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): ~~January~~August 155 , 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 12.0102. ~~Entry~~Results ~~into~~of aOperations ~~Material~~and ~~Definitive~~Financial ~~Agreement~~Condition.

On ~~January~~August 155 , 2008, Centillium Communications, Inc. ~~("Centillium")~~issued ~~entered into~~ a ~~definitive~~press ~~Asset Purchase~~release ~~Agreement~~announcing ~~(the~~its ~~"Asset Purchase Agreement") with Ikanos Communications, Inc. ("Ikanos"). The~~financial ~~Asset~~results ~~Purchase~~for ~~Agreement provides that Ikanos will purchase certain assets and assume certain liabilities relating to Centillium's DSL business (~~the ~~"DSL~~second ~~Business")~~quarter ~~for~~ended ~~total~~June ~~consideration of approximately $12~~30,~~000,000~~ ~~in cash, subject to the terms and conditions set forth in the Asset Purchase Agreement~~2008. ~~Fifteen~~ ~~percent~~A ~~(15%)~~copy of the ~~purchase~~press ~~price~~release ~~will~~is ~~be held in an escrow for one~~furnished ~~year~~ as ~~security~~Exhibit ~~for~~99.1 ~~certain~~to ~~indemnity~~this ~~obligations~~report ~~including breaches of representations~~ and ~~warranties~~is ~~made~~incorporated herein by ~~Centillium~~reference.

InItem ~~addition,~~9.01. ~~Centillium~~Financial ~~and~~Statements ~~Ikanos will enter into several ancillary agreements, including a transition services agreement, cross license agreement~~ and ~~certain other agreements in connection with this transaction~~Exhibits.

The Asset Purchase Agreement contains customary representations and warranties, as well as covenants by each of the parties thereto, and indemnification provisions whereby each party agrees to indemnify the other for breaches of representations, warranties and covenants and certain other matters.(d) Exhibits

The purchase of Centillium's DSL Business by Ikanos is subject to customary closing conditions, including, but not limited to, the receipt of specified third party consents.

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

~~The~~ * Pursuant ~~foregoing~~to ~~summary~~Item 2.02 of ~~the~~Form ~~Asset~~8-K, ~~Purchase~~Exhibit ~~Agreement~~99.1 ~~does~~shall not ~~purport to~~ be ~~complete~~deemed ~~and~~"filed" isfor ~~qualified~~purposes inof ~~its~~Section ~~entirety~~18 byof the ~~Asset~~Securities ~~Purchase~~Exchange ~~Agreement,~~Act ~~which~~of is1934, ~~attached~~nor ~~hereto~~shall asit ~~Exhibit~~be ~~10.59~~deemed ~~and is~~ incorporated ~~herein~~ by reference. ~~The~~in ~~press~~any ~~release issued~~filing byunder ~~Centillium announcing~~ the ~~signing~~Securities Act of ~~the~~1933, except ~~Asset~~as ~~Purchase~~shall ~~Agreement~~be isexpressly ~~filed~~set asforth ~~Exhibit~~by ~~99.1~~specific ~~hereto~~reference in such filing.

~~Item 9.01. Financial Statements and Exhibits.~~ SIGNATURES

~~(d) Exhibits~~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.

ExhibitNumber	Description
Exhibit 10.59	Asset Purchase Agreement dated as of January 15, 2008 between Ikanos Communications, Inc. and Centillium Communications, Inc.
Exhibit 99.1	Press Release issued by Centillium Communications, Inc., dated January 15, 2008.


	Centillium Communications, Inc.

~~SIGNATURES~~By: /s/ Linda Reddick

~~Pursuant~~Linda toReddick ~~the~~Chief ~~requirements~~Financial ~~of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned therunto duly authorized.~~Officer

~~Centillium~~Dated: August ~~Communications~~5 , ~~Inc.~~2008

~~By:~~ ~~/s/~~EXHIBIT ~~Linda Reddick~~INDEX

Linda Reddick Chief Financial Officer

Exhibit Number	Description
Exhibit 99.1 *	Press Release dated August 5 , 2008. (PDF format provided as a courtesy).

~~Dated: January~~ * 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, ~~2008~~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 INDEX

ExhibitNumber	Description
Exhibit 10.59	Asset Purchase Agreement dated as of January 15, 2008 between Ikanos Communications, Inc. and Centillium Communications, Inc. (PDF format provided as a courtesy).
Exhibit 99.1	Press Release issued by Centillium Communications, Inc., dated January 15, 2008. (PDF format provided as a courtesy).

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