| ** **

** **

**UNITED STATES**                                                                                  |
|----------------------------------------------------------------------------------------------------------------------------|
| **SECURITIES AND EXCHANGE COMMISSION**                                                                                     |
| **Washington, D.C. 20549**                                                                                                 |
|                                                                                                                            |  |
| **FORM 10-Q**                                                                                                              |
| (Mark One)                                                                                                                 |  |
| **[X]   QUARTERLY REPORT  PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934**               |
| For the quarterly period ended September 27, 2008                                                                          |
|                                                                                                                            |
| Or                                                                                                                    |
|                                                                                                                            |  |
| **[  ]  TRANSITION REPORT  PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934  ** |
| ** **                                                                                                                 | ** ** |
| For the transition period from_______ to_________                                                                          |
|                                                                                                                            |  |
| **Commission file number 0-22511**                                                                                         |
|                                                                                                                            |  |
| **RF Micro  Devices, Inc.**  (Exact name of registrant as specified in its charter)                                        |
|                                                                                                                            |  |
| **North Carolina**  (State or other jurisdiction of  incorporation or organization)                                        | **56-1733461**  (I.R.S. Employer     Identification No.) |
|                                                                                                                            |  |
| **7628 Thorndike Road****Greensboro, North Carolina**(Address of principal executive  offices)                             | **27409-9421**(Zip Code) |
|                                                                                                                            |  |
| **(336) 664-1233**  (Registrant's telephone number, including area code)                                                   |

Indicate by check markwhether the registrant (1) has filed all reports required to be filed bySection 13 or 15(d)of the Securities Exchange Act of 1934 during the preceding12 months (or for such shorter period that the registrant wasrequired to filesuch reports), and (2) has been subject to such filing requirements for thepast 90 days.                               Yes [X] No [  ]

Indicate by check mark whether the registrant is a large accelerated filer, anaccelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer"and "smaller reporting company" in Rule 12b-2 of the Exchange Act.                                                                                                                                                                        Large accelerated filer [X]                                                                                                Acceleratedfiler [  ]                                   Non-accelerated filer [  ] (Do not check if a smaller reporting company)                 Smaller reporting company [ ]                                  

Indicate by check mark whether the registrant is a shell company (as defined inRule 12b-2 of the Exchange Act). Yes [  ] No [X]

As of October 31, 2008, there were 263,123,333 shares of the registrant'scommon stock outstanding.  

----

### RF MICRO DEVICES, INC. AND SUBSIDIARIES

### INDEX

** **

| **PART I-**        | **FINANCIAL INFORMATION**                                                                                                                                                                       | ** ** |
|--------------------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|------------|
| ** **         | ** **                                                                                                                                                                                      | ** ** |
| **Item 1.**        | **Condensed Consolidated Financial  Statements.**                                                                                                                                               | **Page**   |
|                    |                                                                                                                                                                                                 |            |
|                    |                                                                                                                                                                                                 |            |
|                    |       Condensed Consolidated  Balance Sheets as of September 27, 2008         and March 29, 2008                                    | 3          |
|                    |     Condensed Consolidated Statements  of Operations for the three months ended         September 27, 2008 and September  29, 2007  | 4          |
|                    |                                                                                                                                                                                                 |            |
|                    |     Condensed Consolidated  Statements of Operations for the six months ended         September 27, 2008 and September  29, 2007    | 5          |
|                    |                                                                                                                                                                                                 |            |
|                    |     Condensed Consolidated  Statements of Cash Flows for the six months ended        September 27, 2008 and September  29, 2007          | 6          |
|                    |                                                                                                                                                                                                 |            |
|                    |     Notes to Condensed  Consolidated Financial Statements                                                                                                                   | 7          |
|                    |                                                                                                                                                                                                 |            |
| **Item 2.**        | **Management's Discussion and  Analysis of Financial Condition and Results of Operations.**                                                                                                     | 17         |
|                    |                                                                                                                                                                                                 |            |
| **Item 3.**        | **Quantitative and Qualitative  Disclosures About Market Risk.**                                                                                                                                | 24         |
| ** **         | ** **                                                                                                                                                                                      |            |
| **Item 4.**        | **Controls and Procedures.**                                                                                                                                                                    | 24         |
|                    |                                                                                                                                                                                                 |            |
| ** **         | ** **                                                                                                                                                                                      | ** ** |
| **PART II -**      | **OTHER INFORMATION**                                                                                                                                                                           | ** ** |
| ** **         | ** **                                                                                                                                                                                      | ** ** |
| **Item 1.**        | **Legal Proceedings.**                                                                                                                                                                          | 24         |
| ** **         | ** **                                                                                                                                                                                      |            |
| **Item 1A.**       | **Risk Factors.**                                                                                                                                                                               | 24         |
| ** **         | ** **                                                                                                                                                                                      |            |
| **Item 4.**        | **Submission of Matters to  a Vote of Security Holders.**                                                                                                                                       | 25         |
| ** **         | ** **                                                                                                                                                                                      |            |
| **Item 6.**        | **Exhibits.**                                                                                                                                                                                   | 26         |
| ** **         | ** **                                                                                                                                                                                      | ** ** |
| **SIGNATURES.**    | ** **                                                                                                                                                                                      | 27         |
| ** **         | ** **                                                                                                                                                                                      |            |
| **EXHIBIT INDEX.** | ** **                                                                                                                                                                                      | 28         |

**                                                                                                                              **

** **

| 2 |
|---|

----

### PART I -FINANCIAL INFORMATION

### ITEM 1.      

**RF MICRO DEVICES, INC. AND SUBSIDIARIESCONDENSED CONSOLIDATED BALANCE SHEETS**(In thousands)

|                                                                                                                                                                                                                                                                                     | **September 27,  2008** | ** **      | **March 29,   2008** |
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|-------------------------|-----------------|----------------------|
|                                                                                                                                                                                                                                                                                     | **(Unaudited)**         |                 | ** **           |
| **ASSETS**                                                                                                                                                                                                                                                                          |                         |                 |                      |
| Current assets:                                                                                                                                                                                                                                                                     |                         |                 |                      |
|         Cash and cash  equivalents                                                                                                                                                                                                               |  $                 | 169,274    |                      |  $ | 129,750  |
|         Restricted cash                                                                                                                                                                                                                          | 69                 |                 | 504             |
|         Short-term  investments                                                                                                                                                                                                                  | 49,996             |                 | 100,841         |
|         Accounts  receivable, less allowance of $514 and $797           as of September 27, 2008 and March 29, 2008,            respectively | 122,592            |                 | 115,629         |
|        Inventories *(Note  3)*                                                                                                                                                                                                                        | 165,494            |                 | 190,753         |
|        Prepaid expenses                                                                                                                                                                                                                               | 12,005             |                 | 13,630          |
|        Other receivables                                                                                                                                                                                                                              | 45,238             |                 | 33,110          |
|        Current deferred  tax assets                                                                                                                                                                                                                   | 35,597             |                 | 35,058          |
|        Other current  assets                                                                                                                                                                                                                          | 14,862             |                 | 2,758           |
|    Total current assets                                                                                                                                                                                                                                                   | 615,127            |                 | 622,033         |
|                                                                                                                                                                                                                                                                                     |                         |                 |                      |
| Property and equipment, net of accumulated depreciation  of $435,586 at September 27, 2008 and $421,574 at March 29, 2008                                                                                                                                                           | 401,565            |                 | 430,237         |
| Goodwill *(Note 7)*                                                                                                                                                                                                                                                                 | 716,162            |                 | 701,317         |
| Intangible assets, net                                                                                                                                                                                                                                                              | 198,864            |                 | 205,072         |
| Long-term investments                                                                                                                                                                                                                                                               | 23,609             |                 | 26,336          |
| Non-current deferred tax  assets                                                                                                                                                                                                                                                    | 33,892             |                 | 30,078          |
| Other non-current assets                                                                                                                                                                                                                                                            | 1,936              |                 | 2,122           |
|    Total assets                                                                                                                                                                                                                                                           | $                       | 1,991,155  |                      |  $ | 2,017,195  |
|                                                                                                                                                                                                                                                                                     |                         |                 |                      |
| **LIABILITIES AND  SHAREHOLDERS' EQUITY**                                                                                                                                                                                                                                           | ** **              | ** **      | ** **           |
| Current liabilities:                                                                                                                                                                                                                                                                |                         |                 |                      |
|         Accounts payable                                                                                                                                                                                                                         | $                       | 67,755     |                      | $ | 78,674  |
|         Accrued  liabilities                                                                                                                                                                                                                     | 62,556             |                 | 52,111          |
|         Other current  liabilities                                                                                                                                                                                                               | 12,442             |                 | 4,806           |
|    Total current  liabilities                                                                                                                                                                                                                                             | 142,753            |                 | 135,591         |
|                                                                                                                                                                                                                                                                                     |                         |                 |                      |
| Long-term debt, net of unamortized discount of $7,574  at September 27, 2008 and $8,664 at March 29, 2008 *(Note 5)*                                                                                                                                                                | 615,576            |                 | 616,698         |
| Other long-term liabilities                                                                                                                                                                                                                                                         | 17,095             |                 | 26,269          |
|    Total liabilities                                                                                                                                                                                                                                                      | 775,424            |                 | 778,558         |
|                                                                                                                                                                                                                                                                                     |                         |                 |                      |
| Shareholders' equity:                                                                                                                                                                                                                                                               |                         |                 |                      |
| Preferred stock, no par value; 5,000 shares  authorized; no shares issued and outstanding                                                                                                                                                                                           | -                  |                 | -          |
| Common stock, no par value; 500,000 shares  authorized; 263,100 and 260,643 shares issued and outstanding at September 27,  2008 and March 29, 2008, respectively                                                                                                                   | 958,109            |                 | 955,390         |
| Additional paid-in capital                                                                                                                                                                                                                                                          | 160,604            |                 | 148,914         |
| Accumulated other comprehensive (loss) income, net of  tax *(Note 4)*                                                                                                                                                                                                               | (781)                   |                 | 632             |
| Retained earnings                                                                                                                                                                                                                                                                   | 97,799             |                 | 133,701         |
|    Total shareholders'  equity                                                                                                                                                                                                                                            | 1,215,731          |                 | 1,238,637       |
|                                                                                                                                                                                                                                                                                     |                         |                 |                      |
|    Total liabilities and  shareholders' equity                                                                                                                                                                                                                            | $                       | 1,991,155  |                      | $ | 2,017,195  |
|                                                                                                                                                                                                                                                                                     |                         |                 |                      |  |  |  |  |  |  |

Seeaccompanying Notes to Condensed Consolidated Financial Statements.

| 3 |
|---|

----

**RF MICRO DEVICES, INC. AND SUBSIDIARIESCONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS** (In thousands, except per sharedata)(Unaudited)

###  

|                                                                        | **Three Months Ended** |
|------------------------------------------------------------------------|------------------------|
| ** **                                                             | **September 27, 2008** | ** ** | **September 29, 2007** |
|                                                                        |                        |  |  |
| Revenue                                                                |  $                | 271,669   |  |  $ | 255,845  |
|                                                                        |                        |  |  |
| Operating costs and  expenses:                                         |                        |  |  |
|         Cost of goods sold          | 194,901           |  | 173,580  |
|         Research and  development   | 45,063            |  | 48,812  |
|         Marketing and  selling      | 17,153            |  | 12,912  |
|         General and  administrative | 15,781            |  | 10,829  |
|         Other operating  expense    | 17,816            |  | 1,610  |
| Total operating costs  and expenses                          | 290,714           |  | 247,743  |
| (Loss) income from  operations                                         | (19,045)               |  | 8,102  |
|                                                                        |                        |  |  |
|         Interest  expense           | (2,676)                |  | (2,610) |
|         Interest income             | 1,447             |  | 9,250  |
|         Other income                | 941               |  | 732  |
|                                                                        |                        |  |  |
|  (Loss) income before  income taxes                               | (19,333)               |  | 15,474  |
|                                                                        |                        |  |  |
| Income tax benefit (expense)  *(Note 6)*                               | 7,554             |  | (1,012) |
| Net (loss) income                                                      |  $                | (11,779) |  |  $ | 14,462  |
|                                                                        |                        |  |  |
| Net (loss) income per  share *(Note 2)*:                               |                        |  |  |
|         Basic                       | $                      | (0.04) |  | $ | 0.07  |
|         Diluted                     | $                      | (0.04) |  | $ | 0.07  |
|                                                                        |                        |  |  |
| Shares used in per  share calculation:                                 |                        |  |  |
|         Basic                       | 262,091           |  | 194,666 |
|         Diluted                     | 262,091           |  | 227,431 |
|                                                                        |                        |  |  |
|                                                                        |                        |  |  |
|                                                                        |                        |  |  |
|                                                                        |                        |  |  |  |  |  |  |  |  |  |  |

See accompanying Notes toCondensed Consolidated Financial Statements.

| 4 |
|---|

----

**RF MICRO DEVICES, INC. AND SUBSIDIARIESCONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS** (In thousands, except per sharedata)(Unaudited)

###  

|                                                                        | **Six Months Ended**   |
|------------------------------------------------------------------------|------------------------|
| ** **                                                             | **September 27, 2008** | ** ** | **September 29, 2007** |
|                                                                        |                        |  |  |
| Revenue                                                                |  $                | 512,161  |  |  $ | 467,444  |
|                                                                        |                        |  |  |
| Operating costs and  expenses:                                         |                        |  |  |
|         Cost of goods  sold         | 363,063           |  | 318,481  |
|         Research and  development   | 96,417            |  | 96,500  |
|         Marketing and  selling      | 35,675            |  | 25,142  |
|         General and  administrative | 28,839            |  | 18,605  |
|         Other operating  expense    | 46,915            |  | 2,369  |
| Total operating costs  and expenses                          | 570,909           |  | 461,097  |
| (Loss) income from  operations                                         | (58,748)               |  | 6,347  |
|                                                                        |                        |  |  |
|         Interest  expense           | (5,264)                |  | (4,986) |
|         Interest income             | 3,386             |  | 17,799  |
|         Other income                | 1,511             |  | 629  |
|                                                                        |                        |  |  |
| (Loss) income before  income taxes                                     | (59,115)               |  | 19,789  |
|                                                                        |                        |  |  |
| Income tax benefit *(Note  6)*                                         | 23,213            |  | 18,275  |
| Net (loss) income                                                      |  $                | (35,902) |  |  $ | 38,064  |
|                                                                        |                        |  |  |
| Net (loss) income per  share *(Note 2)*:                               |                        |  |  |
|         Basic                       | $                      | (0.14) |  | $ | 0.20  |
|         Diluted                     | $                      | (0.14) |  | $ | 0.17  |
|                                                                        |                        |  |  |
| Shares used in per  share calculation:                                 |                        |  |  |
|         Basic                       | 261,675           |  | 194,443 |
|         Diluted                     | 261,675           |  | 227,466 |
|                                                                        |                        |  |  |
|                                                                        |                        |  |  |
|                                                                        |                        |  |  |
|                                                                        |                        |  |  |  |  |  |  |  |  |  |  |

See accompanying Notes toCondensed Consolidated Financial Statements.

** **

** **

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** **

** **

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| 5 |
|---|

----

**RF MICRO DEVICES, INC. AND SUBSIDIARIESCONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS**(In thousands)(Unaudited)

|                                                                                                              | **Six Months Ended**   |
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|------------------------|
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          | **September 27, 2008** | ** ** | **September 29, 2007** |
| **          Cash flows from  operating activities:**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |                        |  |  |
|           Net (loss) income                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 | $                      | (35,902) |  | $ | 38,064  |
|           Adjustments to reconcile  net (loss) income  to net cash                provided by operating activities:                                                                                                                                                                                                                                                                                                                                                                                                                                        |                        |  |  |
|                Depreciation                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        | 43,702            |  | 38,616  |
|                Amortization                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        | 16,221            |  | 1,881  |
|                Investment  (discount) premium amortization, net                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    | (336)                  |  | (4,848) |
|                Excess tax benefit  from exercises of stock options                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 | (275)                  |  | (5,229) |
|                Deferred income  taxes                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              | (15,202)               |  | (23,368) |
|                Foreign currency  adjustments                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       | (2,020)                |  | (1,224) |
|                Acquired in-process  research and development cost                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  | 1,400             |  | - |
|                Asset impairments  (including restructuring impairments)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            | 24,508            |  | - |
|                Loss on investment                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  | -                 |  | 511  |
|                Loss on disposal  of assets, net                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    | 498               |  | 137  |
|                Share-based  compensation expense                                                                                                                                        | 13,081            |  | 9,958  |
|                Changes in  operating assets and liabilities:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |                        |  |  |
|                    Accounts  receivable, net                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   | (5,255)                |  | (1,362) |
|                    Inventories                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      | 24,716            |  | (8,134) |
|                    Prepaid expense  and other current and non-current assets                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        | (20,254)               |  | 1,914  |
|                    Accounts  payable and accrued liabilities                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   | (3,328)                |  | 1,061 |
|                    Income tax payable/recoverable                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              | (4,655)                |  | (6,113) |
|                    Other  liabilities                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               | (178)                  |  | 2,174  |
|           Net cash provided by  operating activities                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        | 36,721            |  | 44,038  |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |                        |  |  |
| **          Investing activities:**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |                        |  |  |
|                    Purchase of  property and equipment                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         | (36,607)               |  | (45,906) |
|                    Proceeds from  sale of property and equipment                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               | 418               |  | 144  |
|                    Final retainer  received from sale of substantially all                      *Bluetooth*® assets                                                                                                                                                                                                                                                                                                                                               | 5,850             |  | - |
|                    Purchase of  Universal Microwave Corporation (UMC), net                      of cash acquired                                                                                                                                                                                                                                                                                                                                                      | (23,493)               |  | - |
|                    Proceeds from  working capital refund from Filtronic PLC                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    | 3,619             |  | - |
|                    Proceeds from  maturities of securities available-for-sale                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  | 100,490           |  | 137,126  |
|                    Purchase of  securities available-for-sale                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  | (48,259)               |  | (414,481) |
|             Net cash provided by (used)  in investing activities                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  | 2,018             |  | (323,117) |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |                        |  |  |
| **          Financing activities:**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |                        |  |  |
|                    Proceeds from  convertible subordinated debt offering, net                       of discount of $8,250 and debt issuance costs of $587                                                                                                                                                                                                                                                                                                        | -                 |  | 366,163  |
|                    Proceeds from bank  loans                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   | -                 |  | 5,954  |
|                    Payment of debt                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             | (2,198)                |  | (2,036) |
|                    Excess tax benefit  from exercises of stock options                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         | 275               |  |        5,229 |
|                    Proceeds from  exercise of stock options, warrants and employee                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |                        |  |  |
|                        stock purchases                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     | 2,719             |  | 3,486  |
|                    Restricted cash                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             | 433               |  | - |
|                    Repayment of capital lease  obligations                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     | (335)                  |  | - |
|           Net cash provided by  financing activities                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        | 894               |  | 378,796  |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |                        |  |  |
|           Net increase in cash and  cash equivalents                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        | 39,633            |  | 99,717  |
|           Effect of exchange rate  changes on cash                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          | (109)                  |  | 441  |
|           Cash and cash equivalents at  the beginning of the period                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         | 129,750           |  | 229,034  |
|           Cash and cash equivalents at  the end of the period                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               | $                      | 169,274  |  | $ | 329,192  |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |                        |  |  |

Seeaccompanying Notes to Condensed Consolidated Financial Statements.

| 6 |
|---|

----

**RF MICRO DEVICES, INC. ANDSUBSIDIARIES*NOTES TO CONDENSEDCONSOLIDATED FINANCIAL STATEMENTS***(Unaudited)

**1.          BASIS OFPRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES**

The accompanying condensedconsolidated financial statements of RF Micro Devices, Inc. and Subsidiaries(together, the Company) have been prepared in conformity with accountingprinciples generally accepted in the United States.  The preparation of thesefinancial statements requires management to make estimates and assumptions,which could differ materially from actual results.  In addition, certaininformation or footnote disclosures normally included in financial statementsprepared in accordance with accounting principles generally accepted in the United States have been condensed, or omitted, pursuant to the rules and regulations of theSecurities and Exchange Commission (SEC).  In the opinion of management, thefinancial statements include all adjustments (which are of a normal andrecurring nature) necessary for the fair presentation of the results of theinterim periods presented.  These condensed consolidated financial statementsshould be read in conjunction with the Company's audited consolidated financialstatements and notes thereto included in the Company's Annual Report on Form10-K for the fiscal year ended March 29, 2008.

The condensed consolidatedfinancial statements include the accounts of the Company and its wholly-ownedsubsidiaries.  All significant intercompany accounts and transactions have beeneliminated in consolidation.  

The Company uses a 52- or53-week fiscal year ending on the Saturday closest to March 31 of each year. The first fiscal quarter of each year ends on the Saturday closest to June 30,the second fiscal quarter of each year ends on the Saturday closest toSeptember 30 and the third fiscal quarter of each year ends on the Saturdayclosest to December 31.

**2.          NET (LOSS) INCOMEPER SHARE**

The following table sets forth areconciliation of the numerators and denominators in the computation of basicand diluted net (loss) income per share (in thousands, except per share data): 

|                                                                                                                                                                                                                                | **Three Months Ended** |            | **Six Months Ended**   |
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|------------------------|------------|------------------------|
|                                                                                                                                                                                                                                | **September 27, 2008** | ** ** | **September 29, 2007** |  | **September 27, 2008** | ** ** | **September 29, 2007** |
| Numerator for basic and  diluted net       (loss) income per share:                                                                                                                                   |                        |            |                        |  |  |  |  |
|    Net (loss) income available  to        common shareholders                                                                                                                     |     $        | (11,779)   |                        |    $ | 14,462  |  |  $ | (35,902) |  | $ | 38,064  |
|    Plus:  Income impact of  assumed        conversions for interest on        1.50% convertible notes                                     | -            |            | 669                    |  | -  |  | 1,338  |
| Net (loss) income plus assumed        conversion of notes - Numerator       for diluted net (loss) income          per share         |  $                | (11,779)   |                        | $ | 15,131  |  |  $ | (35,902) |  | $ | 39,402  |
| Denominator:                                                                                                                                                                                                                   |                        |            |                        |  |  |  |  |
|    Denominator for basic net (loss)         income per share - weighted        average shares                                                  | 262,091           |            | 194,666           |  | 261,675  |  | 194,443  |
|    Effect of dilutive  securities:                                                                                                                                                                                   |                        |            |                        |  |  |  |  |
|       Employee stock options                                                                                                                                                                          | -                 |            | 2,621             |  | -  |  | 2,879  |
|       Assumed conversion         1.50%  convertible notes                                                                                                     | -                 |            | 30,144            |  | -  |  | 30,144  |
| Denominator for diluted net (loss)        income per share - adjusted       weighted average shares          and assumed conversions | 262,091           |            | 227,431           |  | 261,675  |  | 227,466  |
|                                                                                                                                                                                                                                |                        |            |                        |  |  |  |  |
| Basic net (loss) income per  share                                                                                                                                                                                             |  $                | (0.04)     |                        | $ | 0.07  |  |  $ | (0.14) |  | $ | 0.20  |
|                                                                                                                                                                                                                                |                        |            |                        |  |  |  |  |
| Diluted net  (loss) income per  share                                                                                                                                                                                     |  $                | (0.04)     |                        | $ | 0.07  |  |  $ | (0.14) |  | $ | 0.17  |
|                                                                                                                                                                                                                                |                        |            |                        |  |  |  |  |  |  |  |  |  |

In the computation of diluted net loss per sharefor the three and six months ended September 27, 2008, all outstanding stockoptions were excluded because the effect of their inclusion would have beenanti-dilutive.  In the computation of diluted net income per share for thethree and six months ended September 29, 2007, outstanding stock options topurchase 

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**RF MICRO DEVICES, INC. ANDSUBSIDIARIES*NOTES TO CONDENSEDCONSOLIDATED FINANCIAL STATEMENTS (continued)***(Unaudited)

**2.          NET (LOSS)INCOME PER SHARE (continued)**

approximately 5.6 million shareswere excluded because the exercise price of the options was greater than theaverage market price of the underlying common stock and the effect of theirinclusion would have been anti-dilutive.

The computation of diluted netloss per share did not assume the conversion of the Company's 1.50% convertiblesubordinated notes due 2010 for the three and six months ended September 27,2008 because the inclusion would have been anti-dilutive.  The computation ofdiluted net income per share assumed the conversion of the Company's 1.50%convertible subordinated notes due 2010 for both the three and six months endedSeptember 29, 2007.  The 1.50% notes are convertible at a price of $7.63 pershare, and the closing price of the Company's common stock on the assumed date thatit committed to sell the notes was $5.78.

The computation of diluted net (loss) incomeper share does not assume the conversion of the Company's 0.75% or 1.00%convertible subordinated notes due 2012 and 2014, respectively.  Uponconversion of each $1,000 principal amount of the two series of notes, a holderwill receive in lieu of common stock, an amount in cash equal to the lesser of (1)$1,000 or (2) the conversion value.  If the conversion value exceeds $1,000 onthe conversion date, the Company, at its election, will settle the value inexcess of $1,000 in cash or common stock.  In accordance with Emerging IssuesTask Force No. 90-19 (EITF 90- 19), "Convertible Bonds with Issuer Option toSettle for Cash upon Conversion," the Company will use the treasury stockmethod to account for the conversion value in excess of the $1,000 principalamount as the conversion becomes applicable.  Pursuant to the applicableindentures governing the two series of notes, the conversion value generally isdetermined by multiplying (i) the applicable conversion rate, which iscurrently 124.2969, by (ii) the average market price of the Company's commonstock for the ten consecutive trading days preceding the date ofdetermination.  The two series of notes generally would become dilutive toearnings if the average market price of the Company's common stock exceedsapproximately $8.05 per share. 

**3.        INVENTORIES**

Inventories are stated at thelower of cost or market determined using the average cost method.  Thecomponents of inventories are as follows (in thousands):

|                                                                                                                                           | **September  27,  2008** | ** **    | **March 29, 2008** |
|-------------------------------------------------------------------------------------------------------------------------------------------|------------------------------------|---------------|--------------------|
|                 Raw materials                                  |  $                            | 47,042   |                    |  $ | 65,251  |
|                 Work in process                                | 67,795                        |               | 70,167        |
|                 Finished goods                                 | 77,631                        |               | 85,663        |
|                                                                                                                                           | 192,468                       |               | 221,081       |
|                 Inventory reserve                              | (26,974)                           |               | (30,328)           |
|                     Total inventories |  $                            | 165,494  |                    |  $ | 190,753  |

**4.        OTHER COMPREHENSIVE (LOSS) INCOME**

Accumulated other comprehensive (loss) income for theCompany consists of accumulated unrealized (losses) gains on marketablesecurities and foreign currency translation adjustments.  This amount isincluded as a separate component of shareholders' equity.  Comprehensive (loss)income is not materially different than net (loss) income for both the threeand six months ended September 27, 2008 and September 29, 2007.

**5.        DEBT**

In April 2007, the Companyissued $200 million aggregate principal amount of 0.75% ConvertibleSubordinated Notes due 2012 and $175 million aggregate principal amount of1.00% Convertible Subordinated Notes due 2014.  The two series of notes wereissued in a private placement to Merrill Lynch, Pierce, Fenner & SmithIncorporated for resale to qualified institutional buyers.  Interest on bothseries of the notes is payable in cash semiannually in arrears on April 15 andOctober 15 of each year.  The 2012 notes mature on April 15, 2012, and the 2014notes mature on April 15, 2014.  Both series of the 

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**RF MICRO DEVICES, INC. ANDSUBSIDIARIES*NOTES TO CONDENSEDCONSOLIDATED FINANCIAL STATEMENTS (continued)***(Unaudited)

**5.        DEBT (continued)**

notes are subordinatedunsecured obligations of the Company and rank junior in right of payment to allof the Company's existing and future senior debt.  The notes effectively aresubordinated to the indebtedness and other liabilities of the Company'ssubsidiaries.  

The Company's 0.75%convertible subordinated notes had a fair value of $145.9 million and $204.0million as of September 27, 2008 and September 29, 2007, respectively.****The Company's 1.00% convertible subordinatednotes had a fair value of $109.7 million and $172.5 million as of September 27,2008 and September 29, 2007, respectively.** **TheCompany's 1.50% convertible subordinated notes had a fair value of $193.2million and $237.8 million as of September 27, 2008 and September 29, 2007,respectively.

**6.          INCOME TAXES**

*Income Tax Expense*In accordance with APBOpinion No. 28, *"Interim Financial Reporting,"* the Company's provisionfor income taxes for prior interim reporting periods has generally beencalculated by applying an estimate of the annual effective tax rate for the fullfiscal year to "ordinary" income or loss (pre-tax income or loss excludingunusual or infrequently occurring discrete items) for the reporting period. For the reporting periods ended September 27, 2008, in accordance withparagraph 13 of Financial Accounting Standards Board (FASB) interpretation No. 18, *"Accounting for Income Taxes inInterim Periods"* ("FIN 18"), the Company has computed its provision forincome taxes limiting the tax benefit recognized to the amount determined bytreating the Company's year-to-date "ordinary" loss as the anticipated"ordinary" loss for the fiscal year.  The Company has applied this provision asthe year-to-date "ordinary" loss exceeds the anticipated "ordinary" loss forthe fiscal year.

Income taxbenefit for the three months ended September 27, 2008 was $7.6 million, whichis comprised primarily of a tax benefit related to domestic operations and atax expense related to international operations.  Income tax expense for thethree months ended September 29, 2007 was $1.0 million, comprised primarily ofa tax benefit related to a revaluation of certain deferred tax assets due tochanges in tax laws enacted in China and a tax expense related to internationaland domestic operations.  Income tax benefit for the six months ended September27, 2008 was $23.2 million, which is comprised primarily of a tax benefitrelated to domestic operations, a tax expense related to internationaloperations, and a tax benefit related to an increase in state income taxcredits.  Income tax benefit for the six months ended September 29, 2007 was$18.3 million, which is comprised primarily of a tax benefit of $20.7 millionrelated to a reduction in the federal and state deferred tax asset valuationreserve, tax benefit from the revaluation of China related deferred tax assets,tax expense related to an Internal Revenue Service examination, and tax expenserelated to income taxes on international and domestic operations.  ** **

The Company'seffective tax rate for the three month periods ending September 27, 2008 andSeptember 29, 2007 was 39.1% and 6.5%, respectively.  The Company's effectivetax rate for the second quarter of fiscal 2009 differed from the statutory ratedue to state tax credits, tax rate differences in foreign jurisdictions,adjustments to the valuation allowance primarily related to limiting therecognition of the tax benefit for domestic state tax credits generated duringthe fiscal year, and other differences between book and tax treatment ofcertain expenditures.  The Company's effective tax rate for the secondquarter of fiscal 2008 differed from the statutory rate due to federal andstate tax credits generated, tax rate differences in foreign jurisdictions, thedomestic production activity deduction, and other differences between book andtax treatment of certain expenditures.  

The Company's effective taxrate for the six month periods ending September 27, 2008 and September 29, 2007was 39.3% and (92.3%), respectively.  The Company's effective tax rate throughthe second quarter of fiscal 2009 differed from the statutory rate due to thewrite-off of acquired in-process research and development costs in connectionwith the UMC acquisition, state tax credits, tax rate differences in foreignjurisdictions, adjustments to the valuation allowance primarily related to limitingthe recognition of the tax benefit for domestic state tax credits generatedduring the fiscal year, and other differences between book and tax treatment ofcertain expenditures.  The Company's effective tax rate through the secondquarter of fiscal 2008 differed from the statutory rate due to the adjustmentto the valuation allowance related primarily to the partial recognition of theU.S. tax benefits on domestic net operating losses and credits, federal andstate tax credits generated, tax rate differences in foreign jurisdictions, thedomestic production activity deduction, and other differences between book andtax treatment of certain expenditures.  

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**RF MICRO DEVICES, INC. ANDSUBSIDIARIES**

***NOTES TO CONDENSEDCONSOLIDATED FINANCIAL STATEMENTS (continued)***

(Unaudited)

**6.          INCOMETAXES (continued)**

*Deferred Taxes*In accordance with FASB Statement of Financial AccountingStandards (SFAS) No. 109, *"Accounting for Income Taxes"* (SFAS109), a valuation allowance of $37.0 million against deferred tax assets hasbeen established as of the end of the second quarter of fiscal 2009 because itis management's opinion that it is more likely than not that a portion of thedeferred tax assets will not be realized.  The decrease from the $39.1 millionvaluation allowance as of the end of the prior quarter of fiscal year 2009 isprimarily related to changes in the exchange rate applicable to the valuationreserve associated with certain foreign deferred tax assets.

The Company has outstandingnet operating loss carryforwards (NOLs) for domestic federal tax purposes andstate loss carryovers which will begin to expire in 2011 and 2009, respectively,if unused.  Included in these amounts are certain NOLs and other tax attributeassets acquired in conjunction with the Company's acquisitions of Resonext,Silicon Wave, Inc., and Sirenza Microdevices, Inc. (Sirenza).  The utilizationof acquired assets may be subject to certain annual limitations as requiredunder Internal Revenue Code Section 382 and similar state tax provisions.  Inaddition, the Company has U.K. loss carryovers that carryforward indefinitely. The U.K. loss carryovers were acquired in connection with theacquisition of Filtronic Compound Semiconductors Limited (Filtronic) and potentially are subject to limitation under U.K. anti-avoidance provisions if there is a "major change" in the nature or conduct of the Filtronic trade or business within three years of the ownership change.

*Uncertain Tax Positions*FASB interpretation No. 48, *"Accountingfor Uncertainty in Income Taxes - an Interpretation of FASB Statement 109"*("FIN 48") clarifies the accounting for uncertainty in income taxes byprescribing a comprehensive model for recognizing, measuring, presenting anddisclosing uncertain income tax positions taken or expected to be taken by uson our tax returns and was adopted effective April 1, 2007.  The Company'sgross unrecognized tax benefits increased from $20.7 million as of thebeginning of the fiscal year to $22.1 million as of the end of the fiscal quarterended September 27, 2008, with the increase primarily related to tax positionstaken during the current fiscal year.

Fiscal year 2005 andsubsequent tax years remain open for examination by the U.S federal taxingauthorities.  Other material jurisdictions that are subject to examination bytax authorities are North Carolina (fiscal year 2005 through present),California (fiscal year 2004 through present), the United Kingdom (fiscal 2002through present), Germany (calendar year 2004 through present), and China(calendar year 2000 through present).

**7.          GOODWILLAND INTANGIBLE ASSETS**

The change in the carrying amount ofgoodwill for the six months ended September 27, 2008 is as follows (inthousands):

| Balance as of March 29, 2008      |  $ | 701,317 |
|-----------------------------------|---------|---------|
| Adjustments during the  period    | 14,845  |
| Balance as of September 27,  2008 |  $ | 716,162 |

Goodwill increased $12.7million as a result of the acquisition of UMC on April 26, 2008 (see Note 11 tothe Condensed Consolidated Financial Statements).  The remaining increase relatesto the refining of the fair values of the assets acquired and liabilitiesassumed in the Sirenza acquisition. 

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**RF MICRO DEVICES, INC. AND SUBSIDIARIES*NOTES TO CONDENSEDCONSOLIDATED FINANCIAL STATEMENTS (continued)***(Unaudited)**7.          GOODWILL AND INTANGIBLE ASSETS (continued)**

The components ofidentifiable intangible assets are as follows (in thousands):

|                                       | **September 27, 2008** | ** ** | **March 29, 2008** |
|---------------------------------------|------------------------|------------|--------------------|
|                                       | Gross  Carrying        |            | Accumulated        |  | Gross  Carrying |  | Accumulated |
|                                       | Amount                 |            | Amortization       |  | Amount |  | Amortization |
|                                       |                        |            |                    |  |  |  |  |
| Technology licenses                   |  $                | 10,566     |                    |  $ | 7,268 |  |  $ | 10,851 |  |  $ | 7,052  |
| Customer relationships                | 85,190                 |            | 7,714              |  | 83,490 |  | 3,454  |
| Acquired product technology and other | 141,934                |            | 23,844             |  | 134,634 |  | 13,397  |
| Total                                 |  $                | 237,690    |                    |  $ | 38,826 |  |  $ | 228,975 |  |  $ | 23,903  |

Technology licenses decreased$0.3 million in the first quarter of fiscal year 2009 due to the recognition ofan impairment loss related to the strategic restructuring in accordance withSFAS 144, "*Accounting for the Impairment or Disposal of Long-Lived Assets,"*whichwas charged to other operating expense in the first quarter of fiscal 2009 (seeNote 10 to the Condensed Consolidated Financial Statements).  In the firstquarter, customer relationships increased by $1.7 million and acquired producttechnology and other increased by $7.3 million due to the acquisition of UMC(see Note 11 to the Condensed Consolidated Financial Statements).

**8.          NEW ACCOUNTINGPRONOUNCEMENTS NOT YET ADOPTED**

In May 2008, the FASB issued FASB Staff PositionNo. APB 14-1, "Accounting for Convertible Debt Instruments That May BeSettled in Cash upon Conversion (Including Partial Cash Settlement)" ("FSP APB14-1").  FSP APB 14-1 requires the issuer of convertible debt instruments withcash settlement features to separately account for the liability and equitycomponents of the instrument.  The debt will be recognized at the present valueof its cash flows discounted using the issuer's nonconvertible debt borrowingrate.  The equity component will be recognized as the difference between theproceeds from the issuance of the note and the fair value of the liability. FSP APB 14-1 will also require an accretion of the resultant debt discount overthe expected life of the debt.  FSP APB 14-1 requires retrospective applicationto all periods presented, and does not grandfather existing instruments.  FSPAPB 14-1 is effective for the Company on the first day of fiscal 2010.  Theadoption of FSP APB 14-1 will likely increase the Company's non-cash interestexpense for past and future reporting periods in its consolidated financialstatements.  In addition, it will likely reduce the Company's long-term debt andincrease its shareholders' equity for past reporting periods in the Company'sconsolidated financial statements.

In March 2008, the FASBissued SFAS No. 161, "Disclosures about Derivative Instruments andHedging Activities an amendment of FASB Statement 133," which amendsand expands the disclosure requirements of SFAS 133 to require qualitativedisclosure about objectives and strategies for using derivatives, quantitativedisclosures about fair value amounts of and gains and losses on derivativeinstruments, and disclosures about credit risk-related contingent features inderivative agreements.  This statement will be effective for the Companybeginning in the fourth quarter of fiscal 2009.  The adoption of this statementcould change the disclosures related to derivative instruments held by theCompany.

In June 2007, the FASB ratified EITF Issue 07-3, "Accountingfor Nonrefundable Advance Payments for Goods or Services to Be Used in FutureResearch and Development Activities" (EITF 07-3).  EITF 07-3 requiresnon-refundable advance payments for goods and services to be used in futureresearch and development (R&D) activities to be recorded as assets and thepayments to be expensed when the R&D activities are performed.  This issue is effective prospectively for fiscal yearsbeginning after December 15, 2007, or fiscal 2009 for the Company.  As of September27, 2008, this pronouncement was not applicable to the Company.

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**RF MICRO DEVICES, INC. ANDSUBSIDIARIES*NOTES TO CONDENSEDCONSOLIDATED FINANCIAL STATEMENTS (continued)***(Unaudited)

**8.          NEW ACCOUNTINGPRONOUNCEMENTS NOT YET ADOPTED (continued)**

In December 2007, the FASBissued SFAS No. 141(R), "Business Combinations" (SFAS 141(R)).  This statementchanges the way assets and liabilities are recognized in purchase accounting. It also changes the recognition of assets acquired and liabilities assumedarising from contingencies, and requires the capitalization of in-processresearch and development at fair value.  It further requires thatacquisition-related costs be recognized separately from the acquisition andexpensed as incurred; that restructuring costs generally be expensed in periodssubsequent to the acquisition date; and that changes in accounting for deferredtax asset valuation allowances and acquired income tax uncertainties after themeasurement period be recognized as a component of provision for taxes.  Theadoption of SFAS 141(R) will change our accounting treatment for businesscombinations on a prospective basis beginning in the first quarter of fiscal2010.

In February 2007, the FASBissued SFAS No. 159, "The Fair Value Option for Financial Assets and FinancialLiabilities" (SFAS 159).  SFAS 159 permits companies to choose to measurecertain financial instruments and certain other items at fair value.  Thestandard requires that unrealized gains and losses on items for which the fairvalue option has been elected be reported in earnings.  SFAS 159 was effectivefor the Company on the first day of fiscal 2009.  The adoption of SFAS 159 didnot have a material impact on the Company's consolidated financial statements. The Company has currently chosen not to elect the fair value option for anyitems that are not already required to be measured at fair value in accordancewith accounting principles generally accepted in the United States.

In September 2006, the FASBissued****SFAS No. 157,****"Fair Value Measurements" (SFAS 157).  SFAS157 establishes a common definition for fair value to be applied to U.S. GAAPguidance requiring use of fair value, establishes a framework for measuringfair value and expands disclosure about such fair value measurements.  In February 2008, the FASB issued FASB Staff Position(FSP) No. 157-1, "Application of FASB Statement  157 to FASB Statement  13and Other Accounting Pronouncements That Address Fair Value Measurements forPurposes of Lease Classification or Measurement under Statement 13" (FSP 157-1)and FSP 157-2,  "Effective Date of FASBStatement 157" (FSP 157-2).  FSP 157-1 amends SFAS 157 to remove certainleasing transactions from its scope.  FSP 157-2 delays the effective dateof SFAS  157 for all non-financial assets and non-financialliabilities, except for items that are recognized or disclosed at fair value inthe financial statements on a recurring basis (at least annually), until thebeginning of the first quarter of fiscal 2010.  In October 2008, the FASBissued FASB Staff Position (FSP No. 157-3), "Determining the Fair Value of aFinancial Asset When the Market for That Asset Is Not Active."  FSP 157-3clarifies the application of SFAS 157 in a market that is not active andprovides an example to illustrate key considerations.  The adoption of SFAS 157related to financial assets and liabilities did not have a material impact onour consolidated financial statements.  See Note 12 to the CondensedConsolidated Financial Statements for further detailson our fair value measurements.  We are currently evaluating the impact, ifany, that SFAS 157 may have on our future consolidated financial statementsrelated to non-financial assets and liabilities.

**9.          RETIREMENTBENEFIT PLAN**The Company maintains a qualified defined benefit pensionplan for its German subsidiary.  The plan is unfunded with an obligation of approximately$2.9 million at September 27, 2008. 

The service cost and interest cost components of the net periodic benefit costfor the defined benefit pension plan totaled approximately $0.1 million forboth the three months and six months ended September 27, 2008.  **10.         ****STRATEGIC RESTRUCTURING**

Inthe first quarter of fiscal 2009, the Company commenced a strategicrestructuring plan to reduce its investment in wireless systems and consolidatethe Company's production test facilities.  The Company has reduced investmentsin its cellular transceiver business and eliminated its GPS solutions businessin order to focus on core RF component opportunities.  Additionally, the Companyhas consolidated its production test facilities in order to reduce cycle time,better serve its customer base and improve its overall profitability.

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**RF MICRO DEVICES, INC. ANDSUBSIDIARIES*NOTES TO CONDENSEDCONSOLIDATED FINANCIAL STATEMENTS (continued)***(Unaudited)

**10.         ****STRATEGIC RESTRUCTURING(continued)**

Thefollowing table summarizes the restructuring activity during the six monthsended September 27, 2008 (in thousands):

|                                                                              | **One-Time    Employee Termination Benefits** | ** **          | **Asset    Impairments** | ** ** | **Lease and    Other Contract Terminations** | ** ** | **Total**    |
|------------------------------------------------------------------------------|---------------------------------------------------------|---------------------|--------------------------|------------|---------------------------------------------------|------------|--------------|
| Accrued  restructuring balance      as of March 29, 2008      |  $                                                 | -    |                          |  $    | -                                       |            |  $      | -   |  |  $ | -   |
| Costs  incurred and charged to       expense                  | 8,227                                              |                     | 24,581              |            | 10,874                                       |            | 43,682  |
| Cash  payments                                                               | (7,861)                                                 |                     | -              |            | (5,109)                                           |            | (12,970)     |
| Non-cash  settlement                                                         | (96)                                                    |                     | (24,581)                 |            | (1,849)                                           |            | (26,526)     |
| Accrued  restructuring balance       as of September 27, 2008 |  $                                                 | 270            |                          |  $    | -                                       |            |  $      | 3,916  |  |  $ | 4,186  |
|                                                                              |                                                         |                     |                          |            |                                                   |            |              |

Aspart of this restructuring, the Company reduced its global workforce by approximately10 percent.  As of September 27, 2008, the Company has recorded restructuringcharges of approximately $43.7 million related to one-time employee terminationbenefits, impaired assets (including machinery and equipment and leaseholdimprovements), expenditures related to the closure and consolidation offacilities, and contract termination costs.  In the first half of fiscal 2009,the restructuring charges were recorded in "other operating expense."  Inaddition, as a result of this strategic restructuring, the Company has $4.3million of machinery and equipment that is classified as held-for-sale inaccordance with SFAS 144, as of September 27, 2008.  These assets are beingactively marketed and are expected to be sold within one year.

TheCompany has incurred and expects to incur the following restructuring chargesduring the remainder of fiscal 2009 and thereafter (in thousands):

|                                                                   | **Three Months Ended   September 27, 2008** |              | **Six Months Ended   September 27, 2008** | ** ** | **Remainder of Fiscal 2009** | ** ** | **Thereafter** | ** **  | **Total**    |
|-------------------------------------------------------------------|---------------------------------------------|--------------|-------------------------------------------|------------|------------------------------|------------|----------------|-------------|--------------|
| One-time  employee termination benefits                           |  $                                     | 2,194   |                                           |  $    | 8,227                   |            |  $        | -      |              |  $ | -  |  |  $ | 8,227  |
| Asset  impairments                                                | 12,841                                 |              | 24,581                               |            | -                       |            | -         |             | 24,581  |
| Lease  and other contract        terminations | 2,079                                  |              | 10,874                               |            | 2,000                   |            | 2,600     |             | 15,474  |
| Total  restructuring charges                                      |  $                                     | 17,114  |                                           |  $    | 43,682                  |            |  $        | 2,000  |              |  $ | 2,600  |  |  $ | 48,282  |
|                                                                   |                                             |              |                                           |            |                              |            |                |             |              |

During the remainder offiscal 2009, the Company expects to record approximately $2.0 million ofadditional restructuring charges associated with lease and other contractterminations.  The Company expects the restructuring to be substantiallycompleted by the end of the third quarter of fiscal 2009, with additionalon-going expenses for exited leased facilities. 

**11.        BUSINESSACQUISITIONS**

***Universal MicrowaveCorporation***On April 26, 2008, theCompany acquired Universal Microwave Corporation (UMC) for approximately $24.1million in cash including transaction costs of $0.9 million.  UMC designs andmanufactures high performance RF oscillators and synthesizers primarily forpoint-to-point radios, CATV head-end equipment and military communicationsradio markets.  The acquisition of UMC furthers the Company's diversificationstrategy.

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**RF MICRO DEVICES, INC. ANDSUBSIDIARIES*NOTES TO CONDENSEDCONSOLIDATED FINANCIAL STATEMENTS (continued)***(Unaudited)

**11.        BUSINESSACQUISITIONS (continued)**

The total purchase price of $24.1 million was preliminarily allocated to assetsacquired of $16.7 million (including identifiable intangible assets of $10.4million) and liabilities assumed of $5.3 million (based on their fair values asdetermined by the Company as of April 26, 2008), and resulted in goodwill of$12.7 million.

While the Company continuesto obtain information to refine the fair values of the assets acquired andliabilities assumed, the preliminary allocation of the purchase price issubstantially complete.  As the Company completes its tax filings for theperiod reflecting the transactions, additional adjustments may be required tothe deferred tax balances.  This process of finalizing the fair values of assetsand liabilities assumed may result in additional adjustments to the purchaseprice allocation and the amount of goodwill.

UMC's results of operationsare included in the Company's income statement for the period of April 26, 2008through September 27, 2008.  The results of UMC are not significant to theoverall results of the Company. 

The in-process research and development with noalternative future use that we acquired from UMC ($1.4 million) was charged to"other operating expense" at the acquisition date in accordance with SFAS 141, "BusinessCombinations."  

***Filtronic CompoundSemiconductors Limited***During the fourth quarter offiscal 2008, the Company completed its acquisition of Filtronic, a wholly owned subsidiary of FiltronicPLC.  The acquisition price included the purchase of Filtronic's six-inch GaAswafer fabrication facility ("fab") at Newton Aycliffe, United Kingdom, and the purchase of Filtronic's millimeter wave RF semiconductor business.  

The total purchase price of$22.7 million (net of working capital refund of $3.6 million) was preliminarilyallocated to the assets acquired and liabilities assumed based on their fairvalues as determined by the Company as of February 28, 2008.  While the Companycontinues to obtain information to refine the fair values of the assetsacquired and liabilities assumed, the preliminary allocation of the purchaseprice is substantially complete.  As the Company completes its tax filings forthe period reflecting the transactions, additional adjustments may be requiredto the deferred tax balances.  This process of finalizing the fair values ofassets and liabilities assumed may result in additional adjustments to thepurchase price allocation and the amount of goodwill.

Under the terms of theacquisition transaction, Filtronic was required as of February 28, 2008 to havea certain amount of minimum working capital.  Filtronic's working capital fellbelow the required working capital threshold, and as a result, Filtronicrefunded $3.6 million of the original purchase price of $26.3 million (whichincludes transaction costs of $1.4 million) to the Company during the firstquarter of fiscal 2009.

***Sirenza Microdevices,Inc.***During the third quarter offiscal 2008, the Company completed its acquisition of Sirenza Microdevices,Inc.  Sirenza was a publicly held supplier of radio frequency components forthe commercial communications, consumer and aerospace, defense and homelandsecurity equipment markets.  Sirenza's products are designed to optimizethe reception and transmission of voice and data signals in mobile wirelesscommunications networks and in other wireless and wireline applications.  

The total purchase price was approximately $880.7 million and consisted of cashconsideration of $293.2 million, approximately 95.6 million equity securitiesvalued at $577.4 million, which include common stock awards issued asconsideration for replacement of outstanding Sirenza vested stock awards(employee stock options, performance share awards and restricted stock awards)and approximately $10.1 million in transaction costs.  

The total purchase price of$880.7 million was preliminarily allocated to the assets acquired andliabilities assumed based on their fair values as determined by the Company asof November 13, 2007.  While the Company continues to obtain information torefine the fair values of the assets acquired and liabilities assumed, thepreliminary allocation of purchase price is substantially complete.  As theCompany completes its tax filings for the period reflecting the transactions,additional adjustments may be required to the deferred tax balances.  Thisprocess of finalizing the fair values of assets and liabilities assumed mayresult in additional adjustments to the purchase price allocation and theamount of goodwill.

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**RF MICRO DEVICES, INC. AND SUBSIDIARIES*NOTES TO CONDENSEDCONSOLIDATED FINANCIAL STATEMENTS (continued)***(Unaudited)

**12.        FAIR VALUE OFFINANCIAL INSTRUMENTS**

On a quarterly basis, the Company measures the fair value of its marketablesecurities, which are comprised of government-sponsored enterprise securities,corporate debt securities, auction rate securities and commercial paper. Marketable securities are reported in cash and cash equivalents, short-terminvestments and long-term investments on our consolidated balance sheet and arerecorded at fair value with the related unrealized gains and losses included inaccumulated other comprehensive (loss) income, a component of shareholders'equity, net of tax.  SFAS No. 157 specifies a hierarchy of valuation techniquesbased on whether the inputs to those valuation techniques are observable orunobservable.  Observable inputs reflect market data obtained from independentsources, while unobservable inputs reflect the Company's market assumptions.  Thesetwo types of inputs have created the following fair-value hierarchy:         •        Level 1 - Quoted prices foridentical instruments in active markets;         •        Level 2 - Quoted prices forsimilar instruments in active markets, quoted prices for identical or similar                  instruments in markets that are not active, and model-derived valuations inwhich all significant inputs                   and significant value drivers are observable in active markets; and         •        Level 3 - Valuations derived fromvaluation techniques in which one or more significant inputs or                  significantvalue drivers are unobservable.  

** **This hierarchy requires theCompany to minimize the use of unobservable inputs and to use observable marketdata, if available, when determining fair value. The fair value of thesefinancial assets and liabilities was determined using the following levels ofinputs as of September 27, 2008 (in thousands):** **

|                                   | ** **

**Total** | ** **    | **Quoted Prices In Active Markets For Identical Assets  (Level 1)** | ** ** | **Significant Other    Observable Inputs  (Level 2)** | ** ** | **Significant   Unobservable Inputs  (Level 3)** |
|-----------------------------------|-----------------------|---------------|-------------------------------------------------------------------------------|------------|-------------------------------------------------------|------------|-------------------------------------------------------|
|                                   |                       |               |                                                                               |            |                                                       |            |                                                       |
| Government-sponsored  enterprises |  $               | 114,916  |                                                                               |  $    | 114,916                                          |            |  $                                               | -  |  |  $ | -  |
| Corporate debt securities         | 6,283            |               | 6,283                                                                    |            | -                                                |            | -                                                |
| Auction rate securities           | 23,609           |               | -                                                                        |            | 4,850                                            |            | 18,759                                           |
| Commercial paper                  | 21,185           |               | 21,185                                                                   |            | -                                                |            | -                                                |
|                                   |  $               | 165,993  |                                                                               |  $    | 142,384                                          |            |  $                                               | 4,850  |  |  $ | 18,759  |

During the threemonths ended September 27, 2008, the changes in the fair value of the assets measuredon a recurring basis using significant unobservable inputs (Level 3) werecomprised of the following (in thousands):

|                                                                                             |         |              |
|---------------------------------------------------------------------------------------------|---------|--------------|
| Level 3 auction rate  securities balance at June 28, 2008                                   |  $ | 19,736  |
|  Total gains or losses  (realized/unrealized):                                         |         |
|         Included in  earnings (or changes in net assets) | -  |
|         Included in other  comprehensive income          | (977)   |
|    Purchases, sales,  issuances, and****settlements                               | -  |
|    Transfers in and/or out  of Level 3                                            | -  |
| Level 3 auction rate  securities balance at September 27, 2008                              |  $ | 18,759  |
|                                                                                             |         |
|                                                                                             |         |              |  |

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**RF MICRO DEVICES, INC. ANDSUBSIDIARIES*NOTES TO CONDENSEDCONSOLIDATED FINANCIAL STATEMENTS (continued)***(Unaudited)

**12.        FAIR VALUE OFFINANCIAL INSTRUMENTS (continued)**

During the sixmonths ended September 27, 2008, the changes in the fair value of the assets measuredon a recurring basis using significant unobservable inputs (Level 3) werecomprised of the following (in thousands):

|                                                                                             |         |              |
|---------------------------------------------------------------------------------------------|---------|--------------|
| Level 3 auction rate  securities balance at March  29, 2008                            |  $ | 19,536  |
|  Total gains or losses  (realized/unrealized):                                         |         |
|         Included in  earnings (or changes in net assets) | -  |
|         Included in other  comprehensive income          | (777)   |
|    Purchases, sales,  issuances, and****settlements                               | -  |
|    Transfers in and/or out  of Level 3                                            | -  |
| Level 3 auction rate  securities balance at September 27, 2008                              |  $ | 18,759  |
|                                                                                             |         |
|                                                                                             |         |              |  |

Auction rate securities (ARS)are debt instruments with interest rates that reset through periodic short-termauctions.  The Company's Level 3 ARS, which totaled $18.8 million at September27, 2008, consisted of AAA rated securities issued primarily by student loancorporations which are municipalities of various U.S. state governments.  The studentloans backing these securities fall under the Federal Family Education Loan Program(FFELP) which is supported and guaranteed by the United States Department ofEducation.  The Company's auction rate securities have contractual maturitiesof 20 to 37 years.

The recent conditions in theglobal credit markets have prevented some investors from liquidating theirholdings of ARS because the amount of securities submitted for sale hasexceeded the amount of purchase orders for such securities.  If there isinsufficient demand for the securities at the time of an auction, the auctionmay not be completed and the interest rates may be reset to predeterminedhigher rates.  When auctions for these securities fail, the investments may notbe readily convertible to cash until a future auction of these investments issuccessful or they are redeemed or mature.  Given the liquidity issues, fairvalue could not be estimated based on observable market prices and as such, theCompany estimated the fair values of its student loan ARS with the assistanceof a third party investment advisor using a discounted cash flow model as of September27, 2008.  The assumptions used in preparing the discounted cash flow modelincluded the expected timing of successful auctions or refinancings in thefuture, the composition and quality of the underlying collateral and thecreditworthiness of the issuer, and the probability of full repaymentconsidering the guarantees by FFELP of the underlying student loans. 

Based on the uncertainty ofthe short-term liquidity of the student loan ARS as of September 27, 2008,the Company did not classify its investments in student loan ARS at that dateas short-term investments.  Although our ability to access these funds in thenear term has been affected, based on information currently available, we havethe ability and intend to hold these investments and do not believe that any ofthese securities are other than temporarily impaired.  If the credit ratings ofthe security issuers deteriorate and any decline in market value is determinedto be other-than-temporary, we would be required to adjust the carrying valueof the investment through an impairment charge. To date, we have notexperienced any realized gains or losses on our auction ratesecurities. 

In August 2008, the securities firm from which the Companypurchased all of its level 3 ARS announced a settlement with the SEC andvarious state regulatory agencies under which the securities firm agreed torestore liquidity to certain of its clients holding ARS.  In accordance withthis settlement, the securities firm has agreed to offer the Company the rightto sell its outstanding level 3 ARS to the securities firm at par value (i.e.,the face amount), plus accrued but unpaid dividends or interest, at any timeduring the period of June 30, 2010 through July 2, 2012.  In addition, thesecurities firm has agreed to lend the Company up to 75% of the market value ofits outstanding level 3 ARS at no interest charge pending the securities firm'spurchase of the Company's ARS.  In November 2008, the Company accepted theoffer and entered into a settlement agreement on the terms set forth above withthe securities firm that holds all of its level 3 ARS.

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**ITEM 2. MANAGEMENT'SDISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS**

### SAFE HARBOR FOR FORWARD-LOOKINGSTATEMENTS

This Quarterly Report onForm 10-Q contains forward-looking statements within the meaning of Section 27Aof the Securities Act of 1933, as amended, and Section 21E of the SecuritiesExchange Act of 1934, as amended, that relate to our plans, objectives,estimates and goals.  Statements expressing expectations regarding our futureand projections relating to products, sales, revenues and earnings are typicalof such statements and are made under the Private Securities Litigation ReformAct of 1995.  Words such as "expect," "anticipate," "intend," "plan,""believe," and "estimate," and variations of such words and similarexpressions, identify such forward-looking statements.  Our business is subjectto numerous risks and uncertainties, including the following:

•        The rate of growth and developmentof wireless markets;

•        Our ability to integrate acquiredcompanies, including the risk that we may not realize expected synergies     fromour business combinations;

•        The risks associated with theoperation of our molecular beam epitaxy (MBE) facility, our wafer fabrication    facilities, our assembly facility and our test and tape and reel facilities;

•        Our ability to attract and retainskilled personnel and develop leaders for key business units and functions;

•        Dependence on third parties,including wafer foundries, passive component manufacturers, assembly and    packaging suppliers and test and tape and reel suppliers;

•        Our reliance on inclusion in thirdparty reference designs for a portion of our revenue;

•        Variability in operating results;

•        Variability in production yields,raw material costs and availability;

•        Dependence on a limited number ofcustomers for a substantial portion of our revenues;

•        Dependence on gallium arsenide(GaAs) heterojunction bipolar transistor (HBT) for the majority of our    products;

•        Our ability to reduce costs andimprove margins by implementing innovative technologies in response to    declining average selling prices;

•        Our ability to adjust productioncapacity in a timely fashion in response to changes in demand for our     products;

•        Our ability to bring new productsto market in response to market shifts and to use technological innovation     toshorten time-to-market for our products; 

•        Currency fluctuations, tariffs,trade barriers, taxes and export license requirements and health and security    issues associated with our foreign operations; 

•        Our ability to maintain ourexisting material goodwill and long-lived assets, including finite-livedacquired     intangible assets; 

•        Our ability to obtain patents,trademarks and copyrights, maintain trade secret protection and operate     ourbusiness without infringing on the proprietary rights of other parties;

•        Our ability to comply with changesin environmental laws;

•        The methods, estimates andjudgments that we use in applying our critical accounting policies andestimates;

•        Negative conditions in the globalcredit markets, which could impair the liquidity of a portion of our     investmentportfolio; 

•        Uncertainties related to theeffectiveness of our internal control over financial reporting;

•        Our exposure to the macroeconomicenvironment and the risk that variability in consumer, enterprise,    infrastructure and government spending could materially impact the demand forour products; and

•        The inability of certain of ourcustomers to access their traditional sources of credit to finance the purchase    of products from us, which could lead them to reduce their level of purchasesor seek credit or other     accommodations from us.

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These and other risks anduncertainties, which are described in more detail in our most recent AnnualReport on Form 10‐K and in other reports and statements that we file withthe Securities and Exchange Commission, could cause the actual results anddevelopments to be materially different from those expressed or implied by any ofthese forward-looking statements.  Forward-looking statements speak only as ofthe date they were made and we undertake no obligation to update or revise suchstatements, except as required by the federal securities laws.

**OVERVIEW**

The following Management's Discussion and Analysis (MD&A) is intended tohelp the reader understand the results of operations and financial condition ofRF Micro Devices, Inc.  MD&A is provided as a supplement to, and should beread in conjunction with, our financial statements and accompanying notes.

We are a global leader in thedesign and manufacture of high-performance semiconductor components.  Our productsenable worldwide mobility, provide enhanced connectivity and support advancedfunctionality in the cellular handset, wireless infrastructure, wireless localarea network (WLAN), CATV/broadband and aerospace and defense markets.  We are recognizedfor our diverse portfolio of semiconductor technologies and RF systemsexpertise and we are a preferred supplier to the world's leading mobile device,customer premises and communications equipment providers.  We believe ourcompany is the world's largest manufacturer of compound semiconductors.

**CriticalAccounting Policies and Estimates**

Therehave been no material changes to our critical accounting policies and estimatesfrom the information provided in Item 7, "Management's Discussion andAnalysis of Financial Condition and Results of Operations," included inour Annual Report on Form 10-K for the fiscal year ended March 29, 2008.

**SECONDQUARTER FISCAL 2009 FINANCIAL HIGHLIGHTS:**

• Quarterly revenue increased by 6.2% ascompared to the corresponding quarter of fiscal 2008, primarily due to our recentacquisitions as a result of our diversification strategy.

• Operating loss was $19.0 million for thesecond quarter of fiscal 2009 as compared to operating income of $8.1 millionfor the corresponding quarter of fiscal 2008.  Restructuring andacquisition-related charges represented approximately $27.0 million ofoperating expenses for the second quarter of fiscal 2009.  As of September 27,2008, we have substantially completed our strategic restructuring and theintegration of our most recent acquisitions.

• Gross margin for the quarter was 28.3% as comparedto 32.2% in the corresponding quarter of fiscal 2008.  This decrease wasprimarily due to the amortization of acquisition related inventory step-up,amortization of acquired intangibles, and average selling price ("ASP")erosion.

• Cash flow from operations was $39.6 millionfor the quarter as compared to $39.4 million in the corresponding quarter offiscal 2008.  Cash payments related to our strategic restructuring totaledapproximately $8.2 million for the second quarter of fiscal 2009.

• Inventory totaled $165.5 million atSeptember 27, 2008, reflecting 4.7 turns as compared to $121.5 million and 5.7turns at September 29, 2007.

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The following table presentsa summary of our results of operations for the three and six months endedSeptember 27, 2008 and September 29, 2007:

|                                     |                         |               |              |       |                     |         |              |  |       |                      |  |                    |              |
|------------------------------------------|-------------------------|---------------|--------------|-------|---------------------|---------|--------------|--|-------|----------------------|--|--------------------|--------------|
|                                     | Three Months Ended      |               |              |       |                     |         |              |
| (In thousands, except percentages)       | September 27, 2008 |               | % of Revenue |       | September 29,  2007 |         | % of Revenue |  |       | Increase  (Decrease) |  | Percentage  Change |              |
|                                          |                         |               |              |       |                     |         |              |  |       |                      |  |                    |              |
| Revenue                                  |  $                 | 271,669  |              | 100.0 | %                   |  $ | 255,845      |  | 100.0 | %                    |  |  $            | 15,824  |  | 6.2  | % |
|    Cost of goods sold          | 194,901            |               | 71.7         |       | 173,580             |         | 67.8         |  |       | 21,321          |  | 12.3          |              |
|    Research and development    | 45,063             |               | 16.6         |       | 48,812              |         | 19.1         |  |       | (3,749)              |  | (7.7)              |              |
|    Marketing and selling       | 17,153             |               | 6.3          |       | 12,912              |         | 5.1          |  |       | 4,241           |  | 32.8          |              |
|    General and  administrative | 15,781             |               | 5.8          |       | 10,829              |         | 4.2     |  |       | 4,952           |  | 45.7          |              |
|    Other operating expense     | 17,816             |               | 6.6          |       | 1,610               |         | 0.6     |  |       | 16,206          |  | 1006.6        |              |
| Operating (loss) income                  |  $                 | (19,045)      |              | (7.0) | %                   |  $ | 8,102        |  | 3.2   | %                    |  |  $            | (27,147)     |  | (335.1) | % |
|                                          |                         |               |              |       |                     |         |              |  |       |                      |  |                    |              |
|                                          |                         |               |              |       |                     |         |              |  |       |                      |  |                    |              |

|                                     |                       |               |               |             |                     |         |               |  |       |                      |  |                    |              |
|------------------------------------------|-----------------------|---------------|---------------|-------------|---------------------|---------|---------------|--|-------|----------------------|--|--------------------|--------------|
|                                     | Six Months Ended      |               |               |             |                     |         |               |
| (In thousands, except percentages)       | September 27,    2008 |               | % of  Revenue |             | September 29,  2007 |         | % of  Revenue |  |       | Increase  (Decrease) |  | Percentage  Change |              |
|                                          |                       |               |               |             |                     |         |               |  |       |                      |  |                    |              |
| Revenue                                  |  $               | 512,161  |               | 100.0  | %                   |  $ | 467,444       |  | 100.0 | %                    |  |  $            | 44,717  |  | 9.6  | % |
|    Cost of goods sold          | 363,063          |               | 70.9     |             | 318,481             |         | 68.1          |  |       | 44,582          |  | 14.0          |              |
|    Research and development    | 96,417           |               | 18.8     |             | 96,500              |         | 20.6          |  |       | (83)                 |  | (0.1)              |              |
|    Marketing and selling       | 35,675           |               | 7.0      |             | 25,142              |         | 5.4           |  |       | 10,533          |  | 41.9          |              |
|    General and  administrative | 28,839           |               | 5.6      |             | 18,605              |         | 4.0           |  |       | 10,234          |  | 55.0          |              |
|    Other operating expense     | 46,915           |               | 9.2      |             | 2,369               |         | 0.5           |  |       | 44,546          |  | 1880.4        |              |
| Operating (loss) income                  |  $               | (58,748)      |               | (11.5)      | %                   |  $ | 6,347         |  | 1.4   | %                    |  |  $            | (65,095)     |  | (1025.6) | % |
|                                          |                       |               |               |             |                     |         |               |  |       |                      |  |                    |              |

**REVENUE**Our revenue increased during the three andsix months ended September 27, 2008, as compared to the corresponding periodsof fiscal 2008, primarily due to our recent acquisitions as a result ofour diversification strategy.

International shipments(based on the "bill to" address of the customer) were $220.0 millionand accounted for 81.0% of revenue for the three months ended September 27, 2008,compared to $232.1 million and 90.7% of revenue for the three months ended September29, 2007.  For the six months ended September 27, 2008, international shipmentswere $409.8 million, or 80.0% of revenue, compared to $421.2 million, or 90.1%of revenue, for the six months ended September 29, 2007.

**OPERATING (LOSS) INCOME**Weexperienced operating losses of approximately $19.0 million and $58.7 million forthe three and six months ended September 27, 2008, respectively, primarily as aresult of charges associated with our strategic restructuring and recentacquisitions.  

***Cost of Goods Sold***Ourcost of goods sold for the three and six months ended September 27, 2008increased faster than sales primarily due to the amortization of acquisitionrelated inventory step-up, amortization of acquired intangibles, andunderutilization of our wafer fabrication capacity.  The increase inamortization expense for inventory step-up and acquired intangibles was drivenfrom our recent acquisitions of Sirenza in the third quarter of fiscal 2008,Filtronic in the fourth quarter of fiscal 2008, and UMC in the first quarter offiscal 2009.  

Theseincreases were partially offset by cost efficiencies associated with theincreased use of our internal assembly operations in our Beijing facility aswell as improved pricing on externally sourced materials.  

***Research and Development***The decrease in research and development expenses forthe three and six months ended September 27, 2008 was primarily a result of ourrecent strategic restructuring and was partially offset by an increase inheadcount and related personnel expenses attributable in part to our recentacquisitions.

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***Marketing and Selling***The increase in marketing and selling expenses for thethree and six months ended September 27, 2008 was primarily due to an increasein intangible amortization related to customers that we acquired from Sirenzaas well as an increase in headcount and related personnel expenses, which was attributablein part to our recent acquisitions.

***General and Administrative***The increase in general and administrative expensesfor the three and six months ended September 27, 2008 was due to an increase inheadcount and related personnel expenses attributable in part to both ourrecent acquisitions and an increase in share-based compensation expense. 

***Other Operating Expense***Inthe first quarter of fiscal 2009, we began execution of a strategicrestructuring to reduce investments in wireless systems, including cellulartransceivers and GPS solutions, in order to focus on our core RF componentopportunities.  Additionally, we have consolidated our production testfacilities in order to reduce cycle time, better serve our customer base andimprove our overall profitability.  As a result of these restructuringactivities, we recorded $17.1 million and $43.7 million of expenses for thethree and six months ended September 27, 2008 (see Note 10 to the CondensedConsolidated Financial Statements).  

Inaddition, in the first quarter of fiscal 2009 we recorded $1.4 million inexpenses related to the in-process research and development with no alternativefuture use that we acquired from UMC to "other operating expense" at theacquisition date in accordance with SFAS 141, "Business Combinations" (see Note11 to the Condensed Consolidated Financial Statements).

**OTHER (EXPENSE) INCOME AND INCOME TAXES**

|                              | Three Months Ended |             | Six Months Ended   |
|------------------------------|--------------------|-------------|--------------------|
|                              | September 27, 2008 |             | September 29, 2007 |  | September 27, 2008 |  | September 29, 2007 |
|                              |                    |             |                    |  |  |  |  |
| Interest expense             |  $            | (2,676)     |                    |  $ | (2,610) |  |  $ | (5,264) |  |  $ | (4,986) |
| Interest income              |                    | 1,447  |                    |  | 9,250  |  |  | 3,386  |  |  | 17,799  |
| Other income                 |                    | 941    |                    |  | 732  |  |  | 1,511  |  |  | 629  |
| Income tax benefit (expense) |                    | 7,554  |                    |  | (1,012) |  |  | 23,213  |  |  | 18,275  |

***Interest Expense***Interest expense remainedrelatively consistent for the three and six months ended September 27, 2008 ascompared to the three and six months ended September 29, 2007.  

***Interest Income***Interest income has decreasedprimarily because of the decrease in cash, cash equivalents and investmentbalances.  During the first six months of fiscal 2008, interest income washigher due to the increase in cash, cash equivalents and investment balancesthat resulted from the issuance of the two series of convertible subordinatednotes for which we received proceeds totaling $366.2 million.  A portion ofthese proceeds were subsequently used during the third quarter of fiscal 2008for the purchase of Sirenza. In addition, interest income decreased due to ourmore conservative investment strategy coupled with lower prevailing interestrates. 

***Income Taxes***In accordance with APBOpinion No. 28, *"Interim Financial Reporting,"* our provision for incometaxes for prior interim reporting periods has generally been calculated byapplying an estimate of the annual effective tax rate for the full fiscal yearto "ordinary" income or loss (pre-tax income or loss excluding unusual orinfrequently occurring discrete items) for the reporting period.  For the threemonths ended September 27, 2008, in accordance with paragraph 13 of FASBinterpretation No. 18, *"Accounting for Income Taxes in Interim Periods"*("FIN 18"), we have computed our provision for income taxes limiting the taxbenefit recognized to the amount determined by treating our year-to-date"ordinary" loss as the anticipated "ordinary" loss for the fiscal year.  Wehave applied this provision as the year-to-date "ordinary" loss exceeds theanticipated "ordinary" loss for the fiscal year.

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Income taxbenefit for the three months ended September 27, 2008 was $7.6 million, whichis comprised primarily of a tax benefit related to domestic operations, a taxexpense related to international operations, and a tax benefit related to anincrease in state income tax credits.  Income tax benefit for the six monthsended September 27, 2008 was $23.2 million, which is comprised primarily of atax benefit related to domestic operations, a tax expense related tointernational operations, and a tax benefit related to an increase in stateincome tax credits.  Income tax expense for the three months ended September29, 2007 was $1.0 million, comprised primarily of a tax benefit related to arevaluation of certain deferred tax assets due to changes in tax laws enactedin China and a tax expense related to international and domestic operations. Income tax benefit for the six months ended September 29, 2007 was $18.3million, which is comprised primarily of a tax benefit of $20.7 million relatedto a reduction in the federal and state deferred tax asset valuation reserve,tax benefit from the revaluation of China related deferred tax assets, taxexpense related to an Internal Revenue Service examination, and tax expenserelated to income taxes on international and domestic operations.

### LIQUIDITY AND CAPITAL RESOURCES  

We have funded our operationsto date through sales of equity and debt securities, bank borrowings, capitalequipment leases and revenue from product sales.  Through public and Rule 144Asecurities offerings, we have raised approximately $1,053.3 million, net ofoffering expenses.  As of September 27, 2008, we had working capital ofapproximately $472.4 million, including $169.3 million in cash and cashequivalents, compared to working capital at September 29, 2007 of $871.9 million,including $329.2 million in cash and cash equivalents.  The decrease in workingcapital of $399.5 million as of September 27, 2008, ascompared to September 29, 2007, was primarily due to thetotal cash paid of approximately $350.1 million for the acquisitions of Sirenza, Filtronic and UMC.

The recent and unprecedenteddisruption in the credit markets has had a significant adverse impact on anumber of financial institutions that provide capital, as well as on ourcustomers and suppliers that depend on borrowing such capital to fund theirliquidity requirements.  Because we rely primarily on cash on hand and cashgenerated from operations to fund our business (as opposed to revolving creditor similar borrowing facilities), our liquidity has not been materiallyimpacted by the current credit environment and management does not expect thatit will be materially impacted in the near-future.  Our management plans to continueto closely monitor our liquidity and developments in the credit markets.  

***Cash Flows from Operating Activities***Operating activities for the sixmonths ended September 27, 2008 generated cash of $36.7 million, compared to $44.0million for the six months ended September 29, 2007.  This year-over-yeardecrease was primarily attributable to an increase in our other receivablesbalance due to pending receipt of value added tax (VAT) refunds.  This increasewas partially offset by a decrease in inventory.  Our total inventory balancedecreased for the six months ended September 27, 2008, by approximately $25.0million.  This decrease was primarily the result of lower raw material costsand the cost efficiencies associated with the increased use of  our internalassembly operations in our Beijing facility.  In addition, we are currentlyfocused on reducing inventory on hand.  We believe that by increasing ourinternal assembly capacity, we will strengthen our supply chain and reducemanufacturing costs, thereby contributing to our ongoing initiatives to improveprofitability.  

***Cash Flows fromInvesting Activities***Net cash provided by investing activities for the sixmonths ended September 27, 2008 was $2.0 million compared to net cash used ininvesting activities of $323.1 million for the six months ended September 29,2007, due primarily to higher investing activities in the first quarter offiscal 2008 related to the proceeds received from our convertible debt offeringin April 2007.

During the first quarter offiscal 2009, we completed the acquisition of UMC for $23.5 million, net of cashacquired.

In addition, during the first quarter of fiscal 2009, we received a final cashpayment of approximately $5.9 million from QUALCOMM Incorporated (QUALCOMM)resulting from the sale of the majority of the assets associated with our *Bluetooth®*business during the third quarter of fiscal 2007.  This cash had been retainedby QUALCOMM for a period of 18 months as security for the indemnificationobligations of the Company associated with this transaction.  The $5.9 millionreceivable was included in current assets in our consolidated financialstatements at March 29, 2008. 

Our capital expenditurestotaled approximately $122.7 million during fiscal 2008.****During the firstsix months of fiscal 2009, capital expenditures totaled approximately $36.6million.  The actual amount of capital expenditures for fiscal 2009 will bedependent on our sourcing strategy and the rate and pace of new technologydevelopment.   We currently expect to fund our remaining fiscal 2009 capitalexpenditures primarily with cash flow from operations.

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In September 2006, the FASBissued****SFAS No. 157,****"Fair Value Measurements" (SFAS 157).  SFAS157 establishes a common definition for fair value to be applied to U.S. GAAPguidance requiring use of fair value and establishes a framework for measuringfair value.  SFAS No. 157 specifies ahierarchy of valuation techniques used to measure fair market value based onwhether the inputs to those valuation techniques are observable orunobservable.  This hierarchy requires the company to minimize the use ofunobservable inputs and to use observable market data, if available, whendetermining fair value.  Level 1 valuations are comprised of quoted prices foridentical instruments in active markets.  Level 2 valuations are comprised ofquoted prices for similar instruments in active markets, quoted prices foridentical or similar instruments in markets that are not active, andmodel-derived valuations in which all significant inputs and significant valuedrivers are observable in active markets.  Level 3 valuations are derived fromvaluation techniques in which one or more significant inputs or significantvalue drivers are unobservable.  

We have level 3 auction ratesecurities (ARS), which are debt instruments with interest rates that resetthrough periodic short-term auctions.  Our level 3 ARS totaled $18.8 millionmeasured at fair value at September 27, 2008.  Our ARS consisted of AAA ratedsecurities issued primarily by student loan corporations which are agencies ofvarious U.S. state governments.  The student loans backing these securitiesfall under the Federal Family Education Loan Program (FFELP) which is supportedand guaranteed by the United States Department of Education.  Our ARS havecontractual maturities of 20 to 37 years.

In August 2008, the securities firm from whichwe purchased all of our level 3 ARS announced a settlement with the SEC andvarious state regulatory agencies under which it agreed to restore liquidity tocertain of its clients holding ARS.  In accordance with this settlement, thesecurities firm has agreed to offer us the right to sell our outstanding level 3ARS to the securities firm at par value (i.e., the face amount), plus accruedbut unpaid dividends or interest, at any time during the period of June 30, 2010through July 2, 2012.  In addition, the securities firm has agreed to lend us upto 75% of the market value of our outstanding level 3 ARS at no interest chargepending its purchase of our ARS.  In November 2008, we accepted the offer andentered into a settlement agreement on the terms set forth above with thesecurities firm that holds all of our level 3 ARS.

***Cash Flows fromFinancing Activities***Net cash provided byfinancing activities was $0.9 million for the six months ended September 27,2008, compared to $378.8 million for the six months ended September 29, 2007,primarily due to higher financing activities in the first quarter of fiscal2008 related to the private placement of convertible subordinated notes inApril 2007.  We issued $200 million aggregate principal amount of 0.75%Convertible Subordinated Notes due 2012 and $175 million aggregate principalamount of 1.00% Convertible Subordinated Notes due 2014.  The two series of noteswere issued in a private placement to Merrill Lynch, Pierce, Fenner & SmithIncorporated for resale to qualified institutional buyers.  The net proceeds ofthe offering were approximately $366.2 million after payment of theunderwriting discount and expenses of the offering totaling approximately $8.8million.  

**COMMITMENTS AND CONTINGENCIES**

*Equipment Term Loan*  During the first quarter of fiscal 2007, we enteredinto a $25.0 million equipment term loan at an interest rate of 7.87%.  We usedthe proceeds primarily for wafer fabrication and assembly expansions.  As of September27, 2008, the outstanding balance of this loan totaled approximately $16.0 million.

In connection with ourequipment term loan, we must maintain, on a quarterly basis, a ratio of seniorfunded debt to EBITDA of not greater than 3.5 to 1.0, and unencumbered cash orcash-equivalent holdings of not less than $50.0 million.  Senior funded debt isdefined as current- and long-term debt plus capital leases, and EBITDA isdefined as (i) operating income under GAAP, plus (ii) depreciation andamortization expense, plus (iii) all non-cash expenses and losses, minus allnon-cash income and gains.  

*Convertible Debt*  In April 2007, we completed the private placement of $200 millionaggregate principal amount of 0.75% Convertible Subordinated Notes due 2012 and$175 million aggregate principal amount of 1.00% Convertible Subordinated Notesdue 2014.  The net proceeds of the offering were approximately $366.2 millionafter payment of the underwriting discount and expenses of the offeringtotaling approximately $8.8 million.  As of September 27, 2008 and September 29,2007, the 0.75% convertible notes had a fair value of $145.9 million and $204.0,respectively. The 1.00% convertible notes had a fair value of $109.7 millionand $172.5 million at September 27, 2008 and September 29, 2007, respectively.

During fiscal 2004, we completed the private placementof $230.0 million aggregate principal amount of 1.50% convertible subordinatednotes due 2010.  The net proceeds of the offering were approximately $224.7million after payment of the underwriting discount and expenses of the offeringtotaling $5.3 million.  The net proceeds from the 1.50% offering were offset bythe repurchase of $200.0 million of the $300.0 million aggregate principalamount of our 3.75% convertible subordinated notes due 2005.  On August 15,2004, we redeemed the remainder of the outstanding principal amount of the3.75% convertible subordinated notes for $100.0 million plus accrued interest withcash flow from operations and cash on hand.  As of September 27, 2008 andSeptember 29, 2007, the 1.50% convertible subordinated notes had a fair valueof $193.2 million and $237.8 million, respectively.

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We may from time to time seek to retire or purchaseour outstanding debt through cash purchases or exchanges for equity securities,in open market purchases, privately negotiated transactions or otherwise.  Suchrepurchases or exchanges, if any, will depend on prevailing market conditions,our liquidity requirements, contractual restrictions and other factors and theamounts involved may be material.

*Capital Commitments* At September 27, 2008, we had short-term capitalcommitments of approximately $5.1 million, consisting of approximately $4.3million for the expansion of our manufacturing capacity and the remainder forgeneral corporate requirements.  

*Future Sources of Funding** *Our futurecapital requirements may differ materially from those currently anticipated andwill depend on many factors, including, but not limited to, volume pricingconcessions, capital improvements, demand for our products, technologicaladvances and our relationships with suppliers and customers.  Based on currentand projected levels of cash flow from operations, coupled with our April 2007convertible note offering, our fiscal 2004 note offering and our $25.0 millionequipment term loan, we believe that we have sufficient liquidity to meet bothour short-term and long-term cash requirements.  However, if current economicconditions or other factors contribute to a significant decrease in demand forour products, or in the event that growth is faster than we had anticipated,operating cash flows may be insufficient to meet our needs.  If existingresources and cash from operations are not sufficient to meet our futurerequirements or if we perceive conditions to be favorable, we may seekadditional debt or equity financing, additional credit facilities, enter intosale-leaseback transactions or obtain asset-based financing.  We maintain a$500.0 million shelf registration statement providing for the offering fromtime to time of debt securities, common stock, preferred stock, depositaryshares, warrants and subscription rights.  We do not, however, currently haveany plans to issue any securities under this registration statement.  We cannotbe sure that any additional equity or debt financing will not be dilutive toholders of our common stock.  Further, we cannot be sure that additional equityor debt financing, if required, will be available on favorable terms, if at all,particularly given the current macroeconomic conditions.

*Legal** *We areinvolved in various legal proceedings and claims that have arisen in theordinary course of our business that have not been fully adjudicated.  Theseactions, when finally concluded and determined, will not, in the opinion ofmanagement, have a material adverse effect upon our consolidated financialposition or results of operations.

*Taxes******* **We are subject to income and other taxes in the United States and in numerous foreign jurisdictions.  Our domestic and foreign taxliabilities are subject to the allocation of revenues and expenses in differentjurisdictions.  Additionally, the amount of taxes paid is subject to ourinterpretation of applicable tax laws in the jurisdictions in which we operate. We are subject to audits by tax authorities.  While we endeavor to comply withall applicable tax laws, there can be no assurance that a governing taxauthority will not have a different interpretation of the law than we do orthat we will comply in all respects with applicable tax laws, which couldresult in additional taxes.  There can be no assurance that the outcomes fromthese audits will not have an adverse effect on our results of operations inthe period during which the review is conducted. 

**RESTRUCTURING**

Inthe first quarter of fiscal 2009, we commenced a strategic restructuring plan andwe have reduced our investments in wireless systems and also consolidated ourproduction test facilities.  We have reduced investments in our cellulartransceiver business and eliminated our GPS solutions business in order tofocus on core RF component opportunities. We have consolidated our productiontest facilities in order to reduce cycle time, better serve our customer baseand improve our overall profitability.

As part of our restructuring,we reduced our global workforce by approximately 10 percent.  As of September 27,2008, we have recorded restructuring charges of approximately $43.7 millionrelated to one-time employee termination benefits and impaired assets(including machinery and equipment and leasehold improvements), expendituresrelated to the closure and consolidation of facilities, and contracttermination costs.  In the first half of fiscal 2009, the restructuring chargeswere recorded in "other operating expense."  During the remainder of fiscal2009, we expect to record approximately $2.0 million of additionalrestructuring charges associated with lease and other contract terminations. We expect the previously announced restructuring to be substantially completedby the third quarter of fiscal 2009, with additional minimal ongoing expenseseach quarter for exited leased facilities. As a result of our strategic restructuring, we have reduced annualized productdevelopment expense related to our wireless systems business by approximately$75.0 million.

** BUSINESSACQUISTION**

On April 26, 2008, wecompleted the acquisition of UMC for approximately $24.1 million in cash,including transaction costs of $0.9 million.  UMC designs and manufactures highperformance RF oscillators and synthesizers primarily for point-to-point radio,CATV head-end equipment and military communications radio markets.  Theacquisition of UMC furthers our diversification strategy.

 

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**ITEM 3. QUANTITATIVE ANDQUALITATIVE DISCLOSURES ABOUT MARKET RISK**

We are exposed to interestrate risk related to our investment portfolio.  Due to the recent volatility ofthe financial markets, we have adopted a more conservative investment strategy,and are investing in lower risk and consequently lower interest bearinginvestments.  

**ITEM 4. CONTROLS ANDPROCEDURES**

As of the end of the period covered by this report,the Company's management, with the participation of the Company's ChiefExecutive Officer and the Chief Financial Officer, evaluated the effectivenessof the Company's disclosure controls and procedures in accordance with Rule13a-15 under the Exchange Act.  Based on their evaluation, the Chief ExecutiveOfficer and the Chief Financial Officer concluded that the Company's disclosurecontrols and procedures are effective to enable the Company to record, process,summarize and report in a timely manner the information that the Company isrequired to disclose in its Exchange Act reports.

There were no changes in the Company's internalcontrol over financial reporting that occurred during the period covered bythis report that have materially affected, or are reasonably likely tomaterially affect, the Company's internal control over financial reporting.

**PART II - OTHERINFORMATION****ITEM 1.     LEGAL PROCEEDINGS**

The Company has been named adefendant in a patent infringement lawsuit, captioned Lemelson Medical,Education & Research Foundation, LP v. Broadcom Corporation; RF MicroDevices, Inc.; SanDisk Corporation; TransSwitch Corporation; WJ Communications,Inc., filed August 3, 2001, in the U.S. District Court for the District ofArizona by Lemelson Medical, Education & Research Foundation, LP.  The suitalleged that the Company infringed claims of certain patents.  The lawsuit wassettled during the second quarter of fiscal 2009 for a nominal license fee. 

**ITEM 1A.   RISK FACTORS**

As of the date of this filing, theCompany continues to be subject to the risk factors previously disclosed under "RiskFactors" in our 2008 Annual Report on Form 10‐K, as well as the followingrisk factor:

***Current negative conditions in the credit andfinancial markets could continue to put downward pressure on our stock price(potentially resulting in a material impairment charge), could delay or preventour customers from obtaining financing to purchase our products, and could leadto a decline in the market values of our investments. Any of these outcomescould adversely impact our business, operating results and financial condition.***

Recentdistress in the global credit and financial markets has had adverse impacts onfinancial market activities, including extreme volatility in security prices,severely diminished credit availability, and declining valuations of many typesof investments. 

A prolongeddecline in our stock price or significant adverse change in market conditionscould require us to take a material impairment charge related to our goodwilland intangible assets.  Goodwill represents the excess of costs over the netfair value of net assets acquired in a business combination.  Goodwill is notamortized, but is instead tested for impairment at least annually in accordancewith the provisions of SFAS 142,*"Goodwill and Other Intangible Assets."* Intangible assets with estimable useful lives are amortized over theirrespective estimated useful lives using the straight-line method, and arereviewed for impairment in accordance with SFAS 144,*"Accounting forImpairment or Disposal of Long-Lived Assets*."  The valuation of goodwilland intangible assets require assumptions and estimates of many criticalfactors, including revenue and market growth, operating cash flows, marketmultiples, and discount rates.  A prolonged decline in our stock price, or anyother adverse change in market conditions, could lead to lower estimates of thefair value of goodwill or other intangible assets, resulting in an impairmentcharge.  Given the significance of intangible asset balances as a percentage ofour total asset balance, any impairment charge could be material to ouroperating results and related financial statements. 

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Inaddition, the recent tightening of credit markets and concerns regarding theavailability of credit, particularly in the United States, may make it moredifficult for our customers who depend on credit to have access to theirtraditional sources of credit to finance the purchase of products from us.  Delaysin our customers' ability to obtain such financing, or the unavailability ofsuch financing, would adversely affect our product sales and revenues and harmour business and operating results. 

Furthermore,a continuing decline in the condition of the global financial markets couldadversely impact the market values or liquidity of our investments.  Our investmentportfolio includes corporate and government securities, auction ratesecurities, money market funds and other types of debt and equity investments.  Althoughwe believe our portfolio continues to be comprised of low-risk and conservativeinvestments due to the quality and (where applicable) credit ratings andgovernment guarantees of the underlying investments, a further decline in thecapital and financial markets could adversely impact the market values of ourinvestments and their liquidity.  A decline in market value or the forced saleof investments under illiquid market conditions, could result in ourrecognition of an impairment charge on such investments or a loss on suchsales, either of which could have an adverse effect on our financial conditionand operating results. 

** ITEM 4.     SUBMISSION OF MATTERS TOA VOTE OF SECURITY HOLDERS**

** **At the Company's AnnualMeeting of Shareholders on July 30, 2008, shareholders elected each of the eightdirector nominees and ratified the appointment of Ernst & Young LLP as theCompany's independent registered public accounting firm for the fiscal yearending March 28, 2009.Votes cast by our shareholders at the meeting were as follows:1.  Election of Directors

| ** **                                                                                              | **Number of Shares**                             |
|---------------------------------------------------------------------------------------------------------|--------------------------------------------------|
| ** **                                                                                              | **Voted For**                                    | ** ** | **Withheld** |
| Dr.  Albert E. Paladino                                                                                 |        203,925,163 |  | 25,714,724 |
| Robert  A. Bruggeworth                                                                                  |        220,777,668 |  |    8,862,219 |
| Daniel  A. DiLeo                                                                                        |        204,725,663 |  | 24,914,224 |
| Jeffery   R. Gardner                                                                                    |        221,152,268 |  |  7,887,619 |
| John  R. Harding                                                                                        |        204,604,303 |  | 25,035,584 |
| Casimir  S. Skrzypczak                                                                                  |        221,823,282 |  |  7,816,605 |
| Erik H. van der Kaay                                                                                    |        220,839,133 |  |  8,800,754 |
| Walter  H. Wilkinson, Jr.              |        203,957,532 |  | 25,682,355 |

2.  Ratification ofappointment of Ernst & Young LLP:

| **Shares Voted in Favor** | **Shares Voted Against** | **Shares Abstaining** |
|---------------------------|--------------------------|-----------------------|
| 225,476,808               | 3,463,553                | 699,526               |

** **

** **

** **

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**ITEM 6.  EXHIBITS**

|                                                                         |                                                                                                                                                                                                                               |
|-------------------------------------------------------------------------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|             31.1 | Certification of Periodic  Report by Robert A. Bruggeworth, as Chief Executive Officer,  pursuant to Rule 13a-14(a)  or 15d-14(a) of the Exchange Act, as adopted pursuant to Section  302 of the Sarbanes-Oxley  Act of 2002 |
|                                                                         |                                                                                                                                                                                                                               |
|             31.2 | Certification of Periodic  Report by William A. Priddy, Jr., as Chief Financial Officer, pursuant  to Rule 13a-14(a) or  15d-14(a) of the Exchange Act, as adopted pursuant to Section 302 of the  Sarbanes-Oxley Act of 2002 |
|                                                                         |                                                                                                                                                                                                                               |
|             32.1 | Certification of Periodic  Report by Robert A. Bruggeworth, as Chief Executive Officer,  pursuant to 18 U.S.C.  Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley  Act of 2002                 |
|                                                                         |                                                                                                                                                                                                                               |
|             32.2 | Certification  of Periodic Report by William A. Priddy, Jr., as 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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**SIGNATURES**

** **

                 Pursuant to therequirements of the Securities Exchange Act of 1934, the registrant has dulycaused this report to be signed on its behalf by the undersigned thereunto dulyauthorized.

|  
  RF Micro Devices, Inc.

Date:  November 6, 2008

 
/s/ William A. Priddy, Jr.

 
  William A. Priddy, Jr.
 
Chief Financial Officer, Corporate

 
Vice President of  Administration and Secretary  (Principal Financial Officer)

     

Date:  November 6, 2008

 
/s/ Barry D. Church

 
  Barry D. Church
 
Vice President and Corporate  Controller

 
(Principal Accounting  Officer)
 
 

 

 

 

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**EXHIBIT INDEX**

            31.1

Certification of Periodic  Report by Robert A. Bruggeworth, as Chief Executive Officer,  pursuant to Rule 13a-14(a)  or 15d-14(a) of the Exchange Act, as adopted pursuant to Section  302 of the Sarbanes-Oxley  Act of 2002

            31.2

Certification of Periodic  Report by William A. Priddy, Jr., as Chief Financial Officer, pursuant  to Rule 13a-14(a) or  15d-14(a) of the Exchange Act, as adopted pursuant to Section 302 of the  Sarbanes-Oxley Act of 2002

            32.1

Certification of Periodic  Report by Robert A. Bruggeworth, as Chief Executive Officer,  pursuant to 18 U.S.C.  Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley  Act of 2002   

            32.2

Certification  of Periodic Report by William A. Priddy, Jr., as Chief Financial Officer,  pursuant  to  18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the  Sarbanes-Oxley Act of  2002  

Our SEC file number for  documents filed with the SEC pursuant to the Securities Exchange Act of 1934,  as amended, is 000-22511. 
 
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