FORM 4
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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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(f) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Empire Capital Management, L.L.C. 		2. Issuer Name and Ticker or Trading Symbol

ENDWAVE CORP [ ENWV ] 		5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                      __ X __ 10% Owner
_____ Officer (give title below)      _____ Other (specify below)
(Last)          (First)          (Middle)

1 GORHAM ISLAND, SUITE 201 		3. Date of Earliest Transaction (MM/DD/YYYY)

12/23/2009
(Street)

WESTPORT, CT 06880
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

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

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

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3) 		2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. Code
(Instr. 8) 		4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) 		5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4) 		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock   12/23/2009     P    12049   A $2.34   1180000   (1) I   See Notes   (2) (3)

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3) 		2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. Code
(Instr. 8) 		5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) 		6. Date Exercisable and Expiration Date 7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4) 		8. Price of Derivative Security
(Instr. 5) 		9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares

Explanation of Responses:
( 1)  The shares of Common Stock to which this note relates are held directly by Empire Capital Partners, LP ("Empire Capital"), with respect to 357,817 shares; Empire Capital Partners, LTD, a Cayman Islands exempted company ("Empire Offshore") as to 365,245 shares; Charter Oak Partners, LP, a Delaware Limited Partnership ("Charter Oak") as to 66,770 shares; Charter Oak Partners II ("Charter Oak II") as to 6,229 shares; Charter Oak Master Fund ("Charter Oak Master") as to 3,372 shares and Empire Capital Partners Enhanced Master Fund LTD, ("Enhanced Master" and collectively with Empire Capital, Empire Offshore, Charter Oak, Charter Oak II and Charter Oak Master, the "Empire Funds") as to 380,567 shares directly owned by it.
( 2)  Empire Capital Management, LLC (the "Investment Manager") serves as the Investment Manager to and has investment discretion over the securities held by Empire Offshore, Charter Oak, Charter Oak II, Charter Oak Master and Enhanced Master. Empire GP, LLC ("Empire GP"), serves as the general partner of Empire Capital. Mr. Scott Fine and Mr. Peter Richards are managing members of the Investment Manager and Empire GP.
( 3)  The Investment Manager, Empire GP and the Empire Funds disclaim beneficial ownership of any of the Issuer's securities to which this Form 4 relates for the purposes of Section 16 of the Securities Exchange Act of 1934, as amended (the "Act"), except as to such securities in which each such person may be deemed to have a pecuniary interest pursuant to the Act.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Empire Capital Management, L.L.C.
1 GORHAM ISLAND, SUITE 201
WESTPORT, CT 06880
X


Signatures
By: Empire Capital Manangement, LLC By: /s/ Scott A. Fine, Managing Member By: /s/ Peter J. Richards, Managing Member 12/29/2009
** 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 4(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.
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