FOR IMMEDIATE RELEASE
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             CALIFORNIA MICRO DEVICES ADOPTS SHAREHOLDER RIGHTS PLAN

Milpitas, California,  September 24, 2001 - California Micro Devices Corporation
(Nasdaq:  CAMD)  today  announced  that its  Board of  Directors  has  adopted a
Shareholder  Rights Plan. Under the Rights Plan, Rights will be distributed as a
dividend  at the rate of one Right for each share of CAMD  common  stock held by
shareholders of record as of the close of business on October 12, 2001.

The Rights Plan is designed to enable all CAMD  shareholders to realize the full
value of their  investment  and to provide for fair and equal  treatment for all
shareholders  in the event that an unsolicited  attempt is made to acquire CAMD.
The adoption of the Rights Plan is intended as a means to guard against  abusive
takeover tactics.

The Rights will be  distributed  as a  non-taxable  dividend and will expire ten
years  from  the  date of  adoption  of the  Rights  Plan.  The  Rights  will be
exercisable  only if a person or group  acquires  15  percent  or more of CAMD's
common stock.  If a person or group acquires 15 percent or more of CAMD's common
stock while the Rights Plan  remains in place,  all Rights  holders,  except the
acquiring  person or  group,  will be  entitled  to buy CAMD  common  stock at a
discount. The effect will be to discourage acquisitions of 15 percent or more of
CAMD's common stock in the absence of negotiations with the Board.

The  Rights  will  trade  with  CAMD's  common  stock  unless and until they are
separated  upon the  occurrence  of  certain  future  events.  California  Micro
Devices'  Board of Directors may terminate the Rights Plan at any time or redeem
the Rights  prior to the time a person or group  acquires  15 percent or more of
CAMD's  Common  Stock.  Additional  details  regarding  the Rights  Plan will be
outlined  in a summary  to be mailed to all  shareholders  following  the record
date,  and a copy of the Rights Plan will be filed  shortly with the  Securities
and Exchange Commission.

About California Micro Devices Corporation

Headquartered in Milipitas  California,  CAMD designs,  manufactures and markets
integrated thin film,  silicon-based  termination  and filtering  components and
active  electronic  circuitry.  Built  in  ISO  9000-registered  quality  system
environments,  CAMD's products target the requirements of computer,  networking,
and communication-based customers for smaller, high density devices that operate
at high  frequencies  with  superior  performance  and  functionality.  For more
information please log on to www.calmicro.com.




Except for the historical information contained herein, the matters set forth in
this press  release  are  forward-looking  statements  within the meaning of the
"safe harbor"  provisions  of the Private  Securities  Litigation  Reform Act of
1995. Such statements  include,  without  limitation,  statements  regarding the
anticipated  benefits  and  expected  consequences  of the  Rights  Plan.  These
forward-looking statements are subject to risks and uncertainties that may cause
actual results to differ materially.  For a discussion of factors that may cause
results to differ,  see CAMD's SEC reports,  including its  Quarterly  Report on
Form 10-Q for the quarter ended June 30, 2001 and its Annual Report on Form 10-K
for the fiscal year ended March 31,2001. These forward-looking  statements speak
only as of the date hereof.  The company  disclaims  any intent or obligation to
update these forward-looking statements.


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