As filed with the Securities and Exchange Commission on December 20, 1999
                                                    Registration No. 333-

======================================================================

                       SECURITIES AND EXCHANGE COMMISSION

                              WASHINGTON, DC 20549

                                    FORM S-8

                             REGISTRATION STATEMENT

                        UNDER THE SECURITIES ACT OF 1933

                           CALIFORNIA AMPLIFIER, INC.

        (Exact Name of Registrant as Specified in its Charter)

==========================================================================
         Delaware                                         95-3647070
(State of Other Jurisdiction                          (I.R.S. Employer
of Incorporation or Organization)                    Identification Number)
==========================================================================


          CALIFORNIA AMPLIFIER, INC. 1999 STOCK OPTION PLAN
                         (Full Title of the Plan)

                          MICHAEL R. FERRON
                         CORPORATE SECRETARY
                       CALIFORNIA AMPLIFIER, INC.
                         460 CALLE SAN PABLO
                     CAMARILLO, CALIFORNIA 93012
                           (805) 987-9000
  (Name, Address, including zip code, and telephone number including
                   area code, of Agent for Service)

                           WITH A COPY TO:

                          PETER F. ZIEGLER, ESQ.
                      GIBSON, DUNN & CRUTCHER LLP
                          333 SOUTH GRAND AVENUE
                          LOS ANGELES, CA 90071
                            (213) 229-7000
<TABLE>
<CAPTION>
===================================================================================================
                         CALCULATION OF REGISTRATION FEE
===================================================================================================

                                                                  Proposed
Title of Securities       Amount to Be    Proposed Maximum         Maximum             Amount of
to be Registered         Registered (1)   Offering Price      Aggregate Offering      Registration
                                           Per Share (2)          Price (2)              Fee (3)
---------------------------------------------------------------------------------------------------
<S>   <C>                <C>              <C>                 <C>                     <C>
Common stock, par
value $0.01 per share.   1,000,000        $24.4375            $24,437,500             $6,451.50
---------------------------------------------------------------------------------------------------
</TABLE>

(1) Pursuant to Rule  416(a),  also  covers  additional  securities  that may be
    offered  as  a  result  of  stock   splits,   stock   dividends  or  similar
    transactions.
(2) Estimated solely for the purpose of determining the registration fee.
(3) Calculated pursuant to Rule 457(c) based upon the average of the
    high and low  prices  of the  Common  Stock on the  Nasdaq  Stock  Market on
    December 15, 1999 which was $24.4375.
========================================================================


<PAGE>

                                  INTRODUCTION

      This Registration  Statement on Form S-8 is filed by California Amplifier,
Inc.,  a Delaware  corporation  (the  "Company"  or  "Registrant"),  relating to
1,000,000  shares of its common  stock,  par value $0.01 per share (the  "Common
Stock"),  issuable to eligible persons under the California Amplifier, Inc. 1999
Stock Option Plan (the "Plan").

                                     PART I

           INFORMATION REQUIRED IN SECTION 10(A) PROSPECTUS

ITEM 1.    PLAN INFORMATION.

      Not filed as part of this Registration  Statement pursuant to Note to Part
1 of Form S-8

ITEM 2.    REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.

      Not filed as part of this Registration  Statement pursuant to Note to Part
1 of Form S-8

                               PART II

          INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.    INCORPORATION OF DOCUMENTS BY REFERENCE.

      The following  documents,  which previously have been filed by the Company
with the Securities and Exchange Commission (the "Commission"), are incorporated
herein by reference and made a part hereof:

      (i) The  Company's  Annual  Report on Form 10-K for the fiscal  year ended
February 27, 1999;

      (ii) The Company's  Quarterly Reports on Form 10-Q for the fiscal quarters
ended May 29, 1999, August 28, 1999.

      (iii)The  Company's Current Reports on Forms 8-K and 8-K/A, filed with the
Commission on May 3, 1999 and July 1, 1999, respectively;

      (iv) All other  reports  filed  pursuant to Section  13(a) or 15(d) of the
Securities  Exchange Act of 1934, as amended (the "Exchange Act"), since the end
of the fiscal year covered by the Annual Report referred to in (i) above; and

      (v)  The  description  of the  Common  Stock  contained  in the  Company's
Registration  Statement on Form S-1/A,  filed with the  Commission  on March 25,
1993,  including  any amendment or report filed for the purpose of updating such
description.

      All reports and other documents filed by the Company  pursuant to Sections
13(a),  13(c),  14 or 15(d) of the Exchange Act  subsequent  to the date of this
Registration  Statement  and prior to the filing of a  post-effective  amendment
hereto,  which indicates that all securities offered hereunder have been sold or
which  deregisters all securities then remaining  unsold,  shall be deemed to be
incorporated by reference herein and to be a part hereof from the date of filing
of such documents.

      For purposes of this Registration Statement, any document or any statement
contained  in a document  incorporated  or deemed to be  incorporated  herein by
reference  shall be deemed to be  modified  or  superseded  to the extent that a
subsequently  filed  document  or a statement  contained  herein or in any other
subsequently filed document which also is or is deemed to be incorporated herein
by reference  modifies or  supersedes  such  document or such  statement in such
document. Any statement so modified or superseded shall not be deemed, except as
so modified or superseded, to constitute a part of this Registration Statement.

ITEM 4.    DESCRIPTION OF SECURITIES.

      Not applicable.

ITEM 5.    INTERESTS OF NAMED EXPERTS AND COUNSEL.

      Not applicable.

ITEM 6.    INDEMNIFICATION OF DIRECTORS AND OFFICERS.

           Article VII of the  Registrant's  Certificate  of  Incorporation  and
Article VII of its Bylaws provide for the indemnification by the Company of each
director, officer and employee of the Company to the fullest extent permitted by
the Delaware  General  Corporation  law, as the same exists or may  hereafter be
amended.  Section  145 of the  Delaware  General  Corporation  Law  provides  in
relevant part that a corporation  may indemnify any person who was or is a party
or is  threatened  to be made a party to any  threatened,  pending or  completed
action,  suit  or  proceeding,   whether  civil,  criminal,   administrative  or
investigative  (other than an action by or in the right of the  corporation)  by
reason of the fact that such person is or was a director,  officer,  employee or
agent of the corporation, or is or was serving at the request of the corporation
as a director,  officer, employee or agent of another corporation,  partnership,
joint venture, trust or other enterprise, against expenses (including attorneys'
fees),  judgments,  fines and amounts paid in settlement actually and reasonably
incurred by such person in  connection  with such action,  suit or proceeding if
such person acted in good faith and in a manner such person reasonably  believed
to be in or not opposed to the best  interests  of the  corporation,  and,  with
respect to any criminal action or proceeding, had no reasonable cause to believe
such person's conduct was unlawful.

      In addition,  Section 145 provides  that a  corporation  may indemnify any
person  who  was  or is a  party  or is  threatened  to be  made a  party  to ay
threatened,  pending  or  completed  action  or suit by or in the  right  of the
corporation  to procure a judgment  in its favor by reason of the fact that such
person is or was a director,  officer, employee or agent of the corporation,  or
is or was serving at the  request of the  corporation  as a  director,  officer,
employee or agent of another corporation,  partnership,  joint venture, trust or
other  enterprise  against  expenses  (including  attorneys'  fees) actually and
reasonably  incurred by such person in connection with the defense or settlement
of such  action or sit if such  person  acted in good faith and in a manner such
person reasonably  believed to be in or not opposed to the best interests of the
corporation and except that no  indemnification  shall be made in respect of any
claim,  issue or matter as to which such person  shall have been  adjudged to be
liable to the corporation  unless and only to the extent that the Delaware Court
of  Chancery  or the  court in which  such  action  or suit  was  brought  shall
determine upon  application  that,  despite the adjudication of liability but in
view of all the  circumstances of the case, such person is fairly and reasonably
entitled to indemnity for such expenses  which the Delaware Court of Chancery or
such other court shall deem proper.  Delaware law further  provides that nothing
in the above-described  provisions shall be deemed exclusive of any other rights
to  indemnification  or  advancement  of  expenses  to which any  person  may be
entitled  under any bylaw,  agreement,  vote of  stockholders  or  disinterested
directors or otherwise.

      In  October  1987,   the  Company   effectively   entered  into,  and  the
stockholders  of the Company  ratified,  an indemnity  agreement with William E.
McKenna as a director of the Company. In August 1991, the Company entered into a
separate indemnity  agreement with Arthur H. Hausman. In March 1994, the Company
entered into a separate  indemnity  agreement with Ira Coron. The purpose of the
indemnity agreements is to provide the broadest possible  indemnification of the
persons entering into the indemnity agreement consistent with applicable law.

      Should  Section  2115 of the  California  Corporations  Code  apply to the
Registrant,  the  Registrant's  ability to indemnify  its  directors,  officers,
employees and agents pursuant to the Certificate of  Incorporation,  the Bylaws,
the Indemnity  Agreements or otherwise may be further limited in accordance with
the provisions of the California  Corporations  Code made  applicable by Section
2115.

      The Company  maintains an insurance policy that indemnifies  directors and
officers against certain liabilities under certain circumstances.

ITEM 7.    EXEMPTION FROM REGISTRATION CLAIMED.

      Not applicable.

ITEM 8.    EXHIBITS.

      Unless  otherwise  indicated  below as being  incorporated by reference to
another  filing  of the  Company  with  the  Commission,  each of the  following
exhibits is filed herewith:

EXHIBIT NO. DESCRIPTION

4.1             California Amplifier, Inc., 1999 Stock Option Plan.

4.2*            Certificate  of  Incorporation  of California  Amplifier,  Inc.,
                filed as Exhibit 3.1 to the  Registrant's  Statement on Form S-1
                (33-59702)  and filed as  Exhibit  3.1 to Form 10-K for the year
                ended February 27, 1999,  and by this reference is  incorporated
                herein and made a part hereof.

4.3*            Amendment  to   Certificate  of   Incorporation   of  California
                Amplifier,  Inc., filed with the Delaware  Secretary of State on
                September  19, 1996 and filed as Exhibit  3.1.1 to Form 10-K for
                the year ended  February  27,  1999,  and by this  reference  is
                incorporated herein and made a part hereof.

4.4*            By-Laws of California Amplifier,  Inc., as amended and restated,
                filed as Exhibit 3.2 to Registrant's Form 8-K dated February 27,
                1992,  and by this reference is  incorporated  herein and made a
                part hereof.

5.1             Legal Opinion of Gibson, Dunn & Crutcher LLP.

23.1            Consent of Gibson, Dunn & Crutcher LLP (contained in
                Exhibit 5.1).

23.2            Consent of Arthur Andersen LLP, Independent Auditors.

24.1            Power of Attorney (contained on signature page
                hereto).

* Incorporated by reference.

ITEM 9.    UNDERTAKINGS.

      (1) The undersigned Registrant hereby undertakes:

           (a)  To file,  during any  period in which  offers or sales are being
                made, a post-effective amendment to this registration statement:

                     (i)To include any prospectus required by section
                10(a)(3) of the Securities Act of 1933;

                     (ii) To  reflect  in the  prospectus  any  facts or  events
                arising after the effective date of the  registration  statement
                (or the most recent  post-effective  amendment  thereof)  which,
                individually or in the aggregate, represent a fundamental change
                in the  information  set  forth in the  registration  statement.
                Notwithstanding  the  foregoing,  any  increase  or  decrease in
                volume  of  securities  offered  (if the total  dollar  value of
                securities  offered would not exceed that which was  registered)
                and any  deviation  from  the low or high  and of the  estimated
                maximum   offering  range  may  be  reflected  in  the  form  of
                prospectus filed with the Commission pursuant to Rule 424(b) if,
                in the aggregate,  the changes in volume and price  represent no
                more than a 20 percent change in the maximum aggregate  offering
                price set forth in the  "Calculation of Registration  Fee" table
                in the effective registration statement;

                     (iii)To  include any material  information  with respect to
                the  plan  of  distribution  not  previously  disclosed  in  the
                registration   statement   or  any   material   change  to  such
                information in the registration statement;

      PROVIDED,  HOWEVER,  that paragraphs (1)(a)(i) and (1)(a)(ii) do not apply
      if the information  required to be included in a post-effective  amendment
      by  those  paragraphs  is  contained  in  periodic  reports  filed  by the
      Registrant  pursuant to Section 13 or Section  15(d) of the  Exchange  Act
      that are incorporated by reference in this registration statement.

           (b)  That,  for the purpose of  determining  any liability  under the
                Securities  Act,  each such  post-effective  amendment  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.

           (c)  To  remove  from  registration  by  means  of  a  post-effective
                amendment any of the securities  being  registered  which remain
                unsold at the termination of the offering.

      (2) The undersigned  Registrant  hereby  undertakes  that, for purposes of
determining  any  liability  under  the  Securities  Act,  each  filing  of  the
Registrant's  annual  report  pursuant to Section  13(a) or Section 15(d) of the
Exchange Act that is  incorporated  by reference in the  Registration  Statement
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.

      (3)  Insofar  as  indemnification   for  liabilities   arising  under  the
Securities Act may be permitted to directors,  officers and controlling  persons
of the  Registrant  pursuant to the  foregoing  provisions,  or  otherwise,  the
Registrant  has been advised that in the opinion of the  Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore,  unenforceable. In the event that a claim for indemnification
against such  liabilities  (other than the payment by the Registrant of expenses
incurred or paid by a director,  officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director,  officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.


<PAGE>

                                   SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for filing  this Form S-8 and has duly  caused  this  registration
statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the City of Camarillo, State of California on December 20, 1999.

                                                  CALIFORNIA AMPLIFIER, INC.
                                                  By: /s/ Fred M. Sturm
                                                  Title: Chief Executive Officer
                                                    President, and Director

                          POWER OF ATTORNEY

      KNOW ALL  PERSONS BY THESE  PRESENTS,  that each  person  whose  signature
appears  below does hereby  constitute  and appoint Fred M. Sturm and Michael R.
Ferron,  and each of them, with full power of substitution and full power to act
without the other, his true and lawful attorney-in-fact and agent to act for him
or her in his or her name,  place and stead, in any and all capacities,  to sign
any  and  all   amendments   (including   post-effective   amendments)  to  this
Registration Statement and any subsequent registration statement the Company may
hereafter  file with the  Securities  and Exchange  Commission  pursuant to Rule
462(b) under the Securities Act to register  additional  shares of common stock,
and to file this Registration  Statement,  with all exhibits thereto,  and other
documents in connection therewith,  with the Securities and Exchange Commission,
granting unto said  attorneys-in-fact  and agents,  and each of them, full power
and  authority  to do and  perform  each and every act and thing  requisite  and
necessary to be done in order to  effectuate  the same as fully,  to all intents
and purposes,  as they, he or she might or could do in person,  hereby ratifying
and confirming all that said  attorneys-in-fact  and agents, or any of them, may
lawfully do or cause to be done by virtue hereof.

      Pursuant  to  the  requirements  of  the  Securities  Act  of  1933,  this
Registration  Statement  has been signed below by the  following  persons in the
capacities indicated below and on the dates indicated.

======================================================================
SIGNATURE               TITLE                        DATE
======================================================================
/S/ IRA CORON           Chairman of the Board of     December 20, 1999
======================================================================
/S/ FRED M. STURM       Chief Executive Officer,     December 20, 1999
======================================================================
/S/ WILLIAM E. MCKENNA  Director                     December 20, 1999
=====================================================================
/S/ ARTHUR H. HAUSMAN   Director                     December 20, 1999
======================================================================
/S/ THOMAS L. RINGER    Director                     December 20, 1999
======================================================================
/S/ MICHAEL R. FERRON   Vice President, Finance,     December 20, 1999


<PAGE>


                          INDEX TO EXHIBITS


    4.1      1999 Stock Option Plan
    5.1      Legal Opinion of Gibson, Dunn & Crutcher LLP.
    23.1     Consent of Gibson, Dunn & Crutcher LLP
    23.2     Consent of Arthur Andersen LLP, Independent
    24.1     Power of Attorney (contained on signature page
[{"type": "S-8", "sequence": "1", "description": "1999 STOCK OPTION PLAN", "secsgml_size_bytes": 21208}]
{"company-data": {"conformed-name": "CALIFORNIA AMPLIFIER INC", "cik": "0000730255", "assigned-sic": "3663", "irs-number": "953647070", "state-of-incorporation": "DE", "fiscal-year-end": "0228"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-93097", "film-number": "99777502"}, "business-address": {"street1": "460 CALLE SAN PABLO", "city": "CAMARILLO", "state": "CA", "zip": "93012", "phone": "8059879000"}, "mail-address": {"street1": "460 CALLE SAN PABLO", "city": "CAMARILLO", "state": "CA", "zip": "93012"}}
As filed with the Securities and Exchange Commission on December 20, 1999
                                                    Registration No. 333-

======================================================================

                       SECURITIES AND EXCHANGE COMMISSION

                              WASHINGTON, DC 20549

                                    FORM S-8

                             REGISTRATION STATEMENT

                        UNDER THE SECURITIES ACT OF 1933

                           CALIFORNIA AMPLIFIER, INC.

        (Exact Name of Registrant as Specified in its Charter)

==========================================================================
         Delaware                                         95-3647070
(State of Other Jurisdiction                          (I.R.S. Employer
of Incorporation or Organization)                    Identification Number)
==========================================================================

          CALIFORNIA AMPLIFIER, INC. 1999 STOCK OPTION PLAN
                         (Full Title of the Plan)

                          MICHAEL R. FERRON
                         CORPORATE SECRETARY
                       CALIFORNIA AMPLIFIER, INC.
                         460 CALLE SAN PABLO
                     CAMARILLO, CALIFORNIA 93012
                           (805) 987-9000
  (Name, Address, including zip code, and telephone number including
                   area code, of Agent for Service)

                           WITH A COPY TO:

                          PETER F. ZIEGLER, ESQ.
                      GIBSON, DUNN & CRUTCHER LLP
                          333 SOUTH GRAND AVENUE
                          LOS ANGELES, CA 90071
                            (213) 229-7000
===================================================================================================
                         CALCULATION OF REGISTRATION FEE
===================================================================================================

                                                                  Proposed
Title of Securities       Amount to Be    Proposed Maximum         Maximum             Amount of
to be Registered         Registered (1)   Offering Price      Aggregate Offering      Registration
                                           Per Share (2)          Price (2)              Fee (3)
---------------------------------------------------------------------------------------------------
Common stock, par
value $0.01 per share.   1,000,000        $24.4375            $24,437,500             $6,451.50
---------------------------------------------------------------------------------------------------
(1) Pursuant to Rule  416(a),  also  covers  additional  securities  that may be
    offered  as  a  result  of  stock   splits,   stock   dividends  or  similar
    transactions.
(2) Estimated solely for the purpose of determining the registration fee.
(3) Calculated pursuant to Rule 457(c) based upon the average of the
    high and low  prices  of the  Common  Stock on the  Nasdaq  Stock  Market on
    December 15, 1999 which was $24.4375.
========================================================================
INTRODUCTION

      This Registration  Statement on Form S-8 is filed by California Amplifier,
Inc.,  a Delaware  corporation  (the  "Company"  or  "Registrant"),  relating to
1,000,000  shares of its common  stock,  par value $0.01 per share (the  "Common
Stock"),  issuable to eligible persons under the California Amplifier, Inc. 1999
Stock Option Plan (the "Plan").

                                     PART I

           INFORMATION REQUIRED IN SECTION 10(A) PROSPECTUS

ITEM 1.    PLAN INFORMATION.

      Not filed as part of this Registration  Statement pursuant to Note to Part
1 of Form S-8

ITEM 2.    REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.

      Not filed as part of this Registration  Statement pursuant to Note to Part
1 of Form S-8

                               PART II

          INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.    INCORPORATION OF DOCUMENTS BY REFERENCE.

      The following  documents,  which previously have been filed by the Company
with the Securities and Exchange Commission (the "Commission"), are incorporated
herein by reference and made a part hereof:

      (i) The  Company's  Annual  Report on Form 10-K for the fiscal  year ended
February 27, 1999;

      (ii) The Company's  Quarterly Reports on Form 10-Q for the fiscal quarters
ended May 29, 1999, August 28, 1999.

      (iii)The  Company's Current Reports on Forms 8-K and 8-K/A, filed with the
Commission on May 3, 1999 and July 1, 1999, respectively;

      (iv) All other  reports  filed  pursuant to Section  13(a) or 15(d) of the
Securities  Exchange Act of 1934, as amended (the "Exchange Act"), since the end
of the fiscal year covered by the Annual Report referred to in (i) above; and

      (v)  The  description  of the  Common  Stock  contained  in the  Company's
Registration  Statement on Form S-1/A,  filed with the  Commission  on March 25,
1993,  including  any amendment or report filed for the purpose of updating such
description.

      All reports and other documents filed by the Company  pursuant to Sections
13(a),  13(c),  14 or 15(d) of the Exchange Act  subsequent  to the date of this
Registration  Statement  and prior to the filing of a  post-effective  amendment
hereto,  which indicates that all securities offered hereunder have been sold or
which  deregisters all securities then remaining  unsold,  shall be deemed to be
incorporated by reference herein and to be a part hereof from the date of filing
of such documents.

      For purposes of this Registration Statement, any document or any statement
contained  in a document  incorporated  or deemed to be  incorporated  herein by
reference  shall be deemed to be  modified  or  superseded  to the extent that a
subsequently  filed  document  or a statement  contained  herein or in any other
subsequently filed document which also is or is deemed to be incorporated herein
by reference  modifies or  supersedes  such  document or such  statement in such
document. Any statement so modified or superseded shall not be deemed, except as
so modified or superseded, to constitute a part of this Registration Statement.

ITEM 4.    DESCRIPTION OF SECURITIES.

      Not applicable.

ITEM 5.    INTERESTS OF NAMED EXPERTS AND COUNSEL.

      Not applicable.

ITEM 6.    INDEMNIFICATION OF DIRECTORS AND OFFICERS.

           Article VII of the  Registrant's  Certificate  of  Incorporation  and
Article VII of its Bylaws provide for the indemnification by the Company of each
director, officer and employee of the Company to the fullest extent permitted by
the Delaware  General  Corporation  law, as the same exists or may  hereafter be
amended.  Section  145 of the  Delaware  General  Corporation  Law  provides  in
relevant part that a corporation  may indemnify any person who was or is a party
or is  threatened  to be made a party to any  threatened,  pending or  completed
action,  suit  or  proceeding,   whether  civil,  criminal,   administrative  or
investigative  (other than an action by or in the right of the  corporation)  by
reason of the fact that such person is or was a director,  officer,  employee or
agent of the corporation, or is or was serving at the request of the corporation
as a director,  officer, employee or agent of another corporation,  partnership,
joint venture, trust or other enterprise, against expenses (including attorneys'
fees),  judgments,  fines and amounts paid in settlement actually and reasonably
incurred by such person in  connection  with such action,  suit or proceeding if
such person acted in good faith and in a manner such person reasonably  believed
to be in or not opposed to the best  interests  of the  corporation,  and,  with
respect to any criminal action or proceeding, had no reasonable cause to believe
such person's conduct was unlawful.

      In addition,  Section 145 provides  that a  corporation  may indemnify any
person  who  was  or is a  party  or is  threatened  to be  made a  party  to ay
threatened,  pending  or  completed  action  or suit by or in the  right  of the
corporation  to procure a judgment  in its favor by reason of the fact that such
person is or was a director,  officer, employee or agent of the corporation,  or
is or was serving at the  request of the  corporation  as a  director,  officer,
employee or agent of another corporation,  partnership,  joint venture, trust or
other  enterprise  against  expenses  (including  attorneys'  fees) actually and
reasonably  incurred by such person in connection with the defense or settlement
of such  action or sit if such  person  acted in good faith and in a manner such
person reasonably  believed to be in or not opposed to the best interests of the
corporation and except that no  indemnification  shall be made in respect of any
claim,  issue or matter as to which such person  shall have been  adjudged to be
liable to the corporation  unless and only to the extent that the Delaware Court
of  Chancery  or the  court in which  such  action  or suit  was  brought  shall
determine upon  application  that,  despite the adjudication of liability but in
view of all the  circumstances of the case, such person is fairly and reasonably
entitled to indemnity for such expenses  which the Delaware Court of Chancery or
such other court shall deem proper.  Delaware law further  provides that nothing
in the above-described  provisions shall be deemed exclusive of any other rights
to  indemnification  or  advancement  of  expenses  to which any  person  may be
entitled  under any bylaw,  agreement,  vote of  stockholders  or  disinterested
directors or otherwise.

      In  October  1987,   the  Company   effectively   entered  into,  and  the
stockholders  of the Company  ratified,  an indemnity  agreement with William E.
McKenna as a director of the Company. In August 1991, the Company entered into a
separate indemnity  agreement with Arthur H. Hausman. In March 1994, the Company
entered into a separate  indemnity  agreement with Ira Coron. The purpose of the
indemnity agreements is to provide the broadest possible  indemnification of the
persons entering into the indemnity agreement consistent with applicable law.

      Should  Section  2115 of the  California  Corporations  Code  apply to the
Registrant,  the  Registrant's  ability to indemnify  its  directors,  officers,
employees and agents pursuant to the Certificate of  Incorporation,  the Bylaws,
the Indemnity  Agreements or otherwise may be further limited in accordance with
the provisions of the California  Corporations  Code made  applicable by Section
2115.

      The Company  maintains an insurance policy that indemnifies  directors and
officers against certain liabilities under certain circumstances.

ITEM 7.    EXEMPTION FROM REGISTRATION CLAIMED.

      Not applicable.

ITEM 8.    EXHIBITS.

      Unless  otherwise  indicated  below as being  incorporated by reference to
another  filing  of the  Company  with  the  Commission,  each of the  following
exhibits is filed herewith:

EXHIBIT NO. DESCRIPTION

4.1             California Amplifier, Inc., 1999 Stock Option Plan.

4.2*            Certificate  of  Incorporation  of California  Amplifier,  Inc.,
                filed as Exhibit 3.1 to the  Registrant's  Statement on Form S-1
                (33-59702)  and filed as  Exhibit  3.1 to Form 10-K for the year
                ended February 27, 1999,  and by this reference is  incorporated
                herein and made a part hereof.

4.3*            Amendment  to   Certificate  of   Incorporation   of  California
                Amplifier,  Inc., filed with the Delaware  Secretary of State on
                September  19, 1996 and filed as Exhibit  3.1.1 to Form 10-K for
                the year ended  February  27,  1999,  and by this  reference  is
                incorporated herein and made a part hereof.

4.4*            By-Laws of California Amplifier,  Inc., as amended and restated,
                filed as Exhibit 3.2 to Registrant's Form 8-K dated February 27,
                1992,  and by this reference is  incorporated  herein and made a
                part hereof.

5.1             Legal Opinion of Gibson, Dunn & Crutcher LLP.

23.1            Consent of Gibson, Dunn & Crutcher LLP (contained in
                Exhibit 5.1).

23.2            Consent of Arthur Andersen LLP, Independent Auditors.

24.1            Power of Attorney (contained on signature page
                hereto).

* Incorporated by reference.

ITEM 9.    UNDERTAKINGS.

      (1) The undersigned Registrant hereby undertakes:

           (a)  To file,  during any  period in which  offers or sales are being
                made, a post-effective amendment to this registration statement:

                     (i)To include any prospectus required by section
                10(a)(3) of the Securities Act of 1933;

                     (ii) To  reflect  in the  prospectus  any  facts or  events
                arising after the effective date of the  registration  statement
                (or the most recent  post-effective  amendment  thereof)  which,
                individually or in the aggregate, represent a fundamental change
                in the  information  set  forth in the  registration  statement.
                Notwithstanding  the  foregoing,  any  increase  or  decrease in
                volume  of  securities  offered  (if the total  dollar  value of
                securities  offered would not exceed that which was  registered)
                and any  deviation  from  the low or high  and of the  estimated
                maximum   offering  range  may  be  reflected  in  the  form  of
                prospectus filed with the Commission pursuant to Rule 424(b) if,
                in the aggregate,  the changes in volume and price  represent no
                more than a 20 percent change in the maximum aggregate  offering
                price set forth in the  "Calculation of Registration  Fee" table
                in the effective registration statement;

                     (iii)To  include any material  information  with respect to
                the  plan  of  distribution  not  previously  disclosed  in  the
                registration   statement   or  any   material   change  to  such
                information in the registration statement;

      PROVIDED,  HOWEVER,  that paragraphs (1)(a)(i) and (1)(a)(ii) do not apply
      if the information  required to be included in a post-effective  amendment
      by  those  paragraphs  is  contained  in  periodic  reports  filed  by the
      Registrant  pursuant to Section 13 or Section  15(d) of the  Exchange  Act
      that are incorporated by reference in this registration statement.

           (b)  That,  for the purpose of  determining  any liability  under the
                Securities  Act,  each such  post-effective  amendment  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.

           (c)  To  remove  from  registration  by  means  of  a  post-effective
                amendment any of the securities  being  registered  which remain
                unsold at the termination of the offering.

      (2) The undersigned  Registrant  hereby  undertakes  that, for purposes of
determining  any  liability  under  the  Securities  Act,  each  filing  of  the
Registrant's  annual  report  pursuant to Section  13(a) or Section 15(d) of the
Exchange Act that is  incorporated  by reference in the  Registration  Statement
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.

      (3)  Insofar  as  indemnification   for  liabilities   arising  under  the
Securities Act may be permitted to directors,  officers and controlling  persons
of the  Registrant  pursuant to the  foregoing  provisions,  or  otherwise,  the
Registrant  has been advised that in the opinion of the  Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore,  unenforceable. In the event that a claim for indemnification
against such  liabilities  (other than the payment by the Registrant of expenses
incurred or paid by a director,  officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director,  officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for filing  this Form S-8 and has duly  caused  this  registration
statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the City of Camarillo, State of California on December 20, 1999.

                                                  CALIFORNIA AMPLIFIER, INC.
                                                  By: /s/ Fred M. Sturm
                                                  Title: Chief Executive Officer
                                                    President, and Director

                          POWER OF ATTORNEY

      KNOW ALL  PERSONS BY THESE  PRESENTS,  that each  person  whose  signature
appears  below does hereby  constitute  and appoint Fred M. Sturm and Michael R.
Ferron,  and each of them, with full power of substitution and full power to act
without the other, his true and lawful attorney-in-fact and agent to act for him
or her in his or her name,  place and stead, in any and all capacities,  to sign
any  and  all   amendments   (including   post-effective   amendments)  to  this
Registration Statement and any subsequent registration statement the Company may
hereafter  file with the  Securities  and Exchange  Commission  pursuant to Rule
462(b) under the Securities Act to register  additional  shares of common stock,
and to file this Registration  Statement,  with all exhibits thereto,  and other
documents in connection therewith,  with the Securities and Exchange Commission,
granting unto said  attorneys-in-fact  and agents,  and each of them, full power
and  authority  to do and  perform  each and every act and thing  requisite  and
necessary to be done in order to  effectuate  the same as fully,  to all intents
and purposes,  as they, he or she might or could do in person,  hereby ratifying
and confirming all that said  attorneys-in-fact  and agents, or any of them, may
lawfully do or cause to be done by virtue hereof.

      Pursuant  to  the  requirements  of  the  Securities  Act  of  1933,  this
Registration  Statement  has been signed below by the  following  persons in the
capacities indicated below and on the dates indicated.

======================================================================
SIGNATURE               TITLE                        DATE
======================================================================
/S/ IRA CORON           Chairman of the Board of     December 20, 1999
======================================================================
/S/ FRED M. STURM       Chief Executive Officer,     December 20, 1999
======================================================================
/S/ WILLIAM E. MCKENNA  Director                     December 20, 1999
=====================================================================
/S/ ARTHUR H. HAUSMAN   Director                     December 20, 1999
======================================================================
/S/ THOMAS L. RINGER    Director                     December 20, 1999
======================================================================
/S/ MICHAEL R. FERRON   Vice President, Finance,     December 20, 1999
INDEX TO EXHIBITS

    4.1      1999 Stock Option Plan
    5.1      Legal Opinion of Gibson, Dunn & Crutcher LLP.
    23.1     Consent of Gibson, Dunn & Crutcher LLP
    23.2     Consent of Arthur Andersen LLP, Independent
    24.1     Power of Attorney (contained on signature page