The present study of the two-stream instability in stellar disks with counter-rotating components of stars and/or gas is stimulated by recently discovered counter-rotating spiral and S0 galaxies. Strong linear two-stream instability of tightly-wrapped spiral waves is found for one and two-armed waves with the pattern angular speed of the unstable waves always intermediate between the angular speed of the co-rotating matter ($+��$) and that of the counter-rotating matter ($-��$). The instability arises from the interaction of positive and negative energy modes in the co- and counter-rotating components. The unstable waves are in general convective - they move in radius and radial wavenumber space - with the result that amplification of the advected wave is more important than the local growth rate. For a galaxy of co-rotating stars and counter-rotating stars of mass-fraction $��_* < {1\over 2}$, or of counter-rotating gas of mass-fraction $��_g < {1\over 2}$, the largest amplification is usually for the one-armed leading waves (with respect to the co-rotating stars). For the case of both counter-rotating stars and gas, the largest amplifications are for $��_*+��_g \approx {1\over 2}$, also for one-armed leading waves. The two-armed trailing waves usually have smaller amplifications. The growth rates and amplifications all decrease as the velocity spreads of the stars and/or gas increase. It is suggested that the spiral waves can provide an effective viscosity for the gas causing its accretion.

14 pages, submitted to ApJ. One table and 17 figures can be obtained by sending address to R. Lovelace at RVL1@cornell.edu