Endwave Corp - Amended Statement of Beneficial Ownership (3/A)

FORM 3	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES	OMB APPROVAL OMB Number: 3235-0104 Expires: January 31, 2008 Estimated average burden hours per response... 0.5
	Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

1. Name and Address of Reporting Person ^*

EagleRock Capital Management, L.L.C.

2. Date of Event Requiring Statement (MM/DD/YYYY) 12/24/2007

3. Issuer Name and Ticker or Trading Symbol

ENDWAVE CORP [ENWV]

(Last) (First) (Middle)

24 WEST 40TH ST., 10TH FLOOR

4. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director ___ X ___ 10% Owner
_____ Officer (give title below) _____ Other (specify below)

(Street)

NEW YORK, NY 10018

(City) (State) (Zip)

5. If Amendment, Date Original Filed (MM/DD/YYYY)

1/3/2008

6. Individual or Joint/Group Filing (Check Applicable Line)

___ Form filed by One Reporting Person
_ X _ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1.Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	1445658	I	See Footnote ⁽¹⁾

*Table II - Derivative Securities Beneficially Owned ( e.g.* , puts, calls, warrants, options, convertible securities)**
1. Title of Derivate Security (Instr. 4)	2. Date Exercisable and Expiration Date (MM/DD/YYYY)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivate Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security		6. Nature of Indirect Beneficial Ownership (Instr. 5)

Explanation of Responses:

( 1)

The securities disclosed in this Form 3 are directly owned by certain funds, including EagleRock Institutional Partners, LP (the "Funds"), of which EagleRock Capital Management, LLC ("EagleRock") is the investment manager. Mr. Nader Tavakoli is the managing member and principal of EagleRock. By reason of the provisions of Rule 16a-1 under the Securities Exchange Act of 1934, as amended (the "Act"), EagleRock and Mr. Tavakoli may be deemed to be the beneficial owners of the securities beneficially owned by the Funds. EagleRock and Mr. Tavakoli hereby disclaim beneficial ownership of all such securities, except to the extent of any indirect pecuniary interest therein.

Remarks:
This Form 3 is being filed to amend the original Form 3 filed by EagleRock and Mr. Tavakoli on January 3, 2007, solely for
the purpose of adding EagleRock Institutional Partners, LP as a Reporting Person. EagleRock Institutional Partners, LP was
not included in the original Form 3. EagleRock and Mr. Tavakoli are the indirect beneficial owners of the securities held
directly by EagleRock Institutional Partners, LP. EagleRock Institutional Partners, LP disclaims beneficial ownership of
all securities reported on this form, except to the extent of any pecuniary interest therein.

Reporting Owners
Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
EagleRock Capital Management, L.L.C. 24 WEST 40TH ST., 10TH FLOOR NEW YORK, NY 10018		X
NADER TAVAKOLI 24 WEST 40TH ST., 10TH FLOOR NEW YORK, NY 10018		X
EagleRock Institutional Partners, LP 24 WEST 40TH ST., 10TH FLOOR NEW YORK, NY 10018		X

Signatures
Nader Tavakoli, Managing Member of EagleRock Capital Management, LLC		1/10/2008
^** Signature of Reporting Person		Date
Nader Tavakoli		1/10/2008
^** Signature of Reporting Person		Date
Nader Tavakoli, Managing Member of EagleRock Institutional GP, LLC, general partner of EagleRock Institutional Partners, LP		1/10/2008
^** Signature of Reporting Person		Date

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
*	If the form is filed by more than one reporting person, see Instruction 5(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note:	File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.