SEC Form 4

FORM 4		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* CHIAN MOJY C (Last) (First) (Middle) 4000 MACARTHUR BLVD. EAST TOWER (Street) NEWPORT BEACH CA 92660 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol MINDSPEED TECHNOLOGIES, INC [ MSPD ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director 10% Owner X Officer (give title below) Other (specify below) Vice President
	3. Date of Earliest Transaction (Month/Day/Year) 01/28/2005
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) X Form filed by One Reporting Person Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	01/31/2005	01/31/2005	A	V	1,000(1)	A	$1.976	3,000	D
Common Stock								1,912	I	By Savings Plan - MSPD(2)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Option (Right to Buy)	$2.28	01/28/2005	01/28/2005	A		45,000		07/28/2005(3)	01/28/2013	Common Stock	45,000	$0	45,000	D
Stock Option (Right to Buy)	$1.8946							06/27/2003	01/04/2009	Common Stock	20,414		20,414	D
Stock Option (Right to Buy)	$1.8002							03/30/2002(4)	03/30/2009	Common Stock	40,985		40,985	D
Stock Option (Right to Buy)	$2.3586							01/04/2001(5)	04/03/2010	Common Stock	10,728		10,728	D
Stock Option (Right to Buy)	$2.3586							07/24/2001(5)	04/03/2010	Common Stock	8,940		8,940	D
Stock Option (Right to Buy)	$2.0423							04/26/2003(5)	04/26/2010	Common Stock	10,724		10,724	D
Stock Option (Right to Buy)	$4.4059							06/27/2003	10/27/2010	Common Stock	2,534		2,534	D
Stock Option (Right to Buy)	$1.003							11/05/2003(5)	11/05/2010	Common Stock	17,874		17,874	D
Stock Option (Right to Buy)	$1.8002							03/30/2002(4)	03/29/2011	Common Stock	33,198		33,198	D
Stock Option (Right to Buy)	$3.553							07/30/2005(6)	07/30/2012	Common Stock	37,500		37,500	D
Stock Option (Right to Buy)	$2.65							08/15/2004(5)	08/15/2013	Common Stock	75,000		75,000	D

Explanation of Responses:

1. Shares acquired pursuant to the Mindspeed Technologies, Inc. 2003 Employee Stock Purchase Plan.

2. Shares represented by Company stock fund units under the Mindspeed Technologies, Inc. Savings Plan which were acquired on a periodic basis pursuant to the Plan, based on the latest information furnished by the Plan Administrator. The shares represented by Company stock fund units under the Plan are held in the employee benefit plan trust established thereunder.

3. Options become exercisable in whole or part (but only for a whole number of shares) as to one-half of the option shares beginning on this date and as to an additional one-half of the option shares on the one year anniversary of the date of grant.

4. Options become exercisable in whole or part (but only for a whole number of shares) as to one-third of the option shares beginning on this date and as to an additional one-third of the option shares beginning on the first and second anniversaries thereof.

5. Options become exercisable in whole or part (but only for a whole number of shares) as to one-fourth of the option shares beginning on this date and as to an additional one-fourth of the option shares beginning on the first, second and third anniversaries thereof.

6. The option was granted on July 30, 2004 and vests as to 1/4 of the total number of shares subject to the option on the one year anniversary of the date of grant, and 1/48 of the total number of shares subject to the option each month for the remaining thirty six (36) months thereafter.

Remarks:

	By: Steven W. Sprecher, Attorney-in-fact for	01/31/2005
	** 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 4 (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).
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