October 19, 2000
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: California Micro Devices Corporation
Amendment No. 1 to Registration Statement on Form S-3
File No. 333-44986
Ladies and Gentlemen:
Pursuant to Rule 477 promulgated under the Securities
Act of 1933, California Micro Devices Corporation (the "Company")
hereby requests that the above-referenced Registration Statement
be withdrawn and that the Securities and Exchange Commission
consent to this request.
The Company hereby confirms that no offers or sales of
the Company's Common Stock have been made under the above-
referenced Registration Statement. Such Registration Statement
is being withdrawn due to current market conditions. The market
price of the Company's Common Stock has fallen from $24.00 per
share when the Registration Statement was initially filed to
$11.50 on October 18, 2000.
Please contact our counsel, Richard Boehmer, Esq. of
O'Melveny & Myers LLP, at 213 430-6643 (telephone) or 213 430-
6407 (fax) to confirm the consent of the Securities and Exchange
Commission to the withdrawal of said Registration Statement or if
you have any questions.
Very truly yours,
CALIFORNIA MICRO DEVICES CORPORATION
By: /s/ JOHN E.TREWIN
John E. Trewin
Vice President and Chief Financial Officer
cc: Mr. Geoff Edwards
(Via Fax: 202 942-9585)
