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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549
 FORM 10-Q/A Amendment No. 1 x
    
    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
 For the quarterly period ended September 30, 2003 OR o
    
    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  Delaware
    
    95-4333817(State of incorporation)
    
    (I.R.S. Employer Identification No.)776 Palomar 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 o. Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Exchange Act). Yes o No x The number of shares of the registrants Common Stock outstanding as of
April 28, 2004 was 9,585,277 shares.




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|                           |                                          |  |  |  |  |  |  | 
|-------------------------- | ---------------------------------------- |  |  |  |  |  |  | 
|PART II. OTHER INFORMATION
|                           | Item 6. Exhibits and Reports on Form 8-K
|SIGNATURE                 
|EXHIBIT 10.28             
|EXHIBIT 31.1              
|EXHIBIT 31.2              



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EXPLANATORY NOTE This amended quarterly report on Form 10-Q/A is being filed to amend Part
II, Item 6, of the Registrants Form 10-Q for the period ended September 30,
2003, for the sole purpose of re-filing Exhibit 10.28. No other modifications
or changes have been made to Part II, Item 6 or any other portions of the
Registrants Form 10-Q as originally filed. This amendment to our Form 10-Q
does not reflect events occurring after the filing of our original Form 10-Q or
modify or update those disclosures affected by subsequent events. 
 PART II. OTHER INFORMATION 
 Item 6. Exhibits and Reports on Form 8-K (a) Exhibits. Number
    
    Description2.1(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, 2000.3.3
    
    Certificate of Amendment of Amended and Restated Certificate of
Incorporation effective June 28, 2002.4.1(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 (ix)
    
    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.




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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. (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: August 4, 2004By:
    /s/ Edward A. Keible, Jr.Edward A. Keible, Jr.President and Chief Executive Officer By:
    /s/ Julianne M. BiaginiJulianne M. BiaginiSenior Vice President
and Chief Financial Officer
(Duly Authorized Officer and Principal
Financial and Accounting Officer)




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Index to Exhibits Number
    
    Description10.28+
    
    Development Agreement by and between Nokia and the Registrant dated August 14, 2003.31.1
    
    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.
   +
    
    Confidential treatment has been requested for a portion of this exhibit.