As filed with the Securities and Exchange Commission on August 19, 1998
Registration Number 333-

                           SECURITIES AND EXCHANGE COMMISSION
                                 WASHINGTON, D.C. 20549


                                     FORM S-8
                               REGISTRATION STATEMENT
                           UNDER THE SECURITIES ACT OF 1933

                          CALIFORNIA MICRO DEVICES CORPORATION
                          ------------------------------------
                   (Exact name of Registrant as specified in its charter)

         California                                    94-2672609
         ----------                                    ----------
      (State or other                           (IRS Employer incorporation 
 jurisdiction organization)                           Identification No.)


                  215 Topaz Street, Milpitas, California  95035-5430
                  --------------------------------------------------
    (Address, including Zip Code, of Registrant's Principal Executive Offices)

-------------------------------------------------------------------------------
                1995 STOCK OPTION PLAN - AMENDED AS OF JULY 26, 1996;
                        JULY 18, 1997 AND AUGUST 7, 1998
                                      and
           1995 NON-EMPLOYEE DIRECTORS' STOCK OPTION PLAN - AMENDED AS OF
                   JULY 26, 1996; JULY 18, 1997 AND AUGUST 7, 1998
                                      and
                 1995 EMPLOYEE STOCK PURCHASE PLAN AMENDED AS OF 
                        JULY 18, 1997 AND AUGUST 7, 1998
-------------------------------------------------------------------------------

                                 Scott Hover-Smoot
                           Secretary and General Counsel
                        California Micro Devices Corporation
215 Topaz Street, Milpitas, California 95035-5430        PHONE (408) 263-3214
-------------------------------------------------------------------------------
(Name, address, including Zip Code, and Telephone Number, including Area Code, 
of Agent for Service)


                                     Copies to:
                             Richard A. Boehmer, Esquire
                               O'MELVENY & MYERS LLP
                               400 South Hope Street
                             Los Angeles, CA 90071-2899
                                  (213) 430-6643



<PAGE>
-------------------------------------------------------------------------------
                           CALCULATION OF REGISTRATION FEE
-------------------------------------------------------------------------------
Title Of                         Proposed          Proposed 
Securities        Amount         Maximum           Maximum         Amount Of
To Be             To Be       Offering Price      Aggregate       Registration
Registered      Registered     Per Share(4)     Offering Price        Fee
-------------------------------------------------------------------------------
Common Stock    275,000(1)        $3.00           $773,438(4)        $267
Common Stock     60,000(2)        $3.00           $168,750(4)        $ 58
Common Stock    160,000(3)        $3.00           $450,000(4)        $155
-------------------------------------------------------------------------------
(1)     Constitutes 275,000 additional shares of Common Stock issuable under 
the Company's 1995 Stock Option Plan.   2,370,000 shares of Common Stock 
issuable under the Company's 1995 Stock Option Plan were previously registered 
on a Registration Statement on Form S-8, filed January 27, 1998, Registration 
No. 333 -44959; Registration Statement on Form S-8, filed August 15, 1996, 
Registration No. 33 - 10257 and a Registration Statement on Form S-8 filed 
August 17, 1995, Registration No. 33-61907.

(2)     Constitutes 60,000 additional shares of Common Stock issuable under the 
Company's 1995 Non-Employee Directors' Stock Option Plan.   220,000 shares of 
Common Stock issuable under the Company's 1995 Non-Employee Directors' Stock 
Option Plan were previously registered on a Registration Statement on Form S-8, 
filed January 27, 1998, Registration No. 333-44959; Registration Statement on 
Form S-8, filed August 15, 1996, Registration No. 33 - 10257 and a Registration 
Statement on Form S-8 filed August 17, 1995, Registration No. 33-61907.

(3)     Constitutes 160,000 additional shares of Common Stock issuable under 
the Company's 1995 Employee Stock Purchase Plan.   300,000 shares of Common 
Stock issuable under the Company's 1995 Employee Stock Purchase Plan were 
previously registered on a Registration Statement on Form S-8, filed January 
27, 1998, Registration No. 333-44959; and Registration Statement on Form S-8, 
filed August 17, 1995, Registration No. 33-61907.

(4)     Pursuant to Rule 457(c), based upon the average of the high and low 
sales price of a share of the Registrant's Common Stock reported on the Nasdaq 
National Market on August 17, 1998.


                                        2

<PAGE>
                                    PART II

                   INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.     INFORMATION INCORPORATED BY REFERENCE
            -------------------------------------
There are hereby incorporated by reference in this Registration Statement the 
following documents and information heretofore filed with the Securities and 
Exchange Commission:

(a)     Annual Report on Form 10-K for the year ended March 31, 1998; 

(b)     Quarterly reports on Form 10-Q for the quarter ended June 30, 1998; and

(c)     Registration Statement on Form S-8 pursuant to the Securities Act of 
1933, filed August 17, 1995, Registration No. 33-61907; Registration Statement 
on Form S-8 pursuant to the Securities Act of 1933, filed August 15, 1996, 
Registration No. 33-10257; and Registration Statement on Form S-8 pursuant to 
the Securities Act of 1933, filed January 26, 1998, Registration No. 333-44959.

All documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 
15(d) of the Securities Exchange Act of 1934 (the "Exchange Act") after the 
date of this registration statement and prior to the filing of a post-effective 
amendment which indicates that all securities offered have been sold or which 
deregisters all securities then remaining unsold, shall be deemed to be 
incorporated by reference in this registration statement and to be part hereof 
from the date of filing such documents.


Item 5.     INTERESTS OF NAME EXPERTS AND COUNSEL
            -------------------------------------
Certain legal matters with respect to the shares will be passed upon by Scott 
Hover-Smoot, the Company's in-house counsel.  As of the date of this filing, 
the Mr. Hover-Smoot beneficially owns 65,000 option shares of Registrant's 
Common Stock.


Item 6.     INDEMNIFICATION OF OFFICERS AND DIRECTORS

Section 317 of the California Corporations Code allows for the indemnification 
of officers, directors, and other corporate agents in terms sufficiently broad 
to indemnify such persons under certain circumstances for liabilities 
(including reimbursement for expenses incurred) arising under the Securities 
Act.  Article V of Registrant's Articles of Incorporation and an amendment to 
Registrant's Bylaws effective January 21, 1987 provide for indemnification of 
Registrant's directors, officers, employees and other agents to the extent and 
under the circumstances permitted by the California Corporations Code. 



                                        3


<PAGE>
Item 8.          EXHIBITS
                 --------
Exhibit
Number          Description
------          -----------
4.1             1995 Stock Option Plan - Amended As Of July 26, 1996, July 18, 
                1997, and August 7, 1998.

4.2             1995 Non-Employee Directors' Stock Option Plan - Amended As Of 
                July 26, 1996, July 18, 1997, and August 7, 1998.

4.3             1995 Employee Stock Purchase Plan - Amended As Of July 18, 1997 
                and August 7, 1998.

5.1             Opinion of Scott Hover-Smoot as to legality of securities being 
                registered.

23.1            Consent of Independent Auditors.

23.2            Consent of Scott Hover-Smoot.

24.             Powers of Attorney.




<PAGE>
Item 9.     UNDERTAKINGS
            ------------
(a)     The undersigned Registrant hereby undertakes:
        (1)     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 (The "Securities Act");
               (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; and
              (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 (a)(1)(i) and (a)(1)(i) 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 Securities Exchange Act of 1934 
(the "Exchange Act") that are incorporated by reference in the Registration 
Statement;
     (2)     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.
     (3)     To remove from registration by means of a post-effective amendment 
any of the securities being registered that remain unsold at the termination of 
this offering.
(b)     The undersigned registrant hereby undertakes that, for purposes of 
determining any liability under the Securities Act, each filing of 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.
     Insofar as indemnification for liabilities arising under the 
     Securities Act may be permitted to directors, officers and 
     controlling persons of Registrant pursuant to the provisions 
     described in Item 6 above, or otherwise, Registrant has been 
     advised that in the opinion of the SEC such indemnification 
     is against public policy as expressed in the Securities Act 
     and is, therefore, unenforceable.  In the event that a claim 
     for indemnification against such liabilities (other than the 
     payment by Registrant of expenses incurred or paid by a director,
     officer or controlling person of 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, 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 Securities Act and will be governed 
     by the final adjudication of such issue.

                                        5

<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 the 
requirements for filing on Form S-8 and has duly caused this Registration 
Statement to be signed on its behalf by the undersigned, thereunto duly 
authorized, in Milpitas, California, on August 18, 1998.

                              CALIFORNIA MICRO DEVICES CORPORATION

                              By:     /s/ John E. Trewin
                                      ------------------------------------------
                                      John E. Trewin
                                      Vice President and Chief Financial Officer


Pursuant to the requirements of the Securities Act of 1933, this Registration 
Statement has been signed by the following persons in the capacities indicated 
below and on August 14, 1998.

/s/ Jeffrey C. Kalb                     /s/ John E. Trewin
----------------------------------     -----------------------------------------
Jeffrey C. Kalb, (Director,             John E. Trewin (Vice President,    
President, Chief Executive Officer      Chief Financial Officer and Chief 
Principal Executive Officer             Chief Financial and Accounting Officer)

Pursuant to the requirements of the Securities Act of 1933, this Registration 
Statement has been signed by the following persons in the capacities indicated 
below and on August 10, 1998.

*/s/ Wade Meyercord                              */s/ Stuart Schube          
--------------------------                       ----------------------------
 Wade Meyercord (Chairman)                       Stuart Schube (Director)

*/s/ Angel Jordan                                */s/ John Sprague          
-----------------------------                    ----------------------------
 Angel Jordan (Director)                         John Sprague (Director)

*/s/ J. Daniel McCranie                         */s/ Donald Waite          
------------------------------                  ----------------------------
 J. Daniel McCranie (Director)                  Donald Waite (Director)

*By: /s/ John E. Trewin          
     ----------------------------
      John E. Trewin
      Attorney-in-fact


                                        6

<PAGE>
                                INDEX TO EXHIBITS


Exhibit 
Number          Description
---------       -----------
4.1             1995 Stock Option Plan - Amended As Of July 26, 1996, 
                July 18, 1997 and August 7, 1998.

4.2             1995 Non-Employee Directors' Stock Option Plan - Amended As Of 
                July 26, 1996, July 18, 1997 and August 7, 1998.

4.3             1995 Employee Stock Purchase Plan - Amended As Of July 18, 1997 
                and August 7, 1998.

5.1             Opinion of Scott Hover-Smoot as to legality of securities 
                being registered.

23.1            Consent of Ernst & Young LLP.

23.2            Consent of Scott Hover-Smoot

24              Powers of Attorney.


                                        7


<PAGE>

                                   EXHIBIT 5.1

  Opinion Of Scott Hover-Smoot As To Legality Of Securities Being Registered
  --------------------------------------------------------------------------

                                             August 13, 1998



California Micro Devices Corporation
215 Topaz Street
Milpitas, California  95035-5430

Gentlemen:

     I have examined the Registration Statement on Form S-8 to be filed by 
California Micro Devices Corporation (the "Company") with the Securities and 
Exchange Commission on or about August 18, 1998 in connection with the 
registration under the Securities Act of 1933, as amended, of an aggregate of 
495,000 shares (the "Shares") of the Company's Common Stock reserved for 
issuance under the 1995 Stock Option Plan, the 1995 Non-Employee Directors' 
Stock Option Plan, and the 1995 Employee Stock Purchase Plan (collectively, the 
"Plans").  As your legal counsel, I have examined the proceedings taken and am 
familiar with the proceedings proposed to be taken by the Company in connection 
with the sale and issuance of the Shares.

     It is my opinion that the Shares, when issued and sold in the manner 
referred to in the Plans will be legally and validly issued, fully paid and 
nonassessable.

     I consent to the use of this opinion as an exhibit to said Registration 
Statement and further consent to the use of my name wherever appearing in said 
Registration Statement and amendments thereto.


                                             Very truly yours,


                                             /s/ Scott Hover-Smoot
                                             -----------------------------
                                             Scott Hover-Smoot
                                             Secretary and General Counsel


                                        8


<PAGE>

                                   EXHIBIT 23.1


                     Consent of Ernst & Young LLP, INDEPENDENT AUDITORS
                     --------------------------------------------------


                     CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS

We consent to the incorporation by reference in the Registration Statement 
(Form S-8) pertaining to (a) the 1995 Stock Option Plan - Amended as of July 
26, 1996, July 18, 1997 and August 7, 1998, (b) the 1995 Non-Employee 
Directors' Stock Option Plan - Amended as of July 26, 1996, July 18, 1997 and 
August 7 1998, and (c) the 1995 Employee Stock Purchase Plan - Amended as of 
July 18, 1997 and August 7, 1998 of California Micro Devices Corporation of our 
report dated April 29, 1998, with respect to the financial statements and 
schedule of California Micro Devices Corporation included in its Annual Report 
(Form 10-K) for the year ended March 31, 1998, filed with the Securities and 
Exchange Commission. 




San Jose, California 
August 13, 1998



                                        9

<PAGE>

                                   EXHIBIT 23.2


                           Consent of Scott Hover-Smoot




I consent to the incorporation by reference in the Registration Statement (Form 
S-8) pertaining to (a) the 1995 Stock Option Plan - Amended as of July 26, 
1996, July 18, 1997 and August 7, 1998, (b) the 1995 Non-Employee Directors' 
Stock Option Plan - Amended as of July 26, 1996, July 18, 1997 and August 7 
1998, and (c) the 1995 Employee Stock Purchase Plan - Amended as of July 18, 
1997 and August 7, 1998 of California Micro Devices Corporation of our report 
dated April 29, 1998, with respect to the financial statements and schedule of 
California Micro Devices Corporation included in its Annual Report (Form 10-K) 
for the year ended March 31, 1998, filed with the Securities and Exchange 
Commission. 




San Jose, California 
August 13, 1998




                                        10

<PAGE>
                                 EXHIBIT 4.1

                  1995 Stock Option Plan - Amended As Of July 26, 1996, 
                          July 18, 1997 And August 7, 1998


                              CALIFORNIA MICRO DEVICES CORPORATION
                                 1995 STOCK OPTION PLAN 
                                 ----------------------
               AMENDED AS OF JULY 26, 1996, JULY 18, 1997 AND AUGUST 7, 1998
               -------------------------------------------------------------

1.      PURPOSE.
        --------
      The purpose of the CALIFORNIA MICRO DEVICES CORPORATION 1995 Stock Option 
Plan (the "Plan") is to advance the interests of the Corporation and its 
shareholders by providing a means by which the Corporation and its Subsidiaries 
shall be able to attract and retain qualified employees and consultants.  

2.      DEFINITIONS.
        ------------
      (a)     "Affiliate" shall mean any corporation (other than the 
Corporation) in an unbroken chain of corporations that includes the Corporation 
if each of such corporations, other than the last corporation in the chain, 
owns at least 50% of the total voting power of one of the other corporations.

      (b)     "Affiliated Group" shall mean an affiliated group of 
corporations, as defined in Code Section 1504, which includes the Corporation.

      (c)     "Board" shall mean the Board of Directors of the Corporation.

      (d)     "Code" shall mean the Internal Revenue Code of 1986, as amended.

      (e)     "Committee" shall mean the committee appointed by the Board, in 
accordance with Section 3(a) hereof, to administer the Plan.

      (f)     "Common Stock" shall mean the voting common stock of the 
Corporation.

      (g)     "Consultant" shall mean any person who, or any employee of any 
firm which, is engaged by the Company or any Affiliate to render consulting 
services.

      (h)     "Corporation" shall mean CALIFORNIA MICRO DEVICES CORPORATION, a 
California corporation.

      (i)     "Effective Date" shall mean February 10, 1995.

      (j)     "Employee" shall mean any individual who is employed, within the 
meaning of Section 3401 of the Code and the regulations thereunder, by the 
Corporation or by any Affiliate.  For purposes of the Plan and only for purposes
of the Plan, and in regard to Nonstatutory Stock Options but not for Incentive 
Stock Options, a Consultant of the Corporation or any Affiliate shall be deemed 
to be an Employee, and service as a Consultant with the Corporation or any 
Affiliate shall be deemed to be employment, but no Incentive Stock Option shall 
be granted to a Consultant who is not an employee of the Corporation or any 
Affiliate within the meaning of Section 3401 of the Code and the regulations 
thereunder.  In the case of a Consultant, the provisions governing when a 
termination of employment has occurred for purposes of the Plan shall be set 
forth in the written stock option agreement between the Optionee and the 
corporation, or, if not so set forth, the Committee shall have the discretion 
to determine when a termination of "employment" has occurred for purposes of 
the Plan.
      (k)     "Exchange Act" shall mean the Securities Exchange Act of 1934, as 
amended.
      (l)     "Exercise Price" shall mean the price per Share at which an 
Option may be exercised, as 

                                       11

<PAGE>
determined by the Committee and as specified in the Optionee's stock option 
agreement.

      (m)     "Fair Market Value" shall mean the value of one Share of Common 
Stock, determined as follows: (i) if the Shares are traded on an exchange or on 
the NASDAQ National Market System, the reported "closing price" on the date of 
valuation or if no trading occurred on such date, the next preceding day on 
which trading occurred; (ii) if the Shares are traded over-the-counter on the 
NASDAQ System (other than on the NASDAQ National Market System), the mean 
between the bid and the ask prices on said System at the close of business on 
the date of valuation or if no trading occurred on such date, the next 
preceding day on which trading occurred; and (iii) if neither (i) nor (ii) 
applies, the fair market value as determined by the Committee in good faith.  
Such determination shall be conclusive and binding on all persons. 

      (n)     "Incentive Stock Option" shall mean an Option of the type 
described in Section 422(b) of the Code.

      (o)     "Nonstatutory Stock Option" shall mean an Option of the type not 
described in Section 422(b) or 423(b) of the Code.

      (p)     "Option" shall mean an option to purchase Common Stock granted 
pursuant to the Plan.

      (q)     "Optionee" shall mean any person who holds an Option pursuant to 
the Plan.

      (r)     "Outside Director" shall mean a non-employee member of the Board 
who (1) is not a current employee of any member of the Affiliated Group; (2) 
does not receive compensation for prior services (other than benefits under a 
tax-qualified retirement plan) from any member of the Affiliated Group during a 
taxable year in which he or she serves on the Committee; (3) has never been an 
officer of any member of the Affiliated Group; and (4) does not receive 
remuneration from any member of the Affiliated Group, either directly or 
indirectly, in any capacity other than as a director.

      (s)     "Plan" shall mean this stock option plan as it may be amended 
from time to time.

      (t)     "Purchase Price" shall mean at any particular time the Exercise 
Price times the number of Shares for which an Option is being exercised.

      (u)     "Share" shall mean one share of authorized Common Stock.

3.      ADMINISTRATION.
        --------------
(a)     The Committee.
        --------------
      The Plan shall be administered by a Committee of Outside Directors which 
shall consist of not less than two members, who during the one year prior to 
service as an administrator of the Plan, shall not have been granted or awarded 
equity securities pursuant to the Plan or any other plan of the Corporation or 
any of its Affiliates except as permitted under Rule 16b-3 under the Exchange 
Act.  The Board may from time to time designate individuals as ineligible to 
participate in the Plan for a specified period in order to become eligible to be
a member of the Committee.

(b)     Powers of the Committee.
        ------------------------
      Subject to the provisions of the Plan, the Committee shall have the 
authority, in its discretion and on behalf of the Corporation:

            (i)     to grant Options;
            (ii)    to determine the Exercise Price per Share of Options to be 
                    granted;
            (iii)   to determine the Employees to whom, and the time or times 
                    at which, Options shall be granted and the number of Shares 
                    for which an Option will be exercisable;
           (iv)     to interpret the Plan;

                                            12


<PAGE>
            (v)     to prescribe, amend, and rescind rules and regulations 
                    relating to the Plan; to determine the terms and provisions 
                    of each Option granted and, with the consent of the holder 
                    thereof, modify or amend each Option;
           (vi)     to accelerate or defer, with the consent of the Optionee, 
                    the exercise date of any Option; (vii) to authorize any 
                    person to execute on behalf of the Corporation any 
                    instrument required to effectuate the grant of an Option
                    previously granted by the Committee;
         (viii)     with the consent of the Optionee, to reprice, cancel and 
                    regrant, or otherwise adjust the Exercise Price of an 
                    Option previously granted by the Committee; and
           (ix)     to make all other determinations deemed necessary or 
                    advisable for the administration of the Plan.

      (c)     Board's Determination of Fair Market Value.
              -------------------------------------------
             The Board shall have the authority to determine, upon review of 
relevant information, the Fair Market Value of the Common Stock, subject to the 
provisions of the Plan and irrespective of whether the Board has appointed a 
Committee to administer the Plan.  The Board may delegate this authority to the 
Committee.

      (d)     Committee's Interpretation of the Plan.
              ---------------------------------------
            The interpretation and construction by the Committee of any 
provision of the Plan or of any Option granted hereunder shall be final and 
binding on all parties claiming an interest in an Option granted under the 
Plan.  
No member of the Committee shall be liable for any action or determination made 
in good faith with respect to the Plan or any Option.

4.     PARTICIPATION.
       -------------
      (a)     Eligibility.
              ------------
            The Optionees shall be such persons as the Committee may select 
from among the Employees, provided that Consultants are not eligible to receive 
Incentive Stock Options.  Notwithstanding anything to the contrary set forth 
herein, members of the Board are not eligible for grants of Options.

      (b)     Ten Percent Shareholders.
              ------------------------
              Any Employee who owns Stock possessing more than 10% of the total 
combined voting power of all classes of outstanding stock of the Corporation or 
any Affiliate shall not be eligible to receive an Option unless:

              (i)     the Exercise Price of the Shares subject to such Option 
                      when granted is at least 110% of the Fair Market Value of 
                      such Shares, and
             (ii)     such Option by its terms is not exercisable after the 
                      expiration of five years from the date of grant.

      (c)     Stock Ownership.
              ----------------
              For purposes of Paragraph 4(b), in determining stock ownership, 
an Employee shall be considered as owning the stock owned, directly or 
indirectly, by or for his or her brothers and sisters, spouse, ancestors, and 
lineal descendants.  Stock owned, directly or indirectly, by or for a 
corporation, partnership, estate, or trust shall be considered as being owned 
proportionately by or for its shareholders, partners, or beneficiaries, 
respectively.  Stock with respect to which such Employee or any other person 
holds an option shall be disregarded.

      (d)     Outstanding Stock.
              ------------------
              For purposes of Section 4(b), the term "outstanding stock" shall 
include all stock actually issued and outstanding immediately after the grant 
of the Option to the Optionee but shall not include any share for which an 
Option is exercisable by any person.


                                            13



<PAGE>
5.     STOCK.
       ------
      (a)     Shares Subject to This Plan.
              ----------------------------
              The aggregate number of Shares which may be issued upon exercise 
of Options under the Plan shall not exceed Two million Six Hundred Forty Five 
Thousand (2,645,000), subject to adjustment pursuant to Section 9 hereof.

      (b)     Options Not to Exceed Shares Available.
              ---------------------------------------
              The number of Shares for which an Option is exercisable at any 
time shall not exceed the number of Shares remaining available for issuance 
under the Plan.  If any Option expires or is terminated, the number of Shares 
for which such Option was exercisable may be made exercisable pursuant to other 
Options under the Plan.  The limitations established by this Section 5(b) shall 
be subject to adjustment in the manner provided in Section 9 hereof upon the 
occurrence of an event specified therein.
            
      (c)      Limitation on Grants.
            No person shall be granted in any one fiscal year options for more 
than 500,000 Shares.


6.     TERMS AND CONDITIONS OF OPTIONS.
       --------------------------------
      (a)      Stock Option Agreements.
            Options shall be evidenced by written stock option agreements 
between the Optionee and the Corporation in such form as the Committee shall 
from time to time determine.  No Option or purported Option shall be a valid 
and binding obligation of the Corporation unless so evidenced in writing.

      (b)     Number of Shares.
              -----------------
             Each stock option agreement shall state the number of Shares for 
which the Option is exercisable and shall provide for the adjustment thereof in 
accordance with Section 9 hereof.

      (c)     Vesting.
              --------
            An Optionee may not exercise his or her Option for any Shares until 
the Option, in regard to such Shares, has vested.  Each stock option agreement 
shall include a vesting schedule which shall show when the Option becomes 
exercisable.  The vesting schedule shall not impose upon the Corporation or any 
Affiliate any obligation to retain the Optionee in its employ or under contract 
for any period or otherwise change the employment-at-will status of an Optionee 
who is an employee of the Corporation or any Affiliate.

      (d)     Lapse of Options.
              -----------------
              Each stock option agreement shall state the time or times when 
the Option covered thereby lapses and becomes unexercisable in part or in full. 
An Option shall lapse on the earliest of the following events (unless otherwise 
determined by the Committee and reflected in an option agreement):

            (i)       The tenth anniversary of the date of granting the Option;
            (ii)      The first anniversary of the Optionee's death;
            (iii)     The first anniversary of the date the Optionee ceases to 
                      be an Employee due to total and permanent disability, 
                      within the meaning of Section 22(e)(3) of the Code;
            (iv)      On the date provided in Section 6(h)(i), unless with 
                      respect to a Nonstatutory Stock Option, the Committee 
                      otherwise extends such period before the applicable 
                      expiration date;
            (v)       On the date provided in Section 9 for a transaction 
                      described in such Section;
            (vi)      The date the Optionee files or has filed against him or 
                      her a petition in bankruptcy; or
            (vii)     The expiration date specified in an Optionee's stock 
                      option agreement.


                                        14

<PAGE>
      (e)     Exercise Price.
              ---------------
              Each stock option agreement shall state the Exercise Price for 
the Shares for which the Option is exercisable.  Subject to Section 4(b), the 
Exercise Price of an Incentive Stock Option and a Nonstatutory Stock Option 
shall, when granted, be not less than 100% and 85% of the Fair 
Market Value of the Shares for which the Option is exercisable, respectively, 
and not less than the par value of the Shares.

      (f)     Medium and Time of Payment.
              ---------------------------
              The Purchase Price shall be payable in full in cash upon the 
exercise of an Option but the Committee may allow the Optionee to pay the 
Purchase Price:

              (i)     by surrendering Shares in good form for transfer, owned 
                      by the Optionee and having a Fair Market Value on the date
                      of exercise equal to the Purchase Price;
             (ii)     by delivery of a full recourse promissory note ("Note") 
                      made by the Optionee in the amount of the Purchase Price, 
                      bearing interest, compounded semiannually, at a rate 
                      not less than the rate determined under Section 7872 
                      of the Code to insure that no "foregone interest", as 
                      defined in such section, will accrue, together with the 
                      delivery of a duly executed standard form security 
                      agreement securing the Note by a pledge of the Shares 
                      purchased; or
            (iii)     in any combination of such consideration or such other 
                      consideration and method of payment for the issuance of 
                      Shares to the extent permitted under applicable law 
                      Code as long as the sum of the cash so paid, the Fair 
                      Market Value of the Shares so surrendered, and the 
                      amount of any Note equals the Purchase Price.

            The Committee or a stock option agreement may prescribe 
requirements with respect to the exercise of Options, including the submission 
by the Optionee of such forms and documents as the Committee may require and, 
the delivery by the Optionee of cash sufficient to satisfy applicable 
withholding requirements.  The Committee may vary the exercise requirements and 
procedures from time to time to facilitate, for example, the broker-assisted 
exercise of Options.

      (g)     Nontransferability of Options.
              ------------------------------
              During the lifetime of the Optionee, the Option shall be 
exercisable only by the Optionee or the Optionee's conservator or legal 
representative and shall not be assignable or transferable except pursuant to a 
qualified domestic relations order as defined by the Code.  In the event of the 
Optionee's death, the Option shall not be transferable by the Optionee other 
than by will or the laws of descent and distribution.

      (h)     Termination of Employment Other than by Death or Disability.
              ------------------------------------------------------------
              (i)     If an Optionee ceases to be an Employee for any reason 
                      other than his or her death or disability, the Optionee 
                      shall have the right, subject to the provisions of this 
                      Section 6, to exercise any Option held by the Optionee 
                      at any time within ninety (90) days after his or her 
                      termination of employment, but not beyond the otherwise 
                      applicable term of the Option and only to the extent 
                      that on such date of termination of employment the 
                      Optionee's right to exercise such Option had vested.
             (ii)     For purposes of this Section 6(h), the employment 
                      relationship shall be treated as continuing intact 
                      while the Optionee is an active employee of the 
                      Corporation or any Affiliate, or is on military 
                      leave, sick leave, or other bona fide leave of 
                      absence to be determined in the sole discretion of 
                      the Committee.  The preceding sentence notwithstanding,
                      in the case of an Incentive Stock Option, employment 
                      shall be deemed to terminate on the date the Optionee 
                      ceases active employment with the Corporation or any 
                      Affiliate, unless the Optionee's reemployment rights are 
                      guaranteed by statute or contract.

      (i)     Death of Optionee.
              ------------------
              If an Optionee dies while an Employee, or after ceasing to be an 
Employee but during the period 


                                       15

<PAGE>
while he or she could have exercised an Option under Section 6(h), any Option 
granted to the Optionee may be exercised, to the extent it had vested at the 
time of death and subject to the Plan, at any time within 12 months after the 
Optionee's death, by the executors or administrators of his or her estate or by 
any person or persons who acquire the Option by will or the laws of descent and 
distribution, but not beyond the otherwise applicable term of the Option.

      (j)     Disability of Optionee.
              -----------------------
              If an Optionee ceases to be an Employee due to becoming totally 
and permanently disabled within the meaning of Section 22(e)(3) of the Code, any
Option granted to the Optionee may be exercised to the extent it had vested 
at the time of cessation and, subject to the Plan, at any time within 12 
months after the Optionee's termination of employment, but not beyond the 
otherwise applicable term of the Option.

      (k)     Rights as a Shareholder.
              ------------------------
              An Optionee, or a transferee of an Optionee, shall have no rights 
as a shareholder of the Corporation with respect to any Shares for which his or 
her Option is exercisable until the date of the issuance of a stock certificate 
for such Shares.  No adjustment shall be made for dividends, ordinary or 
extraordinary or whether in currency, securities, or other property, 
distributions, or other rights for which the record date is prior to the date 
such stock certificate is issued, except as provided in Section 9 hereof.

      (l)     Modification, Extension, and Renewal of Options.
              ------------------------------------------------
              Within the limitations of the Plan, the Committee may modify, 
extend or renew outstanding Options or accept the cancellation of outstanding 
Options for the granting of new Options in substitution therefor.  
Notwithstanding the preceding sentence, no modification of an Option shall, 
without the consent of the Optionee, alter or impair any rights or obligations 
under any Option previously granted.

      (m)     Other Provisions.
              -----------------
              The stock option agreements authorized under the Plan may contain 
such other provisions which are not inconsistent with the terms of the Plan, 
including, without limitation, restrictions upon the exercise of the Option, as 
the Committee shall deem advisable.

7.     $100,000 PER YEAR LIMITATION ON VESTING OF ISOs.
       ------------------------------------------------
       To the extent that the Fair Market Value of Shares (determined for each 
Share as of the date of grant of the Option covering such Share) subject to 
Options granted under this Plan (or any other plan of the Corporation or any 
Affiliate) which are designated as Incentive Stock Options and which become 
exercisable by an Optionee for the first time during a single calendar year 
exceeds $100,000, the Option(s) (or portion thereof) covering such Shares shall 
be recharacterized (to the extent of such excess over $100,000) as a 
Nonstatutory Stock Option.  In determining which Option(s) shall be treated as 
Nonstatutory Stock Options under the preceding sentence, the Options shall be 
taken into account in the order granted, with the result that a later granted 
Option shall be recharacterized as a Nonstatutory Stock Option prior to such 
recharacterization of a previously granted Option.

8.     TERM OF PLAN.
       ------------
       Options may be granted pursuant to the Plan until ten years following 
the Effective Date, and all Options which are outstanding on such date shall 
remain in effect until they are exercised or expire by their terms.  The Plan 
shall expire for all purposes on the date 20 years following the Effective 
Date.

9.     RECAPITALIZATION, TAKEOVERS, AND LIQUIDATIONS.
       ----------------------------------------------
      (a)     Reorganizations.
              ----------------
              The number of Shares covered by the Plan, as provided in Section 
5 hereof, and the number of Shares for which each Option is exercisable shall 
be proportionately adjusted for any increase or decrease in the number of 
issued Shares resulting from the payment of a Common Stock dividend, a stock
split, a reverse stock split or any other event which results in an increase
or decrease in the number of issued Shares effected without receipt of 
consideration by the Corporation, and the Exercise Price shall be 
proportionately increased in the event the number of Shares subject 
to such Option are decreased and shall be proportionately decreased in the 


                                       16


<PAGE>
event the number of Shares subject to such 
Option are increased.  For the purposes of this paragraph, conversion of any 
convertible securities of the Corporation shall not be deemed to have been 
"effected without receipt of consideration."  Adjustments shall be made by the 
Board, whose determination in that respect shall be final, binding and 
conclusive.  Except as expressly provided herein, no issuance by the 
Corporation of shares of stock of any class, or securities convertible into 
shares of stock of any class, shall affect, and no adjustment by reason thereof 
shall be made with respect to, the number or price of shares of Common Stock 
subject to an Option.
      (b)     Liquidation.
              ------------
              In the event of the dissolution or liquidation of the Corporation,
each Option shall terminate immediately prior to the consummation of such 
action.  The Committee shall notify the Optionee not less than fifteen (15) 
days prior to the proposed consummation of a pending dissolution or 
liquidation, and the Option shall be exercisable as to all Shares which 
are vested prior to expiration until immediately prior to the consummation 
of such action.
      (c)     Merger.
              -------
              In the event of a merger or acquisition involving an acquisition 
of the Corporation or an acquisition by the Corporation of another company, the 
result of which is that the outstanding voting securities of the Corporation do 
not represent, or are not converted into, a majority of the outstanding voting 
securities of the surviving corporation, except as otherwise provided in any 
particular Option agreement, the vesting of all unvested Options shall be 
accelerated and all options shall be immediately exercisable.  Without limiting 
the generality of the foregoing, in the event of (i) a proposed merger of the 
Corporation with or into another corporation, as a result of which the 
Corporation is not the surviving corporation and (ii) the Option is not assumed 
or an equivalent option substituted by the successor corporation or a parent or 
subsidiary of the successor corporation, then in such case each Option shall 
terminate immediately prior to the consummation of such transaction.  The 
Committee shall notify the Optionee not less than fifteen (15) days prior to 
the proposed consummation of such transaction, and the Option shall be 
exercisable as to all Shares which are subject to the Option until immediately 
prior to the consummation of such transaction.
      (d)     Determination by Committee.
              ---------------------------
              All adjustments described in this Section 9 shall be made by the 
Committee, whose determination shall be conclusive and binding on all persons.
      (e)     Limitation on Rights of Optionee.
              ---------------------------------
              Except as expressly provided in this Section 9, no Optionee shall 
have any rights by reason of any payment of any stock dividend, stock split or 
reverse stock split or any other increase or decrease in the number of shares 
of stock of any class, or by reason of any reorganization, consolidation, 
dissolution, liquidation, merger, exchange, split-up or reverse split-up, or 
spin-off of assets or stock of another corporation.  Any issuance by the 
Corporation of Shares, Options or securities convertible into Shares or Options 
shall not affect, and no adjustment by reason thereof shall be made with 
respect to, the number or Exercise Price of the Shares for which an Option is 
exercisable.  Notwithstanding the foregoing, if the Corporation shall enter 
into a transaction affecting the Corporation's capital stock or distributions to
the holders of its capital stock for which a revision in the terms of each 
Option is not required pursuant to this Section 9, the Committee shall have the 
right, but not the obligation, to revise the terms of each Option in a manner 
the Committee, in its sole discretion, deems fair and reasonable given the 
transaction involved.  If necessary or appropriate in connection with such 
transaction, the Committee may declare that any Option shall terminate as of a 
date fixed by the Committee and give each Optionee the right to exercise his 
Option in whole or in part, including exercise as to Shares to which the Option 
would not otherwise be exercisable.
      (f)     No Restriction on Rights of Corporation.
              ----------------------------------------
              The grant of an Option shall not affect or restrict in any way 
the right or power of the Corporation to make adjustments, reclassifications, 
reorganizations, or changes of its capital or business structure, or to merge 
or consolidate, or to dissolve, liquidate, sell, or transfer all or any part 
of its business or assets.

                                        17

<PAGE>
10     SECURITIES LAW REQUIREMENTS.
       ----------------------------
       The Corporation shall not be under any obligation to issue any Shares 
upon the exercise of any Option unless and until the Corporation has determined 
that:  (i) it and the Optionee have taken all actions required to register the 
Shares under the Securities Act of 1933, or to perfect an exemption from the 
registration requirements thereof; (ii) any applicable listing requirement of 
any stock exchange on which the Common Stock is listed has been satisfied; and 
(iii) all other applicable provisions of state and Federal law have been 
satisfied.

11.     EXERCISE OF UNVESTED OPTIONS.
        -----------------------------
        The Committee may grant any Optionee the right to exercise any Option 
prior to the complete vesting of such Option.  Without limiting the generality 
of the foregoing, the Committee may provide that if an Option is exercised 
prior to having completely vested, the Shares issued upon such exercise shall 
remain subject to vesting at the same rate as under the Option so exercised and 
shall be subject to a right, but not an obligation, of repurchase by the 
Corporation with respect to all unvested Shares if the Optionee ceases to be an 
Employee for any reason.  For the purposes of facilitating the enforcement of 
any such right of repurchase, at the request of the Committee, the Optionee 
shall enter into the Joint Escrow Instructions with the Corporation and deliver 
every certificate for his or her unvested Shares with a stock power executed in 
blank by the Optionee and by the Optionee's spouse, if required for transfer.

12.     AMENDMENT OF THE PLAN.
        ----------------------
        The Board or the Committee may, from time to time, terminate, suspend 
or discontinue the Plan, in whole or in part, or revise or amend it in any 
respect whatsoever including, but not limited to, the adoption of any 
amendment(s) deemed necessary or advisable to qualify the Options under 
rules and regulations promulgated by the Securities and Exchange Commission
with respect to Employees who are subject to the provisions of Section 16 of
the Securities Exchange Act of 1934, as amended, or to correct any defect or
supply any omission or reconcile any inconsistency in the Plan or in any 
Option granted thereunder, without approval of the shareholders of the 
Corporation, but without the approval of the Corporation's shareholders, 
no such revision or amendment shall:

     (a)     Increase the number of Shares subject to the Plan, other than any 
increase pursuant to Section 9;
(b) Materially modify the requirements as to eligibility for 
participation in the Plan;
     (c)     Materially increase the benefits accruing to Optionees under the 
Plan;
     (d)     Extend the term of the Plan; or
     (e)     Amend this Section to defeat its purpose.

     No amendment, termination or modification of the Plan shall affect any 
Option theretofore granted in any material adverse way without the consent of 
the Optionee.

13.     APPLICATION OF FUNDS.
        ---------------------
        The proceeds received by the Corporation from the sale of Common Stock 
pursuant to the exercise of an Option shall be used for general corporate 
purposes.

14.      APPROVAL OF SHAREHOLDERS.
         -------------------------
      The Plan shall be subject to approval by the affirmative vote of the 
holders of a majority of all classes of the outstanding shares present and 
entitled to vote at the first meeting of shareholders of the Corporation 
following the adoption of the Plan or by written consent, and in no event later 
than one (1) year following the Effective Date.  Prior to such approval, 
Options may be granted but shall not be exercisable.  Any amendment described 
in Section 12 (i) to (iv) shall also be subject to approval by the 
Corporation's Shareholders.

                                            18


<PAGE>
15     WITHHOLDING OF TAXES.
       ---------------------
       In the event the Corporation or a Affiliate determines that it is 
required to withhold Federal, state, or local taxes in connection with the 
exercise of an Option or the disposition of Shares issued pursuant to the 
exercise of an Option, the Optionee or any person succeeding to the rights of 
the Optionee, as a condition to such exercise or disposition, may be required 
to make arrangements satisfactory to the Corporation or the Affiliate to 
enable it to satisfy such withholding requirements.

16.     RIGHTS AS AN EMPLOYEE.
        ----------------------
       Neither the Plan nor any Option granted pursuant thereto shall be 
construed to give any person the right to remain in the employ of the 
Corporation or any Affiliate, or to affect the right of the Corporation or any 
Affiliate to terminate such individual's employment at any time with or without 
cause.  The grant of an Option shall not entitle the Optionee to, or disqualify 
the Optionee from, participation in the grant of any other Option under the 
Plan or participation in any other benefit plan maintained by the 
Corporation or any Affiliate.

17.     DISAVOWAL OF REPRESENTATIONS, UNDERTAKINGS OR CREATION OF IMPLIED 
        -----------------------------------------------------------------
        RIGHTS.
        -------
        In adopting and maintaining this Plan and granting options hereunder, 
neither the Corporation nor any Affiliate makes any representations or 
undertakings with respect to the initial qualification or treatment of Options 
under federal or state tax or securities laws.  The Corporation and each 
Affiliate expressly disavows the creation of any rights in Employees, 
Optionees, or beneficiaries of any obligations on the part of the 
Corporation, any Affiliate or the Committee, except as expressly 
provided herein.
      
18.     INSPECTION OF RECORDS.
        ----------------------
        Copies of the Plan, records reflecting each Optionee's Option, and any 
other documents and records which an Optionee is entitled by law to inspect 
shall be open to inspection by the Optionee and his or her duly authorized 
representative at the office of the Committee at any reasonable business hour.

19      INFORMATION TO OPTIONEES.
        -------------------------
        Each Optionee shall be provided with such information regarding the 
Corporation as the Committee from time to time deems necessary or appropriate; 
provided however, that each Optionee shall at all times be provided with such 
information as is required to be provided from time to time pursuant to 
applicable regulatory requirements, including, but not limited to, any 
applicable requirements of the Securities and Exchange Commission, the 
California Department of Corporations and other state securities agencies.


                                            19


<PAGE>
                                       EXHIBIT 4.2
                         1995 Non-Employee Directors' Stock Option Plan - 
                  Amended As Of July 26, 1996, July 18, 1997 And August 7, 1998

                            CALIFORNIA MICRO DEVICES CORPORATION
                       1995 NON-EMPLOYEE DIRECTORS' STOCK OPTION PLAN
                       ----------------------------------------------
                AMENDED AS OF JULY 26, 1996, JULY 18, 1997 AND AUGUST 7, 1998
                -------------------------------------------------------------

1.     PURPOSE.
       --------
       The purpose of the CALIFORNIA MICRO DEVICES CORPORATION Non-Employee 
Directors' Stock Option Plan (the "Plan") is to secure for the Corporation and 
its shareholders the benefits of the incentive inherent in increased common 
stock ownership by the members of the Board of Directors (the "Board") of the 
Corporation who are not employees of the Corporation or any of its 
subsidiaries.

2.     DEFINITIONS.
       ------------
      (a)     "Board" shall mean the board of directors of the Corporation.
               -----
      (b)     "Code" shall mean the Internal Revenue Code of 1986, as amended.
               ----
      (c)     "Committee" shall mean the committee appointed by the Board to 
               ---------
administer the Plan, or if no such committee is appointed, by the Board.
      (d)     "Common Stock" shall mean the voting common stock, of the 
Corporation.
               ------------
      (e)     "Corporation" shall mean CALIFORNIA MICRO DEVICES CORPORATION, a 
               -----------
California corporation.

      (f)     "Director" shall mean a member of the Board.
               --------
      (g)     "Effective Date" shall mean February 10, 1995.
               -------------- 
      (h)     "Exercise Price" shall mean the price per Share at which an 
Option may
               --------------
be exercised, as determined by the Committee and as specified in the Optionee's 
stock option agreement.
      (i)     "Fair Market Value" shall mean for any day the average of the 
               -----------------
closing bid and asked prices of the Stock in the over-the-counter market, as 
reported through the National Association of Securities Dealers ("NASD") 
Automated Quotation System or, if the Stock is listed or admitted to trading on 
the Nasdaq National Market System or any national securities exchange or if the 
last reported sale price of such Stock is generally available, the last 
reported sale price on such system or exchange.  The Fair Market Value for
any day for which there is no such bid and asked or last reported sales 
price shall be the Fair Market Value of the next preceding day for which 
there is such a price.
      (j)     "Non-Employee Director" shall mean a Director who is not an 
               ---------------------
employee of the Corporation or any of its subsidiaries.
      (k)     "Option" shall mean an option to purchase Common Stock granted 
               ------
pursuant to the Plan.
      (l)     "Optionee" shall mean any person who holds an Option pursuant to 
              ---------
the Plan.
      (m)     "Plan" shall mean the CALIFORNIA MICRO DEVICES CORPORATION 1995 
               ----
Non-Employee Directors' Stock Option Plan, as it may be amended from time to 
time.

                                            20


<PAGE>
      (n)     "Purchase Price" shall mean at any particular time the Exercise 
              ---------------
Price times the number of Shares for which an Option is being exercised.
      (o)     "Share" shall mean one share of authorized Common Stock.
               -----

3.     ADMINISTRATION.
       ---------------
      (a)     The Committee.
              --------------
              The Plan shall be administered by a Committee which shall consist 
of not less than three members of the Board.  
      (b)     Powers of the Committee.
              ------------------------
              Subject to the provisions of the Plan, the Committee shall have 
the authority, in its discretion and on behalf of the Corporation shall, 
subject to the provisions of the Plan, grant Options and shall have the 
power to construe the Plan, to determine all questions arising thereunder 
and to adopt and amend such rules and regulations for the administration of 
the Plan as it may deem desirable.  Any decision of the Committee in the 
administration of the Plan, as described herein, shall be final and 
conclusive.  No member of the Committee shall be liable for anything 
done or omitted to be done by such member or by any other member of the 
Committee in connection with the Plan, except for 
such member's own willful misconduct or as expressly provided by statute.

4.     PARTICIPATION.
       --------------
       Each Non-Employee Director shall be eligible to receive Options in 
accordance with the Plan.  The adoption of this Plan shall not be deemed to 
give any director any right to be granted an option to purchase Common Stock of 
the Corporation, except to the extent and upon such terms and conditions are 
provided herein.

5.     STOCK.
       ------
      (a)     Shares Subject to This Plan.
              ----------------------------
              The aggregate number of Shares which may be issued upon exercise 
of Options under the Plan shall not exceed Two Hundred and Eighty Thousand 
(280,000) subject to adjustment pursuant to Section 8 hereof.
      (b)     Options Not to Exceed Shares Available.
              ---------------------------------------
              The number of Shares for which an Option is exercisable at any 
time shall not exceed the number of Shares remaining available for issuance 
under the Plan.  If any Option expires or is terminated, the number of Shares 
for which such Option was exercisable may be made exercisable pursuant to other 
Options under the Plan.  The limitations established by this Section 5 shall be 
subject to adjustment in the manner provided in Section 8 hereof upon the 
occurrence of an event specified therein.

6.     TERMS AND CONDITIONS OF OPTIONS.
       --------------------------------
      (a)     Stock Option Agreements.
              ------------------------
              Options shall be evidenced by written stock option agreements 
between the Optionee and the Corporation in such form as the Committee shall 
from time to time determine.  No Option or purported Option shall be a valid 
and binding obligation of the Corporation unless so evidenced in writing.
      (b)     Number of Shares.
              -----------------
              Each stock option agreement shall state the number of Shares for 
which the Option is exercisable in accordance with the following and shall 
provide for the adjustment thereof in accordance with Section 8 hereof.
             (i)     Upon adoption of this Plan by the Board, and subject to 
                     the approval of the Plan by the Shareholders of the 
                     Corporation in accordance with Section 14 hereof, each Non-
                     Employee Director then in office shall, without further 
                     action required, be granted an Option for the purchase of 
                     Ten Thousand (10,000) Shares.  Each other 

                                        21

<PAGE>
                     person appointed or elected to serve as a Non-Employee
                     director during the term of this Plan shall be granted an 
                     option for Fifteen Thousand (15,000) Shares upon his or 
                     her appointment or election.
            (ii)     Subject to the approval of the Plan by the Shareholders of 
                     the Corporation in accordance with Section 14 hereof, each 
                     year, as of the date of the Annual Meeting of Shareholders 
                     of the Corporation, each Non-Employee Director who has 
                     been elected or re-elected or who is continuing as a 
                     member of the Board as of the adjournment of the Annual 
                     Meeting (other than any Non-Employee Director eligible 
                     for a grant pursuant to paragraph (b)(i)) shall 
                     automatically receive an Option for Ten Thousand
                     (10,000) shares of Common Stock.
      (c)     Vesting.
              --------
              An Optionee may not exercise his or her Option for any Shares 
until the Non-Employee Director has served one year as a member of the Board 
since the date the option was granted.  An Optionee may exercise the Option as 
to one fourth of the Shares at the end of the 4th full calendar quarter 
following the date the Option was granted and as to an additional 1/16th of the 
Shares at the end of each of the full calendar quarter commencing with the 5th 
full calendar quarter following the date the Option was granted.  The right to 
exercise the Option shall be cumulative.  An Optionee may buy all, or from time 
to time any part, of the maximum number of shares which are exercisable under 
the an Option, but in no case may Optionee exercise the Option with regard to a 
fraction of a share, or for any share for which the Stock Option is not 
exercisable.
      (d)     Lapse of Options.
              -----------------
             Each stock option agreement shall state the time or times when the 
Option covered thereby lapses and becomes unexercisable in part or in full.  An 
Option shall lapse on the earliest of the following events (unless otherwise 
determined by the Committee and reflected in an option agreement):
            (i)      The tenth anniversary of the date of granting the Option;
            (ii)     The first anniversary of the Optionee's death;
            (iii)    The first anniversary of the date the Optionee ceases to 
                     be a Director due to total and permanent disability, 
                     within the meaning of Section 22(e)(3) of the Code;
            (iv)     Ninety (90) days after the Optionee ceases to be a 
                     Director for any reason other than his or her death or 
                     total and permanent disability;
             (v)     The date the Optionee files or has filed against him or 
                     her a petition in bankruptcy; or
            (vi)     The expiration date specified in an Optionee's stock 
                     option agreement.
      (e)     Exercise Price.
              ---------------
            Each stock option agreement shall state the Exercise Price for the 
Shares for which the Option is exercisable.  The Exercise Price of all Options 
shall be the Fair Market Value of the Shares for which the Option is 
exercisable, and not less than the par value of the Shares.

      (f)     Medium and Time of Payment.
              ---------------------------
              The Purchase Price shall be payable in full in cash upon the 
exercise of an Option but the Committee may allow the Optionee to pay the 
Purchase Price:

            (i)     by surrendering Shares in good form for transfer, owned by 
                    the Optionee and having a Fair Market Value on the date of 
                    exercise equal to the Purchase Price;
           (ii)     by delivery of a full recourse promissory note ("Note") 
                    made by the Optionee in the amount of the Purchase Price, 
                    bearing interest, compounded semiannually, at a rate not 
                    less than the rate determined under Section 7872 of the 
                    Code to insure that no "unstated interest", as defined in 
                    such section will accrue, together with the delivery 
                    of a duly executed standard form security agreement 
                    securing the Note by a pledge of the Shares purchased; or
          (iii)     in any combination of such consideration or such other 
                    consideration and method of payment for the issuance of 
                    Shares to the extent permitted under 

                                            22 


<PAGE>
                    applicable law as long as the sum of the cash so paid, the 
                    Fair Market Value of the Shares so surrendered, and the 
                    amount of any Note equals the Purchase Price.

           The Committee or a stock option agreement may prescribe requirements 
with respect to the exercise of Options, including the submission by the 
Optionee of such forms and documents as the Committee may require and the 
delivery by the Optionee of cash sufficient to satisfy applicable withholding 
requirements.  The Committee may vary the exercise requirements and procedures 
from time to time to facilitate, for example, the broker-assisted exercise of 
Options.

      (g)     Nontransferability of Options.
              ------------------------------
              During the lifetime of the Optionee, the Option shall be 
exercisable only by the Optionee or the Optionee's conservator or legal 
representative and shall not be assignable or transferable except pursuant to a 
qualified domestic relations order as defined by the Code.  In the event of the 
Optionee's death, the Option shall not be transferable by the Optionee other 
than by will or the laws of descent and distribution.
      (h)     Termination of Directorship Other than by Death or Disability.
              --------------------------------------------------------------
              If an Optionee ceases to be a Director for any reason other than 
his or her death or disability, the Optionee shall have the right, subject to 
the provisions of this Section 6, to exercise any Option held by the Optionee  
at any time within ninety (90) days after his or her termination as a Director, 
but not beyond the otherwise applicable term of the Option and only to the 
extent that on such date of termination as a Director the Optionee's right 
to exercise such Option had vested.
      (i)     Death of Optionee.
              ------------------
              If an Optionee dies while a Director, or after ceasing to be a 
Director but during the period while he or she could have exercised an Option 
under Section 6(h) hereof, any Option granted to the Optionee may be exercised, 
to the extent it had vested at the time of death and subject to the Plan, at 
any time within twelve (12) months after the Optionee's death, by the 
executors or administrators of his or her estate or by any person or 
persons who acquire the Option by will or the laws of descent and 
distribution, but not beyond the otherwise applicable term of the Option.

      (j)     Disability of Optionee.
              -----------------------
             If an Optionee ceases to be a Director due to becoming totally and 
permanently disabled within the meaning of Section 22(e)(3) of the Code, any 
Option granted to the Optionee may be exercised to the extent it had vested at 
the time of cessation and, subject to the Plan, at any time within twelve (12) 
months after the termination of Optionee's position as a Director, but not 
beyond the otherwise applicable term of the Option.

      (k)     Rights as a Shareholder.
              ------------------------
              An Optionee, or a transferee of an Optionee, shall have no rights 
as a shareholder of the Corporation with respect to any Shares for which his or 
her Option is exercisable until the date of the issuance of a stock 
certificate for such Shares.  No adjustment shall be made for dividends, 
ordinary or extraordinary or whether in currency, securities, or other 
property, distributions, or other rights for which the record date is 
prior to the date such stock certificate is issued, except as provided 
in Section 8 hereof.

      (l)     Other Provisions.
              -----------------
              The stock option agreements authorized under the Plan may contain 
such other provisions which are not inconsistent with the terms of the Plan, 
including, without limitation, restrictions upon the exercise of the Option, as 
the Committee shall deem advisable.



                                            23



<PAGE>

7.      TERM OF PLAN.
        -------------
        Options may be granted pursuant to the Plan until ten (10) years 
following 
the Effective Date, and all Options which are outstanding on such date shall 
remain in effect until they are exercised or expire by their terms.  The Plan 
shall expire for all purposes on the date twenty (20) years following the 
Effective Date.

8.     REORGANIZATIONS.
       ----------------
      (a)     Reorganizations.
              ----------------
             The number of Shares covered by the Plan, as provided in Section 5 
hereof, and the number of Shares for which each Option is exercisable shall be 
proportionately adjusted for any increase or decrease in the number of issued 
Shares resulting from the payment of a Common Stock dividend, a stock split, a 
reverse stock split or any other event which results in an increase or decrease 
in the number of issued Shares effected without receipt of consideration by the 
Corporation, and the Exercise Price shall be proportionately increased in the 
event the number of Shares subject to such Option are decreased and shall be 
proportionately decreased in the event the number of Shares subject to such 
Option are increased.  Adjustments shall be made by the Board, whose 
determination in that respect shall be final, binding and conclusive.  Except 
as expressly provided herein, no issuance by the Corporation of shares of 
stock of any class, or securities convertible into shares of stock of any 
class, shall affect, and no adjustment by reason thereof shall be made with 
respect to, the number or price of shares of Common Stock subject to an 
Option.

      (b)     Liquidation.
              ------------
             In the event of the dissolution or liquidation of the Corporation, 
each Option shall terminate immediately prior to the consummation of such 
action. The Committee shall notify the Optionee not less than fifteen (15) days 
prior to the proposed consummation of a pending dissolution or liquidation, and 
the Option shall be exercisable as to all Shares which are vested prior to 
expiration until immediately prior to the consummation of such action.

      (c)     Merger.
              -------
              In the event of a merger or acquisition involving an acquisition 
of the Corporation or an acquisition by the Corporation of another company, the 
result of which is that the outstanding voting securities of the Corporation do 
not represent, or are not converted into, a majority of the outstanding voting 
securities of the surviving corporation, except as otherwise provided in any 
particular Option agreement, the vesting of all unvested Options shall be 
accelerated and all options shall be immediately exercisable.  Without limiting 
the generality of the foregoing, in the event of (i) a proposed merger of the 
Corporation with or into another corporation, as a result of which the 
Corporation is not the surviving corporation and (ii) the Option is not assumed 
or an equivalent option substituted by the successor corporation or a parent or 
subsidiary of the successor corporation, then in such case each Option shall 
terminate immediately prior to the consummation of such transaction.  The 
Committee shall notify the Optionee not less than fifteen (15) days prior to 
the proposed consummation of such transaction, and the Option shall be 
exercisable as to all Shares subject to such Option until immediately prior 
to the consummation of such transaction.

      (d)     Determination by Committee.
              ---------------------------
              All adjustments described in this Section 8 shall be made by the 
Committee, whose determination shall be conclusive and binding on all persons.

      (e)     Limitation on Rights of Optionee.
              ---------------------------------
              Except as expressly provided in this Section 8, no Optionee shall 
have any rights by reason of any payment of any stock dividend, stock split or 
reverse stock split or any other increase or decrease in the number of shares 
of stock of any class, or by reason of any reorganization, consolidation, 
dissolution, liquidation, merger, exchange, split-up or reverse split-up, or 
spin-off of assets or stock of another corporation.  Any issuance by the 
Corporation of Shares, Options or securities convertible into Shares or Options 
shall not affect, and no adjustment by reason thereof shall be made with 
respect to, the number or Exercise Price of the Shares for which an Option 
is exercisable.


                                            24


<PAGE>
      (f)     No Restriction on Rights of Corporation.
              ----------------------------------------
              The grant of an Option shall not affect in any way the right or 
power of the Corporation to make adjustments, reclassifications, 
reorganizations, or changes of its capital or business structure, or to merge 
or consolidate, or to dissolve, liquidate, sell, or transfer all or any part of 
its business or assets.


9.     SECURITIES LAW REQUIREMENTS.
       ----------------------------
      (a)     Legality of Issuance.
              ---------------------
              No Share shall be issued upon the exercise of any Option unless 
and until the Corporation has determined that:
            (i)    The Corporation and the Optionee have taken all actions 
                   required to exempt the issuance of the Shares from the 
                   registration requirements under the Securities Act of 1933, 
                   as amended (the "Act"), or the Corporation and the Optionee 
                   shall determine that the registration requirements of the 
                   Act do not apply to such exercise;
           (ii)    Any applicable listing requirement of any stock exchange on 
                   which the Common Stock is listed has been satisfied; and
          (iii)    Any other applicable provision of state or Federal law has 
                   been satisfied.
      (b)     Restrictions on Transfer; Representations of Optionee; Legends.
              ---------------------------------------------------------------
              Regardless of whether the offering and sale of Shares has been 
registered under the Act or has been registered or qualified under the 
securities laws of any state, the Corporation may impose restrictions upon the 
sale, pledge, or other transfer of such Shares, including the placement of 
appropriate legends on stock certificates, if, in the judgment of the 
Corporation and its counsel, such restrictions are necessary or desirable in 
order to achieve compliance with the provisions of the Act, the securities laws 
of any state, or any other law.  If the sale of Shares is not registered under 
the Act and the Corporation shall determine that the registration requirements 
of the Act apply to such sale, but an exemption is available which requires an 
investment representation or other representation, the Optionee shall be 
required, as a condition to purchasing Shares by exercise of his or her Option, 
to represent that such Shares are being acquired for investment, and not with a 
view to the sale or distribution thereof, except in compliance with the Act, 
and to make such other representations as are deemed necessary or appropriate 
by the Corporation and its counsel.  Stock certificates evidencing Shares 
acquired pursuant to an unregistered transaction to which the Act applies 
shall bear such restrictive legends as are required or deemed advisable 
under the Plan or the provisions of any applicable law.  Any determination 
by the Corporation and its counsel in connection with any of the matters 
set forth in this section shall be conclusive and binding on all persons.
      (c)     Registration or Qualification of Securities.
              --------------------------------------------
              The Corporation may, but shall not be obligated to, register or 
qualify the sale of Shares under the Act or any other applicable law.
      (d)     Exchange of Certificates.
              ------------------------- 
              If, in the opinion of the Corporation and its counsel, any legend 
placed on a stock certificate representing Shares sold hereunder is no longer 
required, the Optionee or the holder of such certificate shall be entitled to 
exchange such certificate for a certificate representing the same number of 
Shares but lacking such legend.

10.     AMENDMENT OF THE PLAN.
        ----------------------
      The Plan may be amended at any time and from time to time by the Board as 
the Board shall deem advisable including, but not limited to amendments 
necessary to qualify for any exemption or to comply with applicable law or 
regulations, provided, however, that except as provided in Section 8, the Board 
may not, without further approval by the shareholders of the Corporation, 
materially increase the number of shares of Common Stock as to which Options
may be granted under the Plan, materially increase the benefits accruing to 
Participants under the Plan or materially modify the requirements as to 
eligibility for Participants in the Plan.  No amendment of the Plan shall 
materially and adversely affect any right of any Optionee with respect 
to any Option theretofore granted without such Optionee's written consent.  The 
Plan may not be amended more frequently 


                                            25



<PAGE>
than once every six months with respect to the number of shares subject to 
Options granted to members of the Board of Directors, the timing of such Option 
grants and the determination of the exercise price of such Options other than to
comport with changes in the Code, the Employee Retirement Security Act, or the 
rules thereunder.  Notwithstanding anything to the contrary contained herein, 
this Plan shall not be amended except in accordance with the provisions of Rule 
16b-3(c) under the Securities Exchange Act of 1934, as amended, or any 
successor rule thereto.

11.     APPLICATION OF FUNDS.
        ---------------------
       The proceeds received by the Corporation from the sale of Common Stock 
pursuant to the exercise of an Option shall be used for general corporate 
purposes.

12.     APPROVAL OF SHAREHOLDERS.
        -------------------------
       The Plan shall be subject to approval by the affirmative vote of the 
holders of a majority of all classes of the outstanding shares present and 
entitled to vote at the first meeting of shareholders of the Corporation 
following the adoption of the Plan, and in no event later than one (1) year 
following the Effective Date.  Prior to such approval, Options may be granted 
but shall not be exercisable.

13.     WITHHOLDING OF TAXES.
        ---------------------
        In the event the Corporation or a Subsidiary determines that it is 
required to withhold Federal, state, or local taxes in connection with the 
exercise of an Option or the disposition of Shares issued pursuant to the 
exercise of an Option, the Optionee or any person succeeding to the rights of 
the Optionee, as a condition to such exercise or disposition, may be required 
to make arrangements satisfactory to the Corporation or the Subsidiary to 
enable it to satisfy such withholding requirements.


14.     RIGHTS AS A DIRECTOR.
        ---------------------
      Neither the Plan nor any Option granted pursuant thereto shall be 
construed to give any person the right to remain as a Director of the 
Corporation or any Subsidiary.





                                            26


<PAGE>
                                        Exhibit 4.3

                        1995 Employee Stock Purchase Plan - Amended As Of 
                                 July 18, 1997 and August 7, 1998


                             CALIFORNIA MICRO DEVICES CORPORATION
                          1995 EMPLOYEE STOCK PURCHASE PLAN AS AMENDED
                          --------------------------------------------
                               JULY 18, 1997 AND AUGUST 7, 1998
                               --------------------------------

1.     PURPOSE.
       --------
       The purpose of this Plan is to provide an opportunity for Employees of 
California Micro Devices Corporation (the "Corporation") and its Designated 
Subsidiaries, to purchase Common Stock of the Corporation and thereby to have 
an additional incentive to contribute to the prosperity of the Corporation.  
It is the intention of the Corporation that the Plan qualify as an "Employee 
Stock Purchase Plan" under Section 423 of the Internal Revenue Code of 1986, 
as amended, and the Plan shall be construed in accordance with this intention.

2.     DEFINITIONS.
       -------------
      (a)     "Board" shall mean the Board of Directors of the Corporation.
              -------
      (b)     "Code" shall mean the Internal Revenue Code of 1986, as amended.
              ------
      (c)     "Committee" shall mean the committee appointed by the Board in 
              -----------
accordance with Section 12 of the Plan.
      (d)     "Common Stock" shall mean the Common Stock of the Corporation, or 
              --------------
any stock into which such Common Stock may be converted.
      (e)     "Compensation" shall mean an Employee's wages or salary and other 
              --------------
amounts payable to an Employee on account of personal services rendered by the 
Employee to the Corporation or a Designated Subsidiary and which are reportable 
as wages or other compensation on the Employee's Form W-2, plus pre-tax 
contributions of the Employee under a cash or deferred arrangement (401(k) 
plan) or cafeteria plan maintained by the Corporation or a Designated 
Subsidiary, but excluding, however, (1) non-cash fringe benefits, (2) 
special payments as determined by the Committee (e.g., moving expenses, 
unused vacation, severance pay), (3) income from the exercise of stock 
options or other stock purchases and (4) any other items of Compensation 
as determined by the Committee. 

      (f)     "Corporation" shall mean California Micro Devices Corporation, a 
              -------------
California corporation.
      (g)     "Designated Subsidiary" shall mean a Subsidiary which has been 
              -----------------------
designated by the Board as eligible to participate in the Plan.
      (h)     "Employee" shall mean an individual employed (within the meaning 
              ----------
of Code section 3401(c) and the regulations thereunder) by the Corporation or a 
Designated Subsidiary.
      (i)     "Entry Date" shall mean the first day of each Option Period.  The 
              ------------
first Entry Date shall be such date as is determined by the Committee.
      (j)     "Exercise Date" shall mean the last business day of each Exercise 
Period.
      (k)     "Exercise Period" shall mean a six-month or other period as 
              -----------------
determined by the Committee.  The first Exercise Period during an Option Period 
shall commence on the first day of such Option Period.


                                            27


<PAGE>
Subsequent Exercise Periods, if any, shall run consecutively after the 
termination of the preceding Exercise Period.  The last Exercise Period in an 
Option Period shall terminate on the last day of such Option Period. 

     (l)     "Fair Market Value" shall mean the value of one (1) share of 
Common Stock on the relevant date, determined as follows:
                (i)     If the shares are traded on an exchange or on the 
                        Nasdaq Stock Market, the reported "closing price" 
                        on the next preceding trading day (provided that in 
                        the case of the first Entry Date, the Fair Market 
                        Value shall be the initial price to the public in 
                        the Company's initial public offering);
               (ii)     If the shares are traded over-the-counter on the NASDAQ 
                        System (other than on the Nasdaq Stock Market), the 
                        mean between the bid and the ask prices on said System 
                        at the close of business on the next preceding trading 
                        day (provided that in the case of the first Entry Date, 
                        the Fair Market Value shall be the initial price to the 
                        public in the Company's initial public offering); and
              (iii)     If neither (1) nor (2) applies, the fair market value
                        as determined by the Committee in good faith.  Such 
                        determination shall be conclusive and binding on all 
                        persons.
      (m)     "Option Period" shall mean a period of up to twenty-seven (27) 
              ---------------
months as determined by the Committee. 
      (n)     "Participant" shall mean a participant in the Plan as described 
              -------------
in Section 4 of the Plan.
      (o)      "Plan" shall mean this employee stock purchase plan.
               ------
      (p)     "Subsidiary" shall mean any corporation (other than the 
              ------------
Corporation) in an unbroken chain of corporations beginning with the 
Corporation, as described in Code section 424(f).

3.     ELIGIBILITY.
       ------------
       Any Employee regularly employed on a full-time basis by the Corporation 
or by any Designated Subsidiary on an Entry Date shall be eligible to 
participate in the Plan with respect to the Option Period commencing on such 
Entry Date, provided that the Committee may establish administrative rules 
requiring that employment commence some minimum period (e.g., one pay period) 
prior to an Entry Date to be eligible to participate with respect to that Entry 
Date.  An Employee shall be considered employed on a full-time basis unless his 
or her customary employment is less than 20 hours per week or five months per 
year.  No Employee may participate in the Plan if immediately after an option 
is granted the Employee owns or is considered to own (within the meaning of 
section 424(d) of the Code), shares of stock, including stock which the 
Employee may purchase by conversion of convertible securities or under 
outstanding options granted by the Corporation, possessing five percent (5%)
or more of the total combined voting power or value of all classes of stock 
of the Corporation or of any of its Subsidiaries.  All Employees who 
participate in the Plan shall have the same rights and privileges under 
the Plan except for differences which may be mandated by local law and 
which are consistent with Code section 423(b)(5).  The Committee may 
impose restrictions on eligibility and participation of Employees who are 
officers and directors to facilitate compliance with federal 
or state securities laws. 

4.     PARTICIPATION.
       --------------
      4.1     An Employee who is eligible to participate in the Plan in 
accordance with Section 3 may become a Participant by filing, on a date 
prescribed by the Committee prior to an applicable Entry Date, a completed 
payroll deduction authorization and Plan enrollment form provided by the 
Corporation.  An eligible Employee may authorize payroll deductions at the rate 
of any whole percentage of the Employee's Compensation, not to exceed fifteen 
percent (15%) of the Employee's Compensation, or such lesser percentage as 
specified by the Committee as applied to an Entry Date or Option Period.  All 
payroll deductions may be held by the Corporation 

                                        28


<PAGE>
and commingled with its other corporate funds.  No interest shall be paid or 
credited to the Participant with respect to such payroll deductions except 
where required by local law as determined by the Committee.  A separate 
bookkeeping account for each Participant shall be maintained by the 
Corporation under the Plan and the amount of each Participant's payroll 
deductions shall be credited to such account.  A Participant may not make 
any additional payments into such account.

      4.2     Under procedures established by the Committee, a Participant may 
suspend or discontinue participation in the Plan or may reduce the rate of his 
or her payroll deductions at any time during an Offering Period by completing 
and filing a new payroll deduction authorization and Plan enrollment form with 
the Corporation, provided that the Committee may, in its discretion, impose 
restrictions on a Participant's ability to change the rate of payroll 
deductions.  A Participant may increase his or her rate of payroll deductions 
only effective on an Entry Date by filing a new payroll deduction authorization 
and Plan enrollment form.  If a new payroll deduction authorization and Plan 
enrollment form is not filed with the Corporation, the rate of payroll 
deductions shall continue at the originally elected rate throughout the Option 
Period unless the Committee determines to change the permissible rate.

      If a Participant suspends participation during an Exercise Period, his or 
her accumulated payroll deductions will remain in the Plan for purchase of 
shares as specified in Section 6 on the following Exercise Date, but the 
Participant will not again participate until he or she completes a new payroll 
deduction authorization and Plan enrollment form.  The Committee may establish 
rules limiting the frequency with which Participants may suspend and resume 
payroll deductions under the Plan and may impose a waiting period on 
Participants wishing to resume suspended payroll deductions.  If a Participant 
discontinues participation in the Plan, the amount credited to the 
Participant's individual account shall be paid to the Participant without 
interest (except where required by local law).  In the event any Participant
terminates employment with the Corporation or any Subsidiary for any reason 
(including death) prior to the expiration of an Option Period, the 
Participant's participation in the Plan shall terminate and all amounts
credited to the Participant's account shall be paid to the Participant or the
Participant's estate without interest (except where required by local law).  
Whether a termination of employment has occurred shall be determined by the 
Committee.  The Committee may also establish rules regarding when leaves of 
absence or change of employment status (e.g., from full-time to part-time) 
will be considered to be a termination of employment, and the Committee may 
establish termination of employment procedures for this Plan which are 
independent of similar rules established under other benefit plans of the 
Corporation and its Subsidiaries.

      In the event of a Participant's death, any accumulated payroll deductions 
will be paid, without interest, to the estate of the Participant.

5.     OFFERING.
       ---------
       5.1     The maximum number of shares of Common Stock which may be issued 
pursuant to the Plan shall be Four Hundred Sixty Thousand (460,000) shares.
The Committee may designate any amount of available shares for offering for 
any Option Period determined pursuant to Section 5.2.

       5.2     Each Option Period, Entry Date and Exercise Period shall be 
determined by the Committee.  The Committee shall have the power to change the 
duration of future Option Periods or future Exercise Periods, and to determine 
whether or not to have overlapping Option Periods, with respect to any 
prospective offering, without shareholder or Board approval.

      5.3     With respect to each Option Period, each eligible Employee who 
has elected to participate as provided in Section 4.1 shall be granted an 
option to purchase that number of shares of Common Stock which may be 
purchased with the payroll deductions accumulated on behalf of such Employee 
(assuming payroll deductions at a rate of 15% of Compensation) during each 
Exercise Period within such Option Period at the purchase price specified 
in Section 5.4 below; provided, however, (1) in no event shall the Employee 
be entitled to accrue rights to purchase shares under the Plan (and all 
other employee stock purchase plans, as defined in Code section 423, of 
the Corporation and its subsidiaries) at a rate which exceeds $25,000 
of the Fair Market Value of such stock (determined at the time the 
option is granted) for any calendar year in which such option is 
outstanding at any time, and (2) the maximum shares subject to 
any option shall in no event exceed 10,000.


                                            29


<PAGE>

      5.4     The option price under each option shall be the lower of: (i) 
eighty-five percent (85%) of the Fair Market Value of the Common Stock on the 
Entry Date on which an option is granted, or (ii) eighty-five percent (85%) of 
the Fair Market Value on the Exercise Date on which the Common Stock is 
purchased.

      5.5     If the total number of shares of Common Stock for which options 
granted under the Plan are exercisable exceeds the maximum number of shares 
offered on any Entry Date, the number of shares which may be purchased under 
options granted on the Entry Date shall be reduced on a pro rata basis in as 
nearly a uniform manner as shall be practicable and equitable.  In this event, 
payroll deductions shall also be reduced or refunded accordingly.  If an 
Employee's payroll deductions during any Exercise Period exceeds the purchase 
price for the maximum number of shares permitted to be purchased under Section 
5.3, the excess shall be refunded to the Participant without interest (except 
where otherwise required by local law).

      5.6     In the event that the Fair Market Value of the Corporation's 
Common Stock is lower on the first day of an Exercise Period within an Option 
Period (subsequent "Reassessment Date") than it was on Entry Date for such 
Option Period, all Employees participating in the Plan on the Reassessment Date 
shall be deemed to have relinquished the unexercised portion of the option 
granted on the Entry Date and to have enrolled in and received a new option 
commencing on such Reassessment Date, unless the Committee has determined not 
to permit overlapping Option Periods or to restrict such transfers to lower 
price Option Periods.

6.     PURCHASE OF STOCK.
       ------------------
      Upon the expiration of each Exercise Period, a Participant's option shall 
be exercised automatically for the purchase of that number of full shares of 
Common Stock which the accumulated payroll deductions credited to the 
Participant's account at that time shall purchase at the applicable price 
specified in Section 5.4.

7.     PAYMENT AND DELIVERY.
       ---------------------
       Upon the exercise of an option, the Corporation shall deliver to the 
Participant the Common Stock purchased and the balance of any amount of payroll 
deductions credited to the Participant's account not used for the purchase.  
The Committee may permit or require that shares be deposited directly with a 
broker designated by the Participant (or a broker selected by the Committee), 
and the Committee may utilize electronic or automated methods of share 
transfer.  To the extent the unused cash balance represents a fractional 
share, the unused cash balance credited to the Participant's account shall 
be carried over to the next Exercise Period, if the Participant is also a 
Participant in the Plan at that time or refunded to the Participant, as 
determined by the Committee.  The Corporation shall retain the amount of 
payroll deductions used to purchase Common Stock as full payment for the 
Common Stock and the Common Stock shall then be fully paid and 
non-assessable.  No Participant shall have any voting, 
dividend, or other stockholder rights with respect to shares subject to any 
option granted under the Plan until the option has been exercised and shares 
issued.

8.     RECAPITALIZATION.
       -----------------
       If after the grant of an option, but prior to the purchase of Common 
Stock under the option, there is any increase or decrease in the number of 
outstanding shares of Common Stock because of a stock split, stock dividend, 
combination or recapitalization of shares subject to options, the number of 
shares to be purchased pursuant to an option, the share limit of Section 5.3 
and the maximum number of shares specified in Section 5.1 shall be 
proportionately increased or decreased, the terms relating to the 
purchase price with respect to the option shall be appropriately 
adjusted by the Committee, and the Committee shall take any further 
actions which, in the exercise of its discretion, may be 
necessary or appropriate under the circumstances.

     The Committee, if it so determines in the exercise of its sole discretion, 
also may adjust the number of shares specified in Section 5.1, as well as the 
price per share of Common Stock covered by each outstanding option and the 
maximum number of shares subject to any individual option, in the event the 
Corporation effects one or more reorganizations, recapitalizations, spin-offs, 
split-ups, rights offerings or reductions of shares of its outstanding Common 
Stock.

                                            30

<PAGE>

      The Committee's determinations under this Section 8 shall be conclusive 
and binding on all parties.

9.     MERGER, LIQUIDATION, OTHER CORPORATION TRANSACTIONS.
       ----------------------------------------------------
       In the event of the proposed liquidation or dissolution of the 
Corporation, the Option Period will terminate immediately prior to the 
consummation of such proposed transaction, unless otherwise provided by the 
Committee in its sole discretion, and all outstanding options shall 
automatically terminate and the amounts of all payroll deductions will be 
refunded without interest to the Participants.

       In the event of a proposed sale of all or substantially all of the 
assets of the Corporation, or the merger or consolidation of the Corporation 
with or into another corporation, then in the sole discretion of the Committee, 
(1) each option shall be assumed or an equivalent option shall be substituted 
by the successor corporation or parent or subsidiary of such successor 
corporation, (2) a date established by the Committee on or before the 
date of consummation of such merger, consolidation or sale shall be 
treated as an Exercise Date, and all outstanding options shall be 
deemed exercisable on such date or (3) all outstanding options shall 
terminate and the accumulated payroll deductions shall be returned to 
the Participants.

10.     TRANSFERABILITY.
        ----------------
        Options granted to Participants may not be voluntarily or involuntarily 
assigned, transferred, pledged, or otherwise disposed of in any way, and any 
attempted assignment, transfer, pledge, or other disposition shall be null and 
void and without effect.  If a Participant in any manner attempts to transfer, 
assign or otherwise encumber his or her rights or interest under the Plan, 
other than as permitted by the Code, such act shall be treated as an 
election by the participant to discontinue participation in the Plan 
pursuant to Section 4.2.

11.     AMENDMENT OR TERMINATION OF THE PLAN.
        -------------------------------------
        11.1     The Plan shall continue until February 9, 2005, unless 
previously terminated in accordance with Section 11.2.

        11.2     The Board may, in its sole discretion, insofar as permitted by 
law, terminate or suspend the Plan, or revise or amend it in any respect 
whatsoever, except that, without approval of the stockholders, no such revision 
or amendment shall:
                (a)     materially increase the number of shares subject to the 
Plan other than an adjustment under Section 8 of the Plan;
                (b)     materially modify the requirements as to eligibility 
for participation in the Plan;
                (c)     materially increase the benefits accruing to 
Participants;
                (d)     reduce the purchase price specified in Section 5.4, 
except as specified in Section 8;
                (e)     extend the term of the Plan beyond the date specified 
in Section 11.1; or
                (f)     amend this Section 11.2 to defeat its purpose.

12.     ADMINISTRATION.
        ---------------
     The Plan shall be administered by a Committee which shall consist of at 
least three members appointed by the Board.  The Committee shall have full 
power and authority to promulgate any rules and regulations which it deems 
necessary for the proper administration of the Plan, to interpret the 
provisions and supervise the administration of the Plan, and to take 
all action in connection with administration of the Plan as it deems 
necessary or advisable.  Decisions of the Committee shall be made by 
a majority of its members and shall be final and binding upon all 
participants.  Any decision reduced to writing and signed by a 
majority of the members of the Committee shall be fully effective as if it 
had been made at a meeting of the Committee duly held.  The 

                                            31


<PAGE>

Corporation shall pay all expenses incurred in the administration of the Plan.  
No Committee member shall be liable for any action or determination made in 
good faith with respect to the Plan or any option granted thereunder.

13.     COMMITTEE RULES FOR FOREIGN JURISDICTIONS.
        ------------------------------------------
        The Committee may adopt rules or procedures relating to the operation 
and administration of the Plan in non-United States jurisdictions to 
accommodate the specific requirements of local laws and procedures.  
Without limiting the generality of the foregoing, the Committee is 
specifically authorized to adopt rules and procedures regarding handling 
of payroll deductions, conversion of local currency, withholding procedures 
and handling of stock certificates which vary with local requirements.

14.     SECURITIES LAWS REQUIREMENTS.
        -----------------------------
        The Corporation shall not be under any obligation to issue Common Stock 
upon the exercise of any option unless and until the Corporation has determined 
that: (i) it and the Participant have taken all actions required to register 
the Common Stock under the Securities Act of 1933, or to perfect an exemption
from the registration requirements thereof; (ii) any applicable listing 
requirement of any stock exchange on which the Common Stock is listed has 
been satisfied; and (iii) all other applicable provisions of state and 
federal law have been satisfied.

15.     GOVERNMENTAL REGULATIONS.
        -------------------------
        This Plan and the Corporation's obligation to sell and deliver shares 
of its stock under the Plan shall be subject to the approval of any 
governmental authority required in connection with the Plan or the 
authorization, issuance, sale, or delivery of stock hereunder.

16.     NO ENLARGEMENT OF EMPLOYEE RIGHTS.
        ----------------------------------
        Nothing contained in this Plan shall be deemed to give any Employee the 
right to be retained in the employ of the Corporation or any Designated 
Subsidiary or to interfere with the right of the Corporation or Designated 
Subsidiary to discharge any Employee at any time.

17.     GOVERNING LAW.
        --------------
        This Plan shall be governed by California law, but shall be interpreted 
to be consistent with the requirements of any employee stock purchase plan 
under Code section 423.

18.      EFFECTIVE DATE.
        ---------------
        This Plan shall be effective February 10, 1995, subject to approval of 
the shareholders of the Corporation within 12 months of its adoption by the 
Board of Directors.

                                            32

<PAGE>



                                 EXHIBIT 24.1


                               POWER OF ATTORNEY


     KNOW ALL MEN BY THESE PRESENTS, that the undersigned, Wade Meyercord does 
hereby make, constitute and appoint Jeffrey C. Kalb, John E. Trewin and Scott 
Hover-Smoot, and each of them, acting together or alone, his true and lawful 
attorneys-in-fact and agents with full power of substitution, in his name, 
place and stead to execute on his behalf, in his capacity as a Director of 
California Micro Devices Corporation (the "Company"), a registration statement 
on Form S-8 or other appropriate form and any and all amendments thereto 
(including post-effective amendments), registering up to 500,000 shares of the 
Common Stock of the Company, to be filed with the Securities and Exchange 
Commission (the "SEC") pursuant to the Securities Act of 1933, as amended (the 
"1933 Act") and any and all other instruments which said attorneys-in-fact and 
agents deem necessary or advisable to enable the Company to comply with the 
1933 Act and the rules, regulations and requirements of the SEC in respect 
thereof, giving and granting to said attorneys-in-fact and agents, and each of 
them, acting together or alone, full power and authority to do and perform each 
and every act and thing whatsoever necessary to appropriate to be done in and 
about the premises as fully to all intents as he might or would do if 
personally present at the doing thereof, with full power of substitution and 
revocation, hereby ratifying and confirming all that his said attorneys-in-fact 
or substitutes may or shall lawfully do or cause to be done by virtue hereof.

     THIS POWER OF ATTORNEY expires on September 30, 1998.

     IN WITNESS WHEREOF, the undersigned has hereunto set his hand on the date 
indicated below.

                                             /s/ Wade Meyercord
                                             ------------------
                                             Wade Meyercord

Dated: August 10, 1998


                                        33

<PAGE>

                                 POWER OF ATTORNEY


     KNOW ALL MEN BY THESE PRESENTS, that the undersigned, Angel G. Jordan does 
hereby make, constitute and appoint Jeffrey C. Kalb, John E. Trewin and Scott 
Hover-Smoot, and each of them, acting together or alone, his true and lawful 
attorneys-in-fact and agents with full power of substitution, in his name, 
place and stead to execute on his behalf, in his capacity as a Director of 
California Micro Devices Corporation (the "Company"), a registration statement 
on Form S-8 or other appropriate form and any and all amendments thereto 
(including post-effective amendments), registering up to 500,000 shares of the 
Common Stock of the Company, to be filed with the Securities and Exchange 
Commission (the "SEC") pursuant to the Securities Act of 1933, as amended (the 
"1933 Act") and any and all other instruments which said attorneys-in-fact and 
agents deem necessary or advisable to enable the Company to comply with the 
1933 Act and the rules, regulations and requirements of the SEC in respect 
thereof, giving and granting to said attorneys-in-fact and agents, and each of 
them, acting together or alone, full power and authority to do and perform each 
and every act and thing whatsoever necessary to appropriate to be done in and 
about the premises as fully to all intents as he might or would do if 
personally present at the doing thereof, with full power of substitution and 
revocation, hereby ratifying and confirming all that his said attorneys-in-fact 
or substitutes may or shall lawfully do or cause to be done by virtue hereof.

     THIS POWER OF ATTORNEY expires on September 30, 1998.

     IN WITNESS WHEREOF, the undersigned has hereunto set his hand on the 
date indicated below.

                                             /s/ Angel G. Jordan
                                             ------------------
                                             Angel G. Jordan

Dated: August 10, 1998


                                        34

<PAGE>
                                  POWER OF ATTORNEY


     KNOW ALL MEN BY THESE PRESENTS, that the undersigned, Donald Waite does 
hereby make, constitute and appoint Jeffrey C. Kalb, John E. Trewin and Scott 
Hover-Smoot, and each of them, acting together or alone, his true and lawful 
attorneys-in-fact and agents with full power of substitution, in his name, 
place and stead to execute on his behalf, in his capacity as a Director of 
California Micro Devices Corporation (the "Company"), a registration statement 
on Form S-8 or other appropriate form and any and all amendments thereto 
(including post-effective amendments), registering up to 500,000 shares of the 
Common Stock of the Company, to be filed with the Securities and Exchange 
Commission (the "SEC") pursuant to the Securities Act of 1933, as amended (the 
"1933 Act") and any and all other instruments which said attorneys-in-fact and 
agents deem necessary or advisable to enable the Company to comply with the 
1933 Act and the rules, regulations and requirements of the SEC in respect 
thereof, giving and granting to said attorneys-in-fact and agents, and each of 
them, acting together or alone, full power and authority to do and perform each 
and every act and thing whatsoever necessary to appropriate to be done in and 
about the premises as fully to all intents as he might or would do if 
personally present at the doing thereof, with full power of substitution and 
revocation, hereby ratifying and confirming all that his said attorneys-in-fact 
or substitutes may or shall lawfully do or cause to be done by virtue hereof.

     THIS POWER OF ATTORNEY expires on September 30, 1998.

     IN WITNESS WHEREOF, the undersigned has hereunto set his hand on the date 
indicated below.

                                        /s/ Donald Waite
                                       ------------------
                                        Donald Waite

Dated: August 10, 1998


                                        35

<PAGE>

                                POWER OF ATTORNEY


     KNOW ALL MEN BY THESE PRESENTS, that the undersigned, Stuart Schube does 
hereby make, constitute and appoint Jeffrey C. Kalb, John E. Trewin and Scott 
Hover-Smoot, and each of them, acting together or alone, his true and lawful 
attorneys-in-fact and agents with full power of substitution, in his name, 
place and stead to execute on his behalf, in his capacity as a Director of 
California Micro Devices Corporation (the "Company"), a registration statement 
on Form S-8 or other appropriate form and any and all amendments thereto 
(including post-effective amendments), registering up to 500,000 shares of the 
Common Stock of the Company, to be filed with the Securities and Exchange 
Commission (the "SEC") pursuant to the Securities Act of 1933, as amended (the 
"1933 Act") and any and all other instruments which said attorneys-in-fact and 
agents deem necessary or advisable to enable the Company to comply with the 
1933 Act and the rules, regulations and requirements of the SEC in respect 
thereof, giving and granting to said attorneys-in-fact and agents, and each of 
them, acting together or alone, full power and authority to do and perform each 
and every act and thing whatsoever necessary to appropriate to be done in and 
about the premises as fully to all intents as he might or would do if 
personally present at the doing thereof, with full power of substitution and 
revocation, hereby ratifying and confirming all that his said attorneys-in-fact 
or substitutes may or shall lawfully do or cause to be done by virtue hereof.

     THIS POWER OF ATTORNEY expires on September 30, 1998.

     IN WITNESS WHEREOF, the undersigned has hereunto set his hand on the date 
indicated below.

                                        /s/ Stuart Schube     
                                        ------------------
                                        Stuart Schube

Dated: August 10, 1998


                                        36

<PAGE>

                                 POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that the undersigned, John Sprague does 
hereby make, constitute and appoint Jeffrey C. Kalb, John E. Trewin and Scott 
Hover-Smoot, and each of them, acting together or alone, his true and lawful 
attorneys-in-fact and agents with full power of substitution, in his name, 
place and stead to execute on his behalf, in his capacity as a Director of 
California Micro Devices Corporation (the "Company"), a registration statement 
on Form S-8 or other appropriate form and any and all amendments thereto 
(including post-effective amendments), registering up to 500,000 shares of the 
Common Stock of the Company, to be filed with the Securities and Exchange 
Commission (the "SEC") pursuant to the Securities Act of 1933, as amended (the 
"1933 Act") and any and all other instruments which said attorneys-in-fact and 
agents deem necessary or advisable to enable the Company to comply with the 
1933 Act and the rules, regulations and requirements of the SEC in respect 
thereof, giving and granting to said attorneys-in-fact and agents, and each of 
them, acting together or alone, full power and authority to do and perform each 
and every act and thing whatsoever necessary to appropriate to be done in and 
about the premises as fully to all intents as he might or would do if 
personally present at the doing thereof, with full power of substitution and 
revocation, hereby ratifying and confirming all that his said attorneys-in-fact 
or substitutes may or shall lawfully do or cause to be done by virtue hereof.

     THIS POWER OF ATTORNEY expires on September 30, 1998.

     IN WITNESS WHEREOF, the undersigned has hereunto set his hand on the date 
indicated below.


                                        /s/ John Sprague
                                        ------------------
                                        John Sprague

Dated: August 10, 1998


                                       37

<PAGE>

                                POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that the undersigned, J. Daniel McCranie 
does hereby make, constitute and appoint Jeffrey C. Kalb, John E. Trewin and 
Scott Hover-Smoot, and each of them, acting together or alone, his true and 
lawful attorneys-in-fact and agents with full power of substitution, in his 
name, place and stead to execute on his behalf, in his capacity as a Director 
of California Micro Devices Corporation (the "Company"), a registration 
statement on Form S-8 or other appropriate form and any and all amendments 
thereto (including post-effective amendments), registering up to 500,000 shares 
of the Common Stock of the Company, to be filed with the Securities and 
Exchange Commission (the "SEC") pursuant to the Securities Act of 1933, as 
amended (the "1933 Act") and any and all other instruments which said 
attorneys-in-fact and agents deem necessary or advisable to enable the Company 
to comply with the 1933 Act and the rules, regulations and requirements of the 
SEC in respect thereof, giving and granting to said attorneys-in-fact and 
agents, and each of them, acting together or alone, full power and authority to 
do and perform each and every act and thing whatsoever necessary to appropriate 
to be done in and about the premises as fully to all intents as he might or 
would do if personally present at the doing thereof, with full power of 
substitution and revocation, hereby ratifying and confirming all that his said 
attorneys-in-fact or substitutes may or shall lawfully do or cause to be done 
by virtue hereof.

     THIS POWER OF ATTORNEY expires on September 30, 1998.

     IN WITNESS WHEREOF, the undersigned has hereunto set his hand on the date 
indicated below.


                                        /s/ J. Daniel McCranie
                                        ----------------------
                                        J. Daniel McCranie

Dated: August 10, 1998


                                        38
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 120480}]
{"company-data": {"conformed-name": "CALIFORNIA MICRO DEVICES CORP", "cik": "0000800460", "assigned-sic": "3670", "irs-number": "942672609", "state-of-incorporation": "CA", "fiscal-year-end": "0331"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-61833", "film-number": "98694354"}, "business-address": {"street1": "215 TOPAZ ST", "city": "MILPITAS", "state": "CA", "zip": "95035-5430", "phone": "4082633214"}, "mail-address": {"street1": "215 TOPAZ STREET", "street2": "215 TOPAZ STREET", "city": "MILPITAS", "state": "CA", "zip": "95035-5430"}}
As filed with the Securities and Exchange Commission on August 19, 1998
Registration Number 333-

                           SECURITIES AND EXCHANGE COMMISSION
                                 WASHINGTON, D.C. 20549

                                     FORM S-8
                               REGISTRATION STATEMENT
                           UNDER THE SECURITIES ACT OF 1933

                          CALIFORNIA MICRO DEVICES CORPORATION
                          ------------------------------------
                   (Exact name of Registrant as specified in its charter)

         California                                    94-2672609
         ----------                                    ----------
      (State or other                           (IRS Employer incorporation 
 jurisdiction organization)                           Identification No.)

                  215 Topaz Street, Milpitas, California  95035-5430
                  --------------------------------------------------
    (Address, including Zip Code, of Registrant's Principal Executive Offices)

-------------------------------------------------------------------------------
                1995 STOCK OPTION PLAN - AMENDED AS OF JULY 26, 1996;
                        JULY 18, 1997 AND AUGUST 7, 1998
                                      and
           1995 NON-EMPLOYEE DIRECTORS' STOCK OPTION PLAN - AMENDED AS OF
                   JULY 26, 1996; JULY 18, 1997 AND AUGUST 7, 1998
                                      and
                 1995 EMPLOYEE STOCK PURCHASE PLAN AMENDED AS OF 
                        JULY 18, 1997 AND AUGUST 7, 1998
-------------------------------------------------------------------------------

                                 Scott Hover-Smoot
                           Secretary and General Counsel
                        California Micro Devices Corporation
215 Topaz Street, Milpitas, California 95035-5430        PHONE (408) 263-3214
-------------------------------------------------------------------------------
(Name, address, including Zip Code, and Telephone Number, including Area Code, 
of Agent for Service)

                                     Copies to:
                             Richard A. Boehmer, Esquire
                               O'MELVENY & MYERS LLP
                               400 South Hope Street
                             Los Angeles, CA 90071-2899
                                  (213) 430-6643
-------------------------------------------------------------------------------
                           CALCULATION OF REGISTRATION FEE
-------------------------------------------------------------------------------
Title Of                         Proposed          Proposed 
Securities        Amount         Maximum           Maximum         Amount Of
To Be             To Be       Offering Price      Aggregate       Registration
Registered      Registered     Per Share(4)     Offering Price        Fee
-------------------------------------------------------------------------------
Common Stock    275,000(1)        $3.00           $773,438(4)        $267
Common Stock     60,000(2)        $3.00           $168,750(4)        $ 58
Common Stock    160,000(3)        $3.00           $450,000(4)        $155
-------------------------------------------------------------------------------
(1)     Constitutes 275,000 additional shares of Common Stock issuable under 
the Company's 1995 Stock Option Plan.   2,370,000 shares of Common Stock 
issuable under the Company's 1995 Stock Option Plan were previously registered 
on a Registration Statement on Form S-8, filed January 27, 1998, Registration 
No. 333 -44959; Registration Statement on Form S-8, filed August 15, 1996, 
Registration No. 33 - 10257 and a Registration Statement on Form S-8 filed 
August 17, 1995, Registration No. 33-61907.

(2)     Constitutes 60,000 additional shares of Common Stock issuable under the 
Company's 1995 Non-Employee Directors' Stock Option Plan.   220,000 shares of 
Common Stock issuable under the Company's 1995 Non-Employee Directors' Stock 
Option Plan were previously registered on a Registration Statement on Form S-8, 
filed January 27, 1998, Registration No. 333-44959; Registration Statement on 
Form S-8, filed August 15, 1996, Registration No. 33 - 10257 and a Registration 
Statement on Form S-8 filed August 17, 1995, Registration No. 33-61907.

(3)     Constitutes 160,000 additional shares of Common Stock issuable under 
the Company's 1995 Employee Stock Purchase Plan.   300,000 shares of Common 
Stock issuable under the Company's 1995 Employee Stock Purchase Plan were 
previously registered on a Registration Statement on Form S-8, filed January 
27, 1998, Registration No. 333-44959; and Registration Statement on Form S-8, 
filed August 17, 1995, Registration No. 33-61907.

(4)     Pursuant to Rule 457(c), based upon the average of the high and low 
sales price of a share of the Registrant's Common Stock reported on the Nasdaq 
National Market on August 17, 1998.

                                        2
PART II

                   INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.     INFORMATION INCORPORATED BY REFERENCE
            -------------------------------------
There are hereby incorporated by reference in this Registration Statement the 
following documents and information heretofore filed with the Securities and 
Exchange Commission:

(a)     Annual Report on Form 10-K for the year ended March 31, 1998; 

(b)     Quarterly reports on Form 10-Q for the quarter ended June 30, 1998; and

(c)     Registration Statement on Form S-8 pursuant to the Securities Act of 
1933, filed August 17, 1995, Registration No. 33-61907; Registration Statement 
on Form S-8 pursuant to the Securities Act of 1933, filed August 15, 1996, 
Registration No. 33-10257; and Registration Statement on Form S-8 pursuant to 
the Securities Act of 1933, filed January 26, 1998, Registration No. 333-44959.

All documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 
15(d) of the Securities Exchange Act of 1934 (the "Exchange Act") after the 
date of this registration statement and prior to the filing of a post-effective 
amendment which indicates that all securities offered have been sold or which 
deregisters all securities then remaining unsold, shall be deemed to be 
incorporated by reference in this registration statement and to be part hereof 
from the date of filing such documents.

Item 5.     INTERESTS OF NAME EXPERTS AND COUNSEL
            -------------------------------------
Certain legal matters with respect to the shares will be passed upon by Scott 
Hover-Smoot, the Company's in-house counsel.  As of the date of this filing, 
the Mr. Hover-Smoot beneficially owns 65,000 option shares of Registrant's 
Common Stock.

Item 6.     INDEMNIFICATION OF OFFICERS AND DIRECTORS

Section 317 of the California Corporations Code allows for the indemnification 
of officers, directors, and other corporate agents in terms sufficiently broad 
to indemnify such persons under certain circumstances for liabilities 
(including reimbursement for expenses incurred) arising under the Securities 
Act.  Article V of Registrant's Articles of Incorporation and an amendment to 
Registrant's Bylaws effective January 21, 1987 provide for indemnification of 
Registrant's directors, officers, employees and other agents to the extent and 
under the circumstances permitted by the California Corporations Code. 

                                        3
Item 8.          EXHIBITS
                 --------
Exhibit
Number          Description
------          -----------
4.1             1995 Stock Option Plan - Amended As Of July 26, 1996, July 18, 
                1997, and August 7, 1998.

4.2             1995 Non-Employee Directors' Stock Option Plan - Amended As Of 
                July 26, 1996, July 18, 1997, and August 7, 1998.

4.3             1995 Employee Stock Purchase Plan - Amended As Of July 18, 1997 
                and August 7, 1998.

5.1             Opinion of Scott Hover-Smoot as to legality of securities being 
                registered.

23.1            Consent of Independent Auditors.

23.2            Consent of Scott Hover-Smoot.

24.             Powers of Attorney.
Item 9.     UNDERTAKINGS
            ------------
(a)     The undersigned Registrant hereby undertakes:
        (1)     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 (The "Securities Act");
               (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; and
              (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 (a)(1)(i) and (a)(1)(i) 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 Securities Exchange Act of 1934 
(the "Exchange Act") that are incorporated by reference in the Registration 
Statement;
     (2)     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.
     (3)     To remove from registration by means of a post-effective amendment 
any of the securities being registered that remain unsold at the termination of 
this offering.
(b)     The undersigned registrant hereby undertakes that, for purposes of 
determining any liability under the Securities Act, each filing of 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.
     Insofar as indemnification for liabilities arising under the 
     Securities Act may be permitted to directors, officers and 
     controlling persons of Registrant pursuant to the provisions 
     described in Item 6 above, or otherwise, Registrant has been 
     advised that in the opinion of the SEC such indemnification 
     is against public policy as expressed in the Securities Act 
     and is, therefore, unenforceable.  In the event that a claim 
     for indemnification against such liabilities (other than the 
     payment by Registrant of expenses incurred or paid by a director,
     officer or controlling person of 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, 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 Securities Act and will be governed 
     by the final adjudication of such issue.

                                        5
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 the 
requirements for filing on Form S-8 and has duly caused this Registration 
Statement to be signed on its behalf by the undersigned, thereunto duly 
authorized, in Milpitas, California, on August 18, 1998.

                              CALIFORNIA MICRO DEVICES CORPORATION

                              By:     /s/ John E. Trewin
                                      ------------------------------------------
                                      John E. Trewin
                                      Vice President and Chief Financial Officer

Pursuant to the requirements of the Securities Act of 1933, this Registration 
Statement has been signed by the following persons in the capacities indicated 
below and on August 14, 1998.

/s/ Jeffrey C. Kalb                     /s/ John E. Trewin
----------------------------------     -----------------------------------------
Jeffrey C. Kalb, (Director,             John E. Trewin (Vice President,    
President, Chief Executive Officer      Chief Financial Officer and Chief 
Principal Executive Officer             Chief Financial and Accounting Officer)

Pursuant to the requirements of the Securities Act of 1933, this Registration 
Statement has been signed by the following persons in the capacities indicated 
below and on August 10, 1998.

*/s/ Wade Meyercord                              */s/ Stuart Schube          
--------------------------                       ----------------------------
 Wade Meyercord (Chairman)                       Stuart Schube (Director)

*/s/ Angel Jordan                                */s/ John Sprague          
-----------------------------                    ----------------------------
 Angel Jordan (Director)                         John Sprague (Director)

*/s/ J. Daniel McCranie                         */s/ Donald Waite          
------------------------------                  ----------------------------
 J. Daniel McCranie (Director)                  Donald Waite (Director)

*By: /s/ John E. Trewin          
     ----------------------------
      John E. Trewin
      Attorney-in-fact

                                        6
INDEX TO EXHIBITS

Exhibit 
Number          Description
---------       -----------
4.1             1995 Stock Option Plan - Amended As Of July 26, 1996, 
                July 18, 1997 and August 7, 1998.

4.2             1995 Non-Employee Directors' Stock Option Plan - Amended As Of 
                July 26, 1996, July 18, 1997 and August 7, 1998.

4.3             1995 Employee Stock Purchase Plan - Amended As Of July 18, 1997 
                and August 7, 1998.

5.1             Opinion of Scott Hover-Smoot as to legality of securities 
                being registered.

23.1            Consent of Ernst & Young LLP.

23.2            Consent of Scott Hover-Smoot

24              Powers of Attorney.

                                        7
EXHIBIT 5.1

  Opinion Of Scott Hover-Smoot As To Legality Of Securities Being Registered
  --------------------------------------------------------------------------

                                             August 13, 1998

California Micro Devices Corporation
215 Topaz Street
Milpitas, California  95035-5430

Gentlemen:

     I have examined the Registration Statement on Form S-8 to be filed by 
California Micro Devices Corporation (the "Company") with the Securities and 
Exchange Commission on or about August 18, 1998 in connection with the 
registration under the Securities Act of 1933, as amended, of an aggregate of 
495,000 shares (the "Shares") of the Company's Common Stock reserved for 
issuance under the 1995 Stock Option Plan, the 1995 Non-Employee Directors' 
Stock Option Plan, and the 1995 Employee Stock Purchase Plan (collectively, the 
"Plans").  As your legal counsel, I have examined the proceedings taken and am 
familiar with the proceedings proposed to be taken by the Company in connection 
with the sale and issuance of the Shares.

     It is my opinion that the Shares, when issued and sold in the manner 
referred to in the Plans will be legally and validly issued, fully paid and 
nonassessable.

     I consent to the use of this opinion as an exhibit to said Registration 
Statement and further consent to the use of my name wherever appearing in said 
Registration Statement and amendments thereto.

                                             Very truly yours,

                                             /s/ Scott Hover-Smoot
                                             -----------------------------
                                             Scott Hover-Smoot
                                             Secretary and General Counsel

                                        8
EXHIBIT 23.1

                     Consent of Ernst & Young LLP, INDEPENDENT AUDITORS
                     --------------------------------------------------

                     CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS

We consent to the incorporation by reference in the Registration Statement 
(Form S-8) pertaining to (a) the 1995 Stock Option Plan - Amended as of July 
26, 1996, July 18, 1997 and August 7, 1998, (b) the 1995 Non-Employee 
Directors' Stock Option Plan - Amended as of July 26, 1996, July 18, 1997 and 
August 7 1998, and (c) the 1995 Employee Stock Purchase Plan - Amended as of 
July 18, 1997 and August 7, 1998 of California Micro Devices Corporation of our 
report dated April 29, 1998, with respect to the financial statements and 
schedule of California Micro Devices Corporation included in its Annual Report 
(Form 10-K) for the year ended March 31, 1998, filed with the Securities and 
Exchange Commission. 

San Jose, California 
August 13, 1998

                                        9
EXHIBIT 23.2

                           Consent of Scott Hover-Smoot

I consent to the incorporation by reference in the Registration Statement (Form 
S-8) pertaining to (a) the 1995 Stock Option Plan - Amended as of July 26, 
1996, July 18, 1997 and August 7, 1998, (b) the 1995 Non-Employee Directors' 
Stock Option Plan - Amended as of July 26, 1996, July 18, 1997 and August 7 
1998, and (c) the 1995 Employee Stock Purchase Plan - Amended as of July 18, 
1997 and August 7, 1998 of California Micro Devices Corporation of our report 
dated April 29, 1998, with respect to the financial statements and schedule of 
California Micro Devices Corporation included in its Annual Report (Form 10-K) 
for the year ended March 31, 1998, filed with the Securities and Exchange 
Commission. 

San Jose, California 
August 13, 1998

                                        10
EXHIBIT 4.1

                  1995 Stock Option Plan - Amended As Of July 26, 1996, 
                          July 18, 1997 And August 7, 1998

                              CALIFORNIA MICRO DEVICES CORPORATION
                                 1995 STOCK OPTION PLAN 
                                 ----------------------
               AMENDED AS OF JULY 26, 1996, JULY 18, 1997 AND AUGUST 7, 1998
               -------------------------------------------------------------

1.      PURPOSE.
        --------
      The purpose of the CALIFORNIA MICRO DEVICES CORPORATION 1995 Stock Option 
Plan (the "Plan") is to advance the interests of the Corporation and its 
shareholders by providing a means by which the Corporation and its Subsidiaries 
shall be able to attract and retain qualified employees and consultants.  

2.      DEFINITIONS.
        ------------
      (a)     "Affiliate" shall mean any corporation (other than the 
Corporation) in an unbroken chain of corporations that includes the Corporation 
if each of such corporations, other than the last corporation in the chain, 
owns at least 50% of the total voting power of one of the other corporations.

      (b)     "Affiliated Group" shall mean an affiliated group of 
corporations, as defined in Code Section 1504, which includes the Corporation.

      (c)     "Board" shall mean the Board of Directors of the Corporation.

      (d)     "Code" shall mean the Internal Revenue Code of 1986, as amended.

      (e)     "Committee" shall mean the committee appointed by the Board, in 
accordance with Section 3(a) hereof, to administer the Plan.

      (f)     "Common Stock" shall mean the voting common stock of the 
Corporation.

      (g)     "Consultant" shall mean any person who, or any employee of any 
firm which, is engaged by the Company or any Affiliate to render consulting 
services.

      (h)     "Corporation" shall mean CALIFORNIA MICRO DEVICES CORPORATION, a 
California corporation.

      (i)     "Effective Date" shall mean February 10, 1995.

      (j)     "Employee" shall mean any individual who is employed, within the 
meaning of Section 3401 of the Code and the regulations thereunder, by the 
Corporation or by any Affiliate.  For purposes of the Plan and only for purposes
of the Plan, and in regard to Nonstatutory Stock Options but not for Incentive 
Stock Options, a Consultant of the Corporation or any Affiliate shall be deemed 
to be an Employee, and service as a Consultant with the Corporation or any 
Affiliate shall be deemed to be employment, but no Incentive Stock Option shall 
be granted to a Consultant who is not an employee of the Corporation or any 
Affiliate within the meaning of Section 3401 of the Code and the regulations 
thereunder.  In the case of a Consultant, the provisions governing when a 
termination of employment has occurred for purposes of the Plan shall be set 
forth in the written stock option agreement between the Optionee and the 
corporation, or, if not so set forth, the Committee shall have the discretion 
to determine when a termination of "employment" has occurred for purposes of 
the Plan.
      (k)     "Exchange Act" shall mean the Securities Exchange Act of 1934, as 
amended.
      (l)     "Exercise Price" shall mean the price per Share at which an 
Option may be exercised, as 

                                       11
determined by the Committee and as specified in the Optionee's stock option 
agreement.

      (m)     "Fair Market Value" shall mean the value of one Share of Common 
Stock, determined as follows: (i) if the Shares are traded on an exchange or on 
the NASDAQ National Market System, the reported "closing price" on the date of 
valuation or if no trading occurred on such date, the next preceding day on 
which trading occurred; (ii) if the Shares are traded over-the-counter on the 
NASDAQ System (other than on the NASDAQ National Market System), the mean 
between the bid and the ask prices on said System at the close of business on 
the date of valuation or if no trading occurred on such date, the next 
preceding day on which trading occurred; and (iii) if neither (i) nor (ii) 
applies, the fair market value as determined by the Committee in good faith.  
Such determination shall be conclusive and binding on all persons. 

      (n)     "Incentive Stock Option" shall mean an Option of the type 
described in Section 422(b) of the Code.

      (o)     "Nonstatutory Stock Option" shall mean an Option of the type not 
described in Section 422(b) or 423(b) of the Code.

      (p)     "Option" shall mean an option to purchase Common Stock granted 
pursuant to the Plan.

      (q)     "Optionee" shall mean any person who holds an Option pursuant to 
the Plan.

      (r)     "Outside Director" shall mean a non-employee member of the Board 
who (1) is not a current employee of any member of the Affiliated Group; (2) 
does not receive compensation for prior services (other than benefits under a 
tax-qualified retirement plan) from any member of the Affiliated Group during a 
taxable year in which he or she serves on the Committee; (3) has never been an 
officer of any member of the Affiliated Group; and (4) does not receive 
remuneration from any member of the Affiliated Group, either directly or 
indirectly, in any capacity other than as a director.

      (s)     "Plan" shall mean this stock option plan as it may be amended 
from time to time.

      (t)     "Purchase Price" shall mean at any particular time the Exercise 
Price times the number of Shares for which an Option is being exercised.

      (u)     "Share" shall mean one share of authorized Common Stock.

3.      ADMINISTRATION.
        --------------
(a)     The Committee.
        --------------
      The Plan shall be administered by a Committee of Outside Directors which 
shall consist of not less than two members, who during the one year prior to 
service as an administrator of the Plan, shall not have been granted or awarded 
equity securities pursuant to the Plan or any other plan of the Corporation or 
any of its Affiliates except as permitted under Rule 16b-3 under the Exchange 
Act.  The Board may from time to time designate individuals as ineligible to 
participate in the Plan for a specified period in order to become eligible to be
a member of the Committee.

(b)     Powers of the Committee.
        ------------------------
      Subject to the provisions of the Plan, the Committee shall have the 
authority, in its discretion and on behalf of the Corporation:

            (i)     to grant Options;
            (ii)    to determine the Exercise Price per Share of Options to be 
                    granted;
            (iii)   to determine the Employees to whom, and the time or times 
                    at which, Options shall be granted and the number of Shares 
                    for which an Option will be exercisable;
           (iv)     to interpret the Plan;

                                            12
(v)     to prescribe, amend, and rescind rules and regulations 
                    relating to the Plan; to determine the terms and provisions 
                    of each Option granted and, with the consent of the holder 
                    thereof, modify or amend each Option;
           (vi)     to accelerate or defer, with the consent of the Optionee, 
                    the exercise date of any Option; (vii) to authorize any 
                    person to execute on behalf of the Corporation any 
                    instrument required to effectuate the grant of an Option
                    previously granted by the Committee;
         (viii)     with the consent of the Optionee, to reprice, cancel and 
                    regrant, or otherwise adjust the Exercise Price of an 
                    Option previously granted by the Committee; and
           (ix)     to make all other determinations deemed necessary or 
                    advisable for the administration of the Plan.

      (c)     Board's Determination of Fair Market Value.
              -------------------------------------------
             The Board shall have the authority to determine, upon review of 
relevant information, the Fair Market Value of the Common Stock, subject to the 
provisions of the Plan and irrespective of whether the Board has appointed a 
Committee to administer the Plan.  The Board may delegate this authority to the 
Committee.

      (d)     Committee's Interpretation of the Plan.
              ---------------------------------------
            The interpretation and construction by the Committee of any 
provision of the Plan or of any Option granted hereunder shall be final and 
binding on all parties claiming an interest in an Option granted under the 
Plan.  
No member of the Committee shall be liable for any action or determination made 
in good faith with respect to the Plan or any Option.

4.     PARTICIPATION.
       -------------
      (a)     Eligibility.
              ------------
            The Optionees shall be such persons as the Committee may select 
from among the Employees, provided that Consultants are not eligible to receive 
Incentive Stock Options.  Notwithstanding anything to the contrary set forth 
herein, members of the Board are not eligible for grants of Options.

      (b)     Ten Percent Shareholders.
              ------------------------
              Any Employee who owns Stock possessing more than 10% of the total 
combined voting power of all classes of outstanding stock of the Corporation or 
any Affiliate shall not be eligible to receive an Option unless:

              (i)     the Exercise Price of the Shares subject to such Option 
                      when granted is at least 110% of the Fair Market Value of 
                      such Shares, and
             (ii)     such Option by its terms is not exercisable after the 
                      expiration of five years from the date of grant.

      (c)     Stock Ownership.
              ----------------
              For purposes of Paragraph 4(b), in determining stock ownership, 
an Employee shall be considered as owning the stock owned, directly or 
indirectly, by or for his or her brothers and sisters, spouse, ancestors, and 
lineal descendants.  Stock owned, directly or indirectly, by or for a 
corporation, partnership, estate, or trust shall be considered as being owned 
proportionately by or for its shareholders, partners, or beneficiaries, 
respectively.  Stock with respect to which such Employee or any other person 
holds an option shall be disregarded.

      (d)     Outstanding Stock.
              ------------------
              For purposes of Section 4(b), the term "outstanding stock" shall 
include all stock actually issued and outstanding immediately after the grant 
of the Option to the Optionee but shall not include any share for which an 
Option is exercisable by any person.

                                            13
5.     STOCK.
       ------
      (a)     Shares Subject to This Plan.
              ----------------------------
              The aggregate number of Shares which may be issued upon exercise 
of Options under the Plan shall not exceed Two million Six Hundred Forty Five 
Thousand (2,645,000), subject to adjustment pursuant to Section 9 hereof.

      (b)     Options Not to Exceed Shares Available.
              ---------------------------------------
              The number of Shares for which an Option is exercisable at any 
time shall not exceed the number of Shares remaining available for issuance 
under the Plan.  If any Option expires or is terminated, the number of Shares 
for which such Option was exercisable may be made exercisable pursuant to other 
Options under the Plan.  The limitations established by this Section 5(b) shall 
be subject to adjustment in the manner provided in Section 9 hereof upon the 
occurrence of an event specified therein.
            
      (c)      Limitation on Grants.
            No person shall be granted in any one fiscal year options for more 
than 500,000 Shares.

6.     TERMS AND CONDITIONS OF OPTIONS.
       --------------------------------
      (a)      Stock Option Agreements.
            Options shall be evidenced by written stock option agreements 
between the Optionee and the Corporation in such form as the Committee shall 
from time to time determine.  No Option or purported Option shall be a valid 
and binding obligation of the Corporation unless so evidenced in writing.

      (b)     Number of Shares.
              -----------------
             Each stock option agreement shall state the number of Shares for 
which the Option is exercisable and shall provide for the adjustment thereof in 
accordance with Section 9 hereof.

      (c)     Vesting.
              --------
            An Optionee may not exercise his or her Option for any Shares until 
the Option, in regard to such Shares, has vested.  Each stock option agreement 
shall include a vesting schedule which shall show when the Option becomes 
exercisable.  The vesting schedule shall not impose upon the Corporation or any 
Affiliate any obligation to retain the Optionee in its employ or under contract 
for any period or otherwise change the employment-at-will status of an Optionee 
who is an employee of the Corporation or any Affiliate.

      (d)     Lapse of Options.
              -----------------
              Each stock option agreement shall state the time or times when 
the Option covered thereby lapses and becomes unexercisable in part or in full. 
An Option shall lapse on the earliest of the following events (unless otherwise 
determined by the Committee and reflected in an option agreement):

            (i)       The tenth anniversary of the date of granting the Option;
            (ii)      The first anniversary of the Optionee's death;
            (iii)     The first anniversary of the date the Optionee ceases to 
                      be an Employee due to total and permanent disability, 
                      within the meaning of Section 22(e)(3) of the Code;
            (iv)      On the date provided in Section 6(h)(i), unless with 
                      respect to a Nonstatutory Stock Option, the Committee 
                      otherwise extends such period before the applicable 
                      expiration date;
            (v)       On the date provided in Section 9 for a transaction 
                      described in such Section;
            (vi)      The date the Optionee files or has filed against him or 
                      her a petition in bankruptcy; or
            (vii)     The expiration date specified in an Optionee's stock 
                      option agreement.

                                        14
(e)     Exercise Price.
              ---------------
              Each stock option agreement shall state the Exercise Price for 
the Shares for which the Option is exercisable.  Subject to Section 4(b), the 
Exercise Price of an Incentive Stock Option and a Nonstatutory Stock Option 
shall, when granted, be not less than 100% and 85% of the Fair 
Market Value of the Shares for which the Option is exercisable, respectively, 
and not less than the par value of the Shares.

      (f)     Medium and Time of Payment.
              ---------------------------
              The Purchase Price shall be payable in full in cash upon the 
exercise of an Option but the Committee may allow the Optionee to pay the 
Purchase Price:

              (i)     by surrendering Shares in good form for transfer, owned 
                      by the Optionee and having a Fair Market Value on the date
                      of exercise equal to the Purchase Price;
             (ii)     by delivery of a full recourse promissory note ("Note") 
                      made by the Optionee in the amount of the Purchase Price, 
                      bearing interest, compounded semiannually, at a rate 
                      not less than the rate determined under Section 7872 
                      of the Code to insure that no "foregone interest", as 
                      defined in such section, will accrue, together with the 
                      delivery of a duly executed standard form security 
                      agreement securing the Note by a pledge of the Shares 
                      purchased; or
            (iii)     in any combination of such consideration or such other 
                      consideration and method of payment for the issuance of 
                      Shares to the extent permitted under applicable law 
                      Code as long as the sum of the cash so paid, the Fair 
                      Market Value of the Shares so surrendered, and the 
                      amount of any Note equals the Purchase Price.

            The Committee or a stock option agreement may prescribe 
requirements with respect to the exercise of Options, including the submission 
by the Optionee of such forms and documents as the Committee may require and, 
the delivery by the Optionee of cash sufficient to satisfy applicable 
withholding requirements.  The Committee may vary the exercise requirements and 
procedures from time to time to facilitate, for example, the broker-assisted 
exercise of Options.

      (g)     Nontransferability of Options.
              ------------------------------
              During the lifetime of the Optionee, the Option shall be 
exercisable only by the Optionee or the Optionee's conservator or legal 
representative and shall not be assignable or transferable except pursuant to a 
qualified domestic relations order as defined by the Code.  In the event of the 
Optionee's death, the Option shall not be transferable by the Optionee other 
than by will or the laws of descent and distribution.

      (h)     Termination of Employment Other than by Death or Disability.
              ------------------------------------------------------------
              (i)     If an Optionee ceases to be an Employee for any reason 
                      other than his or her death or disability, the Optionee 
                      shall have the right, subject to the provisions of this 
                      Section 6, to exercise any Option held by the Optionee 
                      at any time within ninety (90) days after his or her 
                      termination of employment, but not beyond the otherwise 
                      applicable term of the Option and only to the extent 
                      that on such date of termination of employment the 
                      Optionee's right to exercise such Option had vested.
             (ii)     For purposes of this Section 6(h), the employment 
                      relationship shall be treated as continuing intact 
                      while the Optionee is an active employee of the 
                      Corporation or any Affiliate, or is on military 
                      leave, sick leave, or other bona fide leave of 
                      absence to be determined in the sole discretion of 
                      the Committee.  The preceding sentence notwithstanding,
                      in the case of an Incentive Stock Option, employment 
                      shall be deemed to terminate on the date the Optionee 
                      ceases active employment with the Corporation or any 
                      Affiliate, unless the Optionee's reemployment rights are 
                      guaranteed by statute or contract.

      (i)     Death of Optionee.
              ------------------
              If an Optionee dies while an Employee, or after ceasing to be an 
Employee but during the period 

                                       15
while he or she could have exercised an Option under Section 6(h), any Option 
granted to the Optionee may be exercised, to the extent it had vested at the 
time of death and subject to the Plan, at any time within 12 months after the 
Optionee's death, by the executors or administrators of his or her estate or by 
any person or persons who acquire the Option by will or the laws of descent and 
distribution, but not beyond the otherwise applicable term of the Option.

      (j)     Disability of Optionee.
              -----------------------
              If an Optionee ceases to be an Employee due to becoming totally 
and permanently disabled within the meaning of Section 22(e)(3) of the Code, any
Option granted to the Optionee may be exercised to the extent it had vested 
at the time of cessation and, subject to the Plan, at any time within 12 
months after the Optionee's termination of employment, but not beyond the 
otherwise applicable term of the Option.

      (k)     Rights as a Shareholder.
              ------------------------
              An Optionee, or a transferee of an Optionee, shall have no rights 
as a shareholder of the Corporation with respect to any Shares for which his or 
her Option is exercisable until the date of the issuance of a stock certificate 
for such Shares.  No adjustment shall be made for dividends, ordinary or 
extraordinary or whether in currency, securities, or other property, 
distributions, or other rights for which the record date is prior to the date 
such stock certificate is issued, except as provided in Section 9 hereof.

      (l)     Modification, Extension, and Renewal of Options.
              ------------------------------------------------
              Within the limitations of the Plan, the Committee may modify, 
extend or renew outstanding Options or accept the cancellation of outstanding 
Options for the granting of new Options in substitution therefor.  
Notwithstanding the preceding sentence, no modification of an Option shall, 
without the consent of the Optionee, alter or impair any rights or obligations 
under any Option previously granted.

      (m)     Other Provisions.
              -----------------
              The stock option agreements authorized under the Plan may contain 
such other provisions which are not inconsistent with the terms of the Plan, 
including, without limitation, restrictions upon the exercise of the Option, as 
the Committee shall deem advisable.

7.     $100,000 PER YEAR LIMITATION ON VESTING OF ISOs.
       ------------------------------------------------
       To the extent that the Fair Market Value of Shares (determined for each 
Share as of the date of grant of the Option covering such Share) subject to 
Options granted under this Plan (or any other plan of the Corporation or any 
Affiliate) which are designated as Incentive Stock Options and which become 
exercisable by an Optionee for the first time during a single calendar year 
exceeds $100,000, the Option(s) (or portion thereof) covering such Shares shall 
be recharacterized (to the extent of such excess over $100,000) as a 
Nonstatutory Stock Option.  In determining which Option(s) shall be treated as 
Nonstatutory Stock Options under the preceding sentence, the Options shall be 
taken into account in the order granted, with the result that a later granted 
Option shall be recharacterized as a Nonstatutory Stock Option prior to such 
recharacterization of a previously granted Option.

8.     TERM OF PLAN.
       ------------
       Options may be granted pursuant to the Plan until ten years following 
the Effective Date, and all Options which are outstanding on such date shall 
remain in effect until they are exercised or expire by their terms.  The Plan 
shall expire for all purposes on the date 20 years following the Effective 
Date.

9.     RECAPITALIZATION, TAKEOVERS, AND LIQUIDATIONS.
       ----------------------------------------------
      (a)     Reorganizations.
              ----------------
              The number of Shares covered by the Plan, as provided in Section 
5 hereof, and the number of Shares for which each Option is exercisable shall 
be proportionately adjusted for any increase or decrease in the number of 
issued Shares resulting from the payment of a Common Stock dividend, a stock
split, a reverse stock split or any other event which results in an increase
or decrease in the number of issued Shares effected without receipt of 
consideration by the Corporation, and the Exercise Price shall be 
proportionately increased in the event the number of Shares subject 
to such Option are decreased and shall be proportionately decreased in the 

                                       16
event the number of Shares subject to such 
Option are increased.  For the purposes of this paragraph, conversion of any 
convertible securities of the Corporation shall not be deemed to have been 
"effected without receipt of consideration."  Adjustments shall be made by the 
Board, whose determination in that respect shall be final, binding and 
conclusive.  Except as expressly provided herein, no issuance by the 
Corporation of shares of stock of any class, or securities convertible into 
shares of stock of any class, shall affect, and no adjustment by reason thereof 
shall be made with respect to, the number or price of shares of Common Stock 
subject to an Option.
      (b)     Liquidation.
              ------------
              In the event of the dissolution or liquidation of the Corporation,
each Option shall terminate immediately prior to the consummation of such 
action.  The Committee shall notify the Optionee not less than fifteen (15) 
days prior to the proposed consummation of a pending dissolution or 
liquidation, and the Option shall be exercisable as to all Shares which 
are vested prior to expiration until immediately prior to the consummation 
of such action.
      (c)     Merger.
              -------
              In the event of a merger or acquisition involving an acquisition 
of the Corporation or an acquisition by the Corporation of another company, the 
result of which is that the outstanding voting securities of the Corporation do 
not represent, or are not converted into, a majority of the outstanding voting 
securities of the surviving corporation, except as otherwise provided in any 
particular Option agreement, the vesting of all unvested Options shall be 
accelerated and all options shall be immediately exercisable.  Without limiting 
the generality of the foregoing, in the event of (i) a proposed merger of the 
Corporation with or into another corporation, as a result of which the 
Corporation is not the surviving corporation and (ii) the Option is not assumed 
or an equivalent option substituted by the successor corporation or a parent or 
subsidiary of the successor corporation, then in such case each Option shall 
terminate immediately prior to the consummation of such transaction.  The 
Committee shall notify the Optionee not less than fifteen (15) days prior to 
the proposed consummation of such transaction, and the Option shall be 
exercisable as to all Shares which are subject to the Option until immediately 
prior to the consummation of such transaction.
      (d)     Determination by Committee.
              ---------------------------
              All adjustments described in this Section 9 shall be made by the 
Committee, whose determination shall be conclusive and binding on all persons.
      (e)     Limitation on Rights of Optionee.
              ---------------------------------
              Except as expressly provided in this Section 9, no Optionee shall 
have any rights by reason of any payment of any stock dividend, stock split or 
reverse stock split or any other increase or decrease in the number of shares 
of stock of any class, or by reason of any reorganization, consolidation, 
dissolution, liquidation, merger, exchange, split-up or reverse split-up, or 
spin-off of assets or stock of another corporation.  Any issuance by the 
Corporation of Shares, Options or securities convertible into Shares or Options 
shall not affect, and no adjustment by reason thereof shall be made with 
respect to, the number or Exercise Price of the Shares for which an Option is 
exercisable.  Notwithstanding the foregoing, if the Corporation shall enter 
into a transaction affecting the Corporation's capital stock or distributions to
the holders of its capital stock for which a revision in the terms of each 
Option is not required pursuant to this Section 9, the Committee shall have the 
right, but not the obligation, to revise the terms of each Option in a manner 
the Committee, in its sole discretion, deems fair and reasonable given the 
transaction involved.  If necessary or appropriate in connection with such 
transaction, the Committee may declare that any Option shall terminate as of a 
date fixed by the Committee and give each Optionee the right to exercise his 
Option in whole or in part, including exercise as to Shares to which the Option 
would not otherwise be exercisable.
      (f)     No Restriction on Rights of Corporation.
              ----------------------------------------
              The grant of an Option shall not affect or restrict in any way 
the right or power of the Corporation to make adjustments, reclassifications, 
reorganizations, or changes of its capital or business structure, or to merge 
or consolidate, or to dissolve, liquidate, sell, or transfer all or any part 
of its business or assets.

                                        17
10     SECURITIES LAW REQUIREMENTS.
       ----------------------------
       The Corporation shall not be under any obligation to issue any Shares 
upon the exercise of any Option unless and until the Corporation has determined 
that:  (i) it and the Optionee have taken all actions required to register the 
Shares under the Securities Act of 1933, or to perfect an exemption from the 
registration requirements thereof; (ii) any applicable listing requirement of 
any stock exchange on which the Common Stock is listed has been satisfied; and 
(iii) all other applicable provisions of state and Federal law have been 
satisfied.

11.     EXERCISE OF UNVESTED OPTIONS.
        -----------------------------
        The Committee may grant any Optionee the right to exercise any Option 
prior to the complete vesting of such Option.  Without limiting the generality 
of the foregoing, the Committee may provide that if an Option is exercised 
prior to having completely vested, the Shares issued upon such exercise shall 
remain subject to vesting at the same rate as under the Option so exercised and 
shall be subject to a right, but not an obligation, of repurchase by the 
Corporation with respect to all unvested Shares if the Optionee ceases to be an 
Employee for any reason.  For the purposes of facilitating the enforcement of 
any such right of repurchase, at the request of the Committee, the Optionee 
shall enter into the Joint Escrow Instructions with the Corporation and deliver 
every certificate for his or her unvested Shares with a stock power executed in 
blank by the Optionee and by the Optionee's spouse, if required for transfer.

12.     AMENDMENT OF THE PLAN.
        ----------------------
        The Board or the Committee may, from time to time, terminate, suspend 
or discontinue the Plan, in whole or in part, or revise or amend it in any 
respect whatsoever including, but not limited to, the adoption of any 
amendment(s) deemed necessary or advisable to qualify the Options under 
rules and regulations promulgated by the Securities and Exchange Commission
with respect to Employees who are subject to the provisions of Section 16 of
the Securities Exchange Act of 1934, as amended, or to correct any defect or
supply any omission or reconcile any inconsistency in the Plan or in any 
Option granted thereunder, without approval of the shareholders of the 
Corporation, but without the approval of the Corporation's shareholders, 
no such revision or amendment shall:

     (a)     Increase the number of Shares subject to the Plan, other than any 
increase pursuant to Section 9;
(b) Materially modify the requirements as to eligibility for 
participation in the Plan;
     (c)     Materially increase the benefits accruing to Optionees under the 
Plan;
     (d)     Extend the term of the Plan; or
     (e)     Amend this Section to defeat its purpose.

     No amendment, termination or modification of the Plan shall affect any 
Option theretofore granted in any material adverse way without the consent of 
the Optionee.

13.     APPLICATION OF FUNDS.
        ---------------------
        The proceeds received by the Corporation from the sale of Common Stock 
pursuant to the exercise of an Option shall be used for general corporate 
purposes.

14.      APPROVAL OF SHAREHOLDERS.
         -------------------------
      The Plan shall be subject to approval by the affirmative vote of the 
holders of a majority of all classes of the outstanding shares present and 
entitled to vote at the first meeting of shareholders of the Corporation 
following the adoption of the Plan or by written consent, and in no event later 
than one (1) year following the Effective Date.  Prior to such approval, 
Options may be granted but shall not be exercisable.  Any amendment described 
in Section 12 (i) to (iv) shall also be subject to approval by the 
Corporation's Shareholders.

                                            18
15     WITHHOLDING OF TAXES.
       ---------------------
       In the event the Corporation or a Affiliate determines that it is 
required to withhold Federal, state, or local taxes in connection with the 
exercise of an Option or the disposition of Shares issued pursuant to the 
exercise of an Option, the Optionee or any person succeeding to the rights of 
the Optionee, as a condition to such exercise or disposition, may be required 
to make arrangements satisfactory to the Corporation or the Affiliate to 
enable it to satisfy such withholding requirements.

16.     RIGHTS AS AN EMPLOYEE.
        ----------------------
       Neither the Plan nor any Option granted pursuant thereto shall be 
construed to give any person the right to remain in the employ of the 
Corporation or any Affiliate, or to affect the right of the Corporation or any 
Affiliate to terminate such individual's employment at any time with or without 
cause.  The grant of an Option shall not entitle the Optionee to, or disqualify 
the Optionee from, participation in the grant of any other Option under the 
Plan or participation in any other benefit plan maintained by the 
Corporation or any Affiliate.

17.     DISAVOWAL OF REPRESENTATIONS, UNDERTAKINGS OR CREATION OF IMPLIED 
        -----------------------------------------------------------------
        RIGHTS.
        -------
        In adopting and maintaining this Plan and granting options hereunder, 
neither the Corporation nor any Affiliate makes any representations or 
undertakings with respect to the initial qualification or treatment of Options 
under federal or state tax or securities laws.  The Corporation and each 
Affiliate expressly disavows the creation of any rights in Employees, 
Optionees, or beneficiaries of any obligations on the part of the 
Corporation, any Affiliate or the Committee, except as expressly 
provided herein.
      
18.     INSPECTION OF RECORDS.
        ----------------------
        Copies of the Plan, records reflecting each Optionee's Option, and any 
other documents and records which an Optionee is entitled by law to inspect 
shall be open to inspection by the Optionee and his or her duly authorized 
representative at the office of the Committee at any reasonable business hour.

19      INFORMATION TO OPTIONEES.
        -------------------------
        Each Optionee shall be provided with such information regarding the 
Corporation as the Committee from time to time deems necessary or appropriate; 
provided however, that each Optionee shall at all times be provided with such 
information as is required to be provided from time to time pursuant to 
applicable regulatory requirements, including, but not limited to, any 
applicable requirements of the Securities and Exchange Commission, the 
California Department of Corporations and other state securities agencies.

                                            19
EXHIBIT 4.2
                         1995 Non-Employee Directors' Stock Option Plan - 
                  Amended As Of July 26, 1996, July 18, 1997 And August 7, 1998

                            CALIFORNIA MICRO DEVICES CORPORATION
                       1995 NON-EMPLOYEE DIRECTORS' STOCK OPTION PLAN
                       ----------------------------------------------
                AMENDED AS OF JULY 26, 1996, JULY 18, 1997 AND AUGUST 7, 1998
                -------------------------------------------------------------

1.     PURPOSE.
       --------
       The purpose of the CALIFORNIA MICRO DEVICES CORPORATION Non-Employee 
Directors' Stock Option Plan (the "Plan") is to secure for the Corporation and 
its shareholders the benefits of the incentive inherent in increased common 
stock ownership by the members of the Board of Directors (the "Board") of the 
Corporation who are not employees of the Corporation or any of its 
subsidiaries.

2.     DEFINITIONS.
       ------------
      (a)     "Board" shall mean the board of directors of the Corporation.
               -----
      (b)     "Code" shall mean the Internal Revenue Code of 1986, as amended.
               ----
      (c)     "Committee" shall mean the committee appointed by the Board to 
               ---------
administer the Plan, or if no such committee is appointed, by the Board.
      (d)     "Common Stock" shall mean the voting common stock, of the 
Corporation.
               ------------
      (e)     "Corporation" shall mean CALIFORNIA MICRO DEVICES CORPORATION, a 
               -----------
California corporation.

      (f)     "Director" shall mean a member of the Board.
               --------
      (g)     "Effective Date" shall mean February 10, 1995.
               -------------- 
      (h)     "Exercise Price" shall mean the price per Share at which an 
Option may
               --------------
be exercised, as determined by the Committee and as specified in the Optionee's 
stock option agreement.
      (i)     "Fair Market Value" shall mean for any day the average of the 
               -----------------
closing bid and asked prices of the Stock in the over-the-counter market, as 
reported through the National Association of Securities Dealers ("NASD") 
Automated Quotation System or, if the Stock is listed or admitted to trading on 
the Nasdaq National Market System or any national securities exchange or if the 
last reported sale price of such Stock is generally available, the last 
reported sale price on such system or exchange.  The Fair Market Value for
any day for which there is no such bid and asked or last reported sales 
price shall be the Fair Market Value of the next preceding day for which 
there is such a price.
      (j)     "Non-Employee Director" shall mean a Director who is not an 
               ---------------------
employee of the Corporation or any of its subsidiaries.
      (k)     "Option" shall mean an option to purchase Common Stock granted 
               ------
pursuant to the Plan.
      (l)     "Optionee" shall mean any person who holds an Option pursuant to 
              ---------
the Plan.
      (m)     "Plan" shall mean the CALIFORNIA MICRO DEVICES CORPORATION 1995 
               ----
Non-Employee Directors' Stock Option Plan, as it may be amended from time to 
time.

                                            20
(n)     "Purchase Price" shall mean at any particular time the Exercise 
              ---------------
Price times the number of Shares for which an Option is being exercised.
      (o)     "Share" shall mean one share of authorized Common Stock.
               -----

3.     ADMINISTRATION.
       ---------------
      (a)     The Committee.
              --------------
              The Plan shall be administered by a Committee which shall consist 
of not less than three members of the Board.  
      (b)     Powers of the Committee.
              ------------------------
              Subject to the provisions of the Plan, the Committee shall have 
the authority, in its discretion and on behalf of the Corporation shall, 
subject to the provisions of the Plan, grant Options and shall have the 
power to construe the Plan, to determine all questions arising thereunder 
and to adopt and amend such rules and regulations for the administration of 
the Plan as it may deem desirable.  Any decision of the Committee in the 
administration of the Plan, as described herein, shall be final and 
conclusive.  No member of the Committee shall be liable for anything 
done or omitted to be done by such member or by any other member of the 
Committee in connection with the Plan, except for 
such member's own willful misconduct or as expressly provided by statute.

4.     PARTICIPATION.
       --------------
       Each Non-Employee Director shall be eligible to receive Options in 
accordance with the Plan.  The adoption of this Plan shall not be deemed to 
give any director any right to be granted an option to purchase Common Stock of 
the Corporation, except to the extent and upon such terms and conditions are 
provided herein.

5.     STOCK.
       ------
      (a)     Shares Subject to This Plan.
              ----------------------------
              The aggregate number of Shares which may be issued upon exercise 
of Options under the Plan shall not exceed Two Hundred and Eighty Thousand 
(280,000) subject to adjustment pursuant to Section 8 hereof.
      (b)     Options Not to Exceed Shares Available.
              ---------------------------------------
              The number of Shares for which an Option is exercisable at any 
time shall not exceed the number of Shares remaining available for issuance 
under the Plan.  If any Option expires or is terminated, the number of Shares 
for which such Option was exercisable may be made exercisable pursuant to other 
Options under the Plan.  The limitations established by this Section 5 shall be 
subject to adjustment in the manner provided in Section 8 hereof upon the 
occurrence of an event specified therein.

6.     TERMS AND CONDITIONS OF OPTIONS.
       --------------------------------
      (a)     Stock Option Agreements.
              ------------------------
              Options shall be evidenced by written stock option agreements 
between the Optionee and the Corporation in such form as the Committee shall 
from time to time determine.  No Option or purported Option shall be a valid 
and binding obligation of the Corporation unless so evidenced in writing.
      (b)     Number of Shares.
              -----------------
              Each stock option agreement shall state the number of Shares for 
which the Option is exercisable in accordance with the following and shall 
provide for the adjustment thereof in accordance with Section 8 hereof.
             (i)     Upon adoption of this Plan by the Board, and subject to 
                     the approval of the Plan by the Shareholders of the 
                     Corporation in accordance with Section 14 hereof, each Non-
                     Employee Director then in office shall, without further 
                     action required, be granted an Option for the purchase of 
                     Ten Thousand (10,000) Shares.  Each other 

                                        21
person appointed or elected to serve as a Non-Employee
                     director during the term of this Plan shall be granted an 
                     option for Fifteen Thousand (15,000) Shares upon his or 
                     her appointment or election.
            (ii)     Subject to the approval of the Plan by the Shareholders of 
                     the Corporation in accordance with Section 14 hereof, each 
                     year, as of the date of the Annual Meeting of Shareholders 
                     of the Corporation, each Non-Employee Director who has 
                     been elected or re-elected or who is continuing as a 
                     member of the Board as of the adjournment of the Annual 
                     Meeting (other than any Non-Employee Director eligible 
                     for a grant pursuant to paragraph (b)(i)) shall 
                     automatically receive an Option for Ten Thousand
                     (10,000) shares of Common Stock.
      (c)     Vesting.
              --------
              An Optionee may not exercise his or her Option for any Shares 
until the Non-Employee Director has served one year as a member of the Board 
since the date the option was granted.  An Optionee may exercise the Option as 
to one fourth of the Shares at the end of the 4th full calendar quarter 
following the date the Option was granted and as to an additional 1/16th of the 
Shares at the end of each of the full calendar quarter commencing with the 5th 
full calendar quarter following the date the Option was granted.  The right to 
exercise the Option shall be cumulative.  An Optionee may buy all, or from time 
to time any part, of the maximum number of shares which are exercisable under 
the an Option, but in no case may Optionee exercise the Option with regard to a 
fraction of a share, or for any share for which the Stock Option is not 
exercisable.
      (d)     Lapse of Options.
              -----------------
             Each stock option agreement shall state the time or times when the 
Option covered thereby lapses and becomes unexercisable in part or in full.  An 
Option shall lapse on the earliest of the following events (unless otherwise 
determined by the Committee and reflected in an option agreement):
            (i)      The tenth anniversary of the date of granting the Option;
            (ii)     The first anniversary of the Optionee's death;
            (iii)    The first anniversary of the date the Optionee ceases to 
                     be a Director due to total and permanent disability, 
                     within the meaning of Section 22(e)(3) of the Code;
            (iv)     Ninety (90) days after the Optionee ceases to be a 
                     Director for any reason other than his or her death or 
                     total and permanent disability;
             (v)     The date the Optionee files or has filed against him or 
                     her a petition in bankruptcy; or
            (vi)     The expiration date specified in an Optionee's stock 
                     option agreement.
      (e)     Exercise Price.
              ---------------
            Each stock option agreement shall state the Exercise Price for the 
Shares for which the Option is exercisable.  The Exercise Price of all Options 
shall be the Fair Market Value of the Shares for which the Option is 
exercisable, and not less than the par value of the Shares.

      (f)     Medium and Time of Payment.
              ---------------------------
              The Purchase Price shall be payable in full in cash upon the 
exercise of an Option but the Committee may allow the Optionee to pay the 
Purchase Price:

            (i)     by surrendering Shares in good form for transfer, owned by 
                    the Optionee and having a Fair Market Value on the date of 
                    exercise equal to the Purchase Price;
           (ii)     by delivery of a full recourse promissory note ("Note") 
                    made by the Optionee in the amount of the Purchase Price, 
                    bearing interest, compounded semiannually, at a rate not 
                    less than the rate determined under Section 7872 of the 
                    Code to insure that no "unstated interest", as defined in 
                    such section will accrue, together with the delivery 
                    of a duly executed standard form security agreement 
                    securing the Note by a pledge of the Shares purchased; or
          (iii)     in any combination of such consideration or such other 
                    consideration and method of payment for the issuance of 
                    Shares to the extent permitted under 

                                            22
applicable law as long as the sum of the cash so paid, the 
                    Fair Market Value of the Shares so surrendered, and the 
                    amount of any Note equals the Purchase Price.

           The Committee or a stock option agreement may prescribe requirements 
with respect to the exercise of Options, including the submission by the 
Optionee of such forms and documents as the Committee may require and the 
delivery by the Optionee of cash sufficient to satisfy applicable withholding 
requirements.  The Committee may vary the exercise requirements and procedures 
from time to time to facilitate, for example, the broker-assisted exercise of 
Options.

      (g)     Nontransferability of Options.
              ------------------------------
              During the lifetime of the Optionee, the Option shall be 
exercisable only by the Optionee or the Optionee's conservator or legal 
representative and shall not be assignable or transferable except pursuant to a 
qualified domestic relations order as defined by the Code.  In the event of the 
Optionee's death, the Option shall not be transferable by the Optionee other 
than by will or the laws of descent and distribution.
      (h)     Termination of Directorship Other than by Death or Disability.
              --------------------------------------------------------------
              If an Optionee ceases to be a Director for any reason other than 
his or her death or disability, the Optionee shall have the right, subject to 
the provisions of this Section 6, to exercise any Option held by the Optionee  
at any time within ninety (90) days after his or her termination as a Director, 
but not beyond the otherwise applicable term of the Option and only to the 
extent that on such date of termination as a Director the Optionee's right 
to exercise such Option had vested.
      (i)     Death of Optionee.
              ------------------
              If an Optionee dies while a Director, or after ceasing to be a 
Director but during the period while he or she could have exercised an Option 
under Section 6(h) hereof, any Option granted to the Optionee may be exercised, 
to the extent it had vested at the time of death and subject to the Plan, at 
any time within twelve (12) months after the Optionee's death, by the 
executors or administrators of his or her estate or by any person or 
persons who acquire the Option by will or the laws of descent and 
distribution, but not beyond the otherwise applicable term of the Option.

      (j)     Disability of Optionee.
              -----------------------
             If an Optionee ceases to be a Director due to becoming totally and 
permanently disabled within the meaning of Section 22(e)(3) of the Code, any 
Option granted to the Optionee may be exercised to the extent it had vested at 
the time of cessation and, subject to the Plan, at any time within twelve (12) 
months after the termination of Optionee's position as a Director, but not 
beyond the otherwise applicable term of the Option.

      (k)     Rights as a Shareholder.
              ------------------------
              An Optionee, or a transferee of an Optionee, shall have no rights 
as a shareholder of the Corporation with respect to any Shares for which his or 
her Option is exercisable until the date of the issuance of a stock 
certificate for such Shares.  No adjustment shall be made for dividends, 
ordinary or extraordinary or whether in currency, securities, or other 
property, distributions, or other rights for which the record date is 
prior to the date such stock certificate is issued, except as provided 
in Section 8 hereof.

      (l)     Other Provisions.
              -----------------
              The stock option agreements authorized under the Plan may contain 
such other provisions which are not inconsistent with the terms of the Plan, 
including, without limitation, restrictions upon the exercise of the Option, as 
the Committee shall deem advisable.

                                            23
7.      TERM OF PLAN.
        -------------
        Options may be granted pursuant to the Plan until ten (10) years 
following 
the Effective Date, and all Options which are outstanding on such date shall 
remain in effect until they are exercised or expire by their terms.  The Plan 
shall expire for all purposes on the date twenty (20) years following the 
Effective Date.

8.     REORGANIZATIONS.
       ----------------
      (a)     Reorganizations.
              ----------------
             The number of Shares covered by the Plan, as provided in Section 5 
hereof, and the number of Shares for which each Option is exercisable shall be 
proportionately adjusted for any increase or decrease in the number of issued 
Shares resulting from the payment of a Common Stock dividend, a stock split, a 
reverse stock split or any other event which results in an increase or decrease 
in the number of issued Shares effected without receipt of consideration by the 
Corporation, and the Exercise Price shall be proportionately increased in the 
event the number of Shares subject to such Option are decreased and shall be 
proportionately decreased in the event the number of Shares subject to such 
Option are increased.  Adjustments shall be made by the Board, whose 
determination in that respect shall be final, binding and conclusive.  Except 
as expressly provided herein, no issuance by the Corporation of shares of 
stock of any class, or securities convertible into shares of stock of any 
class, shall affect, and no adjustment by reason thereof shall be made with 
respect to, the number or price of shares of Common Stock subject to an 
Option.

      (b)     Liquidation.
              ------------
             In the event of the dissolution or liquidation of the Corporation, 
each Option shall terminate immediately prior to the consummation of such 
action. The Committee shall notify the Optionee not less than fifteen (15) days 
prior to the proposed consummation of a pending dissolution or liquidation, and 
the Option shall be exercisable as to all Shares which are vested prior to 
expiration until immediately prior to the consummation of such action.

      (c)     Merger.
              -------
              In the event of a merger or acquisition involving an acquisition 
of the Corporation or an acquisition by the Corporation of another company, the 
result of which is that the outstanding voting securities of the Corporation do 
not represent, or are not converted into, a majority of the outstanding voting 
securities of the surviving corporation, except as otherwise provided in any 
particular Option agreement, the vesting of all unvested Options shall be 
accelerated and all options shall be immediately exercisable.  Without limiting 
the generality of the foregoing, in the event of (i) a proposed merger of the 
Corporation with or into another corporation, as a result of which the 
Corporation is not the surviving corporation and (ii) the Option is not assumed 
or an equivalent option substituted by the successor corporation or a parent or 
subsidiary of the successor corporation, then in such case each Option shall 
terminate immediately prior to the consummation of such transaction.  The 
Committee shall notify the Optionee not less than fifteen (15) days prior to 
the proposed consummation of such transaction, and the Option shall be 
exercisable as to all Shares subject to such Option until immediately prior 
to the consummation of such transaction.

      (d)     Determination by Committee.
              ---------------------------
              All adjustments described in this Section 8 shall be made by the 
Committee, whose determination shall be conclusive and binding on all persons.

      (e)     Limitation on Rights of Optionee.
              ---------------------------------
              Except as expressly provided in this Section 8, no Optionee shall 
have any rights by reason of any payment of any stock dividend, stock split or 
reverse stock split or any other increase or decrease in the number of shares 
of stock of any class, or by reason of any reorganization, consolidation, 
dissolution, liquidation, merger, exchange, split-up or reverse split-up, or 
spin-off of assets or stock of another corporation.  Any issuance by the 
Corporation of Shares, Options or securities convertible into Shares or Options 
shall not affect, and no adjustment by reason thereof shall be made with 
respect to, the number or Exercise Price of the Shares for which an Option 
is exercisable.

                                            24
(f)     No Restriction on Rights of Corporation.
              ----------------------------------------
              The grant of an Option shall not affect in any way the right or 
power of the Corporation to make adjustments, reclassifications, 
reorganizations, or changes of its capital or business structure, or to merge 
or consolidate, or to dissolve, liquidate, sell, or transfer all or any part of 
its business or assets.

9.     SECURITIES LAW REQUIREMENTS.
       ----------------------------
      (a)     Legality of Issuance.
              ---------------------
              No Share shall be issued upon the exercise of any Option unless 
and until the Corporation has determined that:
            (i)    The Corporation and the Optionee have taken all actions 
                   required to exempt the issuance of the Shares from the 
                   registration requirements under the Securities Act of 1933, 
                   as amended (the "Act"), or the Corporation and the Optionee 
                   shall determine that the registration requirements of the 
                   Act do not apply to such exercise;
           (ii)    Any applicable listing requirement of any stock exchange on 
                   which the Common Stock is listed has been satisfied; and
          (iii)    Any other applicable provision of state or Federal law has 
                   been satisfied.
      (b)     Restrictions on Transfer; Representations of Optionee; Legends.
              ---------------------------------------------------------------
              Regardless of whether the offering and sale of Shares has been 
registered under the Act or has been registered or qualified under the 
securities laws of any state, the Corporation may impose restrictions upon the 
sale, pledge, or other transfer of such Shares, including the placement of 
appropriate legends on stock certificates, if, in the judgment of the 
Corporation and its counsel, such restrictions are necessary or desirable in 
order to achieve compliance with the provisions of the Act, the securities laws 
of any state, or any other law.  If the sale of Shares is not registered under 
the Act and the Corporation shall determine that the registration requirements 
of the Act apply to such sale, but an exemption is available which requires an 
investment representation or other representation, the Optionee shall be 
required, as a condition to purchasing Shares by exercise of his or her Option, 
to represent that such Shares are being acquired for investment, and not with a 
view to the sale or distribution thereof, except in compliance with the Act, 
and to make such other representations as are deemed necessary or appropriate 
by the Corporation and its counsel.  Stock certificates evidencing Shares 
acquired pursuant to an unregistered transaction to which the Act applies 
shall bear such restrictive legends as are required or deemed advisable 
under the Plan or the provisions of any applicable law.  Any determination 
by the Corporation and its counsel in connection with any of the matters 
set forth in this section shall be conclusive and binding on all persons.
      (c)     Registration or Qualification of Securities.
              --------------------------------------------
              The Corporation may, but shall not be obligated to, register or 
qualify the sale of Shares under the Act or any other applicable law.
      (d)     Exchange of Certificates.
              ------------------------- 
              If, in the opinion of the Corporation and its counsel, any legend 
placed on a stock certificate representing Shares sold hereunder is no longer 
required, the Optionee or the holder of such certificate shall be entitled to 
exchange such certificate for a certificate representing the same number of 
Shares but lacking such legend.

10.     AMENDMENT OF THE PLAN.
        ----------------------
      The Plan may be amended at any time and from time to time by the Board as 
the Board shall deem advisable including, but not limited to amendments 
necessary to qualify for any exemption or to comply with applicable law or 
regulations, provided, however, that except as provided in Section 8, the Board 
may not, without further approval by the shareholders of the Corporation, 
materially increase the number of shares of Common Stock as to which Options
may be granted under the Plan, materially increase the benefits accruing to 
Participants under the Plan or materially modify the requirements as to 
eligibility for Participants in the Plan.  No amendment of the Plan shall 
materially and adversely affect any right of any Optionee with respect 
to any Option theretofore granted without such Optionee's written consent.  The 
Plan may not be amended more frequently 

                                            25
than once every six months with respect to the number of shares subject to 
Options granted to members of the Board of Directors, the timing of such Option 
grants and the determination of the exercise price of such Options other than to
comport with changes in the Code, the Employee Retirement Security Act, or the 
rules thereunder.  Notwithstanding anything to the contrary contained herein, 
this Plan shall not be amended except in accordance with the provisions of Rule 
16b-3(c) under the Securities Exchange Act of 1934, as amended, or any 
successor rule thereto.

11.     APPLICATION OF FUNDS.
        ---------------------
       The proceeds received by the Corporation from the sale of Common Stock 
pursuant to the exercise of an Option shall be used for general corporate 
purposes.

12.     APPROVAL OF SHAREHOLDERS.
        -------------------------
       The Plan shall be subject to approval by the affirmative vote of the 
holders of a majority of all classes of the outstanding shares present and 
entitled to vote at the first meeting of shareholders of the Corporation 
following the adoption of the Plan, and in no event later than one (1) year 
following the Effective Date.  Prior to such approval, Options may be granted 
but shall not be exercisable.

13.     WITHHOLDING OF TAXES.
        ---------------------
        In the event the Corporation or a Subsidiary determines that it is 
required to withhold Federal, state, or local taxes in connection with the 
exercise of an Option or the disposition of Shares issued pursuant to the 
exercise of an Option, the Optionee or any person succeeding to the rights of 
the Optionee, as a condition to such exercise or disposition, may be required 
to make arrangements satisfactory to the Corporation or the Subsidiary to 
enable it to satisfy such withholding requirements.

14.     RIGHTS AS A DIRECTOR.
        ---------------------
      Neither the Plan nor any Option granted pursuant thereto shall be 
construed to give any person the right to remain as a Director of the 
Corporation or any Subsidiary.

                                            26
Exhibit 4.3

                        1995 Employee Stock Purchase Plan - Amended As Of 
                                 July 18, 1997 and August 7, 1998

                             CALIFORNIA MICRO DEVICES CORPORATION
                          1995 EMPLOYEE STOCK PURCHASE PLAN AS AMENDED
                          --------------------------------------------
                               JULY 18, 1997 AND AUGUST 7, 1998
                               --------------------------------

1.     PURPOSE.
       --------
       The purpose of this Plan is to provide an opportunity for Employees of 
California Micro Devices Corporation (the "Corporation") and its Designated 
Subsidiaries, to purchase Common Stock of the Corporation and thereby to have 
an additional incentive to contribute to the prosperity of the Corporation.  
It is the intention of the Corporation that the Plan qualify as an "Employee 
Stock Purchase Plan" under Section 423 of the Internal Revenue Code of 1986, 
as amended, and the Plan shall be construed in accordance with this intention.

2.     DEFINITIONS.
       -------------
      (a)     "Board" shall mean the Board of Directors of the Corporation.
              -------
      (b)     "Code" shall mean the Internal Revenue Code of 1986, as amended.
              ------
      (c)     "Committee" shall mean the committee appointed by the Board in 
              -----------
accordance with Section 12 of the Plan.
      (d)     "Common Stock" shall mean the Common Stock of the Corporation, or 
              --------------
any stock into which such Common Stock may be converted.
      (e)     "Compensation" shall mean an Employee's wages or salary and other 
              --------------
amounts payable to an Employee on account of personal services rendered by the 
Employee to the Corporation or a Designated Subsidiary and which are reportable 
as wages or other compensation on the Employee's Form W-2, plus pre-tax 
contributions of the Employee under a cash or deferred arrangement (401(k) 
plan) or cafeteria plan maintained by the Corporation or a Designated 
Subsidiary, but excluding, however, (1) non-cash fringe benefits, (2) 
special payments as determined by the Committee (e.g., moving expenses, 
unused vacation, severance pay), (3) income from the exercise of stock 
options or other stock purchases and (4) any other items of Compensation 
as determined by the Committee. 

      (f)     "Corporation" shall mean California Micro Devices Corporation, a 
              -------------
California corporation.
      (g)     "Designated Subsidiary" shall mean a Subsidiary which has been 
              -----------------------
designated by the Board as eligible to participate in the Plan.
      (h)     "Employee" shall mean an individual employed (within the meaning 
              ----------
of Code section 3401(c) and the regulations thereunder) by the Corporation or a 
Designated Subsidiary.
      (i)     "Entry Date" shall mean the first day of each Option Period.  The 
              ------------
first Entry Date shall be such date as is determined by the Committee.
      (j)     "Exercise Date" shall mean the last business day of each Exercise 
Period.
      (k)     "Exercise Period" shall mean a six-month or other period as 
              -----------------
determined by the Committee.  The first Exercise Period during an Option Period 
shall commence on the first day of such Option Period.

                                            27
Subsequent Exercise Periods, if any, shall run consecutively after the 
termination of the preceding Exercise Period.  The last Exercise Period in an 
Option Period shall terminate on the last day of such Option Period. 

     (l)     "Fair Market Value" shall mean the value of one (1) share of 
Common Stock on the relevant date, determined as follows:
                (i)     If the shares are traded on an exchange or on the 
                        Nasdaq Stock Market, the reported "closing price" 
                        on the next preceding trading day (provided that in 
                        the case of the first Entry Date, the Fair Market 
                        Value shall be the initial price to the public in 
                        the Company's initial public offering);
               (ii)     If the shares are traded over-the-counter on the NASDAQ 
                        System (other than on the Nasdaq Stock Market), the 
                        mean between the bid and the ask prices on said System 
                        at the close of business on the next preceding trading 
                        day (provided that in the case of the first Entry Date, 
                        the Fair Market Value shall be the initial price to the 
                        public in the Company's initial public offering); and
              (iii)     If neither (1) nor (2) applies, the fair market value
                        as determined by the Committee in good faith.  Such 
                        determination shall be conclusive and binding on all 
                        persons.
      (m)     "Option Period" shall mean a period of up to twenty-seven (27) 
              ---------------
months as determined by the Committee. 
      (n)     "Participant" shall mean a participant in the Plan as described 
              -------------
in Section 4 of the Plan.
      (o)      "Plan" shall mean this employee stock purchase plan.
               ------
      (p)     "Subsidiary" shall mean any corporation (other than the 
              ------------
Corporation) in an unbroken chain of corporations beginning with the 
Corporation, as described in Code section 424(f).

3.     ELIGIBILITY.
       ------------
       Any Employee regularly employed on a full-time basis by the Corporation 
or by any Designated Subsidiary on an Entry Date shall be eligible to 
participate in the Plan with respect to the Option Period commencing on such 
Entry Date, provided that the Committee may establish administrative rules 
requiring that employment commence some minimum period (e.g., one pay period) 
prior to an Entry Date to be eligible to participate with respect to that Entry 
Date.  An Employee shall be considered employed on a full-time basis unless his 
or her customary employment is less than 20 hours per week or five months per 
year.  No Employee may participate in the Plan if immediately after an option 
is granted the Employee owns or is considered to own (within the meaning of 
section 424(d) of the Code), shares of stock, including stock which the 
Employee may purchase by conversion of convertible securities or under 
outstanding options granted by the Corporation, possessing five percent (5%)
or more of the total combined voting power or value of all classes of stock 
of the Corporation or of any of its Subsidiaries.  All Employees who 
participate in the Plan shall have the same rights and privileges under 
the Plan except for differences which may be mandated by local law and 
which are consistent with Code section 423(b)(5).  The Committee may 
impose restrictions on eligibility and participation of Employees who are 
officers and directors to facilitate compliance with federal 
or state securities laws. 

4.     PARTICIPATION.
       --------------
      4.1     An Employee who is eligible to participate in the Plan in 
accordance with Section 3 may become a Participant by filing, on a date 
prescribed by the Committee prior to an applicable Entry Date, a completed 
payroll deduction authorization and Plan enrollment form provided by the 
Corporation.  An eligible Employee may authorize payroll deductions at the rate 
of any whole percentage of the Employee's Compensation, not to exceed fifteen 
percent (15%) of the Employee's Compensation, or such lesser percentage as 
specified by the Committee as applied to an Entry Date or Option Period.  All 
payroll deductions may be held by the Corporation 

                                        28
and commingled with its other corporate funds.  No interest shall be paid or 
credited to the Participant with respect to such payroll deductions except 
where required by local law as determined by the Committee.  A separate 
bookkeeping account for each Participant shall be maintained by the 
Corporation under the Plan and the amount of each Participant's payroll 
deductions shall be credited to such account.  A Participant may not make 
any additional payments into such account.

      4.2     Under procedures established by the Committee, a Participant may 
suspend or discontinue participation in the Plan or may reduce the rate of his 
or her payroll deductions at any time during an Offering Period by completing 
and filing a new payroll deduction authorization and Plan enrollment form with 
the Corporation, provided that the Committee may, in its discretion, impose 
restrictions on a Participant's ability to change the rate of payroll 
deductions.  A Participant may increase his or her rate of payroll deductions 
only effective on an Entry Date by filing a new payroll deduction authorization 
and Plan enrollment form.  If a new payroll deduction authorization and Plan 
enrollment form is not filed with the Corporation, the rate of payroll 
deductions shall continue at the originally elected rate throughout the Option 
Period unless the Committee determines to change the permissible rate.

      If a Participant suspends participation during an Exercise Period, his or 
her accumulated payroll deductions will remain in the Plan for purchase of 
shares as specified in Section 6 on the following Exercise Date, but the 
Participant will not again participate until he or she completes a new payroll 
deduction authorization and Plan enrollment form.  The Committee may establish 
rules limiting the frequency with which Participants may suspend and resume 
payroll deductions under the Plan and may impose a waiting period on 
Participants wishing to resume suspended payroll deductions.  If a Participant 
discontinues participation in the Plan, the amount credited to the 
Participant's individual account shall be paid to the Participant without 
interest (except where required by local law).  In the event any Participant
terminates employment with the Corporation or any Subsidiary for any reason 
(including death) prior to the expiration of an Option Period, the 
Participant's participation in the Plan shall terminate and all amounts
credited to the Participant's account shall be paid to the Participant or the
Participant's estate without interest (except where required by local law).  
Whether a termination of employment has occurred shall be determined by the 
Committee.  The Committee may also establish rules regarding when leaves of 
absence or change of employment status (e.g., from full-time to part-time) 
will be considered to be a termination of employment, and the Committee may 
establish termination of employment procedures for this Plan which are 
independent of similar rules established under other benefit plans of the 
Corporation and its Subsidiaries.

      In the event of a Participant's death, any accumulated payroll deductions 
will be paid, without interest, to the estate of the Participant.

5.     OFFERING.
       ---------
       5.1     The maximum number of shares of Common Stock which may be issued 
pursuant to the Plan shall be Four Hundred Sixty Thousand (460,000) shares.
The Committee may designate any amount of available shares for offering for 
any Option Period determined pursuant to Section 5.2.

       5.2     Each Option Period, Entry Date and Exercise Period shall be 
determined by the Committee.  The Committee shall have the power to change the 
duration of future Option Periods or future Exercise Periods, and to determine 
whether or not to have overlapping Option Periods, with respect to any 
prospective offering, without shareholder or Board approval.

      5.3     With respect to each Option Period, each eligible Employee who 
has elected to participate as provided in Section 4.1 shall be granted an 
option to purchase that number of shares of Common Stock which may be 
purchased with the payroll deductions accumulated on behalf of such Employee 
(assuming payroll deductions at a rate of 15% of Compensation) during each 
Exercise Period within such Option Period at the purchase price specified 
in Section 5.4 below; provided, however, (1) in no event shall the Employee 
be entitled to accrue rights to purchase shares under the Plan (and all 
other employee stock purchase plans, as defined in Code section 423, of 
the Corporation and its subsidiaries) at a rate which exceeds $25,000 
of the Fair Market Value of such stock (determined at the time the 
option is granted) for any calendar year in which such option is 
outstanding at any time, and (2) the maximum shares subject to 
any option shall in no event exceed 10,000.

                                            29
5.4     The option price under each option shall be the lower of: (i) 
eighty-five percent (85%) of the Fair Market Value of the Common Stock on the 
Entry Date on which an option is granted, or (ii) eighty-five percent (85%) of 
the Fair Market Value on the Exercise Date on which the Common Stock is 
purchased.

      5.5     If the total number of shares of Common Stock for which options 
granted under the Plan are exercisable exceeds the maximum number of shares 
offered on any Entry Date, the number of shares which may be purchased under 
options granted on the Entry Date shall be reduced on a pro rata basis in as 
nearly a uniform manner as shall be practicable and equitable.  In this event, 
payroll deductions shall also be reduced or refunded accordingly.  If an 
Employee's payroll deductions during any Exercise Period exceeds the purchase 
price for the maximum number of shares permitted to be purchased under Section 
5.3, the excess shall be refunded to the Participant without interest (except 
where otherwise required by local law).

      5.6     In the event that the Fair Market Value of the Corporation's 
Common Stock is lower on the first day of an Exercise Period within an Option 
Period (subsequent "Reassessment Date") than it was on Entry Date for such 
Option Period, all Employees participating in the Plan on the Reassessment Date 
shall be deemed to have relinquished the unexercised portion of the option 
granted on the Entry Date and to have enrolled in and received a new option 
commencing on such Reassessment Date, unless the Committee has determined not 
to permit overlapping Option Periods or to restrict such transfers to lower 
price Option Periods.

6.     PURCHASE OF STOCK.
       ------------------
      Upon the expiration of each Exercise Period, a Participant's option shall 
be exercised automatically for the purchase of that number of full shares of 
Common Stock which the accumulated payroll deductions credited to the 
Participant's account at that time shall purchase at the applicable price 
specified in Section 5.4.

7.     PAYMENT AND DELIVERY.
       ---------------------
       Upon the exercise of an option, the Corporation shall deliver to the 
Participant the Common Stock purchased and the balance of any amount of payroll 
deductions credited to the Participant's account not used for the purchase.  
The Committee may permit or require that shares be deposited directly with a 
broker designated by the Participant (or a broker selected by the Committee), 
and the Committee may utilize electronic or automated methods of share 
transfer.  To the extent the unused cash balance represents a fractional 
share, the unused cash balance credited to the Participant's account shall 
be carried over to the next Exercise Period, if the Participant is also a 
Participant in the Plan at that time or refunded to the Participant, as 
determined by the Committee.  The Corporation shall retain the amount of 
payroll deductions used to purchase Common Stock as full payment for the 
Common Stock and the Common Stock shall then be fully paid and 
non-assessable.  No Participant shall have any voting, 
dividend, or other stockholder rights with respect to shares subject to any 
option granted under the Plan until the option has been exercised and shares 
issued.

8.     RECAPITALIZATION.
       -----------------
       If after the grant of an option, but prior to the purchase of Common 
Stock under the option, there is any increase or decrease in the number of 
outstanding shares of Common Stock because of a stock split, stock dividend, 
combination or recapitalization of shares subject to options, the number of 
shares to be purchased pursuant to an option, the share limit of Section 5.3 
and the maximum number of shares specified in Section 5.1 shall be 
proportionately increased or decreased, the terms relating to the 
purchase price with respect to the option shall be appropriately 
adjusted by the Committee, and the Committee shall take any further 
actions which, in the exercise of its discretion, may be 
necessary or appropriate under the circumstances.

     The Committee, if it so determines in the exercise of its sole discretion, 
also may adjust the number of shares specified in Section 5.1, as well as the 
price per share of Common Stock covered by each outstanding option and the 
maximum number of shares subject to any individual option, in the event the 
Corporation effects one or more reorganizations, recapitalizations, spin-offs, 
split-ups, rights offerings or reductions of shares of its outstanding Common 
Stock.

                                            30
The Committee's determinations under this Section 8 shall be conclusive 
and binding on all parties.

9.     MERGER, LIQUIDATION, OTHER CORPORATION TRANSACTIONS.
       ----------------------------------------------------
       In the event of the proposed liquidation or dissolution of the 
Corporation, the Option Period will terminate immediately prior to the 
consummation of such proposed transaction, unless otherwise provided by the 
Committee in its sole discretion, and all outstanding options shall 
automatically terminate and the amounts of all payroll deductions will be 
refunded without interest to the Participants.

       In the event of a proposed sale of all or substantially all of the 
assets of the Corporation, or the merger or consolidation of the Corporation 
with or into another corporation, then in the sole discretion of the Committee, 
(1) each option shall be assumed or an equivalent option shall be substituted 
by the successor corporation or parent or subsidiary of such successor 
corporation, (2) a date established by the Committee on or before the 
date of consummation of such merger, consolidation or sale shall be 
treated as an Exercise Date, and all outstanding options shall be 
deemed exercisable on such date or (3) all outstanding options shall 
terminate and the accumulated payroll deductions shall be returned to 
the Participants.

10.     TRANSFERABILITY.
        ----------------
        Options granted to Participants may not be voluntarily or involuntarily 
assigned, transferred, pledged, or otherwise disposed of in any way, and any 
attempted assignment, transfer, pledge, or other disposition shall be null and 
void and without effect.  If a Participant in any manner attempts to transfer, 
assign or otherwise encumber his or her rights or interest under the Plan, 
other than as permitted by the Code, such act shall be treated as an 
election by the participant to discontinue participation in the Plan 
pursuant to Section 4.2.

11.     AMENDMENT OR TERMINATION OF THE PLAN.
        -------------------------------------
        11.1     The Plan shall continue until February 9, 2005, unless 
previously terminated in accordance with Section 11.2.

        11.2     The Board may, in its sole discretion, insofar as permitted by 
law, terminate or suspend the Plan, or revise or amend it in any respect 
whatsoever, except that, without approval of the stockholders, no such revision 
or amendment shall:
                (a)     materially increase the number of shares subject to the 
Plan other than an adjustment under Section 8 of the Plan;
                (b)     materially modify the requirements as to eligibility 
for participation in the Plan;
                (c)     materially increase the benefits accruing to 
Participants;
                (d)     reduce the purchase price specified in Section 5.4, 
except as specified in Section 8;
                (e)     extend the term of the Plan beyond the date specified 
in Section 11.1; or
                (f)     amend this Section 11.2 to defeat its purpose.

12.     ADMINISTRATION.
        ---------------
     The Plan shall be administered by a Committee which shall consist of at 
least three members appointed by the Board.  The Committee shall have full 
power and authority to promulgate any rules and regulations which it deems 
necessary for the proper administration of the Plan, to interpret the 
provisions and supervise the administration of the Plan, and to take 
all action in connection with administration of the Plan as it deems 
necessary or advisable.  Decisions of the Committee shall be made by 
a majority of its members and shall be final and binding upon all 
participants.  Any decision reduced to writing and signed by a 
majority of the members of the Committee shall be fully effective as if it 
had been made at a meeting of the Committee duly held.  The 

                                            31
Corporation shall pay all expenses incurred in the administration of the Plan.  
No Committee member shall be liable for any action or determination made in 
good faith with respect to the Plan or any option granted thereunder.

13.     COMMITTEE RULES FOR FOREIGN JURISDICTIONS.
        ------------------------------------------
        The Committee may adopt rules or procedures relating to the operation 
and administration of the Plan in non-United States jurisdictions to 
accommodate the specific requirements of local laws and procedures.  
Without limiting the generality of the foregoing, the Committee is 
specifically authorized to adopt rules and procedures regarding handling 
of payroll deductions, conversion of local currency, withholding procedures 
and handling of stock certificates which vary with local requirements.

14.     SECURITIES LAWS REQUIREMENTS.
        -----------------------------
        The Corporation shall not be under any obligation to issue Common Stock 
upon the exercise of any option unless and until the Corporation has determined 
that: (i) it and the Participant have taken all actions required to register 
the Common Stock under the Securities Act of 1933, or to perfect an exemption
from the registration requirements thereof; (ii) any applicable listing 
requirement of any stock exchange on which the Common Stock is listed has 
been satisfied; and (iii) all other applicable provisions of state and 
federal law have been satisfied.

15.     GOVERNMENTAL REGULATIONS.
        -------------------------
        This Plan and the Corporation's obligation to sell and deliver shares 
of its stock under the Plan shall be subject to the approval of any 
governmental authority required in connection with the Plan or the 
authorization, issuance, sale, or delivery of stock hereunder.

16.     NO ENLARGEMENT OF EMPLOYEE RIGHTS.
        ----------------------------------
        Nothing contained in this Plan shall be deemed to give any Employee the 
right to be retained in the employ of the Corporation or any Designated 
Subsidiary or to interfere with the right of the Corporation or Designated 
Subsidiary to discharge any Employee at any time.

17.     GOVERNING LAW.
        --------------
        This Plan shall be governed by California law, but shall be interpreted 
to be consistent with the requirements of any employee stock purchase plan 
under Code section 423.

18.      EFFECTIVE DATE.
        ---------------
        This Plan shall be effective February 10, 1995, subject to approval of 
the shareholders of the Corporation within 12 months of its adoption by the 
Board of Directors.

                                            32
EXHIBIT 24.1

                               POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that the undersigned, Wade Meyercord does 
hereby make, constitute and appoint Jeffrey C. Kalb, John E. Trewin and Scott 
Hover-Smoot, and each of them, acting together or alone, his true and lawful 
attorneys-in-fact and agents with full power of substitution, in his name, 
place and stead to execute on his behalf, in his capacity as a Director of 
California Micro Devices Corporation (the "Company"), a registration statement 
on Form S-8 or other appropriate form and any and all amendments thereto 
(including post-effective amendments), registering up to 500,000 shares of the 
Common Stock of the Company, to be filed with the Securities and Exchange 
Commission (the "SEC") pursuant to the Securities Act of 1933, as amended (the 
"1933 Act") and any and all other instruments which said attorneys-in-fact and 
agents deem necessary or advisable to enable the Company to comply with the 
1933 Act and the rules, regulations and requirements of the SEC in respect 
thereof, giving and granting to said attorneys-in-fact and agents, and each of 
them, acting together or alone, full power and authority to do and perform each 
and every act and thing whatsoever necessary to appropriate to be done in and 
about the premises as fully to all intents as he might or would do if 
personally present at the doing thereof, with full power of substitution and 
revocation, hereby ratifying and confirming all that his said attorneys-in-fact 
or substitutes may or shall lawfully do or cause to be done by virtue hereof.

     THIS POWER OF ATTORNEY expires on September 30, 1998.

     IN WITNESS WHEREOF, the undersigned has hereunto set his hand on the date 
indicated below.

                                             /s/ Wade Meyercord
                                             ------------------
                                             Wade Meyercord

Dated: August 10, 1998

                                        33
POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that the undersigned, Angel G. Jordan does 
hereby make, constitute and appoint Jeffrey C. Kalb, John E. Trewin and Scott 
Hover-Smoot, and each of them, acting together or alone, his true and lawful 
attorneys-in-fact and agents with full power of substitution, in his name, 
place and stead to execute on his behalf, in his capacity as a Director of 
California Micro Devices Corporation (the "Company"), a registration statement 
on Form S-8 or other appropriate form and any and all amendments thereto 
(including post-effective amendments), registering up to 500,000 shares of the 
Common Stock of the Company, to be filed with the Securities and Exchange 
Commission (the "SEC") pursuant to the Securities Act of 1933, as amended (the 
"1933 Act") and any and all other instruments which said attorneys-in-fact and 
agents deem necessary or advisable to enable the Company to comply with the 
1933 Act and the rules, regulations and requirements of the SEC in respect 
thereof, giving and granting to said attorneys-in-fact and agents, and each of 
them, acting together or alone, full power and authority to do and perform each 
and every act and thing whatsoever necessary to appropriate to be done in and 
about the premises as fully to all intents as he might or would do if 
personally present at the doing thereof, with full power of substitution and 
revocation, hereby ratifying and confirming all that his said attorneys-in-fact 
or substitutes may or shall lawfully do or cause to be done by virtue hereof.

     THIS POWER OF ATTORNEY expires on September 30, 1998.

     IN WITNESS WHEREOF, the undersigned has hereunto set his hand on the 
date indicated below.

                                             /s/ Angel G. Jordan
                                             ------------------
                                             Angel G. Jordan

Dated: August 10, 1998

                                        34
POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that the undersigned, Donald Waite does 
hereby make, constitute and appoint Jeffrey C. Kalb, John E. Trewin and Scott 
Hover-Smoot, and each of them, acting together or alone, his true and lawful 
attorneys-in-fact and agents with full power of substitution, in his name, 
place and stead to execute on his behalf, in his capacity as a Director of 
California Micro Devices Corporation (the "Company"), a registration statement 
on Form S-8 or other appropriate form and any and all amendments thereto 
(including post-effective amendments), registering up to 500,000 shares of the 
Common Stock of the Company, to be filed with the Securities and Exchange 
Commission (the "SEC") pursuant to the Securities Act of 1933, as amended (the 
"1933 Act") and any and all other instruments which said attorneys-in-fact and 
agents deem necessary or advisable to enable the Company to comply with the 
1933 Act and the rules, regulations and requirements of the SEC in respect 
thereof, giving and granting to said attorneys-in-fact and agents, and each of 
them, acting together or alone, full power and authority to do and perform each 
and every act and thing whatsoever necessary to appropriate to be done in and 
about the premises as fully to all intents as he might or would do if 
personally present at the doing thereof, with full power of substitution and 
revocation, hereby ratifying and confirming all that his said attorneys-in-fact 
or substitutes may or shall lawfully do or cause to be done by virtue hereof.

     THIS POWER OF ATTORNEY expires on September 30, 1998.

     IN WITNESS WHEREOF, the undersigned has hereunto set his hand on the date 
indicated below.

                                        /s/ Donald Waite
                                       ------------------
                                        Donald Waite

Dated: August 10, 1998

                                        35
POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that the undersigned, Stuart Schube does 
hereby make, constitute and appoint Jeffrey C. Kalb, John E. Trewin and Scott 
Hover-Smoot, and each of them, acting together or alone, his true and lawful 
attorneys-in-fact and agents with full power of substitution, in his name, 
place and stead to execute on his behalf, in his capacity as a Director of 
California Micro Devices Corporation (the "Company"), a registration statement 
on Form S-8 or other appropriate form and any and all amendments thereto 
(including post-effective amendments), registering up to 500,000 shares of the 
Common Stock of the Company, to be filed with the Securities and Exchange 
Commission (the "SEC") pursuant to the Securities Act of 1933, as amended (the 
"1933 Act") and any and all other instruments which said attorneys-in-fact and 
agents deem necessary or advisable to enable the Company to comply with the 
1933 Act and the rules, regulations and requirements of the SEC in respect 
thereof, giving and granting to said attorneys-in-fact and agents, and each of 
them, acting together or alone, full power and authority to do and perform each 
and every act and thing whatsoever necessary to appropriate to be done in and 
about the premises as fully to all intents as he might or would do if 
personally present at the doing thereof, with full power of substitution and 
revocation, hereby ratifying and confirming all that his said attorneys-in-fact 
or substitutes may or shall lawfully do or cause to be done by virtue hereof.

     THIS POWER OF ATTORNEY expires on September 30, 1998.

     IN WITNESS WHEREOF, the undersigned has hereunto set his hand on the date 
indicated below.

                                        /s/ Stuart Schube     
                                        ------------------
                                        Stuart Schube

Dated: August 10, 1998

                                        36
POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that the undersigned, John Sprague does 
hereby make, constitute and appoint Jeffrey C. Kalb, John E. Trewin and Scott 
Hover-Smoot, and each of them, acting together or alone, his true and lawful 
attorneys-in-fact and agents with full power of substitution, in his name, 
place and stead to execute on his behalf, in his capacity as a Director of 
California Micro Devices Corporation (the "Company"), a registration statement 
on Form S-8 or other appropriate form and any and all amendments thereto 
(including post-effective amendments), registering up to 500,000 shares of the 
Common Stock of the Company, to be filed with the Securities and Exchange 
Commission (the "SEC") pursuant to the Securities Act of 1933, as amended (the 
"1933 Act") and any and all other instruments which said attorneys-in-fact and 
agents deem necessary or advisable to enable the Company to comply with the 
1933 Act and the rules, regulations and requirements of the SEC in respect 
thereof, giving and granting to said attorneys-in-fact and agents, and each of 
them, acting together or alone, full power and authority to do and perform each 
and every act and thing whatsoever necessary to appropriate to be done in and 
about the premises as fully to all intents as he might or would do if 
personally present at the doing thereof, with full power of substitution and 
revocation, hereby ratifying and confirming all that his said attorneys-in-fact 
or substitutes may or shall lawfully do or cause to be done by virtue hereof.

     THIS POWER OF ATTORNEY expires on September 30, 1998.

     IN WITNESS WHEREOF, the undersigned has hereunto set his hand on the date 
indicated below.

                                        /s/ John Sprague
                                        ------------------
                                        John Sprague

Dated: August 10, 1998

                                       37
POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that the undersigned, J. Daniel McCranie 
does hereby make, constitute and appoint Jeffrey C. Kalb, John E. Trewin and 
Scott Hover-Smoot, and each of them, acting together or alone, his true and 
lawful attorneys-in-fact and agents with full power of substitution, in his 
name, place and stead to execute on his behalf, in his capacity as a Director 
of California Micro Devices Corporation (the "Company"), a registration 
statement on Form S-8 or other appropriate form and any and all amendments 
thereto (including post-effective amendments), registering up to 500,000 shares 
of the Common Stock of the Company, to be filed with the Securities and 
Exchange Commission (the "SEC") pursuant to the Securities Act of 1933, as 
amended (the "1933 Act") and any and all other instruments which said 
attorneys-in-fact and agents deem necessary or advisable to enable the Company 
to comply with the 1933 Act and the rules, regulations and requirements of the 
SEC in respect thereof, giving and granting to said attorneys-in-fact and 
agents, and each of them, acting together or alone, full power and authority to 
do and perform each and every act and thing whatsoever necessary to appropriate 
to be done in and about the premises as fully to all intents as he might or 
would do if personally present at the doing thereof, with full power of 
substitution and revocation, hereby ratifying and confirming all that his said 
attorneys-in-fact or substitutes may or shall lawfully do or cause to be done 
by virtue hereof.

     THIS POWER OF ATTORNEY expires on September 30, 1998.

     IN WITNESS WHEREOF, the undersigned has hereunto set his hand on the date 
indicated below.

                                        /s/ J. Daniel McCranie
                                        ----------------------
                                        J. Daniel McCranie

Dated: August 10, 1998

                                        38