8-K

UNITED STATESSECURITIES AND EXCHANGE COMMISSION
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): October 21, 2008
ENDWAVE CORPORATION
(Exact name of registrant as specified in its charter)

Delaware
(State or other jurisdiction of incorporation)

000-31635	95-4333817
(Commission File No.)	(IRS Employer Identification No.)

130 Baytech Drive

San Jose, California 95134

(Address of principal executive offices) (Zip Code)

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

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 (see General Instruction A.2. below):

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

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

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

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

ITEM 2.02.     RESULTS OF OPERATIONS AND FINANCIAL CONDITION.

On October 21, 2008, Endwave Corporation (the “Company”) announced via press release the Company’s results for the fiscal quarter ended September 30, 2008. A copy of the press release is furnished with this Current Report on Form 8-K as Exhibit 99.1 and is incorporated herein by reference.

In accordance with General Instruction B.2 of Form 8-K, the information in this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liability of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing.

ITEM 9.01.     FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.

(c)       Exhibits:

Exhibit No.	Exhibit Title
99.1	Press Release issued October 21, 2008.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

		ENDWAVE CORPORATION
Dated:	October 21, 2008	By:	/s/ BRETT W. WALLACE
			Brett W. Wallace
		Title:	Executive Vice President & Chief Financial Officer

INDEX TO EXHIBITS

Exhibit No.	Description
99.1	Press Release issued October 21, 2008.

EX-99.1

Exhibit 99.1

Endwave Reports Third Quarter 2008 Financial Results

Revenues Increase 23% Year-over-Year Driven by Non-Telecom Product Sales

SAN JOSE, Calif.--(BUSINESS WIRE)--October 21, 2008--Endwave Corporation (Nasdaq:ENWV), a leading provider of high-frequency RF modules for telecommunications networks, defense electronics and homeland security systems, today reported financial results for its third quarter of 2008, which ended on September 30, 2008.

Revenues were $17.0 million for the third quarter of 2008, compared with $13.8 million for the third quarter of 2007 and $17.3 million for the second quarter of 2008. Net loss, calculated in accordance with accounting principles generally accepted in the United States (GAAP), for the third quarter of 2008 was $999,000, or $0.11 per share, compared with net loss for the third quarter of 2007 of $1.7 million, or $0.14 per share, and net loss for the second quarter of 2008 of $760,000, or $0.08 per share.

Non-GAAP net income for the third quarter of 2008 was $334,000, or $0.03 per diluted share, compared with non-GAAP net loss for the third quarter of 2007 of $215,000, or $0.02 per share, and non-GAAP net income for the second quarter of 2008 of $648,000, or $0.05 per diluted share. For the third quarter of 2008, non-GAAP net income was calculated by excluding non-cash stock-based compensation expense of $1.0 million and amortization of intangible assets of $328,000. For the third quarter of 2007, non-GAAP net income was calculated by excluding non-cash stock-based compensation expense of $1.1 million and amortization of intangible assets of $329,000. For the second quarter of 2008, non-GAAP net income was calculated by excluding non-cash stock-based compensation expense of $1.1 million and amortization of intangible assets of $328,000.

Cash, cash equivalents and investments as of September 30, 2008 were $44.1 million, comparable to the $44.0 million at June 30, 2008.

"We are pleased to have generated strong year-over-year revenue gains driven by increased demand for our non-telecom products, which represented over one third of our September quarter revenues,” said Ed Keible, Endwave's CEO and President. “We believe our strategy to diversify our product offerings beyond the telecom market is beginning to provide the expected benefits. Although we are in a challenging and uncertain credit environment, our cash position remains strong and we are confident in our ability to weather the current economic turbulence.”

Conference Call

Endwave Corporation will hold a conference call to discuss its financial results today at 1:30 p.m. Pacific time. Investors are invited to participate in the conference call by dialing (303) 262-2140 by 1:20 p.m. Pacific time. Starting approximately one hour after the completion of the live call, a replay will also be available until October 28. To access the recording, dial (303) 590-3000 (Pass code: 11120864 #). Investors are also invited to listen to a live and/or archived webcast of Endwave's quarterly conference call on the investor relations section of the company's website at www.endwave.com. The webcast replay will be available for 90 days.

About Endwave

Endwave Corporation designs, manufactures and markets RF modules that enable the transmission, reception and processing of high-frequency signals in telecommunications networks, defense electronics and homeland security systems. These RF modules include high-frequency integrated transceivers, amplifiers, synthesizers, oscillators, up and down converters, frequency multipliers and microwave switch arrays. Endwave has 43 issued patents covering its core technologies including semiconductor and proprietary circuit designs. Endwave Corporation is headquartered in San Jose, CA, with operations in Diamond Springs, CA; El Dorado Hills, CA; Andover, MA; and Chiang Mai, Thailand. Additional information about Endwave can be accessed from its web site at www.endwave.com.

Use of Non-GAAP Financial Information

To supplement Endwave's condensed consolidated financial statements presented in accordance with GAAP, Endwave uses certain measures of financial performance that are non-GAAP financial measures within the meaning of Regulation G promulgated by the Securities and Exchange Commission. These non-GAAP measures may include gross margin, net income (loss) and net income (loss) per share data that are adjusted from results based on GAAP to exclude certain expenses, gains and losses. These non-GAAP measures are provided to enhance investors’ overall understanding of Endwave’s current financial performance and Endwave’s prospects for the future. Specifically, Endwave believes the non-GAAP measures provide useful information to both management and investors by excluding certain expenses that may not be indicative of its core operating results. These measures should be considered in addition to results prepared in accordance with GAAP, but should not be considered a substitute for, or superior to, GAAP results. These non-GAAP measures included in this press release have been reconciled to the GAAP results in the attached tables.

“Safe Harbor” Statement under the Private Securities Litigation Reform Act of 1995:

This press release and the conference call referred to in this press release may contain forward-looking statements within the meaning of the Federal securities laws and is subject to the safe harbor created thereby. Any statements contained in this press release or on the conference call that are not statements of historical fact may be deemed to be forward-looking statements. Words such as “plans,” “intends,” “expects,” “believes” and similar expressions are intended to identify these forward-looking statements. Information contained in forward-looking statements is based on current expectations and is subject to change. Actual results could differ materially from the forward-looking statements due to many factors, including the following: volatility resulting from consolidation of key customers; our ability to achieve revenue growth and maintain profitability; our customer and market concentration; our suppliers’ abilities to deliver raw materials to our specifications and on time; our successful implementation of next-generation programs, including inventory transitions; our ability to penetrate new markets; fluctuations in our operating results from quarter to quarter; our reliance on third-party manufacturers and semiconductor foundries; acquiring businesses and integrating them with our own; component, design or manufacturing defects in our products; our dependence on key personnel; and fluctuations in the price of our common stock. Forward-looking statements contained in this press release and on our conference call should be considered in light of these factors and those factors discussed from time to time in Endwave's public reports filed with the Securities and Exchange Commission, such as those discussed under “Risk Factors” in Endwave’s most recent Annual Report on Form 10-K and subsequently-filed reports on Form 10-Q. Endwave does not undertake any obligation to update such forward-looking statements.

CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands)
(unaudited)
	September 30, 2008		December 31, 2007
Assets
Current assets
Cash and cash equivalents	$	29,085	$	38,992
Short-term investments		14,976		5,464
Accounts receivables, net		10,277		9,362
Inventories		15,670		12,434
Other current assets		1,413		1,168
Total current assets		71,421		67,420
Long-term investments		-		4,501
Property and equipment, net		3,751		2,999
Other assets		239		212
Restricted cash		625		25
Goodwill and intangible assets, net		6,489		7,432
Total assets	$	82,525	$	82,589
Liabilities and stockholders' equity
Current liabilities:
Accounts payable	$	4,264	$	3,422
Accrued warranty		2,672		2,712
Accrued compensation		3,134		2,240
Other current liabilities		762		2,251
Total current liabilities		10,832		10,625
Other long-term liabilities		24		116
Total stockholders' equity		71,669		71,848
Total liabilities and stockholders' equity	$	82,525	$	82,589

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except share and per share amounts)
(unaudited)
	Three months ended						Nine months ended
	Sept. 30, 2008			Sept. 30, 2007			Sept. 30, 2008			Sept. 30, 2007
Total revenues	$	16,979		$	13,794		$	48,440		$	42,084
Costs and expenses:
Cost of product revenues		11,798			9,940			33,529			30,768
Cost of product revenues, amortization of intangible assets		149			149			447			399
Research and development		2,943			2,792			8,715			7,906
Selling, general and administrative		3,200			3,230			9,927			9,709
Amortization of intangible assets		179			180			537			352
Total costs and expenses		18,269			16,291			53,155			49,134
Loss from operations		(1,290	)		(2,497	)		(4,715	)		(7,050	)
Interest and other income, net		291			842			1,042			2,708
Loss before provision for income taxes		(999	)		(1,655	)		(3,673	)		(4,342	)
Provision for income taxes		-			-			22			-
Net loss	$	(999	)	$	(1,655	)	$	(3,695	)	$	(4,342	)
Basic and diluted net loss per share	$	(0.11	)	$	(0.14	)	$	(0.40	)	$	(0.37	)
Shares used in calculating basic and diluted net loss per share		9,216,760			11,618,746			9,182,041			11,590,059

NON-GAAP CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (1)
(in thousands, except share and per share amounts)
(unaudited)
	Three months ended					Nine months ended
	Sept. 30, 2008		Sept. 30, 2007			Sept. 30, 2008			Sept. 30, 2007
Total revenues	$	16,979	$	13,794		$	48,440		$	42,084
Costs and expenses:
Cost of product revenues		11,610		9,740			32,975			30,273
Research and development		2,718		2,562			8,021			7,294
Selling, general and administrative		2,608		2,549			8,085			7,715
Total costs and expenses		16,936		14,851			49,081			45,282
Income (loss) from operations		43		(1,057	)		(641	)		(3,198	)
Interest and other income, net		291		842			1,042			2,708
Income (loss) before provision for income taxes		334		(215	)		401			(490	)
Provision for income taxes		-		-			22			-
Net income (loss)	$	334	$	(215	)	$	379		$	(490	)
Basic net income (loss) per share	$	0.04	$	(0.02	)	$	0.04		$	(0.04	)
Diluted net income (loss) per share	$	0.03	$	(0.02	)	$	0.03		$	(0.04	)
Shares used in calculating basic net income (loss) per share		9,216,760		11,618,746			9,182,041			11,590,059
Shares used in calculating diluted net income (loss) per share		12,344,673		11,618,746			12,330,665			11,590,059
Basis of presentation:
1. Non-GAAP operating results exclude amortization of intangible assets and non-cash stock compensation expense.

GAAP TO NON-GAAP NET INCOME (LOSS) RECONCILIATION
(in thousands)
(unaudited)
	Three months ended						Nine months ended
	Sept. 30, 2008			Sept. 30, 2007			Sept. 30, 2008			Sept. 30, 2007
GAAP net loss	$	(999	)	$	(1,655	)	$	(3,695	)	$	(4,342	)
Cost of product revenues, amortization of intangible assets		149			149			447			399
Cost of product revenues, stock-based compensation expense		188			200			554			495
Amortization of intangible assets		179			180			537			352
Research and development, stock-based compensation expense		225			230			694			612
Selling, general and administrative, stock-based compensation expense		592			681			1,842			1,994
Non-GAAP net income (loss)	$	334		$	(215	)	$	379		$	(490	)

CONTACT:
Summit IR Group Inc.
Mary McGowan, 408-404-5401
mary@summitirgroup.com