CTLM Centillium Communications (MM)

Explanatory Note:

This Registration Statement relates to 2,503,116 and 400,000 shares of common stock of Centillium Communications, Inc. (the "Registrant") that may be issued under the Registrant's 1997 Stock Plan and 2000 Employee Stock Purchase Plan, respectively, as a result of certain automatic annual increases in the number of authorized shares for issuance under such plans.

This Registration Statement is being filed for the purpose of increasing the number of securities of the same class as other securities for which a Registration Statement of the Registrant on Form S-8 relating to the same employee benefit plans is effective.

Registrant's Form S-8 Registration Statements filed with the Securities and Exchange Commission on October 24, 2000 (File No. 333-48534), March 6, 2001 (File No. 333-56610), March 29, 2002 (File No. 333-85236), February 18, 2003 (File No. 333-103271), March 5, 2004 (File No. 333-113318), March 11, 2005 (File No. 333-123280), March 16, 2006 (File No. 333-132485) and May 2, 2007 (File No. 333-142552) are hereby incorporated by reference.

There are hereby incorporated by reference into this Registration Statement the following documents and information heretofore filed with the Securities and Exchange Commission (the "Commission") by Centillium Communications, Inc.:

1. The Registrant's Quarterly Report on Form 10-Q/A for the quarter ended March 31, 2008, filed with the Commission on June 16, 2008;
2. The Registrant's Quarterly Report on Form 10-Q for the quarter ended March 31, 2008, filed with the Commission on May 12, 2008;
3. The Registrant's Annual Report on Form 10-K for the year ended December 31, 2007, filed with the Commission on March 17, 2008;
4. The Registrant's Current Reports on Form 8-K filed with the Commission on January 18, 2008, February 20, 2008 (excluding the portion thereof furnished under Item 2.02 of Form 8-K), February 27, 2008, April 25, 2008, May 12, 2008 (excluding the portion thereof furnished under Item 2.02 of Form 8-K) and June 04, 2008;
5. The description of Registrant's Common Stock contained in Registrant's Registration Statement on Form 8-A, filed with the Commission on May 17, 2000; and
6. The description of Registrant's Series A Participating Preferred Stock Purchase Rights contained in Registrant's Registration Statement on Form 8-A, filed with the Commission on December 31, 2002.

In addition, all documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934 (excluding any portions thereof furnished under Items 2.02 or 7.01 of Form 8-K) after the date of this Registration Statement on Form S-8 and prior to the filing of a post-effective amendment that indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be part hereof from the date of filing such documents.

Item 8. Exhibits.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Fremont, State of California, on the 17 ^th day of June, 2008.

	Centillium Communications, Inc.
By:	/s/ Faraj Aalaei
	Faraj Aalaei
	Chief Executive Officer

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each such person whose signature appears below constitutes and appoints, jointly and severally, Faraj Aalaei and Linda C. Reddick his true and lawful attorneys-in-fact, each with full power of substitution, for him in any and all capacities, to sign any amendments to this Registration Statement on Form S-8 (including post-effective amendments), and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Commission, granting unto said attorneys-in-fact, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that each of said attorneys-in-fact, or his substitute or substitutes, may do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated:

Signature	Title	Date
/s/ Kamran Elahian Kamran Elahian	Chairman of the Board	June 17, 2008
/s/ Faraj Aalaei Faraj Aalaei	Chief Executive Officer and Director (Principal Executive Officer)	June 17, 2008
/s/ Linda C. Reddick Linda C. Reddick	Chief Financial Officer (Principal Financial and Accounting Officer)	June 17, 2008
/s/ Jere Drummond Jere Drummond	Director	June 17, 2008
/s/ Sam Srinivasan Sam Srinivasan	Director	June 17, 2008
/s/ Robert C. Hawk Robert C. Hawk	Director	June 17, 2008

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INDEX TO EXHIBITS

Exhibit Number	Exhibit
5.1	Opinion of Pillsbury Winthrop Shaw Pittman LLP      PDF provided as courtesy
23.1	Consent of Independent Registered Public Accounting Firm      PDF provided as courtesy
23.2	Consent of Pillsbury Winthrop Shaw Pittman LLP (included in Exhibit 5.1)
24.1	Power of Attorney (see signature page)
99.1	Centillium Communications, Inc. Amended and Restated 1997 Stock Plan (previously filed as an exhibit to Registrant's Form 10-Q/A filed with the Commission on June 16, 2008 and incorporated herein by reference)
99.2	Centillium Communications, Inc. 2000 Employee Stock Purchase Plan (previously filed as an exhibit to Registrant's Form S-8 filed with the Commission on March 6, 2001 and incorporated herein by reference)

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