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 5, 2006

                               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 2.02   RESULTS OF OPERATIONS AND FINANCIAL CONDITION

On January 5, 2006, Endwave Corporation ("Endwave") issued a press release
reporting the preliminary financial results for the fourth quarter ended
December 31, 2005. A copy of this press release is attached to this Report as
exhibit 99.1.

ITEM 9.01.  FINANCIAL STATEMENTS AND EXHIBITS.

(d)  Exhibits:

EXHIBIT NO.   EXHIBIT TITLE
- -----------   ------------------------------------------------------------------
99.1          Press Release issued January 5, 2006.



                                   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 5, 2006                      By:    /s/ Julianne M. Biagini
                                                   ----------------------------
                                                   Julianne M. Biagini
                                            Title: Senior Vice President and
                                                   Chief Financial Officer



                                INDEX TO EXHIBITS

EXHIBIT NO.   DESCRIPTION
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99.1          Press Release issued January 5, 2006.

EX-99.1

                                                                    Exhibit 99.1

            ENDWAVE ANNOUNCES PRELIMINARY FOURTH QUARTER 2005 RESULTS

    SUNNYVALE, Calif., Jan. 5 /PRNewswire-FirstCall/ -- Endwave Corporation
(Nasdaq: ENWV), a leading provider of high frequency RF modules for
telecommunications networks, defense electronics and homeland security systems,
today announced that it expects to report fourth quarter 2005 revenues of
approximately $13.0 million, compared with $14.3 million in the prior quarter
and $11.4 million in the fourth quarter of 2004. Revenues for 2005 are expected
to be approximately $49 million, an increase of more than 45% from $33.2 million
in 2004.

    "During the fourth quarter, we incurred delays in some telecom orders until
early 2006 which led to a quarter over quarter decrease in our telecom
revenues," said Ed Keible, Endwave's CEO and President. "We are pleased to
report, however, that revenue from our non-telecom business is anticipated to
grow more than 20% from the third quarter of 2005, and to more than double for
the year. Further, we are pleased to report significant year over year revenue
growth, and believe the outlook for Endwave remains strong."

    Endwave Corporation cautions that its anticipated results are preliminary
based on the best information currently available and subject to completion of
preparation of the financial statements and the audit of its year-end financial
results.

    Quarterly Conference Call Scheduled for Feb. 2
    Endwave Corporation will report financial results for the fourth quarter and
year ended December 31, 2005, on Thursday, February 2, 2006 at 1:30 p.m. Pacific
Standard Time.

    Investors are invited to participate in the conference call by accessing one
of two methods: first, investors can listen to a live audio web cast of
Endwave's quarterly conference call on the investor relations section of the
company's website at http://www.endwave.com/investors. The web cast replay will
be available on-line after the earnings call at approximately 2:30 p.m. Pacific
Standard Time, and will continue to remain available for 90 calendar days after
the call. Alternatively, investors may access the live conference call by
dialing (913) 981-5581, and entering the passcode "Endwave". In addition, an
audio telephone replay of the conference call will also be available
approximately one hour following the conclusion of the call, and will continue
to be available for 5 calendar days by dialing (719) 457-0820, and entering the
passcode 1363407.

    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 38 issued patents covering its core
technologies including semiconductor and proprietary circuit designs. Endwave
Corporation is headquartered in Sunnyvale, CA, with operations in Diamond
Springs, CA; Andover, MA; and Chiang Mai, Thailand. Additional information about
the company can be accessed from the company's web site at
http://www.endwave.com .

    "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: accounting classification and treatment of presently unaudited fourth
quarter and 2005 results; our ability to achieve 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 quarterly report on Form 10-Q. Endwave does not undertake any
obligation to update such forward-looking statements.

SOURCE  Endwave Corporation
    -0-                             01/05/2006
    /CONTACT:  Mary McGowan of Summit IR Group Inc., +1-408-522-3100,
ext. 7702, or mary@summitirgroup.com, for Endwave Corporation/
    /Web site:  http://www.endwave.com /