~~Table~~UNITED ofSTATES SECURITIES ~~Contents~~AND EXCHANGE COMMISSION

~~UNITED~~Washington, ~~STATES SECURITIES~~DC ~~AND EXCHANGE COMMISSION~~20549

~~Washington,~~FORM ~~D.C. 20549~~8-K

~~FORM~~CURRENT ~~8-K~~REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

~~CURRENT~~Date ~~REPORT PURSUANT~~of TOReport ~~SECTION 13 or 15~~(d)Date OFof ~~THE SECURITIES~~earliest ~~EXCHANGE~~event ~~ACT~~reported): OFMay 5, ~~1934~~ 2011

~~Date~~TOLLGRADE ~~of report (Date of earliest event reported): April 27~~COMMUNICATIONS, ~~2011~~INC.

~~TOLLGRADE~~(Exact ~~COMMUNICATIONS,~~Name ~~INC.~~ of Registrant as Specified in Its Charter)

Pennsylvania (~~Exact~~State ~~Name~~or Other Jurisdiction of ~~Registrant~~Incorporation) as000-27312 ~~Specified~~(Commission inFile ~~Charter~~Number) 25-1537134 (IRS Employer Identification Number)

Pennsylvania		000-27312		25-1537134
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)

3120 Unionville Rd., Suite 400
Cranberry Twp., PA 16066
(Address of Principal Executive Offices) (Zip Code)

3120 Unionville Road, Suite 400
Cranberry Township, Pennsylvania		16066
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number, including area code: (724) 720-1400

N/A ~~Registrant’s~~(Former ~~telephone~~name ~~number~~or former address, ~~including~~if ~~area~~changed ~~code:~~since ~~(724~~last report.) ~~720-1400~~

~~(Former~~Check ~~Name~~the orappropriate ~~Former~~box ~~Address,~~below if ~~Changed~~the ~~Since~~Form ~~Last~~8-K ~~Report)~~filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

~~Check~~o Written ~~the~~communications ~~appropriate~~pursuant ~~box below if the Form 8-K filing is intended~~ to ~~simultaneously~~Rule 425 ~~satisfy~~under the ~~filing~~ ~~obligation~~Securities ofAct ~~the~~(17 ~~registrant~~CFR ~~under any of the following provisions:~~230.425)

o Soliciting ~~Written~~material ~~communications~~ pursuant to Rule 14a-12 ~~425~~ under the ~~Securities~~Exchange Act (17 CFR ~~230~~240.~~425~~14a-12)

o Pre-commencement ~~Soliciting~~communications ~~material~~ pursuant to Rule ~~14a~~ 14d-122(b) under the Exchange Act (17 CFR 240.~~14a~~14d-122(b))

o Pre-commencement communications pursuant to Rule ~~14d~~ 13e-24(bc) under the Exchange Act (17 CFR 240.~~14d~~13e-24(bc))

oItem ~~Pre-commencement~~5.07 ~~communications~~Submission ~~pursuant~~of Matters to ~~Rule~~a ~~13e-4(c)~~Vote ~~under~~of ~~the~~Security ~~Exchange Act (17 CFR 240.13e-4(c))~~Holders

~~TABLE~~ A OFSpecial ~~CONTENTS~~Meeting of Shareholders of Tollgrade Communications, Inc. (“Tollgrade”) was held on May 5, 2011. Represented at the meeting were 9,373,671 shares, or 71.6%, of Tollgrade’s 13,092,152 shares of common stock outstanding and entitled to vote at the meeting. Set forth below are the final voting results for the actions taken by the shareholders at the meeting.

	Item 8.01. Other Events.
			FOR		AGAINST		ABSTAIN
	Item 9.01 Financial Statements and Exhibits
1.		To adopt the Agreement and Plan of Merger, dated as of February 21, 2011, as it may be amended from time to time, by and among Tollgrade Communications, Inc., Talon Holdings, Inc., and Talon Merger Sub, Inc.		9,094,896		268,958		9,817
SIGNATURE
2.		To adjourn the Special Meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the time of the Special Meeting to adopt the Agreement and Plan of Merger.		8,941,867		399,279		32,525
EX-99.1
EX-99.2

~~Table~~Item of8.01 ~~Contents~~Other Events.

~~Item~~ On 8May 6, 2011, the Company issued a press release, which is attached hereto as Exhibit 99.~~01.~~1 and ~~Other~~incorporated ~~Events~~herein by reference.

AsItem ~~previously disclosed, Tollgrade Communications, Inc~~9.01 ~~(“Tollgrade,”~~Financial ~~“we”~~Statements ~~or the “Company”) entered into an Agreement~~ and ~~Plan of Merger, dated as of February 21, 2011 (the “Merger Agreement”), with Talon Holdings, Inc~~Exhibits. (“Parent”) and Talon Merger Sub, Inc. (“Merger Sub”), a wholly-owned subsidiary of Parent, pursuant to which Merger Sub is to be merged with and into the Company, with the Company surviving the Merger as a wholly-owned subsidiary of Parent upon completion of the merger. Parent is owned by investment funds managed by Golden Gate Private Equity, Inc. On April 1, 2011, we filed a definitive proxy statement describing the proposed merger with the Securities and Exchange Commission.

Four purported class action lawsuits have been filed against the Company, the Company’s directors, and in some cases, Parent, Merger Sub and Golden Gate Capital in connection with the proposed merger: Steven Tencza vs. Edward H. Kennedy, et al. (~~Case No. GD-11-003755 (Derivative~~d) ~~and Case No.~~ ~~GD-11-006284 (Class Action)) and Vladimir Gusinsky Revocable Trust vs~~Exhibits. ~~Edward H.~~ Kennedy, et al. (Case No. GD-11-003908 (Derivative) and Case No. GD-11-006285 (Class Action)), which were filed on February 24, 2011 and on March 1, 2011, respectively, in the Court of Common Pleas of Allegheny County, Pennsylvania; Equity Benefit Partners vs. Edward H. Kennedy, et al. (Case No. 11-10364), filed in the Court of Common Pleas of Butler County, Pennsylvania on March 18, 2011, and Margaret W. Crouthamel vs. Edward H. Kennedy, et al., filed in the U.S. District Court for the Western District of Pennsylvania (Case No. 2:11-cv-00403-RCM) on March 28, 2011. On April 5, 2011, the Tencza and Vladimir Gusinsky Revocable Trust cases were consolidated at In re Tollgrade Communications, Inc. Derivative and Class Action Litigation, Consolidated Case No. GD-11-003755. On April 19, 2011, the Vladimir Gusinsky Revocable Trust case was severed and voluntarily dismissed by the plaintiff with the court’s approval. On April 27, 2011, we and the plaintiffs in Tencza and Equity Benefit Partners reached an agreement in principle providing for the settlement and dismissal of their lawsuits. Pursuant to that agreement, we agreed to make certain supplemental disclosures regarding the proposed merger and filed a supplement (the “supplement”) to our definitive proxy statement on April 27, 2011.

~~A copy of the supplement to our definitive proxy statement is attached as Exhibit 99.1 to this Current Report on Form 8-K, and is incorporated herein by reference.~~ The ~~foregoing~~following ~~description~~exhibit ~~of the settlement of the Tencza and Equity Benefit Partners lawsuits~~ is ~~qualified~~filed ~~in its entirety by~~herewith: ~~reference to the summary thereof set forth in the supplement.~~

Additional Information and Where to Find It


Exhibit		Description

99.1		Press Release, dated May 6, 2011

~~In connection with the proposed merger, the Company filed its definitive proxy statement and a~~SIGNATURE form of proxy on Schedule 14A on April 1, 2011 and other related materials with the SEC. The definitive proxy statement and proxy were first mailed to shareholders of the Company on or about April 4, 2011. BEFORE MAKING ANY VOTING DECISION, THE COMPANY’S SHAREHOLDERS ARE URGED TO READ THE DEFINITIVE PROXY STATEMENT, ALL RELATED SUPPLEMENTS AND AMENDMENTS (IF ANY AND WHEN THEY BECOME AVAILABLE) AND ALL OTHER RELATED MATERIALS CAREFULLY BECAUSE THEY CONTAIN (AND WILL CONTAIN) IMPORTANT INFORMATION REGARDING THE PROPOSED MERGER AND RELATED

~~-2-~~ Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


	Tollgrade Communications, Inc.
Date: May 9, 2011	By:	/s/ Jennifer M. Reinke
		Name:	Jennifer M. Reinke
		Title:	General Counsel and Secretary

~~MATTERS.~~INDEX ~~Investors~~OF ~~and shareholders of the Company will be able to obtain, without charge, a copy~~EXHIBITS of the proxy statement, the supplement and other relevant documents filed with the SEC from the SEC’s website at http://www.sec.gov. Investors and shareholders of the Company will also be able to obtain, without charge, a copy of the proxy statement, the supplement and other relevant documents (when available) by directing a request by mail or telephone to Tollgrade Communications, Inc. Attn: Corporate Secretary, 3120 Unionville Road, Suite 400, Cranberry Township, PA 16066, telephone: (724) 720-1400, or from the Company’s website, http://www.tollgrade.com.

The Company and its directors and officers may be deemed to be participants in the solicitation of proxies from the Company’s shareholders with respect to the proposed merger. Information about the Company’s directors and executive officers and their ownership of the Company’s common stock is set forth in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2010, which was filed with the SEC on March 10, 2011, in the definitive proxy statement relating to the proposed merger, and in other filings with the SEC made by the Company. Shareholders may obtain additional information regarding the interests of the Company and its directors and executive officers in the proposed merger, which may be different than those of the Company’s shareholders generally, by reading the proxy statement and other relevant documents regarding the proposed merger.


Exhibit		Description

99.1		Press Release, dated May 6, 2011

Item 9.01 Financial Statements and Exhibits

(d) Exhibits.

Exhibit 99.1 — Proxy Statement Supplement, dated April 27, 2011.

Exhibit 99.2 — Press Release, dated April 27, 2011

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SIGNATURE

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

	Tollgrade Communications, Inc.
Date: April 27, 2011	By:	/s/ Jennifer M. Reinke
	Name:	Jennifer M. Reinke
	Title:	General Counsel and Secretary

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