As filed with the Securities and Exchange Commission on May 15, 2002

                                                  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)

                             VP Sales Option Program
                                       and
               VP Finance & Administration and CFO Option Program
                                       and
                             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
   --------------------------------------------------------------------------
                             Full title of the plans

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

                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
==============================================================================================================================
                                                     Amount To           Proposed             Proposed           Amount of
              Title of Securities                        Be          Maximum Offering     Maximum Aggregate     Registration
              To Be Registered(1)                  Registered(2)     Price Per Share       Offering Price           Fee
------------------------------------------------------------------------------------------------------------------------------
<S>                                                    <C>               <C>                  <C>                  <C>
Common Stock: To be issued under the VP Sales
Option Program                                        100,000            $4.30(5)             $430,000             $39.56
------------------------------------------------------------------------------------------------------------------------------
Common Stock: To be issued under the VP
Finance & Administration and CFO Option Program       100,000            $5.02(5)             $502,000             $46.18
------------------------------------------------------------------------------------------------------------------------------
Common Stock: To be issued under the 1995
Stock Option Plan, Amended as of July 26,
1996, July 18, 1997, August 7, 1998, August 1,
2000, and August 7, 2001                              500,000(3)         $5.20(6)            $2,600,000            $239.20
------------------------------------------------------------------------------------------------------------------------------
Common Stock: To be issued under the 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                                         70,000(4)         $5.20(6)             $364,000             $33.49
------------------------------------------------------------------------------------------------------------------------------
Total Registration Fee                                  N/A                N/A                   N/A               $358.43
------------------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>

(1)  The  securities  to be  registered  include  options  and rights to acquire
     Common Stock.

(2)  Pursuant  to Rule  416(a)  under the  Securities  Act of 1933,  as  amended
     ("Securities Act"), this registration  statement also covers any additional
     securities  that may be  offered  or  issued in  connection  with any stock
     split, stock dividend,  recapitalization  or any other similar  transaction
     effected without the receipt of consideration, which results in an increase
     in the number of the Registrant's outstanding shares of Common Stock.

(3)  Constitutes  500,000  additional  shares of Common Stock issuable under the
     1995 Stock Option Plan. 3,155,000 shares of Common Stock issuable under the
     1995  Stock  Option  Plan  were  previously  registered  on  the  following
     Registration  Statements:  Form S-8, filed August 4, 2000, Registration No.
     333-43138;  Form S-8, filed August 19, 1998,  Registration  No.  333-61833;
     Form S-8, filed January 27, 1998,  Registration  No.  333-44959;  Form S-8,
     filed  August 15,  1996,  Registration  No.  033-10257;  and Form S-8 filed
     August 17, 1995, Registration No. 033-61907.

(4)  Constitutes  70,000  additional  shares of Common Stock  issuable under the
     1995  Non-Employee  Directors' Stock Option Plan.  320,000 shares of Common
     Stock issuable  under the 1995  Non-Employee  Directors'  Stock Option Plan
     were previously registered on the following Registration  Statements:  Form
     S-8,  filed August 4, 2000,  Registration  No.  333-43138;  Form S-8, filed
     August 19, 1998,  Registration No.  333-61833;  Form S-8, filed January 27,
     1998,  Registration  No.  333-44959;  Form  S-8,  filed  August  15,  1996,
     Registration   No.   033-10257;   and  Form  S-8  filed  August  17,  1995,
     Registration No. 033-61907.

(5)  Calculated pursuant to Rule 457(h) under the Securities Act, based upon the
     price at which the options may be exercised.

(6)  Estimated  pursuant to Rule 457(h) under the  Securities Act solely for the
     purposes of calculating the registration fee, based upon the average of the
     high and low sales  prices of the  Registrant's  Common Stock on the Nasdaq
     National Market on May 10, 2002.


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

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


<PAGE>


                                     PART I

                INFORMATION REQUIRED IN SECTION 10(a) PROSPECTUS

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 the
Note to Part I of Form S-8 and with Rule 428 under the  Securities  Act of 1933,
as amended ("Securities Act").

                                     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  ("Commission") are hereby incorporated by reference in this
Registration Statement:

         (a) Annual  Report on Form 10-K for the year ended March 31, 2001 filed
on June 21, 2001.

         (b) The  Registrant's  Quarterly  Reports on Form 10-Q for the  quarter
ended June 30, 2001 filed on August 14, 2001,  for the quarter  ended  September
30, 2001 filed on November 14, 2001 and for the quarter ended  December 31, 2001
filed on February 14, 2002.

         (c) The  Registrant's  Current  Reports  on Form 8-K filed on April 17,
2001, August 14, 2001,  September 26, 2001,  November 5, 2001, December 5, 2001,
January 7, 2002 and January 24, 2002.

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

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

         In  addition,  all  documents  subsequently  filed  by  the  Registrant
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act 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

                                       1
<PAGE>

liabilities  (including  reimbursement for expenses  incurred) arising under the
Securities Act. Article V of the Registrant's  Articles of Incorporation  and an
amendment  to the  Registrant's  Bylaws  effective  January 21, 1987 provide for
indemnification  of the 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.

         Any original  issuance of  securities  issued under the VP Sales Option
Program was exempt from  registration  under Section 4(2) of the Securities Act.
Grants of options under the VP Sales Option  Program are made on an isolated and
infrequent basis and the securities being registered  underly options which were
granted to David E.  Witkowski,  who is currently the Vice President of Sales of
the Company. Mr. Witkowski is a sophisticated individual and has ample access to
information regarding the Company.

         Any  original  issuance  of  securities  issued  under the VP Finance &
Administration and CFO Option Program was exempt from registration under Section
4(2)  of  the  Securities  Act.  Grants  of  options  under  the  VP  Finance  &
Administration  and CFO Option  Program are made on an isolated  and  infrequent
basis and the securities being registered  underly options which were granted to
Kenneth E.  Thornbrugh,  who is  currently  the Vice  President  of Finance  and
Administration  and Chief Financial Officer of the Company.  Mr. Thornbrugh 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;

                           (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, 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,  each  filing  of  the
Registrant's  annual  report  pursuant to Section  13(a) or Section 15(d) of the
Exchange Act (and, where  applicable,  each filing of an employee benefit plan's
annual report pursuant to

                                       2

<PAGE>

Section  15(d) of the  Exchange  Act) that is  incorporated  by reference in the
registration  statement  shall  be  deemed  to be a new  registration  statement
relating to the securities offered therein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

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

                                       3

<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 13th day of
May, 2002.

                                       CALIFORNIA MICRO DEVICES CORPORATION


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


                                POWER OF ATTORNEY

         KNOW  ALL MEN BY THESE  PRESENTS,  that  each  person  whose  signature
appears below does hereby make,  constitute  and appoint Robert V. Dickinson and
Kenneth E. Thornbrugh,  and each of them, his true and lawful  attorneys-in-fact
and agents, each with full power of substitution and resubstitution, for him and
in his name,  place and stead,  in any and all  capacities,  to sign any and all
amendments, including post-effective amendments, to this Registration Statement,
and to file the same,  with exhibits  thereto and other  documents in connection
therewith,  with the  Securities  and  Exchange  Commission  granting  unto said
attorneys-in-fact  and agents,  and each of them, full power and authority to do
and perform each and every act and thing  requisite and necessary to be done, as
fully to all  intents  and  purposes  as he might or could do in person,  hereby
ratifying and confirming all that each of said  attorneys-in-fact and agents, or
his substitute or substitutes, may do or cause to be done by virtue hereof.

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

                     Name                                        Title                       Date
                     ----                                        -----                       ----

<S>                                              <C>                                     <C>
          /s/ ROBERT V. DICKINSON                Director, President and Chief           May 13, 2002
-------------------------------------------
             Robert V. Dickinson                 Executive Officer (Principal
                                                 Executive Officer)

         /s/ KENNETH E. THORNBRUGH               Vice President Finance and              May 13, 2002
-------------------------------------------
            Kenneth E. Thornbrugh                Administration and Chief Financial
                                                 Officer (Principal Financial and
                                                 Accounting Officer)

            /s/ JEFFREY C. KALB                  Director                                May 13, 2002
-------------------------------------------
               Jeffrey C. Kalb

            /s/ WADE MEYERCORD                   Director                                May 13, 2002
-------------------------------------------
                Wade Meyercord

          /s/ J. DANIEL McCRANIE                 Director                                May 13, 2002
-------------------------------------------
              J. Daniel McCranie

            /s/ JOHN L. SPRAGUE                  Director                                May 13, 2002
-------------------------------------------
               John L. Sprague

            /s/ DONALD L. WAITE                  Director                                May 13, 2002
-------------------------------------------
               Donald L. Waite
</TABLE>


                                       4
<PAGE>

                                INDEX TO EXHIBITS

  Exhibit Number        Exhibit
  -------------         --------------------------------------------------------
     4.1                1995 Employee 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

     4.4                Non-Qualified  Stock Option Agreement by and between the
                        Company and David E. Witkowski dated as of September 17,
                        2001 (the "VP Sales Option Program")

     4.5                Non-Qualified  Stock Option Agreement by and between the
                        Company  and Kenneth E.  Thornbrugh  dated as of January
                        24,  2002  (the "VP  Finance  &  Administration  and CFO
                        Option Program")

     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 (see page 4)


                                       5
[{"type": "S-8", "sequence": "1", "filename": "p15446_s8.txt", "description": "REGISTRATION STATEMENT", "secsgml_size_bytes": 21584}]
{"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": "333-88250", "film-number": "02648321"}, "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 May 15, 2002

                                                  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)

                             VP Sales Option Program
                                       and
               VP Finance & Administration and CFO Option Program
                                       and
                             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
   --------------------------------------------------------------------------
                             Full title of the plans

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

                         CALCULATION OF REGISTRATION FEE
==============================================================================================================================
                                                     Amount To           Proposed             Proposed           Amount of
              Title of Securities                        Be          Maximum Offering     Maximum Aggregate     Registration
              To Be Registered(1)                  Registered(2)     Price Per Share       Offering Price           Fee
------------------------------------------------------------------------------------------------------------------------------
Common Stock: To be issued under the VP Sales
Option Program                                        100,000            $4.30(5)             $430,000             $39.56
------------------------------------------------------------------------------------------------------------------------------
Common Stock: To be issued under the VP
Finance & Administration and CFO Option Program       100,000            $5.02(5)             $502,000             $46.18
------------------------------------------------------------------------------------------------------------------------------
Common Stock: To be issued under the 1995
Stock Option Plan, Amended as of July 26,
1996, July 18, 1997, August 7, 1998, August 1,
2000, and August 7, 2001                              500,000(3)         $5.20(6)            $2,600,000            $239.20
------------------------------------------------------------------------------------------------------------------------------
Common Stock: To be issued under the 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                                         70,000(4)         $5.20(6)             $364,000             $33.49
------------------------------------------------------------------------------------------------------------------------------
Total Registration Fee                                  N/A                N/A                   N/A               $358.43
------------------------------------------------------------------------------------------------------------------------------
(1)  The  securities  to be  registered  include  options  and rights to acquire
     Common Stock.

(2)  Pursuant  to Rule  416(a)  under the  Securities  Act of 1933,  as  amended
     ("Securities Act"), this registration  statement also covers any additional
     securities  that may be  offered  or  issued in  connection  with any stock
     split, stock dividend,  recapitalization  or any other similar  transaction
     effected without the receipt of consideration, which results in an increase
     in the number of the Registrant's outstanding shares of Common Stock.

(3)  Constitutes  500,000  additional  shares of Common Stock issuable under the
     1995 Stock Option Plan. 3,155,000 shares of Common Stock issuable under the
     1995  Stock  Option  Plan  were  previously  registered  on  the  following
     Registration  Statements:  Form S-8, filed August 4, 2000, Registration No.
     333-43138;  Form S-8, filed August 19, 1998,  Registration  No.  333-61833;
     Form S-8, filed January 27, 1998,  Registration  No.  333-44959;  Form S-8,
     filed  August 15,  1996,  Registration  No.  033-10257;  and Form S-8 filed
     August 17, 1995, Registration No. 033-61907.

(4)  Constitutes  70,000  additional  shares of Common Stock  issuable under the
     1995  Non-Employee  Directors' Stock Option Plan.  320,000 shares of Common
     Stock issuable  under the 1995  Non-Employee  Directors'  Stock Option Plan
     were previously registered on the following Registration  Statements:  Form
     S-8,  filed August 4, 2000,  Registration  No.  333-43138;  Form S-8, filed
     August 19, 1998,  Registration No.  333-61833;  Form S-8, filed January 27,
     1998,  Registration  No.  333-44959;  Form  S-8,  filed  August  15,  1996,
     Registration   No.   033-10257;   and  Form  S-8  filed  August  17,  1995,
     Registration No. 033-61907.

(5)  Calculated pursuant to Rule 457(h) under the Securities Act, based upon the
     price at which the options may be exercised.

(6)  Estimated  pursuant to Rule 457(h) under the  Securities Act solely for the
     purposes of calculating the registration fee, based upon the average of the
     high and low sales  prices of the  Registrant's  Common Stock on the Nasdaq
     National Market on May 10, 2002.

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

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

                INFORMATION REQUIRED IN SECTION 10(a) PROSPECTUS

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 the
Note to Part I of Form S-8 and with Rule 428 under the  Securities  Act of 1933,
as amended ("Securities Act").

                                     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  ("Commission") are hereby incorporated by reference in this
Registration Statement:

         (a) Annual  Report on Form 10-K for the year ended March 31, 2001 filed
on June 21, 2001.

         (b) The  Registrant's  Quarterly  Reports on Form 10-Q for the  quarter
ended June 30, 2001 filed on August 14, 2001,  for the quarter  ended  September
30, 2001 filed on November 14, 2001 and for the quarter ended  December 31, 2001
filed on February 14, 2002.

         (c) The  Registrant's  Current  Reports  on Form 8-K filed on April 17,
2001, August 14, 2001,  September 26, 2001,  November 5, 2001, December 5, 2001,
January 7, 2002 and January 24, 2002.

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

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

         In  addition,  all  documents  subsequently  filed  by  the  Registrant
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act 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

                                       1
liabilities  (including  reimbursement for expenses  incurred) arising under the
Securities Act. Article V of the Registrant's  Articles of Incorporation  and an
amendment  to the  Registrant's  Bylaws  effective  January 21, 1987 provide for
indemnification  of the 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.

         Any original  issuance of  securities  issued under the VP Sales Option
Program was exempt from  registration  under Section 4(2) of the Securities Act.
Grants of options under the VP Sales Option  Program are made on an isolated and
infrequent basis and the securities being registered  underly options which were
granted to David E.  Witkowski,  who is currently the Vice President of Sales of
the Company. Mr. Witkowski is a sophisticated individual and has ample access to
information regarding the Company.

         Any  original  issuance  of  securities  issued  under the VP Finance &
Administration and CFO Option Program was exempt from registration under Section
4(2)  of  the  Securities  Act.  Grants  of  options  under  the  VP  Finance  &
Administration  and CFO Option  Program are made on an isolated  and  infrequent
basis and the securities being registered  underly options which were granted to
Kenneth E.  Thornbrugh,  who is  currently  the Vice  President  of Finance  and
Administration  and Chief Financial Officer of the Company.  Mr. Thornbrugh 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;

                           (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, 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,  each  filing  of  the
Registrant's  annual  report  pursuant to Section  13(a) or Section 15(d) of the
Exchange Act (and, where  applicable,  each filing of an employee benefit plan's
annual report pursuant to

                                       2
Section  15(d) of the  Exchange  Act) that is  incorporated  by reference in the
registration  statement  shall  be  deemed  to be a new  registration  statement
relating to the securities offered therein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

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

                                       3
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 13th day of
May, 2002.

                                       CALIFORNIA MICRO DEVICES CORPORATION

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

                                POWER OF ATTORNEY

         KNOW  ALL MEN BY THESE  PRESENTS,  that  each  person  whose  signature
appears below does hereby make,  constitute  and appoint Robert V. Dickinson and
Kenneth E. Thornbrugh,  and each of them, his true and lawful  attorneys-in-fact
and agents, each with full power of substitution and resubstitution, for him and
in his name,  place and stead,  in any and all  capacities,  to sign any and all
amendments, including post-effective amendments, to this Registration Statement,
and to file the same,  with exhibits  thereto and other  documents in connection
therewith,  with the  Securities  and  Exchange  Commission  granting  unto said
attorneys-in-fact  and agents,  and each of them, full power and authority to do
and perform each and every act and thing  requisite and necessary to be done, as
fully to all  intents  and  purposes  as he might or could do in person,  hereby
ratifying and confirming all that each of said  attorneys-in-fact and agents, or
his substitute or substitutes, may do or cause to be done by virtue hereof.

         Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
Registration  Statement  has been signed below by the  following  persons in the
capacities and on the dates indicated.
Name                                        Title                       Date
                     ----                                        -----                       ----
/s/ ROBERT V. DICKINSON                Director, President and Chief           May 13, 2002
-------------------------------------------
             Robert V. Dickinson                 Executive Officer (Principal
                                                 Executive Officer)

         /s/ KENNETH E. THORNBRUGH               Vice President Finance and              May 13, 2002
-------------------------------------------
            Kenneth E. Thornbrugh                Administration and Chief Financial
                                                 Officer (Principal Financial and
                                                 Accounting Officer)

            /s/ JEFFREY C. KALB                  Director                                May 13, 2002
-------------------------------------------
               Jeffrey C. Kalb

            /s/ WADE MEYERCORD                   Director                                May 13, 2002
-------------------------------------------
                Wade Meyercord

          /s/ J. DANIEL McCRANIE                 Director                                May 13, 2002
-------------------------------------------
              J. Daniel McCranie

            /s/ JOHN L. SPRAGUE                  Director                                May 13, 2002
-------------------------------------------
               John L. Sprague

            /s/ DONALD L. WAITE                  Director                                May 13, 2002
-------------------------------------------
               Donald L. Waite
4
INDEX TO EXHIBITS

  Exhibit Number        Exhibit
  -------------         --------------------------------------------------------
     4.1                1995 Employee 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

     4.4                Non-Qualified  Stock Option Agreement by and between the
                        Company and David E. Witkowski dated as of September 17,
                        2001 (the "VP Sales Option Program")

     4.5                Non-Qualified  Stock Option Agreement by and between the
                        Company  and Kenneth E.  Thornbrugh  dated as of January
                        24,  2002  (the "VP  Finance  &  Administration  and CFO
                        Option Program")

     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 (see page 4)

                                       5