Item 2.02 Results of Operations and Financial Condition.

On April 29, 2009, Cavium Networks, Inc. (the "Company") issued a press release announcing its financial results for the first quarter of 2009. A copy of the press release is furnished as Exhibit 99.1 to this report and is incorporated herein by reference.

The information under Item 2.02 of this report, including Exhibit 99.1 hereto, shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section or Sections 11 and 12(a)(2) of the Securities Act of 1933, as amended. The information and the accompanying exhibit shall not be incorporated by reference into filings with the U.S. Securities and Exchange Commission (the "SEC") made by the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits. Exhibit No. 99.1 - Press release entitled "Cavium Networks Announces Financial Results for Q1 2009," dated April 29, 2009.

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