EXHIBIT 10.55

CENTILLIUM COMMUNICATIONS, INC.

AMENDED AND RESTATED

CHANGE OF CONTROL SEVERANCE AGREEMENT

This Amended and Restated Change of Control Severance Agreement (the "Agreement") is made and enteredinto by and between Linda Reddick (the "Employee") and Centillium Communications, Inc., a Delaware corporation (the"Company"), effective as of February 16, 2007 (the "Effective Date").

RECITALS

It is expected that the Company from time to time will consider the possibility of an acquisition by anothercompany or other change of control.  The Board of Directors of the Company (the "Board") recognizes that such consideration can be adistraction to the Employee and can cause the Employee to consider alternative employment opportunities.  The Board has determined that it is in thebest interests of the Company and its stockholders to assure that the Company will have the continued dedication and objectivity of the Employee,notwithstanding the possibility, threat or occurrence of a Change of Control (as defined herein) of the Company.

The Board believes that it is in the best interests of the Company and its stockholders to provide the Employee with anincentive to continue his employment and to motivate the Employee to maximize the value of the Company upon a Change of Control for the benefit ofits stockholders.

The Board believes that it is imperative to provide the Employee with certain severance benefits upon the Employee'stermination of employment following a Change of Control.  These benefits will provide the Employee with enhanced financial security and incentive andencouragement to remain with the Company notwithstanding the possibility of a Change of Control.

The Company had previously entered into a Change of Control Agreement effective as of October 27, 2006 with the Employee (the"Original Agreement") and now wishes to amend and restate the Original Agreement to address certain issues associated with theEmployee's appointment as Interim CFO. 
Certain capitalized terms used in the Agreement are defined in Section 5 below.

AGREEMENT

NOW, THEREFORE, in consideration of the mutual covenants contained herein, the parties hereto agree as follows:

Term of Agreement
.  This Agreement shall terminate upon the date that all of the obligations of theparties hereto with respect to this Agreement have been satisfied. 

At-Will Employment
.  The Company and the Employee acknowledge that the Employee's employment is and shallcontinue to be at-will, as defined under applicable law, except as may otherwise be specifically provided under the terms of any written formalemployment agreement between the Company and the Employee (an "Employment Agreement").  If the Employee's employmentterminates for any reason, including (without limitation) any termination prior to a Change of Control, the Employee shall not be entitled to anypayments, benefits, damages, awards or compensation other than as provided by this Agreement or under his or her EmploymentAgreement.

Severance Benefits
.

Involuntary Termination Other than for Cause or Voluntary Termination for Good Reason Following a Change ofControl
.  If within eighteen (18) months following a Change of Control (i) the Employee terminates his or her employment with the Company (orany parent or subsidiary of the Company) for "Good Reason" (as defined herein) or (ii) the Company (or any parent or subsidiary of theCompany) terminates the Employee's employment for other than "Cause" (as defined herein), and the Employee signs and does not revokea standard release of claims with the Company in a form acceptable to the Company, then the Employee shall receive the following severance from theCompany:

Severance Payment
.  The Employee shall be entitled to receive a lump-sum severance payment (less applicable withholding taxes) equalto 100% of the Employee's annual base salary (as in effect immediately prior to (A) the Change of Control, or (B) the Employee's termination,whichever is greater).
The vesting of the existing grant of 30,000 restricted stock units granted on December 1, 2006 shall accelerate by six (6) months in addition to thevesting under the initial vesting schedule.

 (iii)	The vesting of any options, restricted stock or restricted stock units (or other similar equity grant) granted after the date of this Agreementshall accelerate by twelve (12) months in addition to the vesting under the relevant initial vesting schedule.
 (iv)	Benefits.  Employee shall be entitled to receive company-paid health, dental and vision benefits substantially similar to those shewas receiving immediately prior to the change of control (collectively, the "Health Care Benefits"), until the earlier of twelve (12) months fromthe date of termination or the date upon which Employee becomes covered under another employer's group health, dental and vision plan (the"Covered Period"); provided that if continued receipt of the Health Care Benefits is not permitted by the applicable health care group plans,the Company will then reimburse Employee for the COBRA premiums for the same such benefits for the Covered Period.
Timing of Severance Payments
.  The severance payment to which Employee is entitled shall be paid by theCompany to Employee in cash and in full, not later than thirty (30) calendar days after the date of the termination of Employee's employment asprovided in Section 3(a).  If the Employee should die before all amounts have been paid, such unpaid amounts shall be paid in a lump-sum payment(less any withholding taxes) to the Employee's designated beneficiary, if living, or otherwise to the personal representative of the Employee'sestate.

Voluntary Resignation; Termination for Cause
.  If the Employee's employment with the Company terminates (i)voluntarily by the Employee other than for Good Reason, or (ii) for Cause by the Company, then the Employee shall not be entitled to receiveseverance or other benefits except for those (if any) as may then be established under the Company's then existing severance and benefits plans andpractices or pursuant to other written agreements with the Company.

Termination Apart from Change of Control
.  In the event the Employee's employment is terminated for anyreason, either prior to the occurrence of a Change of Control or after the eighteen (18)-month period following a Change of Control, then the Employeeshall be entitled to receive severance and any other benefits only as may then be established under the Company's existing written severance andbenefits plans and practices or pursuant to other written agreements with the Company.

Exclusive Remedy
.  In the event of a termination of Employee's employment within eighteen (18) monthsfollowing a Change of Control, the provisions of this Section 3 are intended to be and are exclusive and in lieu of any other rights or remedies to whichthe Employee or the Company may otherwise be entitled, whether at law, tort or contract, in equity, or under this Agreement.  The Employee shall beentitled to no benefits, compensation or other payments or rights upon termination of employment following a Change in Control other than thosebenefits expressly set forth in this Section 3.

Golden Parachute Excise Tax.
  In the event that the severance and other benefits provided for in this Agreement or otherwise payable tothe Employee (i) constitute "parachute payments" within the meaning of Section 280G of the Internal Revenue Code of 1986, asamended (the "Code") and (ii) but for this Section, would be subject to the excise tax imposed by Section 4999 of the Code, then theEmployee's severance benefits under this Agreement shall be payable either
in full, or
as to such lesser amount which would result in no portion of such severance benefits being subject to excise tax under Section 4999 of the Code,whichever of the foregoing amounts, taking into account the applicable federal, state and local income taxes and the excise tax imposed by Section4999, results in the receipt by the Employee on an after-tax basis, of the greatest amount of severance benefits under this Agreement, notwithstandingthat all or some portion of such severance benefits may be taxable under Section 4999 of the Code.  Unless the Company and the Employee otherwiseagree in writing, any determination required under this Section shall be made in writing by the Company's independent public accountants (the"Accountants"), whose determination shall be conclusive and binding upon the Employee and the Company for all purposes.  For purposesof making the calculations required by this Section, the Accountants may make reasonable assumptions and approximations concerning applicabletaxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code.  The Company andthe Employee shall furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make adetermination under this Section.  The Company shall bear all costs the Accountants may reasonably incur in connection with any calculationscontemplated by this Section.

Definition of Terms
.  The following terms referred to in this Agreement shall have the followingmeanings:

Cause
.  "Cause" shall mean (i) an act of personal dishonesty taken by the Employee inconnection with his responsibilities as an employee and intended to result in substantial personal enrichment of the Employee, (ii) Employeebeing convicted of a felony, (iii) a willful act by the Employee which constitutes gross misconduct and which is injurious to the Company,(iv) following delivery to the Employee of a written demand for performance from the Company which describes the basis for the Company'sreasonable belief that the Employee has not substantially performed his duties, continued violations by the Employee of the Employee's obligations tothe Company which are demonstrably willful and deliberate on the Employee's part.

Change of Control
.  "Change of Control" means the occurrence of any of the following:

Any "person" (as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, asamended) becomes the "beneficial owner" (as defined in Rule 13d-3 under said Act), directly or indirectly, of securities of the Companyrepresenting fifty percent (50%) or more of the total voting power represented by the Company's then outstanding voting securities; or

The consummation of a merger or consolidation of the Company with any other corporation, other than a merger orconsolidation which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either byremaining outstanding or by being converted into voting securities of the surviving entity) at least fifty percent (50%) of the total voting powerrepresented by the voting securities of the Company or such surviving entity outstanding immediately after such merger or consolidation; or

The consummation of the sale, lease or other disposition by the Company of all or substantially all the Company'sassets.

Good Reason
.  "Good Reason" means without the Employee's express written consent (i)  a materialreduction of Employee's duties, authority or responsibilities, relative to the Employee's duties, authority or responsibilities as in effect immediately priorto such reduction, or the assignment to Employee of such reduced duties, authority or responsibilities; (ii) a reduction by the Company in the basecompensation of the Employee as in effect immediately prior to such reduction; or (iii) the relocation of the Employee to a facility or a location morethan fifty (50) miles from such Employee's then present location.

Successors
.

The Company's Successors
.  Any successor to the Company (whether direct or indirect and whether bypurchase, merger, consolidation, liquidation or otherwise) to all or substantially all of the Company's business and/or assets shall assume theobligations under this Agreement and agree expressly to perform the obligations under this Agreement in the same manner and to the same extent asthe Company would be required to perform such obligations in the absence of a succession.  For all purposes under this Agreement, the term"Company" shall include any successor to the Company's business and/or assets which executes and delivers the assumption agreementdescribed in this Section 7(a) or which becomes bound by the terms of this Agreement by operation of law.

The Employee's Successors
.  The terms of this Agreement and all rights of the Employee hereunder shall inure tothe benefit of, and be enforceable by, the Employee's personal or legal representatives, executors, administrators, successors, heirs, distributees,devisees and legatees.

Notice
.

General
. All notices and other communications required or permitted hereunder shall be in writing, shall beeffective when given, and shall in any event be deemed to be given upon receipt or, if earlier, (a) five (5) days after deposit with the U.S.Postal Service or other applicable postal service, if delivered by first class mail, postage prepaid, (b) upon delivery, if delivered by hand,(c) one (1) business day after the business day of deposit with Federal Express or similar overnight courier, freight prepaid or(d) one (1) business day after the business day of facsimile transmission, if delivered by facsimile transmission with copy by first classmail, postage prepaid, and shall be addressed (i) if to Employee, at his or her last known residential address and (ii) if to theCompany, at the address of its principal corporate offices (attention:  Secretary), or in any such case at such other address as a party may designateby ten (10) days' advance written notice to the other party pursuant to the provisions above.

Notice of Termination
.  Any termination by the Company for Cause or by the Employee for Good Reason or as aresult of a voluntary resignation shall be communicated by a notice of termination to the other party hereto given in accordance with Section 7(a) of thisAgreement.  Such notice shall indicate the specific termination provision in this Agreement relied upon, shall set forth in reasonable detail the facts andcircumstances claimed to provide a basis for termination under the provision so indicated, and shall specify the termination date (which shall be notmore than thirty (30) days after the giving of such notice).  The failure by the Employee to include in the notice any fact or circumstance whichcontributes to a showing of Good Reason shall not waive any right of the Employee hereunder or preclude the Employee from asserting such fact orcircumstance in enforcing his or her rights hereunder.

Miscellaneous Provisions
.

No Duty to Mitigate
.  The Employee shall not be required to mitigate the amount of any payment contemplated bythis Agreement, nor shall any such payment be reduced by any earnings that the Employee may receive from any other source.

Waiver
.  No provision of this Agreement shall be modified, waived or discharged unless the modification, waiveror discharge is agreed to in writing and signed by the Employee and by an authorized officer of the Company (other than the Employee).  No waiver byeither party of any breach of, or of compliance with, any condition or provision of this Agreement by the other party shall be considered a waiver of anyother condition or provision or of the same condition or provision at another time.

- Headings .  All captions and section headings used in this Agreement are for convenient reference only and do not form a part of thisAgreement.
Entire Agreement
.  This Agreement constitutes the entire agreement of the parties hereto and supersedes in theirentirety all prior representations, understandings, undertakings or agreements (whether oral or written and whether expressed or implied) of the partieswith respect to the subject matter hereof, including but not limited to the Original Agreement. 

Choice of Law
.  The validity, interpretation, construction and performance of this Agreement shall be governed bythe laws of the State of California.

Severability
.  The invalidity or unenforceability of any provision or provisions of this Agreement shall not affect thevalidity or enforceability of any other provision hereof, which shall remain in full force and effect.

Withholding
.  All payments made pursuant to this Agreement will be subject to withholding of applicable incomeand employment taxes.

Counterparts
.  This Agreement may be executed in counterparts, each of which shall be deemed an original, butall of which together will constitute one and the same instrument.

IN WITNESS WHEREOF, each of the parties has executed this Agreement, in the case of the Company by its duly authorized officer, as of the dayand year set forth above.

	COMPANY	

	CENTILLIUM COMMUNICATIONS, INC.

	By:	____________________________________

Title:	Chief Executive Officer			
	EMPLOYEE		

	By:	____________________________________

Title:	Linda Reddick