Centillium Communications Inc - 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 * RILEY BRYANT R	2. Date of Event Requiring Statement (MM/DD/YYYY) 10/2/2006	3. Issuer Name and Ticker or Trading Symbol CENTILLIUM COMMUNICATIONS INC [CTLM]
(Last)        (First)        (Middle) 11100 SANTA MONICA BLVD., SUITE 810	4. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director                            _____ 10% Owner _____ Officer (give title below)          ___ X ___ Other (specify below) / See Explanation
(Street) LOS ANGELES, CA US 90025        (City)              (State)              (Zip)	5. If Amendment, Date Original Filed (MM/DD/YYYY) 10/4/2006	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	3663621	I	Footnote 1   (1)
Common Stock	26440	I	Footnote 2   (2)

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)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:
( 1)	Sole equity owner of Riley Investment Management LLC, General Partner of SACC Partners, LP
( 2)	Sole equity owner of B. Riley and Co., Inc.

Remarks: This amendment is being filed to correct the previously filed Form 3. The previously filed Form 3 erroneously included securities, which pursuant to Rule 16a-1(a)(1) under the Securities Exchange Act of 1934, as amended, may be excluded in determining 10% beneficial ownership for purposes of Section 16. After excluding these securities, the Reporting Persons are not 10% or more holders of the issuer's securities for purposes of Section 16.

Reporting Owners
Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
RILEY BRYANT R 11100 SANTA MONICA BLVD., SUITE 810 LOS ANGELES, CA US 90025				See Explanation
Riley Investment Management LLC 11100 SANTA MONICA BLVD., SUITE 810 LOS ANGELES, CA US 90025				See Explanation
Riley Investment Partners Master Fund, L.P. 11100 SANTA MONICA BLVD., SUITE 810 LOS ANGELES, CA US 90025				See Explanation

Signatures
/s/ Bryant Riley		7/11/2008
** 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.
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