As filed with the Securities and Exchange Commission on January 27, 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 jurisdiction of         (IRS Employer Identification No.)
 incorporation or organization)

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

                                  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:
                           James R. Ukropina, Esquire
                             O'MELVENY & MYERS, LLP
                              400 South Hope Street
                            Los Angeles, CA 90071-2899


<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     Offering Price          Fee
--------------------------------------------------------------------------------

Common Stock      350,000          $5.625       $1,925,000(4)        $660
Common Stock       50,000(2)       $5.625         $275,000(4)        $100
Common Stock       50,000(3)       $5.625         $275,000(4)        $100

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

(1)    Constitutes 350,000 additional shares of Common Stock issuable under the
       Company's 1995 Stock Option Plan.   2,020,000 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 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 50,000 additional shares of Common Stock issuable under the 
       Company's 1995 Non-Employee Directors' Stock Option Plan.   170,000 
       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 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 50,000 additional shares of Common Stock issuable under the 
       Company's 1995 Employee Stock Purchase Plan.   170,000 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 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 January 20, 1998.

--------------------------------------------------------------------------------
The approximate date of commencement of proposed sale of these securities is as 
soon as practicable after this Registration Statement becomes effective.


<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, 1997; and

(b)    Quarterly reports on form 10-Q for the quarters ended June 30, 1997, and
       September 30, 1997.

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 8.  EXHIBITS.
         ---------
Exhibit
Number

4.1     Articles of Incorporation of the Registrant, as amended (incorporated by
        reference to Exhibit 3(i) to the Registrant's Annual Report on Form 10-K
        for the fiscal year ended March 31, 1995).

4.2     Bylaws of the Registrant (incorporated by reference to Exhibit 3(ii) to 
        the Registrant's Annual Report on Form 10-K for the fiscal year ended 
        March 31, 1995).

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

23.1    Consent of Independent Auditors.

24      Powers of Attorney.

99.1    1995 Stock Option Plan - Amended As Of July 26, 1996 and July 18, 1997.

99.2    1995 Non-Employee Directors' Stock Option Plan - Amended As Of July 26, 
        1996 and July 18, 1997.

99.3    1995 Employee Stock Purchase Plan - Amended As Of July 18, 1997.

<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 January 23, 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 January 23, 1998.


/S/ Jeffrey C. Kalb                              /S/ John E. Trewin
Jeffrey C. Kalb, (President, Chief               John E. Trewin (Vice President,
Executive Officer and Principal Executive        Chief Financial Officer and 
Officer and Director)                            Principal 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 January 23, 1998.


/s/ Wade Meyercord
Wade Meyercord (Chairman)


/s/ Angel Jordan                             /s/ Stuart Schube
Angel Jordan (Director)                      Stuart Schube (Director)


/s/ Donald Waite                             /s/ John Sprague
Donald Waite (Director)                      John Sprague (Director)

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



<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 January 23, 1998.

                                   CALIFORNIA MICRO DEVICES CORPORATION

                                   By:  /S. Scott Hover-Smoot
                                   Scott Hover-Smoot 
                                   Secretary and General Counsel

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 January 23, 1998.


/S. Jeffrey C. Kalb                             /S/Scott Hover-Smoot
Jeffrey C. Kalb, (President, Chief              Scott Hover-Smoot (Secretary 
Executive Officer and Principal Executive       and General Counsel)
Officer and Director)


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 January 23, 1998.


/s/ Wade Meyercord
Wade Meyercord (Chairman)


/s/ Angel Jordan                             /s/ Stuart Schube
Angel Jordan (Director)                      Stuart Schube (Director)


/s/ Donald Waite                             /s/ John Sprague
Donald Waite (Director)                      John Sprague (Director)

*By: /S/Scott Hover-Smoot
        Scott Hover-Smoot
        Attorney-in-fact

<PAGE>
                                INDEX TO EXHIBITS


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

23.1     Consent of Ernst & Young LLP

24       Powers of Attorney.

99.1     1995 Stock Option Plan - Amended As Of July 26, 1996 and July 18, 1997.

99.2     1995 Non-Employee Directors' Stock Option Plan - Amended As Of 
         July 26, 1996 and July 18, 1997.

99.3     1995 Employee Stock Purchase Plan - Amended As Of July 18, 1997.

<PAG>
                                   EXHIBIT 5.1

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

                                             January 23, 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 January 23, 1998 in connection with the 
registration under the Securities Act of 1933, as amended, of an aggregate of 
450,000 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,


                                            By:  /S. Scott Hover-Smoot
                                                 Scott Hover-Smoot 
                                                 Secretary and General Counsel




<PAGE>
                                  EXHIBIT 23.1


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 and July 18, 1997, (b) the 1995 Non-Employee Directors' Stock Option
Plan - Amended As Of July 26, 1996 and July 18, 1997, and (c) the 1995 
Employee Stock Purchase Plan - Amended As Of July 18, 1997 of California 
Micro Devices Corporation of our report dated April 29, 1997, 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, 1997, filed with the Securities and Exchange Commission.

                                           /s/ ERNST & YOUNG LLP


San Jose, California
January 23, 1998



<PAGE>
                                   EXHIBIT 24.1


                                 POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that the undersigned, Jeffrey C. Kalb does 
hereby make, constitute and appoint 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 440,000 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 February 28, 1998.

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

                                              /s/ Jeffrey C. Kalb
                                                  Jeffrey C. Kalb

Dated:  January 23, 1998



<PAGE>
                            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 440,000 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 February 28, 1998.

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

                                                      /s/ Wade Meyercord
                                                      Wade Meyercord

Dated:  January 23, 1998


<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 440,000 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 February 28, 1998.

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

                                                      /s/ Angel G. Jordan 
                                                     Angel G. Jordan

Dated:  January 23, 1998

<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 440,000 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 February 28, 1998.

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

                                                /s/ Donald Waite	
                                                Donald Waite

Dated:  January 23, 1998



<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 440,000 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 February 28, 1998.

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

                                                /s/ Stuart Schube
                                                Stuart Schube

Dated:  January 23, 1998




<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 440,000 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 February 28, 1998.

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


                                                /s/ John Sprague
                                               John Sprague

Dated:  January 23, 1998




<PAGE>
                            POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that the undersigned, John E. Trewin does 
hereby make, constitute and appoint Jeffrey C. Kalb 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 an Officer 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 440,000 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 February 28, 1998.

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

                                                /s/ John E. Trewin
                                                John E. Trewin

Dated:  January 23, 1998



<PAGE>
                                    EXHIBIT 99.1

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


                         CALIFORNIA MICRO DEVICES CORPORATION

                              1995 STOCK OPTION PLAN
                   AMENDED AS OF JULY 26, 1996 AND JULY 18, 1997


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 


<PAGE>
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 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 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.

<PAGE>

     (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;

       (v)   to prescribe, amend, and rescind rules and regulations relating to 
             the Plan;

      (vi)   to determine the terms and provisions of each Option granted and, 
             with the consent of the holder thereof, modify or amend each 
             Option;

     (vii)   to accelerate or defer, with the consent of the Optionee, the 
             exercise date of any Option;

    (viii)   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;

      (ix)   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

       (x)   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.


<PAGE>

     (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.

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 Three Hundred Seventy 
Thousand (2,370,000), 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 


<PAGE>

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.

<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.

<PAGE>

          (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 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 


<PAGE>

$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 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 


<PAGE>

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.

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 


<PAGE>

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:

     (i)  Increase the number of Shares subject to the Plan, other than any 
          increase pursuant to Section 9;

    (ii)  Materially modify the requirements as to eligibility for participation
          in the Plan;

   (iii)  Materially increase the benefits accruing to Optionees under the Plan;

    (iv)  Extend the term of the Plan; or

     (v)  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.

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 


<PAGE>

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.



<PAGE>
                                 EXHIBIT 99.2

                   1995 Non-Employee Directors' Stock Option Plan
                    Amended As Of July 26, 1996 And July 18, 1997


                         CALIFORNIA MICRO DEVICES CORPORATION

                     1995 NON-EMPLOYEE DIRECTORS' STOCK OPTION PLAN
                      AMENDED AS OF JULY 26, 1996 AND JULY 18, 1997


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 


<PAGE>

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.

       (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 Twenty Thousand 
(220,000) subject to adjustment pursuant to Section 8 hereof.


<PAGE>

       (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 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.

<PAGE>

       (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 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 


<PAGE>

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.

7.     TERM OF PLAN.
       -------------
       Options may be granted pursuant to the Plan until ten (10) years 
following the Effective 


<PAGE>

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 


<PAGE>

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.

       (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.

<PAGE>

       (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 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 


<PAGE>

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.



                                   Exhibit 99.3

             1995 Employee Stock Purchase Plan - Amended As Of July 18, 1997.


                         CALIFORNIA MICRO DEVICES CORPORATION

               1995 EMPLOYEE STOCK PURCHASE PLAN AS AMENDED JULY 18, 1997


1.     PURPOSE.
       --------
       The purpose of this Plan is to provide an opportunity for Employees of 
alifornia 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.

<PAGE>

       (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.  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:

            (1)   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);

            (2)   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

            (3)   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 

<PAGE>

(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 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 


<PAGE>

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 300,000 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.

       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 


<PAGE>

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.

      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 


<PAGE>

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


<PAGE>

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 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.
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 110175}]
{"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": "333-44959", "film-number": "98513852"}, "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 January 27, 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 jurisdiction of         (IRS Employer Identification No.)
 incorporation or organization)

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

                                  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:
                           James R. Ukropina, Esquire
                             O'MELVENY & MYERS, LLP
                              400 South Hope Street
                            Los Angeles, CA 90071-2899
--------------------------------------------------------------------------------
                          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     Offering Price          Fee
--------------------------------------------------------------------------------

Common Stock      350,000          $5.625       $1,925,000(4)        $660
Common Stock       50,000(2)       $5.625         $275,000(4)        $100
Common Stock       50,000(3)       $5.625         $275,000(4)        $100

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

(1)    Constitutes 350,000 additional shares of Common Stock issuable under the
       Company's 1995 Stock Option Plan.   2,020,000 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 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 50,000 additional shares of Common Stock issuable under the 
       Company's 1995 Non-Employee Directors' Stock Option Plan.   170,000 
       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 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 50,000 additional shares of Common Stock issuable under the 
       Company's 1995 Employee Stock Purchase Plan.   170,000 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 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 January 20, 1998.

--------------------------------------------------------------------------------
The approximate date of commencement of proposed sale of these securities is as 
soon as practicable after this Registration Statement becomes effective.
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, 1997; and

(b)    Quarterly reports on form 10-Q for the quarters ended June 30, 1997, and
       September 30, 1997.

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 8.  EXHIBITS.
         ---------
Exhibit
Number

4.1     Articles of Incorporation of the Registrant, as amended (incorporated by
        reference to Exhibit 3(i) to the Registrant's Annual Report on Form 10-K
        for the fiscal year ended March 31, 1995).

4.2     Bylaws of the Registrant (incorporated by reference to Exhibit 3(ii) to 
        the Registrant's Annual Report on Form 10-K for the fiscal year ended 
        March 31, 1995).

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

23.1    Consent of Independent Auditors.

24      Powers of Attorney.

99.1    1995 Stock Option Plan - Amended As Of July 26, 1996 and July 18, 1997.

99.2    1995 Non-Employee Directors' Stock Option Plan - Amended As Of July 26, 
        1996 and July 18, 1997.

99.3    1995 Employee Stock Purchase Plan - Amended As Of July 18, 1997.
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 January 23, 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 January 23, 1998.

/S/ Jeffrey C. Kalb                              /S/ John E. Trewin
Jeffrey C. Kalb, (President, Chief               John E. Trewin (Vice President,
Executive Officer and Principal Executive        Chief Financial Officer and 
Officer and Director)                            Principal 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 January 23, 1998.

/s/ Wade Meyercord
Wade Meyercord (Chairman)

/s/ Angel Jordan                             /s/ Stuart Schube
Angel Jordan (Director)                      Stuart Schube (Director)

/s/ Donald Waite                             /s/ John Sprague
Donald Waite (Director)                      John Sprague (Director)

*By:  /S/ John E. Trewin
      John E. Trewin
      Attorney-in-fact
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 January 23, 1998.

                                   CALIFORNIA MICRO DEVICES CORPORATION

                                   By:  /S. Scott Hover-Smoot
                                   Scott Hover-Smoot 
                                   Secretary and General Counsel

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 January 23, 1998.

/S. Jeffrey C. Kalb                             /S/Scott Hover-Smoot
Jeffrey C. Kalb, (President, Chief              Scott Hover-Smoot (Secretary 
Executive Officer and Principal Executive       and General Counsel)
Officer and Director)

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 January 23, 1998.

/s/ Wade Meyercord
Wade Meyercord (Chairman)

/s/ Angel Jordan                             /s/ Stuart Schube
Angel Jordan (Director)                      Stuart Schube (Director)

/s/ Donald Waite                             /s/ John Sprague
Donald Waite (Director)                      John Sprague (Director)

*By: /S/Scott Hover-Smoot
        Scott Hover-Smoot
        Attorney-in-fact
INDEX TO EXHIBITS

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

23.1     Consent of Ernst & Young LLP

24       Powers of Attorney.

99.1     1995 Stock Option Plan - Amended As Of July 26, 1996 and July 18, 1997.

99.2     1995 Non-Employee Directors' Stock Option Plan - Amended As Of 
         July 26, 1996 and July 18, 1997.

99.3     1995 Employee Stock Purchase Plan - Amended As Of July 18, 1997.
EXHIBIT 5.1

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

                                             January 23, 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 January 23, 1998 in connection with the 
registration under the Securities Act of 1933, as amended, of an aggregate of 
450,000 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,

                                            By:  /S. Scott Hover-Smoot
                                                 Scott Hover-Smoot 
                                                 Secretary and General Counsel
EXHIBIT 23.1

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 and July 18, 1997, (b) the 1995 Non-Employee Directors' Stock Option
Plan - Amended As Of July 26, 1996 and July 18, 1997, and (c) the 1995 
Employee Stock Purchase Plan - Amended As Of July 18, 1997 of California 
Micro Devices Corporation of our report dated April 29, 1997, 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, 1997, filed with the Securities and Exchange Commission.

                                           /s/ ERNST & YOUNG LLP

San Jose, California
January 23, 1998
EXHIBIT 24.1

                                 POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that the undersigned, Jeffrey C. Kalb does 
hereby make, constitute and appoint 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 440,000 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 February 28, 1998.

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

                                              /s/ Jeffrey C. Kalb
                                                  Jeffrey C. Kalb

Dated:  January 23, 1998
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 440,000 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 February 28, 1998.

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

                                                      /s/ Wade Meyercord
                                                      Wade Meyercord

Dated:  January 23, 1998
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 440,000 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 February 28, 1998.

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

                                                      /s/ Angel G. Jordan 
                                                     Angel G. Jordan

Dated:  January 23, 1998
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 440,000 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 February 28, 1998.

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

                                                /s/ Donald Waite	
                                                Donald Waite

Dated:  January 23, 1998
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 440,000 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 February 28, 1998.

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

                                                /s/ Stuart Schube
                                                Stuart Schube

Dated:  January 23, 1998
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 440,000 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 February 28, 1998.

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

                                                /s/ John Sprague
                                               John Sprague

Dated:  January 23, 1998
POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that the undersigned, John E. Trewin does 
hereby make, constitute and appoint Jeffrey C. Kalb 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 an Officer 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 440,000 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 February 28, 1998.

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

                                                /s/ John E. Trewin
                                                John E. Trewin

Dated:  January 23, 1998
EXHIBIT 99.1

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

                         CALIFORNIA MICRO DEVICES CORPORATION

                              1995 STOCK OPTION PLAN
                   AMENDED AS OF JULY 26, 1996 AND JULY 18, 1997

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 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 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;

       (v)   to prescribe, amend, and rescind rules and regulations relating to 
             the Plan;

      (vi)   to determine the terms and provisions of each Option granted and, 
             with the consent of the holder thereof, modify or amend each 
             Option;

     (vii)   to accelerate or defer, with the consent of the Optionee, the 
             exercise date of any Option;

    (viii)   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;

      (ix)   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

       (x)   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.

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 Three Hundred Seventy 
Thousand (2,370,000), 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.
(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 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 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.

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:

     (i)  Increase the number of Shares subject to the Plan, other than any 
          increase pursuant to Section 9;

    (ii)  Materially modify the requirements as to eligibility for participation
          in the Plan;

   (iii)  Materially increase the benefits accruing to Optionees under the Plan;

    (iv)  Extend the term of the Plan; or

     (v)  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.

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.
EXHIBIT 99.2

                   1995 Non-Employee Directors' Stock Option Plan
                    Amended As Of July 26, 1996 And July 18, 1997

                         CALIFORNIA MICRO DEVICES CORPORATION

                     1995 NON-EMPLOYEE DIRECTORS' STOCK OPTION PLAN
                      AMENDED AS OF JULY 26, 1996 AND JULY 18, 1997

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.

       (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 Twenty Thousand 
(220,000) 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 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 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.

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.

       (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 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.

                                   Exhibit 99.3

             1995 Employee Stock Purchase Plan - Amended As Of July 18, 1997.

                         CALIFORNIA MICRO DEVICES CORPORATION

               1995 EMPLOYEE STOCK PURCHASE PLAN AS AMENDED JULY 18, 1997

1.     PURPOSE.
       --------
       The purpose of this Plan is to provide an opportunity for Employees of 
alifornia 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.  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:

            (1)   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);

            (2)   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

            (3)   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 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 300,000 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.

       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.

      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 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.