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U.S. SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549



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Form 10-K/A

Amendment No. 1



|x | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ------------------------------------------------------------------------------------



For the fiscal year ended: March 31, 2004



OR



| ̈ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ----------------------------------------------------------------------------------------



For the transition period from  to



Commission File Number: 0-15449



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CALIFORNIA MICRO DEVICES CORPORATION

(Exact name of registrant as specified in its charter)



|                                               |  |                                  
|---------------------------------------------- |  | ---------------------------------
|California                                     |  | 94-2672609                       
|(State or other jurisdiction of incorporation) |  | (IRS Employer Identification No.)
|                                               | 
|430 North McCarthy Blvd #100, Milpitas, CA     |  | 95035-5112                       
|(Address of principal executive offices)       |  | (Zip code)                       



Registrants
telephone number, including area code:

(408) 263-3214



Securities registered pursuant to Section 12(b) of the Act:

None



Securities registered pursuant to Section 12(g) of the Act:

Common Stock



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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 files pursuant to Item 405 of Regulation S-K (Section 209.405 of this chapter) is not contained herein, and will not be contained to the best of registrants
knowledge, in any definitive proxy or information statement incorporated by reference in Part II of this Form 10-K or any amendment to this Form 10-K. ̈



Indicate by check mark whether the registrant is an
accelerated filer (as defined in Exchange Act Rule 12b-2). Yes x No ̈



The approximate aggregate market value of the registrants common stock
held by non-affiliates as of September 30, 2003 (the last business day of the registrants most recently completed second fiscal quarter) was $134.1 million based on the closing price for the common stock on the NASDAQ National Market on such
date.



For purposes of this disclosure, common stock held by
persons who hold more than 5% of the outstanding voting shares and common stock held by executive officers and directors of the Registrant have been excluded in that such persons may be deemed to be affiliates as that term is defined
under the rules and regulations promulgated under the Securities Act of 1933. This determination of affiliate status is not necessarily a conclusive determination for other purposes.



As of May 31, 2004, the number of shares of the Registrants common stock outstanding was 21,319,828.



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DOCUMENTS INCORPORATED BY REFERENCE



Portions of the Registrants Proxy Statement in connection with its August 12, 2004 Annual Meeting of Shareholders are incorporated by reference into
Part III to the extent stated in Part III.



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Explanatory Note



Registrant hereby amends Item 15 of Part IV to replace Exhibit 23.2, Consent of Ernst & Young, LLP, Independent Registered Public
Accounting Firm with the attached Exhibit 23.2 which corrects the list of registration statements into which such firm consents that its report included in the Form 10-K be incorporated by reference by adding an additional Form S-8 registration
statement and certain Form S-3 registration statements to such list.





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PART IV



|ITEM 15. | Exhibits, Financial Statement Schedules and Reports on Form 8-K
|-------- | ---------------------------------------------------------------



The following documents are filed as a part of this Report:



| | (a) | 1. See Item 8 for a list of financial statements filed herein.
| | --- | --------------------------------------------------------------



| | 2. | See Item 8 for a list of financial statement schedules filed. All other schedules have been omitted because they are not applicable or the required information is shown in the
Financial Statements or the notes thereto.
| | -- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | 3. | Exhibit Index:
| | -- | --------------



The exhibits listed below are filed herewith or incorporated by reference as indicated pursuant to Regulation S-K. The exhibit number
refers to number indicated pursuant to the Instructions to the Exhibit Table for Regulation S-K.



|              |      |  |                                                                                                                                                                     |  |                                                                                                                        
|------------- | ---- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | -----------------------------------------------------------------------------------------------------------------------
|ExhibitNumber |      |  | Description                                                                                                                                                         |  | Document if Incorporated by Reference                                                                                  
|              |      | 
|3             | (i)  |  | Restated Articles of Incorporation, as amended.                                                                                                                     |  | Exhibit 4.1 to our Registration Statement on Form S-3 filed on March 17, 2004.                                         
|              |      | 
|3             | (ii) |  | By-laws, as amended.                                                                                                                                                |  | Exhibit 3(ii) to our Quarterly Report on Form 10-Q for
the quarter ended June 30, 2002 filed on August, 14, 2002.      
|              |      | 
|4.1           | *    |  | 1995 Employee Stock Option Plan and 1995 Non-Employee Directors Stock Option Plan, both as most recently amended. August 8, 2003 and August 7, 2002, respectively. |  | Exhibit 4.1 to Registration Statement on Form S-8 filed on September 2, 2003.                                          
|              |      | 
|4.2           | *    |  | 1995 Employee Stock Purchase Plan, as most recently amended as of August 8, 2003                                                                                    |  | Exhibit 4.2 to Registration Statement on Form S-8 filed on September 2, 2003.                                          
|              |      | 
|4.3           |      |  | Sample Common Stock Certificate of Registrant                                                                                                                       |  | Exhibit 4.1 to our Current Report on Form 8-K filed on April 28, 2004.                                                 
|              |      | 
|10.13         |      |  | Loan Modification Agreement with Silicon Valley Bank dated June 9, 2003                                                                                             |  | Exhibit 10.11 to our Quarterly Report on Form 10-Q for the quarter ended June 30, 2003 filed on August 14, 2003.       
|              |      | 
|10.14         |      |  | Loan Modification Agreement with Silicon Valley Bank dated June 26, 2003                                                                                            |  | Exhibit 10.12 to our Quarterly Report on Form 10-Q for the quarter ended June 30, 2003 filed on August 14, 2003.       
|              |      | 
|10.15         |      |  | Stock and Warrant Purchase Agreement dated July 28, 2003 between the Company and Investors for July 2003 Private Placement                                          |  | Exhibit 10.14 to our Quarterly Report on Form 10-Q for the quarter ended September 30, 2003 filed on November 14, 2003.
|              |      | 
|10.16         |      |  | Amendment to Placement Agency Agreement dated July 28, 2003 for July 2003 Private Placement                                                                         |  | Exhibit 10.15 to our Quarterly Report on Form 10-Q for the quarter ended September 30, 2003 filed on November 14, 2003.
|              |     
|10.17         |      |  | + Amended and Restated Loan and Security Agreement by and between Silicon Valley Bank and California Micro Devices Corporation, dated January 23, 2004             
|              |     
|23.1          |      |  | + Consent of Grant Thornton LLP, Independent Certified Public Accountants, dated June 9, 2004                                                                      
|              |     
|23.2          |      |  | +^ Consent of Ernst & Young, LLP, Independent Registered Public Accounting Firm                                                                                    
|              |     
|31.1          |      |  | += Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002                                                              
|              |     
|31.2          |      |  | += Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002                                                              
|              |     
|32.1          |      |  | + Certifications under Section 906 of the Sarbanes-Oxley Act of 2002                                                                                               



|* | Denotes a management contract or compensatory plan or arrangement.
|- | ------------------------------------------------------------------



|+ | Previously submitted with original Form 10-K filing
|- | ---------------------------------------------------



|^ | Replacement exhibit is attached to this Amendment
|- | -------------------------------------------------



|= | Supplemental exhibit relating to this Amendment is attached to this Amendment
|- | -----------------------------------------------------------------------------



| | (b) | Reports on Form 8-K:
| | --- | --------------------



On January 5, 2004 the company filed a report on Form 8-K, which reported under Item 12 the issuance of a press release relating to
updated estimates for its financial results for its fiscal third quarter ended December 31, 2003.



On February 5, 2004 the company filed a report on Form 8-K, which reported under Item 12 the issuance of a press release relating to its
financial results for its fiscal third quarter ended December 31, 2003.





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SIGNATURES



Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this Amendment No. 1 to
Report on Form 10-K to be signed on its behalf by the undersigned, thereunto duly authorized on the 2nd day of September, 2004.



CALIFORNIA MICRO DEVICES CORPORATION (Registrant)By:

/S/    ROBERT V.
DICKINSONRobert V. Dickinson President, Chief Executive Officer and Director




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 indicated on the 2nd day of September, 2004.



By:



|                                              |  |                                                                                             
|--------------------------------------------- |  | --------------------------------------------------------------------------------------------
|                                              | 
|/S/    ROBERT V.
DICKINSONRobert V.
Dickinson |  | President, Chief Executive Officer and Director(Principal Executive Officer)                
|                                              | 
|/S/    R. GREGORY
MILLERR. Gregory
Miller     |  | Vice President Finance & Chief Financial Officer(Principal Financial and Accounting Officer)
|                                              | 
|/S/    WADE F.
MEYERCORD*Wade F.
Meyercord    |  | Chairman of the Board                                                                       
|                                              | 
|/S/    EDWARD C.
ROSS*Edward C.
Ross          |  | Director                                                                                    
|                                              | 
|/S/    JOHN L.
SPRAGUE*John L.
Sprague        |  | Director                                                                                    
|                                              | 
|/S/    DAVID L.
WITTROCK*David L.
Wittrock    |  | Director                                                                                    
|                                              | 
|/S/    DAVID W.
SEAR*David W.
Sear            |  | Director                                                                                    



|* | By Robert V. Dickinson, attorney-in fact.
|- | -----------------------------------------