CALIFORNIA MICROWAVE INC
8-K, 1997-07-17
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



                                    July 17, 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 July 17, 1997, California Microwave, Inc. (the
          "Company") issued the press release attached as Exhibit 99.1
          hereto announcing that its board of directors had appointed
          Frederick D. Lawrence to the positions of chairman of the board,
          chief executive officer and president.

                    Item 7.  Financial Statements and Exhibits.

               (c)  Exhibits

                    99.1 Press Release of California Microwave, Inc. dated
                         July 17, 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:  July 17, 1997

















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                                     EXHIBIT INDEX


                  Exhibit No.         Description of Exhibit


                  99.1                Press Release of California
                                      Microwave, Inc. dated July 17, 1997















































                                         -3-<PAGE>








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

                                            PRESS RELEASE


          FOR IMMEDIATE RELEASE
          Thursday, July 17, 1997


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


                            CALIFORNIA MICROWAVE APPOINTS
                    FREDERICK LAWRENCE CHAIRMAN, CEO AND PRESIDENT

          REDWOOD CITY, CALIFORNIA - CALIFORNIA MICROWAVE, INC. (Nasdaq
          National Market:CMIC) announced today that its board of directors
          had appointed Frederick D. Lawrence, 49, to the positions of
          chairman of the board, chief executive officer and president.

          Telecommunications Experience at ComStream, ADC, Sprint and AT&T
          Lawrence joins California Microwave from ComStream Inc., where he
          was chief executive officer.  ComStream is an international
          supplier of satellite communications networks and products,
          wholly owned by Spar Aerospace Limited of Canady.  Prior to
          joining Comstream, Lawrence served from 1994-1996 as president,
          Transmission Group for ADC Telecommunications, which included
          five independent business units producing products for high speed
          video, voice, data and wireless communications.  From 1982-1994
          he held executive positions in network operations and engineering
          at Sprint Corporation and its operating companies dealing in
          local telephone, cellular and long distance.  Lawrence also held
          senior management positions at AT&T from 1970-1982.  He holds a
          BSEE from Western Michigan University.

          General Al Gray, who held the position of chairman during the
          search for a new chairman and chief executive officer, said,
          "With Fred's operating experience and strategic thinking, we will
          move forward with alacrity.  The CEO search has been a top
          priority for the board and we have found a strong leader in Fred
          Lawrence."  General Gray, who joined the board in 1993 and was
          appointed chairman in March 1997, remains a member of the board.





                                         -1-<PAGE>






          Lawrence indicated that California Microwave's leadership
          position in microwave technology and potential for enhanced
          profitability were key elements that attracted him to the
          company:  "California Microwave's decision to focus on its
          winners in order to improve performance is the right direction
          for the company.  As a former competitor, I am well aware of the
          formidable strengths that California Microwave brings to the
          marketplace.  We will leverage those strengths and make
          performance our top priority, with resumption of long-term growth
          a close second."

          Focus on Wireless Radio-based Data Communications
          In December 1996, California Microwave initiated a business
          review that culminated in the June 1997 announcement that it was
          divesting two of its eight divisions.  The company has decided to
          focus on maintaining and expanding product areas where it enjoys
          leading market positions in its satellite, terrestrial data radio
          and other wireless businesses.

          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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