| ** **

** **

**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 June 28 , 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 was required 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 reportingcompany)              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 July 28, 2008, there were 261,668,687 shares of the registrant's commonstock 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 June 28, 2008         and March 29, 2008                               | 3          |
|               |                                                                                                                                                                           |            |
|               |     Condensed Consolidated Statements  of Operations for the three months ended        June 28, 2008 and June  30, 2007 | 4          |
|               |                                                                                                                                                                           |            |
|               |     Condensed Consolidated  Statements of Cash Flows for the three months ended        June 28, 2008 and June  30, 2007 | 5          |
|               |                                                                                                                                                                           |            |
|               |     Notes to Condensed  Consolidated Financial Statements                                                                                                  | 6          |
|               |                                                                                                                                                                           |            |
| **Item 2.**   | **Management's Discussion and  Analysis of Financial Condition and Results of Operations.**                                                                               | 15         |
|               |                                                                                                                                                                           |            |
| **Item 3.**   | **Quantitative and Qualitative  Disclosures About Market Risk.**                                                                                                          | 22         |
| ** **    | ** **                                                                                                                                                                |            |
| **Item 4.**   | **Controls and Procedures.**                                                                                                                                              | 22         |
|               |                                                                                                                                                                           |            |
| ** **    | ** **                                                                                                                                                                | ** ** |
| **PART II -** | **OTHER INFORMATION**                                                                                                                                                     | ** ** |
| ** **    | ** **                                                                                                                                                                | ** ** |
| **Item 1.**   | **Legal Proceedings.**                                                                                                                                                    | 22         |
| ** **    | ** **                                                                                                                                                                |            |
| **Item 6.**   | **Exhibits.**                                                                                                                                                             | 22         |
| ** **    | ** **                                                                                                                                                                | ** ** |

**                                                                                                                              **

** **

| 2 |
|---|

----

### PART I -FINANCIAL INFORMATION

### ITEM 1.      

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

|                                                                                                                                                                                                              | **JUNE 28,  2008** | ** **      | **MARCH 29,  2008** |
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------------------|-----------------|---------------------|
|                                                                                                                                                                                                              | **(Unaudited)**    |                 | ** **          |
| **ASSETS**                                                                                                                                                                                                   |                    |                 |                     |
| Current assets:                                                                                                                                                                                              |                    |                 |                     |
|         Cash and cash  equivalents                                                                                                                                        |  $            | 116,581    |                     |  $ | 129,750  |
|         Restricted cash                                                                                                                                                   | 69            |                 | 504       |
|         Short-term  investments                                                                                                                                           | 80,490        |                 | 100,841        |
|         Accounts  receivable, net of allowances of $539 at           June 28, 2008 and $797 at March 29, 2008,  respectively | 117,246       |                 | 115,629        |
|        Inventories *(Note  3)*                                                                                                                                                 | 180,196       |                 | 190,753        |
|        Prepaid expenses                                                                                                                                                        | 12,583        |                 | 13,630         |
|        Other receivables                                                                                                                                                       | 33,442        |                 | 33,110         |
|        Other current  assets                                                                                                                                                   | 47,638        |                 | 37,816         |
|    Total current assets                                                                                                                                                                            | 588,245       |                 | 622,033        |
|                                                                                                                                                                                                              |                    |                 |                     |
| Property and equipment, net of accumulated  depreciation of $424,394 at June 28, 2008 and $421,574 at March 29, 2008                                                                                         | 417,741       |                 | 430,237        |
| Goodwill *(Note 7)*                                                                                                                                                                                          | 716,179       |                 | 701,317        |
| Intangible assets *(Note 7)*                                                                                                                                                                                 | 206,159       |                 | 205,072        |
| Long-term investments                                                                                                                                                                                        | 24,586        |                 | 26,336         |
| Other non-current assets  *(Note 6)*                                                                                                                                                                         | 31,770        |                 | 32,200         |
|    Total assets                                                                                                                                                                                    | $                  | 1,984,680  |                     |  $ | 2,017,195  |
|                                                                                                                                                                                                              |                    |                 |                     |
| **LIABILITIES AND  SHAREHOLDERS' EQUITY**                                                                                                                                                                    | ** **         | ** **      | ** **          |
| Current liabilities:                                                                                                                                                                                         |                    |                 |                     |
|         Accounts payable                                                                                                                                                  | $                  | 63,993     |                     | $ | 78,674  |
|         Accrued  liabilities                                                                                                                                              | 59,051        |                 | 52,111         |
|         Other current  liabilities                                                                                                                                        | 4,763         |                 | 4,806          |
|    Total current  liabilities                                                                                                                                                                      | 127,807       |                 | 135,591        |
|                                                                                                                                                                                                              |                    |                 |                     |
| Long-term debt, net of unamortized discount of  $8,120  at June 28, 2008 and $8,664 at March 29, 2008 *(Note 5)*                                                                                        | 616,211       |                 | 616,698        |
| Other long-term liabilities                                                                                                                                                                                  | 22,323        |                 | 26,269         |
|    Total liabilities                                                                                                                                                                               | 766,341       |                 | 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; 261,483 and 260,643 shares issued and outstanding at June 28, 2008  and March 29, 2008, respectively                                                 | 955,842       |                 | 955,390        |
| Additional paid-in capital                                                                                                                                                                                   | 152,342       |                 | 148,914        |
| Accumulated other comprehensive income, net of tax *(Note  4)*                                                                                                                                               | 576           |                 | 632            |
| Retained earnings                                                                                                                                                                                            | 109,579       |                 | 133,701        |
|    Total shareholders'  equity                                                                                                                                                                     | 1,218,339     |                 | 1,238,637      |
|                                                                                                                                                                                                              |                    |                 |                     |
|    Total liabilities and  shareholders' equity                                                                                                                                                     | $                  | 1,984,680  |                     | $ | 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** |
|---------------------------------------------------------------------------------|------------------------|
| ** **                                                                      | **JUNE 28, 2008** | ** ** | **JUNE 30,   2007** |
|                                                                                 |                        |  |  |
| Revenue                                                                         |  $                | 240,492  |  |  $ | 211,599  |
|                                                                                 |                        |  |  |
| Operating costs and  expenses:                                                  |                        |  |  |
|         Cost of goods  sold                  | 168,163           |  | 144,901  |
|         Research and  development            | 51,354            |  | 47,688  |
|         Marketing and  selling               | 18,522            |  | 12,230  |
|         General and  administrative          | 13,058            |  | 7,776  |
|         Other operating  expense *(Note 10)* | 29,098            |  | 759  |
| Total operating costs  and expenses                                   | 280,195           |  | 213,354  |
| Loss from operations                                                            | (39,703)               |  | (1,755) |
|                                                                                 |                        |  |  |
|         Interest  expense                    | (2,587)                |  | (2,376) |
|         Interest income                      | 1,939             |  | 8,549  |
|         Other income (expense)               | 569               |  | (104) |
|                                                                                 |                        |  |  |
| (Loss) income before  income taxes                                              | (39,782)               |  | 4,314  |
|                                                                                 |                        |  |  |
| Income tax benefit *(Note  6)*                                                  | 15,659            |  | 19,287  |
| Net (loss) income                                                               |  $                | (24,123) |  |  $ | 23,601  |
|                                                                                 |                        |  |  |
| Net (loss) income per  share *(Note 2)*:                                        |                        |  |  |
|         Basic                                | $                      | (0.09) |  | $ | 0.12  |
|         Diluted                              | $                      | (0.09) |  | $ | 0.11  |
|                                                                                 |                        |  |  |
| Shares used in per  share calculation:                                          |                        |  |  |
|         Basic                                | 261,249                |  | 194,222  |
|         Diluted                              | 261,249                |  | 227,504  |
|                                                                                 |                        |  |  |
|                                                                                 |                        |  |  |
|                                                                                 |                        |  |  |
|                                                                                 |                        |  |  |  |  |  |  |  |  |  |  |

See accompanying Notes toCondensed Consolidated Financial Statements. 

| 4 |
|---|

----

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

|                                                                                                              | **THREE MONTHS ENDED** |
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|------------------------|
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          | **JUNE 28, 2008** | ** ** | **JUNE 30, 2007** |
| **      Cash flows from  operating activities:**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |                        |  |   |
|       Net (loss) income                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         | $                      | (24,123) |  | $ | 23,601  |
|       Adjustments to reconcile  net (loss) income to net cash (used by) provided           by operating activities:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |                        |  |  |
|             Depreciation                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          | 21,944            |  | 18,854  |
|             Amortization                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          | 8,348             |  | 976  |
|             Investment  (discount) premium amortization, net                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      | (119)                  |  | (2,173) |
|             Excess tax benefit  from exercises of stock options                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   | (129)                  |  | (4,960) |
|             Deferred income  taxes                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                | (7,474)                |  | (21,157) |
|             Foreign currency  adjustments                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         | (1,111)                |  | (676) |
|             Acquired  in-process research and development cost                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    | 1,400             |  | - |
|             Asset impairments  (including restructuring impairments)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              | 12,580            |  | - |
|             Investment  impairment                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                | -                 |  | 671  |
|             Loss on disposal  of assets, net                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      | 454          |  | 120  |
|            Share-based  compensation expense                                                                                                                                                                | 4,481             |  | 2,791  |
|             Changes in  operating assets and liabilities:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |                        |  |  |
|                Accounts  receivable, net                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           | 319               |  | 16,950  |
|                Inventories                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              | 9,994             |  | (10,156) |
|                Prepaid expense  and other current and non-current assets                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                | (8,800)                |  | (3,403) |
|                Accounts  payable and accrued liabilities                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           | (10,889)               |  | (15,099) |
|                Income taxes  payable/recoverable                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   | (9,508)                |  | (1,600) |
|                Other  liabilities                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       | (228)                  |  | (82) |
|       Net cash (used by) provided  by operating activities                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      | (2,861)                |  | 4,657  |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |                        |  |   |
| **      Investing activities:**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |                        |  |  |
|               Purchase of  property and equipment                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       | (18,473)               |  | (18,172) |
|               Proceeds from  sale of property and equipment                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             | 60                |  | 41  |
|               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                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                | 28,268            |  | 62,275  |
|               Purchase of  securities available-for-sale                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                | (6,120)                |  | (363,788) |
|       Net cash used in investing  activities                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    | (10,289)               |  | (319,644) |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |                        |  |  |
| **      Financing activities:**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |                        |  |  |
|               Proceeds from  convertible subordinated debt offering, net of discount of                    $8,250 and debt issuance costs of $446                                                                                                                                                                                                                                                                                                                                                                       | -                 |  | 366,304  |
|               Proceeds from bank  loans                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 | -                 |  | 5,954  |
|               Payment of debt                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           | (1,088)                |  | (1,008) |
|               Excess tax benefit  from exercises of stock options                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       | 129               |  | 4,960  |
|               Proceeds from  exercise of stock options, warrants and employee stock                    purchases                                                                                                                                                                                                                                                                                                                                                                                                        | 453               |  | 303  |
|               Restricted cash                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           | 434               |  | - |
|               Repayment of  capital lease obligations                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   | (199)                  |  | - |
|       Net cash (used by) provided  by financing activities                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      | (271)                  |  | 376,513  |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |                        |  |  |
|      Net (decrease) increase in  cash and cash equivalents                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           | (13,421)               |  | 61,526  |
|      Effect of exchange rate  changes on cash                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        | 252               |  | 259  |
|      Cash and cash equivalents at  the beginning of the period                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       | 129,750           |  | 229,034  |
|      Cash and cash equivalents at  the end of the period                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             | $                      | 116,581  |  | $ | 290,819  |

      Seeaccompanying Notes to Condensed Consolidated Financial Statements.

| 5 |
|---|

----

**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 accounting principlesgenerally accepted in the United States.  The preparation of these financialstatements requires management to make estimates and assumptions, which coulddiffer materially from actual results.  In addition, certain information orfootnote disclosures normally included in financial statements prepared inaccordance 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.  Based on the guidance in Statement of FinancialAccounting Standards (SFAS) No. 131, "Disclosures about Segments of an Enterprise and Related Information" ("SFAS 131"), the Company has determined that it hasone operating segment for financial reporting purposes, which designs, develops,manufactures and markets proprietary semiconductor products, includingintellectual property, for manufacturers of wireless communication products. 

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 fortha reconciliation 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** |
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|------------------------|
|                                                                                                                                                                                                                                              | **JUNE 28, 2008**      | ** ** | **JUNE 30, 2007** |
|                                                                                                                                                                                                                                              |                        |  |  |
| Numerator for basic and  diluted net (loss) income per share:                                                                                                                                                                                |                        |  |  |
|        Net (loss) income  available to common shareholders                                                                                                                                                     |  $                | (24,123) |  |  $ | 23,601 |
|        Plus:   Income impact  of assumed conversions for interest on                    1.50% convertible notes | -            |  | 669 |
| Net (loss) income plus  assumed conversion of notes - Numerator      for diluted net (loss) income per share                                                                                                        |  $                | (24,123) |  |  $ | 24,270 |
|                                                                                                                                                                                                                                              |                        |  |  |
| Denominator:                                                                                                                                                                                                                                 |                        |  |  |
|        Denominator for basic  net (loss) income per share - weighted           average shares                                                                          | 261,249           |  | 194,222 |
|        Effect of dilutive  securities:                                                                                                                                                                         |                        |  |  |
|           Employee stock  options                                                                                                                                                               | -                 |  | 3,138 |
|           Assumed conversion  of 1.50% convertible notes                                                                                                                                        | -                 |  | 30,144 |
| Denominator for diluted net (loss)  income per share - adjusted          weighted average shares and assumed conversions                                                                                       | 261,249           |  | 227,504 |
|                                                                                                                                                                                                                                              |                        |  |  |
| Basic net (loss) income per  share                                                                                                                                                                                                           |  $                | (0.09) |  |  $ | 0.12 |
|                                                                                                                                                                                                                                              |                        |  |  |
| Diluted net (loss) income per  share                                                                                                                                                                                                         |  $                | (0.09) |  |  $ | 0.11 |

** **

| 6 |
|---|

----

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

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

In the computation of diluted net loss per sharefor the three months ended June 28, 2008, all outstanding stock options wereexcluded because the effect of their inclusion would have been antidilutive. In the computation of diluted net income per share for the three months endedJune 30, 2007, outstanding stock options to purchase 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 net lossper share did not assume the conversion of the Company's 1.50% convertiblesubordinated notes due 2010 for the three months ended June 28, 2008 becausethe inclusion would have been anti-dilutive.  The computation of diluted netincome per share assumed the conversion of the Company's 1.50% convertible subordinatednotes due 2010 for the three months ended June 30, 2007.  The 1.50% notes areconvertible at a price of $7.63 per share, and the closing price of theCompany's common stock on the assumed date that it committed to sell the noteswas $5.78.

The computation of diluted net (loss) income per share does not assume theconversion of the Company's 0.75% or 1.00% convertible subordinated notes due2012 and 2014, respectively.  Upon conversion of each $1,000 principal amountof the two series of notes, a holder will receive in lieu of common stock, anamount in cash equal to the lesser of (1) $1,000 or (2) the conversion value. If the conversion value exceeds $1,000 on the conversion date, the Company, atits election, will settle the value in excess of $1,000 in cash or commonstock.  In accordance with Emerging Issues Task Force No. 90-19 (EITF 90-19),"Convertible Bonds with Issuer Option to Settle for Cash upon Conversion," theCompany will use the treasury stock method to account for the conversion valuein excess of the $1,000 principal amount as the conversion becomes applicable. Pursuant to the applicable indentures governing the two series of notes, theconversion value generally is determined by multiplying (i) the applicableconversion rate, which is currently 124.2969, by (ii) the average market priceof the Company's common stock for the ten consecutive trading days precedingthe date of determination.  The two series of notes generally would becomedilutive to earnings if the average market price of the Company's common stockexceeds approximately $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):

|                                                                                                                                                                                                              | **JUNE 28,    2008** | ** **    | **MARCH 29,   2008** |
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|---------------------------|---------------|----------------------|
|                 Raw materials                                                                                                     |  $                   | 61,590   |                      |  $ | 65,251  |
|                 Work in process                                                                                                   | 74,535               |               | 70,167          |
|                 Finished goods                                                                                                    | 73,942               |               | 85,663          |
|                                                                                                                                                                                                              | 210,067              |               | 221,081         |
|                 Inventory reserve                                                                                                 | (29,871)                  |               | (30,328)             |
|                                 Total inventories |  $                   | 180,196  |                      |  $ | 190,753  |

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

Accumulated other comprehensive income for the Companyconsists of accumulated unrealized (losses) gains on marketable securities andforeign currency translation adjustments.  This amount is included as aseparate component of shareholders' equity.  Comprehensive (loss) income is notmaterially different than net (loss) income for both the three months endedJune 28, 2008 and June 30, 2007.

| 7 |
|---|

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

**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 of 1.00%Convertible Subordinated Notes due 2014.  The two series of notes were issuedin 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 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.  

As of June 28, 2008, the 0.75% convertible notes andthe 1.00% convertible notes had a fair value of $151.0 million and $118.0million, respectively. There was no trading activity related to the 0.75% orthe 1.00% convertible subordinated notes during the first quarter of fiscal2008. The 1.50% convertible subordinated notes had a fair value of $210.7million and $232.3 million as of June 28, 2008 and June 30, 2007, respectively.

**6.          INCOMETAXES**

*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 thefull fiscal year to "ordinary" income or loss (pre-tax income or loss excludingunusual or infrequently occurring discrete items) for the reporting period. For the reporting period ended June 28, 2008, in accordance with paragraph 13of FASB interpretation No. 18, *"Accounting for Income Taxes in InterimPeriods"* ("FIN 18"), the Company has computed its provision for incometaxes limiting the tax benefit recognized to the amount determined by treatingthe Company's year-to-date "ordinary" loss as the anticipated "ordinary" lossfor the fiscal year.  The Company has applied this provision as theyear-to-date "ordinary" loss exceeds the anticipated "ordinary" loss for thefiscal year.

Income tax benefit for thethree months ended June 28, 2008 was $15.7 million, which is comprisedprimarily of a tax benefit related to domestic operations, a tax expenserelated to international operations, and a tax benefit related to an increasein state income tax credits.  Income tax benefit for the three months endedJune 30, 2007 was $19.3 million, comprised primarily of a tax benefit relatedto a reduction in the deferred tax asset valuation reserve, a tax expenserelated to an Internal Revenue Service examination, and a tax expense relatedto international and domestic operations.   The Company's effective taxrate for the three month periods ending June 28, 2008 and June 30, 2007 was39.4% and (447.1%), respectively.  The Company's income tax benefit for the firstquarter of fiscal 2009 differed from the income tax benefit calculated on thebasis of the statutory rate due to the write-off of acquired in-processresearch and development costs in connection with the UMC acquisition, state taxcredits, tax rate differences in foreign jurisdictions, adjustments to thevaluation allowance primarily related to limiting the recognition of the taxbenefit for domestic state tax credits generated during the fiscal year, andother differences between book and tax treatment of certain expenditures. The Company's overall tax rate for the first quarter of fiscal 2008 differedfrom the statutory rate due to the $20.7 million adjustment to the valuationallowance, which related primarily to the partial recognition of the U.S. taxbenefits on domestic net operating losses and credits, federal and state taxcredits generated, tax rate differences in foreign jurisdictions, the domesticproduction activity deduction, and other differences between book and taxtreatment of certain expenditures.

*Deferred Taxes*

In accordance with theFinancial Accounting Standards Board (FASB) Statement of Financial AccountingStandards (SFAS) No. 109, *"Accounting for Income Taxes"* (SFAS109), a valuation allowance of $39.1 million against deferred tax assets has beenestablished as of the end of the first quarter of fiscal 2009 because it ismanagement's opinion that it is more likely than not that a portion of thedeferred tax assets will not be realized.  The increase from the $38.8 millionvaluation allowance as of the end of fiscal year 2008 is primarily related tostate income tax credits generated during the current year.

| 8 |
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**RF MICRO DEVICES, INC. ANDSUBSIDIARIES*NOTES TO CONDENSEDCONSOLIDATED FINANCIAL STATEMENTS (continued)***(Unaudited)

**6.          INCOMETAXES (continued)**

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.  The utilization of acquired assets may besubject to certain annual limitations as required under Internal Revenue CodeSection 382 and similar state tax provisions.  In addition, the Company has U.K. loss carryovers that carryforward indefinitely.  The U.K. loss carryovers wereacquired in connection with the Filtronic acquisition and potentially aresubject to limitation under U.K. anti-avoidance provisions if there is a "majorchange" in the nature or conduct of the Filtronic trade or business withinthree 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 did not change materially during the fiscalquarter ended June 28, 2008.

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 three months ended June 28, 2008 is as follows (in thousands):

| Balance as of March 29, 2008   |  $      | 701,317  |
|--------------------------------|--------------|---------------|
| Adjustments during the  period | 14,862  |
| Balance as of June 28, 2008    |  $      | 716,179  |

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 increaserelates to the refining of the fair values of the assets acquired andliabilities assumed in the Sirenza acquisition. 

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

|                                       | **JUNE 28,   2008** | ** **    | **MARCH 29,   2008** |
|---------------------------------------|---------------------|---------------|----------------------|
|                                       | Gross  Carrying     |               | Accumulated          |  | Gross  Carrying |  | Accumulated |
|                                       | Amount              |               | Amortization         |  | Amount |  | Amortization |
|                                       |                     |               |                      |  |  |  |  |
| Technology licenses                   |  $             | 10,567   |                      |  $ | 7,105  |  |  $ | 10,851  |  |  $ | 7,052  |
| Customer relationships                | 85,190         |               | 5,574           |  | 83,490  |  | 3,454  |
| Acquired product technology and other | 141,934        |               | 18,853          |  | 134,634   |  | 13,397  |
| Total                                 |  $             | 237,691  |                      |  $ | 31,532  |  |  $ | 228,975   |  |  $ | 23,903  |

Technology licenses decreased$0.3 million as of June 28, 2008 due to the recognition of an impairment lossrelated to the strategic restructuring in accordance with SFAS 144, "*Accountingfor the Impairment or Disposal of Long-Lived Assets,"*which was charged to otheroperating expense in the first quarter of fiscal 2009 (see Note 10 to theCondensed Consolidated Financial Statements).

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

**7.          GOODWILLAND INTANGIBLE ASSETS (continued)**

Customer relationshipsincreased by $1.7 million and acquired product technology and other increasedby $7.3 million due to the acquisition of UMC (see Note 11 to the CondensedConsolidated Financial Statements).

**8.          NEW ACCOUNTINGPRONOUNCEMENTS**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)"* ("FSPAPB 14-1").  FSP APB 14-1 requires the issuer of convertible debt instrumentswith cash settlement features to separately account for the liability andequity components of the instrument.  The debt will be recognized at thepresent value of its cash flows discounted using the issuer's nonconvertibledebt borrowing rate.  The equity component will be recognized as the differencebetween the proceeds from the issuance of the note and the fair value of theliability.  FSP APB 14-1 will also require an accretion of the resultant debtdiscount over the expected life of the debt.  FSP APB 14-1 requiresretrospective application to all periods presented, and does not grandfatherexisting instruments.  FSP APB 14-1 is effective for the Company on the firstday of fiscal 2010.  The adoption of FSP APB 14-1 could increase the Company'snon-cash interest expense recognized in its consolidated financial statements.

In March2008, the FASB issued SFAS No. 161, "Disclosures about DerivativeInstruments and Hedging Activities an amendment of FASB Statement 133,"which amends and expands the disclosure requirements of SFAS 133 torequire qualitative disclosure about objectives and strategies for usingderivatives, quantitative disclosures about fair value amounts of and gains andlosses on derivative instruments, and disclosures about credit risk-relatedcontingent features in derivative agreements.  This statement will be effectivefor the Company beginning in the fourth quarter of fiscal 2009.  The adoptionof this statement could change the disclosures related to derivativeinstruments held by the Company.

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 prospectivelyfor fiscal years beginning after December 15, 2007, or fiscal 2009 for theCompany.  As of June 28, 2008, thispronouncement was not applicable to the Company.

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.  Italso changes the recognition of assets acquired and liabilities assumed arisingfrom contingencies, and requires the capitalization of in-process research anddevelopment at fair value.  This statement is effective prospectively forfiscal years beginning after December 15, 2008.  This statement will beeffective for the Company beginning in fiscal 2010.  The Company will assessthe impact of adoption if and when a future acquisition occurs; however, theapplication of SFAS 141(R) will result in a significant change in accountingfor future acquisitions after the effective date.

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 

| 10 |
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**RF MICRO DEVICES, INC. ANDSUBSIDIARIES*NOTES TO CONDENSEDCONSOLIDATED FINANCIAL STATEMENTS (continued)***(Unaudited)

**8.          NEW ACCOUNTINGPRONOUNCEMENTS (continued)**

157 to removecertain leasing transactions from its scope.  FSP 157-2 delays theeffective date of SFAS  157 for all non-financial assets andnon-financial liabilities, except for items that are recognized or disclosed atfair value in the financial statements on a recurring basis (at leastannually), until the beginning of the first quarter of fiscal 2010.  Theadoption of SFAS 157 related to financial assets and liabilities did not have amaterial impact on our consolidated financial statements.  See Note 12 to the Condensed Consolidated FinancialStatements for further details on our fair valuemeasurements.  We are currently evaluating the impact, if any, that SFAS 157may have on our future consolidated financial statements related tonon-financial assets and liabilities.

**9.          RETIREMENT BENEFIT PLAN**

TheCompany maintains a qualified defined benefit pension plan for its Germansubsidiary.  The plan is unfunded with an unfunded obligation of approximately$3.0 million at June 28, 2008. 

Theservice cost and interest cost components of the net periodic benefit cost forthe defined benefit pension plan totaled approximately $0.1 million for thethree months ended June 28, 2008.  

**10.         ****STRATEGIC RESTRUCTURING**

Inthe first quarter of fiscal 2009, the Company began execution of arestructuring plan to reduce its investment in wireless systems and consolidatethe Company's production test facilities.  The Company is reducing investmentsin its cellular transceiver business and eliminating its GPS solutions business in order to focus oncore RF component opportunities.  Additionally, the Company is consolidatingits production test facilities in order to reduce cycle time, better serve itscustomer base and improve its overall profitability.

The following table summarizes the restructuring activity during the quarterended June 28, 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             | 6,033                                             |                     | 11,740              |            | 8,795                                       |            | 26,568   |
| Cash  payments                                                          | (4,619)                                                |                     | -              |            | (165)                                            |            | (4,784)       |
| Adjustments                                                             | -                                       |                     | -              |            | -                                      |            | -   |
| Non-cash  settlement                                                    | (96)                                                   |                     | (11,740)                 |            | (1,653)                                          |            | (13,489)      |
| Accrued  restructuring balance       as of June 28, 2008 |  $                                                | 1,318          |                          |  $    | -                                      |            |  $       | 6,977  |  |  $ | 8,295  |
|                                                                         |                                                        |                     |                          |            |                                                  |            |               |

Aspart of this restructuring, the Company expects to reduce its global workforceby approximately 10 percent.  As of the end of the first quarter of fiscal 2009,the Company has recorded restructuring charges of approximately $26.6 millionrelated to one-time employee termination benefits, impaired assets (includingmachinery and equipment and leasehold improvements), expenditures related tothe closure and consolidation of facilities, and contract termination costs. In the first quarter of fiscal 2009, the restructuring charges were recorded in"other operating expense."

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

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

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

|                                                                                                                                                                                                                                                                                                                                             | **Three Months Ended   June 28, 2008** | ** **   | **Remainder of Fiscal 2009** | ** ** | **Thereafter** | ** ** | **Total**    |
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|----------------------------------------|--------------|-----------------------------------|------------|----------------|------------|--------------|
| One-time  employee termination benefits                                                                                                                                                                                                                                                                                                     |  $                                | 6,033   |                                   |  $    | 1,000          |            |  $      | -  |  |  $ | 7,033  |
| Asset  impairments                                                                                                                                                                                                                                                                                                                          | 11,740                            |              | 18,000                            | *          | -              |            | 29,740  |
| Lease  and other contract        terminations                                                                                                                                                                                                                                                                           | 8,795                             |              | 4,000                             |            | 2,000     |            | 14,795  |
| Total  restructuring charges                                                                                                                                                                                                                                                                                                                |  $                                | 26,568  |                                   |  $    | 23,000    |            |  $      | 2,000  |  |  $ | 51,568  |
|                                                                                                                                                                                                                                                                                                                                             |                                        |              |                                   |            |                |            |              |
| *The  Company is currently completing an evaluation of certain asset groups related  to the restructuring efforts (which include machinery and equipment and  leasehold improvements) to determine which assets will be either used in  production, held for sale, or abandoned. The remaining impairment is  dependent on this evaluation. |

During the remainder of fiscal 2009, the Company expects to record up to $23.0million of additional restructuring charges associated with one-time employeetermination benefits, asset impairments as well as lease and other contractterminations.  The Company expects the restructuring to be substantiallycompleted by the end of the third quarter of fiscal 2009, with additional on-goingexpenses for leases and other contracts. 

**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 for point-to-pointradios, CATV head-end equipment and military communications radio markets.  Theacquisition of UMC furthers the Company's diversification strategy.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 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 ofassets and liabilities assumed may result in additional adjustments to thepurchase price allocation and the amount of goodwill.

UMC results of operations areincluded in the Company's income statement for the period of April 26, 2008through June 28, 2008.  The results of UMC are not significant to the overallresults 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 CompoundSemiconductors Limited (Filtronic), a wholly owned subsidiary of Filtronic PLC. The acquisition price included the purchase of Filtronic's six-inch GaAs waferfabrication facility ("fab") at Newton Aycliffe, United Kingdom, and the purchase of Filtronic's millimeter wave RF semiconductor business.  

** **

** **

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

**11.       BUSINESSACQUISITIONS (continued)**

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 assets acquiredand liabilities 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 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 minimum working capital.  Filtronic's working capital fell below the requiredworking capital threshold, and as a result, Filtronic refunded $3.6 million ofthe original purchase price of $26.3 million (which includes transaction costsof $1.4 million) to the Company, during the first quarter 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 $880.5 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 $9.9 million in transaction costs.  

The total purchase price of $880.5 million was preliminarily allocated to theassets acquired and liabilities assumed based on their fair values asdetermined by the Company as of November 13, 2007.  While the Company continuesto obtain information to refine the fair values of the assets acquired andliabilities assumed, the preliminary allocation of 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 ofassets and liabilities assumed may result in additional adjustments to thepurchase price allocation and the amount of goodwill.

**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-term investmentsand long-term investments on our consolidated balance sheet and are recorded atfair value with the related unrealized gains and losses included in accumulatedother comprehensive income (loss), a component of shareholders' equity, net oftax.  SFAS No. 157 specifies a hierarchy of valuation techniques based onwhether 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.  

** **

** **

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

** 12.        FAIR VALUE OFFINANCIAL INSTRUMENTS****(continued)**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 June 28, 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 |  $               | 85,974     |                                                                               |  $    | 85,974                                                                                                               |            |  $                                             | -   |  |  $ | - |
| Corporate debt securities         | 18,910                |            | 18,910                                                                        |            |                    -  |            | -                                                   |
| Auction rate securities           | 24,586                |            | -                                                                             |            | 4,850                                                                                                                |            | 19,736                                              |
| Commercial paper                  | 20,684                |            | 20,684                                                                        |            | -                                                                                                                    |            | -                                                   |
|                                   |  $               | 150,154    |                                                                               |  $    | 125,568                                                                                                              |            |  $                                             | 4,850 |  |  $ | 19,736 |

During the threemonths ended June 28, 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):

|                                                                                             | **Three Months   Ended  June 28, 2008** |
|---------------------------------------------------------------------------------------------|-----------------------------------------|
| 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          | 200                                     |
|  Purchases, sales,  issuances, and****settlements                                      | -                                       |
|  Transfers in and/or out  of Level 3                                                   | -                                       |
| Level 3 auction rate  securities balance at June 28, 2008                                   |  $                                 | 19,736 |
|                                                                                             |                                         |
|                                                                                             |                                         |  |  |

Auction rate securities (ARS)are debt instruments with interest rates that reset through periodic short-termauctions.  The Company's Level 3 ARS, which totaled $19.7 million at June 28,2008, 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 ofJune 28, 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. 

| 14 |
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Based on the uncertainty ofthe short-term liquidity of the student loan ARS as of June 28, 2008, theCompany did not classify its investments in student loan ARS at that date asshort-term investments.  Although our ability to access these funds in the nearterm has been affected, based on information currently available, we have theability 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 rate securities.  

**ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTSOF 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;

•        Our ability to fully realize theanticipated benefits of our restructuring plan;

•        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 being included inthird party 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 our    business 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; and

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

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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 and developmentsto be materially different from those expressed or implied by any of theseforward-looking statements.  Forward-looking statements speak only as of thedate 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.

The Company is a globalleader in the design and manufacture of high-performance semiconductorcomponents.  The Company's products enable worldwide mobility, provide enhancedconnectivity and support advanced functionality in the cellular handset,wireless infrastructure, wireless local area network (WLAN), CATV/broadband andaerospace and defense markets.  The Company is recognized for its diverseportfolio of semiconductor technologies and RF systems expertise and is apreferred supplier to the world's leading mobile device, customer premises andcommunications equipment providers.The Company's design and manufacturing expertise encompasses all major applicablesemiconductor process technologies, which is accessed through both internal andexternal resources.  The Company is the world's largest manufacturer ofcompound semiconductors, with a focus on aluminum gallium arsenide (AlGaAs)heterojunction bipolar transistor (HBT) and GaAs pseudomorphic high electronmobility transistor (pHEMT) process technologies.  The Company accessessilicon, silicon germanium and other technologies through leading foundries. The Company's broad design and manufacturing resources enable the Company todeliver products optimized for performance and cost in order to best meetcustomers' performance, cost and time-to-market requirements.  The Company callsthis approach Optimum Technology Matching®.  

**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.**FIRSTQUARTER FISCAL 2009 FINANCIAL AND OPERATIONAL HIGHLIGHTS:**   • Quarterly revenue increased by 13.7% ascompared to the corresponding quarter of fiscal 2008, primarily due       to ourdiversification strategy and the increased growth in 3G front ends.     • Gross margin for the quarter was 30.1% as comparedto 31.5% 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.      • In the first quarter of fiscal 2009, weannounced the reduction of our investments in wireless systems, including      cellular transceivers and GPS solutions, in order to focus on RF componentopportunities.     • During the first quarter of fiscal 2009,we announced our plans to consolidate our production test facilities for       highvolume cellular products to reduce cycle time to better serve our customer baseand improve overall       profitability.     • Inventory totaled $180.2 million at June28, 2008, reflecting turns of 3.7 as compared to $123.2 million and       turns of4.7 at June 30, 2007.  The increase in inventory is primarily due to our recentacquisitions.

We plan to continueto increase our total addressable market by expanding our product portfoliosfor handsets and selectively developing and selling products for additionalwireless markets that leverage our competitive strengths and core RF expertise.

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**REVENUE**

|                                    |  | Three Months Ended |         | Percentage         |
|------------------------------------|--|--------------------|---------|--------------------|
| (In thousands, except percentages) |  | June 28, 2008 |         | June 30, 2007 |  | Change |
|                                    |  |                    |         |                    |  |  |
| Revenue                            |  |  $            | 240,492 |                    |  $ | 211,599  |  | 13.7% |
|                                    |  |                    |         |                    |  |  |  |  |

Our revenue for the three months ended June 28, 2008 increased primarily due toour diversification strategy as well as growth in 3G front-ends.  The increasewas partially offset by a decline in our transceiver business.  Internationalshipments (based on the "bill to" address of the customer) were $189.9million and accounted for 78.9% of revenue for the three months ended June 28,2008, compared to $189.0 million, or 89.3% of revenue, for the three monthsended June 30, 2007.  

**GROSS PROFIT**

|                                     |  | Three Months Ended |        | Percentage       |
|-------------------------------------|--|--------------------|--------|------------------|
| (In  thousands, except percentages) |  | June 28,    2008   |        | June 30,    2007 |  | Change |
|                                     |  |                    |        |                  |  |  |
| Gross  profit                       |  |  $            | 72,329 |                  |  $ | 66,698  |  | 8.4% |
| As  a percent of revenue            |  | 30.1%              |        | 31.5%            |  |  (1.4)ppt |
|                                     |  |                    |        |                  |  |  |  |  |

Our decrease in gross profit as a percent of revenue (gross margin) for the threemonths ended June 28, 2008 was primarily due to the amortization of acquisitionrelated inventory step-up, amortization of acquired intangibles, and averageselling price ("ASP") erosion.  This decrease was partially offset by grossprofit improvements resulting from a shift in product mix of higher marginproducts, increased efficiencies of internally-sourced assembly and improvedpricing on externally sourced materials.  Our increase in amortization expensefor inventory step-up and acquired intangibles was driven from our recentacquisitions of Sirenza in the third quarter of fiscal 2008, Filtronic in thefourth quarter of fiscal 2008, and UMC in the first quarter of fiscal 2009.

Our corporate ASP hasdecreased as selling prices for our products have decreased on a per functionbasis and as product mix has changed.  In addition, the following factors areexpected to continue to impact our gross margins: (1) capacity utilization; (2)product test yields; (3) costs and quality of externally sourced materials andservices; and (4) cost efficiencies of internally-sourced materials andservices, including our assembly and test operations and our wafer fabricationfacilities.

### RESEARCH AND DEVELOPMENT 

|                                     |  | Three Months Ended |        | Percentage       |
|-------------------------------------|--|--------------------|--------|------------------|
| (In  thousands, except percentages) |  | June 28,    2008   |        | June 30,    2007 |  | Change |
|                                     |  |                    |        |                  |  |  |
| Research and development            |  |  $            | 51,354 |                  |  $ | 47,688  |  | 7.7% |
| As a percent of revenue             |  | 21.4%              |        | 22.5%            |  |    (1.1)ppt |
|                                     |  |                    |        |                  |  |  |  |  |

The dollar increase in research and development expenses for the three monthsended June 28, 2008 was primarily attributable to an increase in headcount andrelated personnel expenses as a result of our recent acquisitions, which waspartially offset by a decrease in expenses resulting from our recent strategicrestructuring.

**MARKETING AND SELLING**

| ** **                          | ** ** | Three Months Ended |            | Percentage       |
|-------------------------------------|------------|--------------------|------------|------------------|
| (In  thousands, except percentages) |            | June 28,    2008   |            | June 30,    2007 |  | Change |
| ** **                          | ** ** | ** **         | ** ** | ** **       | ** ** | ** ** |
| Marketing and selling               | ** ** |  $            | 18,522     | ** **       |  $ | 12,230  | ** ** | 51.4% |
| As a percent of revenue             | ** ** | 7.7%               | ** ** | 5.8%             | ** ** |     1.9ppt |
|                                     |            |                    |            |                  |  |  |  |  |

The increase in marketing and selling expensesfor the three months ended June 28, 2008 as compared to the three months ended June30, 2007 was primarily due to an increase in intangible amortization related tocustomers that we acquired from Sirenza as well as an increase in headcount andrelated personnel expenses. 

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### GENERAL AND ADMINISTRATIVE

| ** **                          | ** ** | Three Months Ended |              | Percentage       |
|-------------------------------------|------------|--------------------|--------------|------------------|
| (In  thousands, except percentages) |            | June 28,    2008   |              | June 30,    2007 |  | Change |
| ** **                          | ** ** | ** **         | ** **   | ** **       | ** ** | ** ** |
| General and administrative          | ** ** |  $            | 13,058  | ** **       |  $ | 7,776  | ** ** | 67.9% |
| As a percent of revenue             | ** ** | 5.4%               | ** **   | 3.7%             | ** ** |     1.7ppt |
|                                     |            |                    |              |                  |  |  |  |  |

The increase in general and administrative expenses for the three months ended June28, 2008 as compared to the three months ended June 30, 2007 was primarily dueto an increase in headcount and related personnel expenses which was partiallydue to our recent acquisitions. 

### OTHER OPERATING EXPENSE

| ** **                          | ** ** | Three Months Ended |              | Percentage       |
|-------------------------------------|------------|--------------------|--------------|------------------|
| (In  thousands, except percentages) |            | June 28,    2008   |              | June 30,    2007 |  | Change |
| ** **                          | ** ** | ** **         | ** **   | ** **       | ** ** | ** ** |
| Other operating expense             | ** ** |  $            | 29,098  |                  |  $ | 759   |  |       3735.5% |
| As a percent of revenue             | ** ** | 12.1%              |              | 0.3%             |  |              11.8ppt |
|                                     |            |                    |              |                  |  |  |  |  |

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 are consolidating our production testfacilities in order to reduce cycle time, better serve our customer base andimprove our overall profitability.  During the quarter we recorded $26.6million of expenses associated with the restructuring (see Note 10 to theCondensed Consolidated Financial Statements).  In addition, we recorded $1.4million in expenses related to the in-process research and development with noalternative future use that we acquired from UMC to "other operating expense"at the acquisition date in accordance with SFAS 141, "Business Combinations" (seeNote 11 to the Condensed Consolidated Financial Statements).

**OTHER (EXPENSE) INCOMEAND INCOME TAXES**

|                                     |  | Three Months Ended |
|-------------------------------------|--|--------------------|
| (In thousands, except  percentages) |  | June 28, 2008      |  | June 30, 2007 |
|                                     |  |                    |  |  |
| Interest expense                    |  |  $            | (2,587) |  |  $ | (2,376) |
| Interest income                     |  | 1,939              |  | 8,549  |
| Other income (expense)              |  | 569                |  | (104) |
| Income tax benefit                  |  | 15,659             |  | 19,287  |
|                                     |  |                    |  |  |  |  |

***Interest Expense***Interest expense remainedrelatively consistent for the three months ended June 28, 2008 as compared tothe three months ended June 30, 2007.  

***Interest Income***Interest income has decreasedprimarily because of the decrease in cash, cash equivalents and investmentbalances.  During the first quarter of fiscal 2008, interest income was higherdue to the increase in cash, cash equivalents and investment balances thatresulted from the issuance of the two series of convertible subordinated notesfor which we received proceeds totaling $366.2 million.  A portion of these proceedswere subsequently used during the third quarter of fiscal 2008 for the purchaseof Sirenza. 

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***Income Taxes***In accordance with APBOpinion No. 28, *"Interim Financial Reporting,"* our provision for incometaxes for prior interim reporting periods has generally been calculated by applyingan estimate of the annual effective tax rate for the full fiscal year to"ordinary" income or loss (pre-tax income or loss excluding unusual orinfrequently occurring discrete items) for the reporting period.  For the threemonths ended June 28, 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.  We haveapplied this provision as the year-to-date "ordinary" loss exceeds theanticipated "ordinary" loss for the fiscal year.

Income tax benefit for thethree months ended June 28, 2008 was $15.7 million, which is comprisedprimarily of a tax benefit related to domestic operations, a tax expenserelated to international operations, and a tax benefit related to an increasein state income tax credits.  Income tax benefit for the three months endedJune 30, 2007 was $19.3 million, comprised primarily of a tax benefit relatedto a reduction in the deferred tax asset valuation reserve, a tax expenserelated to an Internal Revenue Service examination, and a tax expense relatedto 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 June 28, 2008, we had working capital of approximately$460.4 million, including $116.6 million in cash and cash equivalents, comparedto working capital at June 30, 2007 of $852.9 million, including $290.8 millionin cash and cash equivalents.  

***Cash Flows fromOperating Activities***Operating activities for the threemonths ended June 28, 2008 used $2.9 million in cash, compared to generating $4.7million of cash in the three months ended June 30, 2007.  This year-over-year decreasewas primarily attributable to an increase in accounts receivable balancespartially offset by a decrease in inventory.  The increase in the accountsreceivable balance was largely driven by a higher proportion of sales occurringat the end of the first quarter of fiscal 2009 as well as lower cashcollections (days sales outstanding (DSO) was 44 days at June 28, 2008 comparedto 36 days at June 30, 2007, primarily due to a change in our customer base resultingfrom our diversification strategy). ***Cash Flows from Investing Activities***Net cash used in investing activities for the threemonths ended June 28, 2008 was $10.3 million compared to net cash used byinvesting activities of $319.6 million for the three months ended June 30, 2007,due primarily to higher investing activities in the first quarter of fiscal2008, related to the proceeds received from our convertible debt offering inApril 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) resultingfrom 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 firstquarter of fiscal 2009, capital expenditures totaled approximately $18.5million.  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.***Cash Flows fromFinancing Activities***Net cash used by financingactivities was $0.3 million for the three months ended June 28, 2008, comparedto cash provided by financing activities of $376.5 million for the three monthsended June 30, 2007, primarily due to higher financing activities in the firstquarter of fiscal 2008 related to the private placement of convertiblesubordinated notes in April 2007.  We issued $200 million aggregate principalamount of 0.75% Convertible Subordinated Notes due 2012 and $175 millionaggregate principal amount of 1.00% Convertible Subordinated Notes due 2014. The two series of notes were issued in a private placement to Merrill Lynch,Pierce, Fenner & Smith Incorporated for resale to qualified institutionalbuyers.  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.  

** **

** **

** **

** **

** **

** **

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**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 ofJune 28, 2008 and June 30, 2007, the outstanding balance of this loan totaled approximately$17.1 million and $21.3 million, respectively.

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 is definedas (i) operating income under GAAP, plus (ii) depreciation and amortizationexpense, plus (iii) all non-cash expenses and losses, minus all non-cash incomeand gains.  

*Convertible Debt*  During 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 June 28, 2008, the 0.75%convertible notes and the 1.00% convertible notes had a fair value of $151.0million and $118.0 million, respectively. There was no trading activity relatedto the 0.75% or the 1.00% convertible subordinated notes during the firstquarter of fiscal 2008.

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.  The 1.50% convertible subordinatednotes had a fair value of $210.7 million and $232.3 million as of June 28, 2008and June 30, 2007, respectively. 

*Capital Commitments* At June 28, 2008, we had short-term capitalcommitments of approximately $11.8 million, consisting of approximately $9.4million 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 there is asignificant decrease in demand for our products, or in the event that growth isfaster than we had anticipated, operating cash flows may be insufficient tomeet our needs.  If existing resources and cash from operations are notsufficient to meet our future requirements or if we perceive conditions to befavorable, we may seek additional debt or equity financing, additional creditfacilities, enter into sale-leaseback transactions or obtain asset-basedfinancing.  We maintain a $500.0 million shelf registration statement providingfor the offering from time to time of debt securities, common stock, preferredstock, depositary shares, warrants and subscription rights.  We do not,however, currently have any plans to issue any securities under thisregistration statement.  We cannot be sure that any additional equity or debtfinancing will not be dilutive to holders of our common stock.  Further, wecannot be sure that additional equity or debt financing, if required, will beavailable on favorable terms, if at all.

*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 U.S. and in numerous foreign jurisdictions.  Our domestic and foreign tax liabilities aresubject to the allocation of revenues and expenses in different jurisdictions.  Additionally,the amount of taxes paid is subject to our interpretation of applicable taxlaws in the jurisdictions in which we operate.  We are subject to audits by taxauthorities.  While we endeavor to comply with all applicable tax laws, therecan be no assurance that a governing tax authority will not have a differentinterpretation of the law than we do or that we will comply in all respectswith applicable tax laws, which could result in additional taxes.  There can beno assurance that the outcomes from these audits will not have an adverseeffect on our results of operations in the period during which the review is conducted.

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*Other******* **During fiscal 2007, we received a notification from acustomer with respect to a failure in the field of one of our products due toan alleged defect in the products.  We have identified this defect and areworking with our customer to replace these defective products at an estimatedcost of $1.5 million, which is included in current liabilities. 

**RESTRUCTURING**

Inthe first quarter of fiscal 2009, we began execution of a restructuring plan toreduce our investments in wireless systems and consolidate our production testfacilities.  We are reducing investments in our cellular transceiverbusiness and eliminating our GPSsolutions business, in order to focus on core RF component opportunities and we are consolidatingour production test facilities in order to reduce cycle time, better serve ourcustomer base and improve our overall profitability.

Aspart of this restructuring, we expect to reduce our global workforce byapproximately 10 percent.  As of June 28, 2008, we have recorded restructuringcharges of approximately $26.6 million related to one-time employee terminationbenefits and impaired assets (including machinery and equipment and leaseholdimprovements), expenditures related to the closure and consolidation offacilities, and contract termination costs.  In the first quarter of fiscal2009, the restructuring charges were recorded in "other operating expense."  Duringthe remainder of fiscal 2009, we expect to have approximately $23.0 million ofadditional restructuring charges recorded associated with one-time employeetermination benefits, asset impairments as well as lease and other contractterminations.  We expect the restructuring to be substantially completed by thethird quarter of fiscal 2009, with additional on-going expenses for leases andother contracts. As a result of our strategic restructuring, we currently expect to eliminateapproximately $75.0 million in annual product development expenses related tothe reduction in our wireless systems business.

**BUSINESSACQUISTION**

On April 26, 2008, wecompleted the acquisition of UMC for approximately $24.1 million in cash, includingtransaction 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**

There have been no materialchanges to our market risk exposures during the first three months of fiscal2009.  For a discussion of our exposure to market risk, refer to Item 7A,Quantitative and Qualitative Disclosures About Market Risks, contained in our2008 Annual Report on Form 10-K.

**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 internal controlover financial reporting that occurred during the period covered by this reportthat have materially affected, or are reasonably likely to materially affect,the Company's internal control over financial reporting.

**PART II - OTHERINFORMATION**

**ITEM 1.     LEGAL PROCEEDINGS**

We had been named a defendantin a patent infringement lawsuit, captioned Lemelson Medical, Education &Research Foundation, LP v. Broadcom Corporation; RF Micro Devices, Inc.;SanDisk Corporation; TransSwitch Corporation; WJ Communications, Inc., filedAugust 3, 2001, in the U.S. District Court for the District of Arizona byLemelson Medical, Education & Research Foundation, LP.  The suit allegedthat we infringed claims of certain patents.  The lawsuit was settled duringthe second quarter of fiscal 2009 for a nominal license fee. 

 

**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:  August 7, 2008

 
/s/ William A. Priddy, Jr.

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

 
Vice President of  Administration and Secretary  (Principal Financial Officer)

     

Date:  August 7, 2008

 
/s/ Barry D. Church

 Barry D. Church
 
Vice President and Corporate  Controller

 
(Principal Accounting  Officer)

23

**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  

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

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