U.S. SECURITIES AND EXCHANGE COMMISSION

                        Washington, DC 20549


                          Form 8-K
                       CURRENT REPORT



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


      Date of Report (Date of earliest event reported):  October 30, 1995


                    California Micro Devices Corporation
            (Exact name of registrant as specified in its charter)



        California                  33-399-77                 94-2672609    
(State or other jurisdiction       (Commission               (IRS Employer
       of Incorporation)            File Number)           Identification No.)



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



  Registrant's telephone number, including area code:          (408)263-3214



                            Not Applicable				
        (Former name or former address, if changed since last report)







Item 5.	Information Released

     On October 30, 1995, California Micro Devices Corporation (the "Company") 
released certain information regarding the Company's history, products, and 
future direction.








SIGNATURES

     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.



Dated:  November 16, 1995     CALIFORNIA MICRO DEVICES CORPORATION


                              By:  /s/ John Trewin
                            		John Trewin
                              Vice President, and Chief Financial Officer







                      California Micro Devices  
                             OVERVIEW


I     BACKGROUND OF CALIFORNIA MICRO DEVICES (CMD)

California Micro Devices is the world's leading manufacturer of thin film 
passive circuits.  CMD was started in 1976 as a thin film on silicon 
manufacturer.  CMD continued to develop thin film technology for several 
years, but did not create substantial sales volume.  In 1980, CMD was 
acquired and funded by a venture capital financed entrepreneur.

The Company targeted the military components market and grew throughout the 
1980s in that market.  In 1986, the Company went public and has been traded 
publicly since then (Nasdaq CAMD).    CMD is headquartered at 215 Topaz 
Street, Milpitas, California, 95035, which includes the finance, 
manufacturing, research and development, and marketing and sales departments.

In 1987, CMD purchased the semiconductor operations of General Telephone and 
Electronics (GTE).  This operation is located in Tempe, Arizona, and is now 
a major manufacturing site for CMD.  This site has a Class 10 cleanroom and 
semiconductor manufacturing down to 1.25 microns.

CMD's products include arrays of resistors; resistors and capacitors; and 
resistors, capacitors and active elements such as diodes, transistors, analog
amplifiers, drivers, and moderate amounts of logic.  CMD's products do not 
require submicron technology, but do benefit from using steppers, ion 
implanters, and other advanced semiconductor equipment used in the 
manufacture of  its products.

CMD's strength is in it's Thin Film technology.  It has been developing 
proprietary technology in thin film manufacturing for many years.  Thin film
networks have many intricate processes which are required to achieve the 
performance, yield and reliability required by CMD customers.  The Company 
has developed a wealth of this technology over the last nineteen years.

In the 1980s, CMD's thin film products were purchased predominantly by the 
military market.  In the 1990s, CMD transitioned itself into the commercial 
market, and now generates very little of its revenue from military 
activities.  CMD's present customers include many major manufacturers, 
including Sun Microsystems, DSC, Motorola, Cardiac Pacemakers, Apple 
Computer, Dell Computer and Texas Instruments.

In 1994, CMD developed a relationship with Hitachi Metals, Ltd. (HML), a $4 
billion subsidiary of Hitachi Ltd.  HML invested in CMD and acquired a 10% 
equity stake and the rights to manufacture thin film products with CMD's 
technology in Japan, as well as non-exclusive sales rights worldwide.  CMD 
developed this partnership to enhance its position in Japan, where they had
little penetration of the market and to provide a second source for its 
products.

CMD has a strong presence in the USA and Southeast Asia marketplaces and the
partnership with HML is taking CMD into the Japanese marketplace.  CMD is 
exploring similar partnerships with major European companies to increase its
penetration in the European market and to further the selection of Thin Film
passives as the technology choice of the future. 

CMD achieved a revenue level of over $9.6M in the September quarter of 1995, 
and achieved a book-to-bill ratio of greater than 1.1.  CMD has performed 
well in the computer and communications markets, as well as in a few 
specialty markets.  CMD is looking to achieve growth rates comparable to the 
growth of the thin film market.  The forecasts by major market research firms
indicate that the thin film market is small compared to thick film passives,
but that the growth potential exceeds the thick film market (forecasted to be
(50% per year).



II     VALUE PROPOSITION  OF  CMD

PASSIVE COMPONENTS
Passive components have been around for a long time. Hundreds of billions of 
them are produced annually. Standard values and physical configurations were 
established many years ago, and the manufacturing equipment to handle the 
components automatically is well established.  In general, the functional 
characteristics of the current product satisfy most customers, although this
is changing, due to higher clock rates in PCs and higher RF frequencies in 
wireless communications.  An industry infrastructure for providing customized
products is established.  The costs are extremely low, and the reliability is
 satisfactory for most applications. Passive components are available on a 
worldwide basis.  The industry has, in fact, experienced substantial 
consolidation in recent years, indicating its maturity.  

It is extremely unlikely that any new technology could compete on a pure "per 
component" cost basis or on a service basis with this established 
infrastructure.  However, as thick film technology fails to keep up with the
functional requirements of newer higher performance systems, ways are found to 
absorb costs beyond those of the raw component (for example by significantly
reducing assembly costs, reliability costs, etc.), new vendors of thin film 
products can take over large segments of the market beyond the traditional 
specialty niches.

SPECIFIC VALUES ASSOCIATED WITH CMD IPECs(TM)
With these issues in mind, CMD can create a strong value proposition for 
customers?   Existing passive components, in general, seem to satisfy the 
existing needs.  So CMD is focused on providing passive component solutions 
to the leading market forces of higher performance, smaller size, and lower 
total system costs, not just component costs.

The traditional strategy for wedging into a market is to find opportunities 
that value unique characteristics of the new product; leverage the initial 
successes into higher volumes, lower costs, improved service and distribution
alternatives, and gradually expand market share.  While the percentage growth
of a new market entry can be high, it can take a very long time to obtain 
significant overall market share when attacking a pre-existing market with 
new technology (as opposed to creating a whole new market opportunity as 
personal computers did). In order to create CMD's  identity in the market and
convince the financial community that we have a truly unique opportunity, we 
must demonstrate our newness and uniqueness.  From an execution standpoint, 
we have to keep in mind that existing users of passive products think they 
are by and large satisfied with what they have.  It is up to us to demonstrate 
the reasons why these customers need our product.

An analysis of our current product line follows:

1.     FUNCTIONALITY
CMD has functional/ technical advantages with its enhanced product technology.

     Better high frequency characteristics - All passive components have 
     parasitic effects.  For instance, resistors and capacitors inherently 
     have small inductance in series with them, as well as parasitic 
     capacitance to other components.   As clock frequencies of systems 
     increase, these parasitics can dominate the characteristics of the base
     component.  CMD's thin film devices exhibit true component behavior to 
     higher frequencies than traditional thick film discretes.  This can be 
     a significant advantage for the customer in controlling system 
     characteristics and improving system performance and reliability, 
     especially in today's higher frequency systems.

     Smaller size - As a general rule, CMD products will take less space than 
     equivalent discrete solutions on a board.  Whether CMD components have a
     size advantage depends on the specific package in question, the number 
     of discrete components involved, and the competitive packaging. For 
     instance, for small numbers of components (8-16) there are very small 
     discrete devices in the "0402" package 



     that can take up less space than some equivalent CMD products.  Many 
     customers, however, do not have the equipment for handling these small 
     devices and assembly problems with them can be quite pronounced.   
     Therefore, these customers who are cramped for board space (most leading
     edge applications) and require the reduced size advantage combined with
     ease of assembly, will see this as a significant value-added benefit.

     Combined technologies - While discrete passive devices have been extremely
     well optimized over the year, they have been generally optimized as 
     separate technologies for resistors, capacitors, inductors and networks.
     The nature of thin film passive technologies is such that they can be 
     combined and integrated together without significant compromise to the 
     individual components.  In fact, their close proximity on a chip will 
     almost always produce even better combinations than through the use of 
     highly optimized discrete devices.

     Improved RF characteristics - Since the late 70's and early 80's, the 
     Federal Communications Commission (FCC) and similar international 
     organizations have required more and more controls on radio frequency 
     emissions.  Without these controls, individual electronic systems 
     interfere with each other.  Emissions originate when high frequency 
     signals operate over wires which function as antennae.  They can be 
     controlled by reducing the size of the antenna or physically containing 
     the radiation with shielding (packaging).  As a general rule, the higher
     the frequency and longer the wires, the more radiation and the greater 
     difficulty in controlling it.  The ability to combine passive components
     together to filter out such frequencies, to make them small so that they
     can be placed near mechanical radiation barriers, and to have very short
     wires (small antennae) between the components themselves, makes thin 
     film passive networks (IPECs) ideal high frequency filters.  When users 
     can properly filter radiation at its source, they can often reduce the 
     size, weight, and cost of the whole product.

     Better component matching and tracking - The matching and tracking of one 
     component vs. another is required in a variety of applications, usually 
     analog in nature.  With discrete components, users achieve these 
     characteristics by buying ultra precise components at a much higher price. 
     When components are batch fabricated on I.C. chips (as CMD's are), 
     matching and tracking between components is inherent in the process, and
     costs no more to produce.  Even loose tolerance components can be 
     matched on a given die, so that a solution can be provided at a much 
     lower cost.

     Lower noise characteristics - There are a class of applications that 
     require very low noise components of every category.  Products such as 
     instrumentation amplifiers and medical diagnostic equipment fall 
     into this category.  This is a small, traditional, and highly profitable 
     thin film business segment.

     Better temperature coefficients - There are applications which require 
     very low drift characteristics of passive components with temperature.
     These are usually applications that require calibration of an instrument
     with the assurance that it will not drift with temperature or time.  
     Instrumentation applications most often fall in this category.  This too
     addresses a small but profitable segment of thin film business.

     Presently, CMD boasts functional advantages of frequency, size, combined
     technology and improved RF.  Historically, these advantages have not 
     been significant door openers to the large potential customers outside 
     of the military, but they have become significantly more successful in
     recent years.  These functional attributes would seem to be the best 
     focus for our technical efforts and serve as sales entry points.  
     Remaining options such as precision resistors and full custom networks 
     are interesting niche opportunities, and could be somewhat profitable, 
     but will never result in big business.

2.     SERVICE
The CMD value-added proposition in the service dimension is very different from 
that of the traditional passive vendors.  As noted before, the traditional 
passives business is broad based, dealing in huge volumes.  In lieu of the 
that size-conferred system, we must carefully match our capabilities with 




customer requirements.  It is better for CMD to address each service issue 
directly so that the solution that each customer requires can be provided.  
The following represent the current differences:

     Availability     Passive components have been around for a long time.  
     They are used in enormous volumes, stocked in a wide variety of values 
     and physical configurations, and thereby available from most 
     distributors around the world.  Our IPECs are not yet that widely used.  
     They are stocked in fewer places and in limited values and 
     configurations.  This is something we have to counteract by planning the 
     customer's needs and making arrangements with the local distributors when
     appropriate.

     Alternate Sources     The lack of an alternate manufacturing source for 
     our products and technologies is seen negatively from the customer's 
     perspective.  It means additional risk, as well as the inability to 
     play multiple vendors off against each other to get a lower price.  We 
     have to sell the Company in such situations.  Sometimes management 
     visits can do much to alleviate concerns.

     Customization     Our ability to customize values, configurations, 
     tolerances, etc. is of added-value to most customers.  However, this is
     a strength that must be played cautiously as some customers react 
     negatively and incredulously to the suggestion that a Company can provide 
     a custom product without introducing unacceptable risks.

3.     QUALITY
CMD has a unique quality proposition for it's customers. Taking the simple 
quality metric of defective parts per million, CMD devices are extremely 
competitive with, if not superior to, traditional passive components.  
However, a point that often gets missed is that the higher level of 
integration of CMD devices requires the use of fewer competitive parts.  So 
at the system level, the customer will see substantially fewer defective 
parts, just because there are fewer to start with.  This can be as much as a 
factor of 20:1 - a strong value-added benefit.
 
With some thick film package types there is another dimension to the "parts 
defective" equation.  This is particularly true with the very small "0402" 
package types which provide density levels that compete with CMD's parts.  
These devices are extremely difficult to place on the PC boards.  Their 
use results in relatively high defect levels and substantial board rework 
problems.  So, when the customer goes in this direction to save space, he 
is sacrificing quality for size, something not inherent in the CMD solution.

Additionally, there it is well-documented evidence that traditional thick film 
parts suffer from failure modes such as ceramic cracking, and silver 
migration.  The high level of integration of CMD products and the absence of
these traditional reliability problems, provides even further value-added 
benefits.  There have been many instances over the years when thick film 
component manufacturers have lost control of their process parameters and the 
resulting non-delivery has shut down customers around the world.

4.     COST
CMD's cost advantage derives from its ability to eliminate costs a customer 
would normally pay for things other than the component itself.  It costs
money to procure, inventory, handle and assemble components, and repair
assembly defects.  For very cheap components, this can far exceed the cost of 
the component itself.  The best numbers we have today suggests that in the 
United States the "cost to use" of a thick film resistor assembled on a board 
is on the order of $.030 to $.035, six to eight times the cost of the raw 
component itself (exclusive of the component cost).  A $.02 capacitor ends 
up costing $.05 to $.06 when all the factors are included.  The "cost to use" 
an I.C. package is about the same, perhaps $.04 to $.06 cents for a package 
that could contain 20 to 30 components.  So while a thin film network may 
cost more at the material level, it usually represents a cost savings at the
system level.

This situation is very similar to that which existed in the I.C. 
business in the late 60's.  The material costs of I.C.'s were 
higher than those of discrete components, but the total systems 
costs were less.  To quote a representative of Apple Computer,
one of CMD's primary customers, "We (Apple Computer) have been 




getting into network resistors in a big way.  It's a trend toward 
cost-effective technology.  When you look at the total overall cost of a 
multifunction or integrated device vs. stand-alone devices in terms of board 
real estate, pick and place, inventory, etc., the 10% price increase can be 
deemed a more competitive cost option." (Electronic Buyers' News, 9/18/95)


III	SUMMARY

CMD is positioned at the forefront of thin film technology today and is the 
industry's leading investor in ongoing thin film research and development.  
Many Fortune 100 electronic companies are already using this technology in 
high volume products.  CMD will continue to maintain its' leadership position 
in the thin film business segment, which is on its' way to becoming a major 
market factor.

(c)CMD Corp.  All rights reserved

                     California Micro Devices Corp.
                           215 Topaz Street
                          Milpitas, CA  95035
                Tel:  (408) 263-3214 ( Fax:  (408) 263-7846

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