Exhibit 4.11

                          AMENDMENT NO. 4
                                  
                                 TO
                                  
                     CALIFORNIA AMPLIFIER, INC.
                                  
                1989 KEY EMPLOYEE STOCK OPTION PLAN
                                  
                                  
This Amendment No. 4 to the California Amplifier, Inc. 1989 Key
Employee Stock Option Plan (the "Plan").

     NOW, THEREFORE, the Plan is amended and modified as follows:

     1.   Section 3 of the Plan is amended to read in its entirety as follows:

     "Section 3.  COMMON SHARE SUBJECT TO PLAN

          "The maximum number of shares of Common Stock that may be acquired 
          upon the exercise in full of options granted under this Plan, in 
          the aggregate, is three million, four hundred thousand (3,400,000) 
          subject to adjustment as provided in Section 10 hereof. Such 
          maximum number does not include the number of shares of Common 
          Stock subject to the unexercised portion of any option granted 
          under this Plan that has expired or that has been terminated, which 
          may again become subject to options under this Plan."

     2.   This Amendment No. 4 to the Plan is effective as of May 16, 1996, 
          (the "Approval Date"); the date of adoption and approval by the 
          Board of Directors of the Company; provided, however, that any 
          option grants made pursuant to this Amendment No. 4 are subject to 
          approval by the stockholders of the Company within twelve months of 
          the Approval Date.