content: <PAGE>
  
                        SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C. 20549
  
                                      FORM 8-K
  
                 Current Report Pursuant to Section 13 or 15(d) of
                        The Securities Exchange Act of 1934
  
                                  January 5, 2001
                 Date of Report (Date of earliest event reported):
  
                          Centillium Communications, Inc.
                          --------------------------------
               (Exact name of registrant as specified in its charter)
  
      Delaware                      000-30649                       94-326350
      --------                      ---------                       ---------
  (State or other                  (Commission                    (IRS Employer
  jurisdiction of                  File Number)                Identification No.)
  incorporation)
  
        47211 Lakeview Boulevard, Fremont, California                  94538
        ---------------------------------------------                ----------
           (Address of principal executive offices)                  (Zip Code)
  
        Registrant's telephone number, including area code:  (510) 771-3700
  <PAGE>
  
  Item 2.   Acquisition or Disposition of Assets
  
            On January 5, 2001, we completed the acquisition of vEngines, Inc.
  ("vEngines") in accordance with the Amended and Restated Merger Agreement and
  Plan of Reorganization (the "Acquisition Agreement") dated as of October 5,
  2000, a copy of which is attached hereto as Exhibit 2.1 and is incorporated
  herein by this reference.
  
            In connection with the acquisition, we issued 813,915 shares of our
  common stock in exchange for all outstanding shares of vEngines preferred and
  common stock. In addition, we assumed all outstanding options to purchase shares
  of common stock of VEngines, which converted into 59,344 options to purchase
  shares of our common stock.  The share issuances were exempt from registration
  pursuant to Section 3(a)(10) of the Securities Act of 1933, as amended.  A
  portion of the shares issued will be held in escrow pursuant to the terms of the
  Acquisition Agreement.
  
            The merger is structured as a tax-free reorganization under Section
  368 of the Internal Revenue Code of 1986, as amended, and will be accounted for
  under the "purchase" method of accounting.  We expect to record a one-time
  charge for purchased in-process research and development expenses related to the
  acquisition in the first fiscal quarter, ending March 31, 2001.  The amount of
  the one-time charge has not yet been determined.
  
            The above description of the acquisition is a summary only.  You
  should read the documents filed as exhibits to this report for a complete
  understanding of the acquisition.
  
  Item 7.   Financial Statements and Exhibits.
  
            (a)  Financial Statements of Business Acquired
  
                 We will file any required financial statements by amendment to
  this report as soon as possible, but not later than sixty days after this report
  was required to be filed initially.
  
            (b)  Pro Forma Financial Information
  
                 We will file any required financial statements by amendment to
  this report as soon as possible, but not later than sixty days after this report
  was required to be filed initially.
  
            (c)  Exhibits
  
                2.1   Agreement and Plan of Reorganization by and among Centillium
                      Communications, Inc., Eugene Acquisition Corp., and
                      VEngines, Inc. dated as of October 5, 2000, as amended
                      December 19, 2000
  
                99.1  Press release dated January 8, 2001
  
            ____________________________
  <PAGE>
  
                                    SIGNATURES
  
       Pursuant to the requirements of the Securities Exchange Act of 1934, the
  Registrant has duly caused this report to be signed on its behalf by the
  undersigned hereunto duly authorized.
  
                                           CENTILLIUM COMMUNICATIONS, INC.
  
       Date:  January 19, 2001             By:  /s/ John Luhtala
                                                -----------------
  
                                                John Luhtala,
                                                Chief Financial Officer
  
                                       -3-
  
  <PAGE>
  
                                   EXHIBIT INDEX
  
  Exhibit No.   Description
  -----------   -----------
  
  2.1           Amended and Restated Merger Agreement and Plan of Reorganization
                by and among Centillium Communications, Inc., Eugene Acquisition
                Corp., vEngines, Inc. and other parties signatory, dated as of
                October 5, 2000, as amended December 19, 2000
  
  99.1          Press release dated January 8, 2001
  
                                        -4-
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metadata_filer: {"company-data": {"conformed-name": "CENTILLIUM COMMUNICATIONS INC", "cik": "0001107194", "assigned-sic": "3661", "irs-number": "943263530", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "000-30649", "film-number": "1511912"}, "business-address": {"street1": "47211 LAKEVIEW BLVD", "city": "FREMONT", "state": "CA", "zip": "94538", "phone": "5107713700"}, "mail-address": {"street1": "47211 LAKEVIEW", "city": "FREMONT", "state": "CA", "zip": "94538"}}
text: SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C. 20549
  
                                      FORM 8-K
  
                 Current Report Pursuant to Section 13 or 15(d) of
                        The Securities Exchange Act of 1934
  
                                  January 5, 2001
                 Date of Report (Date of earliest event reported):
  
                          Centillium Communications, Inc.
                          --------------------------------
               (Exact name of registrant as specified in its charter)
  
      Delaware                      000-30649                       94-326350
      --------                      ---------                       ---------
  (State or other                  (Commission                    (IRS Employer
  jurisdiction of                  File Number)                Identification No.)
  incorporation)
  
        47211 Lakeview Boulevard, Fremont, California                  94538
        ---------------------------------------------                ----------
           (Address of principal executive offices)                  (Zip Code)
  
        Registrant's telephone number, including area code:  (510) 771-3700
  Item 2.   Acquisition or Disposition of Assets
  
            On January 5, 2001, we completed the acquisition of vEngines, Inc.
  ("vEngines") in accordance with the Amended and Restated Merger Agreement and
  Plan of Reorganization (the "Acquisition Agreement") dated as of October 5,
  2000, a copy of which is attached hereto as Exhibit 2.1 and is incorporated
  herein by this reference.
  
            In connection with the acquisition, we issued 813,915 shares of our
  common stock in exchange for all outstanding shares of vEngines preferred and
  common stock. In addition, we assumed all outstanding options to purchase shares
  of common stock of VEngines, which converted into 59,344 options to purchase
  shares of our common stock.  The share issuances were exempt from registration
  pursuant to Section 3(a)(10) of the Securities Act of 1933, as amended.  A
  portion of the shares issued will be held in escrow pursuant to the terms of the
  Acquisition Agreement.
  
            The merger is structured as a tax-free reorganization under Section
  368 of the Internal Revenue Code of 1986, as amended, and will be accounted for
  under the "purchase" method of accounting.  We expect to record a one-time
  charge for purchased in-process research and development expenses related to the
  acquisition in the first fiscal quarter, ending March 31, 2001.  The amount of
  the one-time charge has not yet been determined.
  
            The above description of the acquisition is a summary only.  You
  should read the documents filed as exhibits to this report for a complete
  understanding of the acquisition.
  
  Item 7.   Financial Statements and Exhibits.
  
            (a)  Financial Statements of Business Acquired
  
                 We will file any required financial statements by amendment to
  this report as soon as possible, but not later than sixty days after this report
  was required to be filed initially.
  
            (b)  Pro Forma Financial Information
  
                 We will file any required financial statements by amendment to
  this report as soon as possible, but not later than sixty days after this report
  was required to be filed initially.
  
            (c)  Exhibits
  
                2.1   Agreement and Plan of Reorganization by and among Centillium
                      Communications, Inc., Eugene Acquisition Corp., and
                      VEngines, Inc. dated as of October 5, 2000, as amended
                      December 19, 2000
  
                99.1  Press release dated January 8, 2001
  
            ____________________________
  SIGNATURES
  
       Pursuant to the requirements of the Securities Exchange Act of 1934, the
  Registrant has duly caused this report to be signed on its behalf by the
  undersigned hereunto duly authorized.
  
                                           CENTILLIUM COMMUNICATIONS, INC.
  
       Date:  January 19, 2001             By:  /s/ John Luhtala
                                                -----------------
  
                                                John Luhtala,
                                                Chief Financial Officer
  
                                       -3-
  EXHIBIT INDEX
  
  Exhibit No.   Description
  -----------   -----------
  
  2.1           Amended and Restated Merger Agreement and Plan of Reorganization
                by and among Centillium Communications, Inc., Eugene Acquisition
                Corp., vEngines, Inc. and other parties signatory, dated as of
                October 5, 2000, as amended December 19, 2000
  
  99.1          Press release dated January 8, 2001
  
                                        -4-