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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549



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FORM 10-K/A

(Amendment No. 1)



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

For the fiscal year ended March 31, 2004

OR



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

FOR THE TRANSITION PERIOD FROM  TO

Commission File No. 0-14225



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EXAR CORPORATION

(Exact Name of Registrant as specified in its charter)



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|                                                               |  |                                        
|-------------------------------------------------------------- |  | ---------------------------------------
|Delaware                                                       |  | 94-1741481                             
|(State or other jurisdiction of incorporation or organization) |  | (I.R.S. Employer Identification Number)

48720 Kato Road, Fremont, CA 94538

(Address of principal executive offices, zip code)

Registrants
telephone number, including area code: (510) 668-7000



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SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT: NONE

SECURITIES
REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:

COMMON STOCK

(Title of Class)



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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 if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained,
to the best of Registrants knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.  x

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of
accelerated filer and large accelerated filer in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated
filer ̈Accelerated filer  x                    Non-accelerated filer ̈

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

The aggregate market value of the voting stock held by non-affiliates of the Registrant as of
September 30, 2003 was $572,568,610 based on the last sales price reported for such date as reported on The Nasdaq Stock Market, Inc (NASDAQ).

The number of shares outstanding of the Registrants common stock was 41,179,622 as of June 8, 2004, net of treasury shares.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the Companys 2004
Definitive Proxy Statement to be filed not later than 120 days after the close of the 2004 fiscal year are incorporated by reference into Part III, Items 10, 11, 12, 13 and 14 of this Report.



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EXPLANATORY NOTE

This Amendment No. 1 to Exar Corporations Annual Report on Form 10-K for the fiscal year ending March 31, 2004 (the Annual Report) is being filed for the sole purpose of amending Exhibits
10.16 and 10.17 (the Exhibits), the Fiscal 2005 Executive Incentive Compensation Program and the Fiscal 2005 Key Employee Incentive Compensation Program, respectively, in order to provide modified redactions to such Exhibits pursuant to
an amended confidential treatment request submitted to the Securities and Exchange Commission.

Except as described above, no other changes
have been made to the Annual Report, and this Amendment No. 1 does not amend, update or change any other information contained in the Annual Report. This Amendment No. 1 does not reflect events occurring after the filing of the Annual
Report. Information not affected by the changes described above is unchanged and reflects the disclosures made at the time of the original filing of the Annual Report on June 14, 2004. Accordingly, this Amendment No. 1 should be read in
conjunction with our filings made with the Securities and Exchange Commission subsequent to the filing of the Annual Report, including any amendments to those filings.



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|            |  |                               |  |                                                                                                                                                   
|----------- |  | ----------------------------- |  | --------------------------------------------------------------------------------------------------------------------------------------------------
|            |  | EXAR CORPORATION (Registrant)
|            |  |                              
|May 1, 2006 |  | By:                           |  | /s/ ROUBIK GREGORIAN                                                                                                                              
|            |  |                               |  | (Roubik Gregorian) Chief Executive Officer, President, and Director (Principal Executive
Officer)                                                 
|            |  |                              
|May 1, 2006 |  | By:                           |  | /s/ RONALD W. GUIRE                                                                                                                               
|            |  |                               |  | (Ronald W. Guire) Executive Vice President, Chief Financial Officer, Assistant Secretary and Director
(Principal Financial and Accounting Officer)



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EXHIBIT INDEX



|              |  |                                                         
|------------- |  | --------------------------------------------------------
|ExhibitNumber |  | Description                                             
|10.16*       |  | Fiscal 2005 Executive Incentive Compensation Program.   
|              | 
|10.17*       |  | Fiscal 2005 Key Employee Incentive Compensation Program.
|              | 
|31.1          |  | Chief Executive Officer Certification.                  
|              | 
|31.2          |  | Chief Financial Officer Certification.                  

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|* | Indicates management contracts or compensatory plans and arrangements filed pursuant to Item 601(B)(10) of Regulation S-K.
|- | --------------------------------------------------------------------------------------------------------------------------

| | Portions of this agreement have been omitted pursuant to a request for confidential treatment and the omitted portions have been filed separately with the Securities and Exchange
Commission.
|- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------