10-Q/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q/A

(Amendment No. 1)

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 29, 2008

OR

¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from              to             

Commission File No. 0-14225

EXAR CORPORATION

(Exact Name of Registrant as specified in its charter)

Delaware	94-1741481
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

48720 Kato Road, Fremont, CA 94538

(Address of principal executive offices)

(510) 668-7000

(Registrant’s telephone number, including area code)

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  x    No  ¨

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “accelerated filer”, “large accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer  ¨    Accelerated filer  x

Non-accelerated filer  ¨ (Do not check if a smaller reporting company)    Smaller reporting company  ¨

Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  ¨    No  x

As of July 27, 2008, 42,708,044 shares of the Registrant’s Common Stock, par value $0.0001, were issued and outstanding, net of 19,835,425 treasury shares.

EXAR CORPORATION AND SUBSIDIARIES

INDEX TO

AMENDMENT NO. 1 TO QUARTERLY REPORT ON FORM 10-Q

FOR THE QUARTERLY PERIOD ENDED JUNE 29, 2008

		Page
	EXPLANATORY NOTE	3
	PART I – FINANCIAL INFORMATION
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	4
	PART II – OTHER INFORMATION
Item 6.	Exhibits	11
	Signatures	12

2

EXPLANATORY NOTE

We are filing this amendment (“Amendment No. 1”) to our Quarterly Report on Form 10-Q for the fiscal quarter ended June 29, 2008 (the “Original Filing”), as originally filed with the Securities and Exchange Commission (the “SEC”) on August 8, 2008, solely to correct typographical errors in disclosure regarding our net sales associated with products acquired in the Sipex merger referenced in “Net Sales by Channel” in Part I, Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations. No other changes have been made to the Original Filing.

This Amendment No. 1 should be read in conjunction with our Original Filing and this Amendment No. 1 continues to speak as of the date of the Original Filing. We have not updated the disclosure contained herein to reflect events that have occurred since the date of the Original Filing.

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PART I – FINANCIAL INFORMATION

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following Management’s Discussion and Analysis of Financial Condition and Results of Operations, as well as information contained in “Risk Factors” below and elsewhere in this Quarterly Report, contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements are generally written in the future tense and/or may generally be identified by words such as “will,” “may,” “should,” “could,” “expect,” “suggest,” “believe,” “anticipate,” “intend,” “plan,” or other similar words. Forward-looking statements contained in this Quarterly Report include, among others, statements regarding (1) our revenue growth, (2) our future gross profits, (3) our future research and development efforts and related expenses, (4) our future selling, general and administrative expenses, (5) our cash and cash equivalents, short-term marketable securities and cash flows from operations being sufficient to satisfy working capital requirements and capital equipment needs for at least the next 12 months, (6) our ability to continue to finance operations with cash flows from operations, existing cash and investment balances, and some combination of long-term debt and/or lease financing and sales of equity securities, (7) the possibility of future acquisitions and investments, (8) our ability to accurately estimate our assumptions used in valuing stock-based compensation and (9) our ability to estimate and reconcile distributors’ reported inventories to their activities. Actual results may differ materially from those projected in the forward-looking statements as a result of various factors. Factors that could cause actual results to differ materially from those stated herein include, but are not limited to: the information contained under the captions “Part I, Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Part II, Item 1A. Risk Factors.” We disclaim any obligation to update information in any forward-looking statement.

BUSINESS OVERVIEW

Exar Corporation and its subsidiaries (“Exar” or “we”) is a fabless semiconductor company that designs, develops, markets and sells connectivity and power management products to the consumer, communications and industrial markets. Applying both analog and digital technologies, our products are deployed in a wide array of applications such as portable electronic devices, set top boxes, digital video recorders, telecommunication systems and industrial automation equipment. Our portfolio spans a wide range of performance solutions from direct current to direct current (“DC-DC”) regulators and controllers, voltage references, microprocessor supervisors, charge pump regulators and light-emitting diode (“LED”) drivers, single and multi-channel Universal Asynchronous Receiver/Transmitters (“UART”) for portable and wireless applications, serial interfaces, port multipliers for storage applications, to T/E (T: North America and Asia transmission interface; E: European transmission interface) and Synchronous Optical Network/Synchronous Data Hierarchy (“Sonet/SDH”) communications. The solutions are designed working directly with large original equipment manufacturer (“OEM”) customers who help drive our technology roadmap and system solutions.

We market our products worldwide with sales offices and personnel located throughout the Americas, Europe, Asia and Japan. Our products are sold in the United States through a number of manufacturers’ representatives and distributors. Internationally, our products are sold through various regional and country specific distributors with locations in thirty-three countries around the globe. In addition to our sales offices, we also employ a worldwide team of field application engineers to work directly with our customers.

Our international sales consist primarily of sales that are denominated in U.S. Dollars. Such international related operations expenses expose us to fluctuations in currency exchange rates because our foreign operating expenses are denominated in foreign currency while our sales are denominated in U.S. Dollars. Although foreign sales within certain countries or foreign sales comprised of certain products may subject us to tariffs, our gross profit margin on international sales, adjusted for differences in product mix, is not significantly different from that realized on our sales to domestic customers. Our operating results are subject to quarterly and annual fluctuations as a result of several factors that could materially and adversely affect our future profitability as described in Part II, Item 1A – “Risk Factors—Our Financial Results May Fluctuate Significantly Because Of A Number Of Factors, Many Of Which Are Beyond Our Control.”

In December 2007, we changed our fiscal year end from a fiscal year ending as of the last day of March to a 52-53 week fiscal year ending on the Sunday closest to March 31. As part of this change, each fiscal quarter also ends on the Sunday closest to the end of the corresponding calendar quarter. The first fiscal quarters of 2009 and 2008 included 91 days from March 31, 2008 to June 29, 2008 and April 1, 2007 to June 30, 2007, respectively.

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On August 25, 2007, we acquired Sipex Corporation (“Sipex”) through the merger of Sipex and a subsidiary of Exar. Accordingly, the results of operations of Sipex and estimated fair value of assets acquired and liabilities assumed were included in our consolidated financial statements beginning August 26, 2007.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

The preparation of our financial statements and accompanying disclosures in conformity with GAAP, the accounting principles generally accepted in the United States, requires estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosures of contingent assets and liabilities in the consolidated financial statements and the accompanying notes. The U.S. Securities and Exchange Commission (“SEC”) has defined a company’s critical accounting policies as policies that are most important to the portrayal of a company’s financial condition and results of operations, and which require a company to make its most difficult and subjective judgments, often as a result of the need to make estimates of matters that are inherently uncertain. Based on this definition, we have identified our most critical accounting policies and estimates to be as follows: (1) revenue recognition; (2) valuation of inventories; (3) income taxes; (4) stock-based compensation; (5) goodwill; and (6) long-lived assets. Although we believe that our estimates, assumptions and judgments are reasonable, they are based upon information presently available. Actual results may differ significantly from these estimates if the assumptions, judgments and conditions upon which they are based upon turn out to be inaccurate. A further discussion can be found in Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” of our Annual Report on Form 10-K for the fiscal year ended March 30, 2008.

RESULTS OF OPERATIONS

Net Sales by Product Line

We began to recognize revenue on shipments to our two primary distributors, Future Electronics Inc. (“Future”), a related party, and Nu Horizons Electronics Corp. (“Nu Horizons”), on a sell-through basis beginning August 26, 2007. Certain net sales by product line for prior periods have been reclassified to be consistent with the presentation of the fiscal year of 2009.

The following table showed net sales by product line in absolute dollars and as a percentage of net sales for the periods indicated (in thousands):

	Three Months Ended
	June 29, 2008				June 30, 2007				Change
Net sales:
Communications	$	6,896	21	%	$	7,146	42	%	(3	)%
Interface		18,526	58	%		9,955	58	%	86	%
Power management		6,789	21	%		—	—		100	%
Total	$	32,211	100	%	$	17,101	100	%

Communications

Communications products include network access and transmission products and storage products as well as optical products acquired in the Sipex merger.

Net sales of communications products for the first fiscal quarter of 2009 included $1.0 million of additional sales from the merger. Net of this effect, net sales of network access and transmission products for the first fiscal quarter of 2009 were $1.3 million lower as compared to the first fiscal quarter of 2008, primarily due to decreased volumes of T/E carrier products and price erosion on a SONET product.

Interface

Interface products include UARTs, video, imaging and other products as well as transceiver products acquired in the Sipex merger.

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Net sales of interface products for the first fiscal quarter of 2009 included $9.7 million of additional sales relating to sales of products acquired in the Sipex merger. Net of this effect, net sales of interface products for the first fiscal year of 2009 were $1.1 million lower as compared to the first fiscal quarter of 2008, primarily due to decreased volume of UART sales, price erosion on a limited number of UART products and reduced sales from last time buy orders.

Power Management

Power management products, including DC-DC regulators and LED drivers, were acquired in the Sipex merger and increased net sales for the first fiscal quarter of 2009 by $6.8 million.

Net Sales by Channel

The following table showed net sales by channel in absolute dollars and as a percentage of net sales for the periods indicated (in thousands):

	Three Months Ended
	June 29, 2008				June 30, 2007				Change
Net sales:
Sell-through distributors	$	19,348	60	%	$	6,597	39	%	193	%
Direct and others		12,863	40	%		10,504	61	%	22	%
Total	$	32,211	100	%	$	17,101	100	%

Net sales to our distributors for which we recognize revenue on the sell-through method, for the first fiscal year of 2009, included $12.8 million in sales of the products acquired in the Sipex merger. Net sales to direct customers and other distributors for the first fiscal quarter of 2009 included $4.6 million in sales of the products acquired in the Sipex merger.

Net Sales by Geography

The following table showed net sales by geography in absolute dollars and as a percentage of net sales for the periods indicated (in thousands):

	Three Months Ended
	June 29, 2008				June 30, 2007				Change
Net sales:
Americas	$	7,792	24	%	$	6,885	40	%	13	%
Asia		17,292	54	%		5,527	32	%	213	%
Europe		7,127	22	%		4,689	28	%	52	%
Total	$	32,211	100	%	$	17,101	100	%

Net sales in the Americas for the first fiscal quarter of 2009 included $3.0 million in sales of products acquired in the Sipex merger. Net sales in Asia and Europe for the first fiscal quarter of 2009 included $12.1 million and $4.4 million, respectively, of sales of products acquired in the Sipex merger.

Gross Profit

The following table showed gross profit in absolute dollars and as a percentage of net sales for the periods indicated (in thousands):

	Three Months Ended
	June 29, 2008				June 30, 2007				Change
Net sales	$	32,211			$	17,101
Gross profit	$	14,470	45	%	$	11,357	66	%	27	%

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Gross profit represents net sales less cost of sales. Cost of sales includes:

• the cost of purchasing finished silicon wafers manufactured by independent foundries;

• the costs associated with assembly, packaging, test, quality assurance and product yields;

• the cost of personnel and equipment associated with manufacturing support and manufacturing engineering;

• the amortization of purchased intangible assets in connection with acquisitions; and

• the provision for excess and obsolete inventory.

The decrease in gross profit, as a percentage of net sales, for the first fiscal quarter of 2009, was primarily due to lower margins on products acquired with the Sipex merger and amortization expense of $0.7 million associated with the purchased intangible assets as a result of the Sipex merger. Amortization expense for the purchased intangible assets for the same period a year ago was $0.2 million.

Stock-based compensation expense recorded in cost of sales was approximately $192,000 for the first fiscal quarter of 2009 as compared to approximately $28,000 for the first fiscal quarter of 2008. The increase in stock-based compensation expense when compared to a year ago was primarily attributable to assumed unvested stock options in connection with the Sipex merger.

Other Costs and Expenses

	Three Months Ended
	June 29, 2008				June 30, 2007				Change
Net sales	$	32,211			$	17,101
Research and development		8,092	25	%		6,058	35	%	34	%
Selling, general and administrative		11,301	35	%		5,531	32	%	104	%

Research and Development (“R&D”)

Our research and development costs consisted primarily of:

• the salaries, stock-based compensation, and related expenses of employees engaged in product research, design and development activities;

• costs related to engineering design tools, mask tooling costs, test hardware, engineering supplies and services, and use of in-house test equipment;

• Amortization of purchase intellectual property; and

• facilities expenses.

The increase in R&D expenses for the first fiscal quarter of 2009 as compared to the same period a year ago was primarily a result of incremental expense of $1.1 million due to the growth of our company as a result of the Sipex merger, amortization expense of $0.3 million of purchased intellectual property and higher labor-related costs.

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Stock-based compensation expense recorded in R&D expenses was $0.4 million for the first fiscal quarter of 2009 as compared to $0.2 million same period a year ago. The increase in stock-based compensation expense when compared to the same period a year ago was primarily attributable to assumed unvested stock options in connection with the Sipex merger.

Selling, General and Administrative (“SG&A”)

Selling, general and administrative expenses consisted primarily of:

• salaries, stock-based compensation and related expenses;

• sales commissions;

• professional and legal fees;

• amortization of purchased intangible assets; and

• facilities expenses.

Our SG&A expenses for the first fiscal quarter of 2009 doubled as compared to same period a year ago which was primarily a result of incremental expense of $3.8 million due to the growth of our company as a result of the Sipex merger, amortization of acquired intangible assets of $0.2 million, a merger-related property tax expense of $0.4 million, higher professional fees and increased facility costs.

Stock-based compensation expense recorded in SG&A expenses was $0.8 million for the first fiscal quarter of 2009 as compared to $0.5 million same period a year ago. The increase in stock-based compensation expense when compared to the same period a year ago was primarily attributable to assumed unvested stock options in connection with the Sipex merger.

Other Income and Expenses

	Three Months Ended
	June 29, 2008					June 30, 2007				Change
Net sales	$	32,211				$	17,101
Interest income and other, net		2,670		8	%		4,497	26	%	(41	)%
Interest expense		(331	)	-1	%		—	—		100	%

Interest Income and Other, Net

Our interest income and other, net primarily consisted of:

• interest income;

• sublease income;

• realized gains (losses) on marketable securities;

• foreign exchange gains or losses; and

• gains or losses on the sale or disposal of equipment.

The decrease in interest income and other, net during the first fiscal quarter of 2009 as compared to the same period a year ago was primarily attributable to a decrease in interest income as a result of lower invested cash balances and lower yield of the investments. Cash and short-term investments balances decreased $95.0 million during the first fiscal quarter of 2009 as compared to the same period a year ago, primarily as result of stock repurchases of 10.5 million shares totaling $101.9 million since the first fiscal quarter of 2008.

8

Our Hillview facility located in Milpitas, California, which we originally leased from Mission West Properties, L.P. (See Part I, Item 1, Notes to Condensed Consolidated Financial Statements, Note 13 – Lease Obligations), was sublet to a subtenant in April 2008. The sublease expires on March 31, 2011 with average annual rent of approximately $1.4 million. The sublease also requires the subtenant to pay certain operating costs associated with subleasing the facility. The sublease income for the first fiscal quarter of 2009 was approximately $294,000.

Interest Expense

In connection with our merger with Sipex, we assumed a lease financing obligation related to a facility, located at 233 South Hillview Drive in Milpitas, California (the “Hillview facility”). We have accounted for this sale and leaseback transaction as a financing transaction which was included in the “Long-term lease financing obligations” line item on the condensed consolidated balance sheet. The effective interest rate is 8.2%. The interest expense for the first fiscal quarter of 2009 was primarily attributable to the Hillview facility financing transaction.

Provision (Benefit) for Income Taxes

During the first fiscal quarters of 2009 and 2008, we recorded an income tax benefit of approximately $0.1 million and $0.3 million, respectively. The decrease in income tax benefit was primarily due to benefits recorded during the first fiscal quarter of 2008 from the favorable resolution of a tax audit.

LIQUIDITY AND CAPITAL RESOURCES

(dollars in thousands)	Three Months Ended
	June 29, 2008			June 30, 2007
Cash and cash equivalents	$	139,986		$	74,666
Short-term investments		118,565			278,905
Total cash, cash equivalents, and short-term investments	$	258,551		$	353,571
Percentage of total assets		63	%		84	%
Net cash provided by operating activities	$	3,729		$	2,526
Net cash provided by (used in) investing activities		25,957			(44,399	)
Net cash used in financing activities		(11,716	)		(3,255	)
Effect of exchange rate change on cash		—			(15	)
Net increase (decrease) in cash and cash equivalents	$	17,970		$	(45,143	)

Our net loss was approximately $2.5 million for the first fiscal quarter of 2009. After adjustments for non-cash items and changes in working capital, we generated $3.7 million of cash from operating activities.

Significant non-cash charges included:

• Deprecation and amortization expenses of $3.5 million;

• Stock-based compensation expense of $1.4 million.

Working capital changes included:

• a $0.3 million decrease in accounts receivable primarily due to higher collections of accounts receivable balances;

• a $1.3 million increase in other accounts payable and accrued expenses primarily as a result of increased vendor invoices and timing of the related payments; and

• a $0.6 million increase in deferred income and allowances on sales to distributors due to a change in the mix of pre-merger and post-merger inventory in the channel at our sell-through distributors.

9

In the first fiscal quarter of 2009, net cash provided by investing activities reflects net sales and maturities of short-term marketable securities of $27.0 million partially offset by $1.0 million in purchases of property, plant and equipment and intellectual property.

We acquire outstanding common stock in the open market to partially offset dilution from our stock awards program, to increase our return on our invested capital and to bring our cash to a more appropriate level for our company. We may continue to utilize our stock purchase program described below, which would reduce our cash, cash equivalents and/or short-term investments available to fund future operations and to meet other liquidity requirements.

On August 28, 2007, we established a share repurchase plan (“2007 SRP”) and authorized the repurchase of up to $100 million of our common stock. The 2007 SRP was in addition to a share repurchase plan announced in March 6, 2001 (“2001 SRP”), which covered the repurchase of up to $40 million of our common stock.

During the first fiscal quarter of 2009, we repurchased a total of 1.5 million shares of our common stock at an aggregate cost of $12.9 million under the 2007 SRP.

The shares repurchased under the 2001 SRP fully utilized the $40 million authorization in the fiscal year of 2008. As of June 29, 2008, the remaining authorized amount for the stock repurchase under the 2007 SRP was $12.3 million with no termination date.

To date, inflation has not had a significant impact on our operating results.

We anticipate that we will continue to finance our operations with cash flows from operations, existing cash and investment balances, and some combination of long-term debt and/or lease financing and additional sales of equity securities. The combination and sources of capital will be determined by management based on our needs and prevailing market conditions.

We believe that our cash and cash equivalents, short-term marketable securities and cash flows from operations will be sufficient to satisfy working capital requirements and capital equipment needs for at least the next 12 months. However, should the demand for our products decrease in the future, the availability of cash flows from operations may be limited, thus having a material adverse effect on our financial condition or results of operations. From time to time, we evaluate potential acquisitions, strategic arrangements and equity investments complementary to our design expertise and market strategy, which may include investments in wafer fabrication foundries. To the extent that we pursue or position ourselves to pursue these transactions, we could consume a significant portion of our capital resources or choose to seek additional equity or debt financing. There can be no assurance that additional financing could be obtained on terms acceptable to us. The sale of additional equity or convertible debt could result in dilution to our stockholders.

RECENT ACCOUNTING PRONOUNCEMENTS

Please refer to Part I, Item 1 – “Financial Statements” and “Notes to Condensed Financial Statements, Note 2 – Accounting Policies.”

OFF-BALANCE SHEET ARRANGEMENTS

As of June 29, 2008, we had no off-balance sheet arrangements as defined in Item 303(a)(4) of the SEC’s Regulation S-K.

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CONTRACTUAL OBLIGATIONS AND COMMITMENTS

Our contractual obligations and commitments at June 29, 2008 were as follows (in thousands):

	Fiscal Year
	Remainder of 2009		2010		2011		2012		2013		Total
Contractual Obligations
Purchase commitment (1)	$	7,201	$	—	$	—	$	—	$	—	$	7,201
Long-term lease financing obligation (2)		1,458		2,865		2,906		1,087		—		8,316
Lease obligations (3)		390		312		209		161		—		1,072
Long-term investment commitments
(Skypoint Fund) (4)		737		—		—		—		—		737
Remediation commitment (5)		40		53		53		46		—		192
Total	$	9,826	$	3,230	$	3,168	$	1,294	$	—	$	17,518

Note: The table above excludes the liability for uncertain tax positions of approximately $1,056,000 at June 29, 2008 since we cannot predict with reasonable reliability the timing of cash settlements with the respective taxing authorities.

(1) We place purchase orders with wafer foundries and other vendors as part of our normal course of business. We expect to receive and pay for wafers, capital equipment and various service contract over the next 12 to 18 months from our existing cash balances.

(2) Lease payments (excluding $12.2 million estimated final obligation settlement with the lessor by returning the Hillview facility at the end of lease term due on our Hillview facility in Milpitas, California under a 5-year Standard Form Lease agreement that we signed with Mission West Properties L.P. on March 9, 2006, as amended on August 25, 2007). This also includes a $4.7 million licensing agreement related to engineering design software.

(3) Includes lease payments related to worldwide offices and buildings.

(4) The commitment related to the Skypoint Fund does not have a set payment schedule and thus will become payable upon the request from the Fund’s General Partner.

(5) The commitment relates to the environmental remediation activities of Micro Power Systems, Inc.

ITEM 6. EXHIBITS

(a) Exhibits required by Item 601 of Regulation S-K

See the Exhibit Index, which follows the signature page to this report.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this Report to be signed on its behalf by the undersigned thereunto duly authorized.

	EXAR CORPORATION
	(Registrant)
August 11, 2008	By	/s/    Pedro (Pete) P. Rodriguez
		Pedro (Pete) P. Rodriguez
		Chief Executive Officer, President and Director
		(Principal Executive Officer)

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EXHIBIT INDEX

Exhibit Footnote	Exhibit Number	Description
(a)	31.1	Principal Executive Officer Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002;
(a)	31.2	Principal Financial Officer Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002;
(a)	32.1	Principal Executive Officer Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002;
(a)	32.2	Principal Financial Officer Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002;

(a) Filed herewith.

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EX-31.1

EXHIBIT 31.1

PRINCIPAL EXECUTIVE OFFICER CERTIFICATION

I, Pedro (Pete) P. Rodriguez, certify that:

1. I have reviewed this Amendment No. 1 to Quarterly Report on Form 10-Q of Exar Corporation;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s Board of Directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: August 11, 2008

/s/    Pedro (Pete) P. Rodriguez

Pedro (Pete) P. Rodriguez

Chief Executive Officer, President and Director

(Principal Executive Officer)

EX-31.2

EXHIBIT 31.2

PRINCIPAL FINANCIAL OFFICER CERTIFICATION

I, J. Scott Kamsler, certify that:

1. I have reviewed this Amendment No. 1 to Quarterly Report on Form 10-Q of Exar Corporation;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s Board of Directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: August 11, 2008

/s/    J. SCOTT KAMSLER

J. Scott Kamsler

Senior Vice President and Chief Financial Officer

(Principal Financial and Accounting Officer)

EX-32.1

Exhibit 32.1

CERTIFICATION 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, Pedro (Pete) P. Rodriguez, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to my knowledge, the Amendment No. 1 to Quarterly Report of Exar Corporation on Form 10-Q for the period ended June 29, 2008 fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and that information contained in such Amendment No. 1 to Quarterly Report on Form 10-Q fairly presents, in all material respects, the financial condition and results of operations of Exar Corporation.

Date: August 11, 2008

/s/    Pedro (Pete) P. Rodriguez

Pedro (Pete) P. Rodriguez

Chief Executive Officer, President and Director

(Principal Executive Officer)

EX-32.2

Exhibit 32.2

CERTIFICATION 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, J. Scott Kamsler, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to my knowledge, the Amendment No. 1 to Quarterly Report of Exar Corporation on Form 10-Q for the period ended June 29, 2008 fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and that information contained in such Amendment No. 1 to Quarterly Report on Form 10-Q fairly presents, in all material respects, the financial condition and results of operations of Exar Corporation.

Date: August 11, 2008

/s/    J. Scott Kamsler

J. Scott Kamsler

Senior Vice President and Chief Financial Officer

(Principal Financial and Accounting Officer)