WASHINGTON, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT

                     PURSUANT TO SECTION 13 OR 15(d) OF THE

                         SECURITIES EXCHANGE ACT OF 1934

           Date of Report (Date of earliest event reported): March 29, 2001

                           CALIFORNIA AMPLIFIER, INC.
                (Exact Name of Registrant as Specified in Charter)

         Delaware                    0-12182                  95-3647070
      (State or Other        (Commission File Number)        (IRS Employer
      Jurisdiction of                                     Identification No.)

          460 Calle San Pablo                                   93010
         Camarillo, California                               (Zip Code)
(Address of Principal Executive Offices)

        Registrant's telephone number, including area code: (805) 987-9000


     On April 4, 2001, the Registrant issued a press release attached as Exhibit
20.1 to this Form 8-K  announcing  that as a result of  procedures  performed to
date relating to its continuing internal financial investigation the Company has
confirmed that there are  overstatements to net income for the fiscal year ended
February 26, 2000 as discussed in it's press  release  dated March 29, 2001,  as
well as  additional  overstatements  to net  income  for the  interim  quarterly
statements  issued in fiscal  year  2001.  The  amounts  for each  fiscal  year,
however,  have not yet been finalized.  To date, there has been no indication of
any   misstatement  of  revenue  for  any  period,   and  no  detection  of  any
misappropriation of cash or other assets.

     As  a  result  of  these  findings   Arthur  Andersen  LLP,  the  Company's
Independent  Public  Accountants,  has  informed  the  Company  that  due to the
misstatements it has withdrawn its Report of Independent  Public  Accountants on
the Company's  consolidated financial statements for the year ended February 26,


     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 AMPLIFIER, INC.

Date:  April 4, 2001          By:       /s/ Michael R. Ferron
                                        Michael R. Ferron
                                        Vice President Finance
                                        and Chief Financial Officer

                                INDEX TO EXHIBITS

  Exhibit No.               Description                  Method of Filing

  20.1        Press Release of California Amplifier,  Filed electronically
              Inc. dated April 4, 2001                herewith