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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549





Form 10-K/A

(Amendment No. 1)







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

For the fiscal year ended December 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 000-21507





POWERWAVE TECHNOLOGIES, INC.

(Exact name of registrant as specified in its
charter)







|                                                               |  |                                     
|-------------------------------------------------------------- |  | ------------------------------------
|Delaware                                                       |  | 11-2723423                          
|(State or other jurisdiction of incorporation or organization) |  | (I.R.S. Employer Identification No.)

1801 E. St. Andrew Place, Santa Ana, CA 92705

(Address of principal executive offices, zip code)

(714) 466-1000

(Registrants telephone number, including area code)





Securities registered pursuant to Section 12(b) of the Act: Common Stock, Par Value $0.0001 NASDAQ Global Select Market

Securities registered pursuant to Section 12(g) of the Act: None





Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities
Act.    Yes  x    No   ̈

Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or 15(d) of the Exchange Act.    Yes   ̈    No  x

Indicate by check mark whether
the Registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past 90 days.    Yes  x    No   ̈



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

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



|                        |  |   |  |                           |  |  
|----------------------- |  | - |  | ------------------------- |  | -
|Large accelerated filer |  |  ̈ |  | Accelerated filer         |  | x
|                        |  |   | 
|Non-accelerated filer   |  |  ̈ |  | Smaller reporting company |  |  ̈

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

As of June 29, 2008, the aggregate market value of the voting stock of the Registrant held by non-affiliates of the Registrant was $529,546,515 computed using the closing price of $4.05 per share of Common Stock
on June 27, 2008, the last trading day of the second quarter, as reported by NASDAQ, based on the assumption that directors and officers and more than 10% stockholders are affiliates. As of February 25, 2009 the number of outstanding
shares of Common Stock, par value $0.0001 per share, of the Registrant was 131,978,122.

Documents Incorporated by Reference



|                                                                                                                                                                                                                                                                    |  |                               
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ------------------------------
|Document Description                                                                                                                                                                                                                                                |  | 10-K Part                     
|Portions of the Registrants notice of annual meeting of stockholders and proxy statement to be filed pursuant to Regulation 14A within 120 days after Registrants fiscal year ended
December 28, 2008 are incorporated by reference into Part III of this report. |  | III (Items 10, 11, 12, 13, 14)









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POWERWAVE TECHNOLOGIES, INC.

INDEX





|                 |  |          |  |                                         |  |  
|---------------- |  | -------- |  | --------------------------------------- |  | -
|                 | 
|EXPLANATORY NOTE |  | 3       
|                 |  |          | 
|PART IV          |  |          |  |                                         |  | 4
|                 |  |          | 
|                 |  | ITEM 15. |  | Exhibits, Financial Statement Schedules |  | 4
|                 | 
|SIGNATURES       |  | 5       



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EXPLANATORY NOTE

Powerwave Technologies, Inc. (the Company) is filing this Amendment No. 1 to its Annual Report on Form 10-K for the fiscal year ended
December 28, 2008 to correct a typographical error in Exhibit 23.1, Consent of Independent Public Accounting Firm included in Part IV, Item 15. Except for the revised Exhibit 23.1 of Part IV, Item 15, no other information included in the
Companys Form 10-K is changed by this Amendment No. 1.



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PART IV



|ITEM 15. | EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
|-------- | ------------------------------------------

(a) Documents filed
as a part of this report:



| | (3) | Exhibits
| | --- | --------

The following exhibits are filed as part of this Report:



|               |  |                                                                                                                   
|-------------- |  | ------------------------------------------------------------------------------------------------------------------
|Exhibit Number |  | Description                                                                                                       
|               | 
|23.1           |  | Consent of Independent Registered Public Accounting Firm.                                                         
|               | 
|31.1           |  | Certification of the Chief Executive Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934.
|               | 
|31.2           |  | Certification of the Chief Financial Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934.



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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized, in the City of Santa Ana, State of California, on the 4th day of March 2009.



POWERWAVE TECHNOLOGIES, INC.By:

/s/ KEVIN T. MICHAELSKevin T. MichaelsChief Financial Officer (Principal Financial and Accounting Officer)


Pursuant to the requirements of the Securities Exchange Act of 1934, this Amendment
No. 1 to Annual Report on Form 10-K has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.



|                      |  |                                                                               |  |              
|--------------------- |  | ----------------------------------------------------------------------------- |  | -------------
|Signature             |  | Title                                                                         |  | Date         
|                      |  |                                                                              
|*                     |  | President, Chief Executive Officer and Director (Principal Executive Officer) |  | March 4, 2009
|Ronald J. Buschur     |  |                                                                              
|                      |  |                                                                              
|/s/ KEVIN T. MICHAELS |  | Chief Financial Officer                                                       |  | March 4, 2009
|Kevin T. Michaels     |  | (Principal Financial and Accounting Officer)                                  | 
|                      |  |                                                                              
|*                     |  | Chairman of the Board of Directors                                            |  | March 4, 2009
|Carl W. Neun          |  |                                                                              
|                      |  |                                                                              
|*                     |  | Director                                                                      |  | March 4, 2009
|John L. Clendenin     |  |                                                                              
|                      |  |                                                                              
|*                     |  | Director                                                                      |  | March 4, 2009
|Moiz M. Beguwala      |  |                                                                              
|                      |  |                                                                              
|*                     |  | Director                                                                      |  | March 4, 2009
|David L. George       |  |                                                                              
|                      |  |                                                                              
|*                     |  | Director                                                                      |  | March 4, 2009
|Eugene L. Goda        |  |                                                                              
|                      |  |                                                                              
|*                     |  | Director                                                                      |  | March 4, 2009
|Ken J. Bradley        |  |                                                                              



|     |  |                                     
|---- |  | ------------------------------------
|     | 
|*By: |  | /s/ KEVIN T. MICHAELS               
|     |  | Kevin T. Michaels (Attorney-in-Fact)



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