AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 10, 1997.

REGISTRATION NO. 333-19449
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 2

TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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SPECTRAN CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

DELAWARE 04-2729372
(STATE OR OTHER JURISDICTION OF (IRS EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NUMBER)

50 HALL ROAD
STURBRIDGE, MASSACHUSETTS 01566
(508) 347-2261
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING
AREA CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)

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RAYMOND E. JAEGER, PH.D.
CHAIRMAN OF THE BOARD
SPECTRAN CORPORATION
50 HALL ROAD
STURBRIDGE, MASSACHUSETTS 01566
(508) 347-2261
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF AGENT FOR SERVICE)

------------------------

COPIES TO:

IRA S. NORDLICHT, ESQ. WILLIAM C. LANCE, ESQ.
HACKMYER & NORDLICHT PEABODY & BROWN
645 FIFTH AVENUE 101 FEDERAL STREET
NEW YORK, NEW YORK 10022 BOSTON, MASSACHUSETTS 02110
(212) 421-6500 (617) 345-1000

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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after this Registration Statement becomes effective.

If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]

If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [ ]

If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ]

If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]

If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [X]

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THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.

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2

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

1.1 Proposed Form of Underwriting Agreement. (Incorporated by reference from
Registrant's Registration Statement on Form S-3 (Reg. No. 333-19449) filed January
9, 1997.)
3.1 Certificate of Incorporation of the Registrant, as amended. (Incorporated by
reference to Registrant's Annual Report on Form 10-K for its fiscal year ended
December 31, 1991.)
3.2 By-Laws of the Registrant, as amended. (Incorporated by reference to Registrant's
Annual Report on Form 10-K for its fiscal year ended December 31, 1991.)
4.5 Form of Stock Certificate for Voting Common Stock. (Incorporated by reference to
Registrant's Registration Statement on Form S-1 (Reg. No. 2-83172) effective June
2, 1983.)
5.1 Opinion of Hackmyer & Nordlicht.
10.1 Registrant's 1991 Incentive Stock Option Plan. (Incorporated by reference to the
Registrant's Proxy Statement dated April 9, 1991.)
10.7 License Agreement dated August 15, 1981 between the Registrant and Western Electric
Company, Incorporated. (Incorporated by reference to Registrant's Registration
Statement on Form S-1 (Reg. No. 2-83172) effective June 2, 1983.) (Registrant has
been granted confidential treatment of portions of this Exhibit.)
10.46 Common Stock Purchase Warrant issued to Allen & Company Incorporated. (Incorporated
by reference to the Registrant's Annual Report on Form 10-K for its fiscal year
ended December 31, 1990.)
10.49 License Agreement dated as of the first day of January 1991 by and between the
Registrant and Corning Incorporated. (Registrant has been granted confidential
treatment of portions of this Exhibit.) (Incorporated by reference to Registrant's
Annual Report on Form 10-K for its fiscal year ended December 31, 1991.)
10.53 Asset Purchase Agreement between Ensign-Bickford Optics Company and SpecTran
Specialty Optics Company dated February 18, 1994. (Incorporated by reference to the
Registrant's Report on Form 8-K dated March 3, 1994.)
10.54 Stock Purchase Agreement between Ensign-Bickford Optical Technologies, Inc. and
EBOT Acquisition Corp. dated February 18, 1994. (Incorporated by reference to the
Registrant's Report on Form 8-K dated March 3, 1994.)
10.55 Lease between 150 Fisher Associates Limited Partnership and SpecTran Specialty
Optics Company dated February 18, 1994. (Incorporated by reference to the
Registrant's Report on Form 10-K dated March 30, 1994.)
10.56 Lease between Avon Park Properties and SpecTran Specialty Optics Company dated
February 18, 1994. (Incorporated by reference to the Registrant's Report on Form
10-K dated March 30, 1994.)
10.57 Lease between Avon Park Properties and SpecTran Specialty Optics Company dated
February 18, 1994. (Incorporated by reference to the Registrant's Report on Form
10-K dated March 30, 1994.)
10.61 Stock Purchase Agreement among APD Acquisition Corp. and Irving N. Dwyer, David P.
DaVia, The Irving N. Dwyer and Annette M. Dwyer Charitable Remainder Trust and The
DaVia Charitable Remainder Trust. (Incorporated by reference to the Registrant's
Report on Form 10-K dated March 31, 1995)
10.62 Directors Retirement Plan dated December 27, 1995. (Incorporated by reference to
the Registrant's Report on Form 10-K dated March 29, 1996)
10.63 Registrant's Employee Profit Sharing Plan as revised and adopted effective January
1, 1995. (Incorporated by reference to the Registrant's Report on Form 10-K dated
March 29, 1996)
10.64 Lease between Mark C. Yellin and Applied Photonic Devices, Inc. dated January 15,
1996. (Incorporated by reference to the Registrant's Report on Form 10-K dated
March 29, 1996)
10.65 Lease between Fabrilock, Inc. and Applied Photonic Devices, Inc. dated February 6,
1996. (Incorporated by reference to the Registrant's Report on Form 10-K dated
March 29, 1996)

II-1
3

10.69 Supplemental Retirement Agreement between SpecTran Corporation and Raymond E.
Jaeger dated May 8, 1996. (Incorporated by reference to the Registrant's Quarterly
Report on Form 10-Q dated August 9, 1996)
10.70 Supplemental Retirement Agreement between SpecTran Corporation and Bruce A. Cannon
dated May 8, 1996. (Incorporated by reference to the Registrant's Quarterly Report
on Form 10-Q dated August 9, 1996)
10.71 Supplemental Retirement Agreement between SpecTran Corporation and Crawford L.
Cutts dated May 8, 1996. (Incorporated by reference to the Registrant's Quarterly
Report on Form 10-Q dated August 9, 1996)
10.72 Supplemental Retirement Agreement between SpecTran Corporation and William B. Beck
dated May 8, 1996. (Incorporated by reference to the Registrant's Quarterly Report
on Form 10-Q dated August 9, 1996)
10.73 Supplemental Retirement Agreement between SpecTran Corporation and John E. Chapman
dated May 8, 1996. (Incorporated by reference to the Registrant's Quarterly Report
on Form 10-Q dated August 9, 1996)
10.74 Lease between CRJ Realty Trust and SpecTran Communication Fiber Technologies, Inc.
dated July 22, 1996. (Incorporated by reference to the Registrant's Quarterly
Report on Form 10-Q dated August 9, 1996)
10.75 Contractual Agreement Between Lucent Technologies Inc. and SpecTran Corporation
dated October 3, 1996. (Registrant has been granted confidential treatment for
portions of this Exhibit) (Incorporated by reference to the Registrant's Quarterly
Report on Form 10-Q/A dated February 3, 1997)
10.76 Three Year Multimode Optical Fiber Supply Contract between Corning Incorporated and
SpecTran Corporation dated as of January 1, 1996. (Registrant has been granted
confidential treatment for portions of this Exhibit) (Incorporated by reference to
the Registrant's Quarterly Report on Form 10-Q/A dated February 3, 1997)
10.79 Key Employee Incentive Plan effective as of January 1, 1996. (Incorporated by
reference to the Registrant's Quarterly Report on Form 10-Q dated November 13,
1996)
10.80 Employment Agreement between SpecTran Corporation and Raymond E. Jaeger dated as of
December 14, 1992. (Incorporated by reference to the Registrant's Quarterly Report
on Form 10-Q dated November 13, 1996)
10.81 Employment Agreement between SpecTran Corporation and Bruce A. Cannon dated as of
December 14, 1992. (Incorporated by reference to the Registrant's Quarterly Report
on Form 10-Q dated November 13, 1996)
10.82 Employment Agreement between SpecTran Corporation and John E. Chapman dated as of
December 14, 1992. (Incorporated by reference to the Registrant's Quarterly Report
on Form 10-Q dated November 13, 1996)
10.83 Employment Agreement between SpecTran Corporation and Crawford L. Cutts dated as of
January 1, 1996. (Incorporated by reference to the Registrant's Quarterly Report on
Form 10-Q dated November 13, 1996)
10.84 Employment Agreement between SpecTran Corporation and William B. Beck dated as of
February 18, 1994. (Incorporated by reference to the Registrant's Quarterly Report
on Form 10-Q dated November 13, 1996)
10.85 Employment Agreement between SpecTran Corporation and Glenn E. Moore dated as of
December 1995. (Incorporated by reference to the Registrant's Quarterly Report on
Form 10-Q dated November 13, 1996)
10.86 Note Purchase Agreement between SpecTran Corporation and Massachusetts Mutual Life
Insurance Company dated as of December 1, 1996. (Incorporated by reference to the
Registrant's Current Report on Form 8-K dated December 31, 1996)
10.87 Note Purchase Agreement between SpecTran Corporation and CM Life Insurance Company
dated as of December 1, 1996. (Incorporated by reference to the Registrant's
Current Report on
Form 8-K dated December 31, 1996)

II-2
4

10.88 Note Purchase Agreement between SpecTran Corporation and The Mutual Life Insurance
Company of New York dated as of December 1, 1996. (Incorporated by reference to the
Registrant's Current Report on Form 8-K dated December 31, 1996)
10.89 Note Purchase Agreement between SpecTran Corporation and Atwell & Co. dated as of
December 1, 1996. (Incorporated by reference to the Registrant's Current Report on
Form 8-K dated December 31, 1996)
10.90 Security Agreement among SpecTran Corporation, SpecTran Communication Fiber
Technologies, Inc., SpecTran Specialty Optics Company, Applied Photonic Devices,
Inc. and Fleet National Bank, as Trustee, dated as of December 1, 1996.
(Incorporated by reference to the Registrant's Current Report on Form 8-K dated
December 31, 1996)
10.91 Trademark Security Agreement among SpecTran Corporation, SpecTran Communication
Fiber Technologies, Inc, SpecTran Specialty Optics Company, Applied Photonic
Devices, Inc. and Fleet National Bank, as Trustee, dated as of December 1, 1996.
(Incorporated by reference to the Registrant's Current Report on Form 8-K dated
December 31, 1996)
10.92 Patent Collateral Assignment among SpecTran Corporation, SpecTran Communication
Fiber Technologies, Inc, SpecTran Specialty Optics Company, Applied Photonic
Devices, Inc. and Fleet National Bank, as Trustee, dated as of December 1, 1996.
(Incorporated by reference to the Registrant's Current Report on Form 8-K dated
December 31, 1996)
10.93 Pledge Agreement among SpecTran Corporation, SpecTran Communication Fiber
Technologies, Inc, SpecTran Specialty Optics Company, Applied Photonic Devices,
Inc. and Fleet National Bank, as Trustee, dated as of December 1, 1996.
(Incorporated by reference to the Registrant's Current Report on Form 8-K dated
December 31, 1996)
10.94 Mortgage, Assignment of Rents and Security Agreement by SpecTran Communication
Fiber Technologies, Inc. to Fleet National Bank, as Trustee, dated as of December
1, 1996. (Incorporated by reference to the Registrant's Current Report on Form 8-K
dated December 31, 1996)
10.95 Open-End Mortgage, Assignment of Rents and Security Agreement by SpecTran Specialty
Optics Company to Fleet National Bank, as Trustee, dated as of December 1, 1996.
(Incorporated by reference to the Registrant's Current Report on Form 8-K dated
December 31, 1996)
10.96 Guaranty Agreement dated as of December 1, 1996 by SpecTran Communication Fiber
Technologies, Inc., SpecTran Specialty Optics Company and Applied Photonic Devices,
Inc. in favor of Massachusetts Mutual Life Insurance Company, CM Life Insurance
Company, The New York Mutual Life Insurance Company and Atwell & Co. (Incorporated
by reference to the Registrant's Current Report on Form 8-K dated December 31,
1996)
10.97 Loan Agreement among SpecTran Corporation, SpecTran Communication Fiber
Technologies, Inc., SpecTran Specialty Optics Company, Applied Photonic Devices,
Inc. and Fleet National Bank dated as of December 1, 1996. (Incorporated by
reference to the Registrant's Current Report on Form 8-K dated December 31, 1996)
10.98 Limited Liability Company Agreement of General Photonics, LLC between Applied
Photonic Devices, Inc. and General Cable Industries, Inc. dated as of December 23,
1996. (Incorporated by reference to the Registrant's Current Report on Form 8-K
dated January 8, 1997)
10.99 Asset Purchase Agreement among Applied Photonic Devices, Inc., SpecTran
Corporation, General Cable Corporation and General Cable Industries, Inc. dated as
of December 23, 1996. (Incorporated by reference to the Registrant's Current Report
on Form 8-K dated January 8, 1997)
10.100 Investor's Representations, Contribution Agreement and Subscription Agreement among
Applied Photonic Devices, Inc., SpecTran Corporation and General Photonics, LLC
dated as of December 23, 1996. (Incorporated by reference to the Registrant's
Current Report on Form 8-K dated January 8, 1997)
10.101 Non-Competition Agreement among General Cable Industries, Inc., General Cable
Corporation, Applied Photonic Devices, Inc., SpecTran Corporation and General
Photonics, LLC dated December 23, 1996. (Registrant has been granted confidential
treatment for portions of this Exhibit) (Incorporated by reference to the
Registrant's Current Report on Form 8-K/A dated February 3, 1997)

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10.102 Standstill Agreement among General Cable Industries, Inc., General Cable
Corporation and SpecTran Corporation dated as of December 23, 1996. (Incorporated
by reference to the Registrant's Current Report on Form 8-K dated January 8, 1997)
10.103 Letter amendment to Three Year Multimode Optical Fiber Supply Contract between
Corning Incorporated and SpecTran Corporation dated as of January 1, 1996.
(Registrant has been granted confidential treatment for portions of this Exhibit.)
(Incorporated by reference from Registrant's Current Report on Form 8-K/A dated
February 3, 1997)
10.104 Letter amendment to Employment Agreement between SpecTran Specialty Optics Company
and William B. Beck dated April 18, 1996. (Incorporated by reference to the
Registrant's Current Report on Form 8-K dated January 8, 1997)
10.105 Cross-Indemnity Agreement between SpecTran Corporation and Allen & Company
Incorporated.
23.1 Report and Consent of KPMG Peat Marwick. (Incorporated by reference to the
Registrant's Registration Statement on Form S-3 (Reg. No. 333-19449) filed January
9, 1997)
23.2 Consent of Hackmyer & Nordlicht. (Included in the opinion of counsel set forth as
Exhibit 5.1)
24.0 Power of Attorney. (Incorporated by reference to the Registrant's Registration
Statement on Form
S-3 (Reg. No. 333-19449) filed January 9, 1997)

ITEM 17. UNDERTAKINGS

5. (i) For the purpose of determining any liability under the Securities
Act of 1933, the information omitted from the form of prospectus filed as part
of this registration statement in reliance upon Rule 430A and contained in a
form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or
497(h) under the Securities Act shall be deemed to be part of this registration
statement as of the time it was declared effective.

(ii) For the purpose of determining any liability under the Securities Act
of 1933, each post-effective amendment that contains a form of prospectus shall
be deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the
registrant has duly caused this Amendment No. 2 to the Registration Statement on
Form S-3 to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Sturbridge, State of Massachusetts, on February 10,
1997.

SPECTRAN CORPORATION

/S/ RAYMOND E. JAEGER,
PH.D.
By:.................................
RAYMOND E. JAEGER, PH.D.
CHAIRMAN OF THE BOARD

Pursuant to the requirements of the Securities Act of 1933, as amended,
this Amendment No. 2 to the Registration Statement on Form S-3 has been signed
by the following persons in the capacities and on the dates indicated.

SIGNATURE TITLE DATE
- ------------------------------------------ ------------------------------ ------------------

/s/ DR. RAYMOND E. JAEGER Chairman of the Board of February 10, 1997
........................................ Directors (principal
DR. RAYMOND E. JAEGER executive officer)

/s/ GLENN E. MOORE President, Chief Executive February 10, 1997
........................................ Officer and Director
GLENN E. MOORE

/s/ BRUCE A. CANNON Senior Vice President, Chief February 10, 1997
........................................ Financial Officer,
BRUCE A. CANNON Secretary, Treasurer and
Director (principal
financial officer and
principal accounting
officer)

* Senior Vice President -- February 10, 1997
........................................ Technology and Director
JOHN E. CHAPMAN

/s/ IRA S. NORDLICHT Director February 10, 1997
........................................
IRA S. NORDLICHT

* Director February 10, 1997
........................................
DR. PAUL D. LAZAY

* Director February 10, 1997
........................................
RICHARD M. DONOFRIO
Director
........................................
DR. LILY K. LAI

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* By Bruce A. Cannon as attorney-in-fact

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EXHIBIT INDEX

EXHIBITS DESCRIPTION
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5.1 Opinion of Hackmyer & Nordlicht.
10.105 Cross-Indemnity Agreement between SpecTran Corporation and Allen & Company
Incorporated.
23.2 Consent of Hackmyer & Nordlicht. (Included in the opinion of counsel set forth as
Exhibit 5.1)