SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. 1)*

Centillium Communications, Inc.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

152319109

(CUSIP Number)

October 2, 2006

(Date of Event which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

X	Rule 13d-1(b)
	Rule 13d-1(c)
	Rule 13d-1(d)

*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No.  152319109 13G Page 2 of 9 Pages

1	NAME OF REPORTING PERSON S.S. OR IRS. IDENTIFICATION NO. OF ABOVE PERSON Riley Investment Management, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)   [   ] (b)   [X]
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES		5	SOLE VOTING POWER 3,640,6961
BENEFICIALLY OWNED BY		6	SHARED VOTING POWER 714,2752
EACH REPORTING		7	SOLE DISPOSITIVE POWER 3,640,6961
PERSON WITH		8	SHARED DISPOSITIVE POWER 714,2752
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,640,696
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [X]
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 8.95%3
12	TYPE OF REPORTING PERSON* IA

———————

1

Because Riley Investment Management LLC has sole investment and voting power over 3,640,696 shares of Common Stock owned of record by SACC Partners LP, Riley Investment Management LLC may be deemed to have beneficial ownership of these shares.

2

Riley Investment Management LLC has shared voting and dispositive power over 714,275 shares of Common Stock owned of record by investment advisory clients of Riley Investment Management LLC.  However, Riley Investment Management LLC disclaims beneficial ownership of these shares pursuant to Rule 13d-4.

3

Based on 20,808,865 shares of Common Stock outstanding at July 31, 2006, as reported in Centillium Communications, Inc.’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2006 filed with the Securities and Exchange Commission on August 8, 2006.

CUSIP No.  152319109 13G Page 3 of 9 Pages

1	NAME OF REPORTING PERSON S.S. OR IRS. IDENTIFICATION NO. OF ABOVE PERSON SACC Partners, LP
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)   [   ] (b)   [X]
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES		5	SOLE VOTING POWER 3,640,696
BENEFICIALLY OWNED BY		6	SHARED VOTING POWER -0-
EACH REPORTING		7	SOLE DISPOSITIVE POWER 3,640,696
PERSON WITH		8	SHARED DISPOSITIVE POWER -0-
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,640,696
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [   ]
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 8.95%1
12	TYPE OF REPORTING PERSON* PN

———————

1

Based on 20,808,865 shares of Common Stock outstanding at July 31, 2006, as reported in Centillium Communications, Inc.’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2006 filed with the Securities and Exchange Commission on August 8, 2006.

CUSIP No.  152319109 13G Page 4 of 9 Pages

1	NAME OF REPORTING PERSON S.S. OR IRS. IDENTIFICATION NO. OF ABOVE PERSON B. Riley & Co.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)   [   ] (b)   [X]
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES		5	SOLE VOTING POWER 29,294
BENEFICIALLY OWNED BY		6	SHARED VOTING POWER -0-
EACH REPORTING		7	SOLE DISPOSITIVE POWER 29,294
PERSON WITH		8	SHARED DISPOSITIVE POWER -0-
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 29,294
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [   ]
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0.07%1
12	TYPE OF REPORTING PERSON* BD

———————

1

Based on 20,808,865 shares of Common Stock outstanding at July 31, 2006, as reported in Centillium Communications, Inc.’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2006 filed with the Securities and Exchange Commission on August 8, 2006.

CUSIP No.  152319109 13G Page 5 of 9 Pages

1	NAME OF REPORTING PERSON S.S. OR IRS. IDENTIFICATION NO. OF ABOVE PERSON Bryant R. Riley
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)   [   ] (b)   [X]
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION California
NUMBER OF SHARES		5	SOLE VOTING POWER 3,669,990
BENEFICIALLY OWNED BY		6	SHARED VOTING POWER 714,275
EACH REPORTING		7	SOLE DISPOSITIVE POWER 3,669,990
PERSON WITH		8	SHARED DISPOSITIVE POWER 714,275
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,669,990
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [X]
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 9.02%
12	TYPE OF REPORTING PERSON* IN

CUSIP No.  152319109 13G Page 6 of 9 Pages

Item 1.

(a) Name of Issuer

Centillium Communications, Inc.

(b) Address of Issuer’s Principal Executive Offices

415 Fourier Ave

Fremont, CA 94539

Item 2.

(a) Name of Person Filing

Riley Investment Management, LLC (Delaware limited liability company)

SACC Partners, LP (Delaware limited partnership)

B. Riley & Co. (Delaware incorporated broker-dealer)

Bryant R. Riley (individual residing in California)

(b) Address of Principal Business Office or, if none, Residence

11100 Santa Monica Blvd.

Suite 810

Los Angeles, CA 90025

(c) Citizenship

United States

(d) Title of Class of Securities

Common Stock

(e) CUSIP Number

152319109

CUSIP No.  152319109 13G Page 7 of 9 Pages

Item 3.

If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

(a)	X	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).
(b)		Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
(c)		Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
(d)		Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8).
(e)	X	An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
(f)		An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
(g)		A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)		A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)		A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)		Group, in accordance with §240.13d-1(b)(1)(ii)(J).

Item 4.

Ownership.

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

(a) Amount beneficially owned: 3,669,990

(b) Percent of class: 9.02%

(c) Number of shares as to which the person has:

(i) Sole power to vote or to direct the vote 3,669,990

(ii) Shared power to vote or to direct the vote 714,275

(iii) Sole power to dispose or to direct the disposition of 3,669,990

(iv)Shared power to dispose or to direct the disposition of 714,275

Instruction.  For computations regarding securities which represent a right to acquire an underlying security see §240.13d-3(d)(1).

CUSIP No.  152319109 13G Page 8 of 9 Pages

Item 5.

Ownership of Five Percent or Less of a Class.

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following  [   ].

Instruction: Dissolution of a group requires a response to this item.

Item 6.

Ownership of More than Five Percent on Behalf of Another Person.

N/A

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company.

N/A

Item 8.

Identification and Classification of Members of the Group.

N/A

Item 9.

Notice of Dissolution of Group.

N/A

Item 10.

Certification

(a)

The following certification shall be included if the statement is filed pursuant to §240.13d-1(b):

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

(b)

The following certification shall be included if the statement is filed pursuant to §240.13d-1(c):

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

CUSIP No.  152319109 13G Page 9 of 9 Pages

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: October 3, 2006

Riley Investment Management, LLC
By:	/s/ Bryant R. Riley
	Bryant R. Riley, President

SACC Partners, LP
	By: Riley Investment Management, its General
	Partner
By:	/s/ Bryant R. Riley
	Bryant R. Riley, Managing Partner

B. Riley & Co.
By:	/s/ Bryant R. Riley
	Bryant R. Riley, Chairman

By:	/s/ Bryant R. Riley
	Bryant R. Riley