8-K

UNITED STATES
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

Date of Report (Date of earliest event reported): May 12, 2006

UTSTARCOM, INC.

(Exact name of registrant as specified in its charter)

Delaware	000-29661	52-1782500
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

1275 Harbor Bay Parkway

Alameda, California 94502

(Address of principal executive offices)  (Zip code)

(510) 864-8800

(Registrant’s telephone number, including area code)

N/A

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 3.01Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

On May 12, 2006, UTStarcom, Inc. (the “Company”) received a notice (the “Notice”) from the staff of The Nasdaq Stock Market indicating that the Company is not in compliance with Marketplace Rule 4310(c)(14) due to the Company’s failure to timely file its Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2006 (the “10-Q”).  The Company has previously received notice (the “Original Notice”) from The Nasdaq Stock Market regarding the Company’s failure to timely file its Annual Report on Form 10-K for the fiscal year ended December 31, 2005 (the “10-K”), and the Notice indicated that noncompliance regarding the 10-Q is further basis for delisting the Company’s common stock.

Subsequent to receiving the Original Notice, the Company requested and was granted a hearing with the Nasdaq Listing Qualifications Panel (the “Listing Panel”) on April 20, 2006.  On May 10, 2006, the Listing Panel granted the Company a conditional extension until June 15, 2006 to file its 10-K, 10-Q and any required restatements.

The Company issued a press release in connection with the foregoing matters on May 18, 2006, a copy of which is attached hereto as Exhibit 99.1 and incorporated herein by reference.

Item 9.01Financial Statements and Exhibits.

(d)Exhibits

99.1Press release entitled “UTStarcom Receives NASDAQ Notification Related to Late Filing of its Form 10-Q for the First Quarter of 2006.”

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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.

	UTSTARCOM, INC.
Date: May 18, 2006	By:	/s/ Francis P. Barton
	Name:	Francis P. Barton
	Title:	Executive Vice President and Chief Financial Officer

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EX-99.1

Exhibit 99.1

UTStarcom Receives NASDAQ Notification Related to Late Filing of
its Form 10-Q for the First Quarter of 2006

ALAMEDA, Calif., May 18, 2006 - UTStarcom, Inc. (Nasdaq: UTSI), today announced that, as expected, the Company has received an additional Nasdaq Staff Determination Notice stating that the Company has failed to file its Quarterly Report on Form 10-Q for the quarter ended March 31, 2006 (the “Q1 2006 Form 10-Q”) and, therefore, is not in compliance with Marketplace Rule 4310(c) (14). As previously disclosed, Nasdaq initially informed the Company on March 20, 2006 that its securities would be delisted for failure to timely file its Form 10-K for the fiscal year ended December 31, 2005 (the “2005 Form 10-K”), unless the Company requested a hearing in accordance with applicable Nasdaq Marketplace rules. The Company subsequently requested and was granted a hearing with the Nasdaq Listing Qualifications Panel (the “Listing Panel”) on April 20, 2006. On May 10, 2006, the Listing Panel granted a conditional extension to the Company’s request for continued listing on the Nasdaq National Market until June 15, 2006 for the Company to make its requisite filings. This extension granted by the Listing Panel expressly contemplated the delayed filing of the Q1 2006 Form 10-Q.

As previously announced, the delay in filing the 2005 Form 10-K is due to the Company needing additional time (i) to enable the Audit Committee of the Board of Directors of the Company to complete an investigation with regard to the circumstances surrounding the premature recognition of revenue on a contract with a customer in India and certain other transactions and (ii) for management to complete the preparation of its 2005 consolidated financial statements and its assessment as of December 31, 2005 of the Company’s  internal control over financial reporting under Section 404 of the Sarbanes-Oxley Act of 2002. The Company currently anticipates filing the 2005 Form 10-K on or about June 1, 2006 and the Q1 2006 10-Q on or about June 15, 2006.

About  UTStarcom, Inc.

UTStarcom is a global leader in IP-based, end-to-end networking solutions and international service and support. The company sells its broadband, wireless, and handset solutions to operators in both emerging and established

UTStarcom Inc.

1275 Harbor Bay Parkway

Alameda, CA  94502

telecommunications markets around the world. UTStarcom enables its customers to rapidly deploy revenue-generating access services using their existing infrastructure, while providing a migration path to cost-efficient, end-to-end IP networks. Founded in 1991 and headquartered in Alameda, California, the company has research and design operations in the United States, China, Korea and India. UTStarcom is a FORTUNE 1000 company.

For more information about UTStarcom, visit the company’s Web site at www.utstar.com.

Forward-Looking Statements

The foregoing statements regarding, without limitation, statements about the anticipated date of filing with the Securities and Exchange Commission of the 2005 Form 10-K and the Q1 2006 Form 10-Q, are forward-looking in nature. Those statements are subject to risks and uncertainties that may cause actual results to differ materially, including the risks that the Audit Committee’s investigation and/or management’s preparation of the Company’s 2005 consolidated financial statements and its assessment of the Company’s internal control may not be completed prior to June 1, 2006 and June 15, 2006, respectively. The Company also refers readers to the risk factors identified in its latest Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, as filed with the Securities and Exchange Commission.

Company Contact

Chesha Kamieniecki

Director of Investor Relations

UTStarcom, Inc.

510-749-1560

ckamieniecki@utstar.com