EXHIBIT 10.32.1

FIRST AMENDMENT TO COMMUNICATIONS & POWER INDUSTRIES 2000 STOCK OPTION PLAN

Section 3 of the Communications & Power Industries 2000 Stock Option Plan is
hereby amended and restated in its entirety to read as follows:

3. SHARES SUBJECT TO THE PLAN. The shares to be sold upon the exercise of Stock
Options awarded under this Plan shall consist of the Company's authorized but
unissued Common Stock. Subject to adjustment as provided in Section 6 hereof,
the aggregate number of shares of Common Stock which may be sold upon the
exercise of Stock Options awarded to Participants pursuant to Section 5 below
shall not exceed 350,000 of such shares (the "Option Shares"). Option Shares
subject to Stock Options that lapse or terminate without exercise shall be
available to be subject to newly issued Stock Options under the Plan. A holder
of Option Shares upon the exercise of his or her Stock Options shall be entitled
to all rights (including voting and dividend rights) of a holder of Common Stock
of the Company.