EXHIBIT 10.12
                 WAIVER AND SECOND AMENDMENT TO CREDIT AGREEMENT

         THIS WAIVER AND SECOND AMENDMENT TO CREDIT AGREEMENT (this "Amendment")
is entered  into as of March 31, 1998 by and between  CALIFORNIA  MICRO  DEVICES
CORPORATION ("Borrower"), and WELLS FARGO BANK, NATIONAL ASSOCIATION ("BANK").


                                    RECITALS

         WHEREAS,  Borrower is currently  indebted to Bank pursuant to the terms
and conditions of that certain Credit Agreement  between Borrower and Bank dated
as of July 12, 1996, as amended from time to time ("Credit Agreement").

         WHEREAS,  as of the two two fiscal quarter periods ending September 30,
1997 and  December 31, 1997,  Borrower  was in default of the  requirement  that
pre-tax  profit not be less than $1.00 on a rolling  two quarter  basis,  as set
forth in Section 4.9 (c) of the Credit Agreement (the "Existing Defaults").

        WHEREAS,  Borrower has requested that Bank waive the Existing  Defaults,
and Bank is willing to waive the  Existing  Defaults on the  condition  that the
Credit Agreement be amended as follows:

         NOW, THEREFORE, for valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the parties hereto agree as follows:

        1. In consideration  of the amendment to the Credit agreement  described
below, Bank hereby waives the Existing  Defaults.  Such waiver is limited to the
Existing  Defaults,  and implies no  agreement  on the part of Bank to waive any
subsequent defaults under the Credit Agreement.

        2. Section 4.9 (c) of the Credit  Agreement is hereby amended to read as
follows:

                      "(c) Net  Income  after  taxes not less  than  $1.00 on an
               annual basis,  determined as of each fiscal year end, and pre-tax
               profit not less than $1.00 on a rolling two fiscal quarter basis,
               determined as of each fiscal quarter end; provided however,  that
               no  default  under this  Section  4.9 (c) shall be deemed to have
               occurred if, within 10 days after  Borrower first knew, or, using
               reasonable  due diligence,  should have known,  of a violation of
               this Section 4.9 (c), Borrower pledges and grants to Bank a first
               priority  security  interest  in cash,  cash  equivalents  and/or
               marketable  securities  acceptable to Bank, the aggregate  market
               value of which  (when  margined  in  accordance  with Bank's then
               standard  margin  rates)  shall be and remain equal to or greater
               than the  outstanding  principal  balance  of the Line of  Credit
               (inclusive of outstanding,  but undrawn, Letters of Credit) until
               Borrower returns to compliance with the terms of this Section 4.9
               (c). Any such pledge and security  interest shall be evidenced by
               documentation acceptable to Bank."

        3. Except as specifically  provided herein,  all terms and conditions of
the  Credit  Agreement  remain  in full  force  and  effect,  without  waiver or
modification.  All terms  defined  in the Credit  Agreement  shall have the same
meaning when used in this  Amendment.  This  Amendment and the Credit  Agreement
shall be read together, as one document.

        4. Borrower hereby makes all representations and warranties contained in
the Credit  Agreement and reaffirms  all covenants set forth  therein.  Borrower
further certifies that as of the date of this Amendment there exists no Event of
Default  as defined in the Credit  Agreement,  nor any  condition,  act or event
which with the giving of notice or the passage of time or both would  constitute
any such Event of Default.

        IN WITNESS WHEREOF,  the parties hereto have caused this Amendment to be
executed as of the day and year first written above.

CALIFORNIA MICRO DEVICES                             WELLS FARGO BANK, NATIONAL
  CORPORATION                                          ASSOCIATION

By:     /s/ John E. Trewin                           By:   /s/ Christian Kambour
        -------------------------                          ---------------------
Title:   Vice President & CFO                        Title:  Vice President
        -------------------------                           --------------------

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