Item 2.02. Results of Operations and Financial Condition.

On October 28, 2008, Entropic Communications, Inc., a Delaware corporation, issued a press release announcing, among other things, its financial results for the third quarter of 2008. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K. The information in this Item 2.02 and Exhibit 99.1 attached hereto shall not be deemed "filed" for purposes of
Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any registration statement or other document filed with the Securities and Exchange Commission, whether filed before or after the date hereof, and regardless of any general incorporation language in any such filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Number Description

99.1 Press Release of Entropic Communications, Inc. dated October 28, 2008.

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