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): February 21, 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 3.01    Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

On February 21, 2008, Centillium Communications, Inc. (the "Company") received a notice from The Nasdaq Stock Market ("Nasdaq") stating that the Company is not in compliance with the requirements for continued inclusion under Nasdaq Marketplace Rule 4450(a)(5). Nasdaq stated in its notice that, in accordance with the Nasdaq Marketplace Rules, the Company will be provided 180 calendar days, or until August 19, 2008, to regain compliance. The Company issued a press release on February 27, 2008, a copy of which is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01    Financial Statements and Exhibits.

(d)   Exhibits

Exhibit
Number


Description


Exhibit 99.1

Press Release issued by Centillium Communications, Inc., dated February 27, 2008








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 therunto duly authorized.

  Centillium Communications, Inc.

  By:  /s/ Linda Reddick
 
  Linda Reddick
  Chief Financial Officer

Dated: February 27, 2008






EXHIBIT INDEX

Exhibit
Number


Description


Exhibit 99.1

Press Release issued by Centillium Communications, Inc., dated February 27, 2008   ( PDF format provided as a courtesy)








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