UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K/A

Amendment No. 1

FOR ANNUAL AND TRANSITION REPORTS
PURSUANT TO SECTIONS 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

(Mark One)

þ	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the fiscal year ended December 31, 2003

OR

o	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the transition period from                     to

Commission file number: 000-31635

Endwave Corporation

(Exact name of registrant as specified in its charter)

Delaware	95-4333817
(State of incorporation)	(I.R.S. Employer Identification No.)
776 Palomar Avenue,
Sunnyvale, CA	94085
(Address of principal executive offices)	(Zip code)

(408) 522-3100
(Registrant’s telephone number, including area code)

(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:
None

Securities registered pursuant to Section 12(g) of the Act:
Common Stock, $0.001 par value

     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 þ No o

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

     Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of the registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K. þ

     The aggregate market value of the common stock held by non-affiliates of the registrant as of June 30, 2003 was approximately $14.4 million. Shares of voting common stock held by directors, executive officers, and by each person who beneficially owns 10% or more of the outstanding common stock have been excluded in that such persons may be deemed to be affiliates. This determination of affiliate status is not necessarily a conclusive determination for other purposes. The aggregate market value has been computed based on a price of $2.64, which was the closing sale price June 30, 2003 as reported by the Nasdaq National Market.

     The number of shares outstanding of the registrant’s common stock as of March 12, 2004 was approximately 9,584,623.

TABLE OF CONTENTS

PART IV
	Item 15. Exhibits, Financial Statement Schedules and Reports on Form 8-K
SIGNATURES
Index to Exhibits.
EXHIBIT 10.30
EXHIBIT 31.1
EXHIBIT 31.2

EXPLANATORY NOTE

     This amended annual report on Form 10-K/A is being filed to amend Part IV, Item 15, of the Registrant’s Form 10-K for the period ended December 31, 2003, for the sole purpose of re-filing Exhibit 10.30. No other modifications or changes have been made to Part IV, Item 15 or any other portions of the Registrant’s Form 10-K as originally filed. This amendment to our Form 10-K does not reflect events occurring after the filing of our original Form 10-K or modify or update those disclosures affected by subsequent events.

PART IV

Item 15.        Exhibits, Financial Statement Schedules and Reports on Form 8-K

(a) Financial Statements Schedules and Exhibits.

(1)	The following financial statements are included in Item 8:
	Report of Ernst & Young LLP, Independent Auditors
	Balance Sheets as of December 31, 2003 and 2002
	Statements of Operations for the years ended December 31, 2003, 2002, and 2002
	Statement of Changes in Stockholders’ Equity for the years ended December 31, 2003, 2002, and 2001
	Statements of Cash Flows for years ended December 31, 2003, 2002, and 2001
	Notes to Financial Statements
(2)	The following financial statement schedule is included in item 14(d):
	Schedule II—Valuation and Qualifying Accounts

All other schedules not listed above have been omitted because they are inapplicable or are not required.

(3) Listing of Exhibits:

Number	Description
2.1(iii)	Asset Purchase Agreement by and among M/A-COM Tech, Inc., Tyco Electronics Logistics AG and the Registrant dated as of April 24, 2001.
2.2(v)	Asset Purchase Agreement by and among Signal Technology Corporation and the Registrant dated as of September 24, 2002.
3.1(i)	Amended and Restated Certificate of Incorporation effective October 20, 2000.
3.2(i)	Amended and Restated Bylaws effective October 20, 2000.
4.1(i)	Form of specimen Common Stock Certificate.
4.2(i)	Investors’ Rights Agreement dated March 31, 2000 by and among the Registrant and certain investors named therein.
4.3(i)	Warrant to Purchase Stock dated March 16, 1998, issued by the Registrant to Silicon Valley Bank for the purchase of shares of the Registrant’s Series E Preferred Stock.
4.4(iii)	Rights Agreement by and between M/A-COM Tech, Inc. and the Registrant dated as of April 24, 2001.
10.1(i)	Form of Indemnity Agreement entered into by the Registrant with each of its directors and officers.
10.2(i)	1992 Stock Option Plan.
10.3(i)	Form of Incentive Stock Option under 1992 Stock Option Plan.
10.4(i)	Form of Nonstatutory Stock Option under 1992 Stock Option Plan.
10.5(i)	Amended and Restated 2000 Equity Incentive Plan.
10.6(i)	Form of Stock Option Agreement under 2000 Equity Incentive Plan.
10.7(i)	2000 Employee Stock Purchase Plan.
10.8(i)	Form of 2000 Employee Stock Purchase Plan Offering.
10.9(i)	2000 Non-Employee Director Plan.
10.10(i)	Form of Nonstatutory Stock Option Agreement under the 2000 Non-Employee Director Plan.
10.11	Executive Officer Severance and Retention Plan.
10.12(iv)	Industrial Lease by and between The Irvine Company and the Registrant dated July 2, 2001.
10.18(i)	Production Agreement by and between TRW Inc. and the Registrant dated March 31, 2000 for the performance of the Development Agreement by and between TRW Inc. and Nokia Telecommunications OY dated January 28, 1999.

10.20(i)	Services Agreement by and between TRW Inc. and the Registrant dated March 31, 2000.
10.21(i)	Supply Agreement by and between TRW Inc. and the Registrant dated March 31, 2000.
10.23(i)	License Agreement by and between TRW Inc. and TRW Milliwave Inc. dated February 28, 2000.
10.24(ii)	Purchase Agreement No. 1201000 made and entered into by and between Nokia Networks By and Endwave Corporation on November 7, 2000.
10.25(vi)	Contract Change Notice/Amendment No. 1 to the Supply Agreement by and between TRW Inc. and the Registrant dated March 15, 2002.
10.26(vii)	Purchase Order 88M31651 by and between Lockheed Martin Corporation and the Registrant, dated May 21, 2002.
10.27(viii)	Extension of Validity of Purchase Agreement by and between Nokia and the Registrant dated September 9, 2002.
10.28+	Development Agreement by and between Nokia and the Registrant dated August 14, 2003.
10.29	Transaction Incentive Plan
10.30+	Purchase Agreement by and between Nokia Corporation and the Registrant dated December 31, 2003.
23.1	Consent of Ernst & Young LLP, Independent Auditors
31.1	Certification by Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2	Certification by Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1	Certifications of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

(i)	Previously filed with the Registrant’s Registration Statement on Form S-1 (Registration No. 333-41302).
(ii)	Previously filed with the Registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2000.
(iii)	Previously filed as an exhibit to the Registrant s Current Report on Form 8-K, filed on May 8, 2001.
(iv)	Previously filed with the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2001.
(v)	Previously filed as an exhibit to the Registrant s Current Report on Form 8-K dated September 24, 2002.
(vi)	Previously filed with the Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2002.
(vii)	Previously filed with the Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2002.
(viii)	Previously filed with the Registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2002.
+	Confidential treatment has been requested for a portion of this exhibit.

(b) Reports on Form 8-K.

None.

(d) Financial Statement Schedule

ENDWAVE CORPORATION

SCHEDULE II

VALUATION AND QUALIFYING ACCOUNTS
(in thousands)

Allowance for doubtful accounts:

			Additions
	Balance at		Charged to		Deductions			Balances
	Beginning		Costs and		and			at End of
	of Period		Expense		Write-offs			Period
Year ended December 31, 2003	$	324	$	126	$	(166	)	$	284
Year ended December 31, 2002	$	678	$	523	$	(877	)	$	324
Year ended December 31, 2001	$	248	$	502	$	(72	)	$	678

SIGNATURES

     Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

ENDWAVE CORPORATION
By:	/s/ JULIANNE M. BIAGINI
	Julianne M. Biagini
	Vice President and Chief Financial Officer (Duly Authorized Officer and Principal Financial and Accounting Officer)

Date: August 4, 2004

POWER OF ATTORNEY

     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 and on the dates indicated:

Signatures		Title	Date
/s/ EDWARD A. KEIBLE, JR.		Chief Executive Officer, President and Director	August 4, 2004
		(Principal Executive Officer)
Edward A. Keible, Jr.
/s/ JULIANNE M. BIAGINI		Senior Vice President and Chief Financial Officer	August 4, 2004
		(Principal Financial and Accounting Officer)
Julianne M. Biagini
*		Director	August 4, 2004
Joseph J. Lazzara
*		Director	August 4, 2004
Edward C.V. Winn
*		Director	August 4, 2004
Wade Meyercord
*		Director	August 4, 2004
Carol Herod Sharer
*		Director	August 4, 2004
Randolph M. Blotky
By:	/s/ Edward A. Keible, Jr.
	Edward A. Keible, Jr.
	Attorney-in-fact

Index to Exhibits.

Number	Description
10.30+	Purchase Agreement by and between Nokia Corporation and the Registrant dated December 31, 2003.
31.1	Certification by Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2	Certification by Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

+ Confidential treatment has been requested for a portion of this exhibit.