SecProbe.io

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Mail Stop 0407
							September 27, 2004

Julianne M. Biagini, Senior VP and CFO
Endwave Corporation
776 Palomar Avenue
Sunnyvale, California 94085

RE:	Endwave Coporation
	Form 8-K filed September 24, 2004
            File No. 0-31635

Dear Ms. Biagini :

       We have the following comments with regard to the above
referenced filing.  We welcome any questions you may have about
our
comments.  Feel free to contact us at the telephone numbers listed
at
the end of this letter.

1. Refer to Item 9(a)(b) disclosure in Form 10-K filed on 3/30/04
for
the fiscal year ended December 31, 2003.  We note that Item
304(a)(1)(v) of Regulation S-K requires you to provide the
information regarding any reportable event (i.e. internal control
weakness, etc.) that the former accountant advised the company of
during the two most recent fiscal years and subsequent interim
period
through the date of termination.  Tell us why you have not have
disclosed any internal control weaknesses as a reportable event in
the Form 8-K, or revise the Form 8-K as necessary.

2. In detail, supplementally describe the nature of each
reportable
event and the amounts involved, if any.  Also, tell us in what
period
the reportable event occurred and whether or not you restated (or
intend to restate) any prior period for any adjustment resulting
from
the reportable event; and if not, why not. Tell us in detail the
steps you have taken (or plan to take) and procedures you
implemented
(or plan to implement) to correct each reportable event.

3. In addition, provide us with any letter or written
communication
to and from the former accountants regarding any disagreements or
reportable events to management or the Audit Committee.

4. To the extent that you make changes to the Form 8-K to comply
with
our comments, please obtain and file an updated Exhibit 16 letter
from the former accountants stating whether the accountant agrees
with the statements made in your revised Form 8-K.

Julianne M. Biagini, Senior VP and CFO
Endwave Corporation
September 24, 2004
Page 2

 	 We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be
certain that they have provided all information investors require.
Since the company and its management are in possession of all
facts
relating to a company`s disclosure, they are responsible for the
accuracy and adequacy of the disclosures they have made.

	In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that

* the company is responsible for the adequacy and accuracy of the
disclosure in the filings;
* staff comments or changes to disclosure in response to staff
comments in the filings reviewed by the staff do not foreclose the
Commission from taking any action with respect to the filing; and
* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

      In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filing or in
response to our comments on your filing.

	Please provide the supplemental information requested above
within 10 business days from the date of this letter.  The
supplemental information should be filed as correspondence on
EDGAR.
The amendment requested in the first comment above should be filed
as
promptly as possible and should be reviewed by the former
accountants.  The letter required by Exhibit 16 should cover the
revised disclosures.  Any questions regarding the above should be
directed to me at (202) 824-5265, or in my absence, to Robert
Benton
at (202) 942-1811.

							Sincerely,

							O. Nicole Holden
						            Staff Accountant

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