifications of
certain covenants contained in the loan agreements to accommodate this decline
in earnings.

         The  Company  presently  anticipates  revenue  growth  in 1998 over the
previous year, but perhaps not the double digit growth previously announced.

Recent Accounting Pronouncements
- --------------------------------

     Effective  June  15,  1998,  the  provisions  of  Statements  of  Financial
Accounting Standards No. 133, "Accounting for Derivative Instruments and Hedging
Activities," will apply to the Company. The Company anticipates that application
of these  statements  will have no effect on the  presentation  of its financial
information.

         In March 1998, the American  Institute of Certified Public  Accountants
issued  Statement of Position  ("SOP") 98-1,  "Accounting  for Costs of Computer
software  Developed or Obtained for Internal Use." SOP 98-1 provides guidance on
accounting for the costs of computer software developed or obtained for internal
use, and is effective for fiscal years beginning December 31, 1998, with earlier
application  encouraged.  The  adoption  of SOP 98-1 is not  expected  to have a
material effect on the Company's financial statements.

Forward Looking Statements
- --------------------------

         This report contains forward looking  statements which are subject to a
number  of risks  and  uncertainties  that may cause  actual  results  to differ
materially from expectations.  These uncertainties  include, but are not limited
to, general economic conditions and competitive  conditions in markets served by
the Company.

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                           PART II - OTHER INFORMATION


ITEM 6.    EXHIBITS AND REPORTS ON FORM 8-K

(a)      10.109  Employment agreement between SpecTran Corporation and William 
                 B. Beck dated as of June 20, 1998.
         10.110  Employment  agreement  between  SpecTran  Corporation  and  Dr.
                 Raymond E. Jaeger dated as of April 13, 1998.

(b)      Reports on Form 8-K

         No reports on Form 8-K were filed by the Registrant  during the quarter
         which this report was filed.

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.

                                                   SPECTRAN CORPORATION
                                                   (Registrant)


Date:    August 14, 1998                           BY:

                                                   /s/  Charles B. Harrison
                                                   ------------------------
                                                   Charles B. Harrison
                                                   President and
                                                   Chief Executive Officer


Date:    August 14, 1998                           BY:

                                                   /s/  Bruce A. Cannon
                                                   --------------------
                                                   Bruce A. Cannon
                                                   Senior Vice President,
                                                   Chief Financial Officer and
                                                   Chief Accounting Officer




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