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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q/A



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

For the quarterly period ended July 2, 2006

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)

Registrants telephone number, including area code: (714) 466-1000

Not applicable

(Former name, former address and former fiscal year, if changed since last report)

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 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  x                    Accelerated filer ̈Non-accelerated filer ̈

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

As of August 4, 2006, the number of outstanding shares of Common Stock, par value $0.0001 per share,
of the Registrant was 112,540,830.



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EXPLANATORY NOTE

Powerwave Technologies, Inc. is filing this Amendment on Form 10-Q/A to amend and correct four errors in Note 14, Segments and Geographic Data. For the
three and six months ended July 2, 2006, operating income for the wireless communications segment should be $12,789,000 and $8,887,000, respectively, not $13,527,000 and $15,340,000. For the three and six months ended July 2, 2006, operating income
for the contract manufacturing segment should be $347,000 and $1,389,000, respectively, not ($391,000) and ($5,064,000). A corrected version of Note 14 is set forth below:

The following schedule presents an analysis of certain financial information for these two business segments:



|                        |  |                    |         |             |                  |         |             |  |             |         |  |   |        
|----------------------- |  | ------------------ | ------- | ----------- | ---------------- | ------- | ----------- |  | ----------- | ------- |  | - | -------
|                        |  | Three Months Ended |         |             | Six Months Ended
|                        |  | July 2,2006        |         | July 3,2005 |                  |         | July 2,2006 |  | July 3,2005
|Net sales:              |  |                    |         |             |                  |         |             |  |             |         |  |   |        
|Wireless communications |  | $                  | 219,555 |             | $                | 174,538 |             |  | $           | 401,366 |  | $ | 326,926
|Contract manufacturing  |  |                    | 12,839  |             |                  | 11,796  |             |  |             | 24,093  |  |   | 21,587 
|                        |  |                    |         |             |                  |         |             |  |             |         |  |   |        
|Total net sales         |  | $                  | 232,394 |             | $                | 186,334 |             |  | $           | 425,459 |  | $ | 348,513
|                        |  |                    |         |             |                  |         |             |  |             |         |  |   |        
|Operating income:       |  |                    |         |             |                  |         |             |  |             |         |  |   |        
|Wireless communications |  | $                  | 12,789  |             | $                | 11,564  |             |  | $           | 8,887   |  | $ | 16,663 
|Contract manufacturing  |  |                    | 347     |             |                  | (436    | )           |  |             | 1,389   |  |   | 613    
|                        |  |                    |         |             |                  |         |             |  |             |         |  |   |        
|Total operating income  |  | $                  | 13,136  |             | $                | 11,128  |             |  | $           | 10,276  |  | $ | 17,276 
|                        |  |                    |         |             |                  |         |             |  |             |         |  |   |        



|                        |  |              |           |                |   |          
|----------------------- |  | ------------ | --------- | -------------- | - | ---------
|                        |  | July 2, 2006 |           | January 1,2006
|Total assets:           |  |              |           |                |   |          
|Wireless communications |  | $            | 1,143,039 |                | $ | 1,095,670
|Contract manufacturing  |  |              | 45,131    |                |   | 34,580   
|                        |  |              |           |                |   |          
|Total assets            |  | $            | 1,188,170 |                | $ | 1,130,250
|                        |  |              |           |                |   |          



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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Amendment to be signed on its behalf by the undersigned, thereunto duly authorized.



|                      |  |  |  |     |  |                              |  |                                          
|--------------------- |  |  |  | --- |  | ---------------------------- |  | -----------------------------------------
|                      |  |  |  |     |  | POWERWAVE TECHNOLOGIES, INC.
|                      |  |  | 
|Date: August 14, 2006 |  |  |  | By: |  | /s/    KEVIN T.
MICHAELS    
|                      |  |  |  |     |  |                              |  | Kevin T. Michaels Chief Financial Officer