8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, DC 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): October 28, 2008

TOLLGRADE COMMUNICATIONS, INC.

(Exact Name of Registrant as Specified in Its Charter)

Pennsylvania	000-27312	25-1537134
(State or Other Jurisdiction	(Commission	(IRS Employer
of Incorporation)	File Number)	Identification Number)

493 Nixon Road
Cheswick, Pennsylvania 15024
(Address of Principal Executive Offices) (Zip Code)

Registrant’s telephone number, including area code: (412) 820-1400

N/A
(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

ITEM 8.01 OTHER EVENTS

On October 28, 2008 the Company issued a press release announcing that its board of directors has approved a stock repurchase program for the repurchase of shares of common stock with an aggregate value of up to $15 million, through open market and privately negotiated transactions. The authorization does not obligate the Company to acquire any particular amount of common stock and, at the board’s discretion, it may be modified or discontinued at any time. A copy of the Company’s press release is furnished as Exhibit 99.1.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

     (c) EXHIBITS

99.1 Press release dated October 28, 2008 announcing approval of a stock repurchase program, furnished herewith.

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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.

	TOLLGRADE COMMUNCIATIONS, INC.
Dated: 10/29/08	By:	/s/ Sara M. Antol

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EXHIBIT INDEX

Exhibit No.	Description
99.1	Press release dated October 28, 2008 announcing a stock repurchase program, furnished herewith.

EX-99.1

Exhibit 99.1

NEWS RELEASE

Contact: Bob Butter, Communications / Office: 412-820-1347/ bbutter@tollgrade.com

TOLLGRADE’S BOARD OF DIRECTORS APPROVES $15 MILLION

SHARE REPURCHASE PROGRAM

PITTSBURGH, October 28, 2008 — Tollgrade Communications, Inc. (NASDAQ: TLGD), a leading supplier of network service assurance test products and solutions, today announced that its Board of Directors has approved a repurchase program for the Company’s common stock with an aggregate share value of up to $15 million, through open market and privately negotiated transactions. Repurchases under the program will be at the Company’s discretion and subject to market conditions, trading price and other factors.

This authorization to repurchase shares has no time limit and does not obligate the Company to acquire any particular amount of common stock, and at the Board’s discretion, may be suspended, discontinued or modified at any time. As of September 27, 2008, the Company had approximately 13.2 million shares of common stock outstanding.

 About Tollgrade

Tollgrade Communications, Inc. is a leading provider of service assurance products and services for centralized test systems around the world. Tollgrade designs, engineers, markets and supports centralized test systems, test access and status monitoring products, and next generation network assurance technologies. Tollgrade’s customers range from the top telecom and cable providers, to numerous independent telecom, cable and broadband providers around the world. Tollgrade’s testing, measurement and monitoring solutions support the infrastructure of cable and telecom companies offering current and emerging triple play services, as well as for power distribution companies. For more information, visit Tollgrade’s web site at www.tollgrade.com

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TOLLGRADE COMMUNICATIONS, INC.
493 Nixon Road / Cheswick, PA 15024 / 412-820-1400 / 800-878-3399 / Fax: 412-820-1530
Telco Support: 800-777-5405 / Cable Support (TAC): 941-373-6850 or 888-486-3510
www.tollgrade.com