<PAGE>   1
                                    FORM 10-K
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D. C. 20549

(Mark One)

[X]   ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
      EXCHANGE ACT OF 1934

For the fiscal year ended June 30, 1998.

                                       OR

[ ]   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
      EXCHANGE ACT OF 1934.

For the transition period __________________ to __________________


                         Commission File Number 0-07428

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

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

           Delaware                                              94-1668412
(State or other jurisdiction of                              (I.R.S. Employer
 incorporation or organization)                              Identification No.)

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

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

SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:

                          Common Stock, $.10 par value
                                (Title of Class)

     Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. YES [X]   NO

     Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [X]

     The aggregate market value of the voting stock held by nonaffiliates of the
registrant was approximately $154,881,382 as of September 4, 1998.

     Indicate the number of shares outstanding of the issuer's common stock, as
of the latest practicable date: On September 4, 1998, there were 15,034,269
shares of common stock outstanding.

                       DOCUMENTS INCORPORATED BY REFERENCE

(1)  Portions of the registrant's Annual Report to Shareholders for fiscal year
     ended June 30, 1998. (Part II of Form 10-K)

(2)  Portions of definitive proxy statement filed with Securities and Exchange
     Commission relating to the registrant's 1998 Annual Meeting of
     Shareholders. (Part III of Form 10-K)


<PAGE>   2

ITEM 1.  BUSINESS

General

     California Microwave, Inc. (the "Company") designs, manufactures and
markets sophisticated systems, products and services used worldwide in satellite
and wireless communications for the transmission of data, including Internet
protocol data, video and voice. The Company applies its expertise in microwave
radio and digital signal processing technologies to: satellite ground equipment,
microwave radios for wireless communications, and information collection and
communications systems. Users of the Company's products and services include
private networks, broadcast and cable television operators, utilities and other
major corporations, and municipal, state and national governments.

     In June 1997, the Company announced its plans to divest its Microwave
Networks Division ("MN") and its Satellite Transmission Systems Division ("STS")
and the financial statements of the Company were restated to reflect the
accounts of MN and STS as discontinued operations. The sale of STS to L-3
Communications Corporation in exchange for $27 million in cash was completed on
February 5, 1998, and the sale of MN to Tadiran, Ltd. in exchange for $31.5
million in cash was completed on April 21, 1998. The post-closing procedure
agreed to in connection with the sale of STS to L-3 Communications Corporation
and the post-closing procedure agreed to in connection with the sale of MN to
Tadiran Ltd. have not been completed.

     In April 1998, the Company announced the reorganization of the Company into
three divisions: the Satellite Communications Division, consisting of EF Data,
based in Tempe, Arizona; the Terrestrial Wireless Division, consisting of
Microwave Data Systems, based in Rochester, New York and Microwave Radio
Communications, based in Chelmsford, Massachusetts; and the Government Division,
consisting of the Government Electronics Division, based in Woodland Hills,
California and the Airborne Systems Integration Division, based in Belcamp,
Maryland. It also announced its decision to adopt segment reporting for those
divisions and its intention to sell its Services Division, based in Sunnyvale,
California. In May 1998, the Company sold the Services Division to Telscape
International, Inc. in exchange for $8.2 million in cash; the post-closing
procedure in connection with that transaction has not been completed.

     On February 5, 1998, the Company announced its intention to purchase, in
the open market, up to three million shares of its common stock, approximately
18% of the total shares then outstanding, over the next six to twelve months,
contingent upon continued favorable market conditions and available cash flow.
At June 30, 1998, approximately one million six hundred thousand shares of
common stock had been repurchased pursuant to that plan.

     In April 1998, the Company announced its new strategy, focused on
commercial business, which includes the expectation to divest its Government
Division, with timing targeted for 1999.

Information Regarding Forward Looking Statements

     The Private Securities Litigation Reform Act of 1995 (the "Act") provides
companies with a "safe harbor" when making forward-looking statements.
Statements of the Company that are not historical facts, including statements
about management's expectations for fiscal year 1999 and beyond, are forward
looking statements and involve certain risks and uncertainties. Factors that
could cause the Company's actual results to differ materially from management's
projections, forecasts, estimates and expectations include, but are not limited
to, the following:

     (a)  The timing of receipt of significant orders and of deliveries of new
          and existing products and systems;

     (b)  Fluctuating market demand, price competition and new product
          introductions by competitors and the ability to develop and introduce
          competitive products and bring them to market in a timely manner;

     (c)  Cost overruns and contract terminations or adjustments;

     (d)  With regard to international sales, fluctuations in foreign currency
          exchange rates, the availability of suitable export financing,
          political instability and the ability to retain stable and experienced
          in-country partners to provide sales and support services;

     (e)  The timing of and proceeds realized from the expected divestiture of
          the Government Division and the results of the post-closing procedures
          relating to the STS, MN and Services Division divestitures;

     (f)  The availability of quality components and subsystems used by the
          Company in its products and the dependence upon subcontractors to
          manufacture and deliver certain items in a timely and satisfactory
          manner;

     (g)  The limitation on the ability to reduce inventory and expenses if
          forecasts and demand are not realized;

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     (h)  The risk of nonpayment of accounts receivable arising out of customer
          dissatisfaction or insolvency;

     (i)  The reliance of certain of the Company's operations upon major orders
          from a small number of customers;

     (j)  Changes in industry or general economic conditions;

     (k)  The Company's success in implementing its strategic plan.


Telecommunications Industry Overview

     Telecommunications Market. The demand for improved telecommunications is
increasing worldwide as emerging economies seek to modernize, as increasingly
information-intensive developed and developing countries introduce new
telecommunications services and as the spread of the Internet has accelerated
and expanded. The telecommunications industry has expanded rapidly during the
last decade, principally due to technological advances and regulatory changes in
the United States and internationally. Advances in technology have lowered
per-unit communications costs, increased product reliability, and encouraged a
proliferation of new and enhanced communications products and services.
Privatization, deregulation and regulatory initiatives, the assignment of radio
frequency spectrum for cellular telephone services and the transition from
analog to digital television have all enhanced competition, permitted the
opening of new markets and provided incentives for the development of new
products.

     Alternative Transmission Media. Customers for telecommunications equipment
must weigh the relative costs and advantages of the four presently available
transmission media: copper cable, fiber optic cable, satellite systems and
terrestrial microwave radio systems. Each media has certain advantages over the
others--and each suffers certain disadvantages when compared to the others.
California Microwave, Inc.'s principal focus is in the satellite and terrestrial
microwave areas.

     o    Satellite systems are often a preferred medium for transmitting to a
          large geographical or multipoint area. These systems, which use
          microwave technology, are well suited for rapid introduction of
          service in remote areas or where terrestrial alternatives are
          unavailable, such as mobile, shipboard or military applications.
          Satellite systems require a sizeable initial capital investment by
          service providers to build and launch one or more satellites. Once the
          satellites are in orbit, however, there are substantial incentives to
          use this capacity, which typically requires continued investment in
          satellite earth stations.

     o    Terrestrial microwave radio systems can be quickly and easily
          installed, require relatively low initial capital investment and can
          be upgraded and expanded over time. There are a wide variety of
          microwave radios offering different frequencies, modulation techniques
          (analog or digital), and transmission capacities. However, microwave
          radio applications typically require government licensing and
          frequency coordination in order to prevent signal interference among
          various users, and require a line of sight between the transmitting
          and receiving antennas. Unavailability of sufficient frequency
          spectrum has historically inhibited sales in developed countries,
          although this constraint is being alleviated by the actions of various
          governments and the availability of radios that do not require
          governmental licensing prior to use.

         Rarely is a complete communications system based solely on one of these
media. Transmission is normally routed through a combination of media, each
employed where it fits most cost-effectively within the communications network.
For example, a microwave radio studio-to-transmitter link used by a television
broadcaster may connect to a satellite system used to distribute programs
domestically and overseas. In addition, the various media provide routing
alternatives for the other media, as in the case of satellite backup facilities
for undersea fiber optic cables.

Strategy

     California Microwave's strategy is to apply its expertise in wireless
transmission technologies to systems and products for the satellite
communications, telecommunications radio and information collection and
communications markets. The Company works closely with existing and potential
customers to specify and develop new products and product enhancements that have
long-term growth potential. The Company considers its ability to create and
maintain long-term customer relationships an important component of its overall
strategy in each of its markets.

         California Microwave's mission is to provide wireless-based bandwidth
solutions to send and receive complex data,

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through the design and manufacture of capital equipment products for public and
private communications systems. The Company has concentrated its efforts on
sales of products and services for communications infrastructure rather than on
consumer terminals and equipment.

     Under the leadership of the Company's chief executive officer, the
executive team has formulated a new, integrated, long-term strategy, which will
take advantage of the Company's existing strong market positions and current and
next-generation technologies. This strategy has the following key elements:

     Global Information Technology Bandwidth Requirements. The Company believes
that the wireless telecommunications market offers numerous opportunities for
profitable growth because of the growing need for increasing bandwidth, or
carrying capacity, for digital data--a need that corresponds well with the
unique qualities of radio. In particular, continuous improvements in computing
technology create increasingly sophisticated bandwidth requirements for moving
data around the world in ways that align well with the Company's wireless
technology products and services. For instance, telecommunications
infrastructure requires ever-increasing complex data types--such as audio, video
and graphics files--for computer users. "Burst transactions," such as
point-of-sale or ATM activities, create peaks of data-transmission activity that
are well suited for multiple address satellite and terrestrial radio systems.
"Asymmetrical" and one-way data movement, common in Internet usage, create
patterns that take advantage of radio's bandwidth-on-demand capabilities. The
Company's present position as a radio-based bandwidth solutions provider is
solid, and the Company anticipates strong long-term market need for both
existing and new radio-based bandwidth solutions in the future. Those solutions
will address Internet usage, digital TV, remote data collection, and new mobile
air, sea, and terrestrial systems, as well as a host of commercial data
transmission applications for financial networks and inventory management
systems.

     Market Leaders. The Company's three divisions concentrate on satellite
communications, terrestrial wireless radio products, and information collection
and communications systems for government markets. In each category, the Company
holds a leading market share, meeting customers' special needs with
application-specific products. These market positions provide a strong base from
which to grow and improve profitability. The Company expects that each division
can deepen and broaden the niches they are serving.

     Value-Focused Operations. The Company is currently implementing near-term
managerial and operational adjustments to strengthen financial performance. The
internal focus includes the following operational issues: shortening the product
development cycle; eliminating redundant products with low customer demand;
completing fault-tolerant software applications; reducing inventories; and
filling market needs adjacent to current niches. These issues are all part of
developing internal processes that will result in high customer satisfaction.

     Single Operating Entity. California Microwave's divisions have,
historically, been highly decentralized. This organizational structure has
allowed each division to be responsive to particular markets and customers. Each
division typically maintains its own sales, marketing, product development and
manufacturing functions. The Company is shifting from that model to a "Single
Operating Entity," model where the divisions will add more strategic value to
one another, sharing critical resources and cooperatively pursuing common
markets. Each of the division presidents now reports directly to the chief
executive officer and is part of the corporate executive team. The executive
team will constantly examine a multitude of cross-divisional opportunities
relating to sales, joint product development and operational improvements.

     International Expansion. The Company's products are marketed on a worldwide
basis. International sales represented approximately 33% of total sales in the
fiscal year ended June 30, 1998. The Company believes that a majority of its
sales growth in future years will come from the international sector due to
communications infrastructure requirements in developing countries and the
growing worldwide need for wireless-based bandwidth solutions. In fiscal 1998
the Company formed an International Division, which is focusing on strategies
and channels for non-NAFTA countries.

     Leveraging Divisional Technology. The Company's products employ both analog
and digital applications of radio frequency technologies, enhanced by digital
signal processing and appropriate networking software. A key objective of the
executive team is to leverage, on a company-wide basis, divisional technology
and management strengths to address large emerging market opportunities,
especially in Latin America, Asia and Europe. There will also be increased
emphasis on ad hoc interdivisional team collaboration to resolve technical
issues in order to get products to market faster.

Satellite Communications

     Through its Satellite Communications Division (EF Data), the Company is a
leader in the design of satellite earth station products, such as modems and
frequency converters, which are incorporated into earth stations. The Company's
line of digital and analog earth station equipment provides point-to-point and
point-to-multipoint transmission of voice, data and video.


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     The Company manufactures a broad line of electronic products used in earth
stations. The products are sold to earth station suppliers and to operators of
communication networks to upgrade existing earth stations. It is a leading
producer of high-speed (up to 155 million bits per second) digital modems, RF
transceivers and frequency converters used in satellite communications networks.
Its products are used in INTELSAT systems, satellite backup facilities for
undersea fiber optic cable, digital video and for many private network
applications. The division also manufactures a completely self-contained earth
station electronics package for low-cost rural and infrastructure networks.

     The Company sells its satellite communications products to a wide array of
domestic and international customers, which customers include common carriers,
governmental agencies, private carriers and broadcasters such as AT&T, MCI,
Hughes Network Systems, British Telecom, the U.S. Government, Comsat, and many
more.

Terrestrial Wireless

     Through its Terrestrial Wireless Division, the Company designs,
manufactures and markets digital and analog microwave radios and other equipment
used in land-based point-to-point and point-to-multipoint communications links.
The Company is a leading manufacturer of microwave radios for private data
communications networks and portable electronic news gathering and broadcasting
studio-to-transmitter links. The Company believes that wireless is one of the
fastest growing areas of the telecommunications industry due to technological
advances, regulatory initiatives and the expanding requirements for connectivity
between people and computers and other electronic devices.

     The Terrestrial Wireless Division represents the combination of Microwave
Radio Communications (MRC) and Microwave Data Systems (MDS), which provide
products and services primarily to the television broadcast industry and to the
oil, gas and utility industries. The products of both of these operations are
based on microwave radio technology.

     Television Broadcast. The Company is a leading supplier of microwave radios
to U.S. and international broadcast and cable television markets for use
principally in portable electronic news gathering and analog and digital
studio-to-transmitter applications.

     Wireless Data Networking. The Company manufactures point-to-point and
point-to-multipoint microwave data radios. Its point-to-point radios are used to
extend the reach of a communications system in areas where low capacity,
multi-channel voice or data communications links are required.
Point-to-multipoint radio systems are used principally to connect central
computers to remote computer terminals or to physical measurement and control
devices. Typical applications include remote monitoring and automated operation
of oil and gas production and distribution, water-wastewater treatment systems,
and control of electric utility power generation facilities. Over 190,000 MDS
data radios have been sold since it commenced the sale of radios in 1986.

     The Company sells its wireless communications products to a broad base of
service providers and end-users, including the major U.S. broadcasters (ABC,
CBS, NBC, etc.), utilities and energy companies.

     In August 1998, California Microwave acquired Adaptive Broadband Limited
("Adaptive"), a U.K.-based company, for $11 million in cash. Adaptive is
developing an innovative combination of Time Division Multiple Access (TDMA) and
Asynchronous Transfer Mode (ATM) technologies combined with unique band width
management that offers unprecedented data rates--enabling portable, low-cost
wireless connections at speeds matching wired network access. The Adaptive
technology will leverage California Microwave's existing technology,
accelerating product introductions in satellite and terrestrial businesses
alike, to meet the needs of fast-expanding data-intensive broadband markets,
notably Internet access.

Government

     Through its Government Division, consisting of the former Government
Electronics Division and the Airborne Systems Integration Division, the Company
contracts with various departments and agencies of the U.S. Government,
principally with the United States Department of Defense and provides products
and services primarily for information collection, communications,
reconnaissance, and surveillance systems.

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     The Company participates in selected areas of the U.S. government market.
In recent years, as U.S. defense spending has declined, the Company has competed
effectively by offering adaptations of its technologies and commercially
available "off-the-shelf" products to various segments of the Department of
Defense market at significantly less cost than would be the case under military
specification procurement procedures. The Company integrates electronic and
electro-optical systems for both airborne and ground-based applications. These
systems collect, process and disseminate intelligence and reconnaissance
information using advanced radio communications hardware and both
special-purpose and off-the-shelf computers and software. The Company maintains
and upgrades these systems throughout their useful lives, which can be a decade
or more.

     The Company designs and develops state-of-the-art multisensor imaging
systems and sophisticated electronic intelligence collection systems, which it
integrates into inexpensive commercial aircraft. In fiscal 1991, the Company
received its initial prime contract for the U.S. Army's Air Reconnaissance Low
("ARL") program. The ARL program employs both imagery and signal intelligence
sensors mounted on deHavilland-7 aircraft. These sensors collect information,
which can be immediately transmitted to designated receiving locations. The ARL
aircraft can be rapidly deployed anywhere in the world. The Company completed
its initial ARL contracts and made final delivery of the first aircraft to the
Army in 1993. The Company has received significant follow-on ARL contracts
involving additional aircraft and sensors.

     The Company's intelligence projects typically involve multi-year,
multi-million dollar contracts. In addition, the Company sells subsystems and
other equipment to U.S. government agencies on a short-term delivery basis. The
Company is actively pursuing opportunities to introduce its data collection and
communications networking technology to foreign governments and non-governmental
applications. The price of a project depends on a number of factors, including
the amount of development involved, quantities ordered, maintenance requirements
and whether an aircraft is to be modified and supplied by the Company in
connection with the contract.

     In April 1998, the Company announced that it expects to divest this area of
its business.

Sales, Marketing and Customer Support

     California Microwave directs its sales and marketing efforts toward major
users of its systems and products through a well-established international
distribution network. The sales and marketing strategy of the Company varies
with the particular market served and involves direct sales by the Company's own
sales force, sales through representatives, value-added resellers, or a
combination of the foregoing. The Company also has entered into sales
distribution agreements with respect to certain of its satellite communications
and wireless products.

     The Company considers its ability to create and maintain long-term customer
relationships an important component of its overall strategy in each of its
markets. Relationships with customers are established and maintained by the
Company's divisional area managers and their technical and marketing staffs. The
Company's strategy also includes its commitment to provide ongoing customer
support for its systems and products. This support involves providing direct
access to the Company's engineering staff or trained technical representatives
located throughout the world to resolve technical or operational problems. The
Company intends to continue to expand its marketing efforts and distribution
channels worldwide.

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Manufacturing

     Manufacturing operations consist principally of assembly and testing of
electronic systems built from fabricated parts, printed circuits and electronic
components. Both manual and various automated methods are employed, depending
primarily upon production volume. The Company employs formal Total Quality
Management programs and other training programs, and each of its three product
manufacturing operations has qualified for International Standards Organization
("ISO") quality procedure registration to ISO 9001, a standard sometimes imposed
by foreign buyers.

     Electronic components and raw materials used in the Company's products are
generally obtained from a large number of suppliers. Some components are
standard items and others are manufactured to the Company's specifications by
subcontractors. The Company obtains certain components and subsystems from a
single, or a limited number of, sources. The Company operates without a
substantial inventory of components and subsystems but believes that most
components and subsystems are available from existing or alternative suppliers
and subcontractors. A significant interruption in the delivery of such items
could have a material adverse effect on the Company's results of operations.

Competition

     California Microwave is engaged in a highly competitive business and the
number of potential customers for the Company's products is limited. Many of the
Company's competitors have significantly greater financial, marketing and
operating resources than the Company. In addition, certain of the Company's
customers have technological capabilities in the Company's product areas and
could choose to replace the Company's products with their own. The Company's
major competitors by product area include: NEC, Alcatel Telespace, SSE-Telecom,
and Radyne (ComStream)--Satellite Communications Division; Continental
Microwave, Digital Microwave, MAS Technologies and Motorola--Terrestrial
Wireless Division; TRW Inc., Lockheed Martin Corporation, Sterling Software,
Inc., and E-Systems, Inc.--Government Division.

     The Company believes that competition in its markets is based primarily on
features, function, price, performance, reputation, on-time delivery,
reliability and customer support. The Company believes that it has the ability
to develop and produce satellite and radio products faster than many of its
competitors, employing a more efficient usage of bandwidth on a cost basis. In
the Government area, the Company believes that it has the ability to solve
customers' problems with proprietary solutions and to offer cost-effective
approaches using commercially available products. In addition, the Company
believes that an additional key competitive factor related to the government
business is the in-depth technical expertise, which enables the solution of
loosely defined customer problems by application of the correct proprietary or
commercially available solutions.

Research and Development

     Research and development expenses were $20.0 million, $18.2 million and
$16.6 million in fiscal 1998, 1997 and 1996, respectively, representing 7.4%,
7.2% and 6.9% of total sales, respectively, for the same periods. Approximately
90% of the research and development expense in each year related to commercial
business and represented investment in new wireless radio and satellite products
and associated software. The Company expects that research and development
expense as a percentage of sales will remain approximately 8% of sales as it
focuses its efforts on developing the products that will provide unique
radio-based solutions to the growing shortage of bandwidth for digital data
(Internet protocol) and digital video.

Patents and Licenses

     Historically, patents and licenses have been of substantially less
significance in the Company's business than have been the timely application of
its technology and the design, development and marketing capabilities of its
personnel. When the Company's technology offers a distinct competitive
advantage, it does employ the use of patents, such as its unique, patent-pending
Twin Stream(TM) digital and analog radio product. Additionally, the Company
intends to seek patent protection for the unique technologies and techniques
employed by it's new subsidiary, Adaptive Broadband. Adaptive currently has five
patents pending.

Employees

     At June 30, 1998, California Microwave had 1,528 employees, 1121 of whom
were engaged in production and production support, 144 in research and
development and other engineering support, 100 in marketing and 163 in general
and administration functions. In support of the Company's strategic plan to
pursue high-growth commercial markets, while improving operational performance,
California Microwave completed an 8% reduction in force following the end of the
fiscal year. None of the employees is represented by a labor union. The Company
believes that its employee relations are good.

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Regulation

     Radio communications, including satellite communications, are subject to
regulation by United States and foreign laws and international treaty. The
Company's equipment must conform to domestic and international requirements
established to avoid interference among users of microwave frequencies and to
permit interconnection of equipment.

     The use of microwave signals depends upon the availability of frequencies
that permit interference-free operation. In many developed countries, the
unavailability of frequency spectrum has historically inhibited the growth of
microwave systems. However, two factors are alleviating this problem. First, the
proliferation of fiber optics for high capacity systems has reduced the demand
for microwave frequencies for such systems, thus freeing up frequency spectrum
for new types of services. Second, many government regulatory agencies are
reallocating frequencies from one type of use to another, thus providing
incentive for new communications services.

Backlog

     At June 30, 1998, the Company's backlog of undelivered orders was $95.8
million (approximately 90% of which is expected to be delivered during fiscal
1999) compared with $91.1 million at June 30, 1997. Of the $95.8 million fiscal
1998 backlog, 73% is government and 27% is commercial business. In the Company's
experience, its backlog at any given time is not necessarily indicative of
prospective period revenues. The Company generally records an order in backlog
when the Company receives a firm contract or purchase order which identifies
product quantities and delivery dates, and in the case of government contracts,
when such contracts have been funded by the government. While from time to time
a substantial portion of the Company's backlog has been comprised of large
orders, the cancellation of any of which could have a material adverse effect on
the Company's operating results, the Company historically has not experienced
significant changes in its backlog from cancellations or revisions of orders.

ITEM 2.  PROPERTIES

     The table below describes the location and general character of the
principal plants and materially important physical properties that are owned or
leased by the Company as of June 30, 1998:

<TABLE>
<CAPTION>
                                                     Lease        No. of          Square
              Occupant                              Expires      Buildings       Footage   Location
------------------------------------------------- ------------- ------------ ------------  --------------------------
<S>                                               <C>           <C>          <C>           <C>
        1.    Corporate Headquarters                  2000           1            10,968   Sunnyvale, CA

        2.    Government                              1998           1             5,850   Woodland Hills, CA
                                                      2003           1            22,640   Woodland Hills, CA
                                                      2003           1            29,260   Woodland Hills, CA
                                                      2000           1               994   San Diego, CA
                                                      1999           1             2,736   Stafford, VA
                                                      1998           1           100,232   Hagerstown, MN
                                                      1999           1            45,000   Belcamp, MD
                                                      2003           1            38,578   Baltimore, MD
                                                      1999           1            15,000   Annapolis Junction, MD
                                                      2000           1             1,750   Arlington, VA

        3.    Satellite Communications                2006           2           115,000   Tempe, AZ
                                                      2000           1             1,944   Tempe, AZ

        4.    Terrestrial Wireless                  (owned)          1            56,060   Rochester, NY

                                                      2002           1            71,500   Chelmsford, MA

</TABLE>

     The Company believes that its facilities are adequate for its present
needs.

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ITEM 3.  LEGAL PROCEEDINGS

     In May 1995, the Company's MN division entered into certain agreements with
Nokia Telecommunications Oy (Nokia) pursuant to which MN was to provide to Nokia
certain microwave radios and related software and services, and was to carry out
certain development programs. In September 1997, Nokia informed MN of a
purported failure of certain of the products sold to Nokia to meet certain
contractual specification. MN was sold to Tadiran in April 1998 and under the
terms of the sale agreement Tadiran assumed and indemnified the Company with
respect to the Nokia claims. While Tadiran has now taken the position that the
Company is responsible for the Nokia claims, Tadiran has not provided support
for its position. Also, the Company, in September 1998, received notices from
Nokia that Nokia has decided to terminate the May 1995 agreements, and has begun
arbitration proceedings to recover damages, which Nokia provisionally claims are
$9.6 million. The Company believes that it has good defenses and will vigorously
defend against the Nokia and Tadiran claims. No accruals have been recorded for
expenses, which may be incurred to resolve the dispute, and the Company believes
final resolution of this matter will not have a material impact on the Company's
financial position, results of operations or cash flow. The Company also is
subject to other legal proceedings and claims that are in the ordinary course of
business. The Company believes these proceedings will not have a material
adverse effect on its financial position or results of operations or cash flow.

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

     Not applicable.

ITEM 4A.  EXECUTIVE OFFICERS OF THE REGISTRANT

     The names and ages of all executive officers of the Company, and all
positions with the Company held by such persons, are as follows:

<TABLE>
<CAPTION>
Name                                     Age     Position
----                                     ---     --------
<S>                                      <C>     <C>
Frederick D. Lawrence                    50      Chairman of the Board, President and Chief Executive Officer
Donna S. Birks                           42      Executive Vice President and Chief Financial Officer
George G. Arena                          45      Executive Vice President and President-Terrestrial Wireless
                                                 Division
Donald V. Anderson                       44      Executive Vice President and President-Satellite
                                                 Communications Division
Dr. Daniel L. Scharre                    47      Vice President and Chief Technology Officer and
                                                 Chief Executive Officer of Adaptive Broadband Limited,
                                                 a wholly owned subsidiary
Kenneth  J. Wees                         55      Vice President, General Counsel and Secretary
</TABLE>

     Frederick D. Lawrence joined the Company as Chairman of the Board,
President and Chief Executive Officer in July 1997. From May 1996 to July 1997,
Mr. Lawrence served as Chief Executive Officer of ComStream, Inc., an
international supplier of satellite communications networks and products and
from February 1994 to April 1996, he served as President of the Transmission
Group for ADC Telecommunications, which included five independent business units
producing products for high speed video, voice, data and wireless
communications. From 1982 to 1994, Mr. Lawrence held executive positions in
networks operations and engineering at Sprint Corporation and its operating
companies, dealing in local telephone, cellular and long distance. Prior to
this, Mr. Lawrence worked at AT&T from 1970 to 1982 in a variety of positions.
He holds a BSEE degree from Western Michigan University.

     Donna S. Birks joined the Company in December 1997 as Executive Vice
President and Chief Financial Officer. From August 1994 to June 1997, Ms. Birks
was Vice President, Administration and Chief Financial Officer of ComStream
Inc., an international supplier of satellite communications networks and
products. From January 1992 to August 1994, she was Vice President and Chief
Financial Officer of Macrovision Corporation, a video technology licensing
company. From December 1982 to January 1992, Ms. Birks served in several senior
executive positions at Contel ASC (purchased by GTE Spacenet in 1991), a
satellite communications transmission company. She holds a B.S. in Business
Administration form George Mason University, an M.S. in Finance from American
University and is a Certified Public Accountant.

     George G. Arena joined the Company in 1985 as Vice President, Sales and
Marketing for its Microwave Data Systems (MDS) subsidiary. Later, he became Sr.
Vice President, Operations and then President of MDS in 1994. He became an
Executive Vice President of California Microwave, Inc. and President of its
Terrestrial Wireless Division (a combination of MDS and the Company's Microwave

                                       9
<PAGE>   10


Radio Communications unit) in April 1998. Mr. Arena holds an MBA from the
Rochester Institute of Technology and a B.S. in Industrial Distribution from
Clarkson College of Technology.

     Donald V. Anderson joined the Company in 1991 as President of its Mobile
Satellite Products Corporation subsidiary (acquired in 1991 and divested with
the Company's STS division in 1998). He became President of the EF Data Division
in 1995 and became an Executive Vice President of California Microwave, Inc. and
President of the Satellite Communications Division (comprised of EF Data) in
April 1998. Prior to joining Mobile Satellite Products in 1989 as Vice President
of Engineering, he held management positions at Emerson Electric and Magnavox
Advanced Products Co. Mr. Anderson holds an MSE in Communication Theory from
California State University and a BSEE from Purdue University.

     Dr. Daniel L. Scharre joined the Company in September 1997 as Vice
President and Chief Technology Officer. In August 1998, he was appointed Chief
Executive Officer of the Company's UK-based wholly owned subsidiary, Adaptive
Broadband Limited. From November 1996 to September 1997, Dr. Scharre was Vice
President and Chief Technical Officer of ComStream, Inc. From February 1994 to
November 1996, Dr. Scharre was Vice President and General Manager of Ilex
Systems, a satellite communications and equipment company. From June 1988 to
December 1993, he held executive positions at Loral Western Development Labs,
where he led and managed the development of a digital satellite communications
system. He has a B.S. in physics from Caltech, a Ph.D. in physics from the
University of California at Berkeley and an M.B.A. from Santa Clara University.

     Kenneth J. Wees joined the Company in May 1998 as Vice President and
General Counsel, and became Secretary in September 1998. From September 1991 to
May 1998, Mr. Wees served as General Counsel of Cable & Wireless, Inc., the
American subsidiary of Cable and Wireless plc, an international supplier of
voice, data, messaging and Internet services. Prior to this, he worked at GTE
and Booz Allen & Hamilton in a variety of legal positions. Mr. Wees holds a B.A.
degree from Marquette University and a Juris Doctor degree from American
University's Washington College of Law.


PART II

ITEM 5.  MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER
         MATTERS

     The stock and stock price information on page 33 of California Microwave's
1998 Annual Report to Shareholders is incorporated herein by reference.

ITEM 6.  SELECTED FINANCIAL DATA

     The selected financial data on page 32 of California Microwave's 1998
Annual Report to Shareholders is incorporated herein by reference.

ITEM 7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
         OF OPERATIONS

     The management's discussion and analysis of financial condition and results
of operations on pages 28 through 31 of California Microwave's 1998 Annual
Report to Shareholders is incorporated herein by reference. For factors
affecting any forward-looking statements contained in such discussion and
analysis, see "Business - Information Regarding Forward Looking Statements" in
Item 1 of Part 1 of this Form 10-K Annual Report.

ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

     The consolidated financial statements on pages 16 through 26, and the
financial results by fiscal quarter information on page 33, of California
Microwave's 1998 Annual Report to Shareholders are incorporated herein by
reference.

                                       10
<PAGE>   11

ITEM 9.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND 
         FINANCIAL DISCLOSURE

     None.

                                    PART III

ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

     The information relating to directors of California Microwave required to
be furnished pursuant to this item is incorporated by reference from portions of
the Company's definitive Proxy Statement for its annual meeting of shareholders
to be filed with the Securities and Exchange Commission pursuant to Regulation
14A within 120 days after June 30, 1998 (the "Proxy Statement") under the
caption "Election of Directors." Certain information relating to executive
officers of the Company is set forth in Item 4A of Part I of this Form 10-K
under the caption "Executive Officers of the Registrant."

ITEM 11.  EXECUTIVE COMPENSATION

     Incorporated by reference from portions of the Proxy Statement under the
caption "Compensation of Directors and Executive Officers."

ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT OF
          CALIFORNIA MICROWAVE, INC.

     Incorporated by reference from portions of the Proxy Statement under the
captions "Certain Shareholders" and "Compensation of Directors and Executive
Officers."

ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

     None.

                                     PART IV

ITEM 14.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K

          (a)  1. FINANCIAL STATEMENTS

                    Included in Part II of this report by incorporation by
                    reference from the California Microwave 1998 Annual Report
                    to Shareholders

                    Report of Ernst & Young LLP, Independent Auditors (page 27
                    of 1998 Annual Report to Shareholders)

                    Consolidated statements of operations for each of the three
                    years in the period ended June 30, 1998 (page 16 of 1998
                    Annual Report to Shareholders)

                    Consolidated balance sheets as of June 30, 1998 and 1997
                    (page 17 of 1998 Annual Report to Shareholders)

                    Consolidated statements of shareholders' equity for each of
                    the three years in the period ended June 30, 1998 (page 18
                    of 1998 Annual Report to Shareholders)

                    Consolidated statements of cash flows for each of the three
                    years in the period ended June 30, 1998 (page 19 of 1998
                    Annual Report to Shareholders)

                    Notes to Consolidated Financial Statements (pages 20 through
                    26 of 1998 Annual Report to Shareholders)

With the exception of the information incorporated by reference into Items 5, 6,
7 and 8 of this Form 10-K, the California 

                                       11
<PAGE>   12

Microwave 1998 Annual Report to Shareholders is not deemed filed as part of this
report.

         (a) 2.   FINANCIAL STATEMENT SCHEDULES

                    Included in Part IV of this report:

                    Schedules for the three years ended June 30, 1998 Schedule
                    II -- Valuation and Qualifying Accounts

     All other schedules are omitted because they are not required, or are not
applicable, or the information is included in the consolidated financial
statements or notes to consolidated financial statements.

         (a) 3.   EXHIBITS

<TABLE>
               <S>   <C>
               3.1   Restated Certificate of Incorporation. (Exhibit to the
                     Company's Form 8 dated February 19, 1993, constituting
                     Amendment No. 1 to the Company's Registration Statement on
                     Form 8-A for the Common Stock; incorporated herein by
                     reference.)

               3.2   Bylaws. (Exhibit to the Company's Form 10-K for its fiscal
                     year ended June 30, 1994; incorporated herein by
                     reference.)

               4.4   Rights Agreement, dated July 27, 1989. (Exhibit to the
                     Company's Form 8-A filed on August 2, 1989; incorporated
                     herein by reference.)

               4.5   Master Indenture of Trust (First Program), relating to
                     County of Monroe Industrial Development Bonds.*

               4.6   Series F Supplemental Indenture, dated as of June 1, 1992,
                     relating to $2,800,000 of County of Monroe Industrial
                     Development Bonds.*

               4.7   Guaranty of California Microwave, Inc. in favor of Security
                     Pacific National Trust Company (New York), as Trustee,
                     dated as of June 1, 1992, relating to $2,800,000 of County
                     of Monroe Industrial Development Bonds.*

               4.8   Letter of Credit Reimbursement Agreement, between 
                     California Microwave, Inc. and Marine Midland Bank, N.A.,
                     dated as of June 1, 1992, relating to $2,800,000 of County
                     of Monroe Industrial Development Bonds.*

               10.1  Employee Stock Purchase Plan, as amended through August
                     1998.**

               10.2  1986 Stock Option Plan, as amended.** (Exhibit to the
                     Company's Form 10-K for its fiscal year ended June 30,
                     1991; incorporated herein by reference.)

               10.3  Lease of the property located at 2105 West Fifth, Tempe,
                     Arizona. (Exhibit to the Company's Form 10-K for its fiscal
                     year ended June 30, 1991; incorporated herein by 
                     reference.)

               10.4  Lease of the premises located at 20 Alpha Road, Chelmsford,
                     MA. (Exhibit to the Company's Form 10-K for the fiscal year
                     ended June 30, 1992; incorporated herein by reference.)

               10.5  Letter agreement with Philip F. Otto** dated September 22,
                     1992. (Exhibit to the Company's Form 10-K for its fiscal
                     year ended June 30, 1992; incorporated herein by 
                     reference.)

               10.6  Amendment to letter agreement with Philip F. Otto**, dated
                     July 30, 1993. (Exhibit to Company's Form 10-K for its
                     fiscal year ended June 30, 1993; incorporated herein by
                     reference.)

               10.7  Amendment to letter agreement with Philip F. Otto**, dated
                     August 15, 1994. (Exhibit to the Company's
</TABLE>

                                       12
<PAGE>   13
<TABLE>
               <S>   <C>
                     Form 10-K for its fiscal year ended June 30, 1994;
                     incorporated herein by reference.)

               10.8  Lease of premises located at 2114 West 7th Street, Tempe,
                     Arizona. (Exhibit to the Company's Form 10-K for the fiscal
                     year ended June 30, 1996; incorporated herein by 
                     reference.)

               10.9  Lease of premises known as Top Flight Airport on Showalter
                     Road, Washington County, Maryland. (Exhibit to the
                     Company's Form 10-K for its fiscal year ended June 30,
                     1996; incorporated herein by reference.)

               10.10 Lease of premises located at 175 West Wall Street, Glendale
                     Heights, Illinois. (Exhibit to the Company's Form 10-K for
                     its fiscal year ended June 30, 1996; incorporated herein by
                     reference.)

               10.11 1992 Stock Option Plan, as amended. (Exhibit to Company's
                     Form 10-K for the fiscal year ended June 30, 1997;
                     incorporated herein by reference.)

               10.12 Loan and Security Agreement among BANKAMERICA Business
                     Credit, Inc., California Microwave, Inc. and EF Data Corp,
                     dated as of June 30, 1997. (Exhibit to the Company's Form
                     10-K for its fiscal year ended June 30, 1997, incorporated
                     herein by reference.)

               10.13 Amendment to letter agreement with Philip F. Otto,** dated
                     January 10, 1997. (Exhibit to the Company's Form 10-K for
                     its fiscal year ended June 30, 1997; incorporated herein by
                     reference).

               10.14 Letter Agreement with Frederick D. Lawrence**, dated July
                     16, 1997. (Exhibit to Company's Form 10-K for its fiscal
                     year ended June 30, 1997; incorporated herein by
                     reference).

               10.15 Letter Agreement with Donna S. Birks, dated December 12,
                     1997.**

               10.16 Form of Severance Agreement entered into in May 1998 with
                     George G. Arena and Donald V. Anderson.**

               10.17 Form of severance agreement entered into in May 1998 with
                     Donna S. Birks.**

               10.18 Asset Purchase Agreement between L-3 Communications
                     Corporation and California Microwave, Inc. dated as of
                     December 19, 1997 and amendment thereto. (Exhibits to the
                     Company's Form 8-K filed on February 13, 1998; incorporated
                     herein by reference.)

               10.19 Asset Purchase Agreement between Tadiran Ltd. and
                     California Microwave, Inc., dated as of March 1, 1998 and
                     amendment thereto. (Exhibit to the Company's Form 8-K filed
                     on April 27, 1998; incorporated herein by reference.)

               10.20 Stock Purchase Agreement between Telscape International,
                     Inc., California Microwave Services Division, Inc. and
                     California Microwave, Inc. dated as of May 8, 1998.
                     (Exhibit to the Company's Form 8-K filed on June 5, 1998;
                     incorporated herein by reference.)

               10.21 Form of severance agreement entered into in May 1998
                     with George L. Spillane.**

               13    Annual Report to Shareholders (pages incorporated by
                     reference).

               21    List of subsidiaries.

               23    Consent of Ernst & Young LLP, Independent Auditors.

               24    Power of Attorney.

               27    Financial Data Schedule for the fiscal year ended June 30,
                     1998.

               27.01 Restated Financial Data Schedule for the fiscal years
                     ended June 30, 1995 and 1996 and for the first three     
                     quarters of the fiscal year ended June 30, 1996.***
                     
               27.02 Restated Financial Data Schedule for the first three
                     quarters of and the fiscal year ended June 30, 1997.***

               27.03 Restated Financial Data Schedule for the first three
                     quarters of the fiscal year ended June 30, 1998. 
</TABLE>

Exhibits are available from the Registrant upon request.

-------- 

  * Registrant agrees to file such exhibits upon request by the Commission. 
 ** Compensatory plan or arrangement.
*** The reclassified results of operations for the quarterly periods referenced
    were also previously furnished in the Company's Form 8-K, dated August 13,
    1997.

                                       13
<PAGE>   14

         (b)      REPORTS ON FORM 8-K

     The following reports on Form 8-K were filed during the last fiscal quarter
of fiscal 1998:

                    Form 8-K filed on April 27, 1998 announcing completion of
                    the sale of the MN Division of the Company to Tadiran, Ltd.

                    Form 8-K filed on April 28, 1998 relating to the
                    announcement of adoption of a new corporate strategy and a
                    reorganization of the Company's divisions, results of
                    operations for the quarter ended March 31, 1998 and adoption
                    of segment reporting for the divisions, and the appointment
                    of a new director.

                    Form 8-K filed on June 5, 1998 announcing the sale of the
                    Services Division to Telscape International, Inc.


                                       14
<PAGE>   15




SIGNATURES

     Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.

Dated:  September 25, 1998             CALIFORNIA MICROWAVE, INC.


                                       By /s/ FREDERICK D. LAWRENCE
                                          --------------------------------------
                                          Frederick D. Lawrence
                                          Chairman, President and
                                          Chief Executive Officer

     Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the date indicated.

<TABLE>
<S>                                              <C>                                         <C>
/s/ Frederick D. Lawrence                        President and Chief Executive Officer       September 25, 1998
-------------------------------------            (principal executive officer) 
FREDERICK D. LAWRENCE                            and Director


/s/ Donna S. Birks                               Executive Vice President and Chief          September 25, 1998
-------------------------------------            Financial Officer (principal financial
DONNA S. BIRKS                                   and accounting officer)


/s/ Arthur H. Hausman*                           Director                                    September 25, 1998
-------------------------------------
ARTHUR H. HAUSMAN


/s/ Alfred M. Gray*                              Director                                    September 25, 1998
-------------------------------------
ALFRED M. GRAY


/s/ William B. Marx, Jr.*                        Director                                    September 25, 1998
-------------------------------------
WILLIAM B. MARX, JR.


/s/ Terry W. Ward*                               Director                                    September 25, 1998
-------------------------------------
TERRY W. WARD


/s/ Frederick W. Whitridge, Jr.*                 Director                                    September 25, 1998
-------------------------------------
FREDERICK W. WHITRIDGE, JR.


/s/ George A. Joulwan*                           Director                                    September 25, 1998
-------------------------------------
GEORGE A. JOULWAN


/s/ Leslie G. Denend*                            Director                                    September 25, 1998
-------------------------------------
LESLIE G. DENEND


*By /s/ KENNETH J. WEES
    ---------------------------------
    Attorney-in-fact

</TABLE>
<PAGE>   16

                           CALIFORNIA MICROWAVE, INC.
                     SCHEDULE II - VALUATION AND QUALIFYING
                                    ACCOUNTS
                      Years ended June 30, 1998, 1997, 1996
                             (Dollars in thousands)

<TABLE>
<CAPTION>
                                              Balance at      Additions    Other(1)(2)                      Balance
                                               beginning       charged      additions                       at end
                                                of year       to income    (transfers)     Deductions       of year
                                             --------------  ------------  -------------  --------------  ------------
<S>                                          <C>             <C>           <C>            <C>             <C>
1998
Allowance for doubtful accounts  . . . . . .   $   943       $   719        $   (88)        $   408          $1,166
Estimated liability for warranties . . . . .     1,841         3,277            (50)          2,970           2,098
Restructuring reserves                           7,512         4,585                          4,576           7,521
Estimated liability for contract costs . . .     1,567            55                          1,212             410
Accrued loss on disposal of
discontinued operations  . . . . . . . . . .    12,538        23,530                         31,004           5,064

1997
Allowance for doubtful accounts  . . . . . .       798           465                            320             943
Estimated liability for warranties . . . . .     1,084         3,780                          3,023           1,841
Restructuring reserves . . . . . . . . . . .     2,876           500          5,520           1,384           7,512
Estimated liability for contract costs . . .     3,252           734                          2,419           1,567
Accrued loss on disposal of
discontinued operations . . . . . . . . . .                                   12,538                          12,538

1996
Allowance for doubtful accounts  . . . . . .       806           177                            185             798
Estimated liability for warranties . . . . .       962         2,261                          2,139           1,084
Restructuring reserves . . . . . . . . . . .     3,930                                        1,054           2,876
Estimated liability for contract costs . . .                                  3,538             286           3,252

 (1) 1997 and 1996 transfers from discontinued operations.
 (2) Sale of Services Division during 1998.
</TABLE>
<PAGE>   17

                                 EXHIBIT INDEX

<TABLE>
<CAPTION>
Exhibit                                Description
-------   ----------------------------------------------------------------------             
<S>       <C>

 3.1      Restated Certificate of Incorporation. (Exhibit to the Company's Form
          8 dated February 19, 1993, constituting Amendment No. 1 to the
          Company's Registration Statement on Form 8-A for the Common Stock;
          incorporated herein by reference.)

 3.2      Bylaws. (Exhibit to the Company's Form 10-K for its fiscal year ended 
          June 30, 1994; incorporated herein by reference.)

 4.4      Rights Agreement, dated July 27, 1989. (Exhibit to the Company's Form
          8-A filed on August 2, 1989; incorporated herein by reference.)


 4.5      Master Indenture of Trust (First Program), relating to County of 
          Monroe Industrial Development Bonds.*

 4.6      Series F Supplemental Indenture, dated as of June 1, 1992, relating to
          $2,800,000 of County of Monroe Industrial Development Bonds.*

 4.7      Guaranty of California Microwave, Inc. in favor of Security Pacific
          National Trust Company (New York), as Trustee, dated as of June 1,
          1992, relating to $2,800,000 of County of Monroe Industrial
          Development Bonds.*

 4.8      Letter of Credit Reimbursement Agreement, between California 
          Microwave, Inc. and Marine Midland Bank, N.A., dated as of June 1,
          1992, relating to $2,800,000 of County of Monroe Industrial
          Development Bonds.*

10.1      Employee Stock Purchase Plan, as amended through August 1998.**

10.2      1986 Stock Option Plan, as amended.** (Exhibit to the Company's Form
          10-K for its fiscal year ended June 30, 1991; incorporated herein by
          reference.)

10.3      Lease of the property located at 2105 West Fifth, Tempe, Arizona.
          (Exhibit to the Company's Form 10-K for its fiscal year ended June 30,
          1991; incorporated herein by reference.)

10.4      Lease of the premises located at 20 Alpha Road, Chelmsford, MA.
          (Exhibit to the Company's Form 10-K for the fiscal year ended June 30,
          1992; incorporated herein by reference.)

10.5      Letter agreement with Philip F. Otto** dated September 22, 1992.
          (Exhibit to the Company's Form 10-K for its fiscal year ended June 30,
          1992; incorporated herein by reference.)

10.6      Amendment to letter agreement with Philip F. Otto**, dated July 30,
          1993. (Exhibit to Company's Form 10-K for its fiscal year ended June
          30, 1993; incorporated herein by reference.)

10.7      Amendment to letter agreement with Philip F. Otto**, dated  August 15,
          1994. (Exhibit to the Company's

</TABLE>
<PAGE>   18

<TABLE>
<CAPTION>
Exhibit                                Description
-------   ----------------------------------------------------------------------             
<S>       <C>

          Form 10-K for its fiscal year ended June 30, 1994; incorporated herein
          by reference.)

10.8      Lease of premises located at 2114 West 7th Street, Tempe, Arizona.
          (Exhibit to the Company's Form 10-K for the fiscal year ended June 30,
          1996; incorporated herein by reference.)

10.9      Lease of premises known as Top Flight Airport on Showalter Road,
          Washington County, Maryland. (Exhibit to the Company's Form 10-K for
          its fiscal year ended June 30, 1996; incorporated herein by
          reference.)

10.10     Lease of premises located at 175 West Wall Street, Glendale Heights,
          Illinois. (Exhibit to the Company's Form 10-K for its fiscal year
          ended June 30, 1996; incorporated herein by reference.)

10.11     1992 Stock Option Plan, as amended. (Exhibit to Company's Form 10-K 
          for the fiscal year ended June 30, 1997; incorporated herein by
          reference.)

10.12     Loan and Security Agreement among BANKAMERICA Business Credit, Inc.,
          California Microwave, Inc. and EF Data Corp, dated as of June 30,
          1997. (Exhibit to the Company's Form 10-K for its fiscal year ended
          June 30, 1997, incorporated herein by reference.)

10.13     Amendment to letter agreement with Philip F. Otto,** dated January 10,
          1997. (Exhibit to the Company's Form 10-K for its fiscal year ended
          June 30, 1997; incorporated herein by reference).

10.14     Letter Agreement with Frederick D. Lawrence**, dated July 16, 1997.
          (Exhibit to Company's Form 10-K for its fiscal year ended June 30,
          1997; incorporated herein by reference).

10.15     Letter Agreement with Donna S. Birks, dated December 12, 1997.**

10.16     Form of Severance Agreement entered into in May 1998 with George G.
          Arena and Donald V. Anderson.**

10.17     Form of severance agreement entered into in May 1998 with Donna S.
          Birks.**

10.18     Asset Purchase Agreement between L-3 Communications Corporation and
          California Microwave, Inc. dated as of December 19, 1997 and amendment
          thereto. (Exhibits to the Company's Form 8-K filed on February 13,
          1998; incorporated herein by reference.)

10.19     Asset Purchase Agreement between Tadiran Ltd. and California 
          Microwave, Inc., dated as of March 1, 1998 and amendment thereto.
          (Exhibit to the Company's Form 8-K filed on April 27, 1998;
          incorporated herein by reference.)

10.20     Stock Purchase Agreement between Telscape International, Inc.,
          California Microwave Services Division, Inc. and California Microwave,
          Inc. dated as of May 8, 1998. (Exhibit to the Company's Form 8-K filed
          on June 5, 1998; incorporated herein by reference.)

10.21     Form of severance agreement entered into in May 1998 with George L.
          Spillane.**

13        Annual Report to Shareholders (pages incorporated by reference).

21        List of subsidiaries.

23        Consent of Ernst & Young LLP, Independent Auditors.

24        Power of Attorney.

27        Financial Data Schedule for the fiscal year ended June 30, 1998.

27.01     Restated Financial Data Schedule for the fiscal years ended June 30,
          1995 and 1996 and for the first three quarters of the fiscal year 
          ended June 30, 1996.***
                     
27.02     Restated Financial Data Schedule for the first three quarters of and
          the fiscal year ended June 30, 1997.***

27.03     Restated Financial Data Schedule for the first three quarters of
          the fiscal year ended June 30, 1998. 
</TABLE>

Exhibits are available from the Registrant upon request.

-------- 

  * Registrant agrees to file such exhibits upon request by the Commission. 
 ** Compensatory plan or arrangement.
*** The reclassified results of operations for the quarterly periods referenced
    were also previously furnished in the Company's Form 8-K, dated August 13,
    1997.