UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): ~~August~~October 5 23, 2008

Centillium Communications, Inc.

(Exact name of registrant as specified in its charter)

Delaware	000-30649	94-3263530
(State or Other Jurisdiction of Incorporation or Organization)	(Commission File Number)	(IRS Employer Identification Number)

255 Fourier Avenue
Fremont, California 94539

(Address of principal executive offices including zip code)

(510) 771-3700

(Registrant's telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 25.02. ~~Results~~ Departure of ~~Operations~~Directors ~~and~~or ~~Financial~~Certain ~~Condition~~Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On ~~August~~October 5 23, 2008, the Board of Directors of Centillium Communications, Inc. ~~issued~~("Centillium") aapproved ~~press~~the amendment ~~release~~of ~~announcing~~the ~~its~~(1) ~~financial results~~the ~~for~~Change ~~the~~of ~~second~~Control ~~quarter~~Severance ~~ended~~Agreement ~~June~~dated 30as of December 14, ~~2008~~2000, as amended by Amendment No. A1 ~~copy~~to Change of Control Severance Agreement between Faraj Aalaei and Centillium and (2) the ~~press~~Amended ~~release~~and isRestated ~~furnished~~Change of Control Severance Agreement dated as ~~Exhibit~~of ~~99.1~~February to16, ~~this~~2007 ~~report~~between Linda C. Reddick and isCentillium ~~incorporated~~(such ~~herein~~amendments, bycollectively, ~~reference~~the "Change of Control Agreement Amendments"). The Change of Control Agreements were amended to revise the terms of the change of Control Agreements to provide for a definition of "Good Reason" that satisfies the "safe harbor" definition provided for in the final treasury regulations issued pursuant to Section 409A of the Internal Revenue Code with respect to certain of the payments that may be provided pursuant to the Agreements. The Change of Control Agreement Amendments will not increase the amounts payable to Mr. Aalaei and Ms. Reddick under their Change of Control Severance Agreement and Amended and Restated Change of Control Severance Agreement, respectively.

~~Item~~ The ~~9.01.~~Amendments ~~Financial~~to ~~Statements~~Change ~~and~~of ~~Exhibits~~Control Agreements are attached as exhibits to this Current Report on Form 8-K.

~~(d)~~ Item 9.01 Financial Statements and Exhibits.

ExhibitNumber	Description
Exhibit 99.1	Press Release dated August 5 , 2008.*

(d) Exhibits.

* Pursuant to Item 2.02 of Form 8-K, Exhibit 99.1 shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall be expressly set forth by specific reference in such filing.

Exhibit Number	Description
10.1	Amendment to Change of Control Severance Agreement dated October 23, 2008 between Centillium Communications, Inc. and Faraj Aalaei.
10.2	Amendment to Change of Control Severance Agreement dated October 23, 2008 between Centillium Communications, Inc. and Linda C. Reddick.

SIGNATURES

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 thereunto duly authorized.


	Centillium Communications, Inc.


	By:	/s/ Linda Reddick



	Linda Reddick
	Chief Financial Officer

Dated: ~~August~~October 5 23, 2008

EXHIBIT INDEX

ExhibitNumber	Description
Exhibit 99.1 *	Press Release dated August 5 , 2008. (PDF format provided as a courtesy).
10.1	Amendment to Change of Control Severance Agreement dated October 23, 2008 between Centillium Communications, Inc. and Faraj Aalaei. (PDF format provided as a courtesy).
10.2	Amendment to Change of Control Severance Agreement dated October 23, 2008 between Centillium Communications, Inc. and Linda C. Reddick. (PDF format provided as a courtesy).

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