U.S. SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

Form 10-K/A

Amendment No. 2 to

For the fiscal year ended: March 31, 2003

OR

For the transition period from                      to                     

Commission File Number: 0-15449

CALIFORNIA MICRO DEVICES CORPORATION

(Exact name of registrant as specified in its charter)

Registrant’s telephone number, including area code:

(408) 263-3214

Securities registered pursuant to Section 12(b) of the Act:

None

Securities registered pursuant to Section 12(g) of the Act:

Common Stock

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨

Indicate by check mark if disclosure of delinquent files pursuant to Item 405 of Regulation S-K (Section 209.405 of this chapter) is not contained herein, and will not be contained to the best of registrant’s knowledge, in any definitive proxy or information statement incorporated by reference in Part II of this Form 10-K or any amendment to this Form 10-K. Yes x No ¨

Indicate by check mark whether the registrant is an accelerated filer (as defined in Exchange Act Rule 12b-2). Yes ¨ No x

The approximate aggregate market value of the registrant’s common stock held by non-affiliates as of September 30, 2002 (the last business day of the registrant’s most recently completed second fiscal quarter) was $38.0 million based on the closing price for the common stock on the Nasdaq National Market on such date.

For purposes of this disclosure, common stock held by persons who hold more than 5% of the outstanding voting shares and common stock held by executive officers and directors of the Registrant have been excluded in that such persons may be deemed to be “affiliates” as that term is defined under the rules and regulations promulgated under the Securities Act of 1933. This determination of affiliate status is not necessarily a conclusive determination for other purposes.

As of May 30, 2003, the number of shares of the Registrant’s common stock outstanding was 15,887,606.

DOCUMENTS INCORPORATED BY REFERENCE

The Proxy Statement for the Registrant’s Annual Meeting of Shareholders held August 8, 2003.

EXPLANATORY NOTE

Registrant hereby amends Item 15 of Part IV to replace Exhibit 23.1, Consent of Ernst & Young, LLP, Independent Registered Public Accounting Firm with the attached Exhibit 23.1 which corrects the list of registration statements into which such firm consents that its report included in the Form 10-K/A (Amendment No. 1) be incorporated by reference by adding certain Form S-3 registration statements to such list.

PART IV

The following documents are filed as a part of this Report:

The exhibits listed below are filed herewith or incorporated by reference as indicated pursuant to Regulation S-K. The exhibit number refers to number indicated pursuant to the Instructions to the Exhibit Table for Regulation S-K.

(b) Reports on Form 8-K:

On March 13, 2003, we filed a Form 8-K under Item 5, including the risk factors from our S-3 declared effective February 25, 2003, in order that they could be incorporated by reference into our other pending registration statements.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the Registrant’s Proxy Statement in connection with its August 8, 2003 Annual Meeting of Shareholders (which will be filed with the Securities and Exchange Commission within 120 days of the end of the fiscal year ended March 31, 2003) are incorporated by reference into Part III.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this Amendment No. 2 to Report on Form 10-K to be signed on its behalf by the undersigned, thereunto duly authorized on the 2nd day of September 2004.

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities indicated on the 2nd day of September 2004.

By: