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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______

FORM 10-Q
______

|    |  |                                                                                        
|--- |  | ---------------------------------------------------------------------------------------
|[X] |  | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2003

OR

|      |  |                                                                                         
|----- |  | ----------------------------------------------------------------------------------------
|[   ] |  | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ______to ______

000-31635
(Commission file number)
______

ENDWAVE CORPORATION
(Exact name of registrant as specified in its charter)
______

|                                         |  |                                     
|---------------------------------------- |  | ------------------------------------
|Delaware                                 |  | 95-4333817                          
|(State of incorporation)                 |  | (I.R.S. Employer Identification No.)
|                                         |  |                                     
|990 Almanor Avenue,                      |  |                                     
|Sunnyvale, CA                            |  | 94085                               
|(Address of principal executive offices) |  | (Zip code)                          

(408) 522-3100
(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 an accelerated filer (as
defined in Rule 12b-2 of the Exchange Act). Yes [  ] No [x].

The number of shares of the registrants Common Stock outstanding as of
October 31, 2003 was 9,297,685 shares.



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TABLE OF CONTENTS



|                              |                                                                                               |                                              |  |  |  |  |  | 
|----------------------------- | --------------------------------------------------------------------------------------------- | -------------------------------------------- |  |  |  |  |  | 
|PART I. FINANCIAL INFORMATION
|                              | Item 1. Financial Statements                                                                 
|                              |                                                                                               | Condensed Balance Sheets                    
|                              |                                                                                               | Unaudited Condensed Statements of Operations
|                              |                                                                                               | Unaudited Condensed Statements of Cash Flows
|                              |                                                                                               | Notes to Condensed Financial Statements     
|                              | Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
|                              | Item 3. Qualitative and Quantitative Disclosures about Market Risk                           
|                              | Item 4. Controls and Procedures.                                                             
|PART II. OTHER INFORMATION   
|                              | Item 6. Exhibits and Reports on Form 8-K                                                     
|SIGNATURE                    
|Index of Exhibits            
|EXHIBIT 10.11                
|EXHIBIT 10.28                
|EXHIBIT 10.29                
|EXHIBIT 31.1                 
|EXHIBIT 31.2                 
|EXHIBIT 32.1                 



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ENDWAVE CORPORATION

INDEX

|                   |  |                                                                                               |  |  |    |      |    | 
|------------------ |  | --------------------------------------------------------------------------------------------- |  |  | -- | ---- | -- | 
|                   |  |                                                                                               |  |  |    | Page
|                   |  |                                                                                               |  |  |    |     
|PART
          I.  |  | FINANCIAL
          INFORMATION                                                               |  |  |    |     
|                   |  |                                                                                               |  |  |    |      |    | 
|Item 1.            |  | Financial
          Statements                                                                |  |  | 3  |     
|                   |  |                                                                                               |  |  |    |      |    | 
|                   |  | Condensed
          Balance Sheets as of September 30, 2003 (unaudited) and December 31, 2002 |  |  | 3  |     
|                   |  |                                                                                               |  |  |    |      |    | 
|                   |  | Unaudited
          Condensed Statements of Operations for the three and nine months          |  |  |    |     
|                   |  | ended September
          30, 2003 and 2002                                                   |  |  | 4  |     
|                   |  |                                                                                               |  |  |    |      |    | 
|                   |  | Unaudited
          Condensed Statements of Cash Flows for the nine months ended              |  |  |    |     
|                   |  | September
          30, 2003 and 2002                                                         |  |  | 5  |     
|                   |  |                                                                                               |  |  |    |      |    | 
|                   |  | Notes to
          Condensed Financial Statements                                             |  |  | 6  |     
|                   |  |                                                                                               |  |  |    |      |    | 
|Item 2.            |  | Management's
          Discussion and Analysis of Financial Condition and Results of          |  |  |    |     
|                   |  | Operations                                                                                    |  |  | 14 |     
|                   |  |                                                                                               |  |  |    |      |    | 
|Item 3.            |  | Qualitative
          and Quantitative Disclosure about Market Risk                           |  |  | 17 |     
|                   |  |                                                                                               |  |  |    |      |    | 
|Item 4.            |  | Controls
          and Procedures                                                             |  |  | 17 |     
|                   |  |                                                                                               |  |  |    |      |    | 
|PART
          II. |  | OTHER
          INFORMATION                                                                   |  |  |    |     
|                   |  |                                                                                               |  |  |    |      |    | 
|Item 6.            |  | Exhibits
          and Reports on Form 8-K                                                    |  |  | 19 |     
|                   |  |                                                                                               |  |  |    |      |    | 
|SIGNATURES         |  |                                                                                               |  |  |    |      | 21 | 
|                   |  |                                                                                               |  |  |    |      |    | 
|EXHIBITS           |  |                                                                                               |  |  |    |      | 22 | 

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PART I. FINANCIAL INFORMATION







Item 1. Financial Statements







ENDWAVE CORPORATION
CONDENSED BALANCE SHEETS
(In thousands, except share amounts)

|                                                |                                                                                                                                |                                      |                      |          |               |        |              |          |   |        | 
|----------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------ | ------------------------------------ | -------------------- | -------- | ------------- | ------ | ------------ | -------- | - | ------ | 
|                                                |                                                                                                                                |                                      |                      |          | September 30, |        | December 31,
|                                                |                                                                                                                                |                                      |                      |          | 2003          |        | 2002        
|                                                |                                                                                                                                |                                      |                      |          |               |        |             
|ASSETS                                          |                                                                                                                                | (unaudited)                          |                      | (1)     
|Current assets:                                 |                                                                                                                                |                                      |                      |          |               |        |              |         
|                                                | Cash and cash equivalents                                                                                                      |                                      | $                    | 13,407   |               |        | $            | 9,224    |  
|                                                | Restricted cash                                                                                                                |                                      |                      | 1,000    |               |        |              | 1,560    |  
|                                                | Short-term investments                                                                                                         |                                      |                      | 14,478   |               |        |              | 19,801   |  
|                                                | Accounts receivable, net                                                                                                       |                                      |                      | 5,972    |               |        |              | 4,101    |  
|                                                | Inventories                                                                                                                    |                                      |                      | 8,237    |               |        |              | 11,784   |  
|                                                | Equipment  held for sale                                                                                                      |                                      |                      | 492      |               |        |              |         |  
|                                                | Other current assets                                                                                                           |                                      |                      | 174      |               |        |              | 718      |  
|                                                |                                                                                                                                |                                      |                      |          |               |        |              |         
|                                                |                                                                                                                                |                                      | Total current assets |          |               | 43,760 |              |          |   | 47,188 | 
|Property, plant and equipment, net              |                                                                                                                                |                                      | 7,610                |          |               |        | 12,713       |         
|Other assets, net                               |                                                                                                                                |                                      | 148                  |          |               |        | 148          |         
|                                                |                                                                                                                                |                                      |                      |          |               |        |              |         
|                                                |                                                                                                                                | $                                    | 51,518               |          |               | $      | 60,049       |         
|                                                |                                                                                                                                |                                      |                      |          |               |        |              |          |  
|                                                |                                                                                                                                | LIABILITIES AND STOCKHOLDERS EQUITY |                      |          |               |        |              |          |   |       
|Current liabilities:                            |                                                                                                                                |                                      |                      |          |               |        |              |         
|                                                | Accounts payable                                                                                                               |                                      | $                    | 930      |               |        | $            | 1,009    |  
|                                                | Accounts payable to affiliates                                                                                                 |                                      |                      | 1,428    |               |        |              | 1,029    |  
|                                                | Accrued warranty                                                                                                               |                                      |                      | 5,961    |               |        |              | 5,583    |  
|                                                | Accrued compensation and other liabilities                                                                                     |                                      |                      | 1,242    |               |        |              | 773      |  
|                                                | Capital lease obligations                                                                                                      |                                      |                      |         |               |        |              | 1,146    |  
|                                                | Notes payable                                                                                                                  |                                      |                      | 510      |               |        |              | 491      |  
|                                                | Other current liabilities                                                                                                      |                                      |                      | 1,503    |               |        |              | 1,437    |  
|                                                |                                                                                                                                |                                      |                      |          |               |        |              |         
|Total current liabilities                       |                                                                                                                                |                                      | 11,574               |          |               |        | 11,468       |         
|Capital lease obligations, less current portion |                                                                                                                                |                                      | 0                    |          |               |        | 113          |         
|Notes payable, less current portion             |                                                                                                                                |                                      | 395                  |          |               |        | 783          |         
|Other long-term liabilities                     |                                                                                                                                |                                      | 120                  |          |               |        | 179          |         
|Commitments and contingencies                   |                                                                                                                                |                                      |                      |          |               |        |              |         
|Stockholders equity:                           |                                                                                                                                |                                      |                      |          |               |        |              |         
|                                                | Convertible preferred stock $0.001 par
value; 27,000,000 shares authorized and
none issued and outstanding                     |                                      |                      |         |               |        |              |         |  
|                                                | Common stock, $0.001 par value per share;
100,000,000 authorized, 9,285,893 and
9,014,661 issued and outstanding,
respectively |                                      |                      | 9        |               |        |              | 9        |  
|                                                | Additional paid-in capital                                                                                                     |                                      |                      | 302,287  |               |        |              | 302,116  |  
|                                                | Deferred stock compensation                                                                                                    |                                      |                      | (400     | )             |        |              | (1,292   | )
|                                                | Accumulated other comprehensive (loss)                                                                                         |                                      |                      | (102     | )             |        |              | (67      | )
|                                                | Accumulated deficit                                                                                                            |                                      |                      | (262,284 | )             |        |              | (253,181 | )
|                                                | Treasury stock, at cost, 39,150 shares                                                                                         |                                      |                      | (79      | )             |        |              | (79      | )
|                                                |                                                                                                                                |                                      |                      |          |               |        |              |         
|                                                | Total stockholders equity                                                                                                     |                                      |                      | 39,429   |               |        |              | 47,506   |  
|                                                |                                                                                                                                |                                      |                      |          |               |        |              |         
|                                                |                                                                                                                                | $                                    | 51,518               |          |               | $      | 60,049       |         
|                                                |                                                                                                                                |                                      |                      |          |               |        |              |          |  

(1)  Derived from the Companys audited financial statements as of December 31, 2002

See accompanying notes.

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ENDWAVE CORPORATION
CONDENSED STATEMENTS OF OPERATIONS
(In thousands, except share and per share amounts)
(unaudited)

|                                                                 |                                     |                                                         |           |       |                    |   |                   |       |       |   |           |        |        |   |           |        |        |  | 
|---------------------------------------------------------------- | ----------------------------------- | ------------------------------------------------------- | --------- | ----- | ------------------ | - | ----------------- | ----- | ----- | - | --------- | ------ | ------ | - | --------- | ------ | ------ |  | 
|                                                                 |                                     |                                                         |           |       | Three months ended |   | Nine months ended
|                                                                 |                                     |                                                         |           |       | September 30,      |   | September 30,    
|                                                                 |                                     |                                                         |           |       |                    |   |                  
|                                                                 |                                     |                                                         |           |       | 2003               |   | 2002              |       | 2003  |   | 2002     
|                                                                 |                                     |                                                         |           |       |                    |   |                   |       |       |   |          
|Revenues:                                                        |                                     |                                                         |           |       |                    |   |                   |       |       |   |           |        |        |   |           |       
|                                                                 | Revenues                            |                                                         | $         | 8,120 |                    |   | $                 | 4,850 |       |   | $         | 24,108 |        |   | $         | 14,867 |       
|                                                                 | Revenues from affiliates            |                                                         |           | 84    |                    |   |                   | 104   |       |   |           | 223    |        |   |           | 710    |       
|                                                                 |                                     |                                                         |           |       |                    |   |                   |       |       |   |           |        |        |   |           |        |       
|Total revenues                                                   |                                     |                                                         | 8,204     |       |                    |   | 4,954             |       |       |   | 24,331    |        |        |   | 15,577    |       
|                                                                 |                                     |                                                         |           |       |                    |   |                   |       |       |   |           |        |        |   |           |        |       
|Costs and expenses:                                              |                                     |                                                         |           |       |                    |   |                   |       |       |   |           |        |        |   |           |       
|                                                                 |                                     | Cost of product revenues                                |           |       | 5,857              |   |                   |       | 9,752 |   |           |        | 19,009 |   |           |        | 23,588 | 
|                                                                 |                                     | Cost of product revenues from
affiliates                |           |       | 41                 |   |                   |       | 30    |   |           |        | 81     |   |           |        | 208    | 
|                                                                 |                                     | Research and development                                |           |       | 1,097              |   |                   |       | 2,137 |   |           |        | 3,643  |   |           |        | 7,901  | 
|                                                                 |                                     | Selling, general and
administrative                     |           |       | 1,556              |   |                   |       | 2,233 |   |           |        | 6,788  |   |           |        | 6,933  | 
|                                                                 |                                     | Restructuring charge                                    |           |       | 490                |   |                   |       | 4,860 |   |           |        | 490    |   |           |        | 7,893  | 
|                                                                 |                                     | Amortization (recovery) of
deferred stock compensation* |           |       | 21                 |   |                   |       | (20   | ) |           |        | 617    |   |           |        | 2,026  | 
|                                                                 |                                     | Loss on building sublease                               |           |       |                   |   |                   |       |      |   |           |        | 662    |   |           |        |       | 
|                                                                 |                                     | Impairment of long-lived
assets                         |           |       | 139                |   |                   |       |      |   |           |        | 2,548  |   |           |        |       | 
|                                                                 |                                     |                                                         |           |       |                    |   |                   |       |       |   |           |        |        |   |           |        |       
|Total costs and expenses                                         |                                     |                                                         | 9,201     |       |                    |   | 18,992            |       |       |   | 33,838    |        |        |   | 48,549    |       
|                                                                 |                                     |                                                         |           |       |                    |   |                   |       |       |   |           |        |        |   |           |        |       
|Loss from operations                                             |                                     |                                                         | (997      | )     |                    |   | (14,038           | )     |       |   | (9,507    | )      |        |   | (32,972)  | )     
|Interest and other income, net                                   |                                     |                                                         | 262       |       |                    |   | 97                |       |       |   | 404       |        |        |   | 1,485     |       
|                                                                 |                                     |                                                         |           |       |                    |   |                   |       |       |   |           |        |        |   |           |        |       
|Net loss                                                         |                                     | $                                                       | (735      | )     |                    | $ | (13,941           | )     |       | $ | (9,103    | )      |        | $ | (31,487   | )     
|                                                                 |                                     |                                                         |           |       |                    |   |                   |       |       |   |           |        |        |   |           |        |       
|Basic and diluted net loss per share                             |                                     | $                                                       | (0.08     | )     |                    | $ | (1.56             | )     |       | $ | (1.00     | )      |        | $ | (3.53     | )     
|Shares used in computing of basic
and diluted net loss per share |                                     |                                                         | 9,179,749 |       |                    |   | 8,944,981         |       |       |   | 9,084,222 |        |        |   | 8,922,995 |       
|* Amortization of deferred stock compensation:                   |                                     |                                                         |           |       |                    |   |                   |       |       |   |           |        |        |   |           |       
|                                                                 | Cost of product revenues            |                                                         | $         | (79   | )                  |   | $                 | (449  | )     |   | $         | 84     |        |   | $         | 140    |       
|                                                                 | Research and development            |                                                         |           | 15    |                    |   |                   | 178   |       |   |           | 195    |        |   |           | 792    |       
|                                                                 | Selling, general and administrative |                                                         |           | 85    |                    |   |                   | 251   |       |   |           | 338    |        |   |           | 1,094  |       
|                                                                 |                                     |                                                         |           |       |                    |   |                   |       |       |   |           |        |        |   |           |       
|                                                                 |                                     | $                                                       | 21        |       |                    | $ | (20               | )     |       | $ | 617       |        |        | $ | 2,026     |       
|                                                                 |                                     |                                                         |           |       |                    |   |                   |       |       |   |           |        |        |   |           |       

See accompanying notes to the condensed financial statements.

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ENDWAVE CORPORATION
CONDENSED STATEMENTS OF CASH FLOWS
(In thousands)
(Unaudited)

|                                                                            |                                                    |                                   |        |                   |        |      |         |         |        |  
|--------------------------------------------------------------------------- | -------------------------------------------------- | --------------------------------- | ------ | ----------------- | ------ | ---- | ------- | ------- | ------ | -
|                                                                            |                                                    |                                   |        | Nine months ended
|                                                                            |                                                    |                                   |        | September 30,    
|                                                                            |                                                    |                                   |        |                  
|                                                                            |                                                    |                                   |        | 2003              |        | 2002
|                                                                            |                                                    |                                   |        |                   |        |     
|Operating activities:                                                       |                                                    |                                   |        |                   |        |      |         |        
|Net loss                                                                    |                                                    | $                                 | (9,103 | )                 |        | $    | (31,486 | )      
|Adjustments to reconcile net loss to net cash used by
operating activities: |                                                    |                                   |        |                   |        |      |         |        
|                                                                            | Depreciation                                       |                                   |        | 2,003             |        |      |         | 3,484   |       
|                                                                            | Impairment of long-lived assets                    |                                   |        | 2,548             |        |      |         |        |       
|                                                                            | Amortization of deferred stock compensation        |                                   |        | 617               |        |      |         | 2,026   |       
|                                                                            | Restructuring charge                               |                                   |        | 74                |        |      |         | 7,893   |       
|                                                                            | Loss on the disposal of
equipment                  |                                   |        |                  |        |      |         | 12      |       
|                                                                            | Loss on building sublease                          |                                   |        | 662               |        |      |         |        |       
|                                                                            | Changes in operating assets and liabilities:       |                                   |        |                   |        |      |         |         |       
|                                                                            |                                                    | Accounts receivable, net          |        |                   | (1,871 | )    |         |         | (158   | )
|                                                                            |                                                    | Inventories                       |        |                   | 3,547  |      |         |         | 5,618  |  
|                                                                            |                                                    | Other current assets              |        |                   | 545    |      |         |         | 900    |  
|                                                                            |                                                    | Accounts payable                  |        |                   | (79    | )    |         |         | (2,161 | )
|                                                                            |                                                    | Accounts payable, related parties |        |                   | 399    |      |         |         | (1,260 | )
|                                                                            |                                                    | Accrued liabilities               |        |                   | 117    |      |         |         | (4,304 | )
|                                                                            |                                                    |                                   |        |                   |        |      |         |        
|                                                                            | Net cash used in operating activities              |                                   |        | (541              | )      |      |         | (19,436 | )     
|                                                                            |                                                    |                                   |        |                   |        |      |         |        
|Investing activities:                                                       |                                                    |                                   |        |                   |        |      |         |        
|                                                                            | Purchases of property and equipment                |                                   |        | (53               | )      |      |         | (378    | )     
|                                                                            | Proceeds
from sales of property and
equipment      |                                   |        | 113               |        |      |         | 381     |       
|                                                                            | Acquisition, net of cash acquired                  |                                   |        | (250              | )      |      |         | (3,421  | )     
|                                                                            | Proceeds
from sale of short term investments       |                                   |        | 6,100             |        |      |         | 18,798  |       
|                                                                            |                                                    |                                   |        |                   |        |      |         |        
|                                                                            | Net cash provided by investing activities          |                                   |        | 5,910             |        |      |         | 15,380  |       
|                                                                            |                                                    |                                   |        |                   |        |      |         |        
|Financing activities:                                                       |                                                    |                                   |        |                   |        |      |         |        
|                                                                            | Principal payments under capital lease obligations |                                   |        | (1,259            | )      |      |         | (2,701  | )     
|                                                                            | Payment of note payable                            |                                   |        | (370              | )      |      |         |        |       
|                                                                            | Proceeds from stock
issuance                       |                                   |        | 47                |        |      |         | 112     |       
|                                                                            | Purchase of treasury stock                         |                                   |        |                  |        |      |         | (62     | )     
|                                                                            | Proceeds from exercises of stock options           |                                   |        | 396               |        |      |         | 5       |       
|                                                                            |                                                    |                                   |        |                   |        |      |         |        
|                                                                            | Net cash used in financing activities              |                                   |        | (1,186            | )      |      |         | (2,646  | )     
|                                                                            |                                                    |                                   |        |                   |        |      |         |        
|Net change in cash and cash equivalents                                     |                                                    |                                   | 4,183  |                   |        |      | (6,702  | )      
|Cash and cash equivalents at beginning of period                            |                                                    |                                   | 9,224  |                   |        |      | 21,303  |        
|                                                                            |                                                    |                                   |        |                   |        |      |         |        
|Cash and cash equivalents at end of period                                  |                                                    | $                                 | 13,407 |                   |        | $    | 14,601  |        
|                                                                            |                                                    |                                   |        |                   |        |      |         |        
|Supplemental cash flow information:                                         |                                                    |                                   |        |                   |        |      |         |        
|Cash paid for interest                                                      |                                                    | $                                 | 108    |                   |        | $    | 410     |        
|                                                                            |                                                    |                                   |        |                   |        |      |         |        

See accompanying notes to the condensed financial statements.

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ENDWAVE CORPORATION
NOTES TO CONDENSED FINANCIAL STATEMENTS
(Unaudited)

1.     Unaudited Interim Financial Information

The accompanying unaudited condensed financial statements of Endwave
Corporation (the Company) have been prepared in conformity with generally
accepted accounting principles and with the instructions to Form 10-Q and Rule
10-01 of Regulation S-X. Accordingly, they do not contain all of the
information and footnotes required by generally accepted accounting principles
for complete financial statements. In the opinion of management, the
accompanying unaudited condensed financial statements reflect all adjustments,
consisting of normal recurring accruals, considered necessary for a fair
presentation of the results of the interim periods presented. Operating
results for the periods presented are not necessarily indicative of the results
that may be expected for the year ending December 31, 2003. These condensed
financial statements should be read in conjunction with the Companys audited
financial statements for the year ended December 31, 2002. The balance sheet
at December 31, 2002 has been derived from the audited financial statements at
that date but does not include all of the information and footnotes required by
generally accepted accounting principles for complete financial statements.

2.     Summary of Significant Accounting Policies

Revenue Recognition

The Companys customers are primarily wireless systems integrators and
equipment manufacturers who integrate the Companys products into their
products. The Company recognizes product revenue at the time title passes,
which is upon product shipment or when the product is withdrawn from a
consignment location. Revenues related to product sales are recognized in
accordance with SEC Staff Accounting Bulletin No. 101, Revenue Recognition in
Financial Statements (SAB 101), when: (1) there is persuasive evidence that an
arrangement exists, (2) delivery has occurred or services have been rendered,
(3) the sellers price to the buyer is fixed or determinable, and (4)
collectibility is reasonably assured. There are typically no significant
acceptance requirements or post-shipment obligations on the part of the
Company. The Company recognizes development fees ratably over the estimated
term of the development period or when specific milestones are achieved.
Up-front fees, if any, associated with development agreements are recognized
over the estimated development and production period. In no event are revenues
recognized prior to becoming payable by the customer. The costs incurred under
these agreements are included in research and development expenses.

Related Party Transactions

Northrop Grumman beneficially owns approximately 38.5% of the Companys
stock. In December 2001, the Company entered into an agreement with TRW, now
owned by Northrop Grumman, to repair RF subsystems previously supplied by TRW
to Nokia. This agreement terminates on completion of the repair of all units
requiring repair. In the three and nine month periods ended September 30, 2003,
the Company recognized revenues of approximately $84,000 and $223,000,
respectively, related to this agreement. In the three and nine month periods
ended September 30, 2002, the Company recognized revenues of approximately
$104,000 and $710,000, respectively, related to this agreement.

Warranty

The warranty periods for the Companys products are generally between one
and three years from date of shipment. The Company provides for estimated
warranty expense at the time of shipment. While the Company engages in product
quality programs and processes, including actively monitoring and evaluating
the quality of component suppliers, its warranty obligation is affected by
product failure rates, material usage, and service delivery costs incurred in
correcting a product failure. Should actual product failure rates, material
usage, or service delivery costs differ from the estimates, revisions to the
estimated warranty accrual and related costs may be required.

Allowance for Doubtful Accounts

The Company maintains allowances for doubtful accounts for estimated
losses resulting from the inability of its customers to make required payments.
The Company provides an allowance for specific customer accounts where
collection is doubtful and also provides an allowance for other accounts based
on historical collection and write-off

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experience. If the financial condition of customers were to deteriorate,
resulting in an impairment of their ability to make payments, additional
allowances may be required.

Cash Equivalents and Short-Term Investments

The Company invests its excess cash primarily in highly liquid investment
grade commercial paper and money market accounts with United States banks and
in short-term investments.

The Company considers all highly liquid investments with maturity of 90
days or less when purchased to be cash equivalents. Investments with maturities
between 90 days and one year are classified as short-term investments
available-for-sale and are carried at fair value with unrealized gains and
losses included in accumulated other comprehensive income (loss) in
stockholders equity. If the fair value of a security is below its carrying
value for each trading day for six consecutive months or if its decline is due
to a significant adverse event, the impairment is considered to be
other-than-temporary. Other-than-temporary declines in fair value of short-term
marketable securities are charged against other income.

Restricted Cash

The Company refinanced some of its capital leases during 2002 to take
advantage of the low interest rate environment. The restricted cash is a
compensating balance to the notes payable with a major bank and is in an
interest-bearing note. The amount restricted declines as the Company pays it
monthly obligation of principal and interest. The interest rate on the note
payable is 25 basis points above LIBOR rates and is set quarterly.

Inventories

Inventories are stated at the lower of standard cost or market (net
realizable value). Standard costs approximate average actual costs. The Company
uses a standard cost accounting system to value inventory and these standards
are reviewed at a minimum of once a year. The Company provides for the
inventory value for estimated excess and obsolete inventory, based on
managements assessment of future demand and market conditions. If actual
future demand or market conditions are less favorable than those projected by
management, additional inventory write-downs may be required.

Property, Plant and Equipment

Property, plant and equipment is stated at cost. Depreciation is computed
on a straight-line basis over the useful lives of the assets, ranging from
three to thirty years.

|                        |  |              |  | 
|----------------------- |  | ------------ |  | 
|                        |  | Depreciable 
|                        |  | Life        
|                        |  |             
|Buildings               |  | 30 years    
|Software                |  | 3 years     
|Leasehold improvements  |  | 3 years     
|Machinery and equipment |  | 5 to 7 years

Accounting for the Impairment of Long-Lived Assets

Long-lived assets are reviewed for impairment when events or changes in
circumstances indicate that the carrying amount of such assets may not be
recoverable. Determination of recoverability is based on an estimate of
undiscounted future cash flows resulting from the use of the asset and its
eventual disposition. In the event that such cash flows are not expected to be
sufficient to recover the carrying amount of the assets, the assets are written
down to their estimated fair values.

Income Taxes

Income taxes have been provided using the liability method. Deferred tax
assets and liabilities are determined based on the differences between
financial reporting and tax bases of assets and liabilities and are measured
using the enacted tax rates and laws that will be in effect when the
differences are expected to reverse.

The Company was formed through the merger of TRW Milliwave into Endgate
Corporation. The merger of TRW Milliwave with and into Endgate was
accomplished through a tax-free reorganization under the Internal Revenue Code.
As such, Endgates and TRW Milliwaves tax bases in their assets and
liabilities carried over to the Company with no step-up in basis. Therefore,
the amortization of intangible assets resulting from the merger, including
goodwill, is not deductible for tax purposes. Since inception, Endgate incurred
net losses and therefore generated significant net operating loss
carry-forwards. These carry-forwards were not reflected on Endgates balance
sheet as an asset because they were

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fully reserved due to uncertainty about Endgates ability to utilize these
loss carryforwards. The merger with TRW Milliwave imposed limitations on the
combined companys ability to utilize these pre-existing net operating loss
carryforwards. Generally accepted accounting principles require that deferred
tax liabilities be recorded for identifiable intangible assets acquired in a
business combination accounted for as a purchase. The deferred tax asset
related to net operating loss carryforwards is greater than the deferred tax
liabilities related to the identifiable intangible assets acquired. A valuation
allowance has been provided to eliminate the net deferred tax asset because
ultimate realization is uncertain. Because TRW Milliwave was a wholly-owned
subsidiary of TRW, and therefore part of the consolidated TRW tax return prior
to merging with Endgate, TRW was able to utilize TRW Milliwaves net operating
losses in the consolidated income tax return of TRW for periods prior to March
31, 2000, leaving TRW Milliwave with no net operating loss carryforwards.

Stock-Based Compensation

The Company issues stock options to employees and non-employee directors
and provides employees the right to purchase the Companys stock pursuant to an
employee stock purchase program. Currently the Company accounts for
its stock-based
compensation plans under the intrinsic value method of accounting.
Compensation expense resulting from the issuance of fixed term stock option
awards is measured as the difference between the exercise price of the option
and the fair market value of the underlying share of company stock subject to
the option on the awards grant date. For purposes of pro forma disclosures,
the Company estimates the fair value of its stock-based awards to employees
using a Black-Scholes option pricing model. The pro forma effect on net loss
and net loss per share are as follows for the three and nine month periods
ended September 30, 2003 and September 30, 2002:

|                                                                                                                |  |                    |        |                   |  |      |         |      |  |   |         |   |  |   |         |  
|--------------------------------------------------------------------------------------------------------------- |  | ------------------ | ------ | ----------------- |  | ---- | ------- | ---- |  | - | ------- | - |  | - | ------- | -
|                                                                                                                |  | Three months ended |        | Nine months ended
|                                                                                                                |  | September 30,      |        | September 30,    
|                                                                                                                |  |                    |        |                  
|                                                                                                                |  | 2003               |        | 2002              |  | 2003 |         | 2002
|                                                                                                                |  |                    |        |                   |  |      |         |     
|                                                                                                                |  | (in thousands)    
|Net loss, as reported                                                                                           |  | $                  | (735   | )                 |  | $    | (13,941 | )    |  | $ | (9,103  | ) |  | $ | (31,487 | )
|Add: Stock-based employee compensation expense
(income) included in reported net loss                           |  |                    | 146    |                   |  |      | (20     | )    |  |   | 742     |   |  |   | 2,026   |  
|Deduct: Total stock-based employee compensation
expense determined under fair value based method for all awards |  |                    | (933   | )                 |  |      | (1,780  | )    |  |   | (3,836  | ) |  |   | (8,569  | )
|                                                                                                                |  |                    |        |                   |  |      |         |      |  |   |         |   |  |   |         |  
|Net loss, pro forma                                                                                             |  | $                  | (1,522 | )                 |  | $    | (15,741 | )    |  | $ | (12,197 | ) |  | $ | (38,030 | )
|                                                                                                                |  |                    |        |                   |  |      |         |      |  |   |         |   |  |   |         |  
|Basic and diluted net loss per share, as reported                                                               |  | $                  | (0.08  | )                 |  | $    | (1.56   | )    |  | $ | (1.01   | ) |  | $ | (3.53   | )
|Basic and diluted net loss per share, pro forma                                                                 |  | $                  | (0.17  | )                 |  | $    | (1.76   | )    |  | $ | (1.34   | ) |  | $ | (4.26   | )

In connection with the grant of stock options to employees prior to the
initial public offering, Endwave recorded deferred stock compensation within
stockholders equity of approximately $20,218,000, representing the difference
between the deemed fair value of the common stock for financial statement
presentation purposes and the option exercise price of these options at the
date of grant. Deferred stock compensation is amortized using the graded
vesting method over the vesting period of the related options, generally four
years. For employees that were terminated, the unvested deferred compensation
was reversed. The Company amortized approximately $21,000 and a recovery of
approximately $20,000 for the three months ended September 30, 2003 and 2002,
respectively and $617,000 and $2.0 million for the nine months ended
September 30, 2003 and 2002, respectively.

Use of Estimates in the Preparation of Financial Statements

The preparation of financial statements in conformity with accounting
principles generally accepted in the United States requires management to make
estimates and assumptions that affect the amounts reported in the financial
statements and accompanying notes. Actual results could differ from those
estimates.

Research and Development Expenses

Research and development expenses are charged to operating expenses as
incurred.

Financial Instruments and Concentration of Risk

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The estimated fair values of cash, investments, accounts receivable,
accounts payable and accrued expenses approximate their carrying value because
of the short term nature of these instruments or the stated interest rates are
indicative of market interest rates. Financial instruments that potentially
subject the Company to significant concentrations of credit risk consist
principally of cash, investments and trade accounts receivable.

The Company sells its products primarily to wireless systems integrators
and equipment manufacturers. The Company performs ongoing credit evaluations of
its customers and generally does not require collateral. The Company maintains
reserves for potential credit losses and such losses have historically been
immaterial and within managements expectations. Concentrations of credit risk
with respect to trade accounts receivable are due to the few number of entities
comprising the Companys customer base. The Company does not require collateral
for trade accounts receivable, and, therefore, the Company could record losses
up to $6.0 million as of September30, 2003 if all of these customers fail to
pay.

The Company does not own or operate a semiconductor fabrication facility
and relies on the semiconductor fabrication facilities of Velocium and other
third parties to manufacture substantially all of the gallium arsenide and
other semiconductor devices incorporated in its products. The loss of the
Companys relationship with any of these third parties or the Companys use of
their semiconductor fabrication facilities, particularly Velociums facility,
and any resulting delay or reduction in the supply of gallium arsenide devices,
could impact the Companys ability to fulfill customer orders and could damage
its relationships with customers. In connection with the merger with TRW
Milliwave, the Company entered into a supply agreement for these devices with
TRW, which was subsequently renewed with Velocium, a former wholly-owned
subsidiary of TRW that is now an operating unit of Northrop Grumman Space &
Mission Systems. The Company expects to obtain a substantial portion of needed
gallium arsenide devices from Velocium in the foreseeable future. The
commercial terms of this agreement were renegotiated in March 2002 and the
agreement expires in December 2005.

The Company may not be successful in forming alternative supply
arrangements that provide a sufficient supply of gallium arsenide devices.
Because there are limited numbers of third-party semiconductor fabrication
facilities that use the particular process technologies the Company uses for
its products and that have sufficient capacity to meet its needs, using
alternative or additional third-party semiconductor fabrication facilities
would require an extensive qualification process that could prevent or delay
product shipments. Because the Company does not own or control any of these
third party semiconductor suppliers, any change in the corporate structure or
ownership of the corporations that own these foundries could have a negative
effect on future relationships and ability to negotiate favorable supply
agreements.

3.     
Restructuring Charges

As a result of a continued decline in overall economic conditions and
further reductions in capital spending by telecommunications service providers,
on February 28, 2002, the Company announced a restructuring plan designed to
reduce operating expenses in order to further align resources with long-term
growth opportunities. During the first quarter of 2002, the Company recorded a
restructuring charge of $3.5 million (the First Quarter 2002 Plan), the
components of which were $1.1 million for severance payments, $310,000 for
lease cancellations, and a non cash charge of $2.1 million for excess
equipment, offset by a $142,000 adjustment for excess severance benefits. We
have substantially completed our execution of the First Quarter 2002 Plan, with
the exception of a vacated leased facility that has a lease term expiring in
2006. Restructuring accrual balances at September 30, 2003 and December 31,
20002 were approximately $197,000 and $255,000, respectively.

During the third quarter of 2002, the Company recorded a restructuring
charge of $4.9 million (the Third Quarter 2002 Plan), the components of which
were $1.8 million for severance payments and a non-cash charge of $3.1 million
for excess equipment. During the third and fourth quarters, the Company
eliminated 102 positions and made cash payments of $1.1 million under the Third
Quarter 2002 Plan. Of the 102 positions that were eliminated, 77 were in
operations, 14 were in engineering and 11 were in sales, general and
administration. The Company executed the Third Quarter 2002 Plan by the end of
2002, and severance payments will be substantially complete by the end of 2003.
Below is a table summarizing activity relating to the Third Quarter 2002 Plan
(in thousands):

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|                                        |                                      |          |           |        |       |       |       |        |   |   |       |        |  
|--------------------------------------- | ------------------------------------ | -------- | --------- | ------ | ----- | ----- | ----- | ------ | - | - | ----- | ------ | -
|                                        |                                      |          | Severance |        | Fixed |       |       |        |  
|Third Quarter 2002 Plan                 |                                      | Benefits |           | Assets |       | Total
|                                        |                                      |          |           |        |       |      
|Third quarter 2002 restructuring charge |                                      | $        | 1,750     |        |       | $     | 3,109 |        |   | $ | 4,859 |       
|Settlement of contractual obligations:  |                                      |          |           |        |       |       |       |        |   |   |       |       
|                                        | Cash payments                        |          |           | (1,057 | )     |       |       |       |   |   |       | (1,057 | )
|                                        | Non cash amount for excess equipment |          |           |       |       |       |       | (3,120 | ) |   |       | (3,120 | )
|                                        | Cash proceeds from equipment sale    |          |           |       |       |       |       | 11     |   |   |       | 11     |  
|                                        |                                      |          |           |        |       |       |       |        |   |   |       |       
|Balance at December 31, 2002            |                                      |          | 693       |        |       |       |      |        |   |   | 693   |       
|                                        | Cash payment                         |          |           | (239   | )     |       |       |       |   |   |       | (239   | )
|                                        |                                      |          |           |        |       |       |       |        |   |   |       |       
|Balance at March 31, 2003               |                                      |          | 454       |        |       |       |      |        |   |   | 454   |       
|                                        | Cash payment                         |          |           | (138   | )     |       |       |       |   |   |       | (138   | )
|                                        |                                      |          |           |        |       |       |       |        |   |   |       |       
|Balance at June 30,
2003                |                                      |          | 316       |        |       |       |      |        |   |   | 316   |       
|                                        | Cash payment                         |          |           | (65    | )     |       |       |       |   |   |       | (65    | )
|                                        |                                      |          |           |        |       |       |       |        |   |   |       |       
|Balance at September 30, 2003           |                                      | $        | 251       |        |       |       |      |        |   | $ | 251   |       
|                                        |                                      |          |           |        |       |       |       |        |   |   |       |       
|Current                                 |                                      | $        | 251       |        |       | $     |      |        |   | $ | 251   |       
|Noncurrent                              |                                      |          |          |        |       |       |      |        |   |   |      |       
|                                        |                                      |          |           |        |       |       |       |        |   |   |       |       
|                                        |                                      | $        | 251       |        |       | $     |      |        |   | $ | 251   |       
|                                        |                                      |          |           |        |       |       |       |        |   |   |       |       

During the third quarter of 2003, the Company recorded a restructuring
charge of $490,000 (the Third Quarter 2003 Plan), all of which was for
severance payments. During the third quarter, the Company eliminated 18
positions and made cash payments of $ 416,000 under the Third Quarter 2003
Plan. Of the 18 positions that were eliminated, 10 were in operations, 3 were
in engineering and 5 were in sales, general and administration. Severance
payments will be complete by the end of fiscal 2003.

|                                        |               |                    |     |      |  
|--------------------------------------- | ------------- | ------------------ | --- | ---- | -
|Third Quarter 2003 Plan                 |               | Severance Benefits
|                                        |               |                   
|Third quarter 2003 restructuring charge |               | $                  | 490 |     
|Settlement of contractual obligations:  |               |                    |     |     
|                                        | Cash payments |                    |     | (416 | )
|                                        |               |                    |     |     
|Balance at September 30, 2003           |               | $                  | 74  |     
|                                        |               |                    |     |     
|Current                                 |               | $                  | 74  |     
|Noncurrent                              |               |                    |    |     
|                                        |               |                    |     |     
|                                        |               | $                  | 74  |     
|                                        |               |                    |     |     

4.      Inventories

Inventories are stated at the lower of cost (on a first-in, first-out
basis) or market and are comprised of the following (in thousands):

|                |  |               |       |              |  |   |        | 
|--------------- |  | ------------- | ----- | ------------ |  | - | ------ | 
|                |  | September 30, |       | December 31,
|                |  | 2003          |       | 2002        
|                |  |               |       |             
|Raw materials   |  | $             | 7,862 |              |  | $ | 10,250 | 
|Work in process |  |               | 81    |              |  |   | 441    | 
|Finished goods  |  |               | 294   |              |  |   | 1,093  | 
|                |  |               |       |              |  |   |       
|                |  | $             | 8,237 |              |  | $ | 11,784 | 
|                |  |               |       |              |  |   |       

5.      Notes Payable

On May 29, 2002, the Company obtained a loan, secured by fixed assets, in
the amount of $1.5 million from U.S. Bancorp Finance Inc. This loan has a term
of 3 years, and has a variable interest rate. The rate is 25 basis points
above LIBOR and is set quarterly. The annualized weighted average cost of the
debt is approximately 4.5% for the nine months ended September 30, 2003.

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6.      Guarantees

The Company typically offers a one to two year warranty for all of its
products. The specific terms and conditions of those warranties vary depending
upon the product sold and the specific customer agreement. The Company
estimates the costs that may be incurred under its warranty, and records a
liability in the amount of such costs at the time product revenue is
recognized. The Companys product warranty accrual reflects managements best
estimate of probable liability. Management determines the warranty based on
historical experience and other current available evidence. The Company
periodically assesses the adequacy of its recorded warranty liabilities and
adjusts the amounts as necessary.

From time to time, the Company enters into contracts with customers of its
products in which the Company provides some indemnification to the customer in
the event of claims of patent or other intellectual property infringement
resulting from the customers use of the technology. Such provisions are
customary in the industry and do not reflect an assessment by the Company of
the likelihood of a claim. The Company has not recorded a liability for
potential obligations under these indemnification provisions and would not
record such a liability unless the Company believed that the likelihood of a
material obligation was probable. See Note 13, Commitments and Contingencies.

Warranty accrual for the nine months ended September 30, 2003 was as
follows (in thousands):

|                                                      |  |   |       |  
|----------------------------------------------------- |  | - | ----- | -
|Balance as of December 31, 2002                       |  | $ | 5,583 |  
|Accrual                                               |  |   | 110   |  
|Settlements/payments                                  |  |   | (49   | )
|Adjustment related to completion of warranty programs |  |   | 18    |  
|                                                      |  |   |       |  
|Balance as of March 31, 2003                          |  | $ | 5,662 |  
|Accrual                                               |  |   | 119   |  
|Settlements/payments                                  |  |   | (6    | )
|Adjustment related to completion of warranty programs |  |   | 23    |  
|                                                      |  |   |       |  
|Balance as of June 30, 2003                           |  | $ | 5,798 |  
|Accrual                                               |  |   | 125   |  
|Settlements/payments                                  |  |   | (2    | )
|Adjustment related to completion of warranty programs |  |   | 40    |  
|                                                      |  |   |       |  
|Balance as of September 30, 2003                      |  | $ | 5,961 |  
|                                                      |  |   |       |  

7.     Impairment of Property, Plant and Equipment

The Company evaluates the carrying value of property, plant and equipment,
whenever certain events or changes in circumstances indicate that the carrying
amount of these assets may not be recoverable. Such events or circumstances
include, but are not limited to, a prolonged industry downturn, or a
significant reduction in projected future cash flows.

Based on its evaluation performed in the first quarter of 2003, the
Company recorded a charge of $2.4 million to reduce manufacturing equipment
based on the amounts by which the carrying value of these assets exceeded their
fair value. The evaluation took into consideration the move of production to
the Companys offshore supplier, which increased in the first quarter of 2003,
and is expected to continue to increase through the end of 2003. The Companys
estimate of the fair value of the assets was based on estimated salvage value
of the equipment, less selling costs.

During the third quarter of 2003, the Company recorded an additional
charge of $139,000 to reduce engineering equipment based on the amounts by
which the carrying value of these assets exceeded their fair value. The
evaluation took in to consideration the reduction in engineering headcount that
occurred during the third quarter of 2003. The Companys estimate of the fair
value of the assets was based on estimated salvage value of the equipment, less
selling costs.

8.      Net Loss Per Share

Basic net loss per share is computed by dividing the net loss for the nine
months ended September 30, 2003, by the weighted average number of shares of
common stock outstanding during the period.

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Potential common shares from the assumed exercise of stock options,
warrants and convertible securities have been excluded from the net loss per
share calculations as their effect would be anti-dilutive due to the Companys
reported net loss.

9.      Comprehensive Income (Loss)

The Company had $8,000 of other comprehensive income in the three months
ended September 30, 2003 and $35,000 of other comprehensive loss in the nine
months ended September 30, 2003 resulting from unrealized gains and losses on
its available for sale investments. There were no other items of other
comprehensive income (loss) during the nine months ended September 30, 2003.

10.      Segment Disclosures

The Company operates in a single segment. The Companys product sales by
geographic location for the three and nine months ended September 30, 2003 and
2002 were as follows (in thousands and as a percentage of net sales):

|              |       |   |                                  |       |      |  |      |       |   |   |       |       |  |  |      |       |  
|------------- | ----- | - | -------------------------------- | ----- | ---- |  | ---- | ----- | - | - | ----- | ----- |  |  | ---- | ----- | -
|              |       |   | Three months ended September 30,
|              |       |   |                                 
|              |       |   | 2003                             |       | 2002
|              |       |   |                                  |       |     
|United States |       | $ | 2,128                            |       |      |  | 25.9 | %     |   | $ | 1,334 |       |  |  | 26.9 | %    
|Finland       |       |   | 4,450                            |       |      |  | 54.2 | %     |   |   | 3,523 |       |  |  | 71.1 | %    
|Other         |       |   | 1,626                            |       |      |  | 19.9 | %     |   |   | 97    |       |  |  | 2.0  | %    
|              |       |   |                                  |       |      |  |      |       |   |   |       |       |  |  |      |      
|              | Total |   | $                                | 8,204 |      |  |      | 100.0 | % |   | $     | 4,954 |  |  |      | 100.0 | %
|              |       |   |                                  |       |      |  |      |       |   |   |       |       |  |  |      |      

|              |       |   |                                 |        |      |  |      |       |   |   |        |        |  |  |      |       |  
|------------- | ----- | - | ------------------------------- | ------ | ---- |  | ---- | ----- | - | - | ------ | ------ |  |  | ---- | ----- | -
|              |       |   | Nine months ended September 30,
|              |       |   |                                
|              |       |   | 2003                            |        | 2002
|              |       |   |                                 |        |     
|United States |       | $ | 6,527                           |        |      |  | 26.8 | %     |   | $ | 4,264  |        |  |  | 27.4 | %    
|Finland       |       |   | 13,988                          |        |      |  | 57.5 | %     |   |   | 11,002 |        |  |  | 70.6 | %    
|Other         |       |   | 3,816                           |        |      |  | 15.7 | %     |   |   | 311    |        |  |  | 2.0  | %    
|              |       |   |                                 |        |      |  |      |       |   |   |        |        |  |  |      |      
|              | Total |   | $                               | 24,331 |      |  |      | 100.0 | % |   | $      | 15,577 |  |  |      | 100.0 | %
|              |       |   |                                 |        |      |  |      |       |   |   |        |        |  |  |      |      

For the three months ended September 30, 2003, Nokia and DMC Stratex
accounted for 54% and 14% of total sales listed above, respectively. For the
nine months ended September 30, 2003, Nokia and DMC Stratex accounted for 58%
and 13% of total sales listed above, respectively. Nokia, located in Finland,
was the only customer in Finland in 2003 and 2002. No other customer accounted
for more than 10% of the Companys revenues in the aggregate or in these
geographical areas listed above.

11.      Treasury Stock

In January 2002, the Company announced a plan to repurchase up to an
aggregate of 750,000 shares of the companys common stock. The repurchases
will be made from time to time on the open market at prevailing market prices
or in negotiated transactions off the market. During the nine months ended
September 30, 2003, the Company did not repurchase any shares and during the
nine months ended September 30, 2002, the Company repurchased 19,950 shares for
$62,000 under this repurchase program. To date, 39,150 shares have been
repurchased for $79,000. Treasury stock is carried at cost.

12.      Acquisition of Assets

On May 13, 2003, the Company completed the acquisition of certain assets
of Verticom, Inc., for $250,000 in cash. The asset purchase included the
product design for Verticoms MTS-2000 synthesizer, which is used in a military
and device application, as well as the inventory, equipment and intellectual
property licenses required to manufacture and supply production units to a new
Endwave customer. The entire purchase price was allocated to inventory
acquired.

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13.      Commitments and Contingencies

From time to time, the Company may be subject to legal proceedings and
claims in the ordinary course of business. These claims, even if not
meritorious, could result in the expenditure of significant financial and other
resources. The Company is not currently aware of any legal proceedings or
claims, and management does not believe that the Company is subject to claims
that would constitute material contingencies.

14.      Subsequent Events

On October 9,
2003 the Company entered into a sublease with an unrelated party to
occupy a 20,000 square foot building, in Diamond Springs, California
owned by the Company.
The building was formerly used for a portion of the Companys manufacturing
operations, and was vacated in the first quarter of 2003 as a result
of the transition of over 60% of production
to the Companys subcontract manufacturing partner. The lease has a term of 5
years, and an inception date of December 1, 2003.

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Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations

This Managements Discussion and Analysis of Financial Condition and
Results of Operations contained in this report on Form 10-Q contains
forward-looking statements that involve risks and uncertainties, including
statements regarding our expectations, beliefs, intentions or strategies
regarding the future. The following discussion should be read together with our
financial statements and notes to those financial statements included elsewhere
in this Form 10-Q. All forward-looking statements included in this report are
based on information available to us on the date hereof, and we assume no
obligation to update any such forward-looking statements. Our actual results
could differ materially from those described in our forward-looking statements.
Readers are cautioned not to place undue reliance on these forward-looking
statements. In the past, our operating results have fluctuated and are likely
to continue to fluctuate in the future.

The following discussion should be read together with our financial
statements, and notes to those financial statements, included elsewhere in this
Form 10-Q, as well as the information contained under Risk Factors,
Managements Discussion and Analysis of Financial Condition and Results of
Operations and our financial statements and the notes thereto in our Annual
Report on Form 10-K for the year ended December 31, 2002.

The rapid and severe downturn for the United States economy and the
telecommunications industry beginning in late 2000 has reduced the demand for
our customers products and by extension our products. In addition to the weak
domestic economic environment, the worldwide telecommunications market is
experiencing reduced demand. This decreased demand has led to fluctuating order
forecasts from many of our customers. There can be no certainty as to the
degree of the severity or duration of this economic downturn or the decline in
the telecommunications industry. We also cannot predict the extent and timing,
if any, of the impact of the economic downturn in the United States and the
worldwide downturn for the telecommunications industry on economies in Canada,
Europe, Asia and other countries and geographic regions.

We depend, and expect to remain dependent, on a small number of wireless
systems integrators, original equipment manufacturers, and major government
contractors for sales of our products. For the three months ended September 30,
2003, sales attributable to Nokia and DMC Stratex accounted for 54% and 14%,
respectively, of our net sales during the period. During the nine months ended
September 30, 2003, sales attributable to Nokia and DMC Stratex accounted for
58% and 13%, respectively, of our net sales during the period.

We have a master supply agreement with Velocium, a former wholly-owned
subsidiary of TRW that is now an operating unit of Northrop Grumman Space and
Missions Systems Corp which expires on December 31, 2005. This agreement
expands our access to Velociums custom wafer processing services, to
state-of-the-art gallium arsenide technologies, products operating at lower
frequency bands for wireless infrastructure applications, indium phosphide
products for advanced applications and guaranteed pricing and purchase
commitments.

We maintain an on-site inventory management program with Nokia. This
program provides storage of Endwave finished goods at Nokias factory and
allows Nokia to draw against this inventory based on their manufacturing needs.
Revenues are recognized as Nokia draws the inventory from this stocking
location.

On February 26, 2003, we announced the acquisition of certain broadband
assets of Arcom Wireless Inc., a subsidiary of Dover Corporation for $55,000 in
cash. The acquisition was structured as an asset purchase. The assets
purchased included a transceiver design, equipment and intellectual property
licenses required to manufacture and supply a 58 GHz integrated transceiver
product to an existing customer. We began shipping product attributable to the
acquired designs in the third quarter of 2003.

On March 25,
2003, we announced that we had been selected by Siemens as a
supplier of wireless transmitter/receiver (Tx/Rx) modules for the Siemens SRA L
family of digital radios. Under our agreement with Siemens, we will
manufacture and supply Tx/Rx modules to Siemens for integration into production
units of the SRA L radio to be deployed in certain markets within Europe in
support of third generation (3G) mobile service deployments. Delivery of the
transceiver units began in December 2002.

On May 13, 2003, we completed the acquisition of certain assets of
Verticom, Inc. for $250,000 in cash. The asset purchase included the product
design for Verticoms MTS-2000 synthesizer, which is used in a military and
device application, as well as the inventory, equipment and intellectual
property licenses required to manufacture and supply production units to a new
Endwave customer. The entire purchase price was allocated to inventory
acquired.

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On July 28, 2003, we announced the execution of a development agreement
with SafeView, Inc., a privately held developer of a revolutionary security
portal screening system, to develop and manufacture millimeter wave transceiver
modules. Under the agreement, we will design and develop the millimeter wave
module that transmits the RF signal and receives the signal reflection as an
initial design phase of the development project. Following the design phase, we
will manufacture and supply prototype units of the transceiver module for
design qualification and system testing.

On July 29, 2003, we announced that we would effect a reduction in force
of approximately 20%, eliminating positions across all functions of the
company. During the third quarter of 2003, we recorded a restructuring charge
of $490,000 for severance payments. During the third quarter, we eliminated 18
positions and made cash payments of $416,000 under the Third Quarter 2003 Plan.
Of the 18 positions that were eliminated, 10 were in operations, 3 were in
engineering and 5 were in sales, general and administration. Severance payments
will be complete by the end of fiscal 2003. The reduction is expected to
reduce anticipated 2004 operating expenses by $2.0 million. Additionally, we
accelerated our plan to transition other high-volume manufacturing programs
offshore, resulting in approximately 70% of production occurring offshore by
the end of the fourth quarter of 2003.

On September 15, 2003, we announced the execution of a development
agreement with Nokia Networks, the world leader in mobile communications, to
develop a new line of millimeter wave transceiver modules. Under the
development agreement, we will design and produce integrated transceiver
modules that transmit and receive the communication signal, forming the core of
the next generation mobile network infrastructure. These modules will have
twice the performance of our current transceivers. Once integrated within the
radio, these modules will enable significantly increased spectral efficiency as
compared with the current design.

Results of Operations for the three and nine months ended September 30, 2003
and 2002

Revenues

Revenues were $8.2 million for the three months ended September 30, 2003,
a 64% increase from $5.0 million for the same period in 2002. Revenues were
$24.3 million for the nine months ended September 30, 2003, a 56% increase from
$15.6 million for the same period in 2002. The increase in product revenues
for the three and nine months ended September 30, 2003 is related to increased
shipments to several of our commercial transceiver customers and increased
interest in defense and military applications, as well as from new customers as
a result of our acquisition strategy. Additionally, during the first quarter
of 2002, there was a decrease in the number of transceivers sold to Nokia, as a
result of implementing a consignment stock location at their production
facilities. We expect revenue in the fourth quarter of 2003 to be higher than
in the third quarter as a result of increased customer demand.

Costs and Expenses

Cost of product revenues. Cost of product revenues consists primarily of
the costs of direct materials and labor utilized to assemble and test our
products, costs associated with procurement, production control, quality
assurance and manufacturing engineering, maintenance of our manufacturing
facilities, transition to offshore manufacturing vendors, building and
equipment depreciation, and costs associated with warranty returns.

Cost of product revenues for the three months ended September 30, 2003 was
$5.9 million, a 40% decrease in absolute dollars from $9.8 million for the same
period in 2002. As a result of cost reduction efforts and the utilization of
previously reserved inventory, cost of product revenues for the three months
ended September 30, 2003 decreased by 40% as compared to the three months ended
September 30, 2002 although revenues increased 64% from period to period.

Cost of product revenues for the nine months ended September 30, 2003 was
$19.0 million, a 19% decrease in absolute dollars from $23.6 million for the
same period in 2002. As a result of cost reduction efforts and the utilization
of previously reserved inventory, cost of product revenues for the nine months
ended September 30, 2003 decreased by 19% as compared to the nine months ended
September 30, 2002 although revenues increased 56% from period to period.

The decrease in cost of product revenues as a percentage of product
revenues is attributable to cost reduction programs that have been implemented
during the last 24 months. These programs include the outsourcing of over 60%
of the assembly and testing of our products to an offshore manufacturer,
elimination of excess equipment and capacity, reduction of manufacturing and
overhead positions and introduction of cost-reduced product designs.
The cost of product revenues as a percentage of product revenues was
impacted by the utilization of previously reserved inventory
amounting to $580,000 and
$996,000 for the three and nine months ended September 30, 2003. We
expect cost of product revenues as a percentage of sales to decrease in the fourth
quarter of 2003 as we experience higher product revenues, as well as cost
efficiencies from the move of more of our manufacturing activities to the
facility of our offshore partner and the introduction of lower cost designs.

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Research and development expenses. Research and development expenses
primarily include the costs of engineering personnel, outside services,
prototyping materials and equipment depreciation. Research and development
expenses for the three months ended September 30, 2003 were
$1.1 million, a 49%
decrease from $2.1 million for the same period in 2002. Research and
development expenses for the nine months ended September 30,
2003 were $3.6 million, a 54% decrease from $7.9 million for the same period in 2002. The
decrease for each period was primarily attributable to cost containment
efforts, work force reductions, and leverage of existing designs for new
development programs. We expect research and development expenses to remain
relatively constant for the fourth quarter of 2003 as savings from headcount
reductions are offset by increased project material costs.

Selling, general and administrative expenses. Selling, general and
administrative expenses consist primarily of salaries and related expenses for
executive, sales, marketing, finance, accounting, information technology,
facilities and human resources personnel, professional fees, bad debt expense
and promotional activities. Selling, general and administrative expenses for
the three months ended September 30, 2003 were $1.6 million, a 27% decrease
from $2.2 million for the same period in 2002. Selling, general and
administrative expenses for the nine months ended September 30, 2003 were $6.8
million, a 1% decrease from $6.9 million for the same period in 2002. The
decreases were primarily attributable to lower bad debt expense, cost reduction
efforts and reduced staffing in each of the functional areas. We expect
selling, general and administrative expenses to remain relatively constant for
the fourth quarter of 2003.

Restructuring Charge. On July 29,
2003, we announced a reduction in force of approximately 20%,
eliminating positions across all functions of the Company. During the
third quarter of 2003, we recorded a restructuring charge of $490,000
for severance payments. During the third quarter, we eliminated 18
positions and made cash payments of $416,000 under the Third Quarter
2003 Plan. Of the 18 positions that were eliminated, 10 were in
operations, 3 were in engineering and 5 were in sales, general and
administration. Severance payments will be complete by the end of
fiscal 2003. The reduction is expected to reduce anticipated 2004
operating expenses by approximately $2.0 million. Additionally, we accelerated
our plan to transition other high-volume manufacturing programs
offshore, resulting in approximately 70% of production occurring
offshore by the end of the fourth quarter of 2003.

During the third
quarter of 2002, we announced a restructuring plan, designed to
further reduce costs. This plan included the reduction of 102
positions and consolidation of excess facilities and charges related
to excess property and equipment. As a result, a restructuring charge
of $4.9 million was recorded in the third quarter of 2002, the
components of which were $1.8 million for severance
payments and $3.1 million for excess equipment.

On February 28,
2002, we announced a restructuring plan, designed to reduce operating
expenses in order to align resources with long-term growth
opportunities. This plan included the reduction of 107 positions and
consolidation of excess facilities and charges related to excess
property and equipment. As a result, a restructuring charge of
approximately $3.5 million was recorded in the first quarter of
2002, the components of which were $1.1 million for severance
payments, $310,000 for lease cancellations and $2.1 million for
excess equipment offset by $490,000 resulting from settlement of
lease obligations for vacated leased space in Sunnyvale, California.

Amortization of deferred stock compensation. Deferred stock compensation
charges consist of charges related to the difference between deemed fair market
values on the date of employee option grants and the option price. The Company
amortized approximately $21,000 and recorded a recovery of approximately
$20,000 associated with forfeitures for the
three months ended September 30, 2003 and 2002, respectively and $ 617,000 and
$ 2.0 million of amortization for the nine months ended September 30, 2003 and
2002, respectively. The decrease is primarily due to using an accelerated
method to amortize deferred stock compensation that results in higher expense
in earlier periods and credits from the forfeiture of options by terminated employees.
Deferred stock compensation will be fully amortized in June 2004.

Loss on building
sublease. During the first quarter of 2003, the Company subleased
12,700 square feet of its Sunnyvale, California headquarter building to an
unrelated third party. The rental income for the lease period is less than the
rental expense that will be incurred, and therefore a loss at sublease
inception of $662,000 was incurred. There have been no other losses on
subleases recorded in periods presented.

Impairment of long-lived assets. During the third quarter of 2003, the
Company recorded an additional charge of $139,000 to reduce engineering
equipment based on the amounts by which the carrying value of these assets
exceeded their fair value. The evaluation took in to consideration the
reduction in engineering headcount that occurred during the third quarter of
2003. The Companys estimate of the fair value of the assets was based on
estimated salvage value of the equipment, less selling costs.

During the first
quarter of 2003, the Company evaluated the carrying value of long-lived assets utilized in its manufacturing process. As the
Company moves more of
its production to its offshore partner, the Company does not need as much manufacturing
equipment, and therefore an impairment charge of $2.4 million for
excess manufacturing equipment has been recorded. The impairment charge was calculated as the
difference between the carrying value and the salvage value of the equipment,
less selling costs.

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Interest and other income, net

Interest and other income, net consists primarily of interest income
earned on our cash, cash equivalents and short-term investments offset by
interest expense on capital equipment leases and notes payable. Interest and
other income, net was $262,000 and $97,000, for the three months ended
September 30, 2003 and 2002, respectively. Interest and other income, net was
$404,000 and $1.5 million, for the nine months ended September 30, 2003 and
2002, respectively. Interest income for the three months ended September 30,
2003 was $73,000, a 64% decrease from $200,000 for the same period in 2002.
Interest income for the nine months ended September 30, 2003 was $246,000, a
69% decrease from $804,000 for the same period in 2002. The decrease in
interest income was primarily attributable to lower interest rates, lower
average invested cash balances and lower yields on interest-bearing
investments. Interest expense represented interest on capital leases and a
note payable collateralized by capital equipment. Interest expense decreased
to $11,000 for the three months ended September 30, 2003, from $100,000 for the
three months ended September 30, 2002 as a result of a decreased number of
capital equipment leases and overall lower interest rates. Interest expense
decreased to $108,000 for the nine months ended September 30, 2003, from
$410,000 for the nine months ended September 30, 2002 as a result of a
decreased number of capital equipment leases and overall lower interest rates.
Other income for the three and nine months ended September 30, 2002 included
$1.2 million from the gain on contract termination offset by cost of $66,000
for capital lease termination.

Liquidity and Capital Resources

Our principal source of liquidity as of September 30, 2003 consisted of
approximately $28.9 million in cash, cash equivalents, restricted cash and
short-term investments. In the nine months ended September 30, 2003, we used
$541,000 for operating activities, as compared to $19.4 million for the same
period in 2002. The decrease in the use of cash in operations was primarily
due to a significant decrease in the net loss for the period and an increase in
accounts receivable.

Investing activities provided $5.9 million of cash in the nine months
ended September 30, 2003, as compared to $15.4 million in the same period in
2002. The decrease in the proceeds of cash in investing activities was
primarily due to fewer sales of short-term investments.

Financing activities in the nine months ended September 30, 2003 used $1.2
million of cash, as compared to $2.6 million in the same period in 2002. The
decrease in the use of cash for financing activities is primarily attributable
to fewer capital lease obligation payments. During the second quarter of 2003,
$643,000 of capital leases were paid in advance, in order to minimize interest
expense in future periods. Therefore, capital lease payments and interest
expense will be lower in the future.

We believe that our existing cash and investment balances and anticipated
cash flows from operations will be sufficient to meet our operating and capital
requirements for at least the next 12 months. However, we could be required,
or could elect, to raise additional funds during that period and we may need to
raise additional capital in the future. Additional capital may not be
available at all, or may only be available on terms unfavorable to us.

There have been no material changes in contractual obligations as reported
in our annual report on Form 10-K for the year ended December 31, 2002.







Item 3. Qualitative and Quantitative Disclosures about Market Risk

We believe that there have been no material changes in our reported market
risks faced since our report on market risks in our annual report on Form 10-K
for the year ended December 31, 2002 under the heading corresponding to that
set forth above. Our exposure to market risk is limited to interest income
sensitivity, which is affected by changes in the general level of U.S. interest
rates, as our investments in cash equivalents include investment grade
commercial paper and government securities. We place our investments with
high-quality issuers and attempt to limit when possible the amount of credit
exposure to any one issuer. Due to the nature of our short-term investments,
we do not believe we are subject to any material market risk exposure. We do
not have any material equity investments, or foreign currency or other
derivative financial instruments.







Item 4. Controls and Procedures.

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Based on their evaluation as of the end of the period covered by this
Quarterly Report on Form 10-Q, our chief executive officer and chief financial
officer have concluded that our disclosure controls and procedures (as defined
in Rules 13a-14(c) and 15d-14(c) under the Securities Exchange Act of 1934 (the
Exchange Act)) were effective as of the end of the period covered by this
report to ensure that information that we are required to disclose in reports
that we file or submits under the Exchange Act is recorded, processed,
summarized and reported within the time periods specified in Securities and
Exchange Commission rules and forms.

Our disclosure controls and procedures are designed to provide reasonable
assurance of achieving their objectives, and our Chief Executive Officer and
our Chief Financial Officer have concluded that these controls and procedures
are effective at the reasonable assurance level. We believe that a control
system, no matter how well designed and operated, cannot provide absolute
assurance that the objectives of the control system are met, and no evaluation
of controls can provide absolute assurance that all control issues and
instances of fraud, if any, within a company have been detected.

There were no significant changes in our internal controls or in other
factors that could significantly affect these controls during the most recent
quarter. There were no significant deficiencies or material weaknesses in our
internal controls, and therefore there were no corrective actions taken.

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PART II. OTHER INFORMATION







Item 6. Exhibits and Reports on Form 8-K

(a)  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                                                                                                                                                                                           
|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.                                      



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|(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

We filed a Current Report on Form 8-K dated July 14, 2003 to furnish a press
release in which we announced that based on preliminary results, our financial
results for the quarter ended June 30, 2003 were expected to exceed prior
projections.

We filed a Current Report on Form 8-K dated July 29, 2003 to furnish a press
release in which we announced our financial results for the quarter ended June
30, 2003.

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SIGNATURE

Pursuant to the requirements 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
| | -------------------



| | Date: November 14, 2003
| | -----------------------



| | By: /s/ Edward A. Keible, Jr.
         Edward A. Keible, Jr.
         President and Chief Executive
Officer
| | -----------------------------------------------------------------------------------------------------------



| | By: /s/ Julianne M. Biagini
         Julianne M. Biagini
         Senior Vice President
         and Chief Financial Officer
         (Duly Authorized Officer and
Principal
         Financial and Accounting Officer)
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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Index 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                                                                                                                                                                                           
|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.                                      

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