CALIFORNIA MICROWAVE INC
8-K, 1997-06-23
RADIO & TV BROADCASTING & COMMUNICATIONS EQUIPMENT
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                           SECURITIES AND EXCHANGE COMMISSION
                                Washington, D.C.  20549

                                        FORM 8-K

                   Current Report Pursuant to Section 13 or 15(d) of
                          the Securities Exchange Act of 1934



                                      June 3, 1997
                    Date of Report (Date of earliest event reported)



                               CALIFORNIA MICROWAVE, INC.
                 (Exact name of registrant as specified in its charter)


             Delaware                 0-7428              94-1668412
             (State or other          (Commission         (IRS Employer
             jurisdiction of          File Number)        Identification No.)
             incorporation)


                    555 Twin Dolphin Drive, Redwood City, California 94065
                     (Address of principal executive offices)  (Zip Code)


             (Registrant's telephone number, including area code):  415/596-9000

























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                       Item 5.  Other Events.

                       On June 3, 1997, California Microwave, Inc. (the
             "Company") issued the press release attached as Exhibit 99.1
             hereto announcing that after a comprehensive business review
             the Company had decided to sell its Satellite Transmission
             Systems and Microwave Networks business units and keep its
             satellite modem and other wireless radio divisions.  

                       Item 7.  Financial Statements and Exhibits.

                  (c)  Exhibits

                       99.1 Press Release of California Microwave, Inc.
                            dated June 3, 1997.


                                       SIGNATURE

                       Pursuant to the requirements of the Securities
             Exchange Act of 1934, the Registrant has duly caused this
             report to be signed on its behalf by the undersigned hereunto
             duly authorized.  


                                      CALIFORNIA MICROWAVE, INC.
                                           (Registrant)



                                      By:  /s/ GEORGE L. SPILLANE
                                           ______________________________
                                      Name:     George L. Spillane
                                      Title:    Vice President,
                                                Chief Financial Officer



             Dated:  June 20, 1997
















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                                     EXHIBIT INDEX


                  Exhibit No.         Description of Exhibit


                  99.1                Press Release of California
                                      Microwave, Inc. dated June 3, 1997















































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                                           California Microwave, Inc.
                                           555 Twin Dolphin Drive
                                           Redwood City, CA  94065 USA
                                           (415) 596-9000  Fax: (415) 596-6600
                                           ___________________________________

                                           PRESS RELEASE


          FOR IMMEDIATE RELEASE
          June 3, 1997


          For Further Information Contact:
          Stephanie M. Day  Investor Information Line:  Deborah Passik
          Vice President-   (Toll-free)                 William Dunk
          Corporate         1-888-225-6789              Partners, Inc.
          Communications    http://www.calmike.com      (919) 929-4100
          (415) 596-6629


                         CALIFORNIA MICROWAVE SHARPENS FOCUS;
                           TO DIVEST TWO OF EIGHT DIVISIONS


          REDWOOD CITY, CALIFORNIA - CALIFORNIA MICROWAVE, INC. (Nasdaq
          National Market:CMIC) announced today that after a comprehensive
          business review by management and outside advisors, the company
          has decided to focus its resources on its six business units
          which have a leading market position in the markets they address. 
          Consequently, the company intends to sell its Satellite
          Transmission Systems (STS) and Microwave Networks (MN) business
          units and keep its satellite modem and other wireless radio
          divisions.  J. P. Morgan was retained to aid in the comprehensive
          business review and now has been engaged to handle the
          divestiture.

          Leadership Positions in Wireless Radio-based Data Communications
          California Microwave indicated that an important strategic
          consideration in its decision is to focus on maintaining and
          expanding the company's leading market positions in its
          satellite, terrestrial data radio and other wireless product
          businesses.  According to market research studies, requirements
          for data telecommunications bandwidth will increase significantly
          over the next three years, and by the year 2005 data is expected
          to account for a major portion of traffic on the public
          communications network.  Forces driving the need for expanded
          bandwidth for data include Internet access, enterprise-wide
          business solutions and digital TV.  California Microwave's
          satellite and terrestrial data radio products address these
          applications.

          Satellite Transmission Systems, located in Hauppauge, NY, is a
          turnkey supplier of satellite communications earth stations and


                                         -1-<PAGE>





          networks.  It provides systems engineering and integration
          capabilities.  Microwave Networks, with facilities in Stafford,
          TX, and in Chelmsford, MA, designs and manufactures microwave
          radio systems for cellular, personal communications services and
          public and private communications networks.  The six business
          units being retained by the Company - EFData, Microwave Data
          Systems, Microwave Radio Communications, Airborne Systems
          Integration Division, Government Electronics Division and
          Services Division - participate in point-to-point and point-to-
          multipoint data transmission markets.

          California Microwave, Inc. is a leading U.S. supplier of
          satellite earth station and microwave radio products, installed
          in more than 110 countries.

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