SPECTRUM SIGNAL PROCESSING INC
6-K, 2000-02-10
ELECTRONIC COMPONENTS & ACCESSORIES
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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C.  20549

                                    FORM 6-K

                        Report of Foreign Private Issuer
                      Pursuant to Rule 13a-16 or 15d-16 of
                       the Securities Exchange Act of 1934

                       For the Month of:    January, 2000

                         SPECTRUM SIGNAL PROCESSING INC.
                               (Registrant's Name)

               One Spectrum Court, 2700 Production Way, Suite 200
                   Burnaby, British Columbia, Canada  V5A 4X1
                    (Address of Principal Corporate Offices)

     Indicate  by  check  mark  whether the registrant files or will file annual
reports  under  cover  of  Form  20-F  or  Form  40-F:

                Form 20-F   [X]                 Form 40-F   [  ]

     Indicate by check mark whether the registrant by furnishing the information
contained  in  this  Form  is  also  thereby  furnishing  the information to the
Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934:

                    Yes   [  ]                       No   [X]

     If  "Yes"  is  marked,  indicate  below  the  file  number  assigned to the
registrant  in  connection  with  Rule  12g30-2(b):  82-__________.

<PAGE>
                                  FORM 27
        MATERIAL CHANGE REPORT UNDER SECTION 85(1) OF THE SECURITIES ACT
        ----------------------------------------------------------------
                               (BRITISH COLUMBIA)
                               ------------------
          MATERIAL CHANGE REPORT UNDER SECTION 74 OF THE SECURITIES ACT
          -------------------------------------------------------------
                                    (ONTARIO)
                                    ---------
ITEM  1     Reporting  Issuer
Spectrum  Signal  Processing  Inc.
#200  One  Spectrum  Court
2700  Production  Way
Burnaby,  B.C.

Telephone:  (604)421-5422
ITEM  2     Date  of  Material  Change
January  6,  2000
ITEM  3     Press  Release
January  6,  2000
Burnaby,  British  Columbia
ITEM  4     Summary  of  Material  Change
The  Company announced the appointment of Pascal Spothelfer as its new President
and  CEO,  effective  immediately.
ITEM  5     Full  Description  of  Material  Change

ITEM  6     Confidential  Report
N/A
ITEM  7     Omitted  Information
N/A

ITEM  8     Senior  Officers
            ----------------
          Martin  McConnell
          Chief  Financial  Officer

<PAGE>

ITEM  9     Statement  of  Senior  Officer
            ------------------------------
The  foregoing  accurately  discloses  the  material  change referred to herein.
          DATED  at  Vancouver,  B.C.  this  14th  day  of  January,  2000.


                                   /s/Martin  McConnell
                                   ------------------
                                   MARTIN  McCONNELL,
                                   Chief  Financial  Officer

<PAGE>
                      SCHEDULE "A"
                                         DSP SYSTEMS WORLDWIDE
                                         ---------------------
                                         SPECTRUM

F  O  R   .   I  M  M  E  D  I  A  T  E   .   R  E  L  E  A  S  E
- -----------------------------------------------------------------

RELEASE  DATE:     January  6,  2000
CONTACT:          Karen  Elliott,  Spectrum  -  Investor  Communications,
604-421-5422
               Email:  [email protected]


                   SPECTRUM SIGNAL PROCESSING APPOINTS NEW CEO


BURNABY,  B.C.,  CANADA  -  JANUARY  6,  2000  - Spectrum Signal Processing Inc.
(NASDAQ:  SSPI  /  TSE:SSY),  a  world  leader in multiprocessing digital signal
processing  (DSP)  systems, today announced the appointment of Pascal Spothelfer
as  Spectrum's new President and CEO.  Mr. Spothelfer's appointment is effective
immediately.

"Mr.  Spothelfer's  appointment  aligns  Spectrum's  existing  strengths  in its
technology  and  its people with an individual who is a skilled strategist and a
strong  leader  both  operationally  and  in  the area of managing change.  I am
excited  to  be  working  with  Pascal as Spectrum focuses on key growth markets
where  we  can  leverage our core competencies and take advantage of substantial
growth  opportunities  going  forward," said Ken Spencer, Chair, Spectrum Signal
Processing.  "The Board of Directors will also be seeking opportunities over the
next  six  months  to appoint new Directors, whose expertise will complement our
more  focused  strategy  and ensure that we have the strongest team assembled at
all  levels  of  the  Company,"  he  added.

Mr.  Spothelfer's  experience  includes  managing  all  aspects  of  strategic
development,  including  joint  venture  activities  and  merger and acquisition
planning  as  Senior  Vice  President,  Strategic Development at Teekay Shipping
Corporation,  a  NYSE-listed  company  with  revenues  of  approximately  US$500
million.  From  1994 to 1998, Mr. Spothelfer held the positions of President and
Chief Operating Officer and later President and CEO of NovAtel Inc - a high-tech
company  specializing  in  global  positioning  systems.  During  his  tenure at
NovAtel,  Mr.  Spothelfer  spearheaded  sweeping restructuring that returned the
company  to  revenue  and earnings growth and led the company's IPO on NASDAQ in
1997.

<PAGE>

Prior  to  1994,  Mr.  Spothelfer  held  a  variety  of business development and
consulting  positions  in  Europe including two years with The Boston Consulting
Group.  Mr.  Spothelfer  has been a director of Spectrum Signal Processing since
March  of  1999  and his experience in this role will enable him to move forward
quickly  with  the  new  strategic  plan.

"I  am  very  excited  about  the  opportunities  that  lie  ahead for Spectrum.
Spectrum  has  an  extremely  strong technical foundation, is well positioned to
penetrate  further into some of its traditional markets and to take advantage of
emerging  applications  in  high growth sectors such as telecommunications," Mr.
Spothelfer  said.  "I  am looking forward to leading the changes at Spectrum and
to  the  strategic  repositioning  of  the Company.  I anticipate providing more
details  on  Spectrum's  future  strategic  direction over the coming weeks," he
added.

Mr. Spothelfer's academic achievements include a Masters of Law, a Ph.D. in Law,
and  an  MBA  from  Institut  d'Administration  des Affaires (INSEAD) in France.

Spectrum  Signal  Processing is a world leader in multiprocessing digital signal
processing  (DSP)  systems,  providing  sophisticated  hardware  and  software
solutions  to  commercial  and  defense  customers  in  a variety of high growth
markets  including  communications  intelligence,  radar,  imaging,  and
telecommunications.  Spectrum  can  be  found  on  the  web  at
http://www.spectrumsignal.com  and is located at One Spectrum Court, #200 - 2700
                       ------
Production  Way,  Burnaby, B.C., Canada.  ph (604) 421-5422; fax (604) 421-1764.
Any  statements  made  by  the  company  that  are  not  historical  facts  are
forward-looking  statements  that  are pursuant to the safe harbor provisions of
the  Private  Securities  Litigation  Reform  Act  of  1995.  Forward-looking
statements involve risks and uncertainties, including the timely development and
acceptance  of  new  products,  the  impact of competitive products and pricing,
changing  market  conditions  and  the  other  risks  detailed  in the company's
prospectus  and  from  time to time in other filings.  Actual results may differ
materially from those projected.  These forward-looking statements represent the
company's  judgment  as of the date of this release.  The company may or may not
update  these  forward-looking  statements  in  the  future.



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