As filed with the Securities and Exchange Commission on September 11, 2001
                                                  Registration No. _____________
================================================================================

                       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            (I.R.S. Employer
       incorporation or organization)            Identification No.)

              215 Topaz Street,
            Milpitas, California                      95035-5430
       --------------------------------    --------------------------------
            (Address of principal                     (Zip Code)
             executive offices)

      1995 Stock Option Plan - Amended as of July 26, 1996; July 18, 1997,
                August 7, 1998, August 1, 2000 and August 7, 2001
                                       and

       1995 Non-Employee Directors' Stock Option Plan - Amended as of July
      26, 1996; July 18, 1997, August 7, 1998, August 1, 2000 and August 7,
                                      2001
                                       and
                               CEO Option Program
         --------------------------------------------------------------
                             Full title of the plan

            ROBERT V. DICKINSON                          Copy to:
   President and Chief Executive Officer        STEPHEN M. WURZBURG, ESQ.
   California Micro Devices Corporation            LONNIE GOLDMAN, ESQ.
             215 Topaz Street                     Pillsbury Winthrop LLP
          Milpitas, CA 95035-5430                  2550 Hanover Street
              (408) 263-3214                       Palo Alto, CA 94304
                                                      (650) 233-4500
      --------------------------------      --------------------------------
       (Name, address and telephone
        number of agent for service)


<TABLE>
                         CALCULATION OF REGISTRATION FEE
<CAPTION>
==============================================================================================================================
                                                                         Proposed             Proposed           Amount of
              Title of Securities                    Amount To       Maximum Offering     Maximum Aggregate     Registration
              To Be Registered(1)                  Be Registered     Price Per Share      Offering Price(7)        Fee(8)
------------------------------------------------------------------------------------------------------------------------------
<S>                                                  <C>                <C>    <C>          <C>                 <C>
Common Stock                                         500,000(2)         $___.__(5)          $____________       $___________
------------------------------------------------------------------------------------------------------------------------------
Common Stock                                         70,000(3)          $___.__(5)          $____________       $___________
------------------------------------------------------------------------------------------------------------------------------
Common Stock                                         450,000(4)          $6.40(6)            $2,880,000             $720
------------------------------------------------------------------------------------------------------------------------------
  Totals                                             1,020,000           $___.__            $____________       $___________
------------------------------------------------------------------------------------------------------------------------------


<PAGE>

<FN>
(1)  The  securities  to be  registered  include  options  and rights to acquire
     Common Stock.
(2)  Constitutes  500,000  additional  shares of Common Stock issuable under the
     Company's 1995 Stock Option Plan. 3,155,000 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 4, 2000,  Registration No.
     333-43138;  Registration  Statement  on Form S-8,  filed  August 19,  1998,
     Registration  No.  333-61833;  Registration  Statement  on Form S-8,  filed
     January 27, 1998,  Registration No.  333-44959;  Registration  Statement on
     Form  S-8,  filed  August  15,  1996,   Registration  No.  33-10257  and  a
     Registration Statement on Form S-8 filed August 17, 1995,  Registration No.
     33-61907.
(3)  Constitutes  70,000  additional  shares of Common Stock  issuable under the
     Company's 1995 Non-Employee Directors' Stock Option Plan. 320,000 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 4, 2000,  Registration No.  333-43138;  Registration
     Statement on Form S-8, filed August 19, 1998,  Registration No.  333-61833;
     Registration  Statement on Form S-8,  filed January 27, 1998,  Registration
     No. 333-44959;  Registration  Statement on Form S-8, filed August 15, 1996,
     Registration  No.  33-10257 and a Registration  Statement on Form S-8 filed
     August 17, 1995, Registration No. 33-61907.
(4)  Constitutes 450,000 shares of Common Stock issuable to Robert V. Dickinson,
     President  and Chief  Executive  Officer of the  Company,  pursuant  to the
     exercise of options granted under the Company's CEO Option Program.
(5)  Pursuant to Rule 457(c) under the  Securities  Act of 1933, as amended (the
     "Securities  Act"),  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 April 16, 2001.
(6)  Pursuant to Rule 457(h) under the  Securities  Act, based upon the price at
     which the options may be exercised.
(7)  Amount To Be Registered  multiplied by the Proposed  Maximum Offering Price
     Per Share.
(8)  Pursuant to Rule  457(h) and Section  6(b) under the  Securities  Act,  the
     Proposed Maximum  Aggregate  Offering Price multiplied by the rate equal to
     $250 per $1,000,000.

                           ---------------------------
</FN>
</TABLE>

The Registration Statement shall become effective upon filing in accordance with
Rule 462 under the Securities Act.

<PAGE>

                                     PART I

Item 1.  Plan Information.*

Item 2.  Registrant Information and Employee Plan Annual Information.*

* Information required by Part I to be contained in the Section 10(a) prospectus
is omitted from this  Registration  Statement in accordance  with Rule 428 under
the Securities Act of 1933 (the "Securities Act") and the Note to Part I of Form
S-8.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

         The following documents filed by the Registrant with the Securities and
Exchange  Commission are hereby  incorporated by reference in this  Registration
Statement:

         (a) Annual Report on Form 10-K for the year ended March 31, 2001.

         (b)  Registrant's  Quarterly Report on Form 10-Q (File No. 0-15449) for
the quarter ended June 30, 2001; and  Registrant's  Current  Reports on Form 8-K
(File No. 0-15449) filed on April 17, 2001 and August 14, 2001.

         (c)  The  description  of   Registrant's   Common  Stock  contained  in
Registrant's  registration  statement on Form 8-A filed with the  Securities and
Exchange  Commission  on March 2, 1987,  including any amendment or report filed
for the purpose of updating such description.

         In addition, all documents subsequently filed by Registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934 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 a part hereof from the date of filing of such documents.

Item 4.  Description of Securities.

         Not applicable.

Item 5.  Interests of Named Experts and Counsel.

         Not applicable.

Item 6.  Indemnification of Directors and Officers.

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

Item 7.  Exemption From Registration Claimed.

         Item 7 is not applicable  with respect to securities  being  registered
under the  Company's  1995 Stock  Option Plan and 1995  Non-Employee  Directors'
Stock Option Plan.

                                       2
<PAGE>

         With respect to the securities  being registered in connection with the
CEO Option  Program,  any original  issuance of such  securities was exempt from
registration  under Section 4(2) of the Securities  Act. Grants of options under
the CEO Option  Program are made on an  isolated  and  infrequent  basis and the
securities  being  registered  underly  options  which were granted to Robert V.
Dickinson,  who is currently the President  and Chief  Executive  Officer of the
Company  and a  Director  of  the  Company.  Mr.  Dickinson  is a  sophisticated
individual and has ample access to information regarding the Company.

Item 8.  Exhibits.

         See Index to Exhibits, which list of exhibits is incorporated herein by
reference.

Item 9.  Undertakings.

         (a) The undersigned Registrant hereby undertakes:

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

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

             (ii) to reflect in the prospectus any facts or events arising after
         the effective  date of the  registration  statement (or the most recent
         post-effective  amendment  thereof)  which,   individually  or  in  the
         aggregate,  represent a fundamental change in the information set forth
         in the registration statement;

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

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

         (2) That,  for the  purpose  of  determining  any  liability  under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

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

         (b) The undersigned  registrant hereby undertakes that, for purposes of
determining  any liability  under the Securities Act of 1933, each filing of the
Registrant's  annual  report  pursuant to Section  13(a) or Section 15(d) of the
Securities  Exchange  Act of 1934  (and,  where  applicable,  each  filing of an
employee  benefit  plan's  annual  report  pursuant  to  Section  15(d)  of  the
Securities  Exchange  Act of 1934)  that is  incorporated  by  reference  in the
registration  statement  shall  be  deemed  to be a new  registration  statement
relating to the securities offered therein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

         (c)  Insofar  as  indemnification  for  liabilities  arising  under the
Securities Act of 1933 may be permitted to directors,  officers and  controlling
persons of the registrant  pursuant to the foregoing  provisions,  or otherwise,
the  registrant  has been  advised  that in the  opinion of the  Securities  and
Exchange  Commission such  indemnification is against public policy as expressed
in the Act and is,  therefore,  unenforceable.  In the  event  that a claim  for
indemnification  against  such  liabilities  (other  than  the  payment  by  the
registrant of expenses  incurred or paid by a director,  officer or  controlling
person of the  registrant  in the  successful  defense  of any  action,  suit or
proceeding)  is  asserted by such  director,  officer or  controlling  person in
connection with the securities being registered,  the

                                       3

<PAGE>

registrant  will,  unless in the  opinion  of its  counsel  the  matter has been
settled by controlling precedent,  submit to a court of appropriate jurisdiction
the question  whether such  indemnification  by it is against  public  policy as
expressed  in the Act and will be  governed  by the final  adjudication  of such
issue.


                                       4

<PAGE>

                                   SIGNATURES

         Pursuant  to the  requirements  of the  Securities  Act  of  1933,  the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized,  in the City of Milpitas,  State of  California,  on the 7th, day of
September, 2001.

                                        CALIFORNIA MICRO DEVICES CORPORATION


                                        By        /s/ ROBERT V. DICKINSON
                                           -------------------------------------
                                                     Robert V. Dickinson
                                           President and Chief Executive Officer

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

                 NAME                                     TITLE                               DATE
                 ----                                     -----                               ----
<S>                                       <C>                                                 <C>
     */s/ ROBERT V. DICKINSON             (Director, President and Chief
------------------------------------      Executive Officer)
         Robert V. Dickinson

        /s/ JOHN E. TREWIN                (Vice President, Chief Financial
------------------------------------      Officer and Principal Financial and
            John E. Trewin                Accounting Officer)

       */s/ JEFFREY C. KALB               (Director)
------------------------------------
           Jeffrey C. Kalb

        */s/ WADE MEYERCORD               (Director)
------------------------------------
            Wade Meyercord

      */s/ J. DANIEL MCCRANIE             (Director)
------------------------------------
          J. Daniel McCranie

         */s/ JOHN SPRAGUE                (Director)
------------------------------------
             John Sprague

         */s/ DONALD WAITE                (Director)
------------------------------------
             Donald Waite

* By:

          /s/ JOHN E. TREWIN
------------------------------------
             John E. Trewin
            Attorney-in-fact

                                       5
</TABLE>


<PAGE>

                                INDEX TO EXHIBITS

 Exhibit Number    Exhibit
----------------   -------------------------------------------------------------

     4.1           1995 Stock  Option Plan - Amended as of July 26,  1996,  July
                   18, 1997, August 7, 1998, August 1, 2000 and August 7, 2001

     4.2           1995  Non-Employee  Directors' Stock Option Plan - Amended as
                   of July 26, 1996,  July 18, 1997,  August 7, 1998,  August 1,
                   2000 and August 7, 2001

     4.3           Stock  Option  Agreement  Between  the  Company and Robert V.
                   Dickinson  dated  as  of  April  16,  2001  (incorporated  by
                   reference to Exhibit 2 to the  Registrant's  Quarterly Report
                   on Form 10-Q (File No.  0-15449)  for the Quarter  ended June
                   30, 2001)

     5.1           Opinion of Pillsbury Winthrop LLP

     23.1          Consent of Ernst & Young LLP, Independent Auditors

     23.2          Consent of Pillsbury Winthrop LLP (included in Exhibit 5.1)

     24.1          Powers of Attorney


                                       6
[{"type": "S-8", "sequence": "1", "filename": "p14347_s8.txt", "description": "FORM S-8", "secsgml_size_bytes": 18425}]
{"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": "333-69268", "film-number": "1735592"}, "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 September 11, 2001
                                                  Registration No. _____________
================================================================================

                       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            (I.R.S. Employer
       incorporation or organization)            Identification No.)

              215 Topaz Street,
            Milpitas, California                      95035-5430
       --------------------------------    --------------------------------
            (Address of principal                     (Zip Code)
             executive offices)

      1995 Stock Option Plan - Amended as of July 26, 1996; July 18, 1997,
                August 7, 1998, August 1, 2000 and August 7, 2001
                                       and

       1995 Non-Employee Directors' Stock Option Plan - Amended as of July
      26, 1996; July 18, 1997, August 7, 1998, August 1, 2000 and August 7,
                                      2001
                                       and
                               CEO Option Program
         --------------------------------------------------------------
                             Full title of the plan

            ROBERT V. DICKINSON                          Copy to:
   President and Chief Executive Officer        STEPHEN M. WURZBURG, ESQ.
   California Micro Devices Corporation            LONNIE GOLDMAN, ESQ.
             215 Topaz Street                     Pillsbury Winthrop LLP
          Milpitas, CA 95035-5430                  2550 Hanover Street
              (408) 263-3214                       Palo Alto, CA 94304
                                                      (650) 233-4500
      --------------------------------      --------------------------------
       (Name, address and telephone
        number of agent for service)

                         CALCULATION OF REGISTRATION FEE
==============================================================================================================================
                                                                         Proposed             Proposed           Amount of
              Title of Securities                    Amount To       Maximum Offering     Maximum Aggregate     Registration
              To Be Registered(1)                  Be Registered     Price Per Share      Offering Price(7)        Fee(8)
------------------------------------------------------------------------------------------------------------------------------
Common Stock                                         500,000(2)         $___.__(5)          $____________       $___________
------------------------------------------------------------------------------------------------------------------------------
Common Stock                                         70,000(3)          $___.__(5)          $____________       $___________
------------------------------------------------------------------------------------------------------------------------------
Common Stock                                         450,000(4)          $6.40(6)            $2,880,000             $720
------------------------------------------------------------------------------------------------------------------------------
  Totals                                             1,020,000           $___.__            $____________       $___________
------------------------------------------------------------------------------------------------------------------------------
(1)  The  securities  to be  registered  include  options  and rights to acquire
     Common Stock.
(2)  Constitutes  500,000  additional  shares of Common Stock issuable under the
     Company's 1995 Stock Option Plan. 3,155,000 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 4, 2000,  Registration No.
     333-43138;  Registration  Statement  on Form S-8,  filed  August 19,  1998,
     Registration  No.  333-61833;  Registration  Statement  on Form S-8,  filed
     January 27, 1998,  Registration No.  333-44959;  Registration  Statement on
     Form  S-8,  filed  August  15,  1996,   Registration  No.  33-10257  and  a
     Registration Statement on Form S-8 filed August 17, 1995,  Registration No.
     33-61907.
(3)  Constitutes  70,000  additional  shares of Common Stock  issuable under the
     Company's 1995 Non-Employee Directors' Stock Option Plan. 320,000 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 4, 2000,  Registration No.  333-43138;  Registration
     Statement on Form S-8, filed August 19, 1998,  Registration No.  333-61833;
     Registration  Statement on Form S-8,  filed January 27, 1998,  Registration
     No. 333-44959;  Registration  Statement on Form S-8, filed August 15, 1996,
     Registration  No.  33-10257 and a Registration  Statement on Form S-8 filed
     August 17, 1995, Registration No. 33-61907.
(4)  Constitutes 450,000 shares of Common Stock issuable to Robert V. Dickinson,
     President  and Chief  Executive  Officer of the  Company,  pursuant  to the
     exercise of options granted under the Company's CEO Option Program.
(5)  Pursuant to Rule 457(c) under the  Securities  Act of 1933, as amended (the
     "Securities  Act"),  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 April 16, 2001.
(6)  Pursuant to Rule 457(h) under the  Securities  Act, based upon the price at
     which the options may be exercised.
(7)  Amount To Be Registered  multiplied by the Proposed  Maximum Offering Price
     Per Share.
(8)  Pursuant to Rule  457(h) and Section  6(b) under the  Securities  Act,  the
     Proposed Maximum  Aggregate  Offering Price multiplied by the rate equal to
     $250 per $1,000,000.

                           ---------------------------
The Registration Statement shall become effective upon filing in accordance with
Rule 462 under the Securities Act.
PART I

Item 1.  Plan Information.*

Item 2.  Registrant Information and Employee Plan Annual Information.*

* Information required by Part I to be contained in the Section 10(a) prospectus
is omitted from this  Registration  Statement in accordance  with Rule 428 under
the Securities Act of 1933 (the "Securities Act") and the Note to Part I of Form
S-8.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

         The following documents filed by the Registrant with the Securities and
Exchange  Commission are hereby  incorporated by reference in this  Registration
Statement:

         (a) Annual Report on Form 10-K for the year ended March 31, 2001.

         (b)  Registrant's  Quarterly Report on Form 10-Q (File No. 0-15449) for
the quarter ended June 30, 2001; and  Registrant's  Current  Reports on Form 8-K
(File No. 0-15449) filed on April 17, 2001 and August 14, 2001.

         (c)  The  description  of   Registrant's   Common  Stock  contained  in
Registrant's  registration  statement on Form 8-A filed with the  Securities and
Exchange  Commission  on March 2, 1987,  including any amendment or report filed
for the purpose of updating such description.

         In addition, all documents subsequently filed by Registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934 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 a part hereof from the date of filing of such documents.

Item 4.  Description of Securities.

         Not applicable.

Item 5.  Interests of Named Experts and Counsel.

         Not applicable.

Item 6.  Indemnification of Directors and Officers.

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

Item 7.  Exemption From Registration Claimed.

         Item 7 is not applicable  with respect to securities  being  registered
under the  Company's  1995 Stock  Option Plan and 1995  Non-Employee  Directors'
Stock Option Plan.

                                       2
With respect to the securities  being registered in connection with the
CEO Option  Program,  any original  issuance of such  securities was exempt from
registration  under Section 4(2) of the Securities  Act. Grants of options under
the CEO Option  Program are made on an  isolated  and  infrequent  basis and the
securities  being  registered  underly  options  which were granted to Robert V.
Dickinson,  who is currently the President  and Chief  Executive  Officer of the
Company  and a  Director  of  the  Company.  Mr.  Dickinson  is a  sophisticated
individual and has ample access to information regarding the Company.

Item 8.  Exhibits.

         See Index to Exhibits, which list of exhibits is incorporated herein by
reference.

Item 9.  Undertakings.

         (a) The undersigned Registrant hereby undertakes:

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

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

             (ii) to reflect in the prospectus any facts or events arising after
         the effective  date of the  registration  statement (or the most recent
         post-effective  amendment  thereof)  which,   individually  or  in  the
         aggregate,  represent a fundamental change in the information set forth
         in the registration statement;

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

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

         (2) That,  for the  purpose  of  determining  any  liability  under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

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

         (b) The undersigned  registrant hereby undertakes that, for purposes of
determining  any liability  under the Securities Act of 1933, each filing of the
Registrant's  annual  report  pursuant to Section  13(a) or Section 15(d) of the
Securities  Exchange  Act of 1934  (and,  where  applicable,  each  filing of an
employee  benefit  plan's  annual  report  pursuant  to  Section  15(d)  of  the
Securities  Exchange  Act of 1934)  that is  incorporated  by  reference  in the
registration  statement  shall  be  deemed  to be a new  registration  statement
relating to the securities offered therein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

         (c)  Insofar  as  indemnification  for  liabilities  arising  under the
Securities Act of 1933 may be permitted to directors,  officers and  controlling
persons of the registrant  pursuant to the foregoing  provisions,  or otherwise,
the  registrant  has been  advised  that in the  opinion of the  Securities  and
Exchange  Commission such  indemnification is against public policy as expressed
in the Act and is,  therefore,  unenforceable.  In the  event  that a claim  for
indemnification  against  such  liabilities  (other  than  the  payment  by  the
registrant of expenses  incurred or paid by a director,  officer or  controlling
person of the  registrant  in the  successful  defense  of any  action,  suit or
proceeding)  is  asserted by such  director,  officer or  controlling  person in
connection with the securities being registered,  the

                                       3
registrant  will,  unless in the  opinion  of its  counsel  the  matter has been
settled by controlling precedent,  submit to a court of appropriate jurisdiction
the question  whether such  indemnification  by it is against  public  policy as
expressed  in the Act and will be  governed  by the final  adjudication  of such
issue.

                                       4
SIGNATURES

         Pursuant  to the  requirements  of the  Securities  Act  of  1933,  the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized,  in the City of Milpitas,  State of  California,  on the 7th, day of
September, 2001.

                                        CALIFORNIA MICRO DEVICES CORPORATION

                                        By        /s/ ROBERT V. DICKINSON
                                           -------------------------------------
                                                     Robert V. Dickinson
                                           President and Chief Executive Officer

         Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
Registration  Statement  has been signed below by the  following  persons in the
capacities and on the dates indicated.
NAME                                     TITLE                               DATE
                 ----                                     -----                               ----
*/s/ ROBERT V. DICKINSON             (Director, President and Chief
------------------------------------      Executive Officer)
         Robert V. Dickinson

        /s/ JOHN E. TREWIN                (Vice President, Chief Financial
------------------------------------      Officer and Principal Financial and
            John E. Trewin                Accounting Officer)

       */s/ JEFFREY C. KALB               (Director)
------------------------------------
           Jeffrey C. Kalb

        */s/ WADE MEYERCORD               (Director)
------------------------------------
            Wade Meyercord

      */s/ J. DANIEL MCCRANIE             (Director)
------------------------------------
          J. Daniel McCranie

         */s/ JOHN SPRAGUE                (Director)
------------------------------------
             John Sprague

         */s/ DONALD WAITE                (Director)
------------------------------------
             Donald Waite

* By:

          /s/ JOHN E. TREWIN
------------------------------------
             John E. Trewin
            Attorney-in-fact

                                       5
INDEX TO EXHIBITS

 Exhibit Number    Exhibit
----------------   -------------------------------------------------------------

     4.1           1995 Stock  Option Plan - Amended as of July 26,  1996,  July
                   18, 1997, August 7, 1998, August 1, 2000 and August 7, 2001

     4.2           1995  Non-Employee  Directors' Stock Option Plan - Amended as
                   of July 26, 1996,  July 18, 1997,  August 7, 1998,  August 1,
                   2000 and August 7, 2001

     4.3           Stock  Option  Agreement  Between  the  Company and Robert V.
                   Dickinson  dated  as  of  April  16,  2001  (incorporated  by
                   reference to Exhibit 2 to the  Registrant's  Quarterly Report
                   on Form 10-Q (File No.  0-15449)  for the Quarter  ended June
                   30, 2001)

     5.1           Opinion of Pillsbury Winthrop LLP

     23.1          Consent of Ernst & Young LLP, Independent Auditors

     23.2          Consent of Pillsbury Winthrop LLP (included in Exhibit 5.1)

     24.1          Powers of Attorney

                                       6