SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C.   20549

                                       FORM 8-K

                  Current Report Pursuant to Section 13 or 15(d) of
                         the Securities Exchange Act of 1934


                                    March 1, 1998
                   Date of Report (Date of earliest event reported)


                              CALIFORNIA MICROWAVE, INC.
                (Exact name of registrant as specified in its charter)


              Delaware              0-7428              94-1668412
              (State or other       (Commission        (IRS Employer
              jurisdiction of       File Number)     Identification No.)
              incorporation)

                 1143 Borregas Avenue, Sunnyvale, California   94089
                 (Address of principal executive offices) (Zip Code)

          (Registrant's telephone number, including are code):408/732-4000



















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          Item 5.  Other Events.

                  California Microwave, Inc. entered into an agreement,
          dated as of March 1, 1988, with Tadiran Ltd. to sell its
          Microwave Networks division for $35 million in cash.  On February
          12, 1998, California Microwave announced that it had completed
          the sale of its STS division for $27 million in cash.  At June
          30, 1997, the Company provided $8.4 million, after tax, for loss
          on disposal of these to-be-discontinued businesses.  Based upon
          the current expected proceeds from the divestiture of these
          businesses, and upon the losses incurred and to be incurred by
          the businesses prior to divestiture, the Company estimates that
          an additional provision in the range of $12 to $12.5 million,
          after tax, or $.73 to $.76 per share, will be provided for loss
          on disposal of discontinued businesses in the quarter ending
          March 31, 1998.  Final accounting for these divestitures is
          subject to completion of the divestiture process.  The closing of
          the transaction is subject to certain conditions, including the
          obtaining of any required regulatory approvals.


                                      SIGNATURE

                  Pursuant to the requirements of the Securities Exchange
          Act of 1934, the Registrant has duly caused this report to be
          signed on its behalf by the undersigned hereunto duly authorized.

                                  CALIFORNIA MICROWAVE, INC.
                                     (Registrant)


                                  By: /s/ George L. Spillane
                                     _________________________________
                                     Name:    George L. Spillane
                                     Title:   Vice President and 
                                                Secretary

          Dated:  March 3, 1998














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