8-K

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                                  UNITED STATES
                       SECURITIES 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): January 27, 2005

                               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.)

                               776 Palomar Avenue
                           Sunnyvale, California 94085
               (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))

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ITEM 5.02.  Departure of Directors or Principal Officers; Election of Directors;
            Appointment of Principal Officers

        On January 28, 2005, Endwave Corporation ("Endwave") announced two
changes to their Board of Directors. Mr. John F. McGrath, Jr. has been appointed
to Endwave's Board of Directors and Audit Committee effective January 27, 2005.
Furthermore, Mr. Edward C.V. Winn has been elected to the position of
non-executive Chairman of the Board, also effective January 27, 2005. In
addition, Mr. Winn will continue serving as Chairman of the Audit Committee
until March 30, 2005, when Mr. McGrath effectively takes over in this capacity.
Endwave's Audit Committee, composed entirely of independent directors, now
consists of Mr. McGrath, Mr. Winn, and Mr. Joseph Lazzarra, who joined Endwave's
Board in January 2004. A copy of the press release further describing these
appointments is filed as Exhibit 99.1 to this report and is incorporated herein
by reference.

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

(c) Exhibits:

Exhibit No.   Exhibit Title
- -----------   ------------------------------------------------------------------
99.1          Press Release, dated January 28, 2005, entitled "Endwave Announces
              Changes to its Board of Directors".



                                   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: January 28, 2005                         By:    /s/ JULIANNE M. BIAGINI
                                                       -------------------------
                                                       Julianne M. Biagini
                                                Title: Senior Vice President and
                                                       Chief Financial Officer



INDEX TO EXHIBITS

Exhibit No.            Description
- -----------   ------------------------------------------------------------------
99.1          Press Release, dated January 28, 2005, entitled "Endwave Announces
              Changes to its Board of Directors".

EX-99.1

                                                                    Exhibit 99.1

               ENDWAVE ANNOUNCES CHANGES TO ITS BOARD OF DIRECTORS

        John F. McGrath, Jr. Joins the Board and Edward C.V. Winn Elected
                       Non-Executive Chairman of the Board

        SUNNYVALE, Calif., Jan. 28 /PRNewswire-FirstCall/ -- Endwave Corporation
(Nasdaq: ENWV), a leading provider of radio frequency (RF) subsystems for
carrier-class cellular infrastructure, broadband wireless networks, and defense
systems, today announced two changes to its Board of Directors. Mr. John F.
McGrath, Jr. has been appointed to Endwave's Board of Directors and Audit
Committee effective January 27, 2005. Furthermore, Mr. Edward C.V. Winn has been
elected to the position of non-executive Chairman of the Board, also effective
January 27, 2005. In addition, Mr. Winn will continue serving as Chairman of the
Audit Committee until March 30, 2005, when Mr. McGrath effectively takes over in
this capacity. Endwave's Audit Committee, composed entirely of independent
directors, now consists of Mr. McGrath, Mr. Winn, and Mr. Joseph Lazzarra, who
joined Endwave's Board in January 2004.

        Mr. McGrath is Vice President and CFO for Network Equipment
Technologies, a position he has held since 2001. Prior to this, Mr. McGrath
served as Vice President of Finance for Aspect Communications. Mr. McGrath
received a B.S. in Accounting from the University of Wyoming and an MBA from
Stanford Graduate School of Business, with a focus on Finance and International
Business. He is a Certified Public Accountant in the State of California and is
an active member of Financial Executives International.

        Mr. Edward Winn has served as a director of Endwave since July 2000.
From March 1992 to January 2000, Mr. Winn served in various capacities with
Triquint Semiconductor, most recently as CFO and Executive Vice President,
Finance and Administration. Previously, Mr. Winn served as Group Vice President
of Avantek. Mr. Winn received a B.S. in Physics from Rensselaer Polytechnic
Institute and an MBA from Harvard Business School. Mr. Winn also serves as a
member of the board of directors of Omnivision Technologies, Inc.

        "We welcome John McGrath as our newest Board member, and look forward to
the financial expertise and executive leadership skills that he will bring to
our team", said Ed Keible, CEO, President and fellow member of Endwave's Board
of Directors. "In addition, we are pleased to announce Ed Winn's appointment as
non-executive Chairman of the Board after many years of service on Endwave's
Board. I expect John and Ed to be instrumental in helping to guide the strategic
direction of Endwave during this exciting time for our company," added Keible.



        About Endwave
        Endwave Corporation develops and manufactures radio frequency (RF)
subsystems for use in high-speed cellular backhaul networks, enterprise access,
commercial radar systems and other broadband applications. Through its
wholly-owned subsidiary, Endwave Defense Systems Incorporated, the company
supplies innovative high-frequency subsystem solutions to homeland security,
government, and other defense electronics applications. Endwave's products
include transmitters, receivers, integrated transceivers, outdoor units,
oscillators and synthesizers, high-power cellular switch-combiners, and RF
modules (amplifiers, frequency multipliers, switches, and up/down-converters).
Endwave and its subsidiaries have more than 35 issued patents covering their
core technologies including semiconductor and proprietary circuit designs.
Endwave Corporation is headquartered in Sunnyvale, CA, with operations in
Diamond Springs, CA; Andover, MA; and Lamphun, Thailand. Additional information
about the company can be accessed from the company's web site at
http://www.endwave.com.

SOURCE  Endwave Corporation
        -0-                             01/28/2005
        /CONTACT: Mark Hebeisen, VP Marketing of Endwave Corporation,
+1-978-686-4400, ext. 105, or mark.hebeisen@endwave.com/
        /Web site: http://www.endwave.com /
        (ENWV)